Preview
FILED
4/10/2024 4:26 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Marissa Gomez 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
PLAINTIFFS’ OBJECTIONS AND RESPONSE TO DEFENDANTS’ MOTION TO
QUASH AND FOR PROTECTIVE ORDER REGARDING CORPORATE
REPRESENTATIVE DEPOSITIONS, AND BRIEF IN SUPPORT
I
Summary of Argument
On February 15, 2024, this Court ordered Defendants to provide dates for, inter
alia, Defendants’ depositions to occur prior to April 30, 2024 (the “Deposition Order’). In
violation of this Court’s Deposition Order, and without either conferring with Plaintiffs or
even serving objections to the topics designated in the deposition notice, Defendants filed
a Motion to Quash and for Protective Order (the “Motion’”). Because Plaintiffs’ corporate
representative deposition topics are described with reasonable particularity, and because
Defendants’ Motion is supported by no evidence, Defendants’ Motion is improper.
Pursuant to Texas Rule of Civil Procedure 199.2(b)(1), this Court’s Deposition Order, and
the case-law—Defendants are required to produce a corporate representative for
deposition, who is educated on the topics that have been designated.
Because Defendants are in violation of this Court’s Deposition Order, their Motion
should be denied. This Court should enforce its Deposition Order and set Defendants’
depositions to occur on a date and time certain without any further delay.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 1 of 15
I.
Brief Factual Predicate
On November 13, 2023, Plaintiffs Bernard Tubeileh and Sinostar Investments LLC
(collectively, “Plaintiffs”) requested, among others, the depositions of Defendants Global
Oil & Gas Texas, LLC (“GOG Texas”) and Global Oil & Gas Fields Oklahoma LLC’s
(“GOG Fields” and, with GOG Texas, “Defendants”). See Ex. A, November 13, 2023
email.
Defendants failed to provide any dates.
On December 4, 2023, Plaintiffs filed a Motion for a Court Order to Schedule
Depositions and Appoint a Special Master to Oversee the Depositions.
On January 22, 2024, prior to the hearing, Plaintiffs’ counsel conferred about the
deposition dates and sent Defendants the topics for the corporate representative
depositions. See Ex. B, with attached draft notices at B.3-B.20.
At the hearing, which was more than two weeks after Defendants received
Plaintiffs’ topics, Defendants’ Counsel represented that they would produce Defendants’
corporate representatives for deposition prior to the end of April, 2024. Furthermore, at
no point during the hearing did Defendants raise any objections to the topics provided by
Plaintiffs.
On February 15, 2024, the Court entered its Deposition Order, providing that
Defendants “must provide dates for the depositions... including Defendants’ corporate
representatives, to occur prior to April 30, 2024.” See Ex. C.
For over three weeks prior to the entry of the Court’s Deposition Order, Defendants
were aware of the topics Plaintiffs had designated. See Ex. B, Ex. C.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
2 of 15
Following the hearing and the entry of the Deposition Order, the parties exchanged
a series of emails about the corporate representative depositions, which are summarized
below:
On February 9, 2024, following the hearing, Defendants’
Counsel said that they would “aim to come back shortly with
dates for the corporate representative.” (Ex. D.6) No dates
were provided.
On February 20, 2024, Plaintiffs followed up with a request for
dates for Defendants’ corporate representatives. (Ex. D.5)
On February 21, 2024, Defendants’ Counsel said that “The
Defendants’ corporate representative plans to travel from
Germany to Dallas and is available April 15- April 19, 2024.”
(Ex. D.4)
On February 23, 2024, Plaintiffs’ counsel responded, picked
April 16 and 17 (two of the five offered dates), and asked for
the identity of Defendants’ corporate representative(s). (Ex.
D.3-D.4)
On February 28, 2024, having received no response from
Defendants, Plaintiffs’ counsel asked to change one of the
dates, asking for April 15 and 16 instead. (Ex D.3)
On March 4, 2024, Defendants’ Counsel responded and said
the corporate representative would be available on April 18-
19 only (as opposed to the full week offered only a week
earlier, and not on the dates selected by Plaintiffs), asking for
a meet and confer on the deposition topics. (Ex. D.2)
Later that day, Plaintiffs’ Counsel responded and said that the
dates offered do not work, asking for additional dates, if the
April 15-16 dates initially offered are not available. Plaintiffs’
Counsel again asked for the identity of Defendants’ corporate
representative(s) and responded that the topics had been
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
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previously provided, but there would be some modifications,
given Defendants’ subsequently filed pleadings. (Ex. D.2)
On March 6, 2024, Defendants offered to produce their
corporate representatives for deposition on April 23-24, 2024.
(Ex. D.1)
On March 6, 2024, Plaintiffs’ Counsel confirmed April 23-24
and said Plaintiffs would get the notices ready. Plaintiffs’
Counsel again asked Defendants’ Counsel to identify the
corporate representative. (Ex. D.1). Defendants did not ask
Plaintiffs to provide their finalized topics prior to sending out
the deposition notices.
See Ex. D, email chain containing above-referenced emails.
On March 8, 2024, Plaintiffs served notices for Defendants’ depositions. See Ex.
A and Ex. B to Motion (the “Notices’).
On March 13, 2024, at 2:51 pm, five days after the notices were served,
Defendants’ Counsel asked to confer on deposition topics. Less than two hours later,
Plaintiffs’ Counsel responded, offering times to confer, again requesting that Defendants
disclose the identity of their corporate representative(s). See Ex. E, March 13, 2024
emails.
Thirty minutes after Plaintiffs’ Counsel’s email, and only two hours after asking for
times to confer, Defendants filed their Motion. The Motion states that “the depositions of
[Defendants] are automatically stayed until this Motion is resolved.” Motion, at p. 7.
Despite this Court's Deposition Order, Defendants have not provided any alternative
dates for Defendants’ depositions.
Because this Court has already ordered Defendants to produce their corporate
representatives for deposition, this Court should deny Defendants’ Motion and order that
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
4 of 15
these depositions proceed at a date and time certain.
I.
Argument & Authoritie:
A.
BECAUSE THIS COURT HAS ALREADY ORDERED DEFENDANTS’
DEPOSITIONS, THE MOTION TO QUASH SHOULD BE DENIED
Defendants have been ordered to provide workable dates to present their
corporate representatives for deposition. See Ex. C. Plaintiffs still do not have workable
dates; and, on the contrary, Defendants have created more delay by filing an
unauthorized Motion to Quash. Defendants’ Motion should be denied.
B
BECAUSE DEFENDANTS VIOLATED LOCAL RULE 2.07 BY FAILING
TO CONFER, THEIR MOTION SHOULD BE DENIED
Because Defendants did not comply with the conference requirements set forth in
Dallas County Local Rule 2.07, Defendants’ Motion should be denied. Defendants’ Motion
states in pertinent part as follows:
Defendants have attempted to meet and confer on the scope of the deposition topics to
ensure topics are reasonably tailored to the issues in this case, not duplicative of any discovery
already received through other means. and described in sufficient particularity, but to no avail. In
tum, Defendants have exhausted all efforts to resolve the dispute without judicial intervention and
now ask this Court for an Order quashing the Notices and entering a protective order to limit the
scope of deposition topics to relevant topics, described with reasonable particularity.
Motion, at p. 2.
Because the Motion was unilaterally filed without conferring (and notably without
either seeking or obtaining leave from this Court’s Deposition Order), there is
understandably no evidence to support these statements.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
5 of 15
Prior to filing the Motion, and despite having the designated deposition topics for
more than two months, Defendants never objected to any of Plaintiffs’ topics. See Ex. B;
Ex. D. Consequently, any objections Defendants now try to assert are untimely and have
been waived. Defendants’ Motion should be denied.
Cc.
DEFENDANTS ARE REQUIRED To PRODUCE A CORPORATE
REPRESENTATIVE FOR DEPOSITION
Texas Rule of Civil Procedure 199.2(b)(1) states, in part:
If an organization is named as the witness, the notice must describe with
reasonable particularity the matters on which examination is requested.
