CFE Int'l LLC v. Schnaas
CFE Int'l LLC v. Schnaas
2024 WL 5373384 (S.D. Tex. 2024)
July 31, 2024
Rosenthal, Lee H., United States District Judge
Summary
The court has ordered the production of various ESI related to a dispute between CFE International LLC and two individuals. The court has specified that all ESI must be produced in its original format and with all metadata, including emails and attachments. The court has also defined terms and topics for examination, emphasizing the importance of producing all relevant documents and information in a timely manner.
Additional Decisions
CFE INTERNATIONAL LLC, Plaintiff,
GUILLERMO TURRENT SCHNAAS and JAVIER GUTIÉRREZ BECERRIL, Defendants
GUILLERMO TURRENT SCHNAAS and JAVIER GUTIÉRREZ BECERRIL, Defendants
Civil Action No. 4:22-cv-03385
United States District Court, S.D. Texas, Houston Division
Filed July 31, 2024
Rosenthal, Lee H., United States District Judge
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS' MOTION FOR ISSUANCE OF HAGUE LETTER OF REQUEST
*1 The Defendants' Motion for Issuance of a Letter of Request Under the Hague Convention for the Taking of Evidence in Mexico (the “Hague Motion”) having come before the Court at a conference on May 6, 2024 and July 11, 2024, and the Court having considered the Hague Motion and supporting documents (ECF Nos. 118, 118-1 to -4), filed on March 1, 2024, and all submissions by the parties related thereto, and it appearing, upon consideration of the parties' submissions, arguments, and applicable law, that the Hague Motion should be granted in part and denied in part, IT IS HEREBY ORDERED as follows:
I. DEFENDANTS' REQUESTS FOR DOCUMENTS
The Court grants the Hague Motion in part and denies it in part, and will issue a Letter of Request to the Central Authority of the United Mexican States with respect to the following document requests. In light of the Court's rulings during the conferences of May 6, 2024 and July 11, 2024, the Court orders that the Letter of Request shall include the following document requests, with all other requests being denied:[1]
A. CFE
The Letter of Request shall include the following document requests directed to CFE:
#1 Complete audio recordings of CFE's Board of Directors from October 1, 2015 to March 31, 2016 to the extent Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.
#2 Complete transcripts of CFE's Board of Directors from October 1, 2015 to March 31, 2016 request should be limited to the extent Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.#3 Communications between Board members, officers, and employees of CFE and Hartree Partners (including its employees and representatives) relating to the vetting of Advisory Group, from June 1, 2015 to June 1, 2016.#4 The questionnaires (and drafts of the questionnaires) prepared by Hartree Partners relating to the vetting of Advisory Group.#5 Reports (and drafts of reports) prepared by Hartree Partners relating to the vetting of Advisory Group.
B. Pedro Luna-Tovar
The Letter of Request shall include the following document requests directed to Pedro Luna-Tovar:
#1 Communications from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
C. Ruben Filemon Flores-Garcia
The Letter of Request shall include the following document requests directed to Ruben Filemon Flores-Garcia:
#1 Communications from October 1, 2015 to December 31, 2018 between you and any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) or the Subject Agreements.
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
D. Ricardo Elizondo-Guajardo
*2 The Letter of Request shall include the following document requests directed to Ricardo Elizondo-Guajardo:
#1 Communications from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE or CFEi relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
E. Eugenio Herrera-Terrazas
The Letter of Request shall include the following document requests directed to Eugenio Herrera-Terrazas:
# 1 Communications and notes from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 Communications and notes from January 1, 2016 to December 31, 2018 relating to the 2016 Order of the U.S. Federal Energy Regulatory Commission (“FERC”) regarding Shell Energy trading group.
#3 Any current consulting agreement between the witness and CFE, CFEn or CFEi.
F. Manuel Bartlett Díaz
The Letter of Request shall not include any document request to Manuel Bartlett Díaz, as the Court explicitly and categorically ordered at the May 6 conference that Defendants' requests for “any deposition” or “any discovery of documents from Mr. Bartlett Diaz” were “[q]uashed.” Tr. 91:13–92:9.[2]
II. DEFENDANTS' TOPICS FOR EXAMINATION[3]
A. CFE
The Letter of Request shall include a request for the deposition of the Comisión Federal de Electricidad (“CFE”), by and through a representative designated by CFE pursuant to applicable Mexican law, on the below topics, and only those topics.
#1 Meetings of the (i) Board of Directors, (ii) Strategic and Investment Committee, and/or (iii) any other relevant Committee or corporate meeting of CFE from October 1, 2015 to March 31, 2016 where Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.
#2 Meetings of the (i) Board of Directors, (ii) Strategic and Investment Committee, and/or (iii) any other relevant Committee or corporate meeting of CFEn from October 1, 2015 to March 31, 2016 where Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.#3 Disclosures and other information provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE relating to WhiteWater Midstream, LLC, Antaeus Group LLC, Arbor Glen Consulting, LLC, JG Energy Consulting Corporation, Mexican Energy Advisors Corp., Matthew Calhoun, Todd Speiser, or Arlin Travis, from October 1, 2015 to March 31, 2016.#4 CFE Group's projected future natural gas needs at the time CFEi executed the Subject Agreements.#5 The Subject Agreements, and any amendments to the Subject Agreements and re-negotiations concerning the Subject Agreements from January 1, 2019 to January 1, 2022.
*3 #6 Information received by the Financial Corporate Office of CFE relating to the Subject Agreements regarding the Parental Guarantees granted by CFE to support the obligations of the Subject Agreements, from January 1, 2019 to January 1, 2022.#7 Procedures used for recording and preserving the minutes of meetings of the Boards of Directors, Strategic and Investment Committees and/or any other relevant Committee or corporate meeting of CFE, CFEi, and CFEn during the period from October 1, 2015 to March 31, 2016.
#8 Collaboration Agreements between CFE (including subsidiaries and affiliates of CFE) and PEMEX (including its subsidiaries and affiliates) regarding the purchase of fuel (including natural gas and fuel oil) from January 1, 2019 to December 31, 2020.#9 Information sufficient to establish CFE's demand for natural gas in Mexico for each year from 2019 to 2023.
B. CFEn
The Letter of Request shall include a request for the deposition of CFEnergía S.A. de C.V. (“CFEn”), by and through a representative designated by CFEn pursuant to applicable Mexican law, on the below topics, and only those topics.
#1 Natural gas demand needs of CFEn and CFEi from January 1, 2019 to present, including changes to demand needs.
#2 Transfer pricing for the sale of natural gas between CFEi and CFEn from January 1, 2019 to present.#3 Natural gas sales of CFEn and CFEi from January 1, 2019 to present.#4 Financials of CFEi and CFEn from January 1, 2019 to present, including, without limitation, profit and loss on the purchase and sale of natural gas.#5 CFEi and CFEn reports to the U.S. Department of Energy and/or U.S. Federal Energy Regulatory Commission from January 1, 2019 to present.
C. Manuel Bartlett Díaz
The Letter of Request shall not include any request for the deposition of Manuel Bartlett Díaz, as the Court explicitly and categorically ordered at the May 6 conference that Defendants' requests for “any deposition” or “any discovery of documents from Mr. Bartlett Diaz” were “[q]uashed.” May 6, 2024 Tr. 91:13–92:9.
D. Four Individuals
The Court hereby ORDERS that Defendants' Letter of Request shall include a request for the depositions of the following individuals, to be deposed on the below topics indicated for each, and only those topics.
#1 The contents of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016.
#2 Documentation of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016, including transcripts and audio recordings.#3 Discussions from October 1, 2015 to March 31, 2016 regarding Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#4 Documents, including Communications, regarding from October 1, 2015 to March 31, 2016 regarding Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#5 Presentations, proposals, and other information relating to Advisory Group provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE in 2015.
#6 Pricing (including transfer pricing) for the sale of natural gas from U.S.-based suppliers to CFEn, including negotiations relating to pricing and transfer pricing studies, from January 1, 2019 to present.
*4 #1 The contents of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016.
#2 Documentation of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016, including transcripts and audio recordings.#3 Discussions with Enrique Ochoa, Jaime Hernandez Martinez, and/or any other Board Member(s) of the CFE Board of Directors relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.#4 Documents, including Communications, relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.#5 Presentations, proposals, and other information provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.
