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TEL Offshore Trust § § § § § in the Probate Court No. 1 of Travis

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TEL Offshore Trust § § § § § in the Probate Court No. 1 of Travis NO. C-1-PB-14-001245 In Re: § In the Probate Court No. 1 § § of § TEL Offshore Trust § Travis County, Texas ATTORNEY AD LITEM’S MOTION TO COMPEL CORPORATE TRUSTEE TO PROVIDE INFORMATION ABOUT UNIT HOLDERS Glenn M. Karisch, Attorney Ad Litem (“Ad Litem”) for the unit holders of the TEL Offshore Trust (“Trust”) who were served by publication and did not answer or appear (“AAL Parties”), moves to compel the Corporate Trustee, Bank of New York Mellon Trust Co., N.A. (“BNYM” or “Trustee”) to answer Ad Litem’s interrogatory seeking the identity of the unit holders of the Trust as follows. At the BNYM’s request, the Court appointed Ad Litem to represent the AAL Parties. Although BNYM requested his appointment, it has repeatedly claimed that Ad Litem lacks authority to represent the AAL Parties. And it has moved for summary judgment based on an alleged lack of standing, contending that Ad Litem cannot prove when any of the AAL Parties owned units and were therefore owed a fiduciary duty. It has even criticized Ad Litem for not answering the Corporate Trustee’s interrogatory seeking the identity of the AAL Parties. See Corporate Trustee of the TEL Offshore Trust’s Motion for Traditional and No-Evidence Partial Summary Judgment on the Issue of Standing at p. 9-10. On October 14, 2016 Ad Litem served his second set of interrogatories on BNYM. One of these asked for information about persons that have owned units in the Trust since 1413457 January 1, 2008. Although BNYM possesses this information, through its stock transfer agent, it refused to provide it, incorrectly claiming that it was equally available to Ad Litem. The interrogatory and the Trustee’s response are reprinted below: INTERROGATORY NO. 4: Identify each person who held one or more of the units of the Trust at any time starting from January 1, 2008 and ending at the present, and for each state: (a) the date(s) when the person acquired a unit or units of the Trust; (b) the number of units acquired; (c) the date(s) on which the person sold or otherwise disposed of any unit or unit of the Trust; and (d) whether or not the person currently holds a unit or units of the Trust. ANSWER: The Corporate Trustee objects to this interrogatory because this information is as readily available to the Attorney Ad Litem as to the Corporate Trustee. Subject to the foregoing objection and without waiver of same, as of July 11, 2014, the list of known Record Holders is attached as Exhibit A. As of July 11, 2014, the list of known Non Objecting Beneficial Owners (NOBOs) is attached as Exhibit B. Additionally, the list of known 2 1413457 new unit holders that purchased units between the time period July 12, 2014 through July 15, 2016 is attached as Exhibit C. While the Corporate Trustee knows that there were 802 Objecting Beneficial Owners (OBOs), the Corporate Trustee does not have access to their names or addresses. There are a total of 4,751,510 shares or units in the Trust as of July 11, 2014. The 802 OBOs have 612,064 shares. The OBOs and NOBOs together have 3,572,516 shares, which is reflected on page 12 of Exhibit A for “CEDE & CO (Fast Account).” Subtracting out the OBOs’ shares, leaves 2,960,452 shares for the NOBOs as of July 11, 2014. Subtracting the OBOs and NOBOs shares from the total shares leaves 1,178,994 shares for the Registered Owners as of July 11, 2014. Except as stated herein, the Corporate Trustee does not otherwise know the answer to this interrogatory. A copy of BNYM’s answer to this interrogatory is attached as Exhibit A. The exhibits to its answers do not show when the AAL Parties acquired their units. BNYM claims that the information about unit holders is equally available to the Ad Litem as it is to BNYM. But that is clearly not the case. Ad Litem has no means of determining who owned units at any particular time and whether those persons are among the AAL Parties. In contrast, BNYM has the capacity to do that, through its stock transfer agent, American Stock Transfer & Trust Company (“ASTT”). BNYM attached as Exhibit A to its interrogatory answers a report generated by ASTT showing the 3 1413457 registered owners as of July 2, 2014 and the number of units they hold. Exhibit C to the interrogatory answers is another report generated by ASTT, showing the persons who bought units after July 2, 2014, with the date of purchase and the number of units. Thus, ASTT can generate reports showing the unit owners as of any particular date and the amount of units owned. BNYM has the ability to obtain this information from ASTT; Ad Litem does not. Indeed, BNYM had to have had the ability