In response, the organization named in the notice must- a reasonable
time before the deposition- designate one or more individuals to testify
on its behalf and set forth, for each individual designated, the matters on
which the individual will testify. Each individual designated must testify
s to matters that are known or reasonably available to the organization.
TEX. R. Civ. P. 199.2(b)(1).1
a. This is not subject to debate: Defendants are required to produce a
corporate representative, whose testimony binds the organizations
The requirement that Defendants produce a corporate representative for
deposition is not debatable. Indeed, “[a] [corporate representative] deposition allows the
requesting party to obtain ‘more complete information and is, therefore, favored’.” Murphy
v. Kmart Corp., 255 F.R.D. 497, 506-07 (D.S.D. 2009) [quotations omitted]. “A [corporate
‘ Federal Rule 30(b)(6) is analogous and very similarly worded to Texas Rule 199.2(b). Texas
courts are guided by federal decisions on comparable federal rules. See e.g., In re Weekley
Homes, L.P., 295 S.W. 3d 309, 317 (Tex. 2009) (looking to federal law regarding electronic
discovery because federal and state rules of procedure are similar); Sw. Ref. Co., Inc. v. Bernal,
22 S.W.3d 425, 433 (Tex. 2000) (looking to federal class action case law as guidance in
construing the Texas class action rule, Tex. R. Civ. P. 42); Jack H. Brown & Co. v. Northwest Sign
Co., 718 S.W.2d 397, 399 (Tex. App.—Dallas 1986, writ ref'd n.r.e.) (looking to federal law for
guidance in construing the Texas compulsory counterclaim rule).
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
6 of 15
representative] deposition serves a unique function—it is the sworn corporate admission
that is binding on the corporation.” /d.
Contrary to Defendants’ position, “[t]he attorney for the corporation is not at liberty
to manufacture the corporation’s contentions.” U.S. v. Taylor, 166 F.R.D. 356, 362
(M.D.N.C. 1996). Without a rule requiring the corporation to designate a witness to testify
on its behalf, “organizations would have no voice, being legal abstractions, or else speak
in a cacophony of disparate statements.” Great Am. Ins. Co. of NY v. Summit Exterior
Works, LLC, 2012 WL 459885, at *3-5 (D. Conn. Feb. 13, 2012).
Defendants “are not permitted to simply declare themselves to be mere document-
gatherers. They must produce live witnesses who have been prepared to provide
testimony to bind the entity and to explain the corporation's position.” See QBE Insurance
Corp. v. Jorda Enterprises, Inc., 277 F.R.D. 676, 691 (S.D. Fla. 2012) [citations omitted].
Unless required to submit a designated representative, “a corporation would be able to
deceitfully select at trial the most convenient answer presented by a number of finger
pointing witnesses at the depositions. Truth would suffer.” Taylor, 166 F.R.D. at 261.
Further, Defendants’ argument that Plaintiffs’ topics seek information that “is not
accessible to a corporate representative” and “rely on conclusions to which Defendants
do not know the answer’ fails. See Motion, at p. 6. Indeed, a corporation must provide
testimony about information reasonably available to it, including information from
documents, former employees, or other sources. Great Am. Ins. Co. of New York v.
Vegas Const. Co., 251 F.R.D. 534, 541 (D. Nev. 2008) (“The fact that Distinctive Homes
may no longer employ a person with knowledge on the designated topics did not
relieve it of the duty to prepare a properly educated Rule 30(b)(6) designee.”); Asarco
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
7 of 15
LLC v. Noranda Min., Inc., 2015 WL 1924882, at *4 (D. Utah Apr. 28, 2015) (requiring
defendant to prepare a designee to testify "in a non-evasive manner" about the subject
matter of the case even though it no longer employed anyone with first-hand knowledge);
Sprint Commc'ns Co., L.P. v. Theglobe.com, Inc., 236 F.R.D. 524, 528 (D. Kan. 2006)
("[A] party is not permitted to undermine the beneficial purposes of ... Rule [30(b)(6)] by
responding that no witness is available who personally has direct knowledge concerning
the areas of inquiry."); Dravo Corp. v. Liberty Mut. Ins. Co., 164 F.R.D. 70, 75 (D. Neb.
1995) ("If no current employee has sufficient knowledge to provide the requested
information, the party is obligated to prepare one or more witnesses so that they may give
complete, knowledgeable and binding answers on behalf of the corporation."); Elan
Microelectronics Corp. v. Pixcir Microelectronics Co., 2013 WL 4101811, at *6 (D. Nev.
Aug. 13, 2013) ("The fact that an organization no longer has a person with knowledge on
the designated topics does not relieve the organization of the duty to prepare a Rule
30(b)(6) designee."); Taylor, 166 F.R.D. at 361 ("If the persons designated by the
corporation do not possess personal knowledge of the matters set out in the deposition
notice, the corporation is obligated to prepare the designees so that they may give
knowledgeable and binding answers for the corporation.").
Similarly, Defendants’ argument that they should be able to rely on the testimony
of witnesses with personal knowledge (Bernard Tubeileh, Lori Land, and Oliver
Krautscheid) also fails. See Motion, at p. 6. An organization “may not, as [Defendants
suggest], review previous deposition testimony and documents produced in discovery
after the deposition has concluded to then determine its corporate position.” Taylor, 166
F.R.D. at 363.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
8 of 15
Plaintiffs are entitled to tie the Defendants down on each position they take in both
their pleadings and in discovery; consequently, Plaintiffs are not required to pursue
discovery through other forms.? Murphy, 255 F.R.D. at 506-07. The rules do not favor one
discovery method over another or require that those methods be enlisted in any particular
order. In re USAA, 624 S.W.3d at 792 (holding that, when USAA objected to use of
corporate representative deposition as opposed to requests for admission,
interrogatories, or requests for production, “we cannot conclude that the proportionality
concerns reflected in Rule 194.2—avoiding discovery that is unnecessarily cumulative or
for which the burdens outweigh the benefits—categorically foreclose USAA’s deposition”
where USAA failed to produce any evidence besides a police report) (citing Tex. R. Civ.
P. 192.2(b)). Defendants’ Motion should be denied.
b. Even an organization without employees must educate and
produce a corporate representative for deposition
Even in the situation where an organization has no employees—tt still must
produce a corporate representative for deposition. Dravo Corp., 164 F.R.D. at 75 (“If no
current employee has sufficient knowledge to provide the requested information, the party
is obligated to prepare [one or more witnesses] so that they may give complete,
knowledgeable and binding answers on behalf of the corporation.”). To this end, the
deponent is required “to make a good faith effort to find out the relevant facts and prepare
a representative to testify about the subjects. If information is not ‘known or reasonably
2 Defendants’ argument that Plaintiffs can seek the information that they seek from interrogatories
is disingenuous. To date, Defendants have not provided compliant verifications for their answers
to Bernard Tubeileh’s interrogatories; the interrogatories were served on September 18, 2023.
Defendants’ failure to verify their interrogatory responses was made the subject of Plaintiffs’
Motion to Compel, for Sanctions, and to Show Cause, heard by the Court on April 8, 2024. An
order has not yet been entered, but the Court verbally ordered Defendants to provide compliant
verifications in two weeks.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page
9 of 15
available’ to [the deponent] as to certain questions or topics, its representative should
testify to that effect.” Sprint Solutions, Inc. v. iCell Guru, Inc., 310 F.R.D. 562, 568 (E.D.
Ill. 2015) [quotations omitted].
c. There is no exemption from either this Court’s Deposition Order
or Rule 199.2(b)(1) that would excuse Defendants’ depositions
There is no overbreadth.
Notwithstanding the fact that Defendants’ objections have been waived, Plaintiffs’
topics are not overly broad.
Defendants must be deposed.
There is no exemption.
In accordance with Rule 199.2(b)(1) of the Texas Rules of Civil Procedure,
Plaintiffs have described, with reasonable particularity, the topics upon which they seek
to depose Defendants. See Notices.