#1 Meetings of CFEi's Board of Directors from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi, that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.
#2 Meetings of CFEi's Risk Committee from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.#3 Meetings of CFEn's Risk Committee from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.#4 Communications with Eugenio Herrera and/or Tania Rabasa regarding Advisory Group (including the vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and their prior professional relationships with Turrent or Gutiérrez.
#1 Procedures and practices for recording and preserving the audio and minutes of meetings of the CFE Board of Directors, CFEi Board of Directors, CFE Strategic and Investment Committee, CFEi Risk Committee, and Corporate Meetings of CFE, CFEi and CFEn.
#2 Vetting of the Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) between October 1, 2015 to March 31, 2016.#3 Presentations and other Documents used in all meetings of the CFE Board of Directors, CFEi Board of Directors, CFE Strategic and Investment Committee, and CFEi Risk Committee relating to demand for natural gas, the Waha Request for Offers (RFO) South Texas Request for Offers (RFO), CFE's parental guaranties of the Subject Agreements, and/or Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis).
*5 #4 Disclosures made by Turrent and Gutiérrez regarding their professional relationships with Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#5 Disclosures made by Gutiérrez to the witness in 2014 and 2015 regarding prior natural gas projects involving Gutiérrez and Matthew P. Calhoun.#6 Visits to CFEn's offices by Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#7 Pricing (including transfer pricing) for the sale of natural gas from U.S.-based suppliers to CFEn, including negotiations relating to pricing and transfer pricing studies, from January 1, 2019 to present.#8 Communications with Hartree Partners and information received from Hartree Partners (including reports) regarding vetting of the Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).#9 The meaning of the term “Los 4 Fantásticos” used by the witness in an email dated October 20, 2015.#10 Discussions with Turrent relating to the 2016 Order of the U.S. Federal Energy Regulatory Commission (“FERC”) regarding Shell Energy trading group.
III. POTENTIAL ADDITIONAL MOTION UNDER HAGUE CONVENTION
As discussed during the conference of May 6, 2024, following review of additional documents and privilege logs to be produced by Plaintiff, and after reasonably exhausting alternative means of discovering the information and materials sought, Defendants may file a further motion seeking discovery under the Hague Convention, including discovery that is being denied at this time, should the Defendants' application comport with all applicable law, including Société Nationale Industrielle Aérospatiale v. U.S. Dist. Court, 482 U.S. 522 (1987), In re Paxton, 60 F.4th 252 (5th Cir. 2023), and Mexico's Reservations under Article 23 of the Hague Convention. See Tr. 34:5-8; 37:22-38:22; 44:15-19; 109:2-5; 129:8-25. CFEi reserves all rights to oppose such an application.
IV. DEFENDANTS' LETTER OF REQUEST
The Court hereby adopts the revised Letter of Request appended to this Order as Exhibit 1. Defendants shall submit a certified translation of said Letter of Request within ten (10) days of the issuance of this Order.
SO ORDERED this 31st day of July, 2024.
EXHIBIT 1
1. 2. 3. Sender Central Authority of the Requested State Person to whom the executed request is to be returned Office of the Clerk United States District Court for the Southern District of Texas, Houston Division Bob Casey United States Courthouse 515 Rusk Avenue Houston, TX 77002 USA Telephone: (713) 250-5517 Ministry of Foreign Affairs Directorate-General of Legal Affairs Plaza Juárez No. 20, Planta Baja Col. Centro, Alcaldía Cuauhtémoc C.P. 06010 Ciudad de México Mexico(identity and address) Walter Lynch, Esq. (State Bar No. 24046330) Jordan, Lynch & Cancienne, PLLC 1980 Post Oak Blvd., Suite 2300 Houston, Texas 77056 Telephone: (713) 955-4020 ATTORNEY FOR DEFENDANT GUILLERMO TURRENT SCHNAAS AND JAVIER GUTIERREZ BECERRIL In conformity with Article 3 of the Convention, the undersigned applicant, the United States District Court for the Southern District of Texas, respectfully submits the following request:[1] 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. a Requesting judicial authority (Article 3,a)) b To the competent authority of (Article 3, a)) c Names of the case and any identifying number Names and addresses of the parties and their representatives (including representatives in the requested State*) (Article 3, b)) a Plaintiff Representatives b Defendant Representatives c Other parties Representatives a Nature of the proceedings (Article 3, c) b Summary of complaint c Summary of defense d Other necessary information or documents a or b act Evidence to be obtained other judicial act to be performed (Article 3, d) Purpose of the judicial sought Identity and address of any person to be examined (Article, e) Questions to be put to the persons to be examined or statement of the subject matter about which they are to be examined (Article 3, f) Documents or other property to be inspected (Article 3, g) Any requirement that the Evidence be Given on oath or affirmation and any special form to be used (Article 3, h) Special methods or Procedure to be followed (Articles 3, i and 9) Request for notification of the time and place for the execution of the Request and identity and address of any person to be notified (Article 7) Request for Attendance or Participation of Judicial Personnel of the Requesting Authority at the Execution of the Letter of Request (Article 8) Specification of privilege or duty to refuse to give evidence under the law of the State of origin (Article 11, a and b) The fees and costs incurred which are reimbursable under the second paragraph of Article 14 or under Article 26 of the Convention will be borne by United States District Court for the Southern District of Texas, Houston Division Bob Casey United States Courthouse 515 Rusk Avenue Houston, TX 77002 USA Telephone: (713) 250-5517 Ministry of Foreign Affairs Directorate-General of Legal Affairs Plaza Juárez No. 20, Planta Baja Col. Centro, Alcaldía Cuauhtémoc C.P. 06010 Ciudad de México Mexico CFE International LLC v. Guillermo Turrent Schnaas and Javier Gutierrez Becerril, Civil Action No. 4:22-cv-03385 CFE International LLC 825 Town and Country Lane Houston, TX 77024 USA William W. Russell, Esq. Reed Smith LLP 1221 McKinney Street, Suite 2100 Houston, TX 77010-2011 USA Tel.: 713.469.3800 Fax: 713.469.3899 wrussell@reedsmith.com Mark F. Mendelsohn, Esq. William B. Michael, Esq. David K. Kessler, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 USA Tel.: 212.373.3000 Fax: 212.757.3990 mmendelsohn@paulweiss.com wmichael@paulweiss.com dkessler@paulweiss.com David E. Cole, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 2001 K Street, NW Washington, DC 20006-1047 USA Tel.: 202.223.7300 Fax: 202.223.7420 dcole@paulweiss.com Daniel A. Mason, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1313 North Market Street Suite 806 P.O. Box 32 Wilmington, DE 19801-6101 Tel.: 302.655.4410 Fax: 302.655.4420 dmason@paulweiss.com Guillermo Turrent Schnaas c/o Walter Lynch, Esq. Jordan, Lynch & Cancienne, PLLC 1980 Post Oak Blvd., Suite 2300 Houston, Texas 77056 Javier Gutierrez Becerril c/o Walter Lynch, Esq. Jordan, Lynch & Cancienne, PLLC 1980 Post Oak Blvd., Suite 2300 Houston, Texas 77056 Walter Lynch, Esq. Brittainie Zinsmeyer, Esq. Jordan, Lynch & Cancienne, PLLC 1980 Post Oak Blvd., Suite 2300 Houston, TX 77056 USA Telephone: 713.955.4026 Facsimile: 713.955.9644 wlynch@jlcfirm.com bzinsmeyer@jlcfirm.com Thomas W. McNamara, Esq. Logan D. Smith, Esq. McNamara Smith LLP 655 West Broadway, Suite 900 San Diego, CA 92101 USA Telephone: 619-269-0400 Facsimile: 619-269-0401 tmcnamara@mcnamarallp.com lsmith@mcnamarallp.com Lic. Alexander Ruben Castillo Nassar Nassar y Associados Valencia 74 Col. Insurgentes Mixcoac, CDMX 03920, MX Teléfono: +52 55 85 96 65 91 None None The nature of the litigation from which the Requests arise is a complaint of CFE International LLC, a wholly-owned subsidiary of the Comisión Federal de Electridad (CFE), alleging breach of fiduciary duty and breach of contract claims against two former executives of CFE International LLC. The full complaint speaks for itself. In summary, and in part, the complaint alleges that Defendants, while serving as the Chief Executive Officer and Chief Operating Officer of Plaintiff CFE International LLC, a wholly owned subsidiary of the Comisión Federal de Electridad (CFE), “awarded billions of dollars of unnecessary and overpriced natural gas supply and pipeline contracts to WhiteWater Midstream LLC (collectively with its affiliates, ‘WWM’) in violation of Defendants' fiduciary duties to CFE.” Complaint ¶ 1. The complaint accuses Defendants of having undisclosed “close personal and business connections to some of WWM's executives” giving rise to conflicts of interest, Complaint ¶ 37, of failing to conduct a fair and public bidding process for contracts in violation of Mexican law and Delaware Law, and of breaching their fiduciary and contractual duties as officers of CFE International LLC. Plaintiff seeks an award of damages exceeding $1,000,000, exemplary damages, attorney's fees and expenses, disgorgement of compensation received by