to know who held units and the amount of units held at any particular time, for the purpose of making distributions (when they were made) and sending notices. In fact, BNYM has sought Court permission to use money from the segregated fund to pay ASTT. The Court has granted one of those motions. Another motion remains pending. BNYM seeks summary judgment against Ad Litem’s claims because he cannot identify when the AAL Parties acquired their units. Yet it simultaneously refuses to answer an interrogatory that would allow Ad Litem to obtain that information. Ad Litem does not believe that it is necessary to show that any of the AAL Parties owned units during that time. But he is entitled to the information with which to do so. Accordingly, the Court should compel BNYM to fully answer interrogatory number 4, including obtaining the information from ASTT to the extent necessary.1 The Court should grant Ad Litem such other and further relief, both at law and in equity, to which he may be justly entitled. 1 Ad Litem will not object to the payment from the segregated fund of a reasonable fee for ASTT’s services to obtain this information. 4 1413457 Respectfully submitted, SCOTT DOUGLASS & McCONNICO LLP 303 Colorado Street, Suite 2400 Austin, Texas 78701 (512) 495-6300 Telephone (512) 495-6399 Facsimile By: /s/ Daniel C. Bitting Daniel C. Bitting State Bar No. 02362480 [email protected] Cynthia L. Saiter State Bar No. 00797367 [email protected] Attorneys For Attorney Ad Litem THE KARISCH LAW FIRM, PLLC By: /s/ Glenn M. Karisch Glenn M. Karisch State Bar No. 11098950 301 Congress Avenue, Suite 1910 Austin, TX 78701 (512) 328-6346 (telephone) (512) 597-4062 (fax) [email protected] Attorney Ad Litem CERTIFICATE OF CONFERENCE I hereby certify that I conferred with counsel for the Corporate Trustee in an attempt to resolve this dispute without presenting it to the court but was unsuccessful. /s/Daniel C. Bitting Daniel C. Bitting 5 1413457 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing has been served on counsel of record on March 13, 2017 and will be served in accordance with the Court’s orders regarding service dated September 28, 2015 and January 21, 2016. /s/Daniel C. Bitting Daniel C. Bitting 6 1413457 EXHIBIT A CAUSE NO. C-1-PB-14-001245 IN RE: § IN THE PROBATE COURT § § OF § TEL OFFSHORE TRUST § TRAVIS COUNTY, TEXAS CORPORATE TRUSTEE’S ANSWERS AND OBJECTIONS TO ATTORNEY AD LITEM’S SECOND SET OF INTERROGATORIES AND REQUESTS FOR PRODUCTION TO TRUSTEES TO: Realigned Plaintiffs: The Unit Holders of the TEL Offshore Trust who were served by publication and did not answer or appear in this proceeding, by and through their Attorney Ad Litem, Glenn M. Karisch, The Karisch Law Firm, PLLC, 301 Congress, Suite 1910, Austin, Texas 78701. Pursuant to the Texas Rules of Civil Procedure, The Bank of New York Mellon Trust Company, N.A. (“The Corporate Trustee”), hereby serves the attached answers and objections to Attorney Ad Litem’s Second Set of Interrogatories and Requests for Production. GENERAL OBJECTIONS 1. The Corporate Trustee objects to the Requests to the extent that they seek information and/or documents protected from disclosure by the attorney-client privilege, attorney work product doctrine, joint defense/common interest privilege, or any other applicable privilege, doctrine, law or rule. If the Corporate Trustee inadvertently provides any information or documents protected by the attorney-client privilege, attorney work product doctrine, joint defense/common interest privilege, or any other applicable privilege, doctrine, law or rule, such production is not intended and shall not operate as a waiver of this objection. 2. The Corporate Trustee objects to the “Definitions” and “Instructions” to the extent that they seek to impose a greater burden or obligation on the Corporate Trustee than that imposed by the Texas Rules of Civil Procedure. The Corporate Trustee’s responses are made pursuant to, and are limited by, the Texas Rules of Civil Procedure. CORPORATE TRUSTEE’S ANSWERS AND OBJECTIONS TO ATTORNEY AD LITEM’S SECOND SET OF INTERROGATORIES AND REQUESTS FOR PRODUCTION TO TRUSTEES – Page 1 511715 000049 18656975.2 3. The foregoing objections apply to the Responses listed below to the interrogatories and requests for production, and they are expressly incorporated by reference into the Corporate Trustee’s response to each Request or Interrogatory. To the extent the Corporate Trustee makes a specific objection to a specific Request or Interrogatory, those specific objections are set forth because they are believed to be particularly applicable to such Request or Interrogatory. Without waiving said general objections, the Corporate Trustee responds as follows: II. ANSWERS TO INTERROGATORIES INTERROGATORY NO.
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