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  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
  • TEXAS PACIFIC LAND CORPORATION  vs.  HORIZON KINETICS LLC, et alOTHER (CIVIL) document preview
						
                                

Preview

STATE OF TEXAS CAUSE NO. DC-23-01 193 TEXAS PACIFIC LAND CORPORATION, IN THE DISTRICT COURT OF Plaintiff, V. DALLAS COUNTY, TEXAS HORIZON KINETICS LLC, HORIZON KINETICS ASSET MANAGEMENT LLC, SOFTVEST ADVISORS LLC, SOFTVEST, L.P., Defendants. 101 st JUDICIAL DISTRICT AMENDED SUBPOENA DUCES TECUM AND AD TESTIFICANDUM THE STATE OF TEXAS, DALLAS COUNTY TO: Mark Clift 16036 Chalfont Circle Dallas, Texas 75248 You are hereby commanded in the name of the State of Texas, County of Dallas TO BE AND PERSONALLY APPEAR for a deposition upon oral examination by remote Video conference that shall take place during the week of March l, 2023, or at such other date, time and place as may be agreed by the parties or ordered by the Court. The deposition will take place before a notary public or other person authorized to issue oaths in the State of Texas, shall be recorded by stenographic and/or audiovisual means and Will continue from day to day until completed. Said above named witness is further commanded to produce documents concerning the information requested in Schedule A of the Commission, according to the definitions and instructions set forth therein, at the offices of Sidley Austin LLP, 2021 McKinney Ave #2000, Dallas, TX 75201 Within fourteen (l4) days of service, or at such other date, time and place as may be agreed upon by the parties or ordered by the Court. YOU ARE WARNED that under Texas Rule of Civil Procedure 176.8(a), failure by any person without adequate excuse to obey a subpoena served upon that person may be deemed a contempt of the court from which the subpoena is issued or a district court in the county in which the subpoena is served, and may be punished by fine or confinement, or both. YOU ARE FURTHER WARNED that under Texas Rule of Civil Procedure 176.8(b), a fine may not be imposed, nor a person served with a subpoena attached, for failure to comply with a subpoena Without proof by affidavit of the party requesting the subpoena or the party’s attorney of record that all fees due the witness by law were paid or tendered. WITNESS MY OFFICIAL HAND AND SEAL OF OFFICE, at Dallas County, Texas, on this , February , 2023. Requested by: Yolanda Garcia, on behalf of Plaintiff, Texas Pacific Land Corporation Attorney for Plaintifl Clerk of Court Dallas County, Texas Service Information Received on the day of , 2023 and on the day of , 2023 served the above named party as follows: Personal Service on the party herein named Domiciliary Service on the party herein named by leaving the same at his/her domicile in the county in the hands of , a person apparently over the age of seventeen years, living and residing in said domicile and whose name and other facts connected with this service, I learned by interrogating the said person, said party herein being absent from his/her residence at the time of said service. Returned: County of this day of , 2023. SCHEDULE A DEFINITIONS 1. “Action” means any and all proceedings and litigation in the above- captioned case. 2. “Communication” and any variant thereof means the transmittal of information (in the form of facts, ideas, inquiries, or otherwise) by any means, regardless of source or how recorded, including, but not limited to, any interview, meeting, conversation, discussion, conference, correspondence, voicemail, e-mail, message, instant message, text message, or other written or oral transmission, exchange or transfer of information in any form between two or more Persons, including in person or by telephone, facsimile, telegraph, telex, letter, e-mail or other medium. 3. The terms “discussing, 9’ ‘6 concerning,” “referring to, 9’ 66 arising out of,” and their cognates are to be understood in their broadest sense and each means concerning, constituting, identifying, evidencing, summarizing, commenting upon, referring to, arising out of, describing, digesting, reporting, listing, analyzing, studying, discussing, stating, setting forth, reflecting, interpreting, concerning, recording, including, negating, manifesting, containing or comprising the subject matter identified. For the avoidance of doubt, the terms “concerning, 99 CC reflecting,” and “regarding” and their variants shall be construed to bring Within the scope of the requests any information that was reviewed in conjunction with, or was generated as a result of, the subject matter of the requests. For ease of reference, more than one of these terms may be included in a particular request, but such use shall not alter this definition in any way. 4. “Document” shall have the broadest meaning permitted under the Court of Chancery Rules and shall include, without limitation, all originals, copies (if the originals are not available), non-identical