Defendants, and other monetary relief. Defendants raise several defenses to Plaintiff's allegations, including that Plaintiff's claims are barred by the statute of limitations, that Plaintiff had knowledge of Defendants' prior professional relationships with WhiteWater Midstream LLC at the time they approved the contracts that are the subject of the litigation, that Plaintiff, by and through its Board of Directors, consented to and approved the Defendants' actions to secure favorable energy contracts, and that said contracts were in fact favorable to Plaintiff and Plaintiff has not suffered any damages as a result of any actions by Defendants. Defendants contend that, with respect to CFE, although CFE is not a party to the litigation, CFE was (i) original signor of one of the subject matter contracts known as “Waha Connector“ that was later assigned to CFEi, and (ii) at all times the parent company and sole owner of Plaintiff, and provided parental guarantees of two (2) of the contracts that are the subject of the litigation. Defendants further contend that CFE's Board of Directors also possessed knowledge of Defendants' prior professional relationships with WhiteWater Midstream LLC at the time they approved the parental guarantees. Defendants contend that CFEnergía S.A. de C.V. (“CFEnergia”) is another wholly-owned subsidiary of CFE and affiliate of CFE International LLC. Additionally, CFE International LLC is a shareholder of CFEnergia. CFEnergia's role within the CFE Group is to purchase natural gas from CFE International LLC and re-sell that natural gas to power generation companies in Mexico. CFEnergia also sells natural gas to third parties, busy and sells diesel and fuel oil in Mexico, and buys and sells liquified natural gas (LNG). The nature of the proceeding being requested at this time is: (1) a Request to Compel Testimony from CFE, by and through its selected representative, regarding the topics set forth in Attachment A, and to compel production of the documents also identified in Attachment A; (2) a Request to Compel Testimony from CFEnergia, by and through its selected representative, regarding the topics set forth in Attachment B, and to compel production of the documents also identified in Attachment B; (3) a Request to Compel Testimony from Pedro Luna-Tovar regarding the topics set forth in Attachment C, and to compel production of the documents also identified in Attachment C; (4) a Request to Compel Testimony from Ruben Filemon Flores-Garcia regarding the topics set forth in Attachment D, and to compel production of the documents also identified in Attachment D; (5) a Request to Compel Testimony from Ricardo Elizondo-Guajardo regarding the topics set forth in Attachment E, and to compel production of the documents also identified in Attachment E; and (6) a Request to Compel Testimony from Eugenio Herrera-Terrazas regarding the topics set forth in Attachment F, and to compel production of the documents also identified in Attachment F. Defendants contend the following: The evidence sought is requested in the interest of justice, as the testimony of CFE, CFEnergia, Pedro Luna-Tovar, Ruben Filemon Flores-Garcia, Ricardo Elizondo-Guajardo, and Eugenio Herrera-Terrazas, as well as the documents in their possession that are requested to be produced, are directly relevant to the Plaintiff's claims and Defendants' defenses in this litigation. Defendants request that CFE be compelled to designate a representative having knowledge of the subjects set forth in Attachment A, to testify on behalf of CFE regarding those subjects. Defendants also request that CFEnergia be compelled to designate a representative having knowledge of the subjects set forth in Attachment B, to testify on behalf of CFE regarding those subjects. Defendants request that such designations be made pursuant to Ley General de la Administración Pública Federal, arts. 7, 37, and 38, Ley General de Sociedades Mercantiles, art. 13, or other applicable law. Defendants also request that CFE be compelled to produce the documents that are also listed on Attachment A. As discussed below, the documents requested in Attachment A are all documents generated by CFE, or by its subsidiary entities, or documents prepared at the specific request of CFE, or contracts and agreements to which CFE is a party, and CFE is therefore reasonably expected to be in possession of all documents requested in Attachment A. Pedro Luna-Tovar is a former Programming Director of CFE. Defendants assert that he was present at CFE Board of Directors meetings, and was included in communications, in which Defendants disclosed information relating to persons who later became executives of WhiteWater Midstream LLC. Plaintiff denies that such disclosures were made, and Pedro Luna-Tovar's testimony is important to resolving this issue. Defendants also assert that he possesses knowledge regarding CFE's rejection of a proposed consulting agreement with Advisory Group, an organization comprised in part of future executives of WhiteWater Midstream LLC, which Defendants claim was rejected on the grounds that Defendant Guillermo Turrent Schnaas had previously worked with members of Advisory Group; that he possesses information regarding the Mexican Energy Reform of 2014 that gave rise to the contracts that are the subject of this litigation; and that he possesses material knowledge of the CFE Board of Directors' recordkeeping practices and corporate governance procedures which are in dispute in this litigation. Ruben Filemon Flores-Garcia is an independent Board member of the Board of Directors of CFE. Defendants assert that at the time that Defendants presented the proposed consulting agreement with Advisory Group to the CFE Board of Directors, he personally inquired as to the prior relationship between Defendant Guillermo Turrent Schnaas and certain executives of Advisory Group who later became officers of, or associated with, WhiteWater Midstream LLC. Defendants also assert that they disclosed information relating to these prior relationships in response to Ruben Filemon Flores-Garcia's inquiry. Plaintiff denies that such disclosures were made, and Ruben Filemon Flores-Garcia's testimony is important to resolving this issue. Defendants assert that he possesses material information regarding the CFE Board of Directors' recordkeeping practices and corporate governance procedures which are in dispute in this litigation. Eugenio Herrera-Terrazas is a former officer of CFE, former Chief Legal Officer of CFE International LLC and its affiliate, CFEnergia, former Secretary of the Board of Directors of CFE International LLC and CFEnergia, and is believed to be currently acting as a consultant for CFE International and CFEnergia. Defendants assert that he was present at CFE Board of Directors meetings at which material disclosures relating to persons who later became executives of WhiteWater Midstream LLC were made. Defendants also assert that Defendant Guillermo Turrent Schnaas informed him of those prior relationships. Plaintiff denies that such disclosures were made, and Eugenio Herrera-Terrazas's testimony is important to resolving this issue. Defendants also assert that Defendant Javier Gutiérrez Becerril disclosed to Eugenio Herrera-Terrazas information regarding prior natural gas projects involving the Defendant and Matthew P. Calhoun around the time of CFEi's founding in late 2014 or early 2015. Defendants also assert that Defendant Guillermo Turrent Schnaas and Eugenio Herrera-Terrazas discussed a 2016 Order of the U.S. Federal Energy Regulatory Commission (“FERC”) regarding Shell Energy trading group, and that this discussion placed CFE and CFEi on notice of Defendant Guillermo Turrent Schaas's prior relationship with individuals who would later become executives of WhiteWater Midstream LLC. Defendants also assert that prior to the events giving rise to Plaintiff's claims in this action, the Board of Directors of CFEi instructed Eugenio Herrera-Terrazas to obtain Directors and Officers (D&O) insurance, which insurance would or may provide insurance coverage for the claims of the Plaintiff in this action. Defendants also assert that he possesses knowledge regarding CFE's rejection of a proposed consulting agreement with Advisory Group, an organization comprised in part of future executives of WhiteWater Midstream LLC, which Defendants claim was rejected on the grounds that Defendant Guillermo Turrent Schnaas had previously worked with members of Advisory Group; and that he possesses material knowledge of the CFE Board of Directors' recordkeeping practices and corporate governance procedures which are in dispute in this litigation. Ricardo Elizondo-Guajardo is a former independent Board member of the Board of Directors of CFE International LLC and its affiliate, CFEnergia. Defendants assert that he was present at CFE Board of Directors meetings at which material disclosures relating to persons who later became executives of WhiteWater Midstream LLC were made, which Plaintiff denies. Defendants also assert that he possesses knowledge regarding CFE's rejection of a proposed consulting agreement with Advisory Group, an organization comprised in part of future executives of WhiteWater Midstream LLC, which Defendants claim was rejected on the grounds that Defendant Guillermo Turrent Schnaas had previously worked with members of Advisory Group. Plaintiff denies these assertions. Ricardo Elizondo-Guajardo's testimony is therefore important to resolving these issues. Defendants