Preview
FILED
4/3/2024 3:29 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Brandon Keys DEPUTY
CAUSE NO. DC-23-07534
BERNARD TUBEILEH and SINOSTAR § IN THE DISTRICT COURT OF
INVESTMENTS LLC,
Plaintiffs,
Vv.
DALLAS COUNTY, TEXAS
GLOBAL OIL & GAS TEXAS, LLC, and
GLOBAL OIL & GAS FIELDS
OKLAHOMA LLC,
Defendants. 68th JUDICIAL DISTRICT
CONSOLIDATED REPLY IN SUPPORT OF PLAINTIFFS’ MOTION TO COMPEL, FOR
SANCTIONS, AND TO SHOW CAUSE AND PLAINTIFFS’ MOTION TO COMPEL FOR
THIRD SET OF REQUESTS FOR PRODUCTION
l
Summary of Argument
Plaintiffs Bernard Tubeileh and Sinostar Investments LLC (“Plaintiffs”) filed a
Motion to Compel, for Sanctions, and to Show Cause (the “Motion”) in connection with
Global Oil & Gas Texas, LLC and Global Oil & Gas Fields Oklahoma, LLC’s
(‘Defendants’) violations of the Texas Rules of Civil Procedure and the Court’s January
12, 2024 Order for their responses to Plaintiffs’ First Set of Requests for Production and
First Set of Interrogatories. Plaintiffs’ Motion to Compel for Third Set of Requests for
Production (the “Third Motion”) for Defendants’ responses to those requests was filed on
March 20, 2024. The Motion and the Third Motion are set for hearing on April 8, 2024 at
10:30 am. For the reasons set forth in the Motion and the Third Motion, Defendants
objections should be overruled and Defendants should be ordered to: 1) amend their
responses to the relevant interrogatories and requests for production to comply with the
Texas Rules of Civil Procedure and the Court’s Order; 2) produce all documents
responsive to Plaintiffs’ requests for production, as set forth in the Court's Order and the
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page1 of 10
Third Set of Requests for Production, including GOGAG documents; 3) to provide
compliant verifications to interrogatories; and 4) to tell Plaintiffs to which, if any, requests
they have responsive hard-copy documents that have not been previously produced
electronically. Plaintiffs further ask the Court for an award of attorneys’ fees as sanctions
for Defendants’ failure to comply with the Court’s Order and the Texas Rules of Civil
Procedure and due to their abuse of the discovery process.
I.
Facts
On Friday, March 8, 2024, Plaintiffs set the Motion for hearing on April 5, 2024.
Defendants’ lead counsel Josh Fellenbaum contacted Plaintiffs’ counsel and stated that
he had a personal conflict on April 5 and asked to move the hearing to April 8, 2024.
In the course of communications with Mr. Fellenbaum about the hearing date,
Plaintiffs’ counsel attempted to talk to Mr. Fellenbaum (Defendants’ lead counsel) about
the issues raised in the Motion and the relief sought (in addition to the prior attempts set
forth in the Motion). Mr. Fellenbaum responded that Defendants’ counsel Jeffrey Sindelar
was the one handling the discovery matters and that Plaintiffs’ counsel should take it up
with Mr. Sindelar.
On March 12, 2024, counsel for Plaintiffs contacted Mr. Sindelar and the other
defense counsel in accordance with Mr. Fellenbaum’s direction. Plaintiffs again attempted
to confer with Defendants regarding the relief sought, stating as follows:
1 The RFP responses don’t comply with the rules. For each request,
| can’t tell whether you’re producing documents or not, and you've
produced over a million pages with no indication as to what
documents are responsive to which request (if any)
Regarding privilege, your responses to the RFPs don’t say that
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
2 of 10
responsive documents are being withheld for privilege. Your
privilege log, which has since been produced, doesn’t identify to
which requests the withheld documents are responsive
For the documents you've said that you'll make available for
inspection, what are they and to which of Plaintiffs’ requests are
they responsive?
We need compliant verifications for both of Defendants’
interrogatory answers.
See Ex. H.1 to Third Motion, March 12, 2024 email from C. Bowline to Defendants’
counsel.
None of the attorneys representing Defendants ever responded to Plaintiffs’
counsel's email. To date, Defendants have not 1) amended their responses to withdraw
improper objections and comply with the Texas Rules of Civil Procedure; 2) identified
what documents are being made available for inspection, whether those documents have
been previously produced, or to which requests they are allegedly responsive; 3)
produced responsive documents; or 4) provided competent verifications.
I.
Argument
Defendants failed to properly respond to Plaintiffs’ valid discovery requests and to
comply with the Court’s Order, and these actions are part of a scheme of delay in attempt
to prevent Plaintiffs from obtaining relevant documents, moving forward in this case, and
obtaining relief. Plaintiffs’ Motion and Third Motion are proper and should be granted.
A. Defendants’ Responses to the First RFP and Production of Documents
Defendants’ Responses do not comply with the Texas Rules of Civil Procedure.
As set forth in the Motion, for each of the fifty-five requests for which Defendants’ were
ordered to amend their responses and produce all responsive documents, Defendants’
merely said that “any” responsive documents have been produced. This ambiguous
response does not comply with Texas Rule of Civil Procedure 196.2. Defendants have
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
3 of 10
produced over a million pages of documents with no classification, many of which are not
responsive.‘ Further, Defendants have not identified, for each response, whether 1) it has
additional hard-copy documents that are responsive that have not been produced, and 2)
any responsive documents are being withheld for privilege.
It is unclear from Defendants’ responses whether Defendants are refusing to
produce documents from their parent company, Global Oil & Gas AG (“GOGAG’).
Defendants failed to meaningfully respond to Plaintiffs’ questions about this. See Ex. E.4-
E.5 to Third Motion. However, to the extent that Defendants are refusing to produce
documents on the basis that they do not have possession, custody, or control of
GOGAG’s documents, this is not a valid basis. Possession, custody, or control includes
not only actual physical possession, but constructive possession, and the right to obtai
possession from a third party, such as an agent or representative. GTE Comm. Sys. Corp.
v. Tanner, 856 S.W.2d 725, 729 (Tex. 1993). The manager is an agent of an LLC. See
Tex. Bus. ORG. CODE § 101.254. Further, over an objection that an American subsidiary
did not have possession, custody, or control over a German GmbH’s documents (as
here), a federal court found that the American subsidiary “has the practical ability to
obtain” from the GmbH information sought in discovery, and that the American subsidiary
should be required to attempt to obtain the requested documents. See Dean McNeel,
D.D.S., P.A. v. Kavo Dental Technologies, LLC, 2010 WL 11565351 (W.D. Ark. Nov. 8,
2010).
In this case, Defendants have produced documents showing that GOGAG is the
1 Defendants’ allegations about Plaintiffs’ production are false. In response to Plaintiffs’ Request Nos. 165
and 167, Defendants indicated that they were not producing any documents. Defendants asked Plaintiffs
to produce all of Mr. Tubeileh’s Global emails, and Plaintiffs did so. Plaintiffs’ discovery responses are not
at issue in this Motion; if Defendants wish to bring such a motion, Plaintiffs will respond at that time.
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
4 of 10
current Manager for Defendants. See Ex. A, December 20, 2023 Confirmation of Authority
of Tucker Ellis LLP to represent Global U.S. Subsidiaries in Court Proceedings, produced
by Defendants on January 2, 2024, at A.1-A.2. GOGAG, as Defendants’ Manager,
actually retained Defense Counsel in this case. /d. According to documents produced by
Defendants, GOGAG shall have “full, complete and exclusive authority, power and
discretion to manage and control the business, affairs and properties of [Defendants], to
make all decisions regarding those matters and to perform any and all other acts or
activities customary or incident to the management of [Defendants’] business, property,
and affairs.” See Ex. D, Amended & Restated Company Agreement of Global Oil & Gas
Fields Oklahoma, LLC, at D.6, J 8.1, and Ex. E, Amended & Restated Company
Agreement of Global Oil & Gas Fields Oklahoma, LLC, at E.6, J 8.1 (both produced by
Defendants on January 2, 2024). Defendants have the right to obtain possession and the
practical ability to obtain any relevant documents from GOGAG, Defendants’ manager,
who has “exclusive authority” to control Defendants’ business and is directing this
litigation. See Ex. A.1-A.2; Ex. D.6; Ex. E.6; Imagine Auto. Grp. v. Boardwalk Motor Cars,
Ltd., 430 S.W.3d 620, 641-42 (Tex. App.—Dallas 2014, pet. denied). As the Manager,
GOGAG is an agent of Defendants, and Defendants have the right to obtain the requested
documents. See GTE, 856 S.W.2d at 729; TEx. Bus. ORG. CODE § 101.254. Therefore, to
the extent that Defendants are withholding responsive documents on the basis that they
do not have custody, possession, or control of GOGAG documents, Plaintiffs ask the
Court to order Defendants to produce these documents.
