                                                                                  ACCEPTED
                                                                              14-15-00917-CV
                                                              FOURTEENTH COURT OF APPEALS
                                                                           HOUSTON, TEXAS
                                                                        10/28/2015 4:42:22 PM
                                                                        CHRISTOPHER PRINE
                                                                                       CLERK



                           NO. _________________
                                                            FILED IN
                 IN THE _____ COURT OF APPEALS 14th COURT OF APPEALS
                                                      HOUSTON, TEXAS
                         HOUSTON, TEXAS
                                                   10/28/2015 4:42:22 PM
__________________________________________________________________
                                                       CHRISTOPHER A. PRINE
                                                              Clerk
                        IN RE SHELBY LONGORIA

                       Original Proceeding from the
                Probate Court Number One, Harris County,
                        Texas, Cause No. 414270
__________________________________________________________________

   PETITION FOR WRIT OF MANDAMUS – RECORD VOL 1, PART 2
__________________________________________________________________

Johnny W. Carter                      Robert S. MacIntyre Jr.
State Bar No. 00796312                State Bar No. 12760700
jcarter@susmangodfrey.com             macintyre@mmlawtexas.com
Richard W. Hess                       MACINTYRE MCCULLOCH
State Bar No. 24046070                  STANFIELD YOUNG
rhess@susmangodfrey.com               2900 Weslayan, Suite 150
Kristen Schlemmer                     Houston, Texas 77027
State Bar No. 24075029                Telephone: (713) 547-5400
kschlemmer@susmangodfrey.com
1000 Louisiana Street, Suite 5100
Houston, Texas 77002-5096
Telephone: (713) 651-9366
Fax: (713) 654-6666


Attorneys for Shelby Longoria
                                                               NUMBER          414270



 ESTATE OF                                                                                   IN     PROBATE          COURT             NO ONE

DOROTHY                LOUISE          LONGORIA

DECEASED                                                                                         OF HARRIS           COUNTY TEXAS


                       INVENTORY APPRAISEMENT AND                                                LIST OF CLAIMS




TO THE HONORABLE                             JUDGE OF THIS                  COURT
AND TO ALL                   INTERESTED          PARTIES


           COMES NOW                       James     Thomas           Dorsey       as   Independent       Executor         of the          Estate   of



Dorothy        Louise        Longoria         Deceased           and      submits       for filing this    Inventory            Appraisement


and    List    of Claims         in   compliance           with Section 250             of the Texas      Probate        Code


                                                  Date     of Death         April         2012



                                                  Date     of Qualification              October        2012


          The following               is    full    true and      complete         Inventory      and   Appraisement            of   all   personal



property and           all   real   property situated            in the    State   of Texas        together with          list   of claims due



and    owing      to    this    Estate       as    of the date        of death      which        have   come      into    the    possession or



knowledge         of the undersigned



                                                            REAL PROPERTY

          To     the   knowledge            of the Independent             Executor        the    Decedent     owned       no real property

on    the date    of her death




                 The     Decedent           may     have       owned        community property               interest      in real         property

owned     by Eduardo Longoria                      on    the   date    of his death        An     investigation      is   being conducted

to   determine         whether        Eduardo Longoria                owned        any real property on the date                 of his death



INVENTORY                    APPRAISEMENT                      AND     LIST        OF CLAIMS             Page




                                                                                                                                                         00716
                                                       PERSONAL             PROPERTY

              To    the   knowledge            of the Independent           Executor     the    Decedent        owned    the    following

personal property on the date                         of her death



Cash and Bank Accounts


      Texas        Community            Bank Account Number                                                                           4988


      Texas        Community            Bank Account Number                                                                          27538



      Texas        Community            Bank Account Number                                                                            7680


      Texas        Community            Bank        Certificate      Number                                                          72918


      Total    Cash and            Bank    Accounts2                                                                                113124



Stocks Bonds and Other                          Securities




Direct                         of   or right     to   constructive       trust    imposed on undivided             one-half interest in
            ownership

      50    shares       of Series              stock in Vertice Empressarial                  S.A    deC.V
               shares        of Series                stock in Vertice Empressarial               S.A   de C.V
      8934
      49000         shares     of Series               stock    in   Inmuebles        Terrenos        S.A de C.V          and

      4375350             shares    of Series              stock in Inmuebles                Terrenos       S.A    de   C.V
                                                                                                                              49011050


Total Stocks              Bonds      and    Other Securities3                                                                 49011050


Other Personal                Property


            Jewelry



                          Choker gold necklace                                                                                           400




               The Decedent                      have     owned                      accounts                                  is   believed
                                          may                          additional                     Shelby Longoria

to   be in possession of information regarding                            such    accounts     if any      but to date   he has refused

to   provide        it



               The Decedent may have                    owned        additional     stocks    bonds     or other    securities       Shelby

                        believed          be                                                                such              bonds      and
Longoria           is               to         in   possession of information                regarding             stocks

other      securities        if   any    but to date      he   has refused to provide            it




INVENTORY                  APPRAISEMENT                        AND     LIST OF       CLAIMS            Page




                                                                                                                                               00717
            Small     diamond necklace                                                                     1000


            Silver    and    small diamond            ring                                                  500



            Small hoop gold and              diamond         earrings                                      1500


            Peridot    earrings                                                                             250



            Calsidney       earrings
                                                                                                            250



            Coral and       diamond        earrings                                                        1000


            Coral ring                                                                                      500



            Elizabeth Showers earrings                                                                      600



            Watch                                                                                          2000


                                                                                                            150
            Gump      Peridot      necklace



            Diamond         ring                                                                           1500


            Pearl    necklace                                                                              2000


            Pearl    and    diamond        earrings                                                        1000


            Short strand        of black pearls                                                            1000


            Pearl    and    smoky topaz        bracelet                                                     350



            Necklace        from   India    with topaz peridot           and    amethyst beads              250



                              long string of pale                    beads     and   matching   earrings    180
            Thirty-inch                                      green



            Two     small gold chains                                                                       120



                  of silver diamond                                                                         100
            Set                               loops and       hanging     blue stone



            Four silver rings                                                                               120



            Gold chain with small diamond                                                                   120




INVENTORY     APPRAISEMENT                   AND       LIST OF          CLAIMS         Page




                                                                                                                  00718
                    Five   slides for    loops                                                                       260



                    Small faux diamond             necklace                                                          250


                    Set of turquoise         earrings    with small diamond                                        2500


                    Gold chain with pink            coral                                                            200



         aa         Aqua   ring   and    earring                                                                     350



         bb         Faux emerald        earrings     with briolette                                                  250


         cc         Ring with     cocktail      diamonds                                                           5000


         dd         Ring with faux diamonds                                                                          250


         ee         Six strands    of pearls       yellowed                                                          300



         ff         Set of ioop earrings         with hanging       briolette                                      4000



         gg         Miscellaneous       costume         jewelry and   accessories      numerous    pieces            500



         Total   Jewelry                                                                                          28750


         Electric    Wheelchair                                                                                    1500


         Clothing                                                                                                  5000


        Miscellaneous        Personal Effects                                                                      1000


Total   of Other Personal Property                                                                                36250


TOTAL PERSONAL               PROPERTY              KNOWN TO EXECUTOR                                        49160424


TOTAL ESTATE KNOWN TO EXECUTOR
NOT INCLUDING CLAIMS LISTED BELOW                                                                           49.160424


        The Decedent        was predeceased              by her husband     and     she never   remarried    so   no one

owned      community-property            interest       in   any property listed above




INVENTORY            APPRAISEMENT                  AND        LIST OF   CLAIMS          Page




                                                                                                                           00719
                                                    LIST OF CLAIMS


         To    the   knowledge        of the Independent            Executor         the   Decedent        owned     the   following

claims   on    the date    of her death



         Claim       against    Adriana    Longoria        based       on     promissory     note

         dated       August    12011      in the principal          amount of $70000                                          70478


         Claim                  Sylvia   Dorsey      for   amounts          loaned    to   her                                75000
                     against




         Claim       against    Shelby Longoria        based       on       August    92011         agreement                200000


         Claim       against    Shelby Longoria        for   breach           of fiduciary       duty                     25000000


         Claim against          Shelby Longoria        for       exemplary        damages                                 10000000


TOTAL CLAIMS4                                                                                                             35345478




                                RESERVATION                  OF RIGHT TO                   AMEND

         The     Independent          Executor      expressly reserves               the   right    to    amend    this    Inventory

Appraisement and           List    of Claims




               There      may    be   additional      claims       against        Shelby     Longoria         He     has    withheld

information that has formally been                 requested      in   this   proceeding          Accordingly       this   inventory

may be amended          when      such   information        is   obtained



INVENTORY              APPRAISEMENT                 AND      LIST       OF CLAIMS                  Page




                                                                                                                                       00720
           James    Thomas                                     Executor    of the      Estate   of Dorothy    Louise
                                Dorsey   Independent

Longoria    Deceased      do solemnly    swear    that   the    above    two   pages      shown   as the   Inventory

                   and   List   of Claims are      true       correct full      and    complete   statement of the
Appraisement
property and   claims of the Estate      that   have    come    to   my knowledge


                                                         Respectfully          submitted




                                                         Si     nature   of Independent         Executor




                                                         Is fain es      Austin       Fisher

                                                         James       Austin    Fisher

                                                         State       Bar of Texas      Number 07051650
                                                         FIsHER            WELCH
                                                               Professional       Corporation
                                                         2800 Lincoln          Plaza

                                                         500 North Akard              Street


                                                         Dallas        Texas 75201

                                                         Telephone             214.661.9400

                                                         Telecopier            214.661.9404



                                                         ATTORNEY FOR JAMES THOMAS
                                                         DORSEY INDEPENDENT EXECUTOR
                                                         OF THE ESTATE OF DOROTHY
                                                         LOUISE LONGORIA DECEASED




INVENTORY          APPRAISEMENT            AND         LIST OF       CLAIMS           Page




                                                                                                                       00721
STATE OF TEXAS


COUNTY        OF DALLAS


       Sworn    to   and   subscribed   before   me on August 27 2013           by James   Thomas     Dorsey    as

Independent    Executor      of the Estate   of Dorothy   Louise    Longoria       Deceased




                                                          otary   Public   in   akdior   the   ate   of Texas



                                                          IYY\
                                                      Printed     Name     of Notary     Public



                                                      My    Commission Expires


                                                                           7-Y\4tl19




INVENTORY        APPRAISEMENT                AND   LIST   OF CLAIMS             Page




                                                                                                                     00722
                                            CERTIFICATE OF SERVICE


            hereby certify that on August                   27 2013        true    and   correct    copy    of this document was

served      on    the    Defendant through             his     attorneys      of record      named         below   in   the   manner
indicated        and    in   compliance     with Texas         law



         Johnny                Carter Richard               Hess     and   Kristen Schiemmer

         Susman           Godfrey      L.L.P

         1000          Louisiana     Street Suite      5100

         Houston             Texas    77002-5096

         BY EMAIL                TO     jcartersusrnangodfrey.corn                       rhess@susmangodfrey.com                 and

         ksch1ernrnersusrnangodfrey                     corn




         Robert              Maclntyre     Jr

         Maclntyre             McCulloch        Stanfield    Young
         3900          Essex   Lane     Suite    220

         Houston             Texas   77027

         BY EMAIL TO                 macintyre@rnmlawtexas.com




                                                                     is/James Austin               Fisher

                                                                      James       Austin   Fisher




INVENTORY                APPRAISEMENT                  AND      LIST       OF CLAIMS               Page




                                                                                                                                       00723
                                                        CASE NUMBER4I427O


IN   THE ESTATE OF                                                                   IN     PROBATE                        ft6U1MUQNE
DOROTHY LOUISE LONGORIA
DECEASED

                                                                                                                                       r.lXAS

             ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY
                  INDEPENDENT EXECUTOR OF THE ESTATE OF
                   DOROTHY LOUISE LONGORIA DECEASED TO
               SHELBY LONGORIAS AMENDED CONTEST OF 2010 WILL


TO THE        HONORABLE JUDGE OF                                 THIS       COURT

            COMES NOW                  James Thomas Dorsey                    in his      capacity       as Independent Executor                  of the



Estate of Dorothy                Louise Longoria           Deceased            as   Counter-Plaintiff              and pleads the following



counterclaims          in
                             response       to    Shelby Longorias                  Amended            Contest     of 2010 Will           stating    the




following      causes        of action       against       Shelby Longoria                  as Counter-Defendant




                                                                Discovery           Level


                   Pursuant            to   TEX           Civ          190     Counter-Plaintiff states                  that   discovery        in this




case   is   intended        to    be conducted           under Level                of   that    Rule


                                                                      Overview


                   These counterclaims                     are brought          by        citizen       of Texas        against   another        citizen




of Texas       Counter-Plaintiff                 is   the personal      representative                 of an   estate   pending        in this   Court


and adjudication             of these counterclaims                    is   essential       to    administration           of   that    estate      The



Decedent       lived    in        Texas     for the      last   25 years        of her          life     These     counterclaims           are    based



entirely    on Texas             law   None           of them    is   based on any law of the United Mexican                                States




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                     CONTEST         OF       2010    WILL                                            Page




                                                                                                                                                           00724
                                                                       The      Parties



                        Counter-Plaintiff James                    Thomas Dorsey                    is   an individual         who   is                 these
                                                                                                                                          bringing



counterclaims            in      his   capacity         as the duly       appointed             Independent Executor of the Estate                            of



Dorothy        Louise Longoria                   Deceased



                        Counter-Defendant                     Shelby Longoria                 is   an    individual      who     resides in Hidalgo



County         Texas             Counter-Defendant                 commenced                  this       action   and    has     appeared           through


counsel        in this   action         so this pleading           may be        served         on him through            his    attorneys of record



                                                                       Jurisdiction



                       Pursuant          to   Sections         4A 4B           and 4F of the Texas Probate                      Code       the Court has



jurisdiction         over the           subject         matter    of     this    civil        action        The     Estate      of Dorothy             Louise



Longoria        is   pending           in this     Court and           this    Court     is
                                                                                                   statutory probate            court      As   explained



more fully below                 this   action      is   brought by             personal           representative         on behalf        of   that    estate




and     this   action       is   related      to    that      estate      In    addition            the    exercise      of pendent or ancillary



jurisdiction         over     this      action     is                    to                                                      and economy
                                                         necessary             promote judicial efficiency


                      The Court               has       in   personam           jurisdiction              over    Counter-Defendant                    Shelby


Longoria        by virtue of            his   filing         of Shelby Longorias                     Amended          Contest        of 2010        Will      in




response       to   which these counterclaims                      are pleaded                In addition         general      personal     jurisdiction



exists    because the Counter-Defendant                            has        had continuous               and systematic            contacts       with     the



State    of Texas and specific                      personal       jurisdiction               exists      because       this    action     arises      out    of


contacts       by the Counter-Defendant                         with     the    State of        Texas        as explained         below




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                      CONTEST           OF     2010       WELL                                              Page




                                                                                                                                                                   00725
                                                                        Venue


                           Pursuant      to   Section     6A    of the Texas              Probate      Code        the venue      of this        action



is
     proper because the Estate of Dorothy Louise Longoria                                        Deceased           is   pending      in this       Court


and      this   action      is   related to    that    estate    as     explained          more fully below


                                                          Conditions Precedent



                         All conditions precedent                      Counter-Plaintiffs                               plead and to prosecute
                                                                 to                                    rights      to




these      counterclaims                and   to   recover      the     relief       requested       herein         have     occurred          or   been


fulfilled




                                         Facts Applicable               to    All Causes         of Action


                        On       July     1942 Eduardo Longoria                   Eduardo               and Dorothy Louise Kowaiski



Dorothy                were married           in   the City of        Laredo         in   Webb County Texas


            10          When        they      were     married         Dorothy            was       citizen     of the        United         States     of


America and Eduardo                      was       citizen     of the United Mexican                   States      Mexico               but     he had


been      living      in    the    United      States      and        after    the    wedding          the    couple        initially        settled    in




McAlIen          Texas


           11           The marriage of Eduardo                   and Dorothy              was    subject     to    the laws of the State of



Texas      including         the    law of community property




                This petition           does not      recite              fact   on which the Counter-Plaintiffs                        claims
                                                               every                                                                                   are

based      It   is   intended      only to be           short statement           of the cause of action                 sufficient     to    give fair
notice     of the claim involved                   as required          by    TEx          Ctv         47

ORiGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                    CONTEST           OF 2010        WILL                                            Page




                                                                                                                                                             00726
            12               Eduardo         and Dorothy had four children                              all   of   whom      are    living      Their names



are      Adriana             Louise         Longoria           Adriana                 Eduardo             Longoria       Jr       also   known      as   Wayo


Longoria         Wayo                  Sylvia          Rene Dorsey              Sylvia                and Shelby Longoria                 Shelby               All



of them reside                in   Texas


            13           Eduardo             and        Dorothy           amassed        considerable               wealth       through          variety        of



business     activities              and investments



            14           Over        time        Shelby took              control      over      the business          and investments               owned by


Eduardo      and Dorothy



            15           Shelby        managed            property and accounts                       owned by Dorothy and                   represented         to




her that    he was            doing so           for    her benefit



            16           in addition              Shelby expressly agreed                       to   hold     in   trust for the benefit of Dorothy




property that           Shelby        obtained           from Eduardo In                   letter to          Dorothy dated August                   1983      for




example Shelby and Wayo promised Dorothy                                                 that        the    assets that      Daddy        has   willed to      us


as   long   as   you live            we     will       hold    them as         if they    were        yours and                     will   make      the fruits



available        to    you     for    your direction                as to      their   use           These promises were made by Shelby



while   he was residing                     in   Texas and           they were           set    forth       in     letter that      was    sent to Dorothy



from an address                in   Texas          Shelby breached                these promises to Dorothy                        by   failing   to account



for the property              that    was given           to   Shelby by Eduardo by concealing                                from Dorothy material


facts   about         that                       including                nature extent               value        and profitability
                              property                              its                                                                         by   failing     to




hold    and maintain                 that    property          as    if   it
                                                                               belonged          to    Dorothy         by paying          himself      income




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED CONTEST OF 2010 WILL
                                                                                                                                                          Page




                                                                                                                                                                      00727
generated           by the property                by    failing       to   disclose to             Dorothy           that        he had done so and by



failing      generally          to   make      the fruit of that             property         available          to     her for her use



             17           Likewise           in     letter       dated      October              2007 which Shelby                       sent to Dorothy                   at




her residence             in    Houston Texas               Shelby          made       specific       promises with respect                      to       large      sum


of money          that     Eduardo          wished        for    Dorothy to have upon                      his     death           Admitting           that   he held



such funds             in trust      for Dorothy           and    in   recognition            that    Dorothy intended                   to    leave her estate



to    her daughters              Shelby promised that within                            thirty      days   after        Dorothy died he would pay



$100000           to    Sylvia       and $100000            to   Adriana               Upon Dorothys                  death Shelby repudiated                         and



breached       this      promise        to   Dorothy             While he did tender                       check        for       $100000           to   Sylvia       and



     check    for      $100000         to    Adriana        he printed on the checks language that                                       if   the checks             were



negotiated             would have            resulted       in         release         of   their    rights        in   Dorothys              estate      and    rights




against      Shelby             self-serving            conditions          which       Shelby had no                 right       to   impose The             fact    that




Shelby       arbitrarily          demanded such                 releases         for   his   benefit       as conditions                on    his   performance


of an unconditional                   duty to pay         $100000           to    Sylvia      and $100000                    to   Adriana        proves        that




Shelby knew              that    Dorothy owned valuable                      claims          against       him               Shelby knew              that    Dorothy


intended       to      leave her entire           estate    to Sylvia and Adriana                      and              Shelby knew             that      Sylvia and



Adriana       themselves               had valuable              claims          against      him          all     of which             he now           dishonestly



denies



             18           Shelby owed                   fiduciary duty to Dorothy                            as    an agent            for   Dorothy                  as




trustee      of an express             trust      for   the benefit          of Dorothy              and      in    addition           or in the alternative



      pursuant          to an informal             fiduciary relationship                    with     Dorothy


ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                        CONTEST              OF    2010     WILL                                                     Page




                                                                                                                                                                                00728
           19        in       contravention               of    his    fiduciary       duty    to    Dorothy           under Texas          law Shelby


failed    to    advise    Dorothy         fully          and   fairly    regarding        the nature         and extent              of her property and



his   actions     with        respect    to    her property             and the property he was holding                          in    trust supposedly



for   her benefit



          20         In fact        Shelby managed                      for   his    own      benefit       Dorothys             property       as well   as




property        he was holding                in    trust      supposedly        for    her benefit               He      caused       income    from the



property        to be paid to       him        or to others            for his      benefit       and     failed     to   disclose to Dorothy         that




he had done so



          21         Eduardo            died        on January          26 2005         at   the age of       91          He    was born on October


25 1913


          22         When         Eduardo               died    all    of the property         in his       estate        was community          property



of which        one-half        was owned by Dorothy under Texas law


          23         Eduardo             died       in   Webb County Texas                        where       he and Dorothy had lived                    for




many years


          24         After        the    death          of Eduardo Shelby continued                          to
                                                                                                                   manage Dorothys               property



and continued            to    represent           to   her that       he was managing               her property              for   her benefit    but he




intentionally concealed from Dorothy                                   the nature extent              and value of her property what he



had done with             her property                  over the years and                how much money                       he had been paid            or



otherwise        derived        from the property



          25         In fact       Shelby managed the property for                                  his   own      benefit and engaged             in self-




dealing        transactions       that    he        failed      to    disclose to Dorothy



ORiGINAL COUNTERCLAIMS  OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                          CONTEST         OF    2010     WILL                                           Page




                                                                                                                                                                00729
           26           Dorothy died          in   Harris     County Texas on                      April   62012        at   the age       of 92       She


was born on May                  1919


           27           By    order dated       October       92012               this    Court admitted         to   probate      Dorothys            Last



Will      and     Testament         dated          January      21       2010               and    appointed      James        Thomas          Dorsey



Independent            Executor of the Estate of Dorothy



           28           Letters Testamentary                were    issued to                 James Thomas Dorsey on the same                          day


and such Letters Testamentary are currently                                  in   full      force and effect          so he   is   fully    authorized




to   bring      this   action



           29           Whenever         it   is    alleged     herein            that        Shelby   acted     or    communicated               in
                                                                                                                                                        any



fashion then such allegation                       should     be taken            to   mean


                                  That the Shelby himseiftook such action                                  or   made    such       communication



or   in   the    alternative



                                  That         duly authorized               agent          of Shelby took such action                 or   made such


communication                on behalf        of Shelby and             in    the course           and scope of the agency                   or    in       the



alternative



                                  That        such    action       or    communication                    was by one having                   apparent



authority        to do so on behalf            of Shelby         or      in   the alternative



                                  That Shelby          ratified         and adopted                such action        or communication                 as   its




own and         thereby       became     legally responsible                  for        it




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                   CONTEST                  OF   2010   WILL                                           Page




                                                                                                                                                                  00730
                                                     First Cause             of Action

                                                   Demand              for Accounting



          30          Counter-Plaintiff            repeats         and incorporates             by reference            all    of the foregoing



averments        If   any averment         is    inconsistent          with this cause          of action        the averment             is   pleaded



in   the alternative      as   authorized          by Rules 47 and 48 of the Texas                           Rules of          Civil     Procedure



         31           Pursuant    to    Section      489B of           the Texas        Probate           Code    Section          113.151       of the



Texas    Trust    Code        and the     common             law of the State of Texas Counter-Plaintiff                                  is   entitled




to and hereby requests             that     Shelby provide                 full   accounting           of        all   of his      activities      as   an




agent   for Dorothy              all   transactions             done or caused by him involving                          property         owned          in




whole or    in   part    by Dorothy and                      all   transactions      involving            property       held by         him in    trust




for Dorothy



         32           Anticipating        that    Shelby        will   plead the defense             of limitations           in
                                                                                                                                   response      to this




cause   of action       Counter-Plaintiff           pleads          that   Section      16.069       of the Texas             Civil     Practice    and



Remedies       Code      is   applicable         and precludes             application          of any       statute      of limitations                In



addition       Counter-Plaintiff            pleads           under Texas           law        the    discovery         rule        and    fraudulent



concealment by Shelby              Despite         his    fiduciary duty of full disclosure                       Shelby concealed                 from



Dorothy     the nature extent              and value            of her property what                 he had done with her property



over the years and             how much             money he had been                    paid        or   otherwise           derived      from the



property      The     nature of the injuries            to   Dorothy and her             estate      were inherently undiscoverable


because of the relationship               of trust and confidence                 between           Dorothy and Shelby and because


he breached       his    fiduciary        duty     of    full      disclosure      of   all    facts      that   might         affect     Dorothys



ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                  CONTEST         OF   2010    WILL                                                  Page




                                                                                                                                                              00731
interests         The    injuries      to   Dorothy         and her      estate       are objectively            verifiable        because           money


that    should      have      been paid            to    Dorothy     was     withheld           from her and diverted                     to    Shelbys


benefit



             33         It   was    both reasonable              and necessary          for    Counter-Plaintiff to retain                      attorneys



to   prepare      and   to   prosecute       this       action     Pursuant      to   Section        113.151       of the Texas Trust                 Code


and other applicable                 Texas         law     Counter-Plaintiff            is    entitled     to and hereby requests                           an



award of attorney fees including                          litigation    expenses             reasonably       and necessarily incurred                        in




connection         with      this   action



                                                          Second       Cause      of Action

                                                        Breaches       of Fiduciary            Duty


             34         Counter-Plaintiff                repeats    and incorporates                by reference            all   of the foregoing



averments          If
                        any averment          is    inconsistent        with     this   cause       of action         the averment             is   pleaded



in    the alternative          as authorized             by Rules 47 and 48 of the Texas Rules of                                 Civil    Procedure



             35         Under Texas law Shelby breached                           his    fiduciary duty to Dorothy                    by             failing




to    disclose to       her    fully   and fairly          all   information          that    might     affect        her interests        in
                                                                                                                                                    property



managed by him                including       both her community                 property and property held by Shelby in trust



for    her         failing     to   act     with    utmost good          faith    and        fair   dealing      in   the   management of                her




property         and property held            in trust      for her and in his other activities                        affecting      her interests




       failing    to act with undivided                   loyalty to    Dorothy         in    the    management of                her property           and



property      held by        him in    trust for         her and    in his     other activities          affecting          her interests and




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUiSE LONOORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                      CONTEST        OF     2010    WILL                                                  Page




                                                                                                                                                                   00732
engaging         in   self-dealing                transactions        that    were detrimental                to    her   and     in   addition or in the



alternative           improperly             benefited         him


            36           The        breaches           of fiduciary duty              by Shelby proximately                      caused        compensable


harm to Dorothy and                       her estate       Under Texas law                  Counter-Plaintiff              is   entitled      to and hereby



requests       entry ofjudgment                     against     Shelby        for actual         damages           in   an amount       to   be determined



by the      trier   of      fact    in    accordance           with    Texas law



            37           The         breaches            of fiduciary           duty        by   Shelby            constituted         fraud            gross



negligence and malice                                  as those       terms are defined                 in    Chapter 41           of the Texas            Civil



Practice      and Remedies                       Code      Despite       his     fiduciary duty               under Texas              law    to    disclose    to




Dorothy       all     facts        that    might affect her interests Shelby intentionally or                                          in    the alternative



with    reckless       disregard             for    Dorothys          rights concealed                from Dorothy the nature extent                           and



value    of her property what                          he had done with               her property            over        the years and             how much


money he had been                    paid        or otherwise         derived     from the property                     Under     Texas law Counter-



Plaintiff     is    entitled         to and hereby requests                    entry ofjudgment                    against      Shelby        for   exemplary



damages        in     an amount             to be determined                 by the    trier     of   fact    in    accordance          with       Texas law



            38           Shelby            derived        profits      by means             of the     breaches            of   his    fiduciary        duty    to




