Case 21-03003-sgj Doc 94 Filed 09/28/21 Entered 09/28/21 ...

DOCS_NY:44147.2 36027/003

PACHULSKI STANG ZIEHL & JONES LLP Jeffrey N. Pomerantz (CA Bar No. 143717) (admitted pro hac vice) Ira D. Kharasch (CA Bar No. 109084) (admitted pro hac vice) John A. Morris (NY Bar No. 2405397) (admitted pro hac vice) Gregory V. Demo (NY Bar No. 5371992) (admitted pro hac vice) Hayley R. Winograd (NY Bar No. 5612569) (admitted pro hac vice) 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 HAYWARD PLLC Melissa S. Hayward (Texas Bar No. 24044908) Zachery Z. Annable (Texas Bar No. 24053075) 10501 N. Central Expy, Ste. 106 Dallas, TX 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 Counsel for Highland Capital Management, L.P.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: § Case No. 19-34054-sgj11 § HIGHLAND CAPITAL MANAGEMENT, L.P. 1 § Chapter 11 § Reorganized Debtor. §

HIGHLAND CAPITAL MANAGEMENT, L.P., § § Plaintiff. § v. § Adversary No. 21-03003-sgj § JAMES D. DONDERO, NANCY DONDERO, AND § THE DUGABOY INVESTMENT TRUST, § § Defendants. §

HIGHLAND CAPITAL MANAGEMENT, L.P., § § Plaintiff. § § v. § § Adversary No.: 21-03005-sgj NEXPOINT ADVISORS, L.P., JAMES § DONDERO, NANCY DONDERO, AND THE § DUGABOY INVESTMENT TRUST, § § Defendants. §

1 The Debtor’s last four digits of its taxpayer identification number are (6725). The headquarters and service address for the above-captioned Debtor is 100 Crescent Court, Suite 1850, Dallas, TX 75201.

Case 21-03003-sgj Doc 94 Filed 09/28/21 Entered 09/28/21 19:14:57 of 3

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1934054210928000000000020

Docket #0094 Date Filed: 9/28/2021

DOCS_NY:44147.2 36027/003

HIGHLAND CAPITAL MANAGEMENT, L.P., § § Plaintiff. § § v. § § Adversary No.: 21-03006-sgj HIGHLAND CAPITAL MANAGEMENT § SERVICES, INC., JAMES DONDERO, NANCY § DONDERO, AND THE DUGABOY § INVESTMENT TRUST, § § Defendants. §

HIGHLAND CAPITAL MANAGEMENT, L.P., § § Plaintiff. § § v. § § Adversary No.: 21-03007-sgj HCRE PARTNERS, LLC (n/k/a NEXPOINT § REAL ESTATE PARTNERS, LLC), JAMES § DONDERO, NANCY DONDERO AND THE § DUGABOY INVESTMENT TRUST, § § DEFENDANTS. §

DECLARATION OF JOHN A. MORRIS IN SUPPORT OF DEBTOR’S OBJECTION TO MOTION TO COMPEL ARBITRATION AND STAY LITIGATION

I, John A. Morris, pursuant to 28 U.S.C. § 1746(a) and under penalty of perjury, declare as

follows:

1. I am an attorney in the law firm of Pachulski, Stang, Ziehl & Jones LLP, counsel

to the above-referenced Debtor, and I submit this Declaration in support of the Debtor’s Objection

to Motion to Compel Arbitration and Stay Litigation (the “Objection”) being filed concurrently

with this Declaration. I submit this Declaration based on my personal knowledge and review of

the documents listed below.

2. Attached as Exhibit A is a true and correct copy of Defendants’ Joint Discovery

Requests to Highland Capital Management, L.P., dated September 3, 2021.

3. Attached as Exhibit B are true and correct copies of various discovery demands

served by James Dondero in Adversary Proceeding No. 21-03003.


DOCS_NY:44147.2 36027/003

4. Attached as Exhibit C is a true and correct copy of an email chain for the period

June 23, 2021 to July 21, 2021 where a host of agreements were reached that became the

foundation for the Stipulations (as that term is defined in the Objection) between Michael Aigen,

a partner at Stinson LLP (counsel to James Dondero, certain entities controlled by Mr. Dondero,

and, at certain times, counsel to Nancy Dondero) and me, with counsel for all parties copied.

Dated: September 28, 2021. /s/ John A. Morris John A. Morris


EXHIBIT A

Case 21-03003-sgj Doc 94-1 Filed 09/28/21 Entered 09/28/21 19:14:57 Page 1 of 32

DEFENDANTS’ JOINT DISCOVERY REQUESTS TO HIGHLAND CAPITAL MANAGEMENT, L.P. PAGE 1 OF 31 CORE/3522697.0002/168823116

Clay M. Taylor

Bryan C. Assink

BONDS ELLIS EPPICH SCHAFER JONES LLP

420 Throckmorton Street, Suite 1000

Fort Worth, Texas 76102 (817) 405-6900 telephone

(817) 405-6902 facsimile

Email: [email protected]


ATTORNEYS FOR JAMES DONDERO

Deborah Deitsch-Perez

Michael P. Aigen

STINSON LLP

3102 Oak Lawn Avenue, Suite 777

Dallas, Texas 75219 (214) 560-2201 telephone

(214) 560-2203 facsimile



ATTORNEYS FOR JAMES DONDERO, NANCY

DONDERO, HIGHLAND CAPITAL MANAGEMENT

SERVICES, INC. AND NEXPOINT REAL ESTATE

PARTNERS, LLC

Daniel P. Elms

State Bar No. 24002049 GREENBERG TRAURIG, LLP

2200 Ross Avenue, Suite 5200

Dallas, Texas 75201

(214) 665-3600 telephone

(214) 665-3601 facsimile


ATTORNEYS FOR NANCEY DONDERO

Douglas S. Draper (La. Bar No. 5073)

Leslie A. Collins (La. Bar No. 14891) Greta M. Brouphy (La. Bar No. 26216)

HELLER, DRAPER & HORN, L.L.C.

650 Poydras Street, Suite 2500

New Orleans, Louisiana 70130

(504) 299-3300 telephone

(504) 299-3399 facsimile




ATTORNEYS FOR THE DUGABOY INVESTMENT TRUST

Davor Rukavina Thomas D. Berghman

Julian P. Vasek

MUNSCH HARDT KOPF & HARR, P.C.

500 N. Akard Street, Suite 3800

Dallas, Texas 75202-2790

(214) 855-7500 telephone

(214) 978-4375 facsimile


ATTORNEYS FOR NEXPOINT ADVISORS, L.P.

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: § Case No. 19-34054

§

HIGHLAND CAPITAL MANAGEMENT, L.P. § Chapter 11

§

Debtor. §

HIGHLAND CAPITAL MANAGEMENT, L.P., §

§

Plaintiff. §

v. § Adversary No. 21-03003-sgj

§

JAMES D. DONDERO, NANCY DONDERO, AND §

THE DUGABOY INVESTMENT TRUST, §

§

Defendants. §




§

Plaintiff. §

§

v. §

§ Adversary No.: 21-03005-sgj

NEXPOINT ADVISORS, L.P., JAMES §

DONDERO, NANCY DONDERO, AND THE §

DUGABOY INVESTMENT TRUST, §

§

Defendants. §


§

Plaintiff. §

§

v. §


HIGHLAND CAPITAL MANAGEMENT §

SERVICES, INC., JAMES DONDERO, NANCY §

DONDERO, AND THE DUGABOY §

INVESTMENT TRUST, §

§

Defendants. §


§

Plaintiff. §

§

v. §


HCRE PARTNERS, LLC (n/k/a NEXPOINT §

REAL ESTATE PARTNERS, LLC), JAMES §

DONDERO, NANCY DONDERO AND THE §

DUGABOY INVESTMENT TRUST, §

§

Defendants. §

DEFENDANTS' JOINT DISCOVERY REQUESTS

TO HIGHLAND CAPITAL MANAGEMENT, L.P.

TO: Highland Capital Management, L.P., by and through its attorneys of record, John Morris,

Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles,

CA 90067.

Pursuant to Rules 26, 33, 34, and 36 of the Federal Rules of Civil Procedure, made

applicable to this proceeding through Rules 7026, 7033, 7034, 7036, and 9014 of the Federal Rules

of Bankruptcy Procedure, Defendants James Dondero (“Mr. Dondero”), Nancy Dondero (“Ms.

Dondero”), The Dugaboy Investment Trust (“Dugaboy”), NexPoint Advisors, L.P. (“NPA”),

Highland Capital Management Services, Inc. (“HCMS”), and NexPoint Real Estate Partners, LLC



(“NREP”) (collectively, “Defendants”) hereby request that Plaintiff Highland Capital

Management, L.P. (“Debtor”) produce for inspection and copying the documents identified below,

and respond to the propounded interrogatories and requests for admission, within thirty (30) days

after service (the “Requests”).