Be that as it may, Defendants improperly argue that “the volume of these topics
and the breadth of the questions” make it “impossible for Defendants to prepare their
corporate representatives for deposition.” Motion at p 4.
This is no excuse. See Concerned Citizens, 223 F.R.D. at 43; Murphy, 255 F.R.D.
at 507 (“the burden on [the organization] to prepare a knowledgeable Rule 30(b)(6)
deponent may be onerous, but the court is not aware of any less onerous means of
assuring that the position of a corporation... can be fully and fairly explored. Simply put,
it is not up to [the organization] to determine what discovery [the requesting party] needs.”)
(internal citations and quotations omitted). On the contrary, “[i]f lack of personal
knowledge were enough to foreclose discovery from a party under Rule 192.4, then
discovery would never be obtainable from such parties.” /n re USAA Gen. Indem. Co.,
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 10 of 15
624 S.W.3d 782, 792 (Tex. 2021).
Defendants’ issue with the alleged volume of discovery is of no moment.
As the case-law illustrates, “[a]lthough the documentation may be voluminous, and
different people affiliated with the [organization] may hold the information, this does not
absolve the [organization] from its responsibility to produce a witness who can provide
information within the [organization's] knowledge or reasonably available to it.”
Concerned Citizens v. Belle Haven Club, 223 F.R.D. 39, 43 (D. Conn. 2004) (emphasis
added); see also Mayberry v. Wal-Mart Louisiana, LLC, No. 14-CV-478, 2015 WL
420284, at *3 (W.D. La. Jan. 29, 2015) (requiring organization to present an “ill-prepared”
representative for a second deposition because he did not interview witnesses, review
urveillance video, or ascertain who was on duty on the night in question).
Ironically, Defendants have created the very voluminous discovery situation upon
which they now complain. Indeed, Defendants have asserted twenty-five discrete
affirmative defenses to Plaintiffs’ claims, along with contains twelve discrete affirmative
claims set forth in a highly detailed, eighty-three-page counterclaim. See Defendants’
Second Amended Answer and Second Amended Counterclaim, filed on February 15,
2024. Defendants are estopped from asserting highly specific and inflammatory
allegations, spanning more than eighty pages in a counter-claim, which allege, inter alia,
fraud and criminal activity, but then later disclaim corporate knowledge or even the
rudimentary ability to actually produce a witness who can back up these serious
allegations.
Defendants cannot have it both ways. Needless to say, Defendants’ allegations
set forth in a pleaded claim and/or defense they chose to file are within the scope of
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 14 of 15
permissible discovery. In re Allstate Fire and Cas. Ins. Co., 617 S.W.3d 635, 646 (Tex.
App.—Houston [14th Dist.] 2021, orig. proceeding).
Because Plaintiffs’ topics are not overly broad and are within the scope of
permissible discovery, and because Defendants are required to prepare a knowledgeable
deponent, Defendants’ Motion should be denied.
Texas law is plain; there is no work product privilege that attaches to the topics.
Defendants argue that Plaintiffs’ topics “impermissibly delve into core work
product” by requesting any documents and/or witnesses that support Defendants’
position. See Motion, at p. 5.
This is not core work product.
On the contrary, Plaintiffs are entitled to discover the existence, nature, and
contents of documents relevant to the subject matter of this case—including those
documents the corporate representative is relying upon in support of his or her testimony.
Caryn Group II, LLC v. O.C. Seacrets, Inc., 265 F.R.D. 235, 240-45 (D. Md.
2010) (granting in part a motion to compel the release of documents used to prepare
a corporate witness where certain documents likely informed at least some of the
witness’ testimony, contained information that was largely revealed in depositions,
and consisted of simple lists and charts that were only questionably protected as
attorney work product); Seven Seas Cruises S. de R.L. v. V. Ships Leisure Sam, No.
09-23411-CIV, 2010 WL 5187680, at *3-4 (S.D. Fla. Dec. 10, 2010) (holding that
corporate representative designated to be deposed pursuant to FED. R. Civ. P.
30(b)(6) was required to disclose documents reviewed in preparing for deposition);
Mattel, Inc. v. MGA Entertainment, Inc., No. CV 04-9049 DOC (RNBx), 2010 WL
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 12 of 15
3705782, at *6 (C.D. Cal. Aug. 3, 2010) (ordering disclosure of all documents
reviewed by deponent to refresh her recollection prior to deposition).
Plaintiffs are also entitled to know the identity of persons with knowledge of any
discoverable matter or who are otherwise expected to testify at trial. See Tex. R. Civ. P.
192.3(b), (c), (d).
A party is entitled to discover the other party’s contentions put into issue by its
pleading, as well as any evidence of which its representative may have personal
knowledge in support of those contentions. /n re Allstate, 617 S.W.3d at 646.3 It is fair
game for Plaintiffs to depose Defendants’ representatives with regard to what witnesses
they believe will back up their inflammatory allegations. To this end, Plaintiffs are entitled
to seek discovery of the documents and witnesses that support the Defendants’ positions
on whether GOG Texas has beached the PSA (Topic 24), whether Defendants dispute
Plaintiffs’ damages (Topic 25), and whether GOG Fields breached the Tubeileh Loan
Agreement (Topic 85). See id.; see also Notice at p. 7-8.
Because Plaintiffs’ topics do not seek undiscoverable work product, Defendants’
Motion should be denied.
Proportionality complaints are not supported by evidence, as required.
Parties must support proportionality complaints with evidence and may not rely on
conclusory allegations. In re USAA, 624 S.W.3d at 792 (citing /n re Alford Chevrolet-Geo,
997 S.W.2d 173, 181 (Tex. 1999) (“A party resisting discovery, however, cannot simply
3 Defendants cite in re Allstate for the proposition that Plaintiffs’ topics seek work product. Motion,
at p. 5. The Houston court’s language cited by Defendants addresses a topic for “possible
defenses not yet raised,” in which the requesting party clearly sought work product about potential
defenses. /n re Allstate, 617 S.W.3d at 647. To the contrary, Plaintiffs’ topics do not seek
information regarding any claims or defenses not currently pled by either party.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 13 of 15
make conclusory allegations that the requested discovery is unduly burdensome or
unnecessarily harassing. The party must produce some evidence supporting its request
for a protective order.”). Defendants have no evidence to support their proportionality
complaint. See Motion, at p. 5-7.
Because Defendants have no evidence to support their arguments, and because
Defendants created the very problems upon which they now complain, Defendants’
Motion should be denied.
IV.
Conclusion
In conclusion, this Court should enforce its Deposition Order and set a date for
Defendants’ deposition on a time and location certain. Defendants’ Motion to Quash
should be denied.
WHEREFORE, PREMISES CONSIDERED, Plaintiffs Bernard Tubeileh and
Sinostar Investments LLC respectfully pray that this Court deny Defendants’ Motion to
Quash; order Defendants to comply with the Court’s February 15, 2024 Deposition Order
and produce their corporate representatives for deposition on a time and date certain;
and further grant Plaintiffs all such further relief, whether in law or in equity, to which they
may show themselves justly entitled.
Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 14 of 15
Respectfully Submitted,
BRIAN LAUTEN, P.C.
RIeSso-
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
kvanstory@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 10, 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’ Response to Defendants’ Motion to Quash and for Protective Order regarding
Corporate Representative Depositions Page 15 of 15
Courtney Bowline
From: Courtney Bowline
Sent: Monday, November 13, 2023 5:23 PM
To: christopher.staine@crowedunlevy.com; Rzepka, Stephanie; Sindelar, Jeffrey C.; Zellers, Michael;
Joshua.Fellenbaum@tuckerellis.com; Kelly, Melissa Z.; Stavole, William J.
