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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