Dorothy Under                      Texas         law     Counter-Plaintiff             is   entitled         to and hereby             requests         entry of



judgment           decreeing              that     Shelby      disgorge         all    profits        received          by him as              result    of the


breaches       of     his    fiduciary            duty    to   Dorothy


            39           Shelby acquired                  property       by means of the breaches                          of    his    fiduciary duty          to




Dorothy            Under           Texas         law     Counter-Plaintiff                                   to and hereby requests                     entry of
                                                                                       is   entitled



ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                         CONTEST            OF    2010     WILL                                             Page     10




                                                                                                                                                                     00733
judgment        imposing            constructive              trust   on   all   property           acquired      by Shelby       by means of the



breaches     of   his      fiduciary duty           to   Dorothy


           40         Anticipating           that   Shelby          will   plead the defense                of limitations       in   response    to this




cause of action            Counter-Plaintiff pleads                    that      Section       16.069        of the Texas Civil Practice             and



Remedies        Code         is   applicable        and precludes                application             of any     statute    of limitations           In




                Counter-Plaintiff                                  under    Texas           law      the    discovery         rule and      fraudulent
addition                                       pleads


concealment by Shelby                   Despite          his   fiduciary duty of full disclosure                        Shelby concealed            from



Dorothy      the nature extent                and value             of her property what                     he had done with her property



                                             much money he had been                                                                             from the
             years and how
over the                                                                                            paid    or   otherwise       derived




property        The   nature        of the   injuries         to   Dorothy and her                estate    were inherently undiscoverable



because of the relationship                  of trust and confidence                        between        Dorothy and Shelby and because



he breached        his       fiduciary       duty        of    full   disclosure             of   all    facts   that   might     affect       Dorothys



interests       The        injuries    to   Dorothy            and her        estate        are objectively         verifiable        because     money


that   should     have        been paid         to Dorothy              was       withheld              from her and diverted              to    Shelbys



benefit



           41         It    was     both    reasonable             and necessary              for Counter-Plaintiff              to   retain    attorneys



to prepare      and to prosecute             this    action           Pursuant         to   Section        114.064 of the Texas Trust              Code


and other applicable                  Texas     law        Counter-Plaintiff                   is   entitled      to and hereby requests                an



award      of attorney fees including                     litigation       expenses               reasonably        and necessarily incurred              in




connection        with       this   action




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                        CONTEST          OF       2010       WILL                                     Page   11




                                                                                                                                                               00734
                                                                 Third     Cause          of Action

                             Breach        of Promise             To Hold Property                    for     Dorothys              Benefit



           42                Counter-Plaintiff               repeats       and incorporates                   by reference            all       of the foregoing



averments               If   any averment             is   inconsistent        with       this   cause        of action        the averment                       is   pleaded



in   the   alternative              as authorized            by Rules       47 and 48 of the Texas                         Rules of Civil Procedure



           43                Shelby promised                 Dorothy        that     he    would         hold        in trust       for    Dorothy                 all   of the



assets that        Eduardo           gave to Shelby and                  Wayo        and    that    he would make the income                                      from such



property         available          to     her    for      her direction        as to      their        use     These promises                        were             made by



Shelby while                 he was residing                in   Texas         Shelby breached                   these         promises               to    Dorothy           by



failing     to    account            for    the    property         that    was       given        to    Shelby and             Wayo             by Eduardo by



concealing            from Dorothy                 material        facts    about         that     property           including                its    nature extent



value      and profitability                     by     failing    to   hold    and maintain                  that    property            as     if   it
                                                                                                                                                            belonged             to




Dorothy by paying himself income                                        generated          by the        property              by   failing           to     disclose            to




Dorothy          that        he had done so and by                       failing      generally           to    make       the      fruit        of        that        property



available        to     her for her          use


           44                These breaches                by Shelby       proximately             caused compensable                           harm          to       Dorothy


and her estate                  Based        on the          doctrines       of breach-of-contract                         promissory estoppel                                and



money-had-and-received                             under Texas              law       Counter-Plaintiff                   is   entitled              to      and hereby



requests         entry ofjudgment                  against        Shelby       for   actual damages                  in   an amount              to   be determined



by the     trier      of     fact   in   accordance              with Texas          law




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                         CONTEST               OF   2010      WILL                                                          Page      12




                                                                                                                                                                                      00735
          45         Anticipating            that   Shelby      will   plead the defense            of limitations      in
                                                                                                                              response       to this




cause    of action         Counter-Plaintiff pleads               that   Section        16.069      of the Texas       Civil         Practice      and



Remedies         Code       is   applicable         and precludes         application           of any     statute     of limitations               In




addition       Counter-Plaintiff               pleads       under      Texas      law        the   discovery         rule     and      fraudulent



concealment by Shelby                    Despite     his   fiduciary duty of full disclosure                   Shelby concealed                 from



Dorothy       the nature extent               and value         of her property what                he had done with her property



over    the    years        and   how much money                   he had been paid                or   otherwise       derived            from the



property       The     nature     of the     injuries     to   Dorothy and her           estate     were inherently undiscoverable



because of the relationship                  of trust and confidence              between          Dorothy and Shelby and because


he breached          his    fiduciary        duty    of    liii   disclosure       of     all   facts   that   might        affect        Dorothys



interests      The     injuries        to   Dorothy       and her      estate     are objectively          verifiable         because money



that    should    have       been paid         to    Dorothy       was    withheld           from her and diverted                   to    Shelbys


benefit



          46         It    was    both      reasonable         and necessary           for   Counter-Plaintiff to retain                  attorneys



to   prepare     and   to   prosecute         this   action       Pursuant        to    Chapter 38 of the Texas Civil Practice


and Remedies           Code        and other applicable                Texas      law        Counter-Plaintiff          is    entitled      to and



hereby    requests          an award         of attorney fees including                      litigation    expenses           reasonably           and



necessarily      incurred         in   connection          with   this   action




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR  OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                    CONTEST      OF     2010      WILL                                           Page    13




                                                                                                                                                         00736
                                                      Fourth        Cause          of Action

           Breach            of Promise        To Pay $100009                 to    Adriana          and $100000                 to    Sylvia



          47               Counter-Plaintiff          repeats      and incorporates                 by reference           all    of the foregoing



averments             If   any averment        is   inconsistent        with this cause             of action      the averment                   is   pleaded


in   the alternative               as authorized      by Rules 47 and 48 of the Texas                            Rules      of    Civil      Procedure



          48               Shelby promised Dorothy                  that     within    thirty        days of her death he would pay



$100000          to   Adriana         and $100000           to    Sylvia      These promises were                    made by Shelby                      while



he was residing               in   Texas and        they    were        directed to     Dorothy            at    her residence               in    Houston


Texas      Shelby breached                   these    promises          to   Dorothy        by tendering             to    Adriana            and Sylvia



checks    that    they could           not negotiate        without      waiving       their rights         in   Dorothys              estate      and    their




rights   against           Shelby       self-serving        conditions         which        Shelby had no            right        to    impose


          49               Based on the doctrines of breach-of-contract                              promissory estoppel                     and money-



had-and-received                   under Texas        law        Counter-Plaintiff             is   entitled      to and hereby requests



entry ofjudgment                   against   Shelby for $200000                in    accordance            with    Texas          law


          50               Anticipating      that   Shelby       will   plead the defense             of   limitations           in
                                                                                                                                       response          to this




cause    of action           Counter-Plaintiff         pleads       that     Section    16.069         of the Texas Civil Practice                            and



Remedies         Code         is    applicable      and precludes            application            of any       statute     of limitations                    In




addition         Counter-Plaintiff             pleads       under        Texas       law     the      discovery            rule        and      fraudulent



concealment by Shelby                    Despite      his   fiduciary duly of           full    disclosure           Shelby           concealed           from



Dorothy     the nature extent                 and value          of her property            what       he had done with                   her property



over the years and                   how much money                 he had been             paid      or   otherwise             derived           from the




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                  CONTEST           OF    2010    WILL                                                      Page    14




                                                                                                                                                                    00737
property       The    nature        of the injuries          to   Dorothy and her           estate      were inherently undiscoverable



because of the relationship of trust and confidence                                  between           Dorothy and Shelby and because


he breached       his       fiduciary           duty    of   full    disclosure       of    all      facts   that   might    affect        Dorothys


interests       The                           Dorothy        and her                 are objectively            verifiable because
                       injuries          to                                estate                                                             money


that   should    have been paid                   to    Dorothy       was        withheld       from her and diverted                 to     Shelbys



benefit



          51          It   was   both         reasonable          and necessary           for   Counter-Plaintiff           to   retain
                                                                                                                                            attorneys



to
     prepare    and    to    prosecute           this   action       Pursuant        to   Chapter 38 of the Texas                  Civil Practice



and Remedies           Code          and other applicable Texas                       law       Counter-Plaintiff           is    entitled    to and



hereby requests             an award            of attorney         fees    including           litigation      expenses          reasonably        and



necessarily      incurred           in   connection          with    this   action




                                                                  Prayer for Relief


          WHEREFORE                           PREMISES             CONSIDERED                     Counter-Plaintiff              James       Thomas


Dorsey Independent Executor of the                                 Estate       of Dorothy        Louise Longoria                Deceased       prays



that   upon due            notice        and    trial   by jury or upon               hearing          on motion       for entry           of default



judgment       or motion for             summaryjudgment                    the Court renderjudgment                  for Counter-Plaintiff



and against Counter-Defendant                           Shelby Longoria              awarding the following                 relief    under Texas



law


                            decree        commanding                Counter-Defendant                   Shelby      Longoria         to    render    an



accounting       of   all   property           that    was owned           in   whole or        in   part by Dorothy Louise Longoria




ORIGINAL COUNTERCLAIMS  OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                       CONTEST         OF 2OO WILL                                                Page    15




                                                                                                                                                          00738
and    that    was       within       his    possession          custody        or control           and     all   transactions          affecting   her




property and an accounting                          of   all   actions   taken       by him         as   her agent       or trustee



                          an award           of actual         damages         from and against                   Counter-Defendant            Shelby



Longoria           in    amounts        to   be determined by the              trier   of fact       in    accordance        with    Texas law but



the    maximum             amount            of actual         damages     currently          sought         by Counter-Plaintiff                while




reserving          his    right      under Texas           law    to   amend     this    pleading            to    request       greater or lesser



amount        as   more evidence               is   uncovered          and the whole         truth         comes    to   light      is   $25200000


                          an award           of exemplary damages from and against Counter-Defendant                                            Shelby



Longoria           in    amounts        to   be determined by the              trier   of    fact    in    accordance        with    Texas law but



the   maximum             amount         of exemplary damages                  currently        sought        by Counter-Plaintiff while



reserving          his    right
                                     under Texas           law    to    amend    this    pleading            to
                                                                                                                   request       greater or lesser



amount        as   more         evidence       is   uncovered          and the whole          truth        comes    to   light      is   $10000000


                          an     award        of attorney         fees    including           litigation           expenses         reasonably       and



necessarily          incurred           by Counter-Plaintiff             in    connection            with     each of      his   causes     of actions



under Texas              law


                               decree        commanding           Counter-Defendant                      Shelby Longoria            to    disgorge    all




profits       received          by   him      or by others         for his     benefit        as          result   of     breach         by him of   his




fiduciary duty             to   Dorothy        Louise Longoria



                               decree        imposing           constructive         trust   on      all   property       acquired        by Counter-


Defendant           Shelby Longoria                  or by others        for   his    benefit        by means of             breach       of fiduciary



duty    owed        to   Dorothy         Louise Longoria


ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                       CONTEST        OF    2010      WILL                                         Page    16




                                                                                                                                                            00739
                     an award            of prejudgment                 interest    on       all    actual      damages          at   the highest           rate




authorized        by law      to    the date          ofjudgment


                     an award            of    all   costs incurred by Counter-Plaintiff                            in   the course       of preparing



and prosecuting            this     civil      action



                     an award            of postjudgment                 interest       on                             relief    at   the highest           rate
                                                                                              all   monetary


authorized        by law from the date of judgment                              until    paid



            10       all    writs and processes                   necessary        to    collect      the      judgment and


            11       all    other relief             to   which    Counter-Plaintiff                is   entitled        or which      the Court          may


deem        appropriate      under the circumstances                       and the applicable                   law


            Any   inconsistent            allegations            or prayers        for    relief      are pleaded in the                 alternative          as




expressly authorized                by   TEX               Civ    P.47 and         48


               Reservation           of Rights             To Amend             and To Supplement This Pleading


            Because        Counter-Plaintiff                presently      does not know                 all    of Counter-Defendants                       acts




and omissions          that        caused        harm       to   Dorothy        Louise          Longoria          or her        estate        or   all   of the



relevant      circumstances              surrounding             such    acts    and omissions Counter-Plaintiff anticipates



that   it   may be   necessary            to    plead      additional       causes        of action            after   discovery         is   conducted



Accordingly          Counter-Plaintiff                    hereby reserves           the rights           to   amend and          to   supplement            this




pleading




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                                       CONTEST          OF    2010       WILL                                             Page     17




                                                                                                                                                                   00740
     DATED    September   26 2013


                                    Respectfi.illy     submitted



                                    Is/James     Austin Fisher

                                    James Austin       Fisher

                                      State   Bar of Texas      Number 07051650
                                    Shannon      L.K Welch
                                      State   Bar of Texas      Number 90001699
                                    FIsHER           WELCH
                                       Professional      Corporation
                                    2800 Lincoln       Plaza

                                    500 North Akard        Street

                                    Dallas Texas        75201

                                    Telephone          214.661.9400

                                    Telecopier         214.661.9404



                                        Wesley       Holmes
                                       State Bar of Texas       Number 09908495
                                    THE HOLMES LAW FIRM
                                    10000 North        Central Expressway   Suite 400

                                    Dallas Texas 75231

                                    Telephone          214.890.9267



                                    ATTORNEYS FOR COUNTER-PLAINTIFF
                                    JAMES THOMAS DORSEY
                                    INDEPENDENT EXECUTOR OF
                                    THE ESTATE OF DOROTHY
                                    LOUISE LONGORIA DECEASED




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED     CONTEST    OF   2010   WILL                       Page   18




                                                                                              00741
                                           CERTIFICATE            OF SERVICE

          hereby       certify   that    on September      26.2013       true and correct copy   of this document

was   served   on Shelby Longoria              through   his
                                                               attorneys of record   named below     in   the manner

indicated   and   in    compliance with Texas            law


        Joimny            Carter Richard             Hess and       Kristen    Schiemmer

        Susman Godfrey L.L.P
         1000 Louisiana          Street     Suite 5100

        Houston Texas             77002-5096

        BY EMAIL             To     jcarter.susrnangodfrey             corn    rhesssusrnangodfrey         corn     and

        kschlemrnersusrnangodfrey                   corn



        Robert          Maclntyre         Jr

        Maclntyre        McCulloch          Stanfield    Young
        3900 Essex Lane                 Suite 220

        Houston Texas 77027
        BY EMAIL TO              macintyrernmlawtexas.corn




                                                                Is James      Austin Fisher

                                                                James Austin     Fisher




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS AMENDED                         CONTEST       OF   2010   WILL                           Page    19




                                                                                                                          00742
                                                     CASE        NUMBER               414270


IN     THE ESTATE OF                                                                 IN    PROBATE COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                                                HARRIS          COUNTY TEXAS


      RESPONSE TO MOTION TO DISMISS OR TO ABATE COUNTERCLAIMS



TO THE         HONORABLE JUDGE OF                              THIS        COURT

          COME NOW               Counter-Plaintiff James                    Thomas Dorsey               in his   capacity     as   Independent



Executor       of the Estate       of Dorothy          Louise        Longoria           Deceased          the    Executor            and Third-



Party Defendant Sylvia Dorsey                        and respectfully               submit   this   response       to   Counter-Defendant



Shelby      Longorias           Motion         To Dismiss              Counterclaims              for    Forum Non           Conveniens          or




Alternatively        To    Abate Pending Resolution                           of Will      Contest       and Mexican          Litigation     the


Motion           For      the   following       reasons          the      Motion      should      be    denied




       PARTIES          RESIDING               IN    TEXAS                          PARTIES             RESIDING         IN    MEXICO



       Shelby    Longoria
       James Thomas Dorsey                  Executor                                                       NONE
       Sylvia Dorsey

       Adriana Longoria




         The    Motion          seeks   dismissal            of counterclaims              involving      four parties         All of them



including      the   Movant        Shelby Longoria                     live    in   Texas     yet his motion            brief and affidavit



all   manage    to   avoid      revealing      the    fact    that   he    lives    here     an    obviously       crucial    fact   in   aforum


non conveniens         inquiry          This    lack    of candor           permeates Movants                    argument



RESPONSE TO MOTION                  TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                    Page




                                                                                                                                                      00743
             Movant               cites        no    case         in   which every party                 was an           individual          residing in the            forum



state but which nevertheless                                  was dismissed                 for   forum non conven lens                       The Motion           is   wholly


unsupported                  by apposite              precedent



             But       the        precedential               poverty          of the        Motion       is    even more              profound            Movant          seeks



dismissal of claims                           pleaded        in         probate          court by the          executor             of an    estate                      in that
                                                                                                                                                        pending


court        There           is         strong       public interest                in    protecting         the jurisdiction                of probate       courts       over



matters       related             to    estates       of deceased              residents of the               forum Movant                   cites    no case      in    which



  probate         court dismissed for forum                                   non conveniens                      claim of the personal                  representative



of an     estate        in that          court            The      Motion          is    wholly unsupported                    in     second          essential     respect



             But       it    gets        worse            still        The     Motion            seeks      dismissal           of counterclaims                    and not


counterclaims                 unrelated               to     the       subject          matter     of the         plaintiffs          claim      but     counterclaims



closely related               to       that    subject        matter          the       estate    planning        of the Decedent               Dorothy Longoria


and    the    disposition                 of her estate                     Shelby Longoria                 the    Counter-Defendant                    who       both    lives




in this      state      and invoked                   the     jurisdiction               of this Court            to    contest       the    Decedents            will     now


insists that           this       forum         is   so    oppressively                 inconvenient                   that   the    counterclaims                         him
                                                                                                                                                             against



must be        dismissed                       But he             cites     no case         in    which            court has           ever     applied       forum         non


conveniens              to    dismiss counterclaims                            that       are    directly     related         to    the plaintiffs          claims         The


Motion        is then              wholly unsupported                         in         third essential           respect



             As   it    relates          to    Movants                 request      for    dismissal          this       response       has two         parts      First     we


show    that       the       Motion             depends                on     grossly inaccurate                   statement           of the     law        Second we


show    the       the       Motion            depends             on        grossly inaccurate                statement             of the    facts       especially the




RESPONSE             TO MOTION TO DISMISS                                    OR TO ABATE COUNTERCLAIMS                                                                  Page




                                                                                                                                                                                   00744
 nature       and substance                 of the counterclaims             pleaded        by       the    Executor                The      counterclaims                are




 based        entirely     on     acts       and omissions          of    Movant      while          he lived         in   Texas           The    counterclaims



 are   based       entirely       on Texas           law The gravamen                of the counterclaims                      is   that      Movant          breached


his    fiduciary duty to his mother                         Dorothy Longoria                the      Decedent              in this     probate         proceeding


The fiduciary duty arose both out of                                 documented            private-trust               relationship              and an informal



fiduciary relationship                        Both causes           of action       are    recognized             in    Texas           but not in Mexico



so     Mexico       is    not an adequate              alternative         forum The Decedent                          lived      in   Texas       for       the   last   25



years of her life                and Movant            has    lived here longer             than that             so    application              of Texas           law    is




no stretch                  it    is    plainly appropriate                 The      Executor              is   not     asking          this     Court        to    apply



Mexican            law     or     to        set    aside    the    judgment         of          Mexican               court            Movants               argument


mischaracterizes                  the       Executors          counterclaims                                                           can     Movant          make
                                                                                           Only        by doing                so




colorable          argument             for   dismissal



              In   the alternative                 Movant      requests      abatement of              the       Executors              counterclaims                until




Movants            will    contest           is   concluded and           certain    proceedings                 in   Mexico            are    concluded              The



request makes              no sense The               counterclaims           will    be    pursued             regardless of the outcome                           of the



will    contest           even         if   the    order     admitting        the    will       is    set                   there         will    be
                                                                                                                aside                                         personal



representative             who         will   be    responsible       to   assert    claims          of the       estate        Likewise               the    Mexican


case     referenced              by         Movant         cannot     possibly        obviate              the     litigation             of     the     Executors


counterclaims               Abatement                 would       accomplish          nothing              except          delay        and       duplication             of



discovery            as    discovery               needed    for    the    counterclaims              overlaps             with     discovery            needed           for




the    will    contest           Abatement            of the      counterclaims            is        bad idea




RESPONSE            TO MOTION                 TO DISMISS           OR TO ABATE COUNTERCLAIMS                                                                       Page




                                                                                                                                                                                00745
       RESPONSE                TO MOTION TO DISMISS FOR FORUM NON CONVENIENS

           Movant             Fails       To   Identify        Let Alone       Apply         the       Correct Legal              Standard


                            To Be     Entitled       To Dismissal Movant                    Must Bear               Heavy          Burden           To
                            Clearly        Show      Facts      That Strongly            Favor          an Available            and Adequate
                            Alternative         Forum       While     Giving        Great Deference To                         This   Forum


           Remarkably                Movant       cites   neither the    most recent case               in   which       the    Supreme       Court


 of Texas        made aforum non                 conveniens        determination         nor the most recent               case    in   which     the




 United    States       Supreme Court did              so      Though    ignored        by Movant            both    cases are instructive



 See Sinochem               Intl    Co         Malaysia Intl Shipping           Corp         549 U.S          422    2007          Quixtar Inc


      Signature        Mngmt          Team       LLC      315 S.W.3d      28    Tex 2010

           In both          cases    it   was held   that       defendant      seeking      dismissal forforum non conveniens



ordinarily         bears            heavy       burden    in   opposing       the    plaintiffs        chosen       forum          Quixtar        315


S.W.3d      28         31    Tex          2010    quoting       Sinochem            549 U.S       at    430     emphasis           added.2          In



Movants          Brief however                 Movant      never   recognizes         the   heavy burden imposed on him by


common law                  Instead        Movant jumps ahead            to    address the           adequacy        and       availability       of



Mexican          forum and            various      fators       of private     and public          interest         By    considering         those




             See       COUNTER-D EFENDANT                      SHELBY LONGORIA              SB RIEF        IN SUPPORT           OF HIS MOTION
         COUNTERCLAIMS FOR FORUM NON C0NvENIENS OR ALTERNATIVELY TO ABATE
TO DISMISS

PENDING RESOLUTION OF WILL CONTEST   AND MEXICAN LITIGATION Aug.7 2013
Movants Brief

                 In making          forum        non conveniens         determinations               the     Texas                      Court     has
                                                                                                                      Supreme
                              the   standards       enunciated      by the United                                     Court
routinely applied                                                                           States     Supreme                     Quixtar 315
S.W.3d      at    32    we         regularly consider           United      States     Supreme          Court       precedent         in   both   our

common       law and           statutory        forum non conveni        ens    cases           Movant         admits      that    Texas      takes

its   common-law               forum       non    conveniens        doctrine        from the         equivalent          federal      doctrine
Motion     at    13         Yet Movant           largely ignores      the federal        case     law


RESPONSE          TO MOTION               TO DISMISS        OR TO ABATE COUNTERCLAIMS                                                        Page




                                                                                                                                                         00746
criteria    without           reference               to    the    controlling             legal       standard          Movants                argument wanders


aimlessly             and never         finds          the       truth



           In    direct      contradiction                  of    Movants            argument3 both                 the    U.S Supreme                      Court     and     the




Supreme          Court       of Texas            in their         most recent decisions                      declared           that      substantially greater


deference            must be paid           to         plaintiffs choice                   of forum          whereas                 here            the    plaintiff     lives




within     the       forum Sinochem                        549 U.S        at   430         Quixtar 315 S.W.3d                        at   31     citing       In rePirelli



Tire    L.L.C           247 S.W.3d                670            675 Tex.2007                 plurality            opinion                 This            requirement         of



greater deference              to     the    claimants choice of forum                                 is   deeply       rooted           in   the     common           law    of



forum    non conveniens                 dating             at least to        Koster          American                  Lumbermens Mutual                         Casualty



Co     330 U.S          518     1947              in       which       the     Court       wrote



                        Where          there          are     only       two     parties         to         dispute        there          is    good
                        reason        why        it   should       be tried in the plaintiffs                     home forum                   if   that

                        has been his choice                        He     should       not be                           of the presumed
                                                                                                      deprived

                        advantages               of his      home        jurisdiction            except upon               clear       showing
                        of    facts     which               either               establish            such    oppressiveness                        and
                        vexation            to             defendant            as    to    be        out    of    all                                to
                                                                                                                           proportion

                        plaintiffs           convenience                     which         may        be    shown         to    be     slight         or

                        nonexistent               or              make       trial   in the      chosen forum inappropriate

                        because              of            considerations                  affecting              the          courts               own
                        administrative                     and    legal      problems


330 U.S         at   524     The      Supreme               Court has repeatedly                      confirmed          the     continuing                validity     of this



standard         Sinochem             549 U.S                at   429          American            Dredging              Co            Miller 510 U.S                     443


447448          1994          PiperAircraft                       Co         Reyno 454 U.S 235                          241      1981               yet    Movant       never



mentions        it




                See    Movants              Brief at 13-14



RESPONSE             TO MOTION              TO DISMISS                 OR TO ABATE COUNTERCLAIMS                                                                      Page




                                                                                                                                                                                    00747
               Even     where       the   plaintiff         does     not reside in the              forum             defendant           seeking           dismissal



for    forum       non        conveniens          must make                      showing           that        the    relevant         public          and private


interests        strongly favor               specific         adequate           and       available alternative                   forum DiFederico

     Marriot Intl             Inc     714 F.3d 796 802 7th Cir 2013                                      quoting         Jiali      Tang          Synutra           Intl



Inc       656 F.3d            242    246 4th           Cir.2011 emphasis                           in     original.4           But when               the       plaintiff




chooses          his    home forum                     the    plaintiffs          choice           of     forum        is    entitled       to    even          greater



deference             DiFederico            714 F.3d          at   802-03        citing       PiperAircraft                  454 U.S        at    255-56              The


forum      in    which the          plaintiff     is         citizen       is   presumptively                  convenient            PiperAircraft                    454


U.S       at    256      and        should      be      overridden               only       when         the     defendant           establish                        such



oppressiveness                and vexation             to          defendant           as    to    be     out    of    all   proportion               to    plaintiffs




convenience             which may be shown                      to   be    slight      or   nonexistent                Koster 330 U.S                      at   524      As


long      as   there     is     real showing                  of convenience                 by         plaintiff      who       has      sued        in    his    home


forum            will     normally          outweigh           the     inconvenience                the    defendant          may have            shown               Id



               Overwhelming                 authority                stands       for       the     proposition              that      courts              must       give



substantially           greater deference                to    the     claimants             choice            of forum       when        the     claimant            is




citizen        of the   forum DiFederico                       714 F.3d           at   803        citing        Duha          Agrium Inc 448                        F.3d



867    873      6th Cir        2006         See   also        SME      Racks Inc                  Sistemas Mecanicos                      Para Electronica



S.A    382 F.3d 1097 1101                     11th       Cir 2004               explaining              that    the   presumption                in    favor of the




                 The    Fourteenth           District         Court       of Appeals in Houston                       agrees        Unless             the      balance

weighs heavily            in   favor        of the defendant                    court should              rarely      disturb       the                           choice
                                                                                                                                           plaintiffs

of   forum         In    re    Old   Rep Nat            Title        Ins    Co.No 141001219CV                                       2011     WL            345676          at

     Tex App                  Houston                   Dist Feb                    2011          orig     proceeding               citing       In re          ENSCO
Offshore        Intern        Co      311     S.W.3d          921 92829                 Tex 2010

RESPONSE           TO MOTION              TO DISMISS               OR TO ABATE COUNTERCLATMS                                                                      Page