also assert that he possesses material knowledge of the CFE Board of Directors' recordkeeping practices and corporate governance procedures which are in dispute in this litigation. Defendants further state that PEMEX operates six refineries in Mexico that produce variable amounts of High Sulphur Fuel Oil, depending on the capacity at which the refinery is operated. The refineries are old and inefficient, and this inefficiency, combined with high-capacity operation, causes large amounts of High Sulphur Fuel Oil to be produced. Since early 2020, new environmental laws (IMO2020) limit the use of High Sulphur Fuel Oil and therefore limit PEMEX's fuel oil production to market. At a PEMEX Board of Directors meeting on December 2, 2020, PEMEX and CFE executed a multi-party “Collaboration Agreement for the Exchange of High Sulphur Fuel Oil for Natural Gas”. As a result of this Collaboration Agreement, PEMEX began delivery of Fuel Oil to CFE Generation Companies instead of natural gas, effectively reducing demand for natural gas that had been previously utilized by the CFE Generation Companies. This Collaboration Agreement, or a subsequent agreement, is still in place since PEMEX is currently producing record amounts of High Sulphur Fuel Oil, and CFE is consuming approximately 100,000 barrels of fuel oil per day (the approximate equivalent of 650,000MMBTU per day of natural gas) instead of natural gas. Defendants further request that the documents sought from CFE and the Individual Witnesses be produced in their native or original format, including metadata indicating the author and dates of creation and modification, because such metadata is necessary evidence proving the identity of the author of the document and the dates the document was created and last modified. The knowledge, information and documents in the possession of the above witnesses are unavailable from other sources. Comisión Federal de Electridad (CFE) Av. Paseo de la Reforma 164, Col. Juárez, C.P. 06600, Ciudad de México. México Contacto: 55 5229 4400 CFEnergía S.A. de C.V. Av. P.º de la Reforma 412, Col. Juárez, C.P. 06600, Ciudad de México. México Contacto: 52 55 4123 5500 Pedro Luna-Tova Viena Número 141, Casa 9 Colonia del Carmen C.P. 04100, Coyoacán Ciudad de México, México Ruben Filemon Flores-Garcia Avenida Toluca 340 Colonia Olivar de los Padres C.P. 01780, Álvaro Obregón Ciudad de México, México Eugenio Herrera-Terrazas Calle Secretaría de Marina 840, Torre 1, Depto 1204 Colonia Lomas del Chamizal C.P. 52788, Cuajimalpa de Morelos Ciudad de México, México Ricardo Elizondo-Guajardo Calle Del Secreto Número 6 Colonia Chimalistac C.P. 01070, Álvaro Obregón Ciudad de México, México See Attachments A, B, C, D, E, and F. See Attachments A, B, C, D, E, and F. Defendants request that CFE be compelled to produce the documents listed in Attachment A. Defendants contend that these documents requested in Attachment A are all documents generated by CFE, or by its subsidiary entities, or documents prepared at the specific request of CFE, or contracts and agreements to which CFE is a party. Defendants also contend that CFE is reasonably expected to be in possession of all documents requested in Attachment A. Defendants also request that Individual Witnesses Pedro Luna-Tovar, Filemon Flores-Garcia, Ricardo Elizondo-Guajardo, and Eugenio Herrera-Terrazas each be compelled to produce the documents listed in Attachments C, D, E, and F, respectively. Defendants also contend that these document requests seek communications of the Individual Witnesses in their capacity as Board members, officers, or employees of CFE or its subsidiary entities and relating to the topics on which they will be examined. Defendants also contend that these documents are expected to be in the possession or control of the Individual Witnesses because they are the Individual Witnesses' own notes and communications. Defendants also request copies of any employment contracts currently in effect between certain Individual Witnesses and CFE or its subsidiary entities, for purposes of assessing witness neutrality. The witnesses should be examined under oath or affirmation as permissible under Mexican law. This Letter of Request includes the following requests: • That this Letter of Request be granted and the evidence-taking proceeding be performed; • That attorneys for the Defendants be permitted to ask the witness questions regarding the subjects set forth in Attachments A, B, C, D, E, and F, or regarding documents produced by the witnesses pursuant to this Letter of Request; • That representatives of the parties be permitted to examine and/or cross-examine the witness; • That the testimony be taken remotely via video link via a videoconferencing application, and recorded; • That the testimony shall be transcribed and recorded by whatever method is permissible under Mexican law and the transcribed testimony be returned to the representatives of the parties; • That an authorized interpreter for each side be present for the examination who shall translate the questions and oral testimony between Spanish and English; • That the examinations take place as soon as possible at dates and times as may be determined in accordance with Mexican law with advance notice to the parties representatives identified in Section 6 above; • That the competent judicial authority apply the appropriate measures of compulsion if any of the witnesses fails to appear or fails to provide the requested documents; • That, to the extent that multiple examination dates are necessary to complete the taking of evidence sought in Attachment A or B, the examinations are scheduled on consecutive days or as close to each other as reasonably practicable. In the event the evidence cannot be taken in the manner or location requested, it is to be taken in such a manner or location as provided by local law. To the extent any request in this section is deemed incompatible with Mexican principles of procedural law, it is to be disregarded. Defendants have engaged the following counsel to assist with this process, and the relevant authorities in Mexico are authorized and requested to communicate directly with them concerning this process: Lic. Alexander Ruben Castillo Nassar, Nassar y Associados Valencia 74 Col. Insurgentes Mixcoac, CDMX 03920, MX Teléfono: +52 55 85 96 65 91 It is requested that United States counsel for the Defendants and United States counsel for Plaintiff be contacted for any information relating to the execution of this Letter of Request, at the addresses set forth in section 5, above. No attendance of judicial personnel is requested. The privilege or duty of the witness(es) to refuse to give evidence shall conform to those applicable provisions of (a) the international treaties to which Mexico is a signatory, Mexican Constitution, Mexico City Civil Procedures Code and/or the Federal Code of Civil Procedures, (b) the U.S. Constitution and/or Federal Rules of Civil Procedure, and any other applicable Mexico or U.S. law. Defendants shall bear any fees and costs within the scope of Articles 14 and 26.
*6 Date of Request: ___, 2024
SIGNED on ___, 2024 at Houston, Texas.
Lee H. Rosenthal United States District Judge
ATTACHMENT A
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of the Comisión Federal de Electricidad (CFE) and Requests for Documents to the Comisión Federal de Electricidad (CFE):
1. “The Subject Civil Action” refers to the civil action currently pending in the U.S. District Court for the Southern District of Texas and identified as CFE International LLC v. Guillermo Turrent Schnaas and Javier Gutiérrez Becerril, S.D. Tex. Case No. 4:22-cv-03385.
2. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.3. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.4. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.
5. “CFE Group” collectively refers to CFE, CFEi, CFEn, and CFE's generation companies known as “Empresas Productivas Subsidiarias de Generación de CFE”.6. “Turrent” refers to Guillermo Turrent Schnaas.7. “Gutiérrez,” whether written with or without an accent mark, refers to Javier Gutiérrez Becerril.8. “Advisory Group” refers to Advisory Group LLC, an entity that was presented to the Board of Directors of CFE in October 2015 as a proposed contractor of CFE, and whose key personnel included, without limitation, Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis.9. “West Texas Supply Agreement,” also known as the Waha Supply Agreement, refers to the natural gas supply agreement entered into between CFEi and WhiteWater Midstream LLC in or around March 2017, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Waha Header. The “West Texas Supply Agreement” includes the West Texas Base Contract and the West Texas Contract Transaction Confirmation.10. “Waha Connector Agreements” refers to the agreements executed between CFE and WhiteWater Midstream LLC in or around December 2016, in which WhiteWater Midstream LLC agreed to construct, transport, and market capacity on the Waha Connector, including the Waha Optimization Agreement dated December 9, 2016, and the Transportation Service Agreements executed in December 2016 and amended in July 2017.*7 11. “South Texas Supply Agreement” refers to the natural gas supply agreements entered into between CFEi and WhiteWater Midstream LLC in February 2018, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Nueces Header. The “South Texas Supply Agreement” includes the South Texas Base Contract and the South Texas Contract Transaction Confirmation.