Plaintiffs ask the Court to order Defendants to amend their responses to comply
with Rules 196.2 and 193.3(a) and to compel Defendants to produce all responsive
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
5 of 10
documents (including responsive GOGAG documents).
B. Documents for Inspection and Copying
Defendants attempt to circumvent the Texas Rules of Civil Procedure and the
Court’s Orders by saying that they have made documents available for inspection and
copying. It is unclear if any of these documents are responsive to Plaintiffs’ requests or,
if so, to which requests. Defendants’ counsel refuses to tell Plaintiffs’ counsel whether
they are in possession of hard-copy documents that 1) are responsive, and 2) have not
been produced electronically. See Ex. 12.1 to Motion; Ex. E.1, E.3, G.1, H.1 to Third
Motion. It is a tenet of discovery that documents produced must be responsive.”
Defendants’ statement that the documents will be produced as they are kept in the
ordinary course of business does not excuse them from their duty to do a diligent search
to find requested documents. Plaintiffs ask the Court to order Defendants to 1) produce
all responsive documents, as previously ordered; 2) tell Plaintiffs to which, if any, of the
requests the hard-copy documents are responsive; and 3) tell Plaintiffs if any responsive
hard-copy documents have not been previously produced.
C. Verifications
Defendants failed to provide compliant verifications. In their response to the
Motion, Defendants argue that their verifications are sufficient.? To the contrary, their
verifications are signed by Oliver Krautscheid. Mr. Krautscheid states “I am capable of
making this verification” but does not provide any basis for his alleged competency; this
is legally insufficient. See Kerlin v. Arias, 274 S.W.3d 666, 668 (Tex. 2008) (citing
Humphreys v. Caldwell, 888 S.W.2d 469, 470 (Tex.1994); Radio Station KSCS v.
2 See TEx. R. Civ. P. 196.2; 196.3.
3 Response, at p. 9.
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
6 of 10
Jennings, 750 S.W.2d 760, 762 (Tex. 1988)) (holding that an affidavit showing no basis
for personal knowledge is legally insufficient). Further, Mr. Krautscheid is not a party*; a
responding party—not an agent or attorney—must sign the answers to interrogatories
under oath. Tex. R. Civ. P. 197.2(d). Defendants each provided thirteen pages of
inflammatory, false accusations about Plaintiffs; however, they failed to provide compliant
verifications. Therefore, Plaintiffs ask the Court to order Defendants to provide compliant
verifications; otherwise, their answers to interrogatories must be struck because they are
not provided under oath.
D. Documents Regarding Dr. Detlef Mader
As stated in the Third Motion, Defendants’ baseless objections to time and place
and that the documents are equally available to Plaintiffs should be overruled. Plaintiffs
asked for the basis for the objection, and Defendants declined to provide any basis. See
Ex. E.3 to Third Motion.
Defendants claim that responsive documents have not been produced because
they “were not previously in Defendants’ possession.”® This is disingenuous, as
Defendants are obligated to do a diligent search. Oliver Krautscheid, the individual that
Defendants attempted to have verify their interrogatories in this lawsuit and attends
hearings in this matter virtually, is the very person who interacted with Dr. Mader and
provided the proposed settlement agreement. See Ex. B.9-B.17 to Third Motion. Stefan
ten Doornkaat composes the Management Board of Defendants’ parent company, Global
Oil & Gas AG (“GOGAG’), and serves as Defendants’ manager; Mr. Doornkaat is the
4 In their Response to the Third Motion, at p. 10, footnote 3, Defendants state that “there is no allegation
that Mr. Krautscheid is or ever was an employee of Global Oklahoma.” If this is Defendants’ position, Mr.
Krautscheid clearly does not have the capacity to execute the verifications.
5 Response to Motion, at p. 1.
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
7 of 10
individual who authorized the hiring of Defendants’ counsel.° The idea that the requested
documents were somehow unavailable to Defendants’ counsel through their connections
with Mr. Krautscheid and Mr. Doornkaat prior to Plaintiffs’ Third Motion is not credible; the
people involved in the communications at issue are the very same individuals who hired
Defendants’ counsel in this matter and executed the purported verifications.
Defendants argue that they “had no prior obligation to produce documents
pertaining to Dr. Mader's resignation.”” The Court previously ordered Defendants to
produce the complete employment file for Dr. Mader, including any documents
concerning Dr. Mader’s termination. The proposed settlement agreement drafted by
GOGAG acknowledges that Dr. Mader was appointed Supervisory President of
Defendants in 2021.9 The Court previously ordered Defendants to produce a copy of all
documents reflecting GOGAG’s acceptance of Dr. Mader’s appointment as Defendants’
President. All of these documents should have been produced on or before February 15,
2024, in compliance with the Court’s Order. Defendants’ continued failure to produce
these documents is a violation of the Court’s Order.
There are only two possible explanations for Defendants’ failure to produce these
documents; either 1) Defendants knew of these documents but chose not to produce
them, or 2) Defendants did not look for these documents, and did not ask their contacts
Mr. Krautscheid and Mr. Doornkaat for them. Had Dr. Mader not called Mr. Tubeileh
(against the express instructions of GOGAG and Defendants), Plaintiffs never would have
known about Defendants’ attempts to pay Dr. Mader and control his testimony in this
® See Ex. A.1-A.2.
7 Response to Motion at p. 3.
8 Ex. A.12 to the Third Motion; Ex. F.2, F.3, F.5.
° Ex. B.13 to the Third Motion.
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
8 of 10
case. Defendants’ discovery conduct is a violation of the Court's Order and the Texas
Rules of Civil Procedure.
E. Discovery Regarding Oliver Krautscheid
Oliver Krautscheid was appointed as Defendants’ Manager on May 5, 2023. See
Ex. B.1, BT 000186; Ex. C.1, BT 001305"°. Dr. Mader, Defendants’ president and the
CEO of GOGAG, told Mr. Tubeileh that Mr. Krautscheid did not have a permit to work in
the United States. Mr. Tubeileh, a green card holder, resigned due to Defendants’ actions,
as they sought to improperly have Mr. Krautscheid work in the United States without a
valid work permit. Plaintiffs’ allegations concerning Mr. Krautscheid are contained in
Paragraphs 27-34 of Plaintiffs’ Fourth Amended Petition and the requested information is
relevant to Plaintiffs’ claims for breach of the Agreement". Therefore, Plaintiffs ask the
Court to overrule Defendants’ objections to Request Nos. 5-10 from the Third Set of
Requests for Production and order Defendants to amend their responses and produce all
responsive documents.
IV.
Conclusion
WHEREFORE, PREMISES CONSIDERED, Plaintiffs Bernard Tubeileh and
Sinostar Investments LLC respectfully pray that this Court overrule Defendants’ improper,
baseless objections and order Defendants to: 1) amend their responses to the relevant
interrogatories and requests for production to comply with the Texas Rules of Civil
Procedure and the Court’s Order; 2) produce all documents responsive to Plaintiffs’
10 These documents were produced by Defendants as well, but Defendants’ documents were produced
as Confidential.
‘1 Defendants’ claim that “there is no allegation that Mr. Krautscheid is or ever was an employee of Global
Oklahoma’ (response at p. 10, footnote 3) is false; Dr. Mader informed Mr. Tubeileh that he had hired Mr.
Krautscheid as Defendants’ manager to work in the United States.
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page
9 of 10
requests for production, as set forth in the Court’s Order and the Third Set of Requests
for Production, including those from GOGAG; 3) provide compliant verifications to
interrogatories; and 4) tell Plaintiffs to which, if any, requests they have responsive hard-
copy documents that have not been previously produced electronically; award Plaintiffs
their reasonable expenses incurred in connection with these discovery motions, including
attorneys’ fees; and further grant Plaintiffs all such further relief, whether in law or in
equity, to which they may show themselves justly entitled.
Respectfully Submitted,
BRIAN LAUTEN, P.C.