                                                                                                                                                                                00748
plaintiffs        initial     forum choice          ..   is   at   its    strongest       when      the plaintiffs        are   citizens           residents



or corporations              of this     country          Guidi            InterContinentalHotels                      Corp       224 F.3d 142 146



2d     Cir      2000         reversing          because       the        district     court did not           recognize         that    the       plaintiff         is




entitled        to    greater deference             when           choosing         her   home forum ReidWalen                              Hansen 933


F.2d      1390 1395 8th Cir 1991                                                 should     rarely       be    denied     access       to   courts          of the



United       States           Founding          Church        of Scientology              of Washington             D.C            Verlag 536 F.2d


429 435         D.C          Cir 1976                              should        require positive             evidence        of unusually             extreme



circumstances                and should be thoroughly                     convinced         that    material injustice           is    manifest         before



exercising any such                  discretion     to    deny            citizen     access       to   the courts       of this       country

           In    sum         the   Supreme         Court      has        admonished          that       unless the balance                  is   strongly          in




favor of the defendant                    the                                    of forum
                                                plaintiffs         choice                        should       rarely     be   disturbed                Guf        Oil



Corp            Gilbert        330 U.S          501 508            1947         emphasis           added        and    that    jurisdiction            is    to    be



declined        only in exceptional                 circumstances                      Id   at     504        Forum         non conveniens                   is    an



exceptional           tool    to   be    applied   sparingly              not       doctrine that        compels         plaintiffs         to    choose          the




optimal forum               for their     claim          Boston Telecommcns                        Group Inc              Wood         588 F.3d             1201


1206 9th Cir 2009                       quoting Dole Food                 Co          Watts 303 F.3d 1104 1118 9thCir.2002


           None           of these black-letter           principles            are   acknowledged                or applied            in       the   Motion


yet   they      constitute         the    standard        by which              the   private-interest            factors       and     public-interest




factors    are       to    be judged        Because           Movant            considers     those factors            without         reference            to    the




overarching               standard       Movants         analysis          is   meaningless




RESPONSE             TO MOTION TO DISMISS                      OR TO ABATE COUNTERCLAIMS                                                                Page




                                                                                                                                                                         00749
                           Movant           Relies      on Cases Decided                  Under an        Inapplicable               Statute           Under
                           the   Common             Law        the    Standard            for Dismissal          Is   Much More                Stringent



              The        argument presented                   by Movant                contains    another        material           error       it   fails   to




distinguish              cases   governed          by   the   common            law from cases governed                   by   the    Texasforum            non


conveniens               statute   TEX CIV PRAC                       REM         CODE      ANN         71.051        West 2005                The     statute




is    applicable          only to actions           for   personal         injury       or wrongful death             TEx CIV PRAC                       REM

CODE      ANN              71.051i West 2005                     so   it    has no bearing         here      Forum non               conveniens          cases



under      the      common         law      are    clearly       distinguishable               from cases         under        the        statute     Liberty



Mutual Ins               Co      Transit      Mix       Concrete       and Materials              Co.No       06-12-00               17-CV 2013           WL

3329026             at        Tex App                   Texarkana          June        28 2013      no pet        h.       Movant            cites    several



cases     that    were governed              by    the    statute not by the              common law          but     Movant              fails to    mention


the    statute      or    advise   the       Court       of this important              distinction.5




           Movant had              powerful             incentive      to   gloss over the              distinction        between                          and
                                                                                                                                             statutory




common-lawforum non                          conveniens          analysis           as the    Supreme       Court         of Texas has           observed


in    cases      decided         under       the    common law                   the    private-interest         factors        and        public-interest




factors       must strongly favor                       the   movant        in   order for dismissal to be                 warranted             but under



the    statute            mere tipping         of the balance              in    favor of the movant             is all    that      is   required       In re



Ensco      Offshore           International             Co      311 S.W.3d              921 928-29         Tex 2010




                 See Motion            at   14 citing         In re Ensco          Offshore       International            Co        311 S.W.3d          921
927-28        Tex 2010                 In    re    BPZ        Resources           Inc      359    S.W.3d         866       869-70           Tex App
Houston                    Dist 2012 16 citing In rePirelli Tire L.L.C 247 S.W.3d                                                            670 677-78
Tex 2007                  Gomez de Hernandez  Bridgestone/Firestone North American                                                           Tire     L.L
204 S.W.3d               473     483    Tex App                 Corpus Christi 2006                  pet    denied

RESPONSE            TO MOTION               TO DISMISS          OR TO ABATE COUNTERCLAIMS                                                              Page




                                                                                                                                                                   00750
II          When       the    Correct Standard                    Is    Applied           to    the       Relevant         Facts
            Dismissal        Is   Wholly           Unwarranted


                       The Motion             Must Be Denied                       Because           Mexico         Is   Not
                       an Adequate                and Available               Forum             for this         Case


            In     order to prevail on              motion       to    dismiss for forum                   non conven lens             the   movant           must


first    demonstrate          that    there       is       specific            adequate               and available            alternative            forum

DiFederico            714 F.3d       at    802 quoting           Jiali        Tang 656            F.3d at        246       Movant        fails        to   identify



the     specific     forum advocated                by him            he    asserts       only that          the    Executor        should                         his
                                                                                                                                                  pursue



claims      in     Mexico      But Mexico                has     federal       system           in    which       states    enact     and enforce              their




own       laws      and laws         vary     from one Mexican                          state    to       another         Neither      the       Motion            nor



Movants            Brief says     where       exactly           Movant        contends           that      the   Executor should have asserted


his    claims        Movants         expert        witness however                       refers       to   the   laws      of the   Mexican                State    of



Tamaulipas            so   we presume             that    Tamaulipas               is   the    alternative         forum proposed by Movant


            For three reasons Tamaulipas                         is   not an available and adequate                            forum     for litigation             of



the    Executors           claims         first    the    courts       of Tamaulipas                 would not have             jurisdiction               over    the




Executors           claims   against       Movant          or   over       Movants             third-party         claims      against    Sylvia Dorsey



and Adriana           Longoria              second         the     legal      theories           underlying          the    Executors             claims           are




            not recognized            in                          or anywhere
simply                                     Tamaulipas                                           in    Mexico             so no remedy            is    available



there        third the       Executors            claims        would be barred                      by      one-year       statute      of limitations



Each     of these three        points       is by itself              fatal   to    the       Motion




RESPONSE           TO MOTION          TO DISMISS                OR TO ABATE COUNTERCLAIMS                                                                   Page




                                                                                                                                                                         00751
                                           The Courts                of Tamaulipas                 Would         Not Have            Jurisdiction             over the
                                           Executors                Claims Against Movant                             or His Third-Party Claims



             Exhibit                to    this   response            is   the      Declaration           of han        Rosenberg                 highly       qualified



expert       in    Mexican               law     Mr      Rosenberg                testifies       unequivocally             that    if   the   Executor         were      to




file    in    Tamaulipas                  the    claims         that        he    has        pleaded     as   counterclaims                here        the     court      in




Tamaulipas would almost certainly                                          dismiss those claims               sua sponte for lack ofjurisdiction



Rosenberg               Decl        at   9-10     1JI     8-34             The      Executor would face insurmountable                                 problems of


both     subj      ect-matter jurisdiction                     and personal                  jurisdiction         whether or not Movant purports


to    submit           to   the jurisdiction             of         court in Tamaulipas                     Id   at    10   1JJ     28-37         Consequently


the    alternative                forum proposed by Movant                              is   unavailable         and    the        Motion must be              denied



                   should                  be    noted                           same
             It                    also                       that     the                   jurisdictional        problems attend                the       third-party




claims       of    Movant            against       Sylvia Dorsey and Adriana                             Longoria            Neither           of the Third-Party



Defendants                  will   voluntarily submit                  to    the    jurisdiction          of the      courts       of Tamaulipas               so there



can    be    no argument                  that    the    third-party              claims        could    be   tried     there                          to    Movants
                                                                                                                                     Contrary



assertions the                 amparo        proceeding              filed       by Sylvia Dorsey and Adriana Longoria                                  in       federal




court in Mexico                    does    not subject              them     to    the jurisdiction           of any Mexican                   court in any other



proceeding                   Rosenberg            DecI         at    12-14         IJIJ      43-52        Movants            third-party          claims         against



Sylvia and Adriana                       cannot     be    tried        in    Mexico


             The            Supreme        Court         has        held     that       the      inability       to    implead           potential          third-party




defendants                  has    bearing       on aforum non conveniens                              determination               PiperAircraft              454 U.S


at   259          In    that       case     the    putative            third-party             defendants         were       citizens          of the       alternative




forum        so        their       citizenship          militated in              favor       of dismissal             Id     Here on            the    other     hand



RESPONSE               TO MOTION                TO DISMISS                OR TO ABATE COUNTERCLAIMS                                                            Page       10




                                                                                                                                                                               00752
Movant         has pleaded                third-party            claims    against two            residents       of   Houston             Texas.6        Neither       of



them     is   amenable               to    service          of process          in   Tamaulipas           or    subject        to    the   jurisdiction          of the



courts       of that       State           Rosenberg             Decl      at   9-10



             But     it
                          might be argued Movant                                third-party        claims       against his sisters               may be pursued


in   Houston         after      litigation           of the Executors                 claims      is   concluded          in   Tamaulipas               Even     if that




is   true     the    inconvenience                     associated          with                                                                         factor    to   be
                                                                                      having       multiple         proceedings              is




weighed        in the       forum           non conveniens                 analysis



                           It   is   true       of course           that    if             defendants            were found               liable

                           after          trial     in the   United        States         they could          institute     an action        for


                           indemnity              or      contribution          against         these parties          in    Scotland            It


                           would be            far     more convenient                    however        to    resolve       all    claims       in

                           one       trial




Id     see    also Boston                  Telecommcns                    588 F.3d         at    1211    the        inability         to    implead          potential




third-party         defendants                 can     be        factor              So   the    existence        of   Movants             third-party           claims



cuts   against       his        motion         to    dismiss



                                          Tamaulipas               Is     Not an Adequate                 Alternative               Forum          Because
                                          It   Provides           No Remedy                for the Executors                   Causes            of Action



            The     Executors                  causes       of action       for      breach      of fiduciary duty                 do not    exist      in   Mexican


law    generally           or the law                of Tamaulipas              in   particular          Rosenberg             Decl         at    11    JJ       9-40

Unlike        Texas Mexico                     does        not    recognize           or enforce         fiduciary           duties        based on informal



fiduciary relationships                        or private          trusts        Id       In fact       Mexican         law        does    not        recognize        the




existence         of private              trusts     at    all    Id       Mexican          law only recognizes                     trusts       created      through




               See        Counter-Defendant                       Shelby Longorias                  Third-Party             Petition       Aug 30             2013      at

     2-3
RESPONSE            TO MOTION                  TO DISMISS              OR TO ABATE COUNTERCLAIMS                                                              Page     11




                                                                                                                                                                             00753
federally-licensed               financial       institutions             subject        to    regulatory         directive         and oversight            Id     at




11      11           Mexico       would provide               no recourse            or       remedy        so    as      matter         of law     no court        in




Mexico         would be          an    adequate        forum        for   litigation           of the Executors                counterclaims.7



                                       Tamaulipas             Is    Not    an Available              Alternative              Forum Because
                                       the    Claims Would                Be Barred               by Limitations               There


           The        testimony         of Ilan        Rosenberg            also     establishes             that       if   the    counterclaims            were



pleaded        in   Tamaulipas           they would be barred                  by         one-year          statute      of limitations                Rosenberg


Decl      at   11-12       JJ 41-42              This too dooms                    the    Motion As                     matter      of   law no          adequate



alternative           forum       is   available        if    the    statute       of         limitations         has     expired         in     the     proposed


alternative          forum See e.g Bank of                          Credit and           Commerce            Intl       OVERSEAS                  Ltd        State



Bank ofPakistan 273                    F.3d     241 246 2d Cir 2001 Mercier                                        Sheraton          Intl        Inc 935      F.2d



419423-24 1St Cir 1991                           Kontoulas                A.H       Robins          Co       Inc 745          F.2d       312316          4th Cir


1984       Vicknair              PhelpsDodge            Indus        Inc       767 N.W.2d               171       177-78       N.D 2009                  Delfosse



     C.A.C.I         Inc.-Federal             267 Cal Rptr 224 227-29                            1990            SanwaBank                Ltd          Kato 734


So.2d     557        561    Fla        Dist Ct        App 1999                 Jones             Prince          Georges           County         378     Md     98

835   A.2d 632             646   2003           Kennecott Holdings                    Corp              Liberty         Mut    Ins       Co       578 N.W.2d



358 361-62            Minn 1998                  Shewbrooks                 A.C andS Inc                          529 So.2d          557 561-62 Miss


1988           Varo         Owens-Illinois             Inc         948 A.2d 673                 680-8        N.J        Super        2008          Marchman




                The        expert      testimony         proffered          by Movant                on     this    point      is   unavailing             Carlos

Gabuardi            testified     to    the     general           propositions            that      Mexico              allows       claims        for     money
damages             and Mexico               allows          party to      seek      contractual            or extra-contractual                   damages
Affidavit       of    Dr    Carlos       Gabuardi            at      JJ 29-30 He                    did not         however              state    that    Mexico

recognizes            cause      of action       for   breach        of fiduciary duty arising                         out of an     informal            fiduciary

relationship          or     private trust             His    testimony         is   too general             to    be    of consequence



RESPONSE            TO MOTION            TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                               Page    12




                                                                                                                                                                         00754
      NCNB          Texas         Nat Bank          898 P.2d          709 724        N.M          1995               Binder             Shepard Inc                133



P.3d     276 278-80 Okia 2006                                 Jessop         ACE Indus LLC                           859 A.2d 801 803                   Pa.Super


2004           Kedy              A.W       Chesterton          Co      946 A.2d           1171 1183-84 R.I                         2008


              Thus          for    three    independent           reasons           Tamaulipas             is    not       an    available         and adequate



forum         for    litigation        of the Executors                claims       against      Movant


                            The Motion             Must Be Denied                  Because           the   Private-Interest                    Factors and
                            Public-Interest              Factors           Do Not     Favor          Litigation                 of This Case in Mexico



              The     Motion           also    must be          denied      because        the       relevant             private-interest           factors       and



public-interest                  factors      do    not       clearly        show         facts        which              either               establish       such



oppressiveness                    and vexation           to      defendant           as   to    be     out       of       all   proportion         to   plaintiffs




convenience                 which may be shown                  to    be   slight    or nonexistent                  or          make      trial   in the    chosen



forum inappropriate                    because          of considerations            affecting          the      courts          own     administrative            and



legal    problems                  Koster 330 U.S                at   524


              In    Quixtar         the    Supreme            Court    of Texas       identified           the relevant                 factors     after    noting



that    the    central            focus    of the forum          non conveniens                inquiry          is   convenience               315 5.W.3d            at




33     quoting         Reyno 454 U.S                    at    249          The      well-known             Gulf Oil              factors      direct     courts      to




consider           both public and private                interest     considerations             in   forum non conveniens                         dismissals


315 S.W.3d             at   33     citing     Gulf Oil 330             U.s    at    50809              Private considerations                       include



the    relative        ease of access              to   sources       of   proof               the     availability of compulsory                           process



for    attendance            of unwilling and the                 cost of obtaining               attendance                of willing         witnesses


the    possibility of view                    of premises             if   view would be               appropriate                 to   the   action               the




RESPONSE             TO MOTION              TO DISMISS           OR TO ABATE COUNTERCLAIMS                                                                  Page    13




                                                                                                                                                                          00755
 enforceability          ofajudgment once                       obtained                 and          all otherpractical                problems thatmake


trial   of     case     easy expeditious                   and inexpensive                          Id quoting Guif Oil 330 U.S                                 at   508

             Public      considerations                  include                                                   difficulties                for   courts          when


litigation       is   piled     up     in    congested          centers         instead             of being       handled         at    its    origin                     the




burden of jury duty.                        that    ought      not to be imposed upon the people                                  of     community                   which


has no       relation    to    the litigation                    local      interest           in   having      localized         controversies                 decided



at   home        and           avoiding            conflicts     of law         issues              Quixtar 315 S.W.3d                    at    33-34        quoting


Guf     Oil 330 U.S              at   50809

          None        of these factors              militates        in   favor of the alternative                     forum proposed by Movant



                                      All of the Private-Interest                              Factors

                                      Point        to   This    Forum               or   Are Neutral


                                                   Access       to   Relevant              Evidence           Is    Far Greater                in   This Forum


          The        Executor         lives   in    Houston Texas and                          derives      his    authority        from an order of                      this




Court         Movant          lives     in    McAllen            Texas               The       Third-Party            Defendants                    impleaded              by



Movant          live    in    Houston Texas                    Thus        three of the               four parties       to   the       litigation         that      is   the




subject      of the Motion             live    in       Houston Texas and                       all      of them      live   in   Texas.8



          And many             other key witnesses                   live      in    Texas          as   well      These include


                        Eduardo            Longoria           Jr also          known           as     Wayo          Longoria who                     is   Dorothys
                        other child           the brother               of Shelby               Sylvia       and Adriana                  and who               lives       in

                        Austin        Texas



                        Adrian Hernandez                      who    served as the personal                     accountant             ofboth Dorothy and

                        Movant          and whose              office     is    in       Houston Texas



                In    addition        to    Exhibits            and         attached            hereto evidence                   supporting              the     facutal

assertions       in this      response         will      be    offered         at   the hearing            on   the    Motion


RESPONSE         TO MOTION TO DISMISS                           OR TO ABATE COUNTERCLAIMS                                                                       Page       14




                                                                                                                                                                                 00756
                             Pepe Treviflo                lawyer      who        provided        estate-planning services                      to    Dorothy and
                             her husband            and whose           office           in                    Texas
                                                                                    is          Laredo


                             Movants           wife       Tita      Longoria         who         lives     in    McAllen           Texas            and who           has

                             knowledge          of Dorothys                relationship          with     Movant and              transactions affecting

                             the property of Dorothy




                             Carolyn       Beckett                lawyer     in   Austin          Texas who            has    represented             Movant           in

                             various       matters related            to his     parents estates                including          dispute with Adriana

                             Longoria         over    Movants              performance of                the    Private Agreement                         in   2010



                             Attorneys          accountants                and     appraisers            involved       in          2007        transaction

                             negotiated         and consummated                    in    Texas            between       Movant            and        his       brother

                             Wayo      Longoria            in     which      Wayo          was     paid        about   $24000000                    for    his    forty

                             percent       interest       in        trust    containing            stock        formerly          held    in    the       names        of

                             Dorothy and her husband



                             Dorothys          friends         physicians          and caregivers               with   whom         she spoke             about       her

                             property         and about         Movant and           her other children during                      the    last      seven       years
                             of her    life    when       she lived         in    Houston9



Against          this   array of witnesses                 Movant          claims        that    the   following       witnesses           live      in    Mexico


the   witnesses              to   execution          of        will   by Eduardo                Longoria         Sr    Dorothys husband                               the




witnesses                execution             of
                   to                                     trust     agreement            by Eduardo              Longoria            Sr             and Eduardo



Longoria           Sr.s       legal advisors                all    of the Banca           Afirme employees who                       managed               the trust



and   all   of the employees of the Mexican                                Trusts Mexican                businesses               Movants            Brief at         20

The   supposed               need    for      the testimony           of these witnesses                  is   contrived



            The Executors                  counterclaims              do   not contest the will signed by Eduardo                                                     Sr
                                                                                                                                                    Longoria


  so no testimony                  from those who witnessed                        the signing           of that   will      is   required Likewise



                  These witnesses                will     be      specifically       identified           at the   hearing         on    the        Motion

            10
                    See           ORIGINAL          COUNTERCLAIMS                   OF JAMES              THOMAS DORSEY                        INDEPENDENT
EXECUTOR                OF    THE      ESTATE OF DOROTHY                           LOUISE          LONG0RIA               DECEASED                   TO        SHELBY


RESPONSE           TO MOTION TO DISMISS                             OR TO ABATE COUNTERCLAIMS                                                                  Page   15




                                                                                                                                                                            00757
the    counterclaims             do    not     dispute          that       Eduardo             Longoria              Sr     signed        the     trust       agreement


referenced         in    Movants              Brief             so        the    testimony            of       the    witnesses             to       that     signing        is




unnecessary             Movant          does        not    explain              why     the    testimony              of    unnamed              legal       advisors        of



Eduardo      Longoria            Sr     or     unnamed employees                           of Banco            Afirme         or   unnamed employees


of the     Mexican       Trusts Mexican                    businesses                   would be necessary                    Of course                 since      Movant


controls     those       Mexican         businesses                  he    easily        can       obtain      from them whatever information



might be needed              Thus            all    of the     witnesses                who have been                 specifically             identified          to    date


and whose         testimony           will    be     relevant to the                counterclaims                pleaded          by      the    Executor               reside



in    Texas and most             of them reside in the                          vicinity       of   Houston Texas                      To       state       the   obvious


the    location     of this Court            is    far   more convenient                   for      such       witnesses       than the location                    of any



court in    Nuevo Laredo                Tamaulipas                   which         is   about       300 miles away


           But distance           is    not        the    only       obstacle                 or    even       the     most daunting                    obstacle             to




obtaining     in    Tamaulipas               the     testimony             of witnesses              residing          in   Texas              The      United          States




Department of           State     has    issued            Travel               Warning             about       the    security        situation             in   Mexico


It   was   issued    on July           12 2013 and                        copy     is    attached         as     Exhibit             It    provides                chilling




view of     travel      in the    border             region               which          of course             includes       Tamaulipas


                     Gun         battles           between            rival        TCOs                                           Criminal

                     Organizations or with                           Mexican             authorities           have taken          place          in

                     towns and               cities       in   many             parts     of    Mexico               especially           in     the

                     border region                   Gun       battles          have occurred               in   broad daylight on
                     streets      and    in        other public            venues          such      as   restaurants and clubs




LONGORIAS            AMENDED CONTEST                           OF 2010 WILL Sept                          26 2013

RESPONSE       TO MOTION                TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                                        Page      16




                                                                                                                                                                                  00758
                      The        number            of    kidnappings                and disappearances                          throughout

                      Mexico               is    of particular            concern               Both        local     and         expatriate

                      communities                  have been victimized                              In   addition           local        police

                     have been implicated                           in    some      of these incidents




                     Carjacking                  and highway robbery                      are    serious problems                    in    many
                     parts            of    the     border           region          and        U.S         citizens            have       been

                     murdered               in    such    incidents                  Incidents have                 occurred            during
                     the     day and               at    night       and carjackers                   have     used              variety         of

                     techniques                  including          bumping/moving                        vehicles      to      force them

                     to    stop and running                    vehicles          off the        road at high           speeds


Exhibit        at    1-2    emphasis                added                The     situation           in   Tamaulipas               is     so    bad      in   fact    that




employees of         the   United           States       Government              have been directed                   to    defer non-essential                  travel




to   the state of Tamaulipas                      and    are   prohibited from personal                          travel          on Tamaulipas highways


outside    of Matamoros                and Nuevo Laredo due                          to   the tenuous               security       situation              Ex         at




When        travel    for    official
                                                  purposes           is    essential            it   is    conducted             with          extensive       security



precautions          Id     at         emphasis             added              While        the general               public         is    not    forbidden          from



visiting    places categories                   under defer non-essential travel                                USG             personnel         will    not be     able



to   respond    quickly          to   an        emergency           situation       in    those areas due                  to    security precautions                 that




must be taken         by    USG            personnel           to   travel     to   those        areas Id


           Movant      himself              admits        that                       violence              street     shoot-outs                 kidnapping           and


extortion       have       been        persistent                threats         along          the       Mexican          border          to     this    very       day


Movants        Brief at               For       Movant         to   claim that        Tamaulipas               is      convenient venue                          in the




face of these harsh              realities              betrays      again his lack                  of candor        toward            the     Court




RESPONSE       TO MOTION                   TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                                  Page       17




                                                                                                                                                                               00759
             In   light       of the indisputable                danger of             travel    in       Tamaulipas            it   is    established            beyond


peradventure             that     for the litigants             themselves              and   for
                                                                                                      many      other witnesses                 whose testimony


is    definitely        needed         Houston             Texas        is     far     more convenient                  forum than Tamaulipas



                                       Compulsory                 Process for Attendance                                of Unwilling                  Witnesses               Is

                                       Available            in    This       Forum              But       Not      in    Mexico                and     the        Cost        of

                                       Obtaining Attendance                            of Willing           Witnesses            Is   Much            Less Here


             All of the witnesses               who        live   in    Texas can be compelled by                             this   Court       to testify            either




in    person      or    by deposition                See    TEX              CIV             176 205           None           of them          can    be    compelled


to    give   testimony            in     Mexican            proceeding                 For those witnesses                     who             despite       the       grave



danger       described          above         might be willing                    to   travel        voluntarily to Tamaulipas                             the   expense



of security        precautions          is   prohibitive            As Movant                has identified             no Mexican              witnesses          whose



testimony          is   relevant to       the    Executors               counterclaims                    this factor         cuts                     dismissal
                                                                                                                                      against



                                       No View             of   Any     Premises Will Be Needed


             There       is    no need        for     the       trier    of fact        to    view         any premises                   as   Movant            admits


Movants           Brief at        24


                                         Judgment                of This          Court Would                 Be    Fully Enforceable                        as    to

                                       All Parties                Judgment               of      Mexican Court Would                                 Not


             Movant           ignores    this    factor           and    the      reason        is   obvious             it   undercuts              his    argument


Movant        lives      in   Texas and         he filed in this Court the will contest which                                        commenced               this       case


The    Executor           pleaded       his   counterclaims                  in   response           to    Movants            will    contest              Thus         if   the




counterclaims             are    allowed        to    proceed           in this        Court the judgment of                     this      Court       will       be     fully




enforceable             against    Movant and                   of course the Execitor




RESPONSE TO MOTION                       TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                                      Page         18




                                                                                                                                                                                   00760
          In   addition            judgment entered by                  this       Court       on Movants               third-party         claims       against



 Sylvia   Dorsey and Adriana Longoria                              would be             fully   enforceable               As       both     of them       live       in




Houston        the    Court unquestionably                     may    exercise            personal            jurisdiction         over    them


          If on the other           hand         the    counterclaims              are   dismissed             as   requested       by Movant            he will



not be able to pursue              his third-party           action        as     no court          in   Tamaulipas           as jurisdiction           over        the




Third-party          Defendants              Rosenberg              Decl           at    9-10            The        litigation      will     then       become


fragmented            Duplicative          proceedings              and multiple               judgments              will    be   required



                                                 The     Practical         Problems                 and Expense               of

                                                 Proceeding           in   Mexico              Are Far Greater


          Movant        has    not identified               any   specific         problem           that      will   arise      from      litigation     of the



Executors           counterclaims           in this      Court but         will         not arise        if   the   Executor pursues               his    claims



in     court in Tamaulipas                  We         on   the   other    hand have                 identified         significant         problems with



litigation     in   Tamaulipas             We     have proven              and Movant has admitted                             that    Tamaulipas              is   an



exceedingly          dangerous place                   so anyone        traveling          there         must incur unreasonable                        risk    and


incur substantial        expense           for   security          Ex        at         Movants               Brief at         This factor         therefore



points away         from Tamaulipas



          Movant        argues       that    this       case      should          be dismissed                because         documentary            evidence



regarding      the Mexican          businesses              in    which Dorothy had owned interests                                   is   kept in   Mexico


Movants        Brief at       19       similar situation                was        faced       in   Boston Telecommunications                            Group


Inc       Wood        Although        it    was foreseeable             that       documents                located      in   Mexico        would have               to




be    obtained       the court noted             that    there are      established                 legal      processes           such      as   the    HAGUE


CONVENTION ON TAKING OF EVIDENCE                                     ABROAD               IN    CIVIL         OR COMMERCIAL MATTERs                                 23




RESPONSE        TO MOTION            TO DISMISS                OR TO ABATE COUNTERCLAIMS                                                                Page        19