12. “Subject Agreements” collectively refers to the agreements between CFEi and WWM commonly referred to as the “West Texas Supply Agreement,” “Waha Connector Agreements,” and “South Texas Supply Agreement”.13. “Communication” means any Document relating to or recording a contact between two or more persons involving the transmittal of information in the form of facts, ideas, inquiries or otherwise. It includes every means of disclosure, transfer or exchange, including, but not limited to, notes, email, voicemail, text message, SMS, social media message, agreement, letter, memorandum, telegram, and facsimile; including attachments.14. “Documents” shall be interpreted broadly to include all records, things, and other items encompassed in the term “Documents or electronically stored information” in Rule 34(a) of the Federal Rules of Civil Procedure. It shall be understood to include, among other things, writings, drawings, graphs, charts, transcripts, photographs, sound recordings, images, instant messages, text messages, chats, Bloomberg messages, correspondence, email, postings on boards and social media platforms, social media messages, entries in broker systems, and other data or data compilations, stored in any medium from which information can be obtained. A draft or non-identical copy is a separate Document within the meaning of this term and Federal Rule 34(a).15. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.
16. “Relating to” or “Related” means pertaining to, relevant to, material to, affecting, comprising, constituting, discussing, describing, disclosing, evidencing, or otherwise concerning in any manner.
II. TOPICS FOR EXAMINATION
#1 Meetings of the (i) Board of Directors, (ii) Strategic and Investment Committee, and/or (iii) any other relevant Committee or corporate meeting of CFE from October 1, 2015 to March 31, 2016 where Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.
#2 Meetings of the (i) Board of Directors, (ii) Strategic and Investment Committee, and/or (iii) any other relevant Committee or corporate meeting of CFEn from October 1, 2015 to March 31, 2016 where Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.#3 Disclosures and other information provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE relating to WhiteWater Midstream, LLC, Antaeus Group LLC, Arbor Glen Consulting, LLC, JG Energy Consulting Corporation, Mexican Energy Advisors Corp., Matthew Calhoun, Todd Speiser, or Arlin Travis, from October 1, 2015 to March 31, 2016.*8 #4 CFE Group's projected future natural gas needs at the time CFEi executed the Subject Agreements.#5 The Subject Agreements, and any amendments to the Subject Agreements and re-negotiations concerning the Subject Agreements from January 1, 2019 to January 1, 2022.
#6 Information received by the Financial Corporate Office of CFE relating to the Subject Agreements regarding the Parental Guarantees granted by CFE to support the obligations of the Subject Agreements, from January 1, 2019 to January 1, 2022.#7 Procedures used for recording and preserving the minutes of meetings of the Boards of Directors, Strategic and Investment Committees and/or any other relevant Committee or corporate meeting of CFE, CFEi, and CFEn during the period from October 1, 2015 to March 31, 2016.#8 Collaboration Agreements between CFE (including subsidiaries and affiliates of CFE) and PEMEX (including its subsidiaries and affiliates) regarding the purchase of fuel (including natural gas and fuel oil) from January 1, 2019 to December 31, 2020.#9 Information sufficient to establish CFEi's demand for natural gas in Mexico for each year from 2019 to 2023.
III. REQUESTS FOR DOCUMENTS
Instructions
The following documents shall be produced by delivering copies to the Requestor within thirty (30) days of the receipt of these Requests. You should furnish all documents in your possession, custody or control. A document is deemed to be in your actual or constructive possession, custody or control if it is in your physical custody, or if it is in the physical custody of another person and you (a) own such document in whole or in part; (b) have a right, by control, contract, statute, order or otherwise, to use, inspect, examine, or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine or control such document upon any terms; or (d) have, as a practical matter, been able to use, inspect, examine or copy such document when you sought to do so.
You should produce any and all drafts and copies of each document that are not identical. For example, if any copy bears a notation (handwritten or otherwise) that does not appear on all copies, each such copy must be separately produced.
Documents should be produced in a way that shows how they were maintained in the usual course of business, in the order in which they were maintained and in the files in which they were found. Documents that are attached to each other when located for production are to be left attached when produced. Documents that are segregated or separated from other documents (e.g., by inclusion in binders or files, or by use of dividers or tabs) are to be left so segregated or separated when produced. Documents not otherwise responsive but which are attached to responsive documents and constitute routing slips, transmittal memoranda, letters, comments, or similar materials, should be produced.
Electronically stored information (ESI) should be produced in the format in which it was maintained by you in the ordinary course of business, and must be produced together with all metadata. Emails should be produced in native format, and attachments to emails should be produced together with the emails to which they were attached. In an email thread, only the final-in-time email need be produced, provided that:
*9 i. All previous emails in the thread are contained within the final message.
ii. No previous email in the thread includes an attachment. All emails that include attachments should be produced in native format together with their attachments.iii. Any software used to identify duplicate email threads is able to identify any differences to the thread such as changes in recipients (e.g., side threads, subject line changes), dates, selective deletion of previous thread content by sender, etc. To the extent such differences exist, documents with such differences shall be produced. Text messages/SMS and messages conveyed over social media platform(s) should be produced as image files or in any other reasonably usable format. All ESI should be produced without password protection or encryption if possible; otherwise, all necessary passwords and other information required to access ESI must be produced together with the ESI. A data load file should be included with the production.
Documents to Be Produced
#1 Complete audio recordings of CFE's Board of Directors from October 1, 2015 to March 31, 2016 to the extent Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.
#2 Complete transcripts of CFE's Board of Directors from October 1, 2015 to March 31, 2016 request should be limited “to the extent Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) were discussed.#3 Communications between Board members, officers, and employees of CFE and Hartree Partners (including its employees and representatives) relating to the vetting of Advisory Group, from June 1, 2015 to June 1, 2016.#4 The questionnaires (and drafts of the questionnaires) prepared by Hartree Partners relating to the vetting of Advisory Group.#5 Reports (and drafts of reports) prepared by Hartree Partners relating to the vetting of Advisory Group.
ATTACHMENT B
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of CFEnergía SA de C.V.:
1. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.
2. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.3. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.4. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.
II. TOPICS FOR EXAMINATION
*10 #1 Natural gas demand needs of CFEn and CFEi from January 1, 2019 to present, including changes to demand needs.
#2 Transfer pricing for the sale of natural gas between CFEi and CFEn from January 1, 2019 to present.#3 Natural gas sales of CFEn and CFEi from January 1, 2019 to present.#4 Financials of CFEi and CFEn from January 1, 2019 to present, including, without limitation, profit and loss on the purchase and sale of natural gas.#5 CFEi and CFEn reports to the U.S. Department of Energy and/or U.S. Federal Energy Regulatory Commission from January 1, 2019 to present.
ATTACHMENT C
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of Pedro Luna-Tovar and Requests for Documents to Pedro Luna-Tovar:
1. “The Subject Civil Action” refers to the civil action currently pending in the U.S. District Court for the Southern District of Texas and identified as CFE International LLC v. Guillermo Turrent Schnaas and Javier Gutiérrez Becerril, S.D. Tex. Case No. 4:22-cv-03385.
2. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.3. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.4. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.5. “CFE Group” collectively refers to CFE, CFEi, CFEn, and CFE's generation companies known as “Empresas Productivas Subsidiarias de Generación de CFE”.6. “Turrent” refers to Guillermo Turrent Schnaas.7. “Gutiérrez,” whether written with or without an accent mark, refers to Javier Gutiérrez Becerril.