RiesS-
Brian P. Lauten
State Bar No. 24031603
blauten@brianlauten.com
Courtney G. Bowline
State Bar No. 24055206
cbowline@brianlauten.com
Kaylee Vanstory
State Bar No. 24115009
kvansto brianlauten.com
3811 Turtle Creek Blvd., Suite 825
Dallas, Texas 75219
(214) 414-0996 telephone
(214) 744-3015 facsimile
ATTORNEYS FOR PLAINTIFFS
BERNARD TUBEILEH and
SINOSTAR INVESTMENTS LLC
CERTIFICATE OF SERVICE
In accordance with Rule 21a of the Texas Rules of Civil Procedure, | certify that
on April 3, 2024, a true and correct copy of the foregoing instrument was forwarded to all
counsel of record by way of the ECF case manager system.
/s/ Courtney Bowline
Courtney G. Bowline
Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause
And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 10 of 10
GLOBAL 4 Oil & GasAG
Tucker Ellis LLP
z.Hd. / Att. Herr / Mr. Joshua Fellenbaum
950 Main Avenue, Suite 1100
Cleveand, OH. 44113
USA
20. Dezember 2023 / 20 December 2023
Zur Vorlage beim For submission to
District Court of Dallas County, Texas, 68th Judicial District
in dem Verfahren in the proceeding
Berard Tubeileh et al. v. Global Oil & Gas Texas LLC et al.,
Cause No. DC-23-07534, District Court of Dallas County, Texas, 68th Judicial District
Bestatigung der Vollmacht von Tucker El- Confirmation of Authority of Tucker Ellis
lis LLP zur prozessualen Vertretung der LLP to represent Global U.S. Subsidiaries
Global U.S. Subsidiaries in court proceedings
Sehr geehrte Damen und Herren, Dear Sir or Madam,
der Unterzeichner erklart in oben genannter the undersigned declares the following in the
Sache was folgt: above-mentioned matter:
1 Global Oil & Gas Texas LLC ("Global 4 Global Oil & Gas Texas LLC ("Global
Texas") und Global Oil & Gas Fields Ok- Texas") and Global Oil & Gas Fields Ok-
lahoma LLC ("Global Oklahoma" und lahoma LLC ("Global Oklahoma" and to-
zusammen mit Global Texas “Global gether with Global Texas "Global U.S.
U.S. Subsidiaries") sind jeweils gesell- Subsidiaries") are both member-man-
schaftergefiihrte Unternehmen (mem- aged entities (cf. Annex 1).
ber-managed entities) (vgl. Anlage 1).
Einzige Gesellschafterin der Global
Texas und der Global Oklahoma ist je-
weils die Global Oil & Gas AG ("Global
AG") (vgl. Anlage 2). Gegenwartig ist
kein Geschaftsfilhrer fiir die Global
Texas und die Global Oklahoma bestellt,
der nicht selbst Gesellschafter ist. Die
Global AG ist daher die jeweilige Ge-
schaftsfuhrerin der Global Texas und der
Global Oklahoma.
Global Oil & Gas AG, Plauener StraBe 163-165, Haus G, D-13053 Berlin
Sitz der Gesellschaft: Bad Vilbel, eingetragen im Handelsregister des Amtsgerichts Frankfurt am Main unter HRB 77927
Vorstand: Stefan ten Doornkaat, Aufsichtsratsvorsitzender: Prof. Dr. Rainer Lauterbach
Exhibit A.1
Die Global AG ist eine Aktiengesellschaft Global AG is a stock corporation orga-
nach deutschem Recht mit Sitz in Bad Vi- nized under German law, having its reg-
bel, eingetragen im Handelsregister des istered seat in Bad Vibel, registered with
Amtsgerichts Frankfurt am Main unter the commercial register (Handelsregis-
HRB 77927 (vgl. Anlage 3). ter) of the local court (Amtsgericht) of
Frankfurt am Main under HRB 77927 (cf.
Annex 3).
Der Unterzeichner ist der Alleinvorstand
der Global AG und seit dem 22. Juni
2023 als Vorstand im Handelsregister
eingetragen (vgl. Anlage 3). Der Unter-
zeichner ist daher befugt, die Global AG
als Vorstand mit Alleinvertretungsmacht
Zu vertreten.
Der Unterzeichner bestatigt die Beauftra-
gung von Tucker Ellis LLP in oben ge-
nanntem Verfahren (vgl. Anlage 4). (cf. An-
nex 4).
Wie in dem beigefiigten Vorstandsbe-
schluss (vgl. Anlage 4) dargelegt, wurde
Tucker Ellis LLP im Mai 2023 von der
Global AG, Global Texas und Global
Oklahoma beauftragt, die Global AG,
Global Texas und Global Oklahoma in
Bezug auf rechtliche Optionen im Zu-
sammenhang mit dem Verhalten von
Herrn Bernard Tubeileh zu beraten und
diese Global Gesellschaften in allen dar-
aus resultierenden Rechtsstreitigkeiten
zu vertreten. Somit umfasst die Vertre-
tung durch Tucker Ellis LLP den von
Herrn Bernard Tubeileh eingereichten
Rechtsstreit Bernard Tubeileh et al. v.
Global Oil & Gas Texas LLC et al., Cause
No. DC-23-07534, District Court of Dallas
County, Texas, 68th Judicial District. Tu-
cker Ellis LLP wurde bevollmachtigt, Glo-
bal Texas und Global Oklahoma in die-
sem Rechtsstreit zu allen relevanten
Zeitpunkten und auch in Zukunft zu ver-
treten.
Dariiber hinaus ist Tucker Ellis LLP nach 7. Furthermore, following the attached Man-
dem beigefiigten Vorstandsbeschluss agement Board Resolution (cf. Annex 4)
(vgl. Anlage 4) ermachtigt, weitere An- Tucker Ellis LLP is also authorized to re-
walte, Sachverstandige und Berater zu tain additional counsel, experts, and con-
beauftragen, die Tucker Ellis LLP bei der sultants to assist Tucker Ellis LLP in rep-
Vertretung von Global Texas und Global resenting Global Texas and Global Okla-
Oklahoma unterstiitzen, darunter insbe- homa, including Crowe & Dunlevy.
sondere Crowe & Dunlevy.
oe
Exhibit A.2
Dusseldorf 20. Dezember 2023 / 20 December 2023
Vbaloo
Stefan ten Doornkaat
Vorstand / Management Board of
Global Oil & Gas AG
Anlagen / Annex:
Anlage 1/ Annex 1 Amended & Restated Company Agreements of Global Oil & Gas Texas
LLC and Global Oil & Gas Fields Oklahoma LLC dated on or around
11 May 2023
Anlage 2 / Annex 2: Company Agreement of Global Oil & Gas Texas LLC dated 10 August
2018 and Articles of Merger for Global Oil & Gas Fields, LLC, and Global
Oil & Gas Fields Oklahoma, LLC, filed with the Oklahoma Secretary of
State on 14 November 2008
Anlage 3 / Annex 3: Handelsregisterauszug der Global AG vom 11. Dezember 2023 nebst in-
formeller englischer Ubersetzung / Extract from the commercial register of
Global AG dated 11 December 2023 and informal English translation of the
same
Anlage 4/ Annex 4 Beschluss des Vorstands der Global AG vom 20. Dezember 2023 / Resolu-
tion of the Management Board of Global AG dated 20 December 2023
eae
Exhibit A.3
From: Dr. Detlef Mader
To: csukosky@cloudavize,com; Bernard Tubelleh; Birait Reinbott; manager@aog-aa.de; Oliver Krautscheid
Subject: Company News
Date: Monday, May 8, 2023 9:36:34 AM
Dear Cody,
Tam reaching out to you today with an urgent and confidential request.
Thereby instruct you for a backup of all company emails of the domain: @gog-ag.com
(all accounts). The backups are necessary to preserve evidence.
Please take care of this immediately and confirm completion via email. We will clarify
any questions regarding the transfer of the backup later.
Do you also have backups to the company drives? If you incur any costs for the backup,
for example for a data carrier (stick, drive) or your time, we will reimburse you.
As the representative of the sole shareholder and Supervising President of the US
subsidiaries, I have ordered a compliance audit. This concerns the following companies:
Global Oil and Gas Fields Oklahoma, LLC and Global Oil & Gas Texas, LLC..
COO, but reports now to Oliver Krautscheid.
Mr. Krautscheid needs the email address: manager(@gog-ag.com. Can you please set this
up for him as soon as possible?
Please coordinate the transfer of backup with Oliver Krautscheid only.
cnr twinge mr 070900508
Mr. Krautscheid approves the backups as manager of the US subsidiaries. We are both
available to answer any questions.