Dated: September 3, 2021 Respectfully submitted,

/s/Michael P. Aigen

Deborah Deitsch-Perez

State Bar No. 24036072

Michael P. Aigen


STINSON LLP

3102 Oak Lawn Avenue, Suite 777

Dallas, Texas 75219

(214) 560-2201 telephone

(214) 560-2203 facsimile



ATTORNEYS FOR JAMES DONDERO, NANCY

DONDERO, HIGHLAND CAPITAL MANAGEMENT

SERVICES, INC. AND NEXPOINT REAL ESTATE

PARTNERS, LLC

/s/Clay M. Taylor

Clay M. Taylor


Bryan C. Assink


BONDS ELLIS EPPICH SCHAFER JONES LLP

420 Throckmorton Street, Suite 1000

Fort Worth, Texas 76102

(817) 405-6900 telephone

(817) 405-6902 facsimile



ATTORNEYS FOR JAMES DONDERO



/s/Daniel P. Elms

Daniel P. Elms


GREENBERG TRAURIG, LLP

2200 Ross Avenue, Suite 5200

Dallas, Texas 75201

(214) 665-3600 telephone

(214) 665-3601 facsimile


ATTORNEYS FOR NANCY DONDERO

/s/Douglas S. Draper

Douglas S. Draper (La. Bar No. 5073)

Leslie A. Collins (La. Bar No. 14891)

Greta M. Brouphy (La. Bar No. 26216)

HELLER, DRAPER & HORN, L.L.C.

650 Poydras Street, Suite 2500

New Orleans, LA 70130

(504) 299-3300 telephone

(504) 299-3399 facsimile




ATTORNEYS FOR THE DUGABOY INVESTMENT

TRUST

/s/Davor Rukavina

Davor Rukavina


Thomas D. Berghman


Julian P. Vasek.


MUNSCH HARDT KOPF & HARR, P.C.

500 N. Akard Street, Suite 3800

Dallas, Texas 75202-2790

Telephone: (214) 855-7500

Facsimile: (214) 978-4375




ATTORNEYS FOR NEXPOINT ADVISORS, L.P.



CERTIFICATE OF SERVICE

I, the undersigned, hereby certify that, on September 3, 2021, a true and correct copy of

the foregoing document was served via email on counsel for the Debtor.

/s/ Michael P. Aigen

Michael P. Aigen



I. RESERVATION OF RIGHTS

1. On September 1, 2021, certain Defendants filed (i) a Motion to Compel Arbitration; and

(ii) a Motion to Dismiss certain of the causes of action contained in the Amended

Complaints1. By propounding these discovery requests, Defendants do not intend to, and

do not, waive any rights related to the arguments and rights asserted in these motions,

including, without limitation, their rights to (i) arbitrate any disputes related to the

allegations contained in the Amended Complaints; and (ii) have certain causes of actions

contained in the Amended Complaints dismissed. Defendants expressly reserve all rights

and preserve all arguments made in these motions and serve these discovery requests

subject to and conditioned upon the foregoing motions.

Additionally, Dugaboy reserves the right to supplement its discovery requests, if necessary.

Dugaboy's counsel is located in Louisiana and is dealing with the aftermath of Hurricane

Ida. Counsel requested a two business day extension for Dugaboy to supplement its

discovery requests but counsel for Debtor refused to provide counsel for Dugaboy with this

courtesy.

II. DEFINITIONS

2. For purpose of interpreting and determining the scope of the discovery requests made

herein, the terms shall be given their most expansive and inclusive interpretations unless

otherwise specifically limited by the language of an individual request. This includes,

without limitation, the following:

(a) construing the singular form of the word to include the plural and the

plural form of the word to include the singular; the words “and” and

“or” shall be both conjunctive and disjunctive as necessary to make the

request inclusive rather than exclusive; the word “all” means “any and

all;” the word “including” means “including without limitation;”

(b) construing the masculine to include the feminine and vice versa; and

(c) construing any masculine or feminine pronoun to include “it” where

appropriate.

3. The term “Communication(s)” means the transmittal of information (in the form of facts,

ideas, inquiries, or otherwise) by any means, including but not limited to any meeting,

conversation, discussion, conference, correspondence, message, or other written or oral

transmission, exchange, or transfer of information in any form between two or more

persons, including in person or by telephone, facsimile, telegraph, telex, electronic mail or

other medium. The term also includes any Document transmitted or exchanged during

such transmittal of information.

1 See Motion to Compel Arbitration, Docket Number 80 in Adv. No. 21-3003. See also, e.g., Defendants’ Motion to

Dismiss, Docket No. 82 in Adv. No. 21-3003.



4. The term “Document(s)” refers to:

(a) all handwritten, typed, or printed matter of any kind, including the originals and

all non-identical copies, whether different from the original by reason of any

notation made on such copies or otherwise, including, without limitation,

agreements, correspondence, forecasts, memoranda, e-mails, notes, jottings,

speeches, press releases, diaries, examinations, statistics, letters, telegrams,

minutes, time records, payroll records, expense records, contracts, reports,

studies, training manuals, canceled checks, statements, receipts, delivery

tickets, returns, summaries, work orders, pamphlets, books, prospectuses,

statement of operations, inter-office and intra-office communications, internal

and external audit reports, internal and external accounting reports, offers,

notations of any sort of conversations, telephone calls, meetings, or other

communications, bulletins, printed matter, computer print-outs, teletypes,

invoices, worksheets, and all drafts, alterations, modifications, changes and

amendments of any of the foregoing;

(b) graphic or aural records of representations of any kind, including, without

limitation, photographs, charts, graphs, microfiche, microfilm, videotape,

recordings, motion pictures; and

(c) electronic, mechanical or electronic records or representations of any kind,

including, without limitation, emails, tapes, cassettes, digital images, digital

videos, videotapes, audiotapes, laser disks, disks (including CD-ROM disks),

plans or other representations of anything concerning, describing, referring or

relating, directly or indirectly, in whole or in part, to the subject matter of the

discovery request at issue.

5. For the avoidance of doubt, the definitions of “Document(s)” and “Communication(s)”

include all ESI.

6. The words or phrases “relate to,” “relating to,” “concern,” “concerning,” “reflect,”

“comprise,” “evidence,” “memorialize,” “constitute,” “describe,” “reflecting,”

“regarding,” “refer to,” or “referring to” mean, without limitation, the following: effect,

concern, refer to, reflect, evidence, display, contain, show, prove, encompass, support,

demonstrate, involve, and/or include, in any way legally, logically, or factually connected

to the matter referred to, or have a tendency to prove or disprove the matter referred to.

7. The term “ESI” shall have the meaning ascribed to it in the Federal Rules of Civil

Procedure 16, 26, and 34(a).

8. As used herein, the term “Adversary Proceedings” shall mean and refer to the above-

captioned adversary proceedings in the Bankruptcy Case.

9. As used herein, the term "Amended Complaints" shall mean the Amended Complaints that

were filed on or about August 27, 2021 and deemed retroactively served on July 13, 2021

in each of the above-captioned adversary proceedings.



10. As used herein, the term “Bankruptcy Case” shall mean and refer to the above-captioned

chapter 11 case of Highland Capital Management, L.P.

11. As used herein, the term “HCMS” shall mean and refer to Defendant Highland Capital

Management Services, Inc.

12. As used herein, the term “HCRE” shall mean and refer to Defendant HCRE Partners, LLC.

13. As used herein, the term “NPA” shall mean and refer to Defendant NexPoint Advisors,

L.P.

14. As used herein, the term “HCMFA” shall mean and refer to Defendant Highland Capital

Management Fund Advisors, L.P.

15. As used herein, the term “Affiliate” shall mean as defined in section 101(2) of the

Bankruptcy Code and also includes any other entity that directly or indirectly, through one

or more intermediaries, controls, is controlled by, or is under common control with, such

affiliate.

16. As used herein, the term “Managed Funds” means Highland Multi-Strategy Credit Fund,

L.P., Highland Restoration Capital Partners, L.P., Highland Select Equity Fund, L.P., and

any other investment vehicle managed by the Debtor.

17. As used herein, “Related Entity” shall mean and refer to (a) James Dondero, (b) any entity

that was an insider of the Debtor on October 16, 2019 under Section 101(31) of the

Bankruptcy Code, (c) any entity that was, at the time, controlled directly or indirectly by

James Dondero, (d) The Dugaboy Investment Trust; (e) the Hunter Mountain Investment

Trust and any of its direct or indirect parents, and (e) the Charitable Donor Advised Fund,

L.P.

18. As used herein, the term “Dugaboy” shall mean and refer to The Dugaboy Investment Trust

and any of its respective agents and representatives or any person acting or purporting to

act on its behalf.

19. As used herein, the term “Dondero Notes” shall mean and refer to the three promissory

notes attached to the Amended Complaint filed against Defendant James Dondero.

20. As used herein, the term “HCMS Notes” shall mean and refer to the promissory notes

attached to the Amended Complaint filed against Defendant HCMS.

21. As used herein, the term “HCRE Notes” shall mean and refer to the promissory notes

attached to the Amended Complaint filed against Defendant HCRE.

22. As used herein, the term “NPA Note” shall mean and refer to the promissory note attached

to the Amended Complaint filed against Defendant NPA.

23. As used herein, the term “Notes” shall mean and refer to, collectively, (i) the Dondero

Notes; (ii) the HCMS Notes; (iii) the HCRE Notes; and/or (iv) the NPA Note.



24. As used herein, the term “Debtor” shall mean and refer to Highland Capital Management,

L.P., and any of its respective agents and representatives or any person acting or purporting

to act on their behalf.

25. As used herein, the terms “you” and “your” shall mean and refer to Highland Capital

Management, L.P., and any of its respective agents and representatives or any person acting

or purporting to act on its behalf.