copies (whether different from the original because of underlining, editing marks, notes made on or attached to such copy, or otherwise), and drafts of the following items, whether printed or recorded (through a sound, Video, or other electronic, magnetic, or digital recording system) or reproduced by hand: letters, emails, facsimile transmissions, memoranda, records, minutes or records of notes or meetings or conferences, opinions or reports of financial advisors or consultants, opinions or reports of experts, projections, financial or statistical statements or compilations, contracts, agreements, appraisals, analyses, purchase orders, voice mail messages, interofflce Communications, and any other writings, papers and tangible things of Whatever description; and including but not limited to any information contained in any computer, server, mainframe, or other storage device, whether located on-site or at an off-site facility, within Your possession, custody, or control. 5. “ESI” means all electronically stored information and materials to the fullest extent authorized under Court of Chancery Rules 26 and 34. 6. “Horizon Kinetics” means Horizon Kinetics LLC and Horizon Kinetics Asset Management LLC, their Affiliates and Associates (as those terms are defined by the Stockholders’ Agreement), officers and directors, and all Persons acting or purporting to act on behalf of, at the direction of, or for the benefit of, Horizon Kinetics, including any outside advisor, such as an attorney. 7. “Person” means any natural Person or any business, legal or governmental entity or association, and all its predecessors, successors, subsidiaries, parents, partnerships and affiliates thereof, and all directors, officers, agents, employees, attorneys and other Persons acting or purporting to act on behalf of any of the foregoing. 8. “SoftVest” means SoftVest Advisors LLC and SoftVest, L.P., their Affiliates and Associates (as those terms are defined by the Stockholders’ Agreement), officers and directors, and all Persons acting or purporting to act on behalf of, at the direction of, or for the benefit of, SoftVest, including and any outside advisor, such as an attorney. 9. “Stockholders’ Agreement” means the Stockholders’ Agreement dated June ll, 2020, entered into by and among the Trust, Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors LLC, SoftVest, L.P., and Mission Advisors, LP, and all amendments thereto. 10. “Texas Pacific,” “Plaintiff,” or the “Company” means Texas Pacific Land Corporation, including its predecessor organization Texas Pacific Land Trust. ll. “Trust” means Texas Pacific Land Trust, the predecessor to Plaintiff. 12. “You” or “Your” means Mark Clift, and any Persons acting or purporting to act on behalf of Mark Clift. INSTRUCTIONS 1. Each document request seeks production of all Documents described along With any attachments, drafts, or non-identical copies. 2. Each document request seeks production of the Documents in their entirety, Without abbreviation, expurgation, or redaction. 3. Each Document shall be produced in a manner that clearly identifies the source, location, and/or origin of said Document. 4. In responding to these requests for the production of Documents, You are required to make a diligent search of the records, electronic files, and other papers and materials in Your possession, custody, or control. If You cannot obtain the Documents requested, please explain in the response the circumstances and What has been and is being done to obtain the Documents. 5. Whenever used herein: (a) the singular shall be deemed to include the plural, and the plural shall be deemed to include the singular; (b) term “including” shall be deemed to mean “including, but not limited to,” and shall not be construed to limit the scope of any definition or request herein; (c) the masculine shall be deemed to include the feminine, and the feminine shall be deemed to include the masculine; (d) the present tense or reference to present events shall be construed to include the past tense and reference to past events, and vice versa; (e) the disjunctive (“or”) shall be deemed to include the conjunctive (“and”), and the conjunctive (“and”) shall be deemed to include the disjunctive (“or”); and (f) each of the functional words “any, 39 66 each,” “every,” and “all” shall be deemed to include each of the others. 6. If You object to any of the requests herein, Whether in Whole or in part, on the grounds that the information sought therein is subject to a claim of privilege, You shall produce as much of the document concerned as to which no claim of privilege is made. With respect to Documents or portions of Documents for which a claim of privilege is made, You must identify the nature of the privilege (including work product) that is being claimed and the privilege rule being invoked, and for each document withheld provide the following information: (i) the type of document; (ii) the date of the document; (iii) the author(s), addressee(s), and recipient(s) of the document, and, where not apparent, the relationship of the author(s), addressee(s), and recipient(s) to one another; (iv) the number of pages; (V) the identity of any enclosure(s) or attachment(s); and (Vi) the subject matter of the document. 