With best wishes,
Detlef
Dr. Detlef Mader
Chief Executive Officer
Global Oil & Gas AG
BT 000186
Exhibit B.1
From: Dr. Detlef Mader
Sent: Monday, May 8, 2023 9:29 AM CDT
To: lori.land@gog-ag.com; keely.land@gog-ag.com; angela.pesina@gog-ag.com; tammy.cangelose@gog-ag.com;
accounting@gog-ag.com; Bernard Tubeileh
Subject: ‘Company News
Dear All,
Today I would like to inform you about personnel changes that I have decided in my role
as CEO of the parent company of Global and GOGTX.
Btetve May 5.2003, Lhave appointed liver Krautsheid nthe management of both
Bernard will continue in the role and responsibility of "Head of American Operations"
and Chief Operating Officer. He will report to Oliver and work with him in a spirit of
trust, as I have done with him in the past.
ae ee elie
Therefore, I request that you attend a team meeting at the office at 11 a.m, today.
til npr cn COS nay Bow Chan Sen Dat
With best wishes,
Detlef
Dr. Detlef Mader
Chief Executive Officer
Global Oil & Gas AG
Virenfrei.www.avast.com
Exhibit C.1
BT001305
Exhibit C.2
BT001306
AMENDED AND RESTATED COMPANY AGREEMENT OF
GLOBAL OIL AND GAS FIELDS OKLAHOMA, LLC
THIS AMENDED AND RESTATED COMPANY AGREEMENT OF GLOBAL OIL
AND GAS FIELDS OKLAHOMA, LLC, an Oklahoma limited liability company, is adopted
effective as of May 11, 2023 (the “Effective Date”), by the undersigned Member of the Company.
This Agreement replaces and supersedes all operating or company agreements previously in
effect.
ARTICLE I
DEFINED TERMS
The capitalized terms used in this Agreement shall, unless the context otherwise requires,
have the meanings specified in this Article I.
Act. The Oklahoma Limited Liability Company Law, as it may be amended from time to
time, and any successor to such Act.
Agreement. This Agreement as originally executed and as subsequently amended from
time to time
Articles of Organization. The Articles of Organization of the Company described in
Section 2.1 of this Agreement.
Bankruptcy. Bankruptcy under the federal Bankruptcy Code or insolvency under any state
insolvency act.
Business Day. Any day other than a Saturday, Sunday and all legal public holidays in the
Tulsa, Oklahoma.
Code. The Internal Revenue Code of 1986, as it has been and may be amended.
Company. Global Oil and Gas Fields Oklahoma, LLC, as such limited liability company
may from time to time be constituted.
Company Property or Properties. All interests, properties and rights of any type owned by
the Company, whether owned by the Company at the date of its formation or thereafter acquired.
Interest(s) or Membership Interest. The rights and interests of a Member under this
Agreement and the Act.
Members. The Persons who are admitted as Members of the Company from time to time.
Notification. A writing containing any information required by this Agreement to be
communicated to any Person, which may be personally delivered, sent by registered or certified
1
5977880.3
Exhibit D.1
mail, postage prepaid, or sent by facsimile transmission promptly confirmed by mail, to such
Person, at the last known address of such Person on the Company records. Any such Notification
shall be deemed to be given (i) when delivered, in the case of personal delivery (including by any
courier service), (ii) on the third day after it is deposited in a regularly maintained receptacle for the
deposit of United States mail, addressed and sent as aforesaid, in the case of mail, and (iii) within
the first business hour (being 9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business
Day) after receipt by the addressee, in the case of a confirmed facsimile transmission, provided that
confirmation of a facsimile transmission shall be sent via regular mail. Any communication
cont ing information sent to any Person other than as required by the foregoing sentences, but
which is actually received by such Person, shall constitute Notification as of the date of such receipt
for all purposes of this Agreement.
Person. Any natural person, limited liability company, general partnership, limited
partnership, corporation, joint venture, trust, business trust, cooperative, association or other
business entity.
Transfer. Any change in the record or beneficial ownership of an Interest, whether made
voluntarily or involuntarily by operation of law, including, but not limited to, the following:
(a) a pledge, sale or gift of an Interest to any Person;
(b)
a transfer of an Interest to the personal representative of the estate of a
Member upon such Member’s death, and any subsequent transfer from such personal
representative to the heirs or devisees of the deceased Member under his will or by the laws of
descent and distribution;
(©) a transfer to a judicially appointed personal representative as a result of the
adjudication by a court of competent jurisdiction that the transferor Member is mentally
incompetent to manage his person or property;
(d) a transfer to the transferor Member’s spouse or former spouse, or heirs of
such spouse or former spouse, in connection with a division of their community or other property,
or the divorce or the death of such spouse;
() a general assignment for the benefit of creditors, any assignment to a
creditor resulting from the creditor’s foreclosure upon or execution against such Interest or any
other legal action that results in the transfer of a Member’s Interest;
() the filing by the transferor Member of a voluntary Bankruptcy petition; or
(g) the entry of a judicial order granting the relief requested by the petitioner
in an involuntary Bankruptcy proceeding filed against the transferor Member.
5977880.3
Exhibit D.2
Treasury Regulations. The Income Tax Regulations promulgated under the Code, as such
Treasury Regulations may be amended from time to time (including corresponding provisions of
succeeding Treasury Regulations).
ARTICLE II
ORGANIZATION
z1 Articles of Organization. Articles of Organization for the Company were filed
with the Secretary of State of the State of Oklahoma.
2.2 Qualification in Other Jurisdictions. Prior to the Company conducting business
in any jurisdiction other than Oklahoma, the Member shall cause the Company to comply, to the
extent those matters are reasonably within the control of the Member, with all requirements
necessary to qualify the Company as a foreign limited liability company in that jurisdiction. If it
is decided that the Company shall qualify as a foreign limited liability company, the Member
shall execute, acknowledge, swear to, and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify, continue and
terminate the Company as a foreign limited liability company in all such jurisdictions in which
the Company may conduct business.
2.3 Term. Pursuant to the Act, the existence of the Company began upon the
effective date of the filing of the Articles of Organization. The Company shall exist until
terminated in accordance with this Agreement.
24 Merger: Conversion. The Company may merge with or into another limited
liability company or other entity, convert into a limited liability company organized under the
laws of any other jurisdiction or convert into another form of business entity, or enter into an
agreement to do so, subject to the requirements of the Act and the approval of the Members who
hold not less than two-thirds of the Interests.
2.5 No State-Law Partnership. No provision of this Agreement (including,
without limitation, the provisions of Article XI) shall be deemed or construed to constitute the
Company a partnership (including, without limitation, a limited partnership) or joint venture, or
any Member a partner or joint venturer for any purposes.
ARTICLE II
NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT
3.1 Name. The name of the Company is “Global Oil and Gas Fields
Oklahoma, LLC.”
3.2 Assumed Names. The Members may cause the Company to do business under
one or more assumed names.
3.3 Registered Office; Registered Agent; Principal Office in the United States;
Other Offices. The registered office of the Company required by the Act to be maintained in the
5977880.3
Exhibit D.3
State of Oklahoma shall be the registered office named in the Articles of Organization or such other
office (which need not be a place of business of the Company) as the Member may designate from
time to time in the manner provided by law. The registered agent of the Company in the State of
Oklahoma shall be the registered agent named in the Articles of Organization or such other Person
or Persons as the Member may designate from time to time in the manner provided by law. The
principal office of the Company in the United States shall be at such place as the Member may
designate from time to time, which need not be in the State of Oklahoma, and the Company shall
maintain records there as required by the Act. The Company may have such other offices as the
Member may designate from time to time.
ARTICLE IV
PURPOSE
The purpose for which the Company is organized is to engage in all business for which
limited liability companies may be organized under the laws of the State of Oklahoma.
ARTICLE V
MEMBERS
The names and addresses of the Members shall be set forth in the Company records.
ARTICLE VI
CAPITAL CONTRIBUTIONS AND INTERESTS
6.1 Capital Contributions. The capital contributions made by a Member shall be
recorded in the books and records of the Company.
6.2 Membership Interests. Each Member shall own the Interest set forth in the
Company records.
6.3 Return of Capital Contributions. A Member’s capital contributions may be
returned only in accordance with the terms and conditions herein.
6.4 Interest. No interest shall be paid by the Company on capital contributions.
ARTICLE VII
FISCAL MATTERS; BOOKS AND RECORDS
71 B ank Accounts; Investments. Capital contributions, revenues and any other funds
shall be deposited in a bank account established in the name of the Company, or shall be invested
or deposited in furtherance of the purposes of the Company. Funds deposited in the bank accounts
of the Company may be withdrawn only to be invested in furtherance of the purpose of the
Company, to pay the debts or obligations of the Company or to be distributed to the Members
pursuant to this Agreement.