26. As used herein, “Person” shall mean and refer to any individual, partnership, corporation,

trust, estate, cooperative, association, government, governmental subdivision, or agency,

or entity.

27. The terms “Identify,” “identification,” “name,” or “describe” when used in reference to a

natural person, mean to state his or her full name if known, his or her present or last known

home and business address and telephone numbers, his or her present or last known

position and business affiliation, and his or her positions and affiliations in business.

28. “Identify,” “identification,” “name,” or “describe” when referring to documents, means to

give, to the extent known the following information: (a) type of document; (b) the general

subject matter; (c) the date of the document; (d) the authors, addressees, and recipients; (e)

the location of the document; (f) the identity of the person who has custody of the

document; and (g) whether the document has been destroyed, and if so, the (i) the date of

the destruction; (ii) the reason for its destruction; and (iii) the identity of the person who

destroyed it.

29. Unless otherwise specified, the applicable time period for these Discovery Requests shall

be from January 1, 2013 to the present.

III. INSTRUCTIONS

1. If the same person, document, or other item is required to be identified in your

answer to two or more interrogatories, it is sufficient to identify it in your answer to the first

interrogatory and thereafter to refer to that answer in response to call subsequent interrogatories

calling for identification of the same person, document, or other item.

2. If any communication or document required to be identified in response to these

Interrogatories and/or Requests for Production of Documents is claimed to be privileged, such

communication or document must be identified within a privilege log, which shall be produced

contemporaneously with the non-privileged documents responsive to these Requests, and which

privilege log shall identify each such communication or document, to the extent applicable, by



giving a description of such communication or document, the title, date of its creation, subject

matter, author, addressee, where it was made or created, persons to whom copies were furnished

and to whom the substance of the documents was communicated at any time after its creation, and

the ground(s) for the privilege claim.

3. Whenever in the Interrogatories the information requested is contained in or may

otherwise be derived or ascertained from a document, you may, in lieu of setting forth the requested

information:

A. Identify the document from which the answer may be derived;

B. Specify the portion (or portions) of the document that contains the

information, or the way in which the information may be derived or ascertained from the

document; and

C. Produce the document for inspection and copying (in electronic format, if

available, otherwise as printed on document), or deliver a copy of the document to Plaintiff’s

counsel prior to, or contemporaneous with, service of the answer to the Interrogatories.

4. When producing documents pursuant hereto, copies may be produced in lieu of

originals. You are required to produce the documents as they are kept in the usual course of

business or to organize and label them to correspond with each category in these requests.

5. If any documents requested herein have been lost or destroyed, the documents so

lost or destroyed shall be identified by author, date, and subject matter. In addition, the date of

disposal, the manner of disposal, the reason for disposal, the person authorizing disposal, and the

person disposing of the documents shall be identified.

6. If you believe that any of the following Requests are ambiguous, send a letter to

Defendant’s counsel specifying which Request is unclear to you and the basis of the perceived

ambiguity. We will respond promptly by letter and attempt to rephrase the Request for you.



IV. DUTY TO SUPPLEMENT

Pursuant to Rule 26(e)(1) of the Federal Rules of Civil Procedure, you are requested to

timely supplement your responses to these discovery requests if you learn that a response is in

some material respect incorrect and if the additional or corrective material had not otherwise been

made known during the discovery process or in writing.



V. REQUEST FOR PRODUCTION OF DOCUMENTS

REQUEST FOR PRODUCTION NO. 1:

Produce all documents and communications supporting or related to the allegation in the

Amended Complaints that "Debtor believes that the Alleged Agreement is a fiction created after

the commencement of this Adversary Proceeding for the purpose of avoiding or at least delaying

paying the obligations due under the notes."

RESPONSE:


Produce all documents and communications supporting or related to your Avoidance and

Recovery of Actual Fraudulent Transfer claims (Counts 3 and 4 of the Amended Complaint) made

against James Dondero.

RESPONSE:


Produce all documents and communications supporting or related to your Declaratory

Relief claims (Count 5 of the Amended Complaint) made against Dugaboy and Nancy Dondero.

RESPONSE:


Produce all documents and communications supporting or related to your Breach of

Fiduciary Duty claims (Count 6 of the Amended Complaint) made against Dugaboy and Nancy

Dondero.

RESPONSE:


Produce all documents and communications supporting or related to your Aiding and

Abetting a Breach of Fiduciary Duty claims (Count 7 of the Amended Complaint) against James

Dondero and Nancy Dondero.

RESPONSE:






against NPA.

RESPONSE:




against HCMS.

RESPONSE:




against HCRE.

RESPONSE:




against James Dondero.

RESPONSE:


Produce all documents and communications supporting or related to any damages that you

are seeking pursuant to your Amended Complaints.

RESPONSE:





Amended Complaints that, "At all relevant times, Mr. Dondero controlled the Debtor."

RESPONSE:


Produce all documents and communications related to the Alleged Agreement referenced

in the Amended Complaints.

RESPONSE:



Amended Complaints that "the Debtor's books and records do not reflect the Alleged Agreement."

RESPONSE:



Amended Complaints that "Dugaboy was not authorized to enter into the Alleged Agreement on

behalf of the Partnership or otherwise bind the Partnership (as "Partnership" is defined in the

Limited Partnership Agreement.)"

RESPONSE:



Amended Complaints that "Mr. Dondero did not inform the Debtor's CFO or outside auditor's

about the Alleged Agreement."

RESPONSE:




Produce all communications between the Debtor and Debtor's outside auditor.

RESPONSE:


Produce all communications between the Debtor and Debtor's outside auditor related to

any allegations in the Amended Complaints.

RESPONSE:


Produce all communications between Mr. Dondero and Debtor's CFO (as that term is used

in the Amended Complaints) related to the Notes.

RESPONSE:



Amended Complaints that "Nancy Dondero also lacked the authority to enter into the Alleged

Agreement or to otherwise bind the Debtor."

RESPONSE:


Produce all communications between Nancy Dondero and James Dondero.

RESPONSE:


Produce all communications between Nancy Dondero and James Dondero related to the

allegations in the Amended Complaints.

RESPONSE:




Produce all communications between Nancy Dondero and James Dondero related to James

Dondero's compensation from the Debtor.

RESPONSE:


Produce all documents and communications supporting or related to the allegations in the

Amended Complaints that each of the Defendants entered into the "Alleged Agreement with actual

intent to hinder, delay, or defraud a present or future creditor."

RESPONSE:



Amended Complaints that the "Alleged Agreement was not subject to negotiation."

RESPONSE:



Amended Complaints that "the value of the consideration received by the Debtor for the transfers

was not reasonably equivalent value."

RESPONSE:


Produce all documents and communications evidencing the value of the Notes.

RESPONSE:


Produce all documents and communications evidencing the value of the consideration

received by the Debtor related to the Notes.



RESPONSE:



Amended Complaints that James Dondero and Nancy Dondero "were aware that Dugaboy would

have fiduciary duties to the Debtor if it acted to bind the Debtor."

RESPONSE:


Produce all documents and communications supporting any damages you are seeking

related to the Amended Complaints.

RESPONSE:


Produce all documents and communications relating to the solvency and financial

condition of the Debtor.

RESPONSE:


Produce all monthly balance sheets of the Debtor for the period from January 1, 2013 to

the present.

RESPONSE:


Produce all of the Debtor’s internal monthly reporting packages for the period from January

1, 2013 to the present.

RESPONSE:




Produce all of the Debtor’s financial statements for the period from January 1, 2013 to the

present.

RESPONSE:


Produce all “loan summaries” of the Debtor for the period from January 1, 2013 to the

present.

RESPONSE:


Produce all of the Debtor’s audited financial statements for the period from January 1, 2013

to the present.

RESPONSE:


Produce all valuation reports, including all annual and/or periodic valuation reports, and

all other documents reflecting the enterprise value and/or asset value of the following entities:

Trussway Holdings, LLC, Trussway Industries, LLC, MGM Holdings, and Cornerstone

Healthcare for the period from January 1, 2013 to the present.

RESPONSE:


Produce all valuation reports, including all annual and/or periodic valuation reports, and

all other documents reflecting the enterprise value and/or asset value of all entities and assets

owned, directly or indirectly, by the following entities and in which the Debtor has an interest:

Highland Select Equity Fund, L.P., Highland Restoration Capital Partners, L.P., Highland CLO

Funding, Ltd., Highland Multi Strategy Credit Fund, L.P., Highland Capital Management Korea

Limited, and Cornerstone Healthcare.

RESPONSE:




Produce all documents showing the financial performance of the following entities for the

period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds;

(iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of

the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:


Produce all financial statements for the following entities for the period from January 1,

2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s

subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any

other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:


Produce all monthly balance sheets for the following entities for the period from January

1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s

subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any

other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:


Produce all internal monthly reporting packages for the following entities for the period

from January 1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all

of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the

Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:


Produce all documents reflecting the assets under management for the following entities

for the period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed

Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all

Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:




Produce all documents reflecting the investment results and/or performance for the

following entities for the period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the

Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-

owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed

by the Debtor.

RESPONSE:


Produce all documents reflecting marketing materials for the following entities for the

period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds;

(iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of

the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor.