Cc: Brian Lauten; Michelle Logan; Kaylee Vanstory
Subject: Tubeileh and Sinostar v. Global-- Depositions
All,
I'd like to discuss scheduling depositions in this case. After we receive your clients’ discovery responses and document
production, | would like to depose the following entities, along with employees, officers, and persons subject to your
clients’ control:
Global Oil & Gas Texas, LLC corporate representative
Global Oil & Gas Fields Oklahoma LLC corporate representative
Dr. Detlef Mader
Oliver Krautscheid
Stefan ten Dornkaat
Lori Land
Wayne Smith
We'll send you a list of topics for each of the corporate representative depositions shortly so that you can begin
preparing your witnesses. Let’s discuss deposition dates in January 2024.
Please let me know if you'd like to discuss further. Thank you
Courtney Bowline | Partner
Brian Lauten, PC
3811 Turtle Creek Blvd., Suite 825
Dallas, Texas 75219
214.414.0996 T | 214.744.3015 F
cbowline@brianlauten.com
brianlauten.com
Exhibit A.1
Courtney Bowline
From: Courtney Bowline
Sent: Monday, January 22, 2024 3:29 PM
To: Sindelar, Jeffrey C.; Brian Lauten; Michelle Logan; Kaylee Vanstory
Cc: Fellenbaum, Joshua L,; Zellers, Michael; Christopher Staine
Subject: RE: Tubeileh-Global | DC-23-07534 | Deposition and Mediation Dates
Attachments: Draft Corporate Representative Deposition Notice for GOG Texas.docx; Draft Corporate
Representative Deposition Notice for GOG Oklahoma.docx
Hi Jeff.
We requested the depositions of the following individuals and entities on November 13, 2023:
Global Oil & Gas Texas, LLC corporate representative
Global Oil & Gas Fields Oklahoma LLC corporate representative
Dr. Detlef Mader
Oliver Krautscheid
Stefan ten Dornkaat
Lori Land
Wayne Smith
I’ve attached the topics for 1 and 2 here for your convenience. Despite our requests, you haven’t given us any dates, and
as you know, we filed a motion to request the scheduling of the depositions on December 3, 2023. That motion has
been reset for February 9.
This is the first time you’ve requested these depositions, and you've yet to give us any dates for the depositions that we
requested more than two months ago. With that being said, we’ll be happy to offer Mr. Tubeileh and a Sinostar
Investments LLC corporate representative for deposition to take place on a date after you present your clients for
deposition. We can try to take them over the course of a week, if that works.
In light of the upcoming February 9 hearings on our motions, here’s the relief we’re seeking:
a Depositions. We want to take your clients’ depositions at the Dallas County courthouse on dates certain, and we
want dates for the other depositions listed above.
Rule 12 Motion to Show Authority. We want you to file a designation of lead counsel to identify the attorney
that we need to communicate with.
Special Exceptions: | believe you said at the hearing that you’ve produced all of the documents cited in your
counterclaim. If so, please provide the bates ranges; if not, please produce them.
If you agree to the items above, let us know (including dates, preferably in March, for the identified depositions) and we
can avoid a hearing.
We'd prefer Sep. 4 or 5, if possible, for mediation. If your side will handle getting this scheduled with the mediator’s
office, that would be great.
Let me know if you have any questions.
Thank you.
Courtney Bowline | Partner
Exhibit B.1
Brian Lauten, PC
3811 Turtle Creek Blvd., Suite 825
Dallas, Texas 75219
214.414.0996 T | 214.744.3015 F
cbowl e @brianlaute om
brianlauten.com
From: Sindelar, Jeffrey C.
Sent: Friday, January 19, 2024 4:37 PM
To: Brian Lauten ; Courtney Bowline ; Michelle Logan
; Kaylee Vanstory
Cc: Fellenbaum, Joshua L. ; Zellers, Michael ;
Christopher Staine
Subject: Tubeileh-Global | DC-23-07534 | Deposition and Mediation Dates
Counsel:
By the end of next week, please provide us with dates in April when Mr. Tubeileh and Sinostar are available for
deposition.
Also, for the mediation, we are available September 4, 5, and 6, 2024. Do those dates work on your end, and if
so, do you want to follow up with the mediator’s office or would you like us to?
Thanks,
Jeff
Jeffrey C. Sindelar Jr. | Attorney | Tucker Ellis LLP
950 Main Avenue, Suite 1100 | Cleveland, OH 44113-7213
Direct: 216-696-3697 | Fax: 216-592-5009 | Mobile: 216.577.4208
jeffrey.sindelar@tuckerellis.com Online Biography - Jeffrey Sindelar Jr
tuckerellis.com
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Exhibit B.2
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
PLAINTIFFS’ NOTICE OF ORAL AND VIDEOTAPED
DEPOSITION FOR GLOBAL OIL & GAS FIELDS OKLAHOMA, LLC
TO Defendants Global Oil & Gas Texas, LLC and Global Oil & Gas Fields Oklahoma
LLC (“Defendants”), by and through their counsel of record, Christopher M. Staine,
Crowe & Dunlevy, 2525 McKinnon St., Suite 425, Dallas, TX 75201, and Joshua
L. Fellenbaum, Michael C. Zellers, Jeffrey Sindelar, and Stephanie A. Rzepka, 950
Main Avenue, Suite 1100, Cleveland, OH 44113.
PLEASE TAKE NOTICE that, pursuant to Rule 199.2(b)(1) of the Texas Rules of
Civil Procedure, Plaintiffs shall depose Global Oil & Gas Fields Oklahoma, LLC, by and
through its designated corporate representative(s), knowledgeable on the topics listed in
the attached Exhibit A. The deposition will begin at 10:00 a.m. on 2024,
and it will continue day to day until completed; if more than one person is designated,
each person will be deposed both as a corporate representative and in his or her
individual capacity, and the depositions will begin on consecutive days. You are invited
to attend and cross-examine.
Exhibit B.3
Page 1
Respectfully Submitted,
BRIAN LAUTEN, P.C.
RieSo-
Brian P. Lauten
State Bar No. 24031603
blauten@pbrianlauten.com
Courtney G. Bowline
State Bar No. 24055206
cbowline@brianlauten.com
Kaylee Vanstory
State Bar No. 24115009
kvanstory@brianlauten.com
3811 Turtle Creek Blvd., Suite 1450
Dallas, Texas 75219
(214) 414-0996 telephone
(214) 744-3015 facsimile
ATTORNEYS FOR PLAINTIFFS
BERNARD TUBEILEH and
SINOSTAR INVESTMENTS LLC
CERTIFICATE OF SERVICE
| certify that on , 2024, a true and correct copy of the foregoing
instrument was forwarded to all counsel of record in accordance with Texas Rule of Civil
Procedure 21(a).
/s/ Courtney G. Bowline
Courtney G. Bowline
Exhibit B. 4
Page 2
EXHIBIT “A”
Definitions
1
“Plaintiffs” mean Bernard Tubeileh and Sinostar Investments, LLC
“Tubeileh” means Plaintiff Bernard Tubeileh
“Sinostar’ means Plaintiff Sinostar Investments, LLC
“Defendants” mean Global Oil & Gas Texas, LLC and Global Oil & Gas Fields
Oklahoma, LLC
“GOG-Texas” means Defendant Global Oil & Gas Texas, LLC
“GOG-Oklahoma’” means Defendant Global Oil & Gas Fields Oklahoma, LLC
“You or Your” means the corporate deponent providing testimony in response to
this deposition notice, which is GOG-Oklahoma.
“Petition” means Plaintiff's Second Amended Petition and Application for
Declaratory Judgment filed on October 2, 2023 under Cause No. DC-23-07534
filed in the 68" District Court for Dallas County, Texas and any amendments or
supplements thereafter.
“Defendants’ Answer and First Amended Counterclaim” means Defendants’
First Amended Answer and Affirmative Defenses to Plaintiffs’ Second Amended
Petition and Application for Declaratory Judgment filed on October 13, 2023 under
Cause No. DC-23-07534 filed in the 68" District Court for Dallas County, Texas
and any amendments or supplements thereafter.