5977880.3
Exhibit D.4
7.2 Records Required by Act: Right of Inspection.
(a) During the term of the Company and for a period of four (4) years thereafter
the Company shall maintain in the Company’s principal office in the United States specified in Section
3.3 hereof all records required to be kept pursuant to the Act, including, without limitation, (i) a current
list of the names, addresses and Interests held by each of the Members (including, if any class or group
of Interests is established under the Articles of Organization or this Agreement, the names of the
Members who are members of each such class or group); (ii) copies of federal, state and local
information or income tax returns for each of the Company’s six (6) most recent tax years; (iii) copies
of this Agreement and the Articles of Organization, including all amendments or restatements; (iv) if
such information is not otherwise set forth in the Articles of Organization or this Agreement, a written
s
Preview
FILED 4/3/2024 3:29 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Brandon Keys DEPUTY CAUSE NO. DC-23-07534 BERNARD TUBEILEH and SINOSTAR § IN THE DISTRICT COURT OF INVESTMENTS LLC, Plaintiffs, Vv. DALLAS COUNTY, TEXAS GLOBAL OIL & GAS TEXAS, LLC, and GLOBAL OIL & GAS FIELDS OKLAHOMA LLC, Defendants. 68th JUDICIAL DISTRICT CONSOLIDATED REPLY IN SUPPORT OF PLAINTIFFS’ MOTION TO COMPEL, FOR SANCTIONS, AND TO SHOW CAUSE AND PLAINTIFFS’ MOTION TO COMPEL FOR THIRD SET OF REQUESTS FOR PRODUCTION l Summary of Argument Plaintiffs Bernard Tubeileh and Sinostar Investments LLC (“Plaintiffs”) filed a Motion to Compel, for Sanctions, and to Show Cause (the “Motion”) in connection with Global Oil & Gas Texas, LLC and Global Oil & Gas Fields Oklahoma, LLC’s (‘Defendants’) violations of the Texas Rules of Civil Procedure and the Court’s January 12, 2024 Order for their responses to Plaintiffs’ First Set of Requests for Production and First Set of Interrogatories. Plaintiffs’ Motion to Compel for Third Set of Requests for Production (the “Third Motion”) for Defendants’ responses to those requests was filed on March 20, 2024. The Motion and the Third Motion are set for hearing on April 8, 2024 at 10:30 am. For the reasons set forth in the Motion and the Third Motion, Defendants objections should be overruled and Defendants should be ordered to: 1) amend their responses to the relevant interrogatories and requests for production to comply with the Texas Rules of Civil Procedure and the Court’s Order; 2) produce all documents responsive to Plaintiffs’ requests for production, as set forth in the Court's Order and the Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page1 of 10 Third Set of Requests for Production, including GOGAG documents; 3) to provide compliant verifications to interrogatories; and 4) to tell Plaintiffs to which, if any, requests they have responsive hard-copy documents that have not been previously produced electronically. Plaintiffs further ask the Court for an award of attorneys’ fees as sanctions for Defendants’ failure to comply with the Court’s Order and the Texas Rules of Civil Procedure and due to their abuse of the discovery process. I. Facts On Friday, March 8, 2024, Plaintiffs set the Motion for hearing on April 5, 2024. Defendants’ lead counsel Josh Fellenbaum contacted Plaintiffs’ counsel and stated that he had a personal conflict on April 5 and asked to move the hearing to April 8, 2024. In the course of communications with Mr. Fellenbaum about the hearing date, Plaintiffs’ counsel attempted to talk to Mr. Fellenbaum (Defendants’ lead counsel) about the issues raised in the Motion and the relief sought (in addition to the prior attempts set forth in the Motion). Mr. Fellenbaum responded that Defendants’ counsel Jeffrey Sindelar was the one handling the discovery matters and that Plaintiffs’ counsel should take it up with Mr. Sindelar. On March 12, 2024, counsel for Plaintiffs contacted Mr. Sindelar and the other defense counsel in accordance with Mr. Fellenbaum’s direction. Plaintiffs again attempted to confer with Defendants regarding the relief sought, stating as follows: 1 The RFP responses don’t comply with the rules. For each request, | can’t tell whether you’re producing documents or not, and you've produced over a million pages with no indication as to what documents are responsive to which request (if any) Regarding privilege, your responses to the RFPs don’t say that Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 2 of 10 responsive documents are being withheld for privilege. Your privilege log, which has since been produced, doesn’t identify to which requests the withheld documents are responsive For the documents you've said that you'll make available for inspection, what are they and to which of Plaintiffs’ requests are they responsive? We need compliant verifications for both of Defendants’ interrogatory answers. See Ex. H.1 to Third Motion, March 12, 2024 email from C. Bowline to Defendants’ counsel. None of the attorneys representing Defendants ever responded to Plaintiffs’ counsel's email. To date, Defendants have not 1) amended their responses to withdraw improper objections and comply with the Texas Rules of Civil Procedure; 2) identified what documents are being made available for inspection, whether those documents have been previously produced, or to which requests they are allegedly responsive; 3) produced responsive documents; or 4) provided competent verifications. I. Argument Defendants failed to properly respond to Plaintiffs’ valid discovery requests and to comply with the Court’s Order, and these actions are part of a scheme of delay in attempt to prevent Plaintiffs from obtaining relevant documents, moving forward in this case, and obtaining relief. Plaintiffs’ Motion and Third Motion are proper and should be granted. A. Defendants’ Responses to the First RFP and Production of Documents Defendants’ Responses do not comply with the Texas Rules of Civil Procedure. As set forth in the Motion, for each of the fifty-five requests for which Defendants’ were ordered to amend their responses and produce all responsive documents, Defendants’ merely said that “any” responsive documents have been produced. This ambiguous response does not comply with Texas Rule of Civil Procedure 196.2. Defendants have Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 3 of 10 produced over a million pages of documents with no classification, many of which are not responsive.‘ Further, Defendants have not identified, for each response, whether 1) it has additional hard-copy documents that are responsive that have not been produced, and 2) any responsive documents are being withheld for privilege. It is unclear from Defendants’ responses whether Defendants are refusing to produce documents from their parent company, Global Oil & Gas AG (“GOGAG’). Defendants failed to meaningfully respond to Plaintiffs’ questions about this. See Ex. E.4- E.5 to Third Motion. However, to the extent that Defendants are refusing to produce documents on the basis that they do not have possession, custody, or control of GOGAG’s documents, this is not a valid basis. Possession, custody, or control includes not only actual physical possession, but constructive possession, and the right to obtai possession from a third party, such as an agent or representative. GTE Comm. Sys. Corp. v. Tanner, 856 S.W.2d 725, 729 (Tex. 1993). The manager is an agent of an LLC. See Tex. Bus. ORG. CODE § 101.254. Further, over an objection that an American subsidiary did not have possession, custody, or control over a German GmbH’s documents (as here), a federal court found that the American subsidiary “has the practical ability to obtain” from the GmbH information sought in discovery, and that the American subsidiary should be required to attempt to obtain the requested documents. See Dean McNeel, D.D.S., P.A. v. Kavo Dental Technologies, LLC, 2010 WL 11565351 (W.D. Ark. Nov. 8, 2010). In this case, Defendants have produced documents showing that GOGAG is the 1 Defendants’ allegations about Plaintiffs’ production are false. In response to Plaintiffs’ Request Nos. 165 and 167, Defendants indicated that they were not producing any documents. Defendants asked Plaintiffs to produce all of Mr. Tubeileh’s Global emails, and Plaintiffs did so. Plaintiffs’ discovery responses are not at issue in this Motion; if Defendants wish to bring such a motion, Plaintiffs will respond at that time. Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 4 of 10 current Manager for Defendants. See Ex. A, December 20, 2023 Confirmation of Authority of Tucker Ellis LLP to represent Global U.S. Subsidiaries in Court Proceedings, produced by Defendants on January 2, 2024, at A.1-A.2. GOGAG, as Defendants’ Manager, actually retained Defense Counsel in this case. /d. According to documents produced by Defendants, GOGAG shall have “full, complete and exclusive authority, power and discretion to manage and control the business, affairs and properties of [Defendants], to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of [Defendants’] business, property, and affairs.” See Ex. D, Amended & Restated Company Agreement of Global Oil & Gas Fields Oklahoma, LLC, at D.6, J 8.1, and Ex. E, Amended & Restated Company Agreement of Global Oil & Gas Fields Oklahoma, LLC, at E.6, J 8.1 (both produced by Defendants on January 2, 2024). Defendants have the right to obtain possession and the practical ability to obtain any relevant documents from GOGAG, Defendants’ manager, who has “exclusive authority” to control Defendants’ business and is directing this litigation. See Ex. A.1-A.2; Ex. D.6; Ex. E.6; Imagine Auto. Grp. v. Boardwalk Motor Cars, Ltd., 430 S.W.3d 620, 641-42 (Tex. App.