RESPONSE:


Produce all documents related to any employment and/or shareholder or partnership

agreement between Dondero, on the one hand, and any of the following entities on the other hand,

for the period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed

Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all

Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor;

and (vi) Strand Advisors, Inc.

RESPONSE:


Produce all documents related to any compensation (including, without limitation, base

salary, annual bonus, long-term incentives, equity distributions, equity interests, perks, long-term

awards, loans, forgiveness of debt, or otherwise) received by Dondero from any of the following

entities for the period from January 1, 2010 to the present: (i) the Debtor; (ii) all of the Debtor’s

Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv)

all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor;

and (vi) Strand Advisors, Inc.

RESPONSE:




Produce all documents related to any compensation (including, without limitation, base

salary, annual bonus, long-term incentives, equity distributions, equity interests, perks, long-term

awards, loans, forgiveness of debt, or otherwise) received by any Related Entity for Dondero or

on Dondero’s behalf, from any of the following entities for the period from January 1, 2010 to the

present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries,

both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity

owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc.

RESPONSE:


Produce all documents reflecting and/or relating to any organizational charts for any of the

following entities for the period from January 1, 2013 to the present: (i) the Debtor; (ii) all of the

Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-

owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by

the Debtor; and (vi) Strand Advisors, Inc.

RESPONSE:


Produce all documents reflecting and/or relating to Dondero’s employment, investment,

and/or managerial role(s) in any of the following entities for the period from January 1, 2013 to

the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s

subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other

entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc.

RESPONSE:


Produce the Debtor’s “books and records” referred to in paragraph 66(j) of the Amended

Complaint filed against Defendant James Dondero.

RESPONSE:




Produce all documents and communications evidencing any action taken by any limited

partner of the Debtor to (i) take part in the control (within the meaning of the Delaware Act) of the

Partnership’s business; (ii) transact any business in the Partnership’s name; and/or (iii) sign any

documents or otherwise bind the Partnership in accordance with the LPA.

RESPONSE


Produce all documents and communications evidencing the value of the HCRE Notes.

RESPONSE:


Produce all documents and communications evidencing the value of the HCMS Notes.

RESPONSE:


Produce all documents and communications evidencing the value of the NPA Note.

RESPONSE:


Produce all documents and communications evidencing the value of the Dondero Notes.

RESPONSE:


Produce the loan documentation for all loans made by Debtor to any then-current

executive, consultant, or employee of Debtor or any related Person.

RESPONSE:




Produce all documents reflecting the payment status of all loans identified in response to

the above (No. 56) Request for Production, and if forgiven, all documents reflecting the conditions

for forgiveness.

RESPONSE:


Produce all documents related to any audits of the Debtor from 2013 forward, including,

but not limited to, any management letters, audit notes, and audit files.

RESPONSE:


Produce all documents related to the sale or potential sale of any portfolio companies of

the Debtor or interests in any portfolio companies owned by the Debtor, including, but not limited

to, MGM, Trussway, and Cornerstone.

RESPONSE:



VI. REQUESTS FOR ADMISSION

REQUEST FOR ADMISSION NO. 1:

Admit that Highland Capital Management, L.P. entered into the Fourth Amended and

Restated Agreement of Limited Partnership of Highland Capital Management, L.P. (the "LPA"),

on or about December 24, 2015.

RESPONSE:


Admit that the LPA provided that the Majority Interest of Highland Capital Management,

L.P. could approve compensation for the General Partner and its Affiliates (as those terms are

defined in the LPA).

RESPONSE:


Admit that James Dondero was an Affiliate of the General Partner in 2017 (as those terms

are defined in the LPA).

RESPONSE:




RESPONSE:




RESPONSE:






RESPONSE:


Admit that the Dugaboy Family Trust held a Majority Interest in Highland Capital

Management, L.P. in 2017 (as those terms are defined in the LPA).

RESPONSE:




RESPONSE:




RESPONSE:




RESPONSE:




Admit that Nancy Dondero was the Dugaboy Family Trustee (as defined in the LPA) in

2017.

RESPONSE:



2018.

RESPONSE:



2019.

RESPONSE:



2020.

RESPONSE:


Admit that James Dondero was the primary beneficiary and the lifetime beneficiary of

Dugaboy in 2017.

RESPONSE:



Dugaboy in 2018.

RESPONSE:





Dugaboy in 2019.

RESPONSE:



Dugaboy in 2020.

RESPONSE:


Admit that the Debtor’s assets (including assets held through direct or indirect subsidiaries)

exceeded its liabilities as of December 31, 2017.

RESPONSE:



exceeded its liabilities in January 2018.

RESPONSE:




RESPONSE:






RESPONSE:


Admit that within Highland each of MGM, Cornerstone and Trussway were referred to as

“Portfolio Companies.”

RESPONSE:



VII. INTERROGATORIES

INTERROGATORY NO. 1:

Identify all damages that you are seeking against each of the Defendants, including, how

those damages are calculated.

RESPONSE:


Provide the factual basis for your allegation in the Amended Complaints that Dugaboy

owed a fiduciary duty to the Debtor.

RESPONSE:


Provide the factual basis for your allegation in the Amended Complaints that Nancy

Dondero owed a fiduciary duty to the Debtor.

RESPONSE:


Identify all acts or omissions by each of the Defendants that breached any alleged fiduciary

duties owed to the Debtor.

RESPONSE:


Identify all acts or omissions by each of the Defendants that aided and abetted the breach

of any alleged fiduciary duties owed to the Debtor.

RESPONSE:




Provide the factual basis for your allegation in the Amended Complaints that “At all

relevant times, Mr. Dondero controlled the Debtor.”

RESPONSE:


Provide the factual basis for your allegations in the Amended Complaint that James

Dondero controlled NPA.

RESPONSE:



Dondero controlled HCRE.

RESPONSE:



Dondero controlled HCMS.

RESPONSE:


Provide the factual basis for your allegation in the Amended Complaints that "the Alleged

Agreement is a fiction."

RESPONSE:


Provide the factual basis for your allegation in the Amended Complaints that "Mr. Dondero

entered into the Alleged Agreement with actual intent to hinder, delay, or defraud a present or

future creditor."



RESPONSE:


Identify the "value of the consideration received by the Debtor for the transfers," as that

term is used in the Amended Complaint, and provide the basis for how that value was calculated.

RESPONSE:


Identify any portfolio companies that Debtor owns (wholly or partially).

RESPONSE:


Identify any sale or potential sale of any portfolio companies (or a portion of such portfolio

companies) owned (wholly or partially) by the Debtor, including, but not limited to, Trussway,

MGM and Cornerstone, including the date of the sale, the buyer, and the amount paid.

RESPONSE:


EXHIBIT B


DEFENDANT JAMES DONDERO’S FIRST SET OF DISCOVERY REQUESTS TO HIGHLAND CAPITAL MANAGEMENT, L.P. PAGE 1 OF 13

John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile ATTORNEYS FOR DEFENDANT JAMES DONDERO

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION In re: § Case No. 19-34054 § HIGHLAND CAPITAL MANAGEMENT, L.P. § Chapter 11 § Debtor. § § HIGHLAND CAPITAL MANAGEMENT, L.P., § § Plaintiff. § v. § Adversary No. 21-03003 § JAMES D. DONDERO, § § Defendant. §

DEFENDANT JAMES DONDERO’S FIRST SET OF DISCOVERY REQUESTS

DIRECTED TO HIGHLAND CAPITAL MANAGEMENT, L.P. TO: Highland Capital Management, L.P., by and through its attorneys of record, John Morris,

Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles, CA 90067.

Pursuant to Rules 26, 33, and 34 of the Federal Rules of Civil Procedure, made applicable

to this proceeding through Rules 7026, 7033, 7034, and 9014 of the Federal Rules of Bankruptcy

Procedure, Defendant James Dondero (“Defendant” or “Dondero”) hereby requests that, in

connection with the Complaint for (I) Breach of Contract and (II) Turnover of Property of the



Debtor’s Estate [Adv. Dkt. 1] (the “Complaint”), Plaintiff Highland Capital Management, L.P.

(the “Debtor” or “Plaintiff”) produce for inspection and copying the documents identified below,

and respond to the propounded interrogatories, on or before May 19, 2021 at 5 p.m. Central

Time (the “Requests”).1

Dated: April 19, 2021 Respectfully submitted,

/s/ Bryan C. Assink John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 Bonds Ellis Eppich Schafer Jones LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile: Email: [email protected] Email: [email protected] Email: [email protected] ATTORNEYS FOR DEFENDANT JAMES DONDERO


I, the undersigned, hereby certify that, on April 19, 2021, a true and correct copy of the foregoing document was served via email on counsel for the Debtor.

/s/ Bryan C. Assink Bryan C. Assink

1 Defendant makes these requests subject in all respects to his Motion for Withdrawal of the Reference [Adv. Dkt. No. 21] and the Motion to Stay Pending the Motion to Withdraw the Reference of Plaintiff’s Complaint [Adv. Dkt. No. 22] filed on April 15, 2021. For the reasons stated in the motions, Defendant believes that the reference should be withdrawn and this proceeding stayed while the motion to withdraw the reference is considered. Nevertheless, and subject to the motions, Defendant serves these requests in order to comply with the scheduling order currently in place. In addition, Defendant does not waive, but instead hereby preserves, his right to a jury trial and all rights and requests for relief asserted in the motions. Defendant does not consent to the Bankruptcy Court determining this proceeding or entering final orders or judgments in this proceeding. Defendant requests that the reference be withdrawn and that the District Court adjudicate this proceeding.