                                                                                                                                                                          00761
 U.S.T 2555               1968            by which           this    can     be   done and             need     to   invoke            those processes           does



 not compel            dismissal for forum                   non conveniens                  Any        court..            will    necessarily face some



 difficulty          in   securing           evidence         from abroad                but    these        complications               do    not        necessarily



justify    dismissal 588 F.3d                         at    1288     quoting Tuazon                    R.J Reynolds Tobacco                         Co      433 F.3d



 1163     1181            9th Cir        2006

           More           importantly            Movants             position       is   disingenuous           because           he     controls the entities



that    own     the documents                   and    he    lives    in   Texas         Cf Boston Telecommc                        ns        588    F.3d at    1208



finding         it    was      reasonable              to    assume          that    documents           which         the    movant            represented              to




belong     to        foreign      entities       were       in the    possession            of the chief executive                     officer        who    resided



in   California and effectively                       managed          the    companies            from there               Movant            has presented          no


facts    on which           the     Court      could        base      conclusion            that   production          of the documents                    would be



unduly inconvenient                     or    expensive              The    concern         about      access    to    documentary evidence                         is




red herring



                                        All of the           Public-Interest              Factors Point               to    This        Forum


                                                      The Dispute             Originated               Here and There Are No Greater
                                                      Administrative                Difficulties         Here Than                 in    Tamaulipas


          This         dispute          arose    in    Texas          Movant          has      lived    in    Texas        since        the    1970s           While


living    here        his   fiduciary duty to Dorothy                        arose under Texas law                    and     the       Executor contends


Movant        breached            his    duty under Texas                  law Dorothy Longoria                      lived in Texas                 for   her last 25



years and lived                in    Houston           for    her     last    seven       years         The     alleged           acts    and omissions              of



Movant         therefore            harmed            longstanding            citizen       of this    forum Dorothys                     will      was admitted


to   probate         in this   Court         and her        estate    is   pending        in this      Court         Movant            himself       commenced



RESPONSE             TO MOTION               TO DISMISS              OR TO ABATE COUNTERCLAIMS                                                               Page    20




                                                                                                                                                                              00762
 this legal         proceeding              by     filing   his        will       contest    in this       Court             This        litigation     originated           in




 Texas and must be                    decided         under        Texas law


            Movant          has       not asserted           let       alone proven               that    this       Courts docket              is   more congested


than that       of the courts               of Tamaulipas                    The     Court    has                         issued          Docket       Control        Order
                                                                                                         already



setting       the   case        for   trial    on    May 19 2014                     In   this     Court         the       Executors            counterclaims              will




be   adjudicated            promptly                There     is       no evidence            that         Tamaulipas court would address                                   the




merits of the           case      more         quickly        than this Court                 or that           litigation         in    Tamaulipas           would be



administratively                 easier          Indeed       there          is   every     reason        to    believe           that    the   opposite        is   true



                                                      This Community                        Has      the       Strongest            Relationship              to     the

                                                      Litigation                  So the Burden of Jury Duty                               Belongs Here


            Both Movant                      the    alleged        wrongdoer                 and Dorothy                     the    alleged          victim          resided



in   this      forum        for       the     last    25    years            of     Dorothys             life        so    this    forum        has     the    strongest



relationship          to   the    litigation           Dorothy died                  in   Houston           her will was                 probated       here and her


estate    is   being       administered              here        all    in    accordance            with Texas              law Imposing                the    burden of



jury duty here             is   justified            Doing       so     in    Mexico         is   not



                                                     The Dispute Arose in Texas Between Texans so This Forum
                                                     Has the Stronger Interest in Deciding the Controversy


            Because Dorothy lived and died                                    in    Texas         her estate          is    being        administered          in    Texas


and her        estate      has    claims           based on             fiduciary duty              owed         to       Dorothy by another                  resident of



Texas       this    State        has an       interest      in                       the claims                 an    interest
                                                                   deciding                                                          far   greater than any that



could    be     articulated            for    the State          of Tamaulipas                    The     Legislature               of this State        has       enacted



an   array of statutes                designed        to    ensure           that                   courts                  exercise
                                                                                     probate                     may                        jurisdiction           over     all




RESPONSE            TO MOTION                 TO DISMISS               OR TO ABATE COUNTERCLAIMS                                                                   Page     21




                                                                                                                                                                                  00763
matters        related        to       estates         pending         in   those courts            See      e.g     TEx PROB CODE ANN                                       4A


providing            that     courts         exercising original                    probate       jurisdiction           also    have                                over     all
                                                                                                                                            jurisdiction




matters related              to    probate         proceedings                 4B defining           matter        related          to     probate           proceeding


to   include        any claim by                       personal        representative             on behalf        of an        estate         4F conferring                  on



statutory          probate         courts      exclusive           jurisdiction           over     all   probate     proceedings                       SB authorizing



statutory          probate         courts         to    transfer       to    themselves          actions     pending            in district        or county           courts



if   they are related                   to   an    estate        pending        in   the probate         court or        if   the    personal           representative



of such       an     estate        is        party         Underlying these                 statutes        is     strong        public        policy          in   favor of



consolidation               in the       probate          courts        of    all   matters       related     to   the    estates         administered               in    those



courts         The       same            public          policy        also     stands       in    opposition            to     dismissal              for    forum         non


conveniens            of an        executors               claims       pleaded           on behalf          of an   estate              in the    probate          court in



which        the    estate        is    pending


             Movant          cites       one case supposedly                         in   the    probate         context             Gallego                 Garcia         No

07-CV-1185 2010 WL2354585                                          S.D         Cal June9            2010           Motion           at   17-18          While       itis    true




that    in    Gal/ego             the plaintiffs             were           personal      representatives            of an          estate        it   is    not    true    that




they brought           their       claims          in the    probate           court presiding              over the estate                Rather they brought


their    claims        in              federal          district        court        with       jurisdiction         based           solely        on                         of
                                                                                                                                                             diversity




citizenship           Moreover                the        facts    in    Gal/ego        are easily         distinguished                  the   defendants             were


Mexican            corporation            and          citizens    of       Mexico          Gal/ego         has    no precedential                     value       here




RESPONSE TO MOTION                            TO DISMISS                OR TO ABATE COUNTERCLATMS                                                                   Page 22




                                                                                                                                                                                    00764
                                                    Maintaining                the Litigation                 Here Avoids
                                                    an Issue             of Conflicts            of   Law


           The        Executors          pleading              states       explicitly       that      it    is   founded            entirely      on Texas                law


Movant          asserts    that    Mexican               law might supply                the      rule       of decision             but      in typical            fashion


Movant          fails to   explain         why       that      is   so      We     repeat         the       Executor           is   not     in this          proceeding


contesting             will    signed         by Eduardo              Longoria           Sr       the       Executor           is    not    in this          proceeding


contesting             trust    agreement signed                      by Eduardo            Longoria                Sr        the    Executor           is    not     in    this




proceeding             asserting              cause       of action           under Mexican                       law        the    Executor            is    not     in    this




proceeding            seeking      relief      from any individual                     residing in Mexico                          or any Mexican                   business



entity     There simply             is   no basis         for   Movants            assertion           that       the    Executors            counterclaims                 are




governed         by Mexican              law


           The     counterclaims              are    based          on      fiduciary duty undertaken                              and breached               byMovant


while he        was       resident of Texas                    The       counterclaims                also    are       based       in part       but        not entirely



on   the    Decedents              community-property                         rights     under Texas                     law         Dorothy            and Eduardo



Longoria        were married             in   Texas which                   establishes that            their       marital estate            was            community


estate      They were             living      together           in    Texas       when Eduardo                    died            The     marriage           began and


ended      in   Texas          Under       Texas          law         all   of their     property             at   the       time        of Eduardos                death     is




presumed         to    have been community                          property           If   Shelby           Longoria               contends        that       it   was     not



community property                  then       it   is   his   burden         to   prove so            And         if   he    thinks that         he     can        carry his



burden by offering                  contract             supposedly            made         in   Mexico             then       he     is   free    to    try         But    the




issue    remains       one of Texas                 law




RESPONSE          TO MOTION              TO DISMISS                 OR TO ABATE COUNTERCLAIMS                                                                       Page     23




                                                                                                                                                                                   00765
           But even            if    it
                                           may happen              that     Mexican            law   comes            into    play      the need            to     apply



 foreign law        is   not in itself reason to apply the doctrine offorum non conveniens                                                                Schexnider



    McDermott             Intl            817      F.2d    1159       116364             5th     Cir        rehg         denied          824 F.2d 972                 5th


 Cir 1987         cert.Juled              Oct 13 1987                 Accord         Manu        Intl        Avon Prod                  641    F.2d        62    68    2d

 Cir 1981                      must guard               against an excessive              reluctance             to   undertake         the    task of deciding



 foreign    law

           In     sum     no    factor           militates     in    favor of       Movants             position             and every         factor       militates




strongly        against       it     with        one exception              and the exception                is         factor        that    points in neither



direction         Movant            has     failed        miserably         to   carry his       heavy burden                    to   show         that   this   is   one



of the     exceptional               cases         in   which forum              non     conveniens              should        be applied            to    deprive



resident of this forum of his right to                               bring claims              in this     forum


                                     RESPONSE                 TO MOTION FOR ABATEMENT

           After         27                     of      fervent                          for                          dismissal         of                Executors
                               pages                                 argument                    outright                                      the




counterclaims             Movant                makes         half-hearted              request       in    the alternative                  for    abatement of


them Motion              at    27-29             Movant       asks        the    Court    to    abate      the    counterclaims               until       two things



happen               Movants                    will     contest     is    fully    adjudicated              and                  certain          proceeding           in




Mexico       is   fully       adjudicated                 Neither         the    will    contest      nor the           Mexican          case       provides          any


justification       for       abating           the     counterclaims



          According             to        Movant          there are         two     reasons          why    the        Court      should           allow     his      will




contest     to    proceed           to     trial      while   the    Executors             counterclaims                 are     abated            First Movant



claims     that    the    Executor               James Thomas Dorsey has                                conflict             of interest           which renders




RESPONSE          TO MOTION                  TO DISMISS             OR TO ABATE COUNTERCLAIMS                                                                          24
                                                                                                                                                             Page




                                                                                                                                                                             00766
him incapable                   of performing                his    fiduciary duties                Motion            at   28      The        supposed              conflict       of



interest        is   based           on             Movants             wholly        unsupported              assertions              that      Mr        Dorseys           wife


Sylvia         Dorsey            misappropriated                    funds          belonging       to     Dorothy            during           her lifetime and



Movants              wholly unsupported                        assertion            that    Mr   Dorseys             son Wayo Dorsey                            stole from


Movant          electronic                files    relating       to    Mexican            businesses          and         Mexican               trust        Motion        at   28


Sylvia and            Wayo Dorsey                       categorically              deny these accusations                        but even if one assumes                          for




the     sake    of argument that                        they are true          they provide         no basis           for   abatement of                     the   Executors


counterclaims                   against           Movant


           Movant               is   not          beneficiary          of the Estate          of Dorothy             Louise            Longoria               The    Decedent


left    nothing        to      him     in    her will which this Court                        admitted          to    probate               Movant            therefore           has



no standing            to      complain about                the       Executors            supposed       failure          to    investigate alleged                     torts   by


Sylvia         against          her       mother            As     for    the       alleged      theft    of    computer                files         by   Wayo Dorsey

Movant          offers         no reason why                the     Executor would be responsible                                 either         to    investigate         that    or



to   redress         it        And even            if   Mr     Dorsey were removed                        as    Executor based                        on these supposed


conflicts            of interest                  the Court        certainly         would appoint                   successor              who would               be    equally



responsible               to    pursue            the    estates         counterclaims             against           Movant                 So        there    is   no     logical




connection            between               the     facts    creating the             supposed           conflicts           of interest                   and abating            the



counterclaims                  until      the      will   contest        is   concluded            Movants                 argument makes                      no sense


           The        second reason                      why      according            to   Movant         the       counterclaims                     should        be    abated



until    the    conclusion                of his will contest                 is   that          the     will   contest           is   successful              Tommy may

lose     his    capacity             to     pursue            claim        against                                   Motion            at   29           Once       again         the




RESPONSE             TO MOTION                    TO DISMISS             OR TO ABATE COUNTERCLAIMS                                                                        Page 25




                                                                                                                                                                                        00767
conclusion         does    not follow           from    the     premises           Even       if   the    will   contest      is    successful        there




will    be      personal       representative of the Estate                   of Dorothy Louise                  Longoria           and   that     personal



representative will have the same                       duty and           legal   capacity          to   marshal      the    assets      of the estate



The most valuable                assets     are the     claims        against      Movant          Shelby        Longoria           The     will    contest



cannot        obviate      the need to litigate               any     of           counterclaims                    Movants          Brief at



             While abatement would serve no salutary                                                it                would have undesirable
                                                     purpose                                             certainly




consequences              To     state    the    obvious        the    requested         abatement            would cause              lengthy        delay



in the       disposition       of the counterclaims                  Abatement           also      would cause          an    enormous             waste    of



the    resources        of the    Court         and   the    litigants       because          discovery          needed       for   the     will    contest



                    overlaps         with       discovery          needed      for      the   counterclaims
substantially                                                                                                            as    comparison of               the




pleadings        demonstrates               Both       the    will    contest      and    the      counterclaims             require discovery              of



the    estate   planning         of the    Decedent           the     property       owned by             her at various        times in her adult



life    her evolving           relationships          with      her children            representations              made      to   her by       Movant


payments         made     to    her by     Movant            information           withheld         from her by Movant                      her physical



and mental         condition         at   various       times and many other topics                                  If the    counterclaims               are




abated many of the witnesses                          who    are     deposed       in the       will      contest     will    have     to   be     deposed


again        And    of course              second       trial      will    have    to   be    conducted              Abatement            would do         no



good and much             harm




                Compare SHELBY LONGORIAs                              AMENDED CONTEST                       OF 2010 WILL            Aug 302013
and ORIG1NAL            COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT EXECUTOR                                                                          OF
THE ESTATE         OF   DOROTHY           LOUISE        LONGORIA DECEASED                          TO SHELBY L0NG0RIA                        AMENDED
CONTEST OF 2010 WILL Sept                             26 2013

RESPONSE         TO MOTION               TO DISMISS          OR TO ABATE COUNTERCLAIMS                                                             Page    26




                                                                                                                                                                 00768
              Movant           cites     Develo-Cepts                   Inc          City of Galveston 668 S.W.2d                                      790793         Tex App

      Houston                     Dist 1984                no    writ         for the     proposition                    that          case     may      be   abated    pending


      determination               of        plaintiffs          standing            or   capacity            to    sue           Motion          at    29     Here     the    Court


has     already         made         that     determination                   By    order dated               October                  2012       the       Court    admitted           to




probate          the    Decedents                  will   dated         January          21 2010                  and appointed                 James Thomas Dorsey


to     serve      as     Independent                 Executor            of the          Decedents                  estate              Both      the                       and     the
                                                                                                                                                            standing



capacity          of the Executor                    to   bring the counterclaims                            are judicially               established.2



             Finally           Movant              asserts      that    the       counterclaims                   should         be    abated         until     proceeding              in




Mexico           is    concluded               That       proceeding                involves           the        estate        of Eduardo              Longoria        Sr        who


was     the      husband             of Dorothy              Louise       Longoria             and who               died in           2005           The     proceeding           was


initiated         by          petition         for   juicio de           amaparo             in        federal court of                    Mexico              The    petition          is




based       on     the     fact        that    Shelby Longoria                       failed       to    provide             the        legally                       notice        of
                                                                                                                                                      required



proceeding               in       state       court of Tamaulipas                         in   which                 will        of Eduardo             Longoria            Sr was



probated               Movant               presents          no       intelligible            argument why                           litigation        of    the    Executors


counterclaims                 in this         Court       should        be        deferred        until       the
                                                                                                                        amparo           proceeding            is    completed


Movant           asserts       that     the Mexican               case       is   logically            antecedent                to this      matter Movants                      Brief



at    29   but offers           no explanation                  whatsoever of why                        that       is    so         Movants           Brief does not even



state      what       relief    is     requested          in the        amparo           lawsuit             Having             failed     to    do     so Movant           fails to




            12
                  Movant             presents         no colorable argument                            that       the    Executor lacks standing                       to   pursue
the    counterclaims                  against        Movant              And Movant                    has    failed            to    plead      lack    of capacity          in the

prescribed            way      which          is     verified          plea in abatement                      See Develo-Cepts                          668 S.W.2d           at   793


RESPONSE               TO MOTION               TO DISMISS                OR TO ABATE COUNTERCLAIMS                                                                      Page        27




                                                                                                                                                                                             00769
show   any   reason       why     the   Executors          counterclaims           in    this     Court   should      be   abated    in




deference    to    the   amparo    case      in   Mexico          The   argument        for    abatement   is   meritless



                                                     CONCLUSION

       Neither       dismissal nor abatement                 is   warranted        The        Motion   should    be   denied    in   its




entirety          proposed order        is   attached   to    this
                                                                        response


       DATED              September          30 2013


                                                                  Respectfully     submitted


                                                              /s/James        Austin Fisher

                                                                  James Austin      Fisher

                                                                    State   Bar of Texas Number 07051650

                                                                  Shannon    L.K Welch
                                                                    State   Bar of Texas Number 90001699

                                                                  FISHER         WELCH
                                                                    Professional         Corporation
                                                              2800 Lincoln          Plaza

                                                                  500 North Akard             Street


                                                              Dallas Texas 75201

                                                              Telephone            214.661.9400

                                                              Telecopier           214.661.9404



                                                                    Wesley       Holmes

                                                                   State    Bar of Texas Number 09908495

                                                              THE HOLMES LAW FIRM
                                                                  10000 North       Central Expressway                Suite 400

                                                              Dallas Texas          75231

                                                              Telephone            214.890.9267



                                                              ATTORNEYS FOR COUNTER-PLAINTIFF
                                                              JAMES THOMAS DORSEY
                                                              INDEPENDENT EXECUTOR OF
                                                              THE ESTATE OF DOROTHY
                                                              LOUISE LONGORIA DECEASED
                                                              AND THIRD-PARTY DEFENDANT
                                                              SYLVIA DORSEY




RESPONSE     TO MOTION          TO DISMISS          OR TO ABATE COUNTERCLAIMS                                               Page     28




                                                                                                                                           00770
                                      CERTIFICATE                   OF SERVICE

        hereby     certify   that   on September            30 2013       true    and    correct copy of this document

was served on Shelby Longoria                through       his   attorneys of record      named below    in the   manner
indicated and in compliance           with     Texas law



      Johnny          Carter        Richard          Hess and         Kristen    Schlemmer
      Susman       Godfrey     L.L.P

      1000 Louisiana         Street        Suite   5100

      Houston       Texas     77002-5096

      BY   EMAIL         TO     jcarter@susmangodfrey.com                        rhess@susrnangodfrey.com                and
      kschlernrn    er@susrnangodfrey               corn




      Robert        Maclntyre         Jr

      Maclntyre      McCulloch          Stanfield      Young
      3900 Essex Lane           Suite 220

      Houston       Texas 77027

      BY EMAIL TO            macintyre@rnrnlawtexas.com




                                                                  /s/James      Austin    Fisher

                                                                  James Austin      Fisher




RESPONSE   TO MOTION         TO DISMISS            OR TO ABATE COUNTERCLAIMS                                      Page   29




                                                                                                                               00771
                                                   AFFIDAVIT                 OF ILAN ROSENBERG


                han Rosenberg hereby                       declare       arid        state    as   follows



                                                          PERSONAL                    BACKGROUND


                             am        over the age of       21        and      competent           to   make     this     affidavit         have     drafted      this




                                                                                                                            and   having reviewed
affidavit    based          on    my personal            knowledge           unless            otherwise      stated                                           it   can


attest   that    it   is   true   and     colTect




                             hold         Bachelor of Laws                                 J.D      equivalent           awarded       by   the   Escuela       Libre
                                                                          degree


de Derecho            in   Mexico         City Mexico             as   well as Master of Laws                      LL.M           and Master of


Comparative            Laws        LL.C.M               degrees    from the University                     of Pennsylvania             Law        School



                              am       an attorney       licensed       to practice             law in every        jurisdiction        in   Mexico          as well



as in the       Commonwealth                   of Pennsylvania                   am        also    licensed     to practice       before      the    Supreme


                                                        United States Courts of Appeals                            for the     Third and Federal
Court of the United States                        the



                as well       as the      United States District Courts for the Eastern                                     and Middle        Districts       of
Circuits


                           Northern           District    of Illinois and               the     Eastern District of Wisconsin                          copy     of   my
Pennsylvania


 Curriculum           Vitae       is   attached      as Exhibit                  to     this    affidavit




                                                                          in the        United         States   of America             have       actively     and
                            In addition         to   my    practice



 continuously              practiced      before        Mexican         state        and     federal     courts    for     more than        fifteen   years



                              am         Partner        of the law firm of Gordon                           Rees      in   Philadelphia Pennsylvania



                              am       also       Lecturer    at   Law          at    the University            of Pennsylvania         Law         School



                                                                                      Thomas                                           Executor of the
                              have       been     retained    by James                              Dorsey Independent

                                                                                                                                                           affidavit
 Estate     of Dorothy            Louise Longoria              Deceased                the      Estate          and      asked to prepare           this




 as   an expert        in the field           of Mexican       law




                                                                                     EX-llBlT




                                                                                                                                                                          00772
                                                     QUESTIONS                  PRESENTED


                       The    Estate   has      asked        me   to   opine on the following questions                        under Mexican          law


                                How       does       the     Mexican       state      of Tamaulipas           regulate       service     of process      on

                                individual           defendants


                                Would            Tamaulipas             court       have    jurisdiction       over       an action     filed   by the
                                Estate        against        Shelby Longoria


                                Does      the       law of Tamaulipas                 provide        remedy         for     breach      of fiduciary

                                duty      or recognize            private       trusts      and    informal     fiduciary        relationships



                                Does      the       filing    of an Amparo lawsuit                  result in         general     waiver of

                                jurisdictional             defenses       in    Mexico

                                                      MATERIALS                     REVIEWED


                      In   formulating         the opinions            below             have    relied   on my review of Shelby


Longoria           Amended      Contest        of 2010         Will the Counterclaims                     thereto     asserted        by the Estate


Shelby Longoria              Motion      to    Dismiss Counterclaims for Forum                              Non     Conveniens          and     its




supporting         Brief the Affidavit           of   Dr      Carlos      Gabuardi              an August           1983     letter    signed    by

                                                                                                     Kowalski         de Longoria           as well
Eduardo        Longoria      Jr and      Shelby Luis            Longoria to Dorothy                                                                   as



                                          and                                                                 research       of Mexican
my     professional        knowledge                 experience and                 my    independent                                            statutory



and    case    law


                                                                       OPINIONS



                                                     on Mexican                                       Determinations
              Pre1hnbary Statement                                         Jurisdictional




              10       Mexico      like       the   United States              is     federal      republic     comprised of individual               states




                                                                                state                       executive         and judiciary
that   have     autonomous       governments                   including                   legislative



branches



              11       Thus     Mexico         has separate            state    and      federal    bodies of laws




                                                                                -2-




                                                                                                                                                               00773
            12         Pursuant to Article                  104          Section         II    of the Mexican                Constitution           Constitucion


Politica    de los Estados          Unidos          Mexicanos                    and      Article            53   Section            of the Mexican              Federal



Judiciary     Organization          Law         Ley             Organica           del    Poder Judicial de                   Ia    Federacion              in   civil        cases


Mexican      federal      courts     have        subject          matter      jurisdiction                  oniy over claims                that   are   governed             by


federal     laws or international               treaties          to   which        Mexico             is      party        These         provisions        state        in




pertinent     part as follows

                       Article      104.-        The       Federal         Courts             shall     adjudicate




                       II           All    civil     or     commercial               controversies                  that    arise     concerning
                                    compliance   with or application                                    of federal          laws     or

                                    international treaties executed                                    by Mexico             The plaintiff

                                    may choose                   when       the interests               at   issue    only         affect    private

                                    parties         that        these     disputes             be heard by the judges and
                                    tribunals          of the states


                       Article      53.-       Federal           district     court           judges shall adjudicate




                                    Those          civil    controversies                 that        arise    concerning compliance
                                    with or application   of federal laws or international treaties
                                    executed by Mexico       When those controversies only affect
                                                                                          of the
                                    private interests  they may be heard    at the option

                                                                                                                  of the                    and the
                                                       by the judges and tribunals                                            states
                                    plaintiff
                                    Federal          District




                                                concerns                                                                                      Article      13    of the
            13           Insofar    as    it                       civil     disputes               among      private        parties



Mexican       Federal       Civil    Code           Codigo               Civil     Federal              or     CC           sets     forth    whether        they are to be


resolved      under      Mexican          federal          or    state     civil    law               and    thus    determines             whether        there      is   Mexican


 federal     subject     matter jurisdiction                    over        particular                dispute



             14          Article     13        Section          IV of the          CC          sets     forth choice          of law rules relating to the


                                                of legal rights                                               Section        IV provides            that
 formalities      for the creation                                               Specifically


                                                                                    the        laws of the place               where         they    are    created
 formalities       of legal acts will be governed                            by

                                                                                                       forth   in            Code when              the act      is   to   have
                         may be                                                                                      this
 However          they               subject           to the formalities                      set




 effects     in the Federal         District         or    throughout the Republic                             on federal            matters        .J




                                                                                              -3-




                                                                                                                                                                                      00774
                15          Furthermore          Article             13   Section              of the      CC    supplies      the choice         of law rules           to




 determine           the   law that governs            the      legal     effects       of acts and            contracts        Section            provides         that



                     to   the provisions        of the foregoing                    sections         the legal effects          of acts and contracts                   are to



 be governed              by the laws of the place                   where       they are to be performed                      unless      the parties           have


 validly    designated            the application              of different           laws


                16          Pursuant to Mexican                      choice     of law rules there                is    no Mexican          federal          interest    at




 issue    with respect            to the disputes              between         the Estate           and    Shelby Longoria              Thus           this    analysis       is




                                                                                 laws of the State of Tamaulipas                            where
 premised on the substantive                     and procedural                                                                                             Shelby


 Longoria argues              certain      relevant        facts       took     place


II          Pursuant              to    the Laws          of    the     Mexican          State           of Tamaulipas              Service       of        Process      Must
            Be Effected                Personally Upon                  an Individual                Defendant           at   His   Home


                17          The Mexican          State          of    Tarnaulipas             where        Shelby Longoria claims                      to   have


 business        interests        and    contends         is   the     more convenient venue                      for   this   action       has    its      own     Civil



 Code      the       Codigo        Civil    para     el   Estado          de    Tamaulipas or                   CCT            as   well as      its    own Code of


 Civil     Procedure             the   Codigo        de Procedimientos Civiles para                               el    Estado      de Tamaulipas                  or


 CPCT
                18          Tamaulipas          law charges               the    courts            and   not the litigants with the obligation                          to



 effect    service         of process          Specifically               Articles       29        and    30   of the   CPCT        provide       that       only   court



                             serve        defendant with original process
 personnel           may


                19          Article       67   in Sections                and III of the                 CPCT    provides        the rules for effecting



                service       of process        on   individuals               by the courts              of Tamaulipas             Those     sections           provide as
     original



     follows

                            ARTICLE             67.-       Original            service     of process must be effected                      in

                             accordance         with the following                    rules


                II          If                                        an individual           service of process
                                         defendant              is


                             must be       made           directly       to that person unless the individual

                             lacks      procedural         capacity            as   then      it    must be      effected      upon    his/her

                             legal      guardian          Original         service       of process upon                an agent      is   only




                                                                                         -4-




                                                                                                                                                                                   00775
                 authorized        when         the agent             resides          within        the seat       of the court           and
                 the    person intended to be served                              lives outside              that place          or   is   of
                 unknown          whereabouts                   or   if    the agent       lives outside              the jurisdiction

                 but within        the    Republic and the person                               to   be served         lives      abroad
                 and    has no known                 residence             or the      persons          whereabouts               are

                 unknown           In    this       case    the agent             is   required         to    have          general        or

                 special       power of         attorney             with sufficient                 authority        to    answer         the

                 complaint         and     defend           the action            being served pursuant  to the

                 provisions        of Article              52                     with the need to appoint duly
                 licensed        attorneys               The     agent        can only           refuse        to intervene           if

                 he/she                   that       he/she          did    not accept           or has        renounced          the
                               proves
                 power of attorney