8. “Advisory Group” refers to Advisory Group LLC, an entity that was presented to the Board of Directors of CFE in October 2015 as a proposed contractor of CFE, and whose key personnel included, without limitation, Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis.9. “West Texas Supply Agreement,” also known as the Waha Supply Agreement, refers to the natural gas supply agreement entered into between CFEi and WhiteWater Midstream LLC in or around March 2017, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Waha Header. The “West Texas Supply Agreement” includes the West Texas Base Contract and the West Texas Contract Transaction Confirmation.
10. “Waha Connector Agreements” refers to the agreements executed between CFE and WhiteWater Midstream LLC in or around December 2016, in which WhiteWater Midstream LLC agreed to construct, transport, and market capacity on the Waha Connector, including the Waha Optimization Agreement dated December 9, 2016, and the Transportation Service Agreements executed in December 2016 and amended in July 2017.*11 11. “South Texas Supply Agreement” refers to the natural gas supply agreements entered into between CFEi and WhiteWater Midstream LLC in February 2018, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Nueces Header. The “South Texas Supply Agreement” includes the South Texas Base Contract and the South Texas Contract Transaction Confirmation.
12. “Subject Agreements” collectively refers to the agreements between CFEi and WWM commonly referred to as the “West Texas Supply Agreement,” “Waha Connector Agreements,” and “South Texas Supply Agreement”.13. “Communication” means any Document relating to or recording a contact between two or more persons involving the transmittal of information in the form of facts, ideas, inquiries or otherwise. It includes every means of disclosure, transfer or exchange, including, but not limited to, notes, email, voicemail, text message, SMS, social media message, agreement, letter, memorandum, telegram, and facsimile; including attachments.14. “Documents” shall be interpreted broadly to include all records, things, and other items encompassed in the term “Documents or electronically stored information” in Rule 34(a) of the Federal Rules of Civil Procedure. It shall be understood to include, among other things, writings, drawings, graphs, charts, transcripts, photographs, sound recordings, images, instant messages, text messages, chats, Bloomberg messages, correspondence, email, postings on boards and social media platforms, social media messages, entries in broker systems, and other data or data compilations, stored in any medium from which information can be obtained. A draft or non-identical copy is a separate Document within the meaning of this term and Federal Rule 34(a).
15. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.16. “Relating to” or “Related” means pertaining to, relevant to, material to, affecting, comprising, constituting, discussing, describing, disclosing, evidencing, or otherwise concerning in any manner.
II. TOPICS FOR EXAMINATION
#1 The contents of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016.
#2 Documentation of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016, including transcripts and audio recordings.#3 Discussions from October 1, 2015 to March 31, 2016 regarding Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#4 Documents, including Communications, regarding from October 1, 2015 to March 31, 2016 regarding Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#5 Presentations, proposals, and other information relating to Advisory Group provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE in 2015.#6 Pricing (including transfer pricing) for the sale of natural gas from U.S.-based suppliers to CFEn, including negotiations relating to pricing and transfer pricing studies, from January 1, 2019 to present.
III. REQUESTS FOR DOCUMENTS
Instructions
*12 The following documents shall be produced by delivering copies to the Requestor within thirty (30) days of the receipt of these Requests. You should furnish all documents in your possession, custody or control. A document is deemed to be in your actual or constructive possession, custody or control if it is in your physical custody, or if it is in the physical custody of another person and you (a) own such document in whole or in part; (b) have a right, by control, contract, statute, order or otherwise, to use, inspect, examine, or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine or control such document upon any terms; or (d) have, as a practical matter, been able to use, inspect, examine or copy such document when you sought to do so.
You should produce any and all drafts and copies of each document that are not identical. For example, if any copy bears a notation (handwritten or otherwise) that does not appear on all copies, each such copy must be separately produced.
Documents should be produced in a way that shows how they were maintained in the usual course of business, in the order in which they were maintained and in the files in which they were found. Documents that are attached to each other when located for production are to be left attached when produced. Documents that are segregated or separated from other documents (e.g., by inclusion in binders or files, or by use of dividers or tabs) are to be left so segregated or separated when produced. Documents not otherwise responsive but which are attached to responsive documents and constitute routing slips, transmittal memoranda, letters, comments, or similar materials, should be produced.
Electronically stored information (ESI) should be produced in the format in which it was maintained by you in the ordinary course of business, and must be produced together with all metadata. Emails should be produced in native format, and attachments to emails should be produced together with the emails to which they were attached. In an email thread, only the final-in-time email need be produced, provided that:
i. All previous emails in the thread are contained within the final message.
ii. No previous email in the thread includes an attachment. All emails that include attachments should be produced in native format together with their attachments.iii. Any software used to identify duplicate email threads is able to identify any differences to the thread such as changes in recipients (e.g., side threads, subject line changes), dates, selective deletion of previous thread content by sender, etc. To the extent such differences exist, documents with such differences shall be produced. Text messages/SMS and messages conveyed over social media platform(s) should be produced as image files or in any other reasonably usable format. All ESI should be produced without password protection or encryption if possible; otherwise, all necessary passwords and other information required to access ESI must be produced together with the ESI. A data load file should be included with the production.
Documents to Be Produced
#1 Communications from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
ATTACHMENT D
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of Ruben Filemon Flores-Garcia and Requests for Documents to Ruben Filemon Flores-Garcia:
1. “The Subject Civil Action” refers to the civil action currently pending in the U.S. District Court for the Southern District of Texas and identified as CFE International LLC v. Guillermo Turrent Schnaas and Javier Gutiérrez Becerril, S.D. Tex. Case No. 4:22-cv-03385.
*13 2. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.3. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.4. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.
5. “CFE Group” collectively refers to CFE, CFEi, CFEn, and CFE's generation companies known as “Empresas Productivas Subsidiarias de Generación de CFE”.6. “Turrent” refers to Guillermo Turrent Schnaas.7. “Gutiérrez,” whether written with or without an accent mark, refers to Javier Gutiérrez Becerril.8. “Advisory Group” refers to Advisory Group LLC, an entity that was presented to the Board of Directors of CFE in October 2015 as a proposed contractor of CFE, and whose key personnel included, without limitation, Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis.9. “West Texas Supply Agreement,” also known as the Waha Supply Agreement, refers to the natural gas supply agreement entered into between CFEi and WhiteWater Midstream LLC in or around March 2017, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Waha Header. The “West Texas Supply Agreement” includes the West Texas Base Contract and the West Texas Contract Transaction Confirmation.
10. “Waha Connector Agreements” refers to the agreements executed between CFE and WhiteWater Midstream LLC in or around December 2016, in which WhiteWater Midstream LLC agreed to construct, transport, and market capacity on the Waha Connector, including the Waha Optimization Agreement dated December 9, 2016, and the Transportation Service Agreements executed in December 2016 and amended in July 2017.11. “South Texas Supply Agreement” refers to the natural gas supply agreements entered into between CFEi and WhiteWater Midstream LLC in February 2018, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Nueces Header. The “South Texas Supply Agreement” includes the South Texas Base Contract and the South Texas Contract Transaction Confirmation.12. “Subject Agreements” collectively refers to the agreements between CFEi and WWM commonly referred to as the “West Texas Supply Agreement,” “Waha Connector Agreements,” and “South Texas Supply Agreement”.13. “Communication” means any Document relating to or recording a contact between two or more persons involving the transmittal of information in the form of facts, ideas, inquiries or otherwise. It includes every means of disclosure, transfer or exchange, including, but not limited to, notes, email, voicemail, text message, SMS, social media message, agreement, letter, memorandum, telegram, and facsimile; including attachments.
*14 14. “Documents” shall be interpreted broadly to include all records, things, and other items encompassed in the term “Documents or electronically stored information” in Rule 34(a) of the Federal Rules of Civil Procedure. It shall be understood to include, among other things, writings, drawings, graphs, charts, transcripts, photographs, sound recordings, images, instant messages, text messages, chats, Bloomberg messages, correspondence, email, postings on boards and social media platforms, social media messages, entries in broker systems, and other data or data compilations, stored in any medium from which information can be obtained. A draft or non-identical copy is a separate Document within the meaning of this term and Federal Rule 34(a).15. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.16. “Relating to” or “Related” means pertaining to, relevant to, material to, affecting, comprising, constituting, discussing, describing, disclosing, evidencing, or otherwise concerning in any manner.