10 “Plaintiffs’ Answer” means Bernard Tubeileh and Sinostar’s Consolidated
Answer to Defendants’ First Amended Counterclaim filed on or about November
6, 2023 and any amendments or supplements thereafter.
11 “PSA” means that certain Purchase & Sale Agreement effective September 10,
2021—including but not limited to any amendments thereafter, such as the
Amendment dated November 12, 2021 and the Second Amendment dated
September 9, 2022.
12.Tubeileh Loan Agreement” means that certain March 15, 2023 Loan
Agreement executed by and among GOG-Texas and Tubeileh.
Preview
FILED 4/10/2024 4:26 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Marissa Gomez 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 PLAINTIFFS’ OBJECTIONS AND RESPONSE TO DEFENDANTS’ MOTION TO QUASH AND FOR PROTECTIVE ORDER REGARDING CORPORATE REPRESENTATIVE DEPOSITIONS, AND BRIEF IN SUPPORT I Summary of Argument On February 15, 2024, this Court ordered Defendants to provide dates for, inter alia, Defendants’ depositions to occur prior to April 30, 2024 (the “Deposition Order’). In violation of this Court’s Deposition Order, and without either conferring with Plaintiffs or even serving objections to the topics designated in the deposition notice, Defendants filed a Motion to Quash and for Protective Order (the “Motion’”). Because Plaintiffs’ corporate representative deposition topics are described with reasonable particularity, and because Defendants’ Motion is supported by no evidence, Defendants’ Motion is improper. Pursuant to Texas Rule of Civil Procedure 199.2(b)(1), this Court’s Deposition Order, and the case-law—Defendants are required to produce a corporate representative for deposition, who is educated on the topics that have been designated. Because Defendants are in violation of this Court’s Deposition Order, their Motion should be denied. This Court should enforce its Deposition Order and set Defendants’ depositions to occur on a date and time certain without any further delay. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 1 of 15 I. Brief Factual Predicate On November 13, 2023, Plaintiffs Bernard Tubeileh and Sinostar Investments LLC (collectively, “Plaintiffs”) requested, among others, the depositions of Defendants Global Oil & Gas Texas, LLC (“GOG Texas”) and Global Oil & Gas Fields Oklahoma LLC’s (“GOG Fields” and, with GOG Texas, “Defendants”). See Ex. A, November 13, 2023 email. Defendants failed to provide any dates. On December 4, 2023, Plaintiffs filed a Motion for a Court Order to Schedule Depositions and Appoint a Special Master to Oversee the Depositions. On January 22, 2024, prior to the hearing, Plaintiffs’ counsel conferred about the deposition dates and sent Defendants the topics for the corporate representative depositions. See Ex. B, with attached draft notices at B.3-B.20. At the hearing, which was more than two weeks after Defendants received Plaintiffs’ topics, Defendants’ Counsel represented that they would produce Defendants’ corporate representatives for deposition prior to the end of April, 2024. Furthermore, at no point during the hearing did Defendants raise any objections to the topics provided by Plaintiffs. On February 15, 2024, the Court entered its Deposition Order, providing that Defendants “must provide dates for the depositions... including Defendants’ corporate representatives, to occur prior to April 30, 2024.” See Ex. C. For over three weeks prior to the entry of the Court’s Deposition Order, Defendants were aware of the topics Plaintiffs had designated. See Ex. B, Ex. C. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 2 of 15 Following the hearing and the entry of the Deposition Order, the parties exchanged a series of emails about the corporate representative depositions, which are summarized below: On February 9, 2024, following the hearing, Defendants’ Counsel said that they would “aim to come back shortly with dates for the corporate representative.” (Ex. D.6) No dates were provided. On February 20, 2024, Plaintiffs followed up with a request for dates for Defendants’ corporate representatives. (Ex. D.5) On February 21, 2024, Defendants’ Counsel said that “The Defendants’ corporate representative plans to travel from Germany to Dallas and is available April 15- April 19, 2024.” (Ex. D.4) On February 23, 2024, Plaintiffs’ counsel responded, picked April 16 and 17 (two of the five offered dates), and asked for the identity of Defendants’ corporate representative(s). (Ex. D.3-D.4) On February 28, 2024, having received no response from Defendants, Plaintiffs’ counsel asked to change one of the dates, asking for April 15 and 16 instead. (Ex D.3) On March 4, 2024, Defendants’ Counsel responded and said the corporate representative would be available on April 18- 19 only (as opposed to the full week offered only a week earlier, and not on the dates selected by Plaintiffs), asking for a meet and confer on the deposition topics. (Ex. D.2) Later that day, Plaintiffs’ Counsel responded and said that the dates offered do not work, asking for additional dates, if the April 15-16 dates initially offered are not available. Plaintiffs’ Counsel again asked for the identity of Defendants’ corporate representative(s) and responded that the topics had been Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 3 of 15 previously provided, but there would be some modifications, given Defendants’ subsequently filed pleadings. (Ex. D.2) On March 6, 2024, Defendants offered to produce their corporate representatives for deposition on April 23-24, 2024. (Ex. D.1) On March 6, 2024, Plaintiffs’ Counsel confirmed April 23-24 and said Plaintiffs would get the notices ready. Plaintiffs’ Counsel again asked Defendants’ Counsel to identify the corporate representative. (Ex. D.1). Defendants did not ask Plaintiffs to provide their finalized topics prior to sending out the deposition notices. See Ex. D, email chain containing above-referenced emails. On March 8, 2024, Plaintiffs served notices for Defendants’ depositions. See Ex. A and Ex. B to Motion (the “Notices’). On March 13, 2024, at 2:51 pm, five days after the notices were served, Defendants’ Counsel asked to confer on deposition topics. Less than two hours later, Plaintiffs’ Counsel responded, offering times to confer, again requesting that Defendants disclose the identity of their corporate representative(s). See Ex. E, March 13, 2024 emails. Thirty minutes after Plaintiffs’ Counsel’s email, and only two hours after asking for times to confer, Defendants filed their Motion. The Motion states that “the depositions of [Defendants] are automatically stayed until this Motion is resolved.” Motion, at p. 7. Despite this Court's Deposition Order, Defendants have not provided any alternative dates for Defendants’ depositions. Because this Court has already ordered Defendants to produce their corporate representatives for deposition, this Court should deny Defendants’ Motion and order that Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 4 of 15 these depositions proceed at a date and time certain. I. Argument & Authoritie: A. BECAUSE THIS COURT HAS ALREADY ORDERED DEFENDANTS’ DEPOSITIONS, THE MOTION TO QUASH SHOULD BE DENIED Defendants have been ordered to provide workable dates to present their corporate representatives for deposition. See Ex. C. Plaintiffs still do not have workable dates; and, on the contrary, Defendants have created more delay by filing an unauthorized Motion to Quash. Defendants’ Motion should be denied. B BECAUSE DEFENDANTS VIOLATED LOCAL RULE 2.07 BY FAILING TO CONFER, THEIR MOTION SHOULD BE DENIED Because Defendants did not comply with the conference requirements set forth in Dallas County Local Rule 2.07, Defendants’ Motion should be denied. Defendants’ Motion states in pertinent part as follows: Defendants have attempted to meet and confer on the scope of the deposition topics to ensure topics are reasonably tailored to the issues in this case, not duplicative of any discovery already received through other means. and described in sufficient particularity, but to no avail. In tum, Defendants have exhausted all efforts to resolve the dispute without judicial intervention and now ask this Court for an Order quashing the Notices and entering a protective order to limit the scope of deposition topics to relevant topics, described with reasonable particularity. Motion, at p. 2. Because the Motion was unilaterally filed without conferring (and notably without either seeking or obtaining leave from this Court’s Deposition Order), there is understandably no evidence to support these statements. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 5 of 15 Prior to filing the Motion, and despite having the designated deposition topics for more than two months, Defendants never objected to any of Plaintiffs’ topics. See Ex. B; Ex. D. Consequently, any objections Defendants now try to assert are untimely and have been waived. Defendants’ Motion should be denied. Cc. DEFENDANTS ARE REQUIRED To PRODUCE A CORPORATE REPRESENTATIVE FOR DEPOSITION Texas Rule of Civil Procedure 199.2(b)(1) states, in part: If an organization is named as the witness, the notice must describe with reasonable particularity the matters on which examination is requested. In response, the organization named in the notice must- a reasonable time before the deposition- designate one or more individuals to testify on its behalf and set forth, for each individual designated, the matters on which the individual will testify. Each individual designated must testify s to matters that are known or reasonably available to the organization. TEX. R. Civ. P. 199.2(b)(1).1 a. This is not subject to debate: Defendants are required to produce a corporate representative, whose testimony binds the organizations The requirement that Defendants produce a corporate representative for deposition is not debatable. Indeed, “[a] [corporate representative] deposition allows the requesting party to obtain ‘more complete information and is, therefore, favored’.” Murphy v. Kmart Corp., 255 F.R.D. 497, 506-07 (D.S.D. 2009) [quotations omitted]. “A [corporate ‘ Federal Rule 30(b)(6) is analogous and very similarly worded to Texas Rule 199.2(b). Texas courts are guided by federal decisions on comparable federal rules. See e.g., In re Weekley Homes, L.P., 295 S.W. 3d 309, 317 (Tex. 2009) (looking to federal law regarding electronic discovery because federal and state rules of procedure are similar); Sw. Ref. Co., Inc. v. Bernal, 22 S.W.3d 425, 433 (Tex. 2000) (looking to federal class action case law as guidance in construing the Texas class action rule, Tex. R. Civ. P. 42); Jack H. Brown & Co. v. Northwest Sign Co., 718 S.W.2d 397, 399 (Tex. App.—Dallas 1986, writ ref'd n.r.e.) (looking to federal law for guidance in construing the Texas compulsory counterclaim rule). Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 6 of 15 representative] deposition serves a unique function—it is the sworn corporate admission that is binding on the corporation.” /d. Contrary to Defendants’ position, “[t]he attorney for the corporation is not at liberty to manufacture the corporation’s contentions.” U.S. v. Taylor, 166 F.R.D. 356, 362 (M.D.N.C. 1996). Without a rule requiring the corporation to designate a witness to testify on its behalf, “organizations would have no voice, being legal abstractions, or else speak in a cacophony of disparate statements.” Great Am. Ins. Co. of NY v. Summit Exterior Works, LLC, 2012 WL 459885, at *3-5 (D. Conn. Feb. 13, 2012). Defendants “are not permitted to simply declare themselves to be mere document- gatherers. They must produce live witnesses who have been prepared to provide testimony to bind the entity and to explain the corporation's position.” See QBE Insurance Corp. v. Jorda Enterprises, Inc., 277 F.R.D. 676, 691 (S.D. Fla. 2012) [citations omitted]. Unless required to submit a designated representative, “a corporation would be able to deceitfully select at trial the most convenient answer presented by a number of finger pointing witnesses at the depositions. Truth would suffer.” Taylor, 166 F.R.D. at 261. Further, Defendants’ argument that Plaintiffs’ topics seek information that “is not accessible to a corporate representative” and “rely on conclusions to which Defendants do not know the answer’ fails. See Motion, at p. 6. Indeed, a corporation must provide testimony about information reasonably available to it, including information from documents, former employees, or other sources. Great Am. Ins. Co. of New York v. Vegas Const. Co., 251 F.R.D. 534, 541 (D. Nev. 2008) (“The fact that Distinctive Homes may no longer employ a person with knowledge on the designated topics did not relieve it of the duty to prepare a properly educated Rule 30(b)(6) designee.”); Asarco Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 7 of 15 LLC v. Noranda Min., Inc., 2015 WL 1924882, at *4 (D. Utah Apr. 28, 2015) (requiring defendant to prepare a designee to testify "in a non-evasive manner" about the subject matter of the case even though it no longer employed anyone with first-hand knowledge); Sprint Commc'ns Co., L.P. v. Theglobe.com, Inc., 236 F.R.D. 524, 528 (D. Kan. 2006) ("[A] party is not permitted to undermine the beneficial purposes of ... Rule [30(b)(6)] by responding that no witness is available who personally has direct knowledge concerning the areas of inquiry."); Dravo Corp. v. Liberty Mut. Ins. Co., 164 F.R.D. 70, 75 (D. Neb. 1995) ("If no current employee has sufficient knowledge to provide the requested information, the party is obligated to prepare one or more witnesses so that they may give complete, knowledgeable and binding answers on behalf of the corporation."); Elan Microelectronics Corp. v. Pixcir Microelectronics Co., 2013 WL 4101811, at *6 (D. Nev. Aug. 13, 2013) ("The fact that an organization no longer has a person with knowledge on the designated topics does not relieve the organization of the duty to prepare a Rule 30(b)(6) designee."); Taylor, 166 F.R.D. at 361 ("If the persons designated by the corporation do not possess personal knowledge of the matters set out in the deposition notice, the corporation is obligated to prepare the designees so that they may give knowledgeable and binding answers for the corporation."). Similarly, Defendants’ argument that they should be able to rely on the testimony of witnesses with personal knowledge (Bernard Tubeileh, Lori Land, and Oliver Krautscheid) also fails. See Motion, at p. 6. An organization “may not, as [Defendants suggest], review previous deposition testimony and documents produced in discovery after the deposition has concluded to then determine its corporate position.” Taylor, 166 F.R.D. at 363. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 8 of 15 Plaintiffs are entitled to tie the Defendants down on each position they take in both their pleadings and in discovery; consequently, Plaintiffs are not required to pursue discovery through other forms.? Murphy, 255 F.R.D. at 506-07. The rules do not favor one discovery method over another or require that those methods be enlisted in any particular order. In re USAA, 624 S.W.3d at 792 (holding that, when USAA objected to use of corporate representative deposition as opposed to requests for admission, interrogatories, or requests for production, “we cannot conclude that the proportionality concerns reflected in Rule 194.2—avoiding discovery that is unnecessarily cumulative or for which the burdens outweigh the benefits—categorically foreclose USAA’s deposition” where USAA failed to produce any evidence besides a police report) (citing Tex. R. Civ. P. 192.2(b)). Defendants’ Motion should be denied. b. Even an organization without employees must educate and produce a corporate representative for deposition Even in the situation where an organization has no employees—tt still must produce a corporate representative for deposition. Dravo Corp., 164 F.R.D. at 75 (“If no current employee has sufficient knowledge to provide the requested information, the party is obligated to prepare [one or more witnesses] so that they may give complete, knowledgeable and binding answers on behalf of the corporation.”). To this end, the deponent is required “to make a good faith effort to find out the relevant facts and prepare a representative to testify about the subjects. If information is not ‘known or reasonably 2 Defendants’ argument that Plaintiffs can seek the information that they seek from interrogatories is disingenuous. To date, Defendants have not provided compliant verifications for their answers to Bernard Tubeileh’s interrogatories; the interrogatories were served on September 18, 2023. Defendants’ failure to verify their interrogatory responses was made the subject of Plaintiffs’ Motion to Compel, for Sanctions, and to Show Cause, heard by the Court on April 8, 2024. An order has not yet been entered, but the Court verbally ordered Defendants to provide compliant verifications in two weeks. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 9 of 15 available’ to [the deponent] as to certain questions or topics, its representative should testify to that effect.” Sprint Solutions, Inc. v. iCell Guru, Inc., 310 F.R.D. 562, 568 (E.D. Ill. 2015) [quotations omitted]. c. There is no exemption from either this Court’s Deposition Order or Rule 199.2(b)(1) that would excuse Defendants’ depositions There is no overbreadth. Notwithstanding the fact that Defendants’ objections have been waived, Plaintiffs’ topics are not overly broad. Defendants must be deposed. There is no exemption. In accordance with Rule 199.2(b)(1) of the Texas Rules of Civil Procedure, Plaintiffs have described, with reasonable particularity, the topics upon which they seek to depose Defendants. See Notices. Be that as it may, Defendants improperly argue that “the volume of these topics and the breadth of the questions” make it “impossible for Defendants to prepare their corporate representatives for deposition.” Motion at p 4. This is no excuse. See Concerned Citizens, 223 F.R.D. at 43; Murphy, 255 F.R.D. at 507 (“the burden on [the organization] to prepare a knowledgeable Rule 30(b)(6) deponent may be onerous, but the court is not aware of any less onerous means of assuring that the position of a corporation... can be fully and fairly explored. Simply put, it is not up to [the organization] to determine what discovery [the requesting party] needs.”) (internal citations and quotations omitted). On the contrary, “[i]f lack of personal knowledge were enough to foreclose discovery from a party under Rule 192.4, then discovery would never be obtainable from such parties.” /n re USAA Gen. Indem. Co., Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 10 of 15 624 S.W.3d 782, 792 (Tex. 2021). Defendants’ issue with the alleged volume of discovery is of no moment. As the case-law illustrates, “[a]lthough the documentation may be voluminous, and different people affiliated with the [organization] may hold the information, this does not absolve the [organization] from its responsibility to produce a witness who can provide information within the [organization's] knowledge or reasonably available to it.” Concerned Citizens v. Belle Haven Club, 223 F.R.D. 39, 43 (D. Conn. 2004) (emphasis added); see also Mayberry v. Wal-Mart Louisiana, LLC, No. 14-CV-478, 2015 WL 420284, at *3 (W.D. La. Jan. 29, 2015) (requiring organization to present an “ill-prepared” representative for a second deposition because he did not interview witnesses, review urveillance video, or ascertain who was on duty on the night in question). Ironically, Defendants have created the very voluminous discovery situation upon which they now complain. Indeed, Defendants have asserted twenty-five discrete affirmative defenses to Plaintiffs’ claims, along with contains twelve discrete affirmative claims set forth in a highly detailed, eighty-three-page counterclaim. See Defendants’ Second Amended Answer and Second Amended Counterclaim, filed on February 15, 2024. Defendants are estopped from asserting highly specific and inflammatory allegations, spanning more than eighty pages in a counter-claim, which allege, inter alia, fraud and criminal activity, but then later disclaim corporate knowledge or even the rudimentary ability to actually produce a witness who can back up these serious allegations. Defendants cannot have it both ways. Needless to say, Defendants’ allegations set forth in a pleaded claim and/or defense they chose to file are within the scope of Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 14 of 15 permissible discovery. In re Allstate Fire and Cas. Ins. Co., 617 S.W.3d 635, 646 (Tex. App.—Houston [14th Dist.] 2021, orig. proceeding). Because Plaintiffs’ topics are not overly broad and are within the scope of permissible discovery, and because Defendants are required to prepare a knowledgeable deponent, Defendants’ Motion should be denied. Texas law is plain; there is no work product privilege that attaches to the topics. Defendants argue that Plaintiffs’ topics “impermissibly delve into core work product” by requesting any documents and/or witnesses that support Defendants’ position. See Motion, at p. 5. This is not core work product. On the contrary, Plaintiffs are entitled to discover the existence, nature, and contents of documents relevant to the subject matter of this case—including those documents the corporate representative is relying upon in support of his or her testimony. Caryn Group II, LLC v. O.C. Seacrets, Inc., 265 F.R.D. 235, 240-45 (D. Md. 2010) (granting in part a motion to compel the release of documents used to prepare a corporate witness where certain documents likely informed at least some of the witness’ testimony, contained information that was largely revealed in depositions, and consisted of simple lists and charts that were only questionably protected as attorney work product); Seven Seas Cruises S. de R.L. v. V. Ships Leisure Sam, No. 09-23411-CIV, 2010 WL 5187680, at *3-4 (S.D. Fla. Dec. 10, 2010) (holding that corporate representative designated to be deposed pursuant to FED. R. Civ. P. 30(b)(6) was required to disclose documents reviewed in preparing for deposition); Mattel, Inc. v. MGA Entertainment, Inc., No. CV 04-9049 DOC (RNBx), 2010 WL Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 12 of 15 3705782, at *6 (C.D. Cal. Aug. 3, 2010) (ordering disclosure of all documents reviewed by deponent to refresh her recollection prior to deposition). Plaintiffs are also entitled to know the identity of persons with knowledge of any discoverable matter or who are otherwise expected to testify at trial. See Tex. R. Civ. P. 192.3(b), (c), (d). A party is entitled to discover the other party’s contentions put into issue by its pleading, as well as any evidence of which its representative may have personal knowledge in support of those contentions. /n re Allstate, 617 S.W.3d at 646.3 It is fair game for Plaintiffs to depose Defendants’ representatives with regard to what witnesses they believe will back up their inflammatory allegations. To this end, Plaintiffs are entitled to seek discovery of the documents and witnesses that support the Defendants’ positions on whether GOG Texas has beached the PSA (Topic 24), whether Defendants dispute Plaintiffs’ damages (Topic 25), and whether GOG Fields breached the Tubeileh Loan Agreement (Topic 85). See id.; see also Notice at p. 7-8. Because Plaintiffs’ topics do not seek undiscoverable work product, Defendants’ Motion should be denied. Proportionality complaints are not supported by evidence, as required. Parties must support proportionality complaints with evidence and may not rely on conclusory allegations. In re USAA, 624 S.W.3d at 792 (citing /n re Alford Chevrolet-Geo, 997 S.W.2d 173, 181 (Tex. 1999) (“A party resisting discovery, however, cannot simply 3 Defendants cite in re Allstate for the proposition that Plaintiffs’ topics seek work product. Motion, at p. 5. The Houston court’s language cited by Defendants addresses a topic for “possible defenses not yet raised,” in which the requesting party clearly sought work product about potential defenses. /n re Allstate, 617 S.W.3d at 647. To the contrary, Plaintiffs’ topics do not seek information regarding any claims or defenses not currently pled by either party. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 13 of 15 make conclusory allegations that the requested discovery is unduly burdensome or unnecessarily harassing. The party must produce some evidence supporting its request for a protective order.”). Defendants have no evidence to support their proportionality complaint. See Motion, at p. 5-7. Because Defendants have no evidence to support their arguments, and because Defendants created the very problems upon which they now complain, Defendants’ Motion should be denied. IV. Conclusion In conclusion, this Court should enforce its Deposition Order and set a date for Defendants’ deposition on a time and location certain. Defendants’ Motion to Quash should be denied. WHEREFORE, PREMISES CONSIDERED, Plaintiffs Bernard Tubeileh and Sinostar Investments LLC respectfully pray that this Court deny Defendants’ Motion to Quash; order Defendants to comply with the Court’s February 15, 2024 Deposition Order and produce their corporate representatives for deposition on a time and date certain; and further grant Plaintiffs all such further relief, whether in law or in equity, to which they may show themselves justly entitled. Plaintiffs’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 14 of 15 Respectfully Submitted, BRIAN LAUTEN, P.C. RIeSso- 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 