7. If any Document called for was formerly in Your possession, custody or control and has been destroyed, discarded, or otherwise disposed of, each defendant shall filmish a list setting forth, as to each Document or part thereof, the following information: (i) the nature of the document (e.g., letter, memorandum, telegram, etc.); (ii) the name, address, occupation, title, and business affiliation of each Person who prepared, received, Viewed, and has or has had possession, custody, or control of the document; (iii) the date of the Document; (iv) a description of the subject matter of the Document; (v) the date of destruction or other disposition; (vi) a statement of the reasons for destruction or other disposition; (Vii) the name, address, occupation, title, and business affiliation of each Person who authorized destruction or other disposition; (viii) the name, address, occupation, title, and business affiliation of each Person who destroyed or disposed of the Document; and (ix) the paragraph(s) and/or subparagraph(s) of this request which call for the production of the Document. 8. Except as otherwise noted, these requests cover all Documents in a party’s possession, custody, or control including Documents maintained at any of its present or former offices, at its attorneys’ offices, or elsewhere, and including any Documents in Your constructive possession whereby You have the right to compel production of Documents from a third party. When Documents, data, knowledge, or information in Your possession is requested, such request includes the knowledge of Your attorneys, accountants, agents, experts, financial advisors, investment bankers, representatives, and any professional employed or retained by You. 9. All Documents shall be produced as they are kept in the ordinary course of business, and/or in the ordinary course of record keeping, and are to be labeled in such a way as to show from which files they came. 10. Upon review, a request may be made for certain other Documents that were initially produced in their static (TIFF or PDF) format to be produced in their native format in the event that the static version is not readable or reasonably usable. ll. To the extent that You deem or consider any request to be ambiguous, You should construe the request to require the fullest and most complete disclosure of all information and requested Documents. 12. Each request shall be construed according to its own terms in accordance with these Definitions and Instructions. Although there may be some overlap, no request should be understood to limit any other. l3. These requests are continuing in nature. If, after responding, You obtain or become aware of any additional Documents responsive to these requests, production of such additional Documents shall be made forthwith as required by Court of Chancery Rule 26(e). 14. Unless otherwise stated, the relevant time period for these requests is July 30, 2019 through and including November 22, 2022 (the “Relevant Time Period”). All information and Documents which refer or concern this period, whether prepared or collected before, during, or afterward, are to be produced. DOCUMENTS REQUESTED REQUEST NO. 1: All Communications with or concerning (i) Horizon Kinetics, (ii) SofiVest, (iii) Murray Stahl, (iv) Jay Kesslen, (V) Eric Oliver, (Vi) Cole Oliver, (vii) Kline Oliver, (viii) Ethan Oliver, or (ix) John Daniel. Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Yolanda Garcia Bar No. 24012457 ygarcia@sidley.com Envelope ID: 73024198 Status as of 3/6/2023 11:17 AM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Nancy Cade ncade@sidley.com 2/22/2023 10:00:36 PM SENT Crystal Clark crysta|.c|ark@sidley.com 2/22/2023 10:00:36 PM SENT Tayler Bragg tbragg@sidley.com 2/22/2023 10:00:36 PM SENT Associated Case Party: HORIZON KINETICS LLC Name BarNumber Email TimestampSubmitted Status Robert Ritchie 24079213 rritchie@velaw.com 2/22/2023 10:00:36 PM SENT Meredith Lyons 24097884 mlyons@velaw.com 2/22/2023 10:00:36 PM SENT Rolin PBissell rbissell@ycst.com 2/22/2023 10:00:36 PM SENT James MYoch jyoch@ycst.com 2/22/2023 10:00:36 PM SENT Alberto EChavez achavez@ycst.com 2/22/2023 10:00:36 PM SENT Michael ACarbonara mcarbonara@ycst.com 2/22/2023 10:00:36 PM SENT Christopher EDuffy cduffy@velaw.com 2/22/2023 10:00:36 PM SENT John Goodwin jgoodwin@velaw.com 2/22/2023 10:00:36 PM SENT Associated Case Party: TEXAS PACIFIC LAND CORPORATION Name BarNumber Email TimestampSubmitted Status Yolanda C.Garcia ygarcia@sidley.com 2/22/2023 10:00:36 PM SENT Kelsey Taylor ktaylor@sidley.com 2/22/2023 10:00:36 PM SENT Natalie A.Piazza npiazza@sidley.com 2/22/2023 10:00:36 PM SENT