I. DEFINITIONS


herein, the terms shall be given their most expansive and inclusive interpretations unless otherwise specifically limited by the language of an individual request. This includes, without limitation, the following:


plural form of the word to include the singular; the words “and” and “or” shall be both conjunctive and disjunctive as necessary to make the request inclusive rather than exclusive; the word “all” means “any and all;” the word “including” means “including without limitation;”


(c) construing any masculine or feminine pronoun to include “it” where appropriate.


ideas, inquiries, or otherwise) by any means, including but not limited to any meeting, conversation, discussion, conference, correspondence, message, or other written or oral transmission, exchange, or transfer of information in any form between two or more persons, including in person or by telephone, facsimile, telegraph, telex, electronic mail or other medium. The term also includes any Document transmitted or exchanged during such transmittal of information.


(a) all handwritten, typed, or printed matter of any kind, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copies or otherwise, including, without limitation, agreements, correspondence, forecasts, memoranda, e-mails, notes, jottings, speeches, press releases, diaries, examinations, statistics, letters, telegrams, minutes, time records, payroll records, expense records, contracts, reports, studies, training manuals, canceled checks, statements, receipts, delivery tickets, returns, summaries, work orders, pamphlets, books, prospectuses, statement of operations, inter-office and intra-office communications, internal and external audit reports, internal and external accounting reports, offers, notations of any sort of conversations, telephone calls, meetings, or other communications, bulletins, printed matter, computer print-outs, teletypes, invoices, worksheets, and all drafts, alterations, modifications, changes and amendments of any of the foregoing;

(b) graphic or aural records of representations of any kind, including, without limitation, photographs, charts, graphs, microfiche, microfilm, videotape, recordings, motion pictures; and



(c) electronic, mechanical or electronic records or representations of any kind, including, without limitation, emails, tapes, cassettes, digital images, digital videos, videotapes, audiotapes, laser disks, disks (including CD-ROM disks), plans or other representations of anything concerning, describing, referring or relating, directly or indirectly, in whole or in part, to the subject matter of the discovery request at issue.


include all ESI.

5. The words or phrases “relate to,” “relating to,” “concern,” “concerning,” “reflect,” “comprise,” “evidence,” “memorialize,” “constitute,” “describe,” “reflecting,” “regarding,” “refer to,” or “referring to” mean, without limitation, the following: effect, concern, refer to, reflect, evidence, display, contain, show, prove, encompass, support, demonstrate, involve, and/or include, in any way legally, logically, or factually connected to the matter referred to, or have a tendency to prove or disprove the matter referred to.

6. The term “ESI” shall have the meaning ascribed to it in the Federal Rules of Civil Procedure 16, 26, and 34(a).

7. As used herein, the term “Adversary Proceeding” shall mean and refer to the above-

captioned adversary proceeding in the Bankruptcy Case.

8. As used herein, the term “Bankruptcy Case” shall mean and refer to the above-captioned chapter 11 case of Highland Capital Management, L.P.

9. As used herein, the term “February 2 Transfer” shall have the meaning ascribed to it in Debtor’s Objection to Defendant James Dondero’s Emergency Motion to Continue Docket Call and Trial and/or Amend Scheduling Order [Adv. Dkt. 10], filed in this Adversary Proceeding on March 30, 2021.

10. As used herein, the term “August 1 Transfer” shall have the meaning ascribed to it in Debtor’s Objection to Defendant James Dondero’s Emergency Motion to Continue Docket Call and Trial and/or Amend Scheduling Order [Adv. Dkt. 10], filed in this Adversary Proceeding on March 30, 2021.

11. As used herein, the term “August 13 Transfer” shall have the meaning ascribed to it in

Debtor’s Objection to Defendant James Dondero’s Emergency Motion to Continue Docket Call and Trial and/or Amend Scheduling Order [Adv. Dkt. 10], filed in this Adversary Proceeding on March 30, 2021.

12. As used herein, the term “Transfers” shall have the meaning ascribed to it in paragraph 15 of the Debtor’s Objection to Defendant James Dondero’s Emergency Motion to Continue Docket Call and Trial and/or Amend Scheduling Order [Adv. Dkt. 10], filed in this Adversary Proceeding on March 30, 2021.

13. As used herein, the term “Debtor Objection” shall mean and refer to the Debtor’s Objection to Defendant James Dondero’s Emergency Motion to Continue Docket Call



and Trial and/or Amend Scheduling Order [Adv. Dkt. 10], filed in this Adversary Proceeding on March 30, 2021.

14. As used herein, the term “Notes” shall mean and refer to the three promissory notes

attached to the Complaint.

15. As used herein, the term “Note 1” shall have the meaning ascribed to it in the Debtor’s Complaint and shall refer to Note 1 attached to the Complaint as Exhibit 1.

16. As used herein, the term “Note 2” shall have the meaning ascribed to it in the Debtor’s Complaint and shall refer to Note 2 attached to the Complaint as Exhibit 2.

17. As used herein, the term “Note 3” shall have the meaning ascribed to it in the Debtor’s

Complaint and shall refer to Note 3 attached to the Complaint as Exhibit 3.

18. As used herein, the term “Debtor” or “Plaintiff” shall mean and refer to the Debtor in the above-captioned Bankruptcy Case and Plaintiff in the Adversary Proceeding, Highland Capital Management, L.P., and any of its respective agents and representatives or any person acting or purporting to act on its behalf.

19. As used herein, the terms “you” and “your” shall mean and refer to the Debtor in the above-captioned Bankruptcy Case, Highland Capital Management, L.P., and any of its respective agents and representatives or any person acting or purporting to act on its behalf.

20. As used herein, “Person” shall mean and refer to any individual, partnership, corporation, trust, estate, cooperative, association, government, governmental subdivision, or agency, or entity.

21. The terms “Identify,” “identification,” “name,” or “describe” when used in reference to a natural person, mean to state his or her full name if known, his or her present or last known home and business address and telephone numbers, his or her present or last known position and business affiliation, and his or her positions and affiliations in business.

22. “Identify,” “identification,” “name,” or “describe” when referring to documents, means to give, to the extent known the following information: (a) type of document; (b) the general subject matter; (c) the date of the document; (d) the authors, addressees, and recipients; (e) the location of the document; (f) the identity of the person who has custody of the document; and (g) whether the document has been destroyed, and if so, the (i) the date of the destruction; (ii) the reason for its destruction; and (iii) the identity of the person who destroyed it.

23. Unless otherwise specified, the applicable time period for these Discovery Requests shall

be from January 1, 2017 to the present.



II. INSTRUCTIONS

1. If the same person, document, or other item is required to be identified in your

answer to two or more interrogatories, it is sufficient to identify it in your answer to the first

interrogatory and thereafter to refer to that answer in response to call subsequent interrogatories

calling for identification of the same person, document, or other item.

2. If any communication or document required to be identified in response to these

Interrogatories and/or Requests for Production of Documents is claimed to be privileged, such






and to whom the substance of the documents was communicated at any time after its creation,

and the ground(s) for the privilege claim.

3. Whenever in the Interrogatories the information requested is contained in or may

otherwise be derived or ascertained from a document, you may, in lieu of setting forth the

requested information:

A. Identify the document from which the answer may be derived;

B. Specify the portion (or portions) of the document that contains the

information, or the way in which the information may be derived or ascertained from the

document; and

C. Produce the document for inspection and copying (in electronic format, if

available, otherwise as printed on document), or deliver a copy of the document to



Defendant’s counsel prior to, or contemporaneous with, service of the answer to the

Interrogatories.

4. Produce documents in the format described in Appendix A.








7. If you believe that any of the following Requests or Interrogatories are

ambiguous, send a letter to Defendant’s counsel specifying which Interrogatory is unclear to you

and the basis of the perceived ambiguity. We will respond promptly by letter and attempt to

rephrase the Interrogatory or Request for you.

III. DUTY TO SUPPLEMENT



some material respect incorrect and if the additional or corrective material had not otherwise

been made known during the discovery process or in writing.