         HI

         IV       Original        service           of process             must be         effected            in   the place

                  designated        by the partyrequesting    and must be precisely
                                                                     so                                                                          the

                  home of the party to be served with original process if an
                  individual and if  corporation    in its corporate domicile its

                 principal        offices or principal                     commercial establishment except
                  when     dealing       with branches                     with an individual agent authorized                                    to

                  appear       in the    action            when       dealing          with business                transacted         by the
                  branches  or in which the branches have intervened        The serving
                  officer must verify that all of this information is contained       the

                  complaint and may be                          specially           authorized           to     serve       process        on
                  the individual          defendant              or       agent     at   their place           of regular

                                                                             may         be found            within        the
                  employment or wherever                             they

                 jurisdiction           but in       this       case                       may be             effected       only to the

                  specific      individual            at   issue           and the server              must note            specifically
                                                                                                                                            the
                  during the process the means used to identify                                               the individual

                  verification of authority of an agent                                                        power of attorney
                  and    set    forth    all   relevant          information




Emphasis      supplied


         20       The Mexican             Federal           Courts          of Appeal            have        ruled in binding                precedent that in


order   for original    service    of process to be effective                             the court            official      must verify               that   the location



where the defendant        is    served        is   in   fact    the       defendants                home Precedent                   No        162858


                  ORIGINAL SERVICE                                   OF PROCESS UPON INDIVIDUALS
                  IFTHE COURT OFFICIAL SETS FORTH ONLY THAT
                  THE ADDRESS OF THE DEFENDANT IS CORRECT
                  BASED ON THE NAME OF THE STREETS NUMBER
                  NEIGHBORHOOD AND CITY HE FAILS TO SATISFY
                  THE ESSENTIAL PROCEDURAL   FORMALITIES WHICH
                  VIOLATES THE RULES THAT GOVERN IT
                  LEGISLATION OF THE STATE OF TAMAULIPAS




                                                                                   -5-




                                                                                                                                                                             00776
                           Articule        67        section     III      of the Code of Civil Procedure                              for the

                           State      orders         that    original       service    of process on individuals
                                                                                          must be
                           effected        at    the address    by the party so requesting
                                                                       designated
                           which must coincide    with the place where the defendant lives

                           therefore the official  when effecting             service of process

                           must verify            that these         circumstances                are     all   met and         include

                           steps taken           to    so verify           in the respective               certification              Therefore
                           if   the   official        does not        set    forth in the certification                    that      the location

                           where         the    official       appeared to serve                  original                      is    the
                                                                                                                 process
                           defendants                home and               only states that he verified that the
                                                                          instead
                           address        was        correct     based on his observation  of the correct street

                           names number                      neighborhood            and         city    such certification                 falls    to


                           satisfy the essential                 procedural          formalities                because that
                           information               does not provide               certainty           that    the address           is   where       the

                           defendant lives                   Accordingly            that     irregularity           is     violation             of the
                           rules that          govern         the procedures           for said           action


                           9th    Session             Circuit    Courts of Appeal Federal Judiciary  Reporter
                           and     its   Gazette             Volume XXXIII February of 2011         2044



Emphasis            added

              21           Thus       the       laws of Tamaulipas                  specifically               require     that      original        service        of process


upon an       individual           be made directly                  upon     the    defendant and                 at    the   defendants              home          Otherwise


original      service       of process            will       be ineffective



              22           Article        97 of the           CPCT        also provides             that       when      official      court        action     is   to take



place      outside        of the Mexico                the court          will    follow the procedures set forth in the international


treaties      to   which        Mexico          is     party         In    this    respect Mexico                 is      party       to the      Hague Convention


on the Service             Abroad         of Judicial and Extrajudicial                            Documents              in Civil         or    Commercial             Matters



and     the   Inter-American                Convention               on Letters       Rogatory                  Therefore            in order        to effect       valid



service       of original process on                     an individual             residing        outside         of Mexico               in   an action       filed     in



Tamaulipas            service         must       be effected           directly       upon         the individual              at    their      home      following        the



                     set   forth      in the      Hague         or   Inter-American                 Conventions
procedures



              23           Dr      Carlos        Gabuardi            proffered        by Shelby Longoria                        as    an expert           in   Mexican         law


admits at             16        that the       CPCT          requires       that    original        service        of process              be effected         at   the



defendants            home or the                    place    where         they    live           Dr      Gabuardi            opines           however         that the




                   true    and     correct                    of the precedent in                 its    original        Spanish       is       attached       as Exhibit
                                                  copy




                                                                                           -6-




                                                                                                                                                                                     00777
  provisions            of the       CPCT         are irrelevant            based on         Mexican Supreme                      Court opinion finding                   that



  service     of process               may be       effected        on       defendant           at          his   home              his place     of business or


        wherever          he    may be found                 without regard to any particular                             order       What      Dr     Gabuardi           fails       to




  point     out    is   that the        Supreme         Court opinion               at    issue       does not deal with Tamaulipas                      procedure               at




  all   but rather            with the provisions                of the Codes             of Civil Procedure                   of the Mexican           states       of


  Jalisco     Puebla            Chiapas           as well     as the Federal              District       Mexico           City whose             rules for service                of


  original    process            are    markedly           different         from those           of Tamaulipas                 Jalisco      Puebla      Chiapas            and


  the Federal           District        all      provide     that    original        service          of process      may be          effected    at      defendants


  domicile               which         their respective             civil    codes define              as including            not   only the     home         but also          the



  place     where             defendant transacts                business           or   where         the   defendant          may be     located        The non


  binding     Seventh             Circuit         precedent referenced                   by Dr Gabuardi                   at      18   focuses       on the Code of


  Civil     Procedure           of Veracruz             which            also provides           in     Article      82    that      original    service       of process


  must     take     place       at     the    defendants            domicile             Tamaulipas            in stark        contrast    to these      other



  Mexican         jurisdictions                  refers specifically           to   the place           where       the   individual         defendant has his or


  her     home          Therefore             while the precedent               referenced              by Dr Gabuardi                at         16-17     may be

  binding on            all   courts         applying provisions               similar to those               in Jalisco          Puebla        Chiapas        and    the



  Federal     District            it   is   inapposite        in the case           of Tamaulipas                  Similarly         the   non-binding           precedent



  from the Seventh                   Circuit       at       18      is   of no import as Veracruzs                        requirements           for effecting



  original        service       of process           track    those         of Jalisco       Puebla           Chiapas          and the Federal           District          but



  not their       sister       state    of Tamaulipas



III           Jurisdiction                  of   Tamaulipas Courts



              24               Pursuant to Article                  172 of the           CPCT                         complaint         must be        filed     before



  competent             judge.2




              Under           Mexican law competence                                is   functionally              synonymous           with the United States

                  of jurisdiction                in Mexico           jurisdiction          is    generally          used to refer to the geographic area
  concept
  where      governmental actors                      have       authority               Those        terms are therefore              used interchangeably

  herein




                        ___________________________________________________________________________




                                                                                                                                                                                           00778
              25            Under     Mexican            law competence                                   functional          synonym of            the    United States


concept        ofjurisdiction                is   determined by statute                        In        Tamaulipas                the    CPCT     provides         in    Article



                                     the                                of the bourts                                                                      of this       code.3
20     Section      III       that           jurisdiction                                          is   governed          by the provisions



              26            Article       173     of the      CPCT         specifically                 provides       that    competence              or jurisdiction            will



be determined by the amount the subject matter                                               the appellate                level      and by the          territory.4




              27            Notwithstanding               Dr        Gabuardis             opinion             at       13     that       Shelby Longoria


maintains          sufficient         contacts          with       ..    Tamaulipas                     personal       or   territorial         jurisdiction         in   Mexico


is   not    determined by contacts                        but rather            by specifically                  defined
                                                                                                                               express          statutory provisions



Contacts         with         specific     jurisdiction                 standing        alone are of no import with respect                                  to    whether


Mexican          bourt      has jurisdiction               Indeed          Dr     Gabuardi                himself has recognized as much in the


article      he references           at      11        In that      article      Dr       Gabuardi               states     that         in   Mexico      the bases         for



asserting        jurisdiction         are limited             to   those       established               by law See Gabuardi                       Carlos            Entre         la




                                                          el   Forum Non                Conveniens                    Boletin        Mexicano            de Derecho
Jurisdiccin            Ia    Competencia


Compcirado             nueva         serie      aflo    XLI nim 121                     enero-abril              de   2008          at        89 Thus Dr             Gabuardi


                                 law on competence                        establishes              detailed        rules            determine what                         of cases
explains Mexican                                                                                                              to                              types



can be heard by                 particular             court       Id     In    Dr      Gabuardis                own words competence                             sets    forth the



               rules     which       must         be   strictly         observed        from an operational                         standpoint       to assign
specific


controversies            as   between           the different            courts      of        country                Id Translation                is   ours        According


to   Dr      Gabuardis          own        analysis        contacts              are     not             basis     for asserting              jurisdiction     in    Mexico


Id     at      48 pointing out that the only bases                                 to    assert jurisdiction                   are those          expressly        listed    in the



operative          Codes       of Civil Procedure                       which    do not include                    contacts




               Notably         Article            of the       CPCT        provides           that       the rules        of procedure are of public                        order

 and        cannot be waived              by stipulation of private                       parties


                                                         or                             is   akin        to   personal         jurisdiction          in the    United States
               Territorial       jurisdiction                  competence




                                                                                             -8-




                                                                                                                                                                                         00779
IV               Tamaulipas                 Courts         Do     Not         Have        Original               Jurisdiction                   Over       Shelby       Longoria
                 Adriana          Longoria               or Sylvia       Dorsey



                 28             The CPCT provides                      in Article        195        Section           IV         that the
                                                                                                                                                competent        judge      is   the



 one        located     in      the     domicile of the defendant in actions                                    involving              movable          property or         in




 personain or             civil       status    actions         unless        provided otherwise                                 law.5


                 29             Pursuant       to    Article      24 of the         CCT            an    individuals                  domicile       is   the place     wher           he


 or she lives             If    the    individuals          home         address         is   unknown               but only             then the law will repute                     as



 domicile         the place           where        the individual             principally           conducts               his or       her business            and   if this




 location         is   also     unknown             then an individuals                   domicile             is   wherever             he or she can be found                       In



     other    words       the Civil         Code of Tamaulipas                      reference             to    an individuals                   primary place          of


 business         or their actual                               location       is   intended             to provide                  alternative          domiciles      only         in
                                               physical



 those        cases     where         an individuals              actual                  of residence                is    unknown.6
                                                                              place




                 30             As explained             in the foregoing                sections               plaintiff             filing    suit in    Tamaulipas            must


                  the    home address of                  the defendant             in order            to achieve               valid                    service     of process
     identi                                                                                                                                  original




                 31             According           to Article          175    of the         CPCT                         tribunal          may refuse         to entertain



     case    unless      it   determines            it   lacks jurisdiction                   In    such cases                  it   must set forth in the order                 the




     legal bases        supporting           its    conclusion                Emphasis              supplied




                 As Dr Gabuardi                                         the claims            asserted          by the Estate                  are in personam          claims
                                                recognizes

                 In    addition        to                   to provisions             that         do not apply                 in    Tamaulipas           the opinions          cited
                                            referring

            Dr   Gabuardi         in           16-18        are   of no import to the question                                   of domicile              for   purposes         of
     by

     asserting        jurisdiction           Indeed         in the cases            to   which           Dr     Gabuardi                refers     the    Mexican       federal

                                                                                                                                      construction         of the term
     courts      including the Supreme Court explained                                         that their           liberal

                                                                                                                                                                       of service
     domicile            was      for   purposes          of service          of process            only because the primary purpose

     of process         is to               defendant on notice                 of an action                   The         court       opinions         however        made       clear
                                 put
                                                                               of service           of process                       of no implication                substantive
     that    the ruling         on domicile for purposes                                                                        is                               to


                                associated          with domicile including                             the                     of the courts        to    exercise
     considerations                                                                                            ability

                                                                                                                                                                       in        Texas
     jurisdiction        over          particular         case         By way of analogy                        consider              that     original    process

                                                    Mexican                               domiciled              in    Mexico                The only                            of
     action      can be served on                                      individual                                                                           implication

                 is    that the foreign             citizen       is   on notice         of the action                     It    does not mean            the   Texas       court      has
     service

     jurisdiction         over that         individual




                                                                                              -9-




                                                                                                                                                                                             00780
           32         Thus       in    Tamaulipas              trial   courts       must review the complaint when                              filed   and    make


 sua sponte determination                     as to       whether      they    have       jurisdiction




           33         There       is   no    dispute        that    Shelby Longoria                  lives in     Texas            Indeed     his    Amended


Contest of 2010          Will at                   avers     that    Shelby Longoria Shelby                              is   an individual          domiciled      in



Hidalgo      County Texas


           34         Therefore                                      court     lacks      statutory jurisdiction                    over      tort    case   against
                                               Tamaulipas


                                               defendant            and will almost certainly dismiss                              any     action    filed against
Shelby Longoria                foreign



him sua                       The same            conclusion         follows        with respect            to   Adriana Longoria                and    Sylvia
             sponte.7



Dorsey       as   both of them          live       in   Houston Texas


           35                                                       dismiss     the      complaint          for lack          of subject       matter
                        Moreover                  court    may


jurisdiction



           36                                       court    would      have        to   recognize this Courts                      jurisdiction        over the
                              Tamaulipas


Estates      counterclaim          particularly              where      the    counterclaim              would       predate             any Tamaulipas


                              Article       189     of the     CPCT      provides             that    the court      before          which     the principal
action.8        Indeed


                                             has exclusive                           matter          jurisdiction         over related         counterclaims
cause of action          is   pending                                  subject



                                                                                                                                                              the
           37           Pursuant        to    Article        177     of the    CPCT                    court      that    expressly         recognizes



                   of another                           cannot assert jurisdiction
jurisdiction



                                                          Not Provide                                       Breach                                   Duties
           Tamaulipas Law Does                                                      Remedy            for                     of   Fiduciary




             38         Article        1388        of the    CCT       provides          as   follows


                        When       an act causes              damages          and losses to    person and the law
                                                    the perpetrator            of that act or on someone  else the
                        imposes         upon
                                                                       damages            and                    there    is civil
                        obligation           to    repair those                                  losses

                        liability




                                                            do so even              the plaintiff                        that      the   defendant has waived
                  Tamaulipas           court       may                         if                         pleads

 challenge        to the   courts        territorial        jurisdiction


                understand Shelby Longoria does not challenge                                           this     Courts         jurisdiction




                                                                                     -10-




                                                                                                                                                                         00781
            39             Mexican law                  generally        and     Tamaulipas                law specifically            do not impose              or



recognize           fiduciary              duty9      on the part of an adult                    child     to   manage       business         affairs      of    or for the



benefit     of          parent.1



            40             Mexican law                  also does      not     recognize informal                    fiduciary       relationships           or


specifically            private       trusts11          so the    August              1983        letter     signed      by Eduardo           Longoria           Jr and


                                           to                   Kowalski            de Longoria                  whereby       they agree           to    hold    maintain
Shelby Luis Longoria                             Dorothy


and                     certain      assets for the             Decedents             benefit            does not create               fiduciary          duty        Rather
       manage

the   letter      creates      only             moral obligation                 or    duty        which        is   unenforceable under                  Tamaulipas


law    CCT Articles                  1028        and     1370


            41             Even assuming                      for the sake          of argument              only that there were                   basis     to recover



                                                                                                                                                                       statute
                                                                  any such claim
in   tort   for   breach        of fiduciary              duty                                    is   barred        under    Tamaulipas             one-year



of limitations             pursuant to Article                   1510        Section        III    of the       CCT


            42             Because              more than                     has elapsed              since     the     death of Dorothy                Longoria        any
                                                                      year



claim sounding                 in   tort    under        Tamaulipas           law      is   barred       as       matter     of law




                                cause of action                 for   breach        of fiduciary             duty      regardless       of    its   nature       would be
             Indeed
                                                                                                 law which                                           to
impossible          to    plead and              prove        under Tamaulipas                                       requires       plaintiffs            provide

                                                      facts   and attach         or                   the items        of evidence        that      support           cause of
detailed       description             of    all                                      list all


 action     from the outset                  Articles 247 to 249                    of the       CPCT            Amendments             to    pleadings          are not


 allowed          Moreover             Article          330     of the     CPCT           precludes              party     from inspecting               an opponents

 general       accounting

               We       note   that        the   only duty flowing from children                                to their parents         is      statutory        obligation

            Articles           277    and        282     of the    CCT         to     provide support                for   food clothing housing and
 under
 medical care when                    necessary

                                law only recognizes                                 created           through federally-licensed                    financial
               Mexican                                                  trusts


 institutions            subject      to     regulatory          directive          and     The Mexican Supreme Court
                                                                                            oversight

 explained          that   United            States-style         trusts     were adopted partially by the Mexican
                                                                                                                                    structured           an institution
                                                   our system even                                              speaking       it
                        according           to                                   though           strictly
 legislature
                                than the trust and                    established           it   as    an exclusive          banking         operation          due    to the
 wholly        different

 solvency          of    banks       and        the    governments             oversight              oyer      them       See Precedent             No     246296

 TRUSTS             NATURE                   OF         7th   Session Auxiliary                   Chamber Supreme Court                          Federal         Judiciary

                                                                                 39
 Reporter Volume 21 Seventh                                    Section




                                                                                            .11




                                                                                                                                                                                 00782
VI             The         Mexican           Amparo         Proceedings              Do Not            Imply        Wholesale            Submission                to   the

               Jurisdiction             of    Mexican       Courts




               43             The United           States concepts            of   minimum              contacts         general        jurisdiction               or



 specific jurisdiction                       do not exist under Mexican                      law         Mexican         courts        authority        to    hear




 particular           case    is   determined on              case-by-case             basis as defined            by statute           i.e the codes of


 civil                             Therefore         the fact     that                 has invoked          the jurisdiction            of      Mexican            court
             procedure                                                       party



 in                           case    does not mean that              it   will    be subject          to that    saire   Mexican cburts                 jurisdiction
            particular



                        every future          action
 in       any and


                                                                                                       Mexico                                            whether
               44             Thus      the pursuit         of an Amparo               action     in                is   inconsequential           to




                                                                                                                                             for that                      in
 Mexican             court    can assert jurisdiction                over     Amparo           claimants         or anyone else                              matter


                                             Mexicans         courts                    to     exercise                          will    have     to    be assessed
 future       civil     actions                                              ability                        jurisdiction



 after       the   filing     of every complaint



                45            More importantly                the    filing      of an Amparo             action    in    Mexico        cannot     be described


                                                                                                          of the adequacy                                    and     better
 as Dr Gabuardi                      does    at   pp 6-8     as   an acknowledgement                                                    reliability




                                                                                   for the                       of adjudicating             the private
 convenience                 of the Mexican            judicial     system                        purposes                                                         party



 matters           pending         before     this   Court



                                                                                                  of an Amparo action                             none        of what
                46            In     order    to understand          why      the filing                                              implies



     Dr     Gabuardi         suggests we             must   explain         the nature         of the Juicio         de    Amparo

                   47          An Amparo             action     which         arises    under      Articles        103    and    107    of the Mexican


                                                                                                                                or                     can challenge
     Constitution            is      proceeding         by which           any private         person individual                     corporate


                                                                of                 or federal government                   actor                              of whether
     the constitutionality              of the actions                   state                                                           regardless



                              member of           the                                          or judiciary        branch            In other words the only
     that    actor    is                                executive           legislative



     possible        defendants         in    Amparo        actions        are   Mexican          government         actors      in their       official




                        12

     capacities




     12
                   Insofar        as the     Amparo      actions         referenced          by   Dr     Gabuardi         the    only defendant               is



     Tamaulipas              court




                                                                                        -12-




                                                                                                                                                                                00783
           48          The Mexican                              Court has interpreted                the constitutional               guarantee         of due
                                              Supreme


            broadly      to include        the misapplication                of any law whether               state    or federal             within     the
process


                                                Court rulings are included                   in the definitiQn              of   official
scope of Amparo protection

                                                                                                                                               courts
governmental acts and                therefore                                                                                        state
                                                     any court judgment                   including judgments                    by


                 state    laws       is   reviewable by federal                  courts     acting    under     their      Amparo           jurisdiction
interpreting


                                                         of                    of federal      or    state    law     is   deemed        to    be      violation
because an erroneous application                                principle



of    Constitutional      due    process



           49          When          private     person         is   aggrieved        by the adjudication              of his/her/its           rights    by


Mexican       court    without       due process              of law Amparo proceedings provide the only                                      means to seek


redress     for that constitutional             violation




            50         Ainparo         proceedings are               far   more      circumscribed           than          federal      proceeding by


           the plaintiff       seeks      the protection             of the federal justice           system upon an argument                          that   there
which


has been      infringement           of the     strict    application         of the Mexican            Constitution              statutory         law due


process
            of law       or other      fundamental rights                     Gabuardi        Affidavit        at      26         Amparo proceedings

                                                                                                      for constitutional               violations        on the
provide the only remedy available                         to private         party    plaintiffs




        of the Mexican          government           defendants              including      the    Mexican courts                 Amparo proceedings
part



 are not available        to    challenge        actions        on the part of private               actors




            51           The Mexican            federal        judiciary      is   the    only court     system with jurisdiction                       to hear



                                                                                                                             of an      official       Mexican
 Amparo eases and              ultimately         adjudicate           the   Mexican          constitutionality


                                                                                                                                                              in
 governmental act              The     relief    available           through an Amparo               proceeding cannot be pursued                                  any


 other    court.3




 13         Notably       in the      Amparo the Mexican courts have made clear that they lack
                                       context     of an

                                   action by much less invalidate the acts of         tribunal
 jurisdiction to in any way compel                                            foreign

                                                                   BY  DECLINATION        THE
  See Precedent No 166416 DECLiNATION        OF JURISDICTION
  ORDER THAT DECLARES IT BY FINDING THAT                  FOREIGN     COURT   HAS
  JURISDICTION      PUTS AN END TO THE ACTION AND THEREFORE MAY BE
  CHALLENGED IN DIRECT AMPARO LEGISLATION OF THE FEDEEAL DISTRICT




                                                                                   -13-




                                                                                                                                                                         00784
                   52           Consequently                  Dr        Gabuardis          opinion that the             filing   of an Amparo proceeding               is




an acknowledgement                           of the adequacy                    reliability        and       better     convenience      of the Mexican           judicial



system              is   incorrect



                         RESERVATION OF RIGHT TO ISSUE SUPPLEMENTAL                                                                          OPINIONS



                   53                understand            this    matter       is   in   its   early stages          and additional        facts    may develop

have        been         advised that the Estate may therefore                                   require       further opinions        on Mexianlaw


Accordingly                     reserve        the right           to   amend         and/or      supplement            the opinions     expressed         herein


whether             in    writing       or   live      testimony           as   called          upon    to   do    so


                                                                                      pursuant to the laws of the Commonwealth
                    declare          under                        of perjury                                                                                 of
                                               penalty


Pennsylvania                    that    the foregoing               statements            are true      and       correct




                   Executed           in Philadelphia                   Pennsylvania             this   30th day of Septem




                                                                                                        By
                                                                                                                    IlaRoenberg
                                                                                                                            Market     Street
                                                                                                                    WOO
                                                                                                                    Philadelphia       PA     19103

                                                                                                                    215     665-4621



SWORN                    and   SUBSCRIBED                         before   me        in   Philadelphia Pennsylvania on                      this    30th   day of


September                  2013




Lorraine                    Costro

Notary Public

My  commission                        expires
  COMMONWEALTH                        OF PENNSYLVANIA
                          NOTARIAL      SEAL
   LORRAINE                    COSTRO        Notary       Pubic

            City   of    Philadetphia    Phila       County

       My    Commission          Expires     April   22    2016




 9th    Session                1St   Chamber               Supreme         Court Federal                Judiciary        Reporter     and     its   Gazette Volume

 XXX               September            2009               120




                                                                                                 -14-




                                                                                                                                                                             00785
                                                                                 ILAN ROSENBERG
                                                                                     1123      Coventry           Avenue
                                                                                     Cheltenham                PA     19012

                                                                     Phone         215-635-2005                Fax 215-701-2021
                                                                                Email    janeandilan@comcast.net




                                                                         PROFESSIONAL EXPERIENCE

Gordon            Rees            Philadelphia           PA                                                                                                                    June      2013-Present

Partner          Concentrating               practice          in   complex         insurance         coverage           and commercial                litigation       and    international

commercial             matters       and    dispute       resolution              with an emphasis               on     matters      relating     to    Mexico      and       Latin      America
outside     legal       advisor      to the      Mexican             Ministry        of Foreign Relations



Cozen OConnor                      Philadelphia             PA                                                                                              September 2002-June                      2013
Member            Concentrated               practice          in   complex         domestic          and      international          insurance         coverage        commercial          and     civil

matters Co-Chair of                  Latin     American                  Subrogation          Practice         Group


Chevez       Ruiz Zamarripa                           Cia S.C Mexico                     City     Mexico                                                    September 1999-June                      2001

Associate              Concentrated            practice             in tax       planning and            tax    and      civil
                                                                                                                                   rights   litigation        Handled            trial    and    appellate

matters     before          Mexican         state     and      federal          courts   as    well      as the     Mexican          Federal      Supreme         Court



Mexican Federal Ministry                            of   Finance             Mexico      City      Mexico                                                         January             1998-June       1999

Supervisor             of      the   Legal          Consulting                  Department                Advised            various        branches        of    the     Mexican          government

concerning            public      finance      and       tax    law and developed                 federal         tax    rules     and   regulations




                                                                                          EDUCATION

University            of Pennsylvania               Law         School            Philadelphia           PA
Master      of Comparative                 Law      LL.C.M                                                                                                   September 2009-May 2011
Master      of   Laws          LL.M          recipient              of   merit-based          scholarship                                                                 July        2001-May 2002


Escuela      Libre           de   Derecho           Mexico           City        Mexico                                                                             August            1993-July       1998
Bachelor         of    Laws       LD       Equivalent



                                                                                LEADERSHIP                     POSITIONS

America-Israel                 Chamber           of      Commerce                 Advisory Board                Member
BIAS and              Council        Migration            Service           of Philadelphia                 Board       Vice       President      Chair          Policy       Committee


                                                                                    HONORS/AWARDS

Pennsylvania             Super       Lawyer  Rising                      Star    2007 2008 and 2013
Recipient        of    the     National  Law Journal                      Pro     Bono Award in 2008


                                                                                     BAR         AD1\ITSSIONS


Mexico        all jurisdictions

Pennsylvania
United States District Courts                                       Eastern        and Middle             Districts              of Peimsylvania            Eastern           District      of

             Wisconsin               Northern             District           of   Illinois

United States Courts of Appeals                                           Third      and Federal Circuits

United States Supreme Court

                                                                                                EXHIBIT




                                                                                                                                                                                                             00786
                                      TEACHING/LECTURING                    EXPERIENCE

University    of Pennsylvania    Law    School     Philadelphia   PA                                     October   2012-Present

Lecturer     in   Law   Comparative   law course    entitled   Common Law   Contracts   for Civil   Lawyers


Escuela    Libre   de Derecho  Law School Mexico City                                           September     1999-August   2000

Adjunct    Professor     Tax Law and Administrative Procedure




                                                                                                                                   00787
                                                                                                                      Page     of2




        Tesis
                                Semanario            Judicial     de    la   Novena
       XIX lo                                                                                     162 858
                                Federacin                 su Gaceta          Epoca

        Tribunales
                                                                                                  Jurisprudencia
        Colegiados              S.J.F             su Gaceta                  PÆg 2044
                                                                                                  Civil
        de Circuito