kvanstory@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 10, 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’ Response to Defendants’ Motion to Quash and for Protective Order regarding Corporate Representative Depositions Page 15 of 15 Courtney Bowline From: Courtney Bowline Sent: Monday, November 13, 2023 5:23 PM To: christopher.staine@crowedunlevy.com; Rzepka, Stephanie; Sindelar, Jeffrey C.; Zellers, Michael; Joshua.Fellenbaum@tuckerellis.com; Kelly, Melissa Z.; Stavole, William J. Cc: Brian Lauten; Michelle Logan; Kaylee Vanstory Subject: Tubeileh and Sinostar v. Global-- Depositions All, I'd like to discuss scheduling depositions in this case. After we receive your clients’ discovery responses and document production, | would like to depose the following entities, along with employees, officers, and persons subject to your clients’ control: Global Oil & Gas Texas, LLC corporate representative Global Oil & Gas Fields Oklahoma LLC corporate representative Dr. Detlef Mader Oliver Krautscheid Stefan ten Dornkaat Lori Land Wayne Smith We'll send you a list of topics for each of the corporate representative depositions shortly so that you can begin preparing your witnesses. Let’s discuss deposition dates in January 2024. Please let me know if you'd like to discuss further. Thank you Courtney Bowline | Partner Brian Lauten, PC 3811 Turtle Creek Blvd., Suite 825 Dallas, Texas 75219 214.414.0996 T | 214.744.3015 F cbowline@brianlauten.com brianlauten.com Exhibit A.1 Courtney Bowline From: Courtney Bowline Sent: Monday, January 22, 2024 3:29 PM To: Sindelar, Jeffrey C.; Brian Lauten; Michelle Logan; Kaylee Vanstory Cc: Fellenbaum, Joshua L,; Zellers, Michael; Christopher Staine Subject: RE: Tubeileh-Global | DC-23-07534 | Deposition and Mediation Dates Attachments: Draft Corporate Representative Deposition Notice for GOG Texas.docx; Draft Corporate Representative Deposition Notice for GOG Oklahoma.docx Hi Jeff. We requested the depositions of the following individuals and entities on November 13, 2023: Global Oil & Gas Texas, LLC corporate representative Global Oil & Gas Fields Oklahoma LLC corporate representative Dr. Detlef Mader Oliver Krautscheid Stefan ten Dornkaat Lori Land Wayne Smith I’ve attached the topics for 1 and 2 here for your convenience. Despite our requests, you haven’t given us any dates, and as you know, we filed a motion to request the scheduling of the depositions on December 3, 2023. That motion has been reset for February 9. This is the first time you’ve requested these depositions, and you've yet to give us any dates for the depositions that we requested more than two months ago. With that being said, we’ll be happy to offer Mr. Tubeileh and a Sinostar Investments LLC corporate representative for deposition to take place on a date after you present your clients for deposition. We can try to take them over the course of a week, if that works. In light of the upcoming February 9 hearings on our motions, here’s the relief we’re seeking: a Depositions. We want to take your clients’ depositions at the Dallas County courthouse on dates certain, and we want dates for the other depositions listed above. Rule 12 Motion to Show Authority. We want you to file a designation of lead counsel to identify the attorney that we need to communicate with. Special Exceptions: | believe you said at the hearing that you’ve produced all of the documents cited in your counterclaim. If so, please provide the bates ranges; if not, please produce them. If you agree to the items above, let us know (including dates, preferably in March, for the identified depositions) and we can avoid a hearing. We'd prefer Sep. 4 or 5, if possible, for mediation. If your side will handle getting this scheduled with the mediator’s office, that would be great. Let me know if you have any questions. Thank you. Courtney Bowline | Partner Exhibit B.1 Brian Lauten, PC 3811 Turtle Creek Blvd., Suite 825 Dallas, Texas 75219 214.414.0996 T | 214.744.3015 F cbowl e @brianlaute om brianlauten.com From: Sindelar, Jeffrey C. Sent: Friday, January 19, 2024 4:37 PM To: Brian Lauten ; Courtney Bowline ; Michelle Logan ; Kaylee Vanstory Cc: Fellenbaum, Joshua L. ; Zellers, Michael ; Christopher Staine Subject: Tubeileh-Global | DC-23-07534 | Deposition and Mediation Dates Counsel: By the end of next week, please provide us with dates in April when Mr. Tubeileh and Sinostar are available for deposition. Also, for the mediation, we are available September 4, 5, and 6, 2024. Do those dates work on your end, and if so, do you want to follow up with the mediator’s office or would you like us to? Thanks, Jeff Jeffrey C. Sindelar Jr. | Attorney | Tucker Ellis LLP 950 Main Avenue, Suite 1100 | Cleveland, OH 44113-7213 Direct: 216-696-3697 | Fax: 216-592-5009 | Mobile: 216.577.4208 jeffrey.sindelar@tuckerellis.com Online Biography - Jeffrey Sindelar Jr tuckerellis.com This e-mail is sent by the law firm of Tucker Ellis LLP and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately by return email. Exhibit B.2 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 PLAINTIFFS’ NOTICE OF ORAL AND VIDEOTAPED DEPOSITION FOR GLOBAL OIL & GAS FIELDS OKLAHOMA, LLC TO Defendants Global Oil & Gas Texas, LLC and Global Oil & Gas Fields Oklahoma LLC (“Defendants”), by and through their counsel of record, Christopher M. Staine, Crowe & Dunlevy, 2525 McKinnon St., Suite 425, Dallas, TX 75201, and Joshua L. Fellenbaum, Michael C. Zellers, Jeffrey Sindelar, and Stephanie A. Rzepka, 950 Main Avenue, Suite 1100, Cleveland, OH 44113. PLEASE TAKE NOTICE that, pursuant to Rule 199.2(b)(1) of the Texas Rules of Civil Procedure, Plaintiffs shall depose Global Oil & Gas Fields Oklahoma, LLC, by and through its designated corporate representative(s), knowledgeable on the topics listed in the attached Exhibit A. The deposition will begin at 10:00 a.m. on 2024, and it will continue day to day until completed; if more than one person is designated, each person will be deposed both as a corporate representative and in his or her individual capacity, and the depositions will begin on consecutive days. You are invited to attend and cross-examine. Exhibit B.3 Page 1 Respectfully Submitted, BRIAN LAUTEN, P.C. RieSo- Brian P. Lauten State Bar No. 24031603 blauten@pbrianlauten.com Courtney G. Bowline State Bar No. 24055206 cbowline@brianlauten.com Kaylee Vanstory State Bar No. 24115009 kvanstory@brianlauten.com 3811 Turtle Creek Blvd., Suite 1450 Dallas, Texas 75219 (214) 414-0996 telephone (214) 744-3015 facsimile ATTORNEYS FOR PLAINTIFFS BERNARD TUBEILEH and SINOSTAR INVESTMENTS LLC CERTIFICATE OF SERVICE | certify that on , 2024, a true and correct copy of the foregoing instrument was forwarded to all counsel of record in accordance with Texas Rule of Civil Procedure 21(a). /s/ Courtney G. Bowline Courtney G. Bowline Exhibit B. 4 Page 2 EXHIBIT “A” Definitions 1 “Plaintiffs” mean Bernard Tubeileh and Sinostar Investments, LLC “Tubeileh” means Plaintiff Bernard Tubeileh “Sinostar’ means Plaintiff Sinostar Investments, LLC “Defendants” mean Global Oil & Gas Texas, LLC and Global Oil & Gas Fields Oklahoma, LLC “GOG-Texas” means Defendant Global Oil & Gas Texas, LLC “GOG-Oklahoma’” means Defendant Global Oil & Gas Fields Oklahoma, LLC “You or Your” means the corporate deponent providing testimony in response to this deposition notice, which is GOG-Oklahoma. “Petition” means Plaintiff's Second Amended Petition and Application for Declaratory Judgment filed on October 2, 2023 under Cause No. DC-23-07534 filed in the 68" District Court for Dallas County, Texas and any amendments or supplements thereafter. “Defendants’ Answer and First Amended Counterclaim” means Defendants’ First Amended Answer and Affirmative Defenses to Plaintiffs’ Second Amended Petition and Application for Declaratory Judgment filed on October 13, 2023 under Cause No. DC-23-07534 filed in the 68" District Court for Dallas County, Texas and any amendments or supplements thereafter. 10 “Plaintiffs’ Answer” means Bernard Tubeileh and Sinostar’s Consolidated Answer to Defendants’ First Amended Counterclaim filed on or about November 6, 2023 and any amendments or supplements thereafter. 11 “PSA” means that certain Purchase & Sale Agreement effective September 10, 2021—including but not limited to any amendments thereafter, such as the Amendment dated November 12, 2021 and the Second Amendment dated September 9, 2022. 12.Tubeileh Loan Agreement” means that certain March 15, 2023 Loan Agreement executed by and among GOG-Texas and Tubeileh.