IV. REQUEST FOR PRODUCTION OF DOCUMENTS

REQUEST FOR PRODUCTION NO. 1: Produce all documents and communications concerning the Notes. RESPONSE: REQUEST FOR PRODUCTION NO. 2: Produce all documents and communications exchanged between any Person, including the Plaintiff and/or the Defendant, and any other Person concerning any of the Notes, including but not limited to Melissa Schroth, David Klos, Frank Waterhouse, Brian Collins, Mark Okada, Drew Wilson and/or John Honis. RESPONSE: REQUEST FOR PRODUCTION NO. 3: Produce all documents and communications exchange between any employee of the Debtor and any other Person concerning the February 2 Transfer, the August 1 Transfer, and/or the August 13 Transfer. RESPONSE: REQUEST FOR PRODUCTION NO. 4: Produce all documents and communications exchanged between any employee of the Debtor and any other Person concerning any of the Notes or the Transfers. RESPONSE: REQUEST FOR PRODUCTION NO. 5: Produce documents evidencing any amounts paid on account of any of the Notes. RESPONSE: REQUEST FOR PRODUCTION NO. 6: Produce all documents evidencing all attorney’s fees and expenses the Debtor incurred in connection with the collection of any of the Notes. RESPONSE: REQUEST FOR PRODUCTION NO. 7: Produce all of the Debtor’s financial statements, including those referenced in Paragraph 30 of the Debtor Objection, for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 8: Produce all monthly balance sheets of the Debtor for the period from January 1, 2018 to the present. RESPONSE:



REQUEST FOR PRODUCTION NO. 9: Produce all of the Debtor’s internal monthly reporting packages for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 10: Produce all “loan summaries” of the Debtor (as defined in paragraph 36 of the Debtor Objection) for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 11: Produce a copy of all written demands made by the Debtor on Defendant concerning any of the Notes. RESPONSE: REQUEST FOR PRODUCTION NO. 12: Produce all documents and communications exchanged between Defendant and any other Person concerning any tax obligations of a former partner or current partner of the Debtor for the period from January 1, 2015 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 13: Produce all documents and communications exchanged between Defendant and any employee of the Debtor concerning any future collection of the Notes by the Debtor for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 14: Produce all drafts, prior versions, amendments, supplements, and/or revisions of the Notes, and any document related to the drafting of any of the Notes. RESPONSE: REQUEST FOR PRODUCTION NO. 15: Produce all communications between Defendant and any other Person regarding any tax liability or potential tax liability of Defendant for the period from January 1, 2015 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 16: Produce all Form W-2’s of the Defendant in connection with his employment with the Debtor for the period from January 1, 2008 to the present. RESPONSE:



REQUEST FOR PRODUCTION NO. 17: Produce all documents and communications exchanged between any employee of the Debtor and any other Person concerning any future collection on the Notes by the Debtor for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 18: Produce all documents and communications exchanged between employees of the Debtor concerning any future collection of the Notes by the Debtor for the period from January 1, 2018 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 19: Produce all governing documents related to or governing Debtor, including any agreements of limited partnership (including amendments and restatements), by-laws, buy-sell agreements, side letters, and other controlling or governing documents. RESPONSE: REQUEST FOR PRODUCTION NO. 20: Produce all contribution agreements between Debtor and Hunter Mountain Investment Trust (including amendments and restatement). RESPONSE: REQUEST FOR PRODUCTION NO 21: Produce the loan documentation for all loans made by Debtor to any then-current executive, consultant, or employee of Debtor or any related Person. RESPONSE: REQUEST FOR PRODUCTION NO 22: Produce all documents reflecting the payment status of all loans identified in response to the above (No. 21) Request for Production, and if forgiven, all documents reflecting the conditions for forgiveness. RESPONSE: REQUEST FOR PRODUCTION NO 23: Produce all documents concerning or relating to the Debtor’s monthly operating reports filed in the Bankruptcy Case. RESPONSE: REQUEST FOR PRODUCTION NO 24: Produce all documents utilized or referenced by the Debtor and/or its employees in preparing the Debtor’s monthly operating reports filed in the Bankruptcy Case.



V. FIRST SET OF INTERROGATORIES

INTERROGATORY NO. 1: Identify every Person that has knowledge related to the negotiation or execution of the Notes. RESPONSE: INTERROGATORY NO. 2: Identify every Person that has knowledge related to the negotiation of all agreements relating to the Notes. RESPONSE: INTERROGATORY NO. 3: Identify each witness that the Debtor intends to call at trial in this Adversary Proceeding. RESPONSE: INTERROGATORY NO. 4: Identify any modifications, alterations or amendments (either written or oral) that were made with respect to any of the Notes. RESPONSE: INTERROGATORY NO. 5: Identify all damages that Debtor is seeking against Defendant, including how those damages were calculated. RESPONSE: INTERROGATORY NO. 6: Identify any demands made to Defendant related to the Notes, including the date of such demands and whether they were oral or in writing. RESPONSE: INTERROGATORY NO. 7: Identify any loans made by the Debtor to any then-current executive, consultant or employee of the Debtor, including the date of the loan, the amount of the loan, the current balance of the loan, and whether any portion of the loan has been forgiven by the Debtor for the period from January 1, 2008 to the present. RESPONSE:



Appendix A

I. Document Production Format A. Electronically Stored Information (ESI) Electronically stored information will, except as provided in paragraph (a) and (b) below, be produced as single-page black and white TIFF images (300 d.p.i., CCITT Group IV (2D) Compression) together with a standard Concordance (.dat) and Opticon (.opt) load file, document level searchable text and the following fields of metadata, as applicable, or their functional equivalent:

● BegProd ● EndProd ● BegProdAttach ● EndProdAttach ● Image Count ● Email Subject ● File Name ● File Extension ● From ● To ● CC ● BCC ● Date Created ● Time Created ● Date Sent ● Time Sent ● Date Received ● Time Received ● Date Modified ● Time Modified ● MD5 Hash ● Author ● Redaction present ● Confidentiality designation • Custodian

(a) Spreadsheets and Audio/Video file. Spreadsheets and Audio/Video files will be produced in their native format, together with a placeholder image in TIFF format. The TIFF image placeholder will display the Bates number to be used for the native document and will also display confidentiality designation, if any, for the native document.

(b) Color. Documents containing color will be produced in 300 d.p.i. JPEG format.

(c) Databases. If the discovery calls for production of data stored in a database

(structured data), the parties will confer and make a good faith effort to agree on a report from the database reflecting the discoverable information.



(b) Embedded Documents. All non-graphic embedded objects (e.g., Word documents, Excel spreadsheets, .wav files, etc.) that are found within a file shall be extracted and produced. The embedded files will be treated as attachments to the original file, with the parent/child relationship preserved.

(c) Numbering and Other Branding. The TIFF images will have sequential and unique Bates numbers and, where applicable, branding for confidentiality on each of the TIFF images.

B. Paper Information that is maintained in paper format shall scanned and produced as single page black and white TIFF images (300 d.p.i., CCITT Group IV (2D) Compression) with a standard Concordance load file, and associated searchable text (OCR). The paper documents will be unitized in the load file in a manner that maintains the documents and any attachments as they are maintained in the usual course of business. TIFF images will include unique sequential Bates numbers and any confidentiality or other branding.

Paper documents that contain Post It Notes or their equivalent will be scanned with the notes affixed if this can be done without obstructing other content on the document. If the content of the document is obscured by the affixed note, the document and note will be scanned separately, and the note treated as an attachment.

II. Production Media. Document productions will be made via secure FTP, or on encrypted physical media appropriate to the size of the production. When produced on encrypted physical media, the face of the production media will state: (i) the case name and number; (ii) the producing party’s name; (iii) the production date; (iv) confidentiality notation where appropriate; and (v) the Bates number range for documents contained on the production media. The producing party will separately provide explanation of how to decrypt the files.


DEFENDANT JAMES DONDERO’S SECOND REQUEST FOR PRODUCTION OF DOCUMENTS TO HIGHLAND CAPITAL MANAGEMENT, L.P. PAGE 1 OF 10

John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile COUNSEL FOR DEFENDANT JAMES DONDERO

Deborah Deitsch-Perez State Bar I.D. No. 24036072 STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219 Telephone: (214) 560-2201 Facsimile: (214) 999-4667 COUNSEL FOR DEFENDANT JAMES DONDERO

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS


DEFENDANT JAMES DONDERO’S SECOND REQUEST FOR PRODUCTION



Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure, made applicable to

this proceeding through Rules 7026, 7034, and 9014 of the Federal Rules of Bankruptcy






(the “Debtor” or “Plaintiff”) produce for inspection and copying the documents identified below

on or before May 21, 2021 at 5 p.m. Central Time (the “Requests”).1


/s/ Bryan C. Assink John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile: Email: [email protected] Email: [email protected] Email: [email protected] and STINSON LLP Deborah Deitsch-Perez State Bar No. 24036072 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219-4259 Telephone: (214) 560-2201 Telecopier: (214) 560-2203 Email: [email protected] COUNSEL FOR DEFENDANT JAMES DONDERO





I, the undersigned, hereby certify that, on April 21, 2021, a true and correct copy of the

foregoing document was served via email on counsel for the Debtor.




I. DEFINITIONS
















include all ESI.






9. As used herein, the term “Notes” shall mean and refer to the three promissory notes attached to the Complaint.




13. Unless otherwise specified, the applicable time period for these Discovery Requests shall be from January 1, 2017 to the present.