       Registro           No    162 858



               9a Epoca T.C.C SJ.F                              su Gaceta        Tomo XXXIII                 Febrero
       de   2011 PÆg 2044


       EMPLAZAMIENTO     PERSONAS FiSICAS SI EN LA
       RAZON DEL ACTUARIO     SOLO SEALA QUE EL
       DOMICILIO DEL DEMANDADO ES CORRECTO POR
       ADVERTIRLO  DE LAS NOMIENCLATURAS     DE LAS
       CALLES NUMERO COLONIA       CIUIDAD ELLO NO
       COLMA LAS FORMALIDADES      ESENCIALES DEL
       PROCEDIMIENTO LO      QUE  CONSTITUYE    UNA
       VIOLACION     LAS   REGLAS   QUE LO RIGEN
       LEGISLACION DEL ESTADO DE TAMAULIPAS

       El     artIculo      67       fraccin         ifi del     Cdigo         de Procedimientos              Civiles

       para     el    Estado ordena                que    el   emplazamiento               las   personas         fisicas

        se realice en el domicilio                       seflalado     por    la parte
                                                                                           que    lo   pide       el cual

        debe     corresponder con                   el lugar     en donde       habita     el    demandado           por
       tanto         el   actuario           al    realizarlo     debe        cerciorarse        de    que    queden
        satisfechas          esas     circunstancias                 asentarlo        en   el acta     relativa       En
        esas condiciones                si    en    la   razn    del actuario         no   se seflala        que en    el

        domicilio          en   el   que se constituy                para practicar         el   emplazamiento
        habita       el   demandado                  en cambio          solo refiere      que se cerciorO              de

        que     era       correcto      por        asI    advertirlo     de     las    nomenclaturas de               las

        calles        niimero           colonia                ciudad        correspondientes               con     estas

        expresiones             no      se         colman        las    formahdades              esenciales           del

        procedimiento                dado         que    esa    informacin            no brinda        la   seguridad




http//ius.scjn.gob.mx/paginas/Reportes/ReporteDE.aspxidius1                       62858Tipo1                            9/30/2013




                                                                                                                                     00788
                                                                                                               Page2of2




       de   que    ese    domicilio         sea    el    lugar     donde       habita      el   demandado
       COnsecuentemente               esa    irregularidad             constituye         una     violacin

       las reglas    que rigen       el   procedimiento            de dicha           diligencia



                  PRIMER           TRIBUNAL                  COLEGIADO                   DEL DECIMO
                  NOVENO CIRCUITO

                  Amparo        en revision        235/2008                                  15    de octubre
                         de   2008         Unanimidad              de    votos          Ponente         Miguel
                         Mendoza          Montes             Secretaria          Piedad         del    Carmen
                         HernÆndez Avila                     Amparo en revision 37/2010
                         Guadalupe          Luis     de      Leon Zamora 25 de marzo de
                         2010 Unanimidad                 de votos         Ponente          Lucio       Antonio
                         Castillo    Gonzalez              Secretaria          Gina      Estela       Cecopieri
                         Gmez        Amparo             en   revision      127/2010             JosØ    Portilla

                         Guerra 29          de     abril     de   2010 Unanimidad                     de votos

                         Ponente          Hector        GÆlvez         TÆnchez           Secretaria          Julia

                         Soto      Valdez         Amparo          en    revision         192/2010         Pedro

                         Hugo      Salinas       Bravo            de   julio    de     2010 Unanimidad
                         de votos         Ponente          Lucio       Antonio         Castillo       Gonzalez
                         Secretaria        BelØn Alarcn            CortØs      Amparo en               revision

                         281/2010           Juan        Francisco         JimØnez Chapa                  28     de
                         octubre    de    2010 Unanimidad                 de votos         Ponente Lucio
                         Antonio          Castillo           Gonzalez            Secretario            Faustino

                         GutiØrrez     Perez




http//ius.scjn.gob.mx/paginas/Reportes/ReporteDE.aspxidius1                    6285   8Tipo1                      9/30/2013




                                                                                                                              00789
Mexico                                                                                                                                                                                                             Page     of 10




Travel Warning
U.S DEPARTMENT                                                                  OF STATE
Bureau                           of          Consular                            Affairs


Mexico


July        12          2013


The     Department                    of State        has     issued       this       Travel         Warning               to   inform            U.S        citizens          about the security

situation          in    Mexico          General             information             on    the       overall          security          situation                is   provided          immediately

below        For information                    on     security        conditions               in
                                                                                                      specific            regions           of    Mexico              which       can        vary

travelers          should             reference        the state-by-state                       assessments                     further          below


This Travel              Warning             supersedes             the Travel             Warning              for       Mexico        dated           November                 20     2012         to


consolidate               and     update         information               about          the    security             situation             and        to    advise         the    public          of


additional              restrictions           on the        travel        of   U.S government                            USG          personnel


General            Conditions


Millions       of       U.S      citizens        safely       visit    Mexico             each       year        for      study         tourism and                      business             including

more than                150000 who                  cross the         border          every          day More                  than        20    million             U.S      citizens           visited


Mexico        in    2012 The Mexican                          government                  makes             considerable                    effort          to    protect         U.S        citizens        and

other       visitors        to        major     tourist       destinations                 and       there           is    no   evidence               that       Transnational                   Criminal


Organizations                  TCO5            have     targeted            U.S        visitors         and          residents          based on                  their      nationality                Resort


areas       and         tourist        destinations            in    Mexico          generally           do          not see the             levels          of drug-related                      violence

and     crime           that     is    reported         in   the     border           region         and        in    areas       along           major           trafficking           routes


Nevertheless                   U.S      travelers            should        be    aware that                the        Mexican           government                       has     been        engaged          in



an    extensive             effort       to    counter         TCOs        which           engage          in        narcotics         trafficking                and       other       unlawful

activities          throughout Mexico                         The TCOs themselves are engaged                                                in         violent struggle                     to    control


drug       trafficking            routes        and     other         criminal            activity         Crime and violence                               are       serious         problems and

can     occur           anywhere              U.S      citizens        have          fallen      victim          to criminal                activity             including            homicide              gun

battles        kidnapping                    carjacking         and        highway              robbery              While        most           of    those          killed     in   narcotics-

related       violence                have     been      members                of   TCOs            innocent             persons            have           also      been       killed       The         number

of    U.S     citizens            reported            to the        Department                of State           as       murdered               in    Mexico was                 113        in   2011      and

71    in    2012


Gun        battles        between             rival    TCOs         or with          Mexican           authorities                have           taken           place      in   towns            and     cities   in



many         parts        of    Mexico          especially            in   the       border          region           Gun        battles              have       occurred          in    broad          daylight

on    streets           and      in    other     public        venues such                    as restaurants                    and     clubs During                      some          of   these


incidents               U.S      citizens        have        been      trapped             and       temporarily                 prevented                  from leaving                the       area TCOs

have       used stolen cars                     buses and             trucks          to    create         roadblocks                  on    major thoroughfares                                  preventing

the     military and                  police    from responding                      to    criminal activity                      The        location             and     timing         of future




hftp//fravel.state.gov/travel/cispa_tw/tw/tw_6033                                                                     .htnil                                                                                            9/30/2013




                                                                                                                                                                                                                                    00790
Mexico                                                                                                                                                                                                                                           Page2oflO



armed           engagements                     is    unpredictable                           We       recommend                    that       you         defer         travel to the                    areas           indicated

in   this      Travel           Warning              and      exercise                 extreme caution                           when         traveling             throughout                     the      northern

border          region


The      number                of     kidnappings                 and        disappeaances                              throughout              Mexico              is     of    particular               concern                Both

local     and        expatriate                communities have                                    been         victimized               In    addition              local            police       have         been

implicated                in   some          of these             incidents                   We       strongly              advise           you     to       lower          your        profile           and      avoid

displaying             any          evidence            of    wealth           that            might draw attention


Carjacking                and         highway           robbery               are serious                       problems            in
                                                                                                                                          many            parts          of the          border             region          and

U.S      citizens              have          been     murdered                    in     such          incidents                 Most victims                  who         complied                with        carjackers                   at


these          checkpoints                   have     reported                that            they        were not physically                         harmed                    Carjackers                  have          shot         at

vehicles         that          fail    to     stop      at    checkpoints                           Incidents               have         occurred              during           the      day and               at    night             and

carjackers                have         used           variety            of   techniques                         including              bumping/moving                            vehicles             to force             them            to

stop     and         running            vehicles             off    the       road             at    high         speeds            There            are       some         indications                 that         criminals

have                                    targeted             newer            and                                                                          dark-colored                     SUVs
            particularly                                                                  larger vehicles                         especially                                                                 However
victims         driving                 variety of vehicles                             from          late        model SUVs                   to    old       sedans             have           also       been          targeted

While          violent incidents                     have          occurred                   at    all        hours        of the       day and               night        on        both        modern             tell




highways              cuotas                   and      on secondary                           roads             they        have         occurred              most frequently                           at    night        and            on

isolated         roads                To reduce              risk       if    absolutely                       necessary           to     travel          by    road we                  strongly                                      to
                                                                                                                                                                                                               urge         you
travel         between                cities    throughout                    Mexico                only        during           daylight            hours           to     avoid           isolated            roads             and           to


use     toll     roads          whenever                possible               The            Mexican              government                   has        deployed                   federal          police         and

military         personnel                   throughout the country                                       as     part       of   its     efforts          to   combat                 the      TCOs U.S                    citizens


traveling            on        Mexican          roads         and            highways                 may         encounter                   government                   checkpoints                      which           are often

staffed         by     military              personnel              or law             enforcement                       personnel TCOs have                                    erected            their        own
unauthorized                    checkpoints                   at times                 wearing                 police        and       military           uniforms                    and        killed      or     abducted

motorists             who have                 failed        to    stop        at       them You                      should           cooperate               at    all      checkpoints


The      U.S         Mission            in    Mexico imposes                           restrictions                    on    U.S government                              employees                     U.S          citizens


working          at the               Embassy           and        the        nine consulates                            throughout                  Mexico              travel that                have            been         in



place       since July                 15 2010 USG employees                                              and      their         families are                  not permitted                      to    drive         for


personal             reasons            from the U.S.-Mexico                                       border         to or          from the            interior             of    Mexico or Central                           America

Personal             travel           by vehicle             is    permitted                   between                  Hermosillo             and         Nogales               but        is   restricted to

daylight             hours          and      the     Highway                 15        toll        road         cuota

USG       personnel                   and     their families                  are         prohibited                    from personal                 travel             to     all     areas          to    which          it    is



advised          todefer non-essential                                  travel                 When              travel for             official                                       essential
                                                                                                                                                      purposes                   is                            it    is



conducted                 with        extensive              security             precautions                         USG        personnel                and       their families are                          allowed               to

travel         for    personal               reasons          to        the       areas             where          no       advisory            is   in    effect           or    where            the advisory                       is    to


exercise             caution            While         the         general              public             is    not forbidden                  from        visiting             places            categorized                    under

defer          non-essential                   travel              USG         personnel                       will     not      be able to respond                             quickly           to    an emergency

situation            in    those          areas       due          to    security                  precautions                   that     must        be       taken            by USG personnel                            to        travel


to those             areas


For     more          information                on     road            safety           and         crime             along       Mexicos                roadways                    see        the    Department                         of


States           Country Specific                       Information



State-by-State                         Assessment




hftp//travel.state.gov/ftavel/cispa_tw/tw/tw_603                                                                                    .html                                                                                                            9/30/2013




                                                                                                                                                                                                                                                                 00791
Mexico                                                                                                                                                                                                                                      Page     of 10




Below         is         state-by-state                        assessment                   of        security            conditions            throughout                 Mexico                The        accompanying

map      will       help        in        identifying                individual             locations                 Travelers              should          be        mindful            that        even        if    no

advisories               are        in     effect         for          given         state            crime          and        violence          can       occur        anywhere                     For general


information                   about travel and                             other     conditions                  in       Mexico          see      our      Country             Specific              Information



Aguascalientes                                 You    should               exercise           caution             when           traveling             to the          areas         of    the        state        that       border

the    state            of    Zacatecas                   as     TCO            activity         in    that       region           continues                There        is     no        advisory           in        effect      for


daytime             travel          to        the areas               of    the state             that          do not border                 Zacatecas                  however                  intercity              travel        at



night    is        not        recommended


Baja California                            north                 Tijuana                 nsenada                      and         Mexicali             are major                cities/travel

destinations                    in         the state of Baja California                                                    see     map       to    identify             their    exact              locations                You

should         exercise                  caution           in    the        northern              state         of        Baja    California                particularly              at    night            There            were

278     homicides                    in       Tijuana           from         January             to     June 2013                   Mexicalis               murder            rate        has         climbed            from

14.3     per         100000                    in   2011         to        15.8     per      100000                  in    2012         In    the       majority              of these              cases              the    killings


appeared                to    be targeted                    TCO           assassinations                       Turf        battles          between              criminal            groups            resulted              in


some       assassinations                            in   areas            of    Tijuana              and       Mexicali           frequented                by        U.S      citizens               Shooting

incidents                in   which             innocent               bystanders                 have           been           injured           have       occurred            during               daylight               hours



Baja California                            South                     Cabo San Lucas                             and La Paz are major                                    cities/travel                       destinations

in    the state of Southern                                          Baja California                             see        map      to      identify         its      exact         location               No         advisory             is



in    effect



Campeche                       No advisory                      is    in    effect



Chiapas San                          Cristobal                  de         las    Casas           is            major            city/travel                destination                     in    Chiapas                     see

map      to        identify              its    exact        location               No       advisory                is    in    effect



Chihuahua                      Ciudad                Juarez Chihuahua                                      City and Copper                             Canyon are major                                 cities/travel

destinations                        in     Chihuahua                             see map to                 identify            their exact             locations               You should                   defer           non
essential               travel           to    the state              of     Chihuahu                      In    Ciudad            Juarez          personal              travel           by     USG employees

outside            the        northeast               portion               of    the      city       the        area           near the Consulate                       General                 is    restricted


Although homicides                                  have        decreased                  markedlyfrom                              high         of    3100            homicides                in     3010            to   749       in



2012Ciudad                          Juarez           still      has         one      of the highest                        homicide rates                   in    Mexico              Crime and                   violence


remain serious                           problems throughout the state                                               of    Chihuahua                   particularly             in        the southern                   portion            of


the     state           and     in        the       Sierra           Mountains                including                   Copper Canyon U.S                              citizens           do        not         however

appear             to    be     targeted                  based on                their nationality



Coahuila You                             should           defer            non-essential                   travel          to the       state          of   Coahuila The                       State         of Coahuila


continues                to experience                       high rates                 of violent crimes                         and     narcotics-related                          murders                TCOs             continue


to    compete                 for    territory               and           coveted          border              crossings           to       the United                States             The       cities        of    Torren

Saltillo            Piedras               Negras             and           Ciudad Acuha                     have           seen an           increase             of    violent crimes                      within           the      last


six    months                 including               murder kidnapping                                     and       armed          carjacking                   Of particular safety                            concern             are


casinos              sportsbooks                      or other                  gambling              establishments                      and      adult          entertainment                        establishments

which         USG             personnel               are        not permitted                        to    frequent


 Colima Manzanillo                                    is             major city/travel                            destination                     in    Colima                 see        map          to    identify           its



 exact        location                   You        should           defer         non-essential                      travel to the                areas          of the        state          of     Colima that




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border      the state             of    MichoacÆn                  including           the    city       of      Tecoman                    You should                    also exercise                 caution


when      travelling             to    other         parts        of the        state     including                Colima               City       and     Manzanhllo                      The security

situation        along       the        Michoacan                 border         continues             to     be    the       most unstable                          in    the state                 with    gun

battles        occurring              between             rival    criminal            groups          and       with         Mexican               authorities                  Homicides

throughout            the     state           rose sharply                from 113           in    2011            to    179           in    2012         according                  to    official         Mexican


government                sources


Durango              You should                defer         non-essential               travel          to the state                       of   Durango                  except           the       city    of



Durango          where           you        should         exercise             caution        Cartel            violence               and        highway                lawlessness                  are


continuing           security               concern             Several         areas     in      the       state        continue                 to experience                      high        rates       of


violence        and        remain            volatile           and      unpredictable                  The Mexican                         government                    deployed               troops           in    March

2013      to    quell      TCO         violence            in     the     La    Laguna         area           which           is
                                                                                                                                       comprised               of    the        cities          of    Gomez

Palaclo        and        Lerdo        in    the     state        of     Durango         and       the        city      of    Torreon               in    the state              of       Coahuila                Of

particular           safety       concern             are       casinos           sportsbooks                    or other               gambling               establishments                         and     adult

entertainment                establishments                        which         USG      personnel                 are not                 permitted               to    frequent               USG         personnel

          not travel outside                       the             of     Durango         and           must abide                     by         curfew            of         a.m         to          a.m         within
may                                                        city


  secured            venue


Estado          de        Mexico             Toluca             and Teotihuacan                         are major travel                             destinations                          in    Estado                de

Mexico               see    map         to     identify           exact         locations          You           should            defer         non-essential                   travel to the


municipalities of                  Coacalco                Ecatepec              Nezahualcoyotl                         La    Paz            Valle       del        Chalco            Solidaridad                      Chalco

and     Ixtapaluca                which         are eastern                portions          of    the greater                     Mexico           City       metropolitan                      area         located


just to the east                 of the        Federal            District        of    Mexico          and         Benito             Juarez            airport            unless traveling                       directly


through         the areas              on     major thoroughfares                            These            areas           have           seen        high rates              of crime               and

insecurity            You     should            also       defer         non-essential                 travel           on any roads                     between                Santa            Marta        in       the


southeast            portion           of the        state        and      Huitzilac         in    the state                 of    Morelos including                             the       Lagunas                de

Zempoala             National               Park     and        surrounding              areas


Guanajuato                   San Miguel                    de Allende and Leon                                are major                      cities/travel                      destinations                       in



Guanajuato                    see           map      to    identify         their      exact           locations              No advisory                      is    in    effect



Guerrero Acapulco                                  Ixtapa Taxco and Zihuatanejo                                                   are major cities/travel                                            destinations

in    Guerrero                see           map      to    identify         their      exact           locations              You           should         defer           non-essential                    travel           to


the northwestern                       and     southern                portions         of the         state        the           area           west     and            south        of the          town         of


Arcelia        on    the     border            with        Estado         de Mexico               in   the       north         and the town                         of Tlapa              near the border

with      Oaxaca             except            for    the        cities     of    Acapulco              Zihuatanejo                          and     Ixtapa               In    those           cities        you

should         exercise           caution            and        stay      within       tourist          areas You should                             also           exercise              caution           and        travel



 only during              daylight           hours         on     toll    highway            cuota                  95D between                          Mexico City and                         Acapulco               and

 highway            200     between             Acapulco                 and     Zihuatanejo/Ixtapa                               In        Acapulco                defer       non-essential                     travel          to


 areas      further than                      blocks        inland         of    the    Costera             Miguel            Aleman               Boulevard                    which           parallels              the


 popular        beach         areas            Lodging            for     USG       personnel               is     limited             to the       Hotel                Zone         of    Acapulco

 beginning            from the Hotel Avalon                               Excalibur          Acapulco               in   the           north        and        going           south         through Puerto

 Marquez            including           the        Playa        Diamante            area Any                activity              outside           the        Hotel           Zone        for        USG     personnel

 is   limited        to    the     coastal           area        from La          Quebrada              to the           beginning                  of the           Hotel       Zone            and        only        during


 daylight           hours         In    general the                    popular         tourist         area        of    Diamante                   just south                  of    the city              has         been

 less     affected          by     violence               Flying         into    the    coastal             cities       in    southern                  Guerrero remains the preferred

 method          of travel             You should                 defer         non-essential                 travel          by land between                             Acapulco               and




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Zihuatanejo/Ixtapa                                 travel           to    Zihuatanejo/Ixtapa                        only       by     air      and exercise                   caution        while           in




Zihuatanejo/Ixtapa                                 If    travelling              by    automobile                 between           Mexico              City    and         Acapulco         you        should

exercise           caution             and          travel           only      during         daylight            hours        on     toll     highway               cuota 95D                        staying            on

the    toll     road           towards the Playa                              Diamante                area     and       avoiding            the        highway             running        through                the        city


of   Acapulco                  You      should                also       exercise          caution           in   the     northern             region           of Guerrero                the        area         north         of


the    town          of       Arcelia         on         the border                 with    Estado           de     Mexico          in    the north                 and     the    town        of    Tlapa          near

the    border             with         Oaxaca                      The state          of    Guerrero              has     seen an             increase              in    violence         among             rival


criminal           organizations                         Acapulcos                   murder rates                 increased              dramatically                     since    2009         in     response                  in


2011      the        Government                          of    Mexico            sent additional                  military          and       federal           police       to    the     state        to        assist


State         security           forces             in
                                                              implementing                 ongoing            operation             Guerrero                   Seguro Secure                        Guerrero                  that

focuses            on combating                          organized               crime       and       returning            security            to      the environs                of    popular            tourist


areas Self-defense                             groups operate                         independently                      of the      government                      in    the    Costa      Chica           region            of

eastern            Guerrero                  Armed                 members            of these           groups frequently                         maintain                roadblocks               and although

not considered                       hostile             to    foreigners              or tourists                are suspicious                   of   outsiders             and        should        be

considered                volatile            and             unpredictable



Hidalgo              No         advisory                 is    in    effect



Jalisco            Guadalajara                           Puerto           Vallarta          and        Lake        Chapala           are       major           cities/travel              destinations                   in



Jalisco            see         map       to        identify              their      exact     locations                  You   should              defer       non-essential                travel           to     areas           of

the state            that         borders                the state             of     Michoacn                The        security            situation          along         the       Michoacn                  and

Zacatecas                 borders            continues                   to    be     unstable           and       gun      battles           between                criminal           groups and

authorities               occur              Concerns                 include          roadblocks                 placed       by individuals                   posing            as police           or    military


personnel                and      recent                gun         battles         between            rival      TCOs         involving             automatic               weapons                 You should

exercise           caution              in    rural            areas          and when            using           secondary              highways                   particularly           along           the


northern             border            of the state                       Except        for      the areas               of the      state         that        border         Michoacan                there            is    no

advisory            in        effect     for        datime                travel       within          major population                        centers              or    major highways                     in     the

state         of Jalisco               Intercity               travel          at    night       is    not     recommended There                                is        no recommendation                         against

travel        to    Guadalajara                         and         Puerto          Vallarta           There        is    also      no     recommendation                          against           travel         on

principal            highways                 in        Jalisco          between            Guadalajara                  including            the       portions            that    cross       in     to the

southern             portions                of the            state       of Nayarit



Mexico             City          also known                           as the          Federal            District                No      advisory              is    in    effect        See        also     the

discussion                in    the     section                on        Estado        de Mexico              for    areas          within         the     greater            Mexico        City        metropolitan

area


MichoacÆn                       Morelia                  is         major           city/travel                destination                    in   MichoacÆn                       see     map         to     identify


exact         locations                You          should               defer      non-essential                  travel to the               state of MichoacÆn except                                    the      cities


of    Morelia             and      Uzaro Cardenas                                where        you should                 exercise            caution            Flying           into    Morelia           and       LÆzaro

Cardenas                 is    the     recommended                            method          of travel              Attacks          on       Mexican               government              officials              law

enforcement                     and      military                   personnel              and        other       incidents           of TCO-related                       violence          have           occurred


throughout Michoacn                                           In    the       northwestern               portion           of the         state          self-defense                   groups        operate

 independently                     of the               government                    Armed            members             of the groups                   frequently               maintain               roadblocks

 and     although                not         considered                   hostile       to foreigners                    or tourists               are suspicious                  of    outsiders                and

 should         be        considered                    volatile          and        unpredictable                   Groups           in     Michoacan                    are reputed           to     be     linked           to

TCO5




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Morelos Cuernavaca                                    is             major            city/travel                  destination                       in    Morelos                  see       attached                map         to



identify         their exact               locations                      You should              exercise           caution           in       the         state        of Morelos                due         to    the


unpredictable                  nature           of    TCO                violence           You should              also        defer           non-essential                      travel          on any roads

between            Huitzilac          in        the        northwest                  corner           of the state             and        Santa             Marta           in    the    state           of       Mexico

including           the       Lagunas                de        Zempoala                National           Park      and         surrounding                       areas            On August                   24 2012                two

USG employees                      were          injured                  after      being       fired        upon        by Federal                      Police        officers         on        an     isolated           road

north       of    Tres        Marias             Morelos Numerous                                 incidents              of narcotics-related                                violence          have            also occurred


in   the    city        of    Cuernavaca


Nayarit             You should                  defer               non-essential                 travel        to areas          of       the state                of       Nayarit          that           border         the


states       of     Sinaloa         or      Durango                       as    well       as    all    rural      areas        and        secondary                     highways                  You         should

exercise           caution         when              traveling to the                        cities      of    Tepic        Xalisco                   or    San         Bias There                  is       nd


recommendation                      against                    travel          to the       Vallarta-Nayarit                    area            in    the southern                   portion              of the state


also    known            as the       Riviera                   Nayarit             or to       principal          highways                in        the southern                  portion              of     the state

used       to    travel        from Guadalajara                                 to    Puerto           Vallarta



Nuevo            Leon           Monterrey                        is            major        city/travel                  destination                       in      Nuevo            Leon-           see map to

identify          its   exact       location                    You should                  defer       non-essential                  travel               to     the       state       of    Nuevo               Leon          except

the metropolitan                    area             of    Monterrey where                             you should               exercise                  caution            Although               the           level     of    lCD

violence           and        general            insecurity                    in    Monterrey               has    decreased                   within            the     last      12    months                    sporadic


gun     battles continue                        to    occur               in    the     greater          Monterrey area Adult entertainment                                                         establishments

and casinos                  continue            to       be        targets           of    TCO        activity          TCOs have kidnapped                                       and        in    some            cases


murdered                American                citizens                  even       when ransom demands                                   are        met TCOs have                            been            known             to


attack          local        government                    facilities                prisons           and    police       stations                   and         are     engaged              in        public           shootouts


with    the        military         and          between                   themselves                   TCO5        have        used            vehicle-borne                      improvised                      explosive

devices           against          military               and            law    enforcement                   units as          well        as incendiary                         devices          against                several


types       of     businesses                   Pedestrians                       and       innocent          bystanders                   have            been         killed       in   these


incidents               Local      police            and            private          patrols           have     limited capacity                           to     deter           criminal          elements or

respond            effectively             to        security                  incidents          As          result       of         Department                        of State              assessment                    of the


overall          security          situation                    the Consulate                    General            in    Monterrey                   is          partially          unaccompanied                           post

with       no     minor dependents                                  of    USG        personnel               permitted USG personnel                                          serving          at the               U.S

Consulate               General            in    Monterrey may                              not frequent                 casinos sportsbooks                                      or other          gambling

establishments                     USG           personnel                      may        not    travel        outside          the        San Pedro                    Garza           Garcia              municipal

boundaries                   between                  am             and             a.m         except            for travel          to        the airport                  after           a.rn



Oaxaca                  Oaxaca             Huatulco                        and Puerto                   Escondido                are major cities/travel                                           destinations                        in



Oaxaca                  see     map        to        identify              their exact                 locations           No     advisory                   is    in    effect



Puebla No                    advisory            is       in     effect



Queretaro                     No   advisory                    is    in    effect



Quintana                 Roo Cancun Cozumel                                                 Playa del              Carmen                  Riviera                 Maya           and Tulum                        are major

 cities/travel                  destinations                              in    Quintana                Roo         see attached                          map       to identify               their exact


 locations              No     advisory               is       in    effect



 San       Luis         Potosi          You           should               defer           non-essential                 travel       to        the        state        of    San        Luis       Potosi            except           the


        of       San         Luis Potosi              where               you        should        exercise              caution            The entire stretch                            of       highway                57D         in
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San     Luis    Potosi          and        portions            of the           state        east of              highway                57D towards Tamaulipas                                 are        particularly


dangerous                  USG employee                         was        killed         and         another                wounded                when         they       were attacked                   in    their