—Dallas 2014, pet. denied). As the Manager, GOGAG is an agent of Defendants, and Defendants have the right to obtain the requested documents. See GTE, 856 S.W.2d at 729; TEx. Bus. ORG. CODE § 101.254. Therefore, to the extent that Defendants are withholding responsive documents on the basis that they do not have custody, possession, or control of GOGAG documents, Plaintiffs ask the Court to order Defendants to produce these documents. Plaintiffs ask the Court to order Defendants to amend their responses to comply with Rules 196.2 and 193.3(a) and to compel Defendants to produce all responsive Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 5 of 10 documents (including responsive GOGAG documents). B. Documents for Inspection and Copying Defendants attempt to circumvent the Texas Rules of Civil Procedure and the Court’s Orders by saying that they have made documents available for inspection and copying. It is unclear if any of these documents are responsive to Plaintiffs’ requests or, if so, to which requests. Defendants’ counsel refuses to tell Plaintiffs’ counsel whether they are in possession of hard-copy documents that 1) are responsive, and 2) have not been produced electronically. See Ex. 12.1 to Motion; Ex. E.1, E.3, G.1, H.1 to Third Motion. It is a tenet of discovery that documents produced must be responsive.” Defendants’ statement that the documents will be produced as they are kept in the ordinary course of business does not excuse them from their duty to do a diligent search to find requested documents. Plaintiffs ask the Court to order Defendants to 1) produce all responsive documents, as previously ordered; 2) tell Plaintiffs to which, if any, of the requests the hard-copy documents are responsive; and 3) tell Plaintiffs if any responsive hard-copy documents have not been previously produced. C. Verifications Defendants failed to provide compliant verifications. In their response to the Motion, Defendants argue that their verifications are sufficient.? To the contrary, their verifications are signed by Oliver Krautscheid. Mr. Krautscheid states “I am capable of making this verification” but does not provide any basis for his alleged competency; this is legally insufficient. See Kerlin v. Arias, 274 S.W.3d 666, 668 (Tex. 2008) (citing Humphreys v. Caldwell, 888 S.W.2d 469, 470 (Tex.1994); Radio Station KSCS v. 2 See TEx. R. Civ. P. 196.2; 196.3. 3 Response, at p. 9. Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 6 of 10 Jennings, 750 S.W.2d 760, 762 (Tex. 1988)) (holding that an affidavit showing no basis for personal knowledge is legally insufficient). Further, Mr. Krautscheid is not a party*; a responding party—not an agent or attorney—must sign the answers to interrogatories under oath. Tex. R. Civ. P. 197.2(d). Defendants each provided thirteen pages of inflammatory, false accusations about Plaintiffs; however, they failed to provide compliant verifications. Therefore, Plaintiffs ask the Court to order Defendants to provide compliant verifications; otherwise, their answers to interrogatories must be struck because they are not provided under oath. D. Documents Regarding Dr. Detlef Mader As stated in the Third Motion, Defendants’ baseless objections to time and place and that the documents are equally available to Plaintiffs should be overruled. Plaintiffs asked for the basis for the objection, and Defendants declined to provide any basis. See Ex. E.3 to Third Motion. Defendants claim that responsive documents have not been produced because they “were not previously in Defendants’ possession.”® This is disingenuous, as Defendants are obligated to do a diligent search. Oliver Krautscheid, the individual that Defendants attempted to have verify their interrogatories in this lawsuit and attends hearings in this matter virtually, is the very person who interacted with Dr. Mader and provided the proposed settlement agreement. See Ex. B.9-B.17 to Third Motion. Stefan ten Doornkaat composes the Management Board of Defendants’ parent company, Global Oil & Gas AG (“GOGAG’), and serves as Defendants’ manager; Mr. Doornkaat is the 4 In their Response to the Third Motion, at p. 10, footnote 3, Defendants state that “there is no allegation that Mr. Krautscheid is or ever was an employee of Global Oklahoma.” If this is Defendants’ position, Mr. Krautscheid clearly does not have the capacity to execute the verifications. 5 Response to Motion, at p. 1. Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 7 of 10 individual who authorized the hiring of Defendants’ counsel.° The idea that the requested documents were somehow unavailable to Defendants’ counsel through their connections with Mr. Krautscheid and Mr. Doornkaat prior to Plaintiffs’ Third Motion is not credible; the people involved in the communications at issue are the very same individuals who hired Defendants’ counsel in this matter and executed the purported verifications. Defendants argue that they “had no prior obligation to produce documents pertaining to Dr. Mader's resignation.”” The Court previously ordered Defendants to produce the complete employment file for Dr. Mader, including any documents concerning Dr. Mader’s termination. The proposed settlement agreement drafted by GOGAG acknowledges that Dr. Mader was appointed Supervisory President of Defendants in 2021.9 The Court previously ordered Defendants to produce a copy of all documents reflecting GOGAG’s acceptance of Dr. Mader’s appointment as Defendants’ President. All of these documents should have been produced on or before February 15, 2024, in compliance with the Court’s Order. Defendants’ continued failure to produce these documents is a violation of the Court’s Order. There are only two possible explanations for Defendants’ failure to produce these documents; either 1) Defendants knew of these documents but chose not to produce them, or 2) Defendants did not look for these documents, and did not ask their contacts Mr. Krautscheid and Mr. Doornkaat for them. Had Dr. Mader not called Mr. Tubeileh (against the express instructions of GOGAG and Defendants), Plaintiffs never would have known about Defendants’ attempts to pay Dr. Mader and control his testimony in this ® See Ex. A.1-A.2. 7 Response to Motion at p. 3. 8 Ex. A.12 to the Third Motion; Ex. F.2, F.3, F.5. ° Ex. B.13 to the Third Motion. Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 8 of 10 case. Defendants’ discovery conduct is a violation of the Court's Order and the Texas Rules of Civil Procedure. E. Discovery Regarding Oliver Krautscheid Oliver Krautscheid was appointed as Defendants’ Manager on May 5, 2023. See Ex. B.1, BT 000186; Ex. C.1, BT 001305"°. Dr. Mader, Defendants’ president and the CEO of GOGAG, told Mr. Tubeileh that Mr. Krautscheid did not have a permit to work in the United States. Mr. Tubeileh, a green card holder, resigned due to Defendants’ actions, as they sought to improperly have Mr. Krautscheid work in the United States without a valid work permit. Plaintiffs’ allegations concerning Mr. Krautscheid are contained in Paragraphs 27-34 of Plaintiffs’ Fourth Amended Petition and the requested information is relevant to Plaintiffs’ claims for breach of the Agreement". Therefore, Plaintiffs ask the Court to overrule Defendants’ objections to Request Nos. 5-10 from the Third Set of Requests for Production and order Defendants to amend their responses and produce all responsive documents. IV. Conclusion WHEREFORE, PREMISES CONSIDERED, Plaintiffs Bernard Tubeileh and Sinostar Investments LLC respectfully pray that this Court overrule Defendants’ improper, baseless objections and order Defendants to: 1) amend their responses to the relevant interrogatories and requests for production to comply with the Texas Rules of Civil Procedure and the Court’s Order; 2) produce all documents responsive to Plaintiffs’ 10 These documents were produced by Defendants as well, but Defendants’ documents were produced as Confidential. ‘1 Defendants’ claim that “there is no allegation that Mr. Krautscheid is or ever was an employee of Global Oklahoma’ (response at p. 10, footnote 3) is false; Dr. Mader informed Mr. Tubeileh that he had hired Mr. Krautscheid as Defendants’ manager to work in the United States. Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 9 of 10 requests for production, as set forth in the Court’s Order and the Third Set of Requests for Production, including those from GOGAG; 3) provide compliant verifications to interrogatories; and 4) tell Plaintiffs to which, if any, requests they have responsive hard- copy documents that have not been previously produced electronically; award Plaintiffs their reasonable expenses incurred in connection with these discovery motions, including attorneys’ fees; and further grant Plaintiffs all such further relief, whether in law or in equity, to which they may show themselves justly entitled. Respectfully Submitted, BRIAN LAUTEN, P.C. RiesS- Brian P. Lauten State Bar No. 24031603 blauten@brianlauten.com Courtney G. Bowline State Bar No. 24055206 cbowline@brianlauten.com Kaylee Vanstory State Bar No. 24115009 kvansto brianlauten.com 3811 Turtle Creek Blvd., Suite 825 Dallas, Texas 75219 (214) 414-0996 telephone (214) 744-3015 facsimile ATTORNEYS FOR PLAINTIFFS BERNARD TUBEILEH and SINOSTAR INVESTMENTS LLC CERTIFICATE OF SERVICE In accordance with Rule 21a of the Texas Rules of Civil Procedure, | certify that on April 3, 2024, a true and correct copy of the foregoing instrument was forwarded to all counsel of record by way of the ECF case manager system. /s/ Courtney Bowline Courtney G. Bowline Plaintiffs’ Reply in Support of Motion to Compel, for Sanctions, and to Show Cause And Plaintiff's Motion to Compel for Third Set of Requests for Production Page 10 of 10 GLOBAL 4 Oil & GasAG Tucker Ellis LLP z.Hd. / Att. Herr / Mr. Joshua Fellenbaum 950 Main Avenue, Suite 1100 Cleveand, OH. 44113 USA 20. Dezember 2023 / 20 December 2023 Zur Vorlage beim For submission to District Court of Dallas County, Texas, 68th Judicial District in dem Verfahren in the proceeding Berard Tubeileh et al. v. Global Oil & Gas Texas LLC et al., Cause No. DC-23-07534, District Court of Dallas County, Texas, 68th Judicial District Bestatigung der Vollmacht von Tucker El- Confirmation of Authority of Tucker Ellis lis LLP zur prozessualen Vertretung der LLP to represent Global U.S. Subsidiaries Global U.S. Subsidiaries in court proceedings Sehr geehrte Damen und Herren, Dear Sir or Madam, der Unterzeichner erklart in oben genannter the undersigned declares the following in the Sache was folgt: above-mentioned matter: 1 Global Oil & Gas Texas LLC ("Global 4 Global Oil & Gas Texas LLC ("Global Texas") und Global Oil & Gas Fields Ok- Texas") and Global Oil & Gas Fields Ok- lahoma LLC ("Global Oklahoma" und lahoma LLC ("Global Oklahoma" and to- zusammen mit Global Texas “Global gether with Global Texas "Global U.S. U.S. Subsidiaries") sind jeweils gesell- Subsidiaries") are both member-man- schaftergefiihrte Unternehmen (mem- aged entities (cf. Annex 1). ber-managed entities) (vgl. Anlage 1). Einzige Gesellschafterin der Global Texas und der Global Oklahoma ist je- weils die Global Oil & Gas AG ("Global AG") (vgl. Anlage 2). Gegenwartig ist kein Geschaftsfilhrer fiir die Global Texas und die Global Oklahoma bestellt, der nicht selbst Gesellschafter ist. Die Global AG ist daher die jeweilige Ge- schaftsfuhrerin der Global Texas und der Global Oklahoma. Global Oil & Gas AG, Plauener StraBe 163-165, Haus G, D-13053 Berlin Sitz der Gesellschaft: Bad Vilbel, eingetragen im Handelsregister des Amtsgerichts Frankfurt am Main unter HRB 77927 Vorstand: Stefan ten Doornkaat, Aufsichtsratsvorsitzender: Prof. Dr. Rainer Lauterbach Exhibit A.1 Die Global AG ist eine Aktiengesellschaft Global AG is a stock corporation orga- nach deutschem Recht mit Sitz in Bad Vi- nized under German law, having its reg- bel, eingetragen im Handelsregister des istered seat in Bad Vibel, registered with Amtsgerichts Frankfurt am Main unter the commercial register (Handelsregis- HRB 77927 (vgl. Anlage 3). ter) of the local court (Amtsgericht) of Frankfurt am Main under HRB 77927 (cf. Annex 3). Der Unterzeichner ist der Alleinvorstand der Global AG und seit dem 22. Juni 2023 als Vorstand im Handelsregister eingetragen (vgl. Anlage 3). Der Unter- zeichner ist daher befugt, die Global AG als Vorstand mit Alleinvertretungsmacht Zu vertreten. Der Unterzeichner bestatigt die Beauftra- gung von Tucker Ellis LLP in oben ge- nanntem Verfahren (vgl. Anlage 4). (cf. An- nex 4). Wie in dem beigefiigten Vorstandsbe- schluss (vgl. Anlage 4) dargelegt, wurde Tucker Ellis LLP im Mai 2023 von der Global AG, Global Texas und Global Oklahoma beauftragt, die Global AG, Global Texas und Global Oklahoma in Bezug auf rechtliche Optionen im Zu- sammenhang mit dem Verhalten von Herrn Bernard Tubeileh zu beraten und diese Global Gesellschaften in allen dar- aus resultierenden Rechtsstreitigkeiten zu vertreten. Somit umfasst die Vertre- tung durch Tucker Ellis LLP den von Herrn Bernard Tubeileh eingereichten Rechtsstreit Bernard Tubeileh et al. v. Global Oil & Gas Texas LLC et al., Cause No. DC-23-07534, District Court of Dallas County, Texas, 68th Judicial District. Tu- cker Ellis LLP wurde bevollmachtigt, Glo- bal Texas und Global Oklahoma in die- sem Rechtsstreit zu allen relevanten Zeitpunkten und auch in Zukunft zu ver- treten. Dariiber hinaus ist Tucker Ellis LLP nach 7. Furthermore, following the attached Man- dem beigefiigten Vorstandsbeschluss agement Board Resolution (cf. Annex 4) (vgl. Anlage 4) ermachtigt, weitere An- Tucker Ellis LLP is also authorized to re- walte, Sachverstandige und Berater zu tain additional counsel, experts, and con- beauftragen, die Tucker Ellis LLP bei der sultants to assist Tucker Ellis LLP in rep- Vertretung von Global Texas und Global resenting Global Texas and Global Okla- Oklahoma unterstiitzen, darunter insbe- homa, including Crowe & Dunlevy. sondere Crowe & Dunlevy. oe Exhibit A.2 Dusseldorf 20. Dezember 2023 / 20 December 2023 Vbaloo Stefan ten Doornkaat Vorstand / Management Board of Global Oil & Gas AG Anlagen / Annex: Anlage 1/ Annex 1 Amended & Restated Company Agreements of Global Oil & Gas Texas LLC and Global Oil & Gas Fields Oklahoma LLC dated on or around 11 May 2023 Anlage 2 / Annex 2: Company Agreement of Global Oil & Gas Texas LLC dated 10 August 2018 and Articles of Merger for Global Oil & Gas Fields, LLC, and Global Oil & Gas Fields Oklahoma, LLC, filed with the Oklahoma Secretary of State on 14 November 2008 Anlage 3 / Annex 3: Handelsregisterauszug der Global AG vom 11. Dezember 2023 nebst in- formeller englischer Ubersetzung / Extract from the commercial register of Global AG dated 11 December 2023 and informal English translation of the same Anlage 4/ Annex 4 Beschluss des Vorstands der Global AG vom 20. Dezember 2023 / Resolu- tion of the Management Board of Global AG dated 20 December 2023 eae Exhibit A.3 From: Dr. Detlef Mader To: csukosky@cloudavize,com; Bernard Tubelleh; Birait Reinbott; manager@aog-aa.de; Oliver Krautscheid Subject: Company News Date: Monday, May 8, 2023 9:36:34 AM Dear Cody, Tam reaching out to you today with an urgent and confidential request. Thereby instruct you for a backup of all company emails of the domain: @gog-ag.com (all accounts). The backups are necessary to preserve evidence. Please take care of this immediately and confirm completion via email. We will clarify any questions regarding the transfer of the backup later. Do you also have backups to the company drives? If you incur any costs for the backup, for example for a data carrier (stick, drive) or your time, we will reimburse you. As the representative of the sole shareholder and Supervising President of the US subsidiaries, I have ordered a compliance audit. This concerns the following companies: Global Oil and Gas Fields Oklahoma, LLC and Global Oil & Gas Texas, LLC.. COO, but reports now to Oliver Krautscheid. Mr. Krautscheid needs the email address: manager(@gog-ag.com. Can you please set this up for him as soon as possible? Please coordinate the transfer of backup with Oliver Krautscheid only. cnr twinge mr 070900508 Mr. Krautscheid approves the backups as manager of the US subsidiaries. We are both available to answer any questions. With best wishes, Detlef Dr. Detlef Mader Chief Executive Officer Global Oil & Gas AG BT 000186 Exhibit B.1 From: Dr. Detlef Mader Sent: Monday, May 8, 2023 9:29 AM CDT To: lori.land@gog-ag.com; keely.land@gog-ag.com; angela.pesina@gog-ag.com; tammy.cangelose@gog-ag.com; accounting@gog-ag.com; Bernard Tubeileh Subject: ‘Company News Dear All, Today I would like to inform you about personnel changes that I have decided in my role as CEO of the parent company of Global and GOGTX. Btetve May 5.2003, Lhave appointed liver Krautsheid nthe management of both Bernard will continue in the role and responsibility of "Head of American Operations" and Chief Operating Officer. He will report to Oliver and work with him in a spirit of trust, as I have done with him in the past. ae ee elie Therefore, I request that you attend a team meeting at the office at 11 a.m, today. til npr cn COS nay Bow Chan Sen Dat With best wishes, Detlef Dr. Detlef Mader Chief Executive Officer Global Oil & Gas AG Virenfrei.www.avast.com Exhibit C.1 BT001305 Exhibit C.2 BT001306 AMENDED AND RESTATED COMPANY AGREEMENT OF GLOBAL OIL AND GAS FIELDS OKLAHOMA, LLC THIS AMENDED AND RESTATED COMPANY AGREEMENT OF GLOBAL OIL AND GAS FIELDS OKLAHOMA, LLC, an Oklahoma limited liability company, is adopted effective as of May 11, 