II. TOPICS FOR EXAMINATION
#1 The contents of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016.
#2 Documentation of the meetings of CFE's Board of Directors from October 1, 2015 to March 31, 2016, including transcripts and audio recordings.#3 Discussions with Enrique Ochoa, Jaime Hernandez Martinez, and/or any other Board Member(s) of the CFE Board of Directors relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.#4 Documents, including Communications, relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.#5 Presentations, proposals, and other information provided to the Board of Directors, Strategic and Investment Committee and/or any other relevant Committee or corporate meeting of CFE relating to the Subject Agreements, Turrent, Gutiérrez, Advisory Group, Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis from October 1, 2015 to December 31, 2018.
III. REQUESTS FOR DOCUMENTS
Instructions
The following documents shall be produced by delivering copies to the Requestor within thirty (30) days of the receipt of these Requests. You should furnish all documents in your possession, custody or control. A document is deemed to be in your actual or constructive possession, custody or control if it is in your physical custody, or if it is in the physical custody of another person and you (a) own such document in whole or in part; (b) have a right, by control, contract, statute, order or otherwise, to use, inspect, examine, or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine or control such document upon any terms; or (d) have, as a practical matter, been able to use, inspect, examine or copy such document when you sought to do so.
You should produce any and all drafts and copies of each document that are not identical. For example, if any copy bears a notation (handwritten or otherwise) that does not appear on all copies, each such copy must be separately produced.
*15 Documents should be produced in a way that shows how they were maintained in the usual course of business, in the order in which they were maintained and in the files in which they were found. Documents that are attached to each other when located for production are to be left attached when produced. Documents that are segregated or separated from other documents (e.g., by inclusion in binders or files, or by use of dividers or tabs) are to be left so segregated or separated when produced. Documents not otherwise responsive but which are attached to responsive documents and constitute routing slips, transmittal memoranda, letters, comments, or similar materials, should be produced.
Electronically stored information (ESI) should be produced in the format in which it was maintained by you in the ordinary course of business, and must be produced together with all metadata. Emails should be produced in native format, and attachments to emails should be produced together with the emails to which they were attached. In an email thread, only the final-in-time email need be produced, provided that:
i. All previous emails in the thread are contained within the final message.
ii. No previous email in the thread includes an attachment. All emails that include attachments should be produced in native format together with their attachments.iii. Any software used to identify duplicate email threads is able to identify any differences to the thread such as changes in recipients (e.g., side threads, subject line changes), dates, selective deletion of previous thread content by sender, etc. To the extent such differences exist, documents with such differences shall be produced. Text messages/SMS and messages conveyed over social media platform(s) should be produced as image files or in any other reasonably usable format. All ESI should be produced without password protection or encryption if possible; otherwise, all necessary passwords and other information required to access ESI must be produced together with the ESI. A data load file should be included with the production.
Documents to Be Produced
#1 Communications from October 1, 2015 to December 31, 2018 between you and any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) or the Subject Agreements.
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
ATTACHMENT E
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of Ricardo Elizondo-Guajardo and Requests for Documents to Ricardo Elizondo-Guajardo:
1. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.
2. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.3. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.
4. “Turrent” refers to Guillermo Turrent Schnaas.
*16 5. “Gutiérrez,” whether written with or without an accent mark, refers to Javier Gutiérrez Becerril.6. “Advisory Group” refers to Advisory Group LLC, an entity that was presented to the Board of Directors of CFE in October 2015 as a proposed contractor of CFE, and whose key personnel included, without limitation, Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis.7. “Communication” means any Document relating to or recording a contact between two or more persons involving the transmittal of information in the form of facts, ideas, inquiries or otherwise. It includes every means of disclosure, transfer or exchange, including, but not limited to, notes, email, voicemail, text message, SMS, social media message, agreement, letter, memorandum, telegram, and facsimile; including attachments.8. “Documents” shall be interpreted broadly to include all records, things, and other items encompassed in the term “Documents or electronically stored information” in Rule 34(a) of the Federal Rules of Civil Procedure. It shall be understood to include, among other things, writings, drawings, graphs, charts, transcripts, photographs, sound recordings, images, instant messages, text messages, chats, Bloomberg messages, correspondence, email, postings on boards and social media platforms, social media messages, entries in broker systems, and other data or data compilations, stored in any medium from which information can be obtained. A draft or non-identical copy is a separate Document within the meaning of this term and Federal Rule 34(a).
9. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.
10. “Relating to” or “Related” means pertaining to, relevant to, material to, affecting, comprising, constituting, discussing, describing, disclosing, evidencing, or otherwise concerning in any manner.
II. TOPICS FOR EXAMINATION
#1 Meetings of CFEi's Board of Directors from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.
#2 Meetings of CFEi's Risk Committee from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.#3 Meetings of CFEn's Risk Committee from January 1, 2019 to the earlier of December 31, 2022 or the date in which the witness left CFEi that concern the transactions and subject agreements at issue in this litigation, Advisory Group (including vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and/or agreements between CFEi and WhiteWater Midstream, LLC.*17 #4 Communications with Eugenio Herrera and/or Tania Rabasa regarding Advisory Group (including the vetting of Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis) and their prior professional relationships with Turrent or Gutiérrez.
III. REQUESTS FOR DOCUMENTS
Instructions
The following documents shall be produced by delivering copies to the Requestor within thirty (30) days of the receipt of these Requests. You should furnish all documents in your possession, custody or control. A document is deemed to be in your actual or constructive possession, custody or control if it is in your physical custody, or if it is in the physical custody of another person and you (a) own such document in whole or in part; (b) have a right, by control, contract, statute, order or otherwise, to use, inspect, examine, or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine or control such document upon any terms; or (d) have, as a practical matter, been able to use, inspect, examine or copy such document when you sought to do so.
You should produce any and all drafts and copies of each document that are not identical. For example, if any copy bears a notation (handwritten or otherwise) that does not appear on all copies, each such copy must be separately produced.
Documents should be produced in a way that shows how they were maintained in the usual course of business, in the order in which they were maintained and in the files in which they were found. Documents that are attached to each other when located for production are to be left attached when produced. Documents that are segregated or separated from other documents (e.g., by inclusion in binders or files, or by use of dividers or tabs) are to be left so segregated or separated when produced. Documents not otherwise responsive but which are attached to responsive documents and constitute routing slips, transmittal memoranda, letters, comments, or similar materials, should be produced.
Electronically stored information (ESI) should be produced in the format in which it was maintained by you in the ordinary course of business, and must be produced together with all metadata. Emails should be produced in native format, and attachments to emails should be produced together with the emails to which they were attached. In an email thread, only the final-in-time email need be produced, provided that:
i. All previous emails in the thread are contained within the final message.
ii. No previous email in the thread includes an attachment. All emails that include attachments should be produced in native format together with their attachments.iii. Any software used to identify duplicate email threads is able to identify any differences to the thread such as changes in recipients (e.g., side threads, subject line changes), dates, selective deletion of previous thread content by sender, etc. To the extent such differences exist, documents with such differences shall be produced. Text messages/SMS and messages conveyed over social media platform(s) should be produced as image files or in any other reasonably usable format. All ESI should be produced without password protection or encryption if possible; otherwise, all necessary passwords and other information required to access ESI must be produced together with the ESI. A data load file should be included with the production.
Documents to Be Produced
*18 #1 Communications from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE or CFEi relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 The witnesses' current employment contract with CFE or its subsidiaries, if any.
ATTACHMENT F
I. DEFINITIONS
The following definitions shall apply to the following Topics for Examination of Eugenio Herrera-Terrazas and Requests for Documents to Eugenio Herrera-Terrazas:
1. “The Subject Civil Action” refers to the civil action currently pending in the U.S. District Court for the Southern District of Texas and identified as CFE International LLC v. Guillermo Turrent Schnaas and Javier Gutiérrez Becerril, S.D. Tex. Case No. 4:22-cv-03385.
2. “CFE” refers to Comisión Federal de Electricidad, and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as its officers, directors, and principals.3. “CFEi” refer to CFE International LLC and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEi, as well as its officers, directors, and principals.4. “CFEn” and “CFEnergía,” whether written with or without an accent mark, refer to CFEnergía SA de C.V., and where applicable, any agents, attorneys, representatives, employees, and all other persons acting or purporting to act for or on its behalf, whether authorized or not to do so, as well as any subsidiary, branch, affiliate, and successor entities of CFEn, as well as its officers, directors, and principals.