U.S government                       vehicle            on     Highway               57     near            Santa                Maria     del      Rio     in      2011        Cartel        violence            and

highway         lawlessness                 are              continuing              security                concern                   USG         personnel            may        not frequent                   casinos

sportsbooks               or other             gambling               establishments                             and         adult        entertainment                   establishments                      USG

personnel           may        not        travel        outside            the       City       of     San Luis Potosi and                                must abide               by          curfew         of          a.m

to      am         within             secured                venue


Sinaloa            Mazatlanis                        major            city/travel                     destination                        in    Sinaloa                 see      map      to     identify           its    exact

location           You should               defer         non-essential                     travel               to    the state              of    Sinaloa            except       the       city    of Mazatlan

where        you should               exercise               caution            particularly                     late        at    night         and      in     the early         morning                 One      of

Mexicos         most           powerful            TCO5         is     based          in     the state                      of    Sinaloa With                   the    exception             of     Ciudad          Juarºz

since    2006        more            homicides                 have        occurred              in     the states                     capital         city      of Culiacan             than         in    any other

city    in   Mexico            Travel          off   the       toll    roads           cuotas                          in    remote areas                      of Sinaloa          is    especially

dangerous            and       should           be      avoided                 We     recommend                            that       any      travel         in   Mazatlan             be    limited to             Zona

Dorada         and       the        historic         town       center               as     well       as direct routes                            to/from          these         locations           and         the


airport



Sonora             Nogales Puerto                              Peflasco               Hermosillo                             and San Carlos are major                                         cities/travel

destinations                in       Sonora                  see      map        to       identify               their           exact        locations             U.S       citizens         visiting           Puerto

Peæasco         should           exercise            caution           and           use     the           Lukeville                   Arizona/Sonoyta                       Sonora           border         crossing

in   order     to    limit          driving through                    Mexico               You        should                defer        non-essential                   travel        between             the      city       of


Nogales        and       the        cities      of      Sonoyta             and       Caborca which                                area        also     includes             the    smaller           cities        of Saric


Tubutama             and        Altar           defer          non-essential                     travel                to    the       eastern         edge          of the        State        of    Sonora             which

borders        the       State        of    Chihuahua                  all       points          along                that        border           east of the            northern             city    of    Agua

Prieta       and     the southern                    town       of Ala          mos             and          defer               non-essential                 travel      within        the       city     of     Ciudad

Obregon            and     southward                 with the              exception                  of     travel to                 Alamos          traveling              only       during        daylight

hours        and     using          only     the        Highway                 15   toll
                                                                                                road or                 cuota                 and      Sonora State                   Road         162            Sonora            is




     key region           in    the       international                drug           and        human                  trafficking                trades           and     can     be    extremely

dangerous            for       travelers             The region                  west           of    Nogales                     east     of      Sonoyta              and     from Caborca                      north

including          the     towns           of Saric             Tubutama                    and       Altar             and         the       eastern            edge      of     Sonora           bordering

Chihuahua                are     known             centers            of    illegal         activity                   Travelers              throughout                Sonora          are     encouraged                     to

limit    travel to          main           roads          during           daylight             hours


Tabasco              Villahermosa                         is        major            city/travel                        destination                    in      Tabasco -see attached                                     map
to     identify          its    exact           location                   No    advisory                   is    in    effect



Tamaulipas                     Matamoros                       Nuevo             Laredo Reynosa                                        and Tampico                      are major cities/travel

destinations                   in    Tamaulipas                        see           map        to    identify                   their exact           locations                You      should        defer          non
essential          travel to              the state            of     Tamaulipas                      All        USG employees                         are       prohibited             from personal                    travel


on     Tamaulipas               highways                outside            of    Matamoros                        and            Nuevo        Laredo           due      to the        tenuous              security

situation           In    Matamoros USG employees                                               are subject                       to     further        movement                  restrictions              between

midnight           and              a.m USG employees                                may             not frequent                      casinos          and         adult       entertainment

establishments                      Matamoros Reynosa Nuevo                                                 Laredo                 and        Ciudad           Victoria         have      experienced

grenade            attacks           in   the      past        year         as       well       as     numerous                        reported           gun       battles           Nuevo           Laredo             has


seen           marked            increase            in      the      number               of    murders                     carjackings                  and        robberies           in    the     past        year             For


example             the    numbers                 of     murders are up                         92.S%                 over         last      year        These           crimes         occur        in    all    parts        of




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the    city       at   all    times             of the           day The            kidnapping                 rate       for     Tamaulipas                    the        highest           for      all    states       in



Mexico            more than                 doubled                in    the     past     year           In    February                2013          four           masked             and       armed         individuals


attempted               to    kidnap                  USG employee                      in    Matamoros                    during        daylight               hours            All    travelers             should           be

aware         of the          risks        posed             by    armed          robbery           and            carjacking            on        state        highways               throughout

Tamaulipas                   particularly                   on highways                and      roads              outside           of urban             areas        along           the northern

border Traveling                           outside           of    cities        after dark              is   particularly              dangerous                     While            no    highway              routes

through           Tamaulipas                     are        considered              safe       many            of the crimes                   reported               to    the        U.S        Consulate

General           in    Matamoros                     have         taken         place       along            the        Matamoros-Tampico                             highway


Tiaxcala               No      advisory                is    in    effect



Veracruz You                       should              exercise              caution         when         traveling              in    the     state           of    Veracruz The                       state       of


Veracruz           continues                    to    experience               violence            among             rival       criminal            organizations                          Mexican           federal


security          forces        continue                    to    assist       state      and       local          security           forces         in
                                                                                                                                                               providing           security             and

combating               organized                    crime


Yucatan                Merida               and Chichen                       Itza      are major                   cities/travel                    destinations                           in    Yucatan            -see

map      to    identify              its    exact           location             No    advisory               is    in    effect



Zacatecas                    You should                     defer        nonessential                   travel           within       the state                of    Zacatecas               to       the    area

bordering              the states                of    Aguascalientes                        Coahuila Durango                             and        Jalisco          and         exercise              caution          in    the

interior       of the state                     including               the    city     of   Zacatecas                    The         regions        of        the    state        bordering                 Durango

and     Coahuila              as      well           as the        cities      of     Fresnillo           and        Fresnillo-Sombrete                              and        surrounding                  area        are

particularly             dangerous                     The         northwestern                 portion              of    the        state        of Zacatecas                   has        become            notably

dangerous               and        insecure                  Robberies              and      carjackings                   are occurring                   with       increased                  frequency and

both     local         authorities                   and         residents          have       reported                    surge         in    observed               TCO         activity              This area              is



remote            and        local         authorities                  are    unable         to    regularly               patrol       it    or quickly                  respond               to   incidents           that

occur      there Gun                    battles             between              criminal          groups                and    authorities                occur           in    the area              of the state


bordering              the state                of Jalisco               There         have        also        been        reports            of    roadblocks                   and        false checkpoints                       on

highways               between              the states                  of    Zacatecas            and         Jalisco            The     city       of Fresnillo                  the           area       extending

northwest              from          Fresnhllo               along        Highway            45     Fresnillo-Sombrete between                                                   Highways               44     and       49
and      highway              49 northwards from                                 Fresnillo         through                Durango             and         in    to    Chihuahua                   are       considered

dangerous                Extreme                 caution                should        be taken            when            traveling            in    the        remainder of the state                                   Of

particular safety                      concern               are        casinos         sportsbooks                       or other            gambling establishments                                       and     adult

entertainment                   establishments                               which      USG        personnel                   may      not         frequent               USG         personnel               may        not

travel        outside          the City of                   Zacatecas                after dark              and         must        abide         by          curfew            of          a.m       to        a.m
within            secured              venue


Further Information


For     more detailed                      information                    on staying            safe          in    Mexico             please         see           the State               Departments

Country Specific                       Information                      for    Mexico


For the           latest       security               information                   U.S       citizens              traveling           abroad             should               regularly             monitor the

State         Departments                        internet           web        site       where           the       current            Worldwide                    Caution            Travel           Warnings                and

Travel        Alerts can                   be    found             Follow         us    on Twitter                  and        the     Bureau             of    Consular               Affairs          page       on

Facebook               as     well          Up-to-date                   information               on     security              can     also        be     obtained               by        calling         1-888-407-

4747       toll        free     in    the        United            States         and        Canada            or for           callers        outside               the        United           States        and




http//travel.state.gov/travellcispa_tw/tw/tw6033                                                                                .html                                                                                                    9/30/2013




                                                                                                                                                                                                                                                     00797
Mexico                                                                                                                                                                                        Page   of 10




Canada               regular    toll       line    at    001-202-501-4444                       These        numbers              are available            from       800 a.m            to


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telephone         long distance              within       Mexico           01-55-5080-2000                      U.S      citizens          may        also contact           the


Embassy         by    e-mail


Consulates             with          consular            districts


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      333      268-2100

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      U.S      number
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      Coahuila          Avenida            Constitucion              411     Poniente            telephone            01      152818                     047-3100

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      631       311-8150

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      Allende     3330         col        Jardin telephone                   01152867                        714-0512

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All    other    Mexican         states the Federal                      District         of    Mexico        City      and     the      city   of     Tampico Tamaulipas
are part        of the      Embassys               consular           district




Consular          Agencies


      Acapulco         Hotel     Emporio                Costera         Miguel       Aleman            121           Suite     14       telephone              01152744                   481

      -0100     or    01152744                          484-0300

      Cancn           Blvd     Kukulcan             Km     13     ZH       Torre     La       Europea         Despacho              301      Cancun Quintana                      Roo
      Mexico C.P 77500                     telephone            01152998                         883-0272

      Cozumel          Plaza     Villa      Mar en         el   Centro           Plaza         Principal        Parque            JuÆrez       between              Melgar        and   5th


      Ave       2nd    floor     locales                  and           telephone              01152987                       872-4574            or      202-459-4661

      U.S number

      Ixtapa/Zihuatariejo                   Hotel        Fontan            Blvd      Ixtapa           telephone          01152755                          553-2100




http//travel.state.gov/travellcispa_tw/tw/tw_603                                                          .h1                                                                                    9/30/2013




                                                                                                                                                                                                             00798
Mexico                                                                                                                                                 PagelOoflO




  Los   Cabos        Las Tieridas         de   Palmilla      Local     B221        Carretera     Transpeninsular         Km      27.5     San   JosØ

  del   Cabo       BCS      Mexico       23406      Telephone           624        143-3566       Fax    624        143-6750

  Mazatlthn        Playa     Gaviotas          202     Zona       Dorada          telephone      01152669               916-5889

  Oaxaca Macedonlo Alcal                       no    407     interior        20    telephone     01152951                514-3054         011       52
  951       516-2853

  Piedras        Negras     Abasolo       211         Zona     Centro          Piedras    Negras        Coah    Tel     01152878                782-

  5586

  Playa     del    Carmen         The     Palapa          Calle        Sur between            Avenida    15   and    Avenida     20     telephone

  01152984                  873-0303           or   202-370-6708a                 U.S   number
  Puerto     Vallarta       Paradise       Plaza      Paseo       de    los   Cocoteros             Local           Interior    17      Nuevo

  Vallarta        Nayarit      telephone            01152322                  222-0069

  San     Luis    PotosI      Edificlo    Las Terrazas               Avenida        Venustiano      Carranza        2076-41       Col Polanco

  telephone         01     152444               811-7802/7803

  San     Miguel    de Allende           Centro      Comercial          La    Luciernaga        Libramiento         Manuel     Zavala    Pepe
  KBZON           telephone       01152415                    152-2357




http//tiavel.state.gov/travellcispa_tw/tw/tw_6033                                        .html                                                             9/30/2013




                                                                                                                                                                       00799
                                            CASENUMBER414.270


IN   THE ESTATE OF                                                         IN   PROBATE           COURT NO ONE
DOROTHY         LOIJISE       LONGORIA
DECEASED                                                                         HARRIS          COUNTY TEXAS

                     ORDER DENYING MOTION OF SHELBY LONGORIIA
                       TO DISMISS OR TO ABATE COUNTERCLAIMS

       On    October         2013      the Court   heard      Counter-Defendant         Shelby Longorias         Motion


To Dismiss     Counterclaims         for   Forum Non Conveniens            or Alternatively        To Abate Pending


Resolution    of Will Contest and Mexican               Litigation   the   Motion              Having   considered   the



Motion     the brief filed     in   support   of the   Motion     the response     to    the    Motion   the   evidence



admitted     during    the   hearing       on the Motion        and the record     of    this    case   the   Court has



concluded     that    the Motion     should   be denied



       IT IS    THEREFORE ORDERED                      that   Counter-Defendant         Shelby Longorias         Motion


To Dismiss     Counterclaims         for   Forum Non Conveniens            or Alternatively        To Abate Pending


Resolution     of Will Contest       and Mexican        Litigation   be and     hereby     is    DENIED

        SO ORDERED             on   this
                                           ______      day of_____________________                        2013




                                                                           PRESIDING            JUDGE
                                                                     PROBATE     CouRT Nu1vIBER          ONE
                                                                       HARRIs     CouNTY TEXAS




ORDER DENYING MOTION OF SHELBY LONGORIA
TO DISMISS OR TO ABATE COUNTERCLAIMS                                                                           Solo Page




                                                                                                                           00800
                                        Case   Number 414270


 IN   THE ESTATE OF                                  IN   THE PROBATE   COURT NUMBER ONE
 DOROTHY           LOUISE    LONGORIA
 DECEASED
                                                                   HARRIS   COUNTY TEXAS




                            Shelby Longorias  Reply in Further Support
                                  of Motion to Dismiss or Abate




2888738v1/013774




                                                                                           00801
                                                   Table   of Contents




           The Court Should        Dismiss     Tommys      Claim for Forum Non Conveniens


                   Mexico    Is    an Available and      Adequate   Alternative   Forum


                   The   Private    Interest   Factors   Support Dismissal


                   The Public      Interest Factors      Support Dismissal                  10


II        Alternatively     the    Court Should    Abate    Tommys      Claim               11




2888738v1/013774




                                                                                                 00802
                                                       Table   of   Authorities




Aguinda            Texaco      Inc
      142        Supp 2d 534          S.D.N.Y 2001

Del Istmo Assurance             Corp        Platon
      2011      WL   5508641         S.D   Fla   Nov 92011

DTE          LLC        BBVA Bancomer            S.A
      508    F.3d 785     5th Cir 2007


Dunsby           Transocean          Inc
      329        Supp 2d       890    S.D Tex 2004

Gallego           Garcia
      2010 WL2354585                 S.D Cal.June92010                                           511

Gomez        de Hernandez            Bridgestone        Firestone       Am   Tire

      204 S.W.3d 473           Tex App           Corpus    Christi    2006 pet denied


Ibarra          Orica   USA
      493    Fed Appx 489 5th              Cir   2012

In   re   Air Crash Over the Mid-Atlantic               on June       2009
      792F.Supp.2d1090N.D.Cal.2011                                                  ..

In   re   BPZ   Resources       Inc
      359    S.W.3d 866        Tex App Houston                       Dist 2012 orig proceeding


In   re   Ford Motor      Co
      591    F.3d 406     5th Cir 2009


In   re   Mantle    Oil     Gas       LLC
      2012    WL     5323584         Tex App         Houston          Dist   2012 no pet

In   re Pirelli    Tire   L.L.C
      247 S.W.3d 670           Tex 2007                                                          .67

In   re   Pittsburgh Corning          Corp
      2013    WL     2299620         Bankr    W.D      Pa May 24 2013

Israel    Discount      Bank    Ltd        Schn app
      505       Supp 2d 651           C.D    Cal 2007




2888738v1/013774




                                                                                                       00803
ISTIL      Group      Inc         Masood
     2004 WL948376D.Or.Apr.302004


Liberty Mutual Ins               Co         Transit   Mix Concrete           Materials      Co
     2013     WL     3329026           Tex App          Texarkana     June     28 2013      pet   filed



Miralda            Tidewater          Inc
     2012     WL     3637845           E.D     La Aug 232012


Morales            Ford Motor          Co
     313       Supp         2d 672      S.D Tex 2004                                                      89

Navarrete      de Pedrero               Schwezer       Aircraft    Corp
     635       Supp         2d   251    W.D.N.Y 2009

Paolicelli          Ford Motor          Co
     289 Fed Appx                387 11th Cir         Aug 20 2008

Paulownia Plantations de Panama Corp                               Rajamannan
     793     N.W.2d     128        Minn 2009

Rustal      Trading    US        Inc        Makki
     17    Fed Appx          331       6th Cir     Aug 212001

   Megga Telecommunications Ltd                           Lucent    Technologies         Inc
    1997WL86413D.Del.Feb.141997

Sonat      Exploration           Co      Cudd Pressure          Control      Inc
     271     S.W.3d228           Tex        2008                                                          10



Transunion         Corp           Pepsico       Inc
     811F.2d1272dCir.1987

United Bank for Africa                 PLC       Coker
     2003     WL22741575                S.D.N.Y.2003

Vinmar Trade Fin Ltd                        Utility Trailers      de Mexico        S.A de
     336     S.W.3d 664          Tex App              Houston         Dist.J       2010 no pet            10




                                                                       ill




2888738v1/013774




                                                                                                               00804
            This case              is    beginning                to   resemble the old-time carnival                                            game Whack-a-Mole.1                                    quick



timeline         shows         Tommy               Dorseys repeated                           efforts              right     up        to   the        week        before          the      hearing             to




recast    the      estates          purported               claims        in    some way                   that     will     avoid forum non conveniens                                      dismissal



                             Tommy               filed       this case              on May                     2013          seeking to                do      three         things
                             invalidate                     Mexican             judgment                    partitioning                community                      property2

                             invalidate                  Mexican               trust3         and                 invalidate            orders          of         Mexican               court

                                                  Eduardo               Longoria              Sr.s         will.4
                             probating



                             Shelby            answered                the     petition         on June               17 2013                    and    asserted             forum          non
                             conveniens                 as             defense.5              On      June           18 2013                     Shelby           filed            petition

                             contesting                the         will        pursuant               to          which           Tommy                 was            appointed                 as

                             independent                 executor of Dorothys                                estate




                             On      July        18 2013                after      reviewing                 Shelbys answer                        asserting                 forum          non
                             conveniens                 defense                Tommy                nonsuited                his       claim           and        refiled          it     as

                             counterclaim                    to    the       will    contest                         procedural                  subterfuge                 designed             to

                             support             the        fictions          in  Tommys response brief that Shelby somehow
                             initiated this litigation                         and that Tommys claims somehow  are intrinsically

                             related        to    Shelbys               will contest.6




                             On      September                    26 2013                having             reviewed           Shelbys motion                               to     dismiss

                             Tommy             filed         another set of counterclaims                                    which he completely                             rewrote to

                             scrub the references                         to    Mexico          and          accenthate                the references                  to    Texas.7



            Tommy              seeks        to    avoid           forum non conveniens                                by completely                    rewriting             his       pleading              right



before the hearing                   and       then claiming that                        Shelby              is    now       attacking                 straw           man Tommy                      asserts




contrary         to    his     original            petition             and        his    original                counterclaim                     that      he        is   not        contesting             the




Mexican          trust       and     not contesting                     the     orders         of the Mexican                          court       probating                Eduardo              Sr.s        will



But the Inventory                        Appraisement                        and    List       of Claims                   that    Tommy                filed          in this         Court just five




  The     term        Whac-a-Mole         or Whack-a-mole                                is    used         colloquially          to    denote            repetitious            and    futile    task        each

time an     adversary         is   whacked    only pops up
                                                       it                           again       somewhere               else In             re    Pittsburgh           Corning          Corp          2013    WL
2299620     at           Bankr W.D Pa May 24 2013
                       n.8

 Plaintiffs      Original Petition May 2013 at 11
31d       21-24
4id       27-29
 Defendant         Shelby      Longorias            Answer             to Plaintiffs          Original            Petition    June 17 2013                   at

  See     Non-Suit           Without        Prejudice              July        18    2013           and           Original        Counterclaims                   of    James          Thomas          Dorsey
Independent        Executor         of   the     Estate      of Dorothy            Louise      Longoria              Deceased           July        18 2013
 Original     Counterclaims              of James            Thomas          Dorsey Independent  Executor of the Estate                                        of Dorothy              Louise     Longoria
Deceased      to      Shelby       Longorias           Amended            Contest  of 2010 Will September 26 2013




2888738v1/013774                                                                                      .1




                                                                                                                                                                                                                     00805
weeks ago                tells            different         story He              says       that    the       estate          has      claim for                 49011050                for shares




of stock           in        two         Mexican            companies                  formerly          held by               the     Mexican            trust.8     This      filing         can        be



squared        only with                        claim that         seeks          to    recover for the estate half                            of the assets that               were           held by



the    Mexican               trust




              In        order to               prevail       on    such                claim        Tommy                 at         minimum would somehow                                  have          to




persuade                 court          to     invalidate         the    Mexican             trust       and       to    invalidate           the    orders         of the Mexican               court




probating               the    will            of Eduardo          Sr which provided                               for his        property to               be    passed       to    Shelby          and



Eduardo            Jr through                   the       Mexican        trust          This     Court must                    decide whether                     Texas    court           indeed


Harris       County jury                        or        Mexican            court      is     better          forum           for resolving              these      attacks         on    Mexican


legal    documents                      and     court      orders



             Tommys                      response           also       tacitly         admits that            he    somehow              will       have     to     overcome             the   agreed



1983     order of                       Mexican           court    partitioning                the       property of Eduardo                         Sr and         Dorothy.9             Tommys

pleadings               and         his        briefs      have        all    avoided            expressly mentioning                               the     Mexican            court       order          of



partition          but        it    will       not go away             just       because        Tommy              pretends that               it   does not exist                 It   does exist



and    its   existence                  is     an insurmountable                       barrier      to    the      estate        recovering            based        on     theory that               it   is




entitled      to              community property                              interest           Presumably                    Tommy           has        some       undisclosed                theory



about        why         and            how      the      estate       can    attack                30-year-old Mexican                             court        order    This court                must



decide whether                           Texas         court      or         Mexican           court          is        better       forum for resolving                  an    attack         on    this




Mexican        court               order



             In         an     effort           to     create      the
                                                                              appearance                 that       this        case     is    not        primarily about                  Mexican


property           trusts               and     court       orders           Tommy            added            allegations             to     his    new amended                counterclaim



about     two           letters          sent        to   Dorothy            in   Texas          The          merit of Shelbys                       motion         is   illustrated            by the




 Exhibit       hereto              at


                   to    Motion           to   Dismiss      or   Abate       Counterclaims               at   23



2888738v1/013774




                                                                                                                                                                                                               00806
 weakness           of the           new     allegations           which           Tommy             chose        to    highlight           in    an    apparent            attempt        to



 demonstrate                Texas       connection



                 First    Tommy             alleges        Shelby promised                    Dorothy        in    2007        that       he would pay              $100000             each



 to    Sylvia and          Adriana          upon Dorothys                    death         Tommy           admits that               Shelby tendered                 this    money         to




 Sylvia and          Adriana but complains                          that         Shelby requested them to release                                 any       claims against               him


 in return        for receiving             this substantial               gift    It    is        mystery        how        these      facts     are   supposed            to    support


      claim by the estate               against         Shelby


                 Second         Tommy             points     to         letter    that     Eduardo           Jr sent to Dorothy                       more than           thirty years




ago on August                         1983 over            his    and     Shelbys             signature.1          The handwritten                     letter       which        Tommy

grandiosely              characterizes             as establishing                 private            trust        states      in   full


             Dearest           Mom
                 Shelby        and      are writing              you      this    letter       with        great        deal     of love and            respect             We
             want you            to    know        that    the     assets that           Dad        has willed          to    us     as    long as you live                 we
             will    hold them as                  if   they were          yours         We         will   make         the    fruits      available         to     you     for

             your        direction          as     to   their      use This             letter       has    value        to    only you because                      of our

             commitment                to    your well-being and                        happiness           More importantly than                        the      worldly
             goods         is    our promise                to    always          care        for    you     and        to    provide           for               spiritual
                                                                                                                                                       your
             needs         We        hereby pledge to you our unending                                     devotion



             Your Sons
             Eduardo            Longoria                                 Shelby Luis Longoria2


             Make         no     mistake            Shelby        always          supported            his   mother to the                  end       of her life           He    always


cared       for   her and        provided           for    her needs             But the Court               is   not required             to     overlook          the     clear    facts



It    is   absurd        for    Tommy             to    maintain           that     he        is    seeking to           recover           for    the   estate        based         on     an



obviously           unenforceable                  30-year-old pledge                      of devotion                 while         implausibly             asserting           that     his



case       has nothing           to    do    with the            subsequent             Mexican                                     and     Mexican           court         orders       that
                                                                                                           agreements




10
      Original     Counterclaims             of    James         Thomas          Dorsey        Independent             Executor       of    the    Estate     of     Dorothy        Louise

Longoria         Deceased        to   Shelby       Longorias        Amended             Contest      of 2010      Will       September 26 2013                 at     17
11d         16
2Exhjbit          hereto




2888738v1/013774




                                                                                                                                                                                                00807
 actually         governed        the   arrangements             for     disposition           of the Mexican                     property that            made up             the




 bulk of the assets separately                   owned         by Eduardo          Sr and          Dorothy


             In    his   inventory         of claims           Tommy            told    the    Court          what          he    is   seeking        in    this        lawsuit



recovery          of half of the value of the businesses                         formerly held by the Mexican                                 trust       Tommys              new


far-fetched         allegations         are just         temporary          fix    to    get   him       past        the     motion        to     dismiss hearing               If




the    Court       were      to   deny     Shelbys             motion       Tommy             would almost                    certainly           pop back         up         His



extensive          original       discovery           relating      to    the    Mexican           trust        court            orders       and    property would


surface       The Court should end                    this   game now and               send the case to Mexico                           where      it
                                                                                                                                                          belongs




                   The     Court Should Dismiss                      Tommys             Claim          for    Forum Non Conveniens


             Recognizing           that    his   case     is   in        hole    Tommy            relies     on      artful       repleading         to    argue        against



forum non conveniens                    dismissal For example after having                                   first    sued Shelby                 Tommy       non-suited



his    claim once           Shelby        subsequently           filed          will    contest          Tommy               then refiled the               same         claims



with which he              initiated this litigation             as      counterclaims            to   the will         contest           and      now     tries    to       argue


that   it   was Shelby who              first    invoked       the jurisdiction              of   this   Court Regardless                          Tommy           is   flat-out




wrong       when      he    argues that          the    Court cannot             dismiss          Tommys              counterclaim                 while maintaining



jurisdiction        over Shelbys            claim        See Israel Discount                   Bank Ltd                 Schnapp              505           Supp         2d    651

662    C.D         Cal 2007 dismissing                       counterclaim              for   forum       non conveniens                      in    favor of an           Israeli




forum       while remanding               the    plaintiffs         claim to California                  state       court         affd 321           Fed     Appx            700



9th Cir       2009          ISTIL       Group      Inc           Masood 2004                 WL        948376          at     6..7                Or Apr 30 2004


dismissing          only the counterclaim                    because       Channel           Islands      were              superior         forum          United Bank



for Africa         PLC            Coker      2003        WL         22741575           46         S.D.N.Y               2003           dismissing             employees


employment            related       counterclaims              on grounds              of forum non conveniens                               or                    deference
                                                                                                                                                   judicial



while       permitting        employer           to    pursue         RICO        and        other       claims         related         to        defendants             former




2888738v1/013774




                                                                                                                                                                                     00808
employment                       Megga        Telecommunications                      Ltd         Lucent           Technologies            Inc        1997      WL     86413



        Del     Feb 14                1997         dismissing          for       forum      non conveniens                   counterclaims              which          would


unnecessarily             burden        the     trial    of plaintiffs           claims


              Similarly          Tommy             tries   to   avoid the issues             by devoting                  whole        section      of his brief to the



irrelevant          distinction         between            statutory
                                                                            and      common            law     forum        non conveniens                  But     the
                                                                                                                                                                           very



case on which              he relies          Liberty Mutual Ins                    Co          Transit        Mix Concrete                   Materials            Co      2013