II. INSTRUCTIONS

1. If any communication or document required to be produced or identified in

response to these Requests for Production of Documents is claimed to be privileged, such
























IV. SECOND REQUEST FOR PRODUCTION OF DOCUMENTS

REQUEST FOR PRODUCTION NO. 25: Produce all of the Debtor’s audited financial statements for the period from January 1, 2017 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 26: Produce all valuation reports, including all annual and/or periodic valuation reports, and all other documents reflecting the enterprise value and/or asset value of the following entities: Trussway Holdings, LLC, Trussway Industries, LLC, MGM Holdings, and Cornerstone Healthcare for the period from January 1, 2017 to the present. RESPONSE: REQUEST FOR PRODUCTION NO. 27: Produce all valuation reports, including all annual and/or periodic valuation reports, and all other documents reflecting the enterprise value and/or asset value of all entities and assets owned, directly or indirectly, by the following entities and in which the Debtor has an interest: Highland Select Equity Fund, L.P., Highland Restoration Capital Partners, L.P., Highland CLO Funding, Ltd., Highland Multi Strategy Credit Fund, L.P., Highland Capital Management Korea Limited, and Cornerstone Healthcare. RESPONSE:



Appendix A








DEFENDANT JAMES DONDERO’S THIRD REQUEST FOR PRODUCTION OF DOCUMENTS TO HIGHLAND CAPITAL MANAGEMENT, L.P. PAGE 1 OF 12

John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile COUNSEL FOR DEFENDANT JAMES DONDERO

Deborah Deitsch-Perez State Bar I.D. No. 24036072 STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219 Telephone: (214) 560-2201 Facsimile: (214) 999-4667 COUNSEL FOR DEFENDANT JAMES DONDERO

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS


DEFENDANT JAMES DONDERO’S THIRD REQUEST FOR PRODUCTION



Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure, made applicable to

this proceeding through Rules 7026, 7034, and 9014 of the Federal Rules of Bankruptcy






(the “Debtor” or “Plaintiff”) produce for inspection and copying the documents identified below

on or before May 26, 2021 at 5 p.m. Central Time (the “Requests”).1


/s/ Bryan C. Assink John Y. Bonds, III State Bar I.D. No. 02589100 Clay M. Taylor State Bar I.D. No. 24033261 Bryan C. Assink State Bar I.D. No. 24089009 BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile: Email: [email protected] Email: [email protected] Email: [email protected] and STINSON LLP Deborah Deitsch-Perez State Bar I.D. No. 24036072 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219-4259 Telephone: (214) 560-2201 Telecopier: (214) 560-2203 Email: [email protected] COUNSEL FOR DEFENDANT JAMES DONDERO





I, the undersigned, hereby certify that, on April 26, 2021, a true and correct copy of the

foregoing document was served via email on counsel for the Debtor.




I. DEFINITIONS
















include all ESI.





8. As used herein, the term “Affiliate” shall mean as defined in section 101(2) of the Bankruptcy Code and also includes any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such affiliate.

9. As used herein, the term “Managed Funds” means Highland Multi-Strategy Credit Fund, L.P., Highland Restoration Capital Partners, L.P., Highland Select Equity Fund, L.P., and any other investment vehicle managed by the Debtor.


11. As used herein, the term “Notes” shall mean and refer to the three promissory notes attached to the Complaint.






15. As used herein, “Related Entity” shall mean and refer to (a) James Dondero, (b) any entity that was an insider of the Debtor on October 16, 2019 under Section 101(31) of the Bankruptcy Code, (c) any entity that was, at the time, controlled directly or indirectly by James Dondero, (d) The Dugaboy Investment Trust; (e) the Hunter Mountain Investment Trust and any of its direct or indirect parents, and (e) the Charitable Donor Advised Fund, L.P.

16. Unless otherwise specified, the applicable time period for these Discovery Requests shall be from January 1, 2017 to the present.

II. INSTRUCTIONS

1. If any communication or document required to be produced or identified in

response to these Requests for Production of Documents is claimed to be privileged, such
















IV. THIRD REQUEST FOR PRODUCTION OF DOCUMENTS

REQUEST FOR PRODUCTION NO. 28: Produce all documents showing the financial performance of the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 29: Produce all financial statements for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 30: Produce all monthly balance sheets for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 31: Produce all internal monthly reporting packages for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 32: Produce all documents reflecting the assets under management for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 33: Produce all documents reflecting the investment results and/or performance for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor.



RESPONSE: REQUEST FOR PRODUCTION NO. 34: Produce all documents reflecting marketing materials for the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; and (v) any other entity owned, controlled, and/or managed by the Debtor. RESPONSE: REQUEST FOR PRODUCTION NO. 35: Produce all documents related to any employment and/or shareholder or partnership agreement between Dondero, on the one hand, and any of the following entities on the other hand, for the period from January 1, 2015 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 36: Produce all documents related to any compensation (including, without limitation, base salary, annual bonus, long-term incentives, equity distributions, equity interests, perks, long-term awards, loans, forgiveness of debt, or otherwise) received by Dondero from any of the following entities for the period from January 1, 2010 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 37: Produce all documents related to any compensation (including, without limitation, base salary, annual bonus, long-term incentives, equity distributions, equity interests, perks, long-term awards, loans, forgiveness of debt, or otherwise) received by any Related Entity for Dondero or on Dondero’s behalf, from any of the following entities for the period from January 1, 2010 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc. RESPONSE: REQUEST FOR PRODUCTION NO. 38: Produce all documents reflecting and/or relating to any organizational charts for any of the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc. RESPONSE:



REQUEST FOR PRODUCTION NO. 39: Produce all documents reflecting and/or relating to Dondero’s employment, investment, and/or managerial role(s) in any of the following entities for the period from January 1, 2018 to the present: (i) the Debtor; (ii) all of the Debtor’s Managed Funds; (iii) all of the Debtor’s subsidiaries, both direct and indirect majority-owned; (iv) all Affiliates of the Debtor; (v) any other entity owned, controlled, and/or managed by the Debtor; and (vi) Strand Advisors, Inc. RESPONSE:



Appendix A








EXHIBIT C


1

From: John A. Morris Sent: Wednesday, July 21, 2021 7:26 AM To: 'Aigen, Michael P.' <[email protected]> Cc: Jeff Pomerantz <[email protected]>; Gregory V. Demo <[email protected]>; Hayley R. Winograd <[email protected]>; Deitsch‐Perez, Deborah R. <[email protected]>; Rukavina, Davor ([email protected]) <[email protected]>; Lauren Drawhorn ([email protected]) <[email protected]>; Vasek, Julian ([email protected]) <[email protected]>; Jason Rudd <[email protected]>; Clay Taylor ([email protected]) <[email protected]>; Bryan Assink ([email protected]) <[email protected]> Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation

Thank you, Michael.

As discussed, the Stipulation should cross‐reference the other adversary proceedings and note that they are being consolidated for pre‐trial purposes so that its clear each deposition, for example, can be used in each AP.

Subject to our review of your draft Stipulation, the approach set forth below is fine.

Thanks.

John

John A. Morris Pachulski Stang Ziehl & Jones LLP Direct Dial: 212.561.7760 Tel: 212.561.7700 | Fax: 212.561.7777 [email protected] vCard | Bio | LinkedIn

Los Angeles | San Francisco | Wilmington, DE | New York | Houston

From: Aigen, Michael P. [mailto:[email protected]] Sent: Tuesday, July 20, 2021 10:17 AM To: John A. Morris Cc: Jeff Pomerantz; Gregory V. Demo; Hayley R. Winograd; Deitsch-Perez, Deborah R.; Rukavina, Davor ([email protected]); Lauren Drawhorn ([email protected]); Vasek, Julian ([email protected]); Jason Rudd; Clay Taylor ([email protected]); Bryan Assink ([email protected]) Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation

John,


2

I discussed with our side. Does the following work? 1. 10/8 for end of fact discovery; 10/15 for expert designations; 10/15‐10/26 for expert depositions? 2. We are okay with an unopposed motion to amend with respect to your amended complaints. And we will have until 8/2 to answer or otherwise respond to the amended complaints. (I know we originally discussed 7/30, but we have some scheduling conflicts, so we would like to move that deadline from Friday to the next Monday, if possible.) 4. As discussed, we agree that we can have separate stipulations in each adversary proceeding to document what we agreed to. I will draft one for the Dondero adversary proceeding and once we all sign off on it, we can create stipulations for the other proceedings. If all this is agreeable, let me know and I will start drafting the stipulation. Michael

Michael P. Aigen Partner STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, TX 75219 Direct: 214.560.2201 \ Bio STINSON.COM From: John A. Morris <[email protected]> Sent: Friday, July 16, 2021 4:05 PM To: Aigen, Michael P. <[email protected]> Cc: Jeff Pomerantz <[email protected]>; Gregory V. Demo <[email protected]>; Hayley R. Winograd <[email protected]>; Deitsch‐Perez, Deborah R. <[email protected]>; Rukavina, Davor ([email protected]) <[email protected]>; Lauren Drawhorn ([email protected]) <[email protected]>; Vasek, Julian ([email protected]) <[email protected]>; Jason Rudd <[email protected]>; Clay Taylor ([email protected]) <[email protected]>; Bryan Assink ([email protected]) <[email protected]> Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation Michael:

1. What’s a preliminary motion? I don’t understand the first point. 2. Let’s discuss what additional expert you’re thinking of on Monday because I don’t see it.