5. “CFE Group” collectively refers to CFE, CFEi, CFEn, and CFE's generation companies known as “Empresas Productivas Subsidiarias de Generación de CFE”.6. “Turrent” refers to Guillermo Turrent Schnaas.7. “Gutiérrez,” whether written with or without an accent mark, refers to Javier Gutiérrez Becerril.8. “Advisory Group” refers to Advisory Group LLC, an entity that was presented to the Board of Directors of CFE in October 2015 as a proposed contractor of CFE, and whose key personnel included, without limitation, Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis.
9. “West Texas Supply Agreement,” also known as the Waha Supply Agreement, refers to the natural gas supply agreement entered into between CFEi and WhiteWater Midstream LLC in or around March 2017, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Waha Header. The “West Texas Supply Agreement” includes the West Texas Base Contract and the West Texas Contract Transaction Confirmation.
10. “Waha Connector Agreements” refers to the agreements executed between CFE and WhiteWater Midstream LLC in or around December 2016, in which WhiteWater Midstream LLC agreed to construct, transport, and market capacity on the Waha Connector, including the Waha Optimization Agreement dated December 9, 2016, and the Transportation Service Agreements executed in December 2016 and amended in July 2017.11. “South Texas Supply Agreement” refers to the natural gas supply agreements entered into between CFEi and WhiteWater Midstream LLC in February 2018, providing for WhiteWater Midstream LLC to supply natural gas to CFEi at the Nueces Header. The “South Texas Supply Agreement” includes the South Texas Base Contract and the South Texas Contract Transaction Confirmation.*19 12. “Subject Agreements” collectively refers to the agreements between CFEi and WWM commonly referred to as the “West Texas Supply Agreement,” “Waha Connector Agreements,” and “South Texas Supply Agreement”.
13. “Communication” means any Document relating to or recording a contact between two or more persons involving the transmittal of information in the form of facts, ideas, inquiries or otherwise. It includes every means of disclosure, transfer or exchange, including, but not limited to, notes, email, voicemail, text message, SMS, social media message, agreement, letter, memorandum, telegram, and facsimile; including attachments.14. “Documents” shall be interpreted broadly to include all records, things, and other items encompassed in the term “Documents or electronically stored information” in Rule 34(a) of the Federal Rules of Civil Procedure. It shall be understood to include, among other things, writings, drawings, graphs, charts, transcripts, photographs, sound recordings, images, instant messages, text messages, chats, Bloomberg messages, correspondence, email, postings on boards and social media platforms, social media messages, entries in broker systems, and other data or data compilations, stored in any medium from which information can be obtained. A draft or non-identical copy is a separate Document within the meaning of this term and Federal Rule 34(a).
15. “Person” and “persons” include natural persons, groups of natural persons acting in a collegial capacity (e.g., a committee or counsel), corporations, partnerships, associations, trusts, joint ventures, and any other incorporated or unincorporated business, governmental, public or legal entity. A reference to any person shall include, when applicable, its subsidiaries, controlled persons, controlling persons, shareholders, officers, directors, employees, agents, or other persons acting or purporting to act on its behalf.16. “Relating to” or “Related” means pertaining to, relevant to, material to, affecting, comprising, constituting, discussing, describing, disclosing, evidencing, or otherwise concerning in any manner.
II. TOPICS FOR EXAMINATION
#1 Procedures and practices for recording and preserving the audio and minutes of meetings of the CFE Board of Directors, CFEi Board of Directors, CFE Strategic and Investment Committee, CFEi Risk Committee, and Corporate Meetings of CFE, CFEi and CFEn.
#2 Vetting of the Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis) between October 1, 2015 to March 31, 2016.#3 Presentations and other Documents used in all meetings of the CFE Board of Directors, CFEi Board of Directors, CFE Strategic and Investment Committee, and CFEi Risk Committee relating to demand for natural gas, the Waha Request for Offers (RFO) South Texas Request for Offers (RFO), CFE's parental guaranties of the Subject Agreements, and/or Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and Arlin Travis).
#4 Disclosures made by Turrent and Gutiérrez regarding their professional relationships with Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#5 Disclosures made by Gutiérrez to the witness in 2014 and 2015 regarding prior natural gas projects involving Gutiérrez and Matthew P. Calhoun.*20 #6 Visits to CFEn's offices by Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis.#7 Pricing (including transfer pricing) for the sale of natural gas from U.S.-based suppliers to CFEn, including negotiations relating to pricing and transfer pricing studies, from January 1, 2019 to present.#8 Communications with Hartree Partners and information received from Hartree Partners (including reports) regarding vetting of the Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).#9 The meaning of the term “Los 4 Fantásticos” used by the witness in an email dated October 20, 2015.#10 Discussions with Turrent relating to the 2016 Order of the U.S. Federal Energy Regulatory Commission (“FERC”) regarding Shell Energy trading group.
III. REQUESTS FOR DOCUMENTS
Instructions
The following documents shall be produced by delivering copies to the Requestor within thirty (30) days of the receipt of these Requests. You should furnish all documents in your possession, custody or control. A document is deemed to be in your actual or constructive possession, custody or control if it is in your physical custody, or if it is in the physical custody of another person and you (a) own such document in whole or in part; (b) have a right, by control, contract, statute, order or otherwise, to use, inspect, examine, or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine or control such document upon any terms; or (d) have, as a practical matter, been able to use, inspect, examine or copy such document when you sought to do so.
You should produce any and all drafts and copies of each document that are not identical. For example, if any copy bears a notation (handwritten or otherwise) that does not appear on all copies, each such copy must be separately produced.
Documents should be produced in a way that shows how they were maintained in the usual course of business, in the order in which they were maintained and in the files in which they were found. Documents that are attached to each other when located for production are to be left attached when produced. Documents that are segregated or separated from other documents (e.g., by inclusion in binders or files, or by use of dividers or tabs) are to be left so segregated or separated when produced. Documents not otherwise responsive but which are attached to responsive documents and constitute routing slips, transmittal memoranda, letters, comments, or similar materials, should be produced.
Electronically stored information (ESI) should be produced in the format in which it was maintained by you in the ordinary course of business, and must be produced together with all metadata. Emails should be produced in native format, and attachments to emails should be produced together with the emails to which they were attached. In an email thread, only the final-in-time email need be produced, provided that:
i. All previous emails in the thread are contained within the final message.
ii. No previous email in the thread includes an attachment. All emails that include attachments should be produced in native format together with their attachments.*21 iii. Any software used to identify duplicate email threads is able to identify any differences to the thread such as changes in recipients (e.g., side threads, subject line changes), dates, selective deletion of previous thread content by sender, etc. To the extent such differences exist, documents with such differences shall be produced. Text messages/SMS and messages conveyed over social media platform(s) should be produced as image files or in any other reasonably usable format. All ESI should be produced without password protection or encryption if possible; otherwise, all necessary passwords and other information required to access ESI must be produced together with the ESI. A data load file should be included with the production.
Documents to Be Produced
# 1 Communications and notes from October 1, 2015 to March 31, 2016 between you and Gutiérrez, Turrent, or any Board member or employee of CFE relating to Advisory Group (including Matthew P. Calhoun, Todd J. Speiser, and/or Arlin Travis).
#2 Communications and notes from January 1, 2016 to December 31, 2018 relating to the 2016 Order of the U.S. Federal Energy Regulatory Commission (“FERC”) regarding Shell Energy trading group.#3 Any current consulting agreement between the witness and CFE, CFEn or CFEi.
Footnotes
The following numbered deposition topics and document requests refer to the numbering set forth in Defendants' revised proposed Letter of Request (ECF No. 159-1).
Cites to “Tr.” refer to the transcript of the Court conference held on May 6, 2024.
The Court denies the Defendants' request as to all other topics in their revised Letter of Request, except to the extent set forth in this Order.
The Court has repeated below the parties' contentions in order to frame the issues and assist the Mexican authorities in evaluating the Letter of Request. These contentions do not necessarily reflect the Court's views, including with respect to the parties' contentions in Sections 6, 7, and 10 of this letter.