2023 (the “Effective Date”), by the undersigned Member of the Company. This Agreement replaces and supersedes all operating or company agreements previously in effect. ARTICLE I DEFINED TERMS The capitalized terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article I. Act. The Oklahoma Limited Liability Company Law, as it may be amended from time to time, and any successor to such Act. Agreement. This Agreement as originally executed and as subsequently amended from time to time Articles of Organization. The Articles of Organization of the Company described in Section 2.1 of this Agreement. Bankruptcy. Bankruptcy under the federal Bankruptcy Code or insolvency under any state insolvency act. Business Day. Any day other than a Saturday, Sunday and all legal public holidays in the Tulsa, Oklahoma. Code. The Internal Revenue Code of 1986, as it has been and may be amended. Company. Global Oil and Gas Fields Oklahoma, LLC, as such limited liability company may from time to time be constituted. Company Property or Properties. All interests, properties and rights of any type owned by the Company, whether owned by the Company at the date of its formation or thereafter acquired. Interest(s) or Membership Interest. The rights and interests of a Member under this Agreement and the Act. Members. The Persons who are admitted as Members of the Company from time to time. Notification. A writing containing any information required by this Agreement to be communicated to any Person, which may be personally delivered, sent by registered or certified 1 5977880.3 Exhibit D.1 mail, postage prepaid, or sent by facsimile transmission promptly confirmed by mail, to such Person, at the last known address of such Person on the Company records. Any such Notification shall be deemed to be given (i) when delivered, in the case of personal delivery (including by any courier service), (ii) on the third day after it is deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid, in the case of mail, and (iii) within the first business hour (being 9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day) after receipt by the addressee, in the case of a confirmed facsimile transmission, provided that confirmation of a facsimile transmission shall be sent via regular mail. Any communication cont ing information sent to any Person other than as required by the foregoing sentences, but which is actually received by such Person, shall constitute Notification as of the date of such receipt for all purposes of this Agreement. Person. Any natural person, limited liability company, general partnership, limited partnership, corporation, joint venture, trust, business trust, cooperative, association or other business entity. Transfer. Any change in the record or beneficial ownership of an Interest, whether made voluntarily or involuntarily by operation of law, including, but not limited to, the following: (a) a pledge, sale or gift of an Interest to any Person; (b) a transfer of an Interest to the personal representative of the estate of a Member upon such Member’s death, and any subsequent transfer from such personal representative to the heirs or devisees of the deceased Member under his will or by the laws of descent and distribution; (©) a transfer to a judicially appointed personal representative as a result of the adjudication by a court of competent jurisdiction that the transferor Member is mentally incompetent to manage his person or property; (d) a transfer to the transferor Member’s spouse or former spouse, or heirs of such spouse or former spouse, in connection with a division of their community or other property, or the divorce or the death of such spouse; () a general assignment for the benefit of creditors, any assignment to a creditor resulting from the creditor’s foreclosure upon or execution against such Interest or any other legal action that results in the transfer of a Member’s Interest; () the filing by the transferor Member of a voluntary Bankruptcy petition; or (g) the entry of a judicial order granting the relief requested by the petitioner in an involuntary Bankruptcy proceeding filed against the transferor Member. 5977880.3 Exhibit D.2 Treasury Regulations. The Income Tax Regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time (including corresponding provisions of succeeding Treasury Regulations). ARTICLE II ORGANIZATION z1 Articles of Organization. Articles of Organization for the Company were filed with the Secretary of State of the State of Oklahoma. 2.2 Qualification in Other Jurisdictions. Prior to the Company conducting business in any jurisdiction other than Oklahoma, the Member shall cause the Company to comply, to the extent those matters are reasonably within the control of the Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. If it is decided that the Company shall qualify as a foreign limited liability company, the Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business. 2.3 Term. Pursuant to the Act, the existence of the Company began upon the effective date of the filing of the Articles of Organization. The Company shall exist until terminated in accordance with this Agreement. 24 Merger: Conversion. The Company may merge with or into another limited liability company or other entity, convert into a limited liability company organized under the laws of any other jurisdiction or convert into another form of business entity, or enter into an agreement to do so, subject to the requirements of the Act and the approval of the Members who hold not less than two-thirds of the Interests. 2.5 No State-Law Partnership. No provision of this Agreement (including, without limitation, the provisions of Article XI) shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer for any purposes. ARTICLE II NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT 3.1 Name. The name of the Company is “Global Oil and Gas Fields Oklahoma, LLC.” 3.2 Assumed Names. The Members may cause the Company to do business under one or more assumed names. 3.3 Registered Office; Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company required by the Act to be maintained in the 5977880.3 Exhibit D.3 State of Oklahoma shall be the registered office named in the Articles of Organization or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Oklahoma shall be the registered agent named in the Articles of Organization or such other Person or Persons as the Member may designate from time to time in the manner provided by law. The principal office of the Company in the United States shall be at such place as the Member may designate from time to time, which need not be in the State of Oklahoma, and the Company shall maintain records there as required by the Act. The Company may have such other offices as the Member may designate from time to time. ARTICLE IV PURPOSE The purpose for which the Company is organized is to engage in all business for which limited liability companies may be organized under the laws of the State of Oklahoma. ARTICLE V MEMBERS The names and addresses of the Members shall be set forth in the Company records. ARTICLE VI CAPITAL CONTRIBUTIONS AND INTERESTS 6.1 Capital Contributions. The capital contributions made by a Member shall be recorded in the books and records of the Company. 6.2 Membership Interests. Each Member shall own the Interest set forth in the Company records. 6.3 Return of Capital Contributions. A Member’s capital contributions may be returned only in accordance with the terms and conditions herein. 6.4 Interest. No interest shall be paid by the Company on capital contributions. ARTICLE VII FISCAL MATTERS; BOOKS AND RECORDS 71 B ank Accounts; Investments. Capital contributions, revenues and any other funds shall be deposited in a bank account established in the name of the Company, or shall be invested or deposited in furtherance of the purposes of the Company. Funds deposited in the bank accounts of the Company may be withdrawn only to be invested in furtherance of the purpose of the Company, to pay the debts or obligations of the Company or to be distributed to the Members pursuant to this Agreement. 5977880.3 Exhibit D.4 7.2 Records Required by Act: Right of Inspection. (a) During the term of the Company and for a period of four (4) years thereafter the Company shall maintain in the Company’s principal office in the United States specified in Section 3.3 hereof all records required to be kept pursuant to the Act, including, without limitation, (i) a current list of the names, addresses and Interests held by each of the Members (including, if any class or group of Interests is established under the Articles of Organization or this Agreement, the names of the Members who are members of each such class or group); (ii) copies of federal, state and local information or income tax returns for each of the Company’s six (6) most recent tax years; (iii) copies of this Agreement and the Articles of Organization, including all amendments or restatements; (iv) if such information is not otherwise set forth in the Articles of Organization or this Agreement, a written s