Can we speak at 4 or 5 pm eastern on Monday? Can we agree that everything else is a go, and that these are the only two issues to address? If so, we will also put together amended scheduling orders for your review. Thank you for your cooperation. Regards, John


3



From: Aigen, Michael P. [mailto:[email protected]] Sent: Thursday, July 15, 2021 4:45 PM To: John A. Morris Cc: Jeff Pomerantz; Gregory V. Demo; Hayley R. Winograd; Deitsch-Perez, Deborah R.; Rukavina, Davor ([email protected]); Lauren Drawhorn ([email protected]); Vasek, Julian ([email protected]); Jason Rudd; Clay Taylor ([email protected]); Bryan Assink ([email protected]) Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation John, Thank you for your proposal. I think we are generally in agreement, however, a couple of things: 1. The July 30 answer date should also be a deadline for us to otherwise respond to the extent that we choose to file any preliminary motions. To the extent there is a stay in any case (with regards to things other than discovery), the Debtor's time to respond would run from the end of the stay. 2. We do believe that we will need to designate at least one additional expert based on the new allegations and assertions made in hearings. Therefore, we would like a short period to designate experts after fact discovery is completed on October 8. We can shorten that time period a bit if you think it is necessary. Thanks, Michael

Michael P. Aigen Partner STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, TX 75219 Direct: 214.560.2201 \ Bio STINSON.COM From: John A. Morris <[email protected]> Sent: Tuesday, July 13, 2021 12:33 PM To: Aigen, Michael P. <[email protected]> Cc: Jeff Pomerantz <[email protected]>; Gregory V. Demo <[email protected]>; Hayley R. Winograd <[email protected]>; Deitsch‐Perez, Deborah R. <[email protected]>; Rukavina, Davor ([email protected]) <[email protected]>; Lauren Drawhorn ([email protected]) <[email protected]>; Vasek, Julian ([email protected]) <[email protected]>; Jason Rudd <[email protected]>; Clay Taylor ([email protected]) <[email protected]>; Bryan Assink


4

([email protected]) <[email protected]> Subject: FW: Highland: Scheduling and Related Issues for the Notes Litigation Michael: I will send all of the Amended Complaints later today, but they all track the substance of what I sent last week (except for HCMFA since that defendant is not asserting the “conditions subsequent” defense). I appreciate your taking the time to provide the fulsome response below, but the Debtor believes the time periods are needlessly prolonged. Given the commonality of the issues, and the fact that a lot of the written discovery is complete, we’re prepared to compromise as follows: July 30 Deadline for defendants to serve Amended Answers with respect to the new allegations and claims August 9 Deadline to serve written discovery demands (Dondero limited to new allegations and claims) Sept. 3 Deadline to serve written responses to discovery demands and for all parties to be “substantially complete”

with document production 9/20‐10/8 Depositions Oct. 8 End of discovery (fact and expert) We see no reason to have a separate period for expert discovery. We have the two reports, neither of which were based in

any way on the underlying facts concerning the “conditions subsequent.” If the Defendants continue to believe we need a separate period for some reason, please let me know and we can discuss.

Otherwise, please let us know if this compromise is acceptable. Regards, John



From: Aigen, Michael P. [mailto:[email protected]] Sent: Friday, July 09, 2021 3:31 PM To: John A. Morris Cc: Jeff Pomerantz; Gregory V. Demo; Hayley R. Winograd; Deitsch-Perez, Deborah R.; Rukavina, Davor


5

([email protected]); Vasek, Julian ([email protected]); Lauren Drawhorn ([email protected]); Jason Rudd; Clay Taylor ([email protected]); Bryan Assink ([email protected]) Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation John, Thank you for your proposal. We collectively respond, as follows: 1. We will accept service of the amended complaint in adversary proceeding no. 21‐3003, including the new claims against new parties (Nancy Dondero and the Dugaboy Investment Trust); if there are other cases in which you are adding parties, please send those so we can look at them before seeking permission to accept service; 2. We propose July 30 instead of July 23 as the deadline for defendants to answer or otherwise move against the amended complaints, but that assumes you provide by Monday any other amended complaints you intend to serve; 3. As a result, we propose August 13 as the deadline for written discovery instead of July 30. We are not sure what "Dondero limited to new allegations and claims" means. But we agree that all new written discovery propounded by any party should be limited to new allegations, claims and defenses; 4. We proposes that the deadline for responding to discovery and document production should be substantially complete by September 6, instead of August 23; 5. Depositions: We think we need to broaden this window. We have several lawyers that are on vacation throughout August and the beginning of September. Therefore, we would suggest a deposition window of 8/30 to 10/22, which means we would have a 10/22 deadline for all discovery; and 6. Experts: We think a new expert designation deadline is needed. With the above deadlines, we suggest a deadline of 11/5, which is a couple of weeks after fact discovery is completed, and then expert depositions can occur within 3 weeks after experts are disclosed. I would note that we are still waiting to hear from a couple of the lawyers on our side that the exact dates above work for them. I suspect that everyone on our side will be fine with these, but I know you wanted a response by today so we are providing this with the caveat that it is possible that one of the lawyers on our side may need to make some adjustments to the above. Thanks, Mike

Michael P. Aigen Partner STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, TX 75219 Direct: 214.560.2201 \ Bio STINSON.COM From: John A. Morris <[email protected]> Sent: Tuesday, July 6, 2021 11:36 AM To: Aigen, Michael P. <[email protected]> Cc: Jeff Pomerantz <[email protected]>; Gregory V. Demo <[email protected]>; Hayley R. Winograd <[email protected]>; Deitsch‐Perez, Deborah R. <[email protected]>; Rukavina, Davor ([email protected]) <[email protected]>; Vasek, Julian ([email protected]) <[email protected]>; Lauren


6

Drawhorn ([email protected]) <[email protected]>; Jason Rudd <[email protected]>; Clay Taylor ([email protected]) <[email protected]>; Bryan Assink ([email protected]) <[email protected]> Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation Michael: As you requested, attached is the Debtor’s proposed Amended Complaint against Mr. Dondero in the notes litigation. For your convenience, we have run a black‐line against the “as filed” original complaint. We intend to copy and paste the new allegations and claims in Amended Complaints against NPA, HCRE, and HCM Services. Please let us know by the end of the week if those defendants will consent to the service and filing of the Amended Complaints. Davor, my understanding is that HCMFA is not asserting the “conditions subsequent” defense, but please confirm. If that is the case, I will contact you directly about amending the Complaint against HCMFA separately. To take into account the passage of time, and upon further consideration, and assuming that the defendants will consent to the service of the Amended Complaints by Friday, we propose the following schedule which will apply to all five adversary proceedings: July 23 Deadline for defendants to serve Amended Answers with respect to the new allegations and claims July 30 Deadline to serve written discovery demands (Dondero limited to new allegations and claims) August 23 Deadline to serve written responses to discovery demands and for all parties to be “substantially complete”

with document production 8/30‐9/23 Depositions Sept. 23 End of discovery (fact and expert) I have availability later today and tomorrow to discuss these matters if that would be more efficient. Regards, John




7

From: Aigen, Michael P. [mailto:[email protected]] Sent: Wednesday, June 23, 2021 9:53 AM To: John A. Morris Cc: Jeff Pomerantz; Gregory V. Demo; Hayley R. Winograd; Deitsch-Perez, Deborah R.; Rukavina, Davor ([email protected]); Vasek, Julian ([email protected]); Lauren Drawhorn ([email protected]); Jason Rudd; Clay Taylor ([email protected]); Bryan Assink ([email protected]) Subject: RE: Highland: Scheduling and Related Issues for the Notes Litigation John, Thank you for your proposal. We would need to see the amended complaints to know for sure what we will be litigating and what we could agree to do. You mentioned previously that you would send us the amended complaints prior to filing. When would you be able to send us them so we can review and let you know if we can agree to the below? Thanks, Michael

Michael P. Aigen Partner STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, TX 75219 Direct: 214.560.2201 \ Bio STINSON.COM This communication (including any attachments) is from a law firm and may contain confidential and/or privileged information. If it has been sent to you in error, please contact the sender for instructions concerning return or destruction, and do not use or disclose the contents to others.

From: John A. Morris <[email protected]> Sent: Wednesday, June 23, 2021 3:51 AM To: Aigen, Michael P. <[email protected]> Cc: Jeff Pomerantz <[email protected]>; Gregory V. Demo <[email protected]>; Hayley R. Winograd <[email protected]>; Deitsch‐Perez, Deborah R. <[email protected]>; Rukavina, Davor ([email protected]) <[email protected]>; Vasek, Julian ([email protected]) <[email protected]>; Lauren Drawhorn ([email protected]) <[email protected]>; Jason Rudd <[email protected]>; Clay Taylor ([email protected]) <[email protected]>; Bryan Assink ([email protected]) <[email protected]> Subject: Highland: Scheduling and Related Issues for the Notes Litigation

External Email – Use Caution

Michael: With respect to the notes litigations, the Debtor offers the following thoughts and proposal. Please confirm the following are all of the witnesses in these matters, and that each will testify one time for the APs noted:

o James Dondero (for all cases, except his own, where he has already testified) o Nancy Dondero (all cases, except HCMFA) o DC Sauter (all cases, except Dondero) o Waterhouse (all cases) o McGovern (expert, all cases except HCMFA) o Johnson (expert, all cases except HCMFA)


8

o Defendants’ Rule 30(b)(6) witness(es) (all cases, except Dondero) o Debtor’s Rule 30(b)(6) witness (all cases, except Dondero’s inquiry limited to new claims)

With this in mind, please considering the following schedule: June 30 Deadline for Debtor to file and serve Amended Complaints July 7 Deadline to serve written discovery demands (Dondero limited to new claims) July 30 Deadline (a) for all parties to serve written responses to discovery demands, and (b) for defendants to

serve amended answers limited to responding to new claims August 2 Deadline to complete document production September 2 Discovery deadline (fact and expert) All depositions would be between August 2 and September 2. Let me know if this is acceptable or if you’d like to discuss. Regards, John




Case 21-03003-sgj Doc 94 Filed 09/28/21 Entered 09/28/21 ...

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