WL      3329026           at           Tex App                  Texarkana            June    28 2013            pet       filed      acknowledges               that      there



is     substantial         overlap between                  statutory          forum non conveniens                       caselaw       and    common              law forum



non conveniens                 case     law         that    the      statute        has   deep     roots       in the       common            law      and      that      courts




rely    on    the    same precedent                 in     applying        the      forum non conveniens                     doctrine         in   both statutory            and



common-law                cases



              Finally       Tommy             seems         intent    on       wrongly       casting         aspersions           on     Shelby Lets               clear     this




out of the          way        Shelby        told    the    Court that he             has the burden                of proof on the issue                   of forum non



conveniens13              that    he    maintains           his   home         in   Texas4        and    that      some      court      opinions        state      that    more


deference should be                    paid to the venue               choices of in-state                plaintiffs5             Tommy            suggests        otherwise



only to distract from                  the    real    issues



              As     Shelby           demonstrated                on page            14    of    his     brief           courts     have       applied          forum        non


conveniens           to    dismiss cases                brought       by Texas            plaintiffs         and    brought         against        Texas        defendants



And forum non               conveniens              dismissal         was warranted               for    claims asserted               by an       estate     of     resident




of the        forum        state        Gallego                 Garcia           2010       WL         2354585            S.D       Cal       June              2010        The


13

     Counter-Defendant            Shelby      Longorias           Brief   in   Support      of His Motion           to    Dismiss Counterclaims              for   Forum Non

Conveniens          or Alternatively          to   Abate    Pending       Resolution of         Will   Contest       and    Mexican      Litigation     Aug            2013       at

13
14
     Shelby    Longorias          Amended           Contest       of 2010      Will   Aug        30     2013       at        Shelby        Longoria         Shelby          is   an

individual     domiciled         in   Hidalgo       County      Texas.
15

     Counter-Defendant            Shelby      Longorias           Brief   in   Support      of His Motion           to    Dismiss      Counterclaims         for   Forum Non
Conveniens          or Alternatively          to   Abate    Pending       Resolution of         Will    Contest      and Mexican         Litigation     Aug            2013       at


13




2888738v1/0l3774




                                                                                                                                                                                       00809
     dispositive       question             is   not      the   residency             of the parties            but     the    availability                and        adequacy              of



     Mexican          forum           and        the      balance          of    the     private        and        public           interest          factors               Shelby           has



     demonstrated           that      the   test       for    forum non conveniens                    dismissal          is   met       in this       case



                Mexico           Is   an Available and                    Adequate       Alternative            Forum

                There       is          nearly          airtight      presumption              that    Mexico           is    an     available          forum               In    re    Ford


 Motor          Co      591       F.3d       406        413     5th Cir            2009        Numerous             Texas          and     federal              cases       have       found



 Mexico          to   be    an        adequate          and     available         forum        DTEX         LLC               BBVA Bancomer                           S.A        508        F.3d



 785       796     5th Cir             2007            Ibarra             Orica       USA      493     Fed Appx 489                       493      5th Cir                 2012         In    re



 Ford Motor                Co         591   F.3d        406      412       5th Cir        2009          In re Pirelli              Tire     L.L.C               247        S.W.3d 670


 677-78          Tex 2007                   Vinmar            Trade        Fin Ltd               Utility        Trailers           de    Mexico             S.A        de                   336



 S.W.3d          664        675        Tex App                       Houston                Dist            2010        no     pet          Gomez               de    Hernandez


Bridgestone             /Firestone                      Am       Tire       L.L.C 204 S.W.3d 473                             483        Tex App                      Corpus        Christi




2006        pet       denied


                Tommy            does not          cite         single         case   finding        that   Mexico            is   not an        available             and       adequate


forum           And    he     offers        no     meaningful              basis      for this    Court to be                the   first    court          to   buck        the    nearly



airtight        presumption                 that    Mexico           is   available      and     adequate



                Tommy            argues          that     Shelby          would not be                subject      to        personal       jurisdiction                   in    Mexican


courts          But   Shelby has                 already        subjected          himself to personal jurisdiction                              in   Tamaulipas and                         the



court      there      has acknowledged                        his    submission          and                       his       appearance.6               This          is   sufficient         to
                                                                                                 accepted


make Mexico                an available                forum         In   re    Ford Motor            Co     591      F.3d         406     413     5th Cir                 2009

                Tommy            argues that              third-party            defendants           Adriana         and          Sylvia        will       not       submit           to    the




jurisdiction           of the         courts       of Tamaulipas                   But they already have                       submitted              to    the jurisdiction                  of


those courts            by       filing      lawsuits           in    those courts          against          Shelby Moreover                          both           have                     to
                                                                                                                                                                                agreed


16
      Exhibit      hereto     Shelby        will   submit           certified    translation     of   Exhibit                  the      Courts    request
                                                                                                                      upon




2888738v1/013774




                                                                                                                                                                                                   00810
submit       any        disputes       concerning             the       Mexican           trust to       resolution           by Tamaulipan                   courts           Shelby       is




willing      to    assume          the      very minimal                     risk that          Sylvia aiid Adriana                      would somehow                     be    able       to




evade       the    jurisdiction             of Tamaulipan                  courts         over     Shelbys claims                      against        them        But regardless



Sylvia       and        Adriana             who     are       in   league with and                     share        counsel            with     Tommy                  cannot     defeat




forum non conveniens                         by    engaging             in    practices            deliberately              designed           to    defeat       jurisdiction             in




the    foreign          forum          In    re   Air Crash              Over            the   Mid-Atlantic             on June                   2009        792              Supp         2d


1090 1097               N.D      Cal        2011

             Tommy             argues that          there          is    not         cause         of action           in     Mexico            for    breach           of informal



fiduciary          relationships             or    private          trusts               This     is     of    no      moment            because             as    shown          in       Dr


Gabuardis           affidavit          Mexican            law permits actions                       in   damages             to     redress       purported             injuries       such



as    the   one     claimed         by       Tommy             The       law        is    clear    that       Mexico          is    not an          unavailable           forum        just



because       it   does        not recognize            all    causes         of action           that   may be           available            in the   United           States       In    re



Pirelli     Tire        L.L.C 247 S.W.3d 670                            678     Tex 2007

            Tommy                                                          has run on his claims in Mexico                                     To                          Mexico
                               argues that         limitations                                                                                        that    extent                        is




not    distinguishable              from          the   United             States          But     in    any        event         if    the    Court         believes          that    it   is




necessary          it    can    condition forum non conveniens                                     dismissal           on Shelbys agreement                             not to        assert



limitation         defenses        in       Mexico        In       re    Mantle           Oil           Gas LLC 2012                         WL      5323584            Tex App

Houston                   Dist      2012           no    pet            Dunsby                 Transocean               Inc            329           Supp         2d     890     895-96



S.D Tex 2004

            Finally             Tommy             claims            that       Tamaulipan                     courts         would            not      have         subject-matter




jurisdiction            over     his     claims          His        experts              affidavit        makes             clear       that    the     only           basis    for     this




argument           is           purported           Tamaulipan                      statute        which            the       expert           contends                would      divest




Tamaulipan              courts     of jurisdiction                  due        to    the       prior     filing        in    the       United         States           However             the




2888738v1/013774




                                                                                                                                                                                                 00811
 concept        of preemptive jurisdiction                          under    Mexican          law does not prevent                          Mexican          court     from



 asserting        subject-matter               jurisdiction         over       case    dismissed              from            court     in the        United         States



Navarrete          de    Pedrero               Schweizer        Aircraft      Corp          635           Supp 2d 251                 261       W.D.N.Y              2009

And courts               both state and            federal       have      refused to recognize                 foreign          laws that         purport to make


the    home        forum          unavailable          because        of       prior       U.S         filing         Del Istmo Assurance                      Corp


Platon 2011              WL          5508641          S.D     Fla     Nov            2011          see    Morales                 Ford Motor                Co       313



 Supp      2d      672         676     S.D        Tex        2004         Aguinda                Texaco         Inc         142             Supp          2d 534           546



S.D.N.Y            2001           Paulownia Plantations de Panama                                 Corp            Rajamannan                    793    N.W.2d          128


 134-35      Minn 2009

                          The        Private     Interest Factors           Support        Dismissal



            In    order      to      argue       position       on    the    private-interest             factors        Tommy             relies     heavily on his



attempted         refashioning of his                   claims       It
                                                                          simply      is    not credible              for     Tommy          to    argue      that     even



though       he      seeks      to    recover         half the      value     of the       Mexican            trust      he      is   not    actually        contesting



Eduardo Sr.s             will        or the    trust    agreement           Tommy          correctly          notes     that      there     are    some       witnesses



in the     United       States        but he      does not controvert             Shelbys showing                      that                        witnesses are in
                                                                                                                               many         key


Mexico


            Tommy            concedes          that    the    relevant      documents             are    in   Mexico             but he      argues that         Shelby


controls       the      documents              Shelby        does    not control           all    of the       Mexican            witnesses           and    entities           at




issue To the extent                  that     he has           control       over relevant             documents            in    Mexico           that     does not
                                                        any                                                                                                                 tip




the   scales      in   favor of venue             in the      United        States    In                 of the cases            discussed on pages                  20-22
                                                                                            many


of Shelbys             brief          court     dismissed        in part      because        documents                controlled           by      defendant          were


located     in       foreign         forum


           Tommys              principal         private       interest       argument            is   that   Tamaulipas              is    dangerous         But          as



matter     of law        dangerous             or violent      conditions        in        foreign       forum do not weigh                       against     dismissal




2888738v1/013774




                                                                                                                                                                                     00812
in favor        of that       forum          unless    those       conditions        have     adversely           impacted            the judicial       system See


In    re   BPZ     Resources              Inc        359     S.W.3d         866 879     Tex App                    Houston                   Dist         2012      orig



proceeding              Allegations                   of    political       unrest     have         generally           been       unsuccessfUl           in      courts



determinations               that        foreign           forum     is   inconvenient                Transunion              Corp          Pepsico         Inc         811



F.2d 127          129        2d     Cir      1987      no       showing           was made          that    political      unrest       in the    Philippines           has



had     an     adverse        effect
                                          upon       the judicial          system     there           Paolicelli               Ford Motor             Co    289         Fed


Appx 387               391    11th        Cir       Aug 20 2008                  plaintiff Bonilla alleges                     that    the political       instability



in    Colombia poses                    safety       risks     for    the    parties        but     absent evidence                 the   political       unrest        has



affected        the     Colombian              judicial       system        or    would      affect        litigation      of this case           this    fact     is   not



sufficient        to    outweigh             the    other    factors       that    weigh     in   favor of         dismissal Rustal                     Trading         US


Inc          Makki       17    Fed Appx 331                    337        6th Cir     Aug 212001                   forum           non conveniens           dismissal




was warranted                 despite         State    Department            travel    advisory            concerning          hazards of travel               in Sierra




Leone          in the    absence          of   some          credible       evidence        indicating           that   the    conditions        in   Sierra       Leone


would prevent                the    parties        from      accessing       the    courts     in    Freetown                 Miralda            Tidewater          Inc

2012       WL      3637845              at           E.D        La Aug 23 2012                        several            federal        appellate        courts     have



uniformly         concluded             that       the political         unrest    of the alternative              forum       does not per se render                   this




forum        inadequate            in   the    forum         non     conveniens        context             absent some                            that    this unrest
                                                                                                                                   showing



negatively        affects          the judicial         system of the country                 or the        litigation        at   issue         Morales            Ford


Motor        Co        313           Supp 2d 672                   682     S.D       Tex      2004                      convincing           argument             against



forum        non conveniens                  dismissal premised                   on delay due             to                  unrest     and     the    like     should
                                                                                                                political



involve        exact     evidence             for the      length     of the delay and                delay of          many years                  Such evidence


is   lacking     in this      case.




2888738v1/013774




                                                                                                                                                                               00813
              Tommy          cites      oniy         State    Department              travel       advisory          which does not even                    hint    that    the




judicial      relief      has been          foreclosed        due    to    conditions             in   Tamaulipas             Sylvia        Adriana and             Tommy

all   have     been       able    to    hire   attorneys           and    file   claims          against       Shelby in Tamaulipas                       in the    last   few


months         They do not             explain        why     their attorneys               in   Tamaulipas            carmot continue to handle claims



against       Shelby in Tamaulipan                    courts



                            The Public         Interest Factors               Support Dismissal



             Tommy           has not distinguished                  the
                                                                           many        cases discussed in Shelbys brief which                                       strongly



                    the                         of choice-of-law
emphasize                   importance                                           to   the    analysis         of the public           interest       factors        Tommy

addresses choice                 of law        principally          by     arguing          that       he    has     not pled              cause     of action         under



Mexican        law But choice of law                     is   not         pleadings          issue instead                  choosing         the    applicable        law    is




obviously            question of            law       Sonat       Exploration              Co          Cudd Pressure Control Inc 271                                 S.W.3d


228     231    Tex 2008

             The Court does not have                     to definitively              resolve          the   choice of law in order                  to    conclude        that




the   public        interest      factors       weigh        in    favor of            Mexican               forum          since    even      the possibility             that




foreign       law     applies          to      dispute        is    sufficient         to        warrant       dismissal            on forum         non conveniens


grounds            Vinmar Trade                Fin Ltd              Utility       Trailers         de       Mexico          S.A de                  336     S.W.3d 664


679    Tex App                Houston                  Dist         2010 no pet. Here                        that    possibility       is    very likely indeed



             Tommy          has    not       even     attempted            to    make             cogent        argument            that     Texas        law somehow


could     apply      to       challenge          to    the    order of the Mexican                          court     partitioning          community property


the   Mexican         trust      agreement and                to    orders       of the Mexican                     court     probating       Eduardo          Sr.s        will



              he                                       law would govern
Instead             argues that             Texas                                           the     question          of whether            there    was           fiduciary



duty relating          to    property          and     trusts      located        within          Mexico            and      that    Texas     law would             govern


whether       the    marital       estate      was community property                             despite       an     agreed        order    of      Mexican          court




2888738v1/013774                                                                      10




                                                                                                                                                                                  00814
that     it    was         separate            property            He        does     not and              cannot            cite              single           case     in    support           of these



arguments much                          less refute          the    possibility that foreign                                law applies                   to the       dispute



                   Tommys               principal           argument           is   that      Dorothy            lived        in     Houston                   But he        cannot       distinguish




Gallego                  Garcia           2010        WL      2354585               S.D        Cal June                     2010                   case     almost directly                on point      in




which          the       court        dismissed             for   forum         non conveniens                       an     action            brought            by representatives                   of an



estate         appointed              by             United        States          court      to    recover            for     fraud               involving             Mexican              businesses



which was                  directed            at      decedent              who      resided             in    the       United          States                Tommys              only argument



against            application            of Gallego              is   that    it   was            case brought               in federal                  district       court not in probate



court         But both              sides       liberally         cite       and    discuss         cases            that   were          not brought                   in   probate court             and



there         is    no     non-frivolous                   argument            that      an    action           in     probate            court            is    not     subject         to    the    same


forum non conveniens                                rules    as actions            in other        courts



                                                                                                    II


                                          Alternatively                   the Court Should Abate                                 Tommys                        Claim


                   Tommys                arguments                against           abatement                  are     likewise                    misguided                 Tommy             is    highly



unlikely            to    be able to continue                     as     executor of this estate



                                 On      June         29 2012 Tommys                            wife           Sylvia        filed        an         application              to    probate

                                 Dorothys              2010        will       and     to    appoint             Tommy               as    executor                She        represented

                                 to   the      Court that              the    2010         will    was Dorothys                      last           will        and     testament and

                                 that     it    had        never       been        revoked.7              This         representation                      was         false       In   2011
                                 Dorothy             executed             new        will     and        appointed                  new            executor.18           Sylvia knew
                                 about         this        new     will       but     chose         not         to    mention                 it    in    her filing           with       this

                                 Court.9              Tommy              maintained                the     subterfuge                when                 he     filed       this       action

                                 against            Shelby        and     himself represented                          that      the          2010         will        was Dorothys
                                 last    will        and    testament.2



                                 Tommy                admits        that       the         2010          will        purports             to         cut        out      Shelby          as

                                 beneficiary                of Dorothys               estate         and        he        does      not deny                   that     Shelby          was



17
     Application           for   Probate        of Will and        Issuance         of   Letters     Testamentary                June 28 2012                     at


Exhibit              hereto
19
     Exhibit         hereto

20plaintifrs             Original       Petition      and    Demand           for Trial       by Jury      May              2013         at        33



2888738v1/013774                                                                                     11




                                                                                                                                                                                                              00815
                           beneficiary             and     named          executor             in the        wills         which      will
                                                                                                                                                govern          Dorothys
                           estate       in        the     event        that        the     Court            invalidates            the     wills        that         Dorothy

                           purportedly executed                         in the      last    stages          of her life            Tommy          therefore            cannot

                           deny     that          Shelby        has      standing          to                        his    will    contest       and      removal                   of
                                                                                                    pursue

                           Tommy             as   executor



                           Tommy             cannot        effectively              ftilfill     his      role       as    executor        because             he    will        not

                           investigate             and    pursue         his    own wifes                   theft     of Dorothys               assets




                           Tommy             of course denies                  his      wifes malfeasance                          but he provides                   no    basis

                           to    conclude               that    he     could        continue              as     executor          in     the    event          that       these

                           allegations             have        merit which               they       do

                           In    an amended               will       contest       filed       more than                   month ago Shelby noted                               that

                           Tommys                 recent       actions        as    executor had laid bare his conflicts                                       of interest

                           Prior        to    and       after     Dorothy           passed           away            Sylvia appropriated                   for       her       own
                           use items which were                          owned           by Dorothy                   For example               Dorothy              owned

                           very      valuable                  painting            by      the         renowned                  Mexican              artist         Leonora

                           Carrington              This painting                likely         was        the    most valuable                asset      in     Dorothys
                           estate       Yet        Tommy             Dorsey          omitted           it    from          the   Inventory            Appraisement
                           and     List      of Claims               filed     with        the       Court           on August           27      2013          in    order           to

                           cover     up       his       wifes malfeasance                           The      Leonora             Carrington painting                       is    not

                           the    only valuable                  item which                Tommy               left    out of the          inventory                 Dorothy

                           owned              Steinway               grand         piano            tens       of thousands               of dollars                worth            of

                                             and                  other        valuable             items which                  Tommy          did    not include                   in
                          jewelry                       many
                           the    inventory.21                   Tommy               does           not      even          address        these         issues            in        his


                           response          to    Shelbys motion


                           Tommy             admitted             in     the       inventory              that        his    wife         Sylvia          and         his           co
                           conspirator              Adriana             owe        substantial              amounts              of money to the                    estate          for

                           loans          which were made                          by Dorothy                   in    her weakened               condition                late       in

                           life     As       noted         by     the     amended               will        contest              Tommy          cannot          act       in        the

                           interest      of the estate                 to invalidate             these         loans        because       the loans            are invalid

                           for    the     same           reasons         that       the        2010         will      is    invalid.22
                                                                                                                                                Tommy               does            not

                           address this issue                   in his    response             to    Shelbys motion


              It   does         disservice          to     the    estate        and        lays      bare his true                motivations             that        Tommy               would


          for      the    parties       to    proceed            all    the     way        through              discovery           and      possibly even                      trial     of   this
argue


matter        when       the    whole        proceeding                may be invalidated by removal                                      of the       executor                It    would be




2f
     Shelby    Longorias         Amended          Contest       of 2010       Will       Aug        30 2013           at   11 45-46
221d          47-49




2888738v1/013774                                                                               12




                                                                                                                                                                                                      00816
 extraordinarily               inefficient            to    allow    Tommy            to
                                                                                            pursue his claim in the capacity                                as    executor       when


 his position            is   under       such            cloud



            Tommys                  principal             argument      is    that    any successor executor                            would pursue             the    same claim


 against       Shelby There                   is    no evidence         of this        Tommys                 say-so
                                                                                                                           is   no evidence            that   there      actually      is




      claim for the                                                                          This        is   one    reason                        Court          should appoint
                               estate         to    pursue against            Shelby                                                why     the




 an    independent                 executor           The      estate    needs         someone who                    is   not      tamed by                conflict      to    assess



whether        it   makes sense                    for the    estate    to    assert       these    claims



           If        new           independent              executor         does choose            to    maintain              these    same claims              the    estate   will



be    much       better        off   than if          Tommy         were      pursuing            them        as the       executor         As Shelby pointed                   out    in



his brief            and       Tommy                did     not dispute        in his
                                                                                             response               Tommys               claims        as     executor         will   be



subject     to      an    unclean hands defense                              which         Shelby would not have                         against            truly      independent


executor



           Finally             Tommy                cannot     explain        why          this    Court       should           not also        await       the    results      of the


lawsuits        filed         in    Mexico            by Sylvia and                Adriana          As discussed above                           the    estates         claims        are



entirely       dependent                 on    invalidation          of the        orders          of the Mexican                  court        probating         Eduardo         Sr.s



will That           issue      must be resolved by                     the    Mexican             courts        not    this       Court     Tommy             does not explain



how      the     estate            can    seek         to    recover         for     the     purported              conversion             of    Dorothys               community


property into             separate            property held by her husband                                so    long as there              is     valid       judgment          of the



Mexican         court          uncontested                by Dorothy           repeatedly            acknowledged                   by her and           entered        during her



lifetime approving                        the
                                                    very      distribution           of     her     husbands                assets        which         she       now     seeks        to




challenge




2888738v1/013774                                                                             13




                                                                                                                                                                                            00817
                                                                Respectfully         submitted




                                                                SUSMAN GODFREY                     L.L.P




                                                                By                                             /7
                                                                     Johnny            Carter

                                                                               Bar   No007963           12

                                                                     Richard           Hess

                                                                     State   Bar     No    24046070
                                                                     Kristen     Schiemmer
                                                                     State     Bar   No    24075029
                                                                     1000      Louisiana      Street         Suite   5100

                                                                     Houston         Texas    77002-5096

                                                                     Telephone          713       651-9366

                                                                     Fax       713     654-6666




                                                                     Robert          Maclntyre          Jr

                                                                     State   Bar     No     12760700
                                                                     MAcINTYRE McCuLL0cH                         STANFIELD        YouNG
                                                                     3900 Essex        Lane       Suite      220
                                                                     Houston         Texas    77027

                                                                     Telephone         713        547-5400

                                                                     Attorneys       for Shelby         Longoria




                                                  CERTIFICATE OF SERVICE

This   is   to    certify   that   on   this the       day   of October      2013          true   and     correct            of the above
                                                                                                                      copy


and    foregoing        instrument          was    properly    forwarded       to    the     following          counsel      of   record   in



accordance         with Rule       21   of the Texas   Rules   of Civil     Procedure        as indicated        below


            James     Austin       Fisher                                      Via Electronic           Mail
            FIsHER          WELCH
            2800 Lincoln           Plaza

            500    North    Akard       Street

            Dallas     Texas       75201

            Email jfisher@fisherwelch.com




2888738v1/013774                                                   14




                                                                                                                                                00818
               Wesley Holmes                                        Via Electronic   Mail
           THE     HOLMES LAW FIRM
           1000    North   Central   Expressway   Suite   400

           Dallas    Texas   75231

           Email wes@wesholmes.com

          Attorneys    for James Thomas      Dorsey       Sylvia   Dorsey and Adriana Longoria




                                                             John3yW
                                                                         Car




2888738v1/013774                                           15




                                                                                                 00819
                                                                   Case        Number 414270


  IN   THE ESTATE OF                                                                                THE PROBATE                  COURT NUMBER ONE
  DOROTHY               LOUISE           LONGORIA
 DECEASED
                                                                                                                           HARPJS          COUNTY TEXAS




                                          Affidavit of              Johnny Carter                       in   Support of
                                    Shelby Longorias                            Reply            in   Further Support
                                                   of Motion to Dismiss                                 or Abate
                                                                                                                                                              C-
                                                                                                                                                              .4




               Johnny               Carter declare            as    follows



                         My        name     is   Johnny              Carter                 am      over the      age     of twenty-one                  yes        am


 competent         to    testify     to    the    matters       stated                           have                                          of the
                                                                                herein                   personal             knowledge                   facts    and


 statements in this declaration                    and    each       of the facts             and     statements         is          and
                                                                                                                              true          correct



                              am    an    attorney       in   the        law     firm of Susman                 Godfrey          L.L.P           am     licensed     to



              law       in   the               of Texas       and        before                  Court
practice                           state                                               this                       am      counsel       of record       for   Shelby


Longoria       in the        above-referenced            litigation



                         Attached          as    Exhibit        is         true       and     correct                  of an
                                                                                                           copy                 Inventory        Appraisement


and    List   of Claims         filed     by James Thomas                  Dorsey           on   August        27 2013

                         Attached         as    Exhibit        is        true     and       correct               of      document produced
                                                                                                        copy                                              by James


Thomas        Dorsey         bates-labelled         DORSEY               003596             consisting       of        letter   dated      August        1983


                         Attached         as    Exhibit        is        true     and       correct               of                                   Mexico
                                                                                                        copy               filing in court       in                and


  Mexican       court        order relating        to    personal jurisdiction                      over Shelby Longoria


                         Attached          as    Exhibit            is         true     and      correct                  of         document
                                                                                                                copy                                  produced      by


Adriana       Longoria          bates-labelled           ADRIANA                  00104-109               and           document           produced      by   James




2889810v1/013774




                                                                                                                                                                          00820
  Thomas       Dorsey        bates-labelled        DORSEY           005147-52        consisting          of     will   purportedly        executed



 by Dorothy           Longoria      in   2011


                           Attached      as    Exhibit      is      true    and    correct        copy    of       document         bates-labelled




 DORSEY              003906        consisting      of emails     dated      July    31     2011         concerning      Dorothy        Longorias



 purported          2011    will



             FURTHER            AFFIANT            SAITH    NOT



                                                                     Johnny
                                                                                                   //
             SUBSCRIBED               AND SWORN TO BEFORE                                     Notary       Public      by Johnny            Carter
 on   this   2nd day of October               2013   to   certify   which    witness       my      official    hand    and   seal    of office




                                                                                                                 L44
                                                                     Notary       Public     in   and    for the   State5
              NotatyPuStateoflta
             Corn      slonExphs      11-10.2014                     My     Commission Expires____________________




2889810v11013774




                                                                                                                                                     00821
EXHIBIT




          00822
                                                                  NUMBER           414270


     ESTATE       OF                                                                            IN   PROBATE           COURT             NO      ONE


     DOROTHY            LOUISE                LONGORIA

     DECEASED                                                                                    OF HARRIS            COUNTY                  TEXAS




                        INVENTORY APPRAISEMENT AND                                              LIST OF CLAIMS



 TO THE HONORABLE                               JUDGE            OF THIS     COURT
 AND TO ALL                  INTERESTED                    PARTIES


           COMES NOW                          James    Thomas           Dorsey     as   Independent         Executor        of the Estate           of



 Dorothy         Louise       Longoria              Deceased        and    submits for filing        this   Inventory            Appraisement



 and    List   of Claims            in   compliance          with Section 250           of the Texas        Probate        Code


                                                    Date     of Death        April       2012



                                                    Date     of Qualification           October         2012


           The following                 is           true and      complete       Inventory     and Appraisement                 of   all   personal




property and           all   real   property situated              in the State     of Texas      together     with        list   of claims       due



and    owing      to    this    Estate         as   of the date         of death     which have       come      into       the    possession or



knowledge         of the undersigned



                                                             REAL PROPERTY

          To     the   knowledge               of the Independent           Executor      the   Decedent       owned        no real property

on    the date    of her death




                 The     Decedent             may     have       owned       community property              interest       in    real       property
owned     by Eduardo Longoria                         on   the   date   of his death      An    investigation         is   being conducted

to   determine whether               Eduardo Longoria                   owned      any real property on the date                  of his death


INVENTORY                    APPRAISEMENT                        AND      LIST OF       CLAIMS          Page




                                                                                                                                                         00823
                                                              PERSONAL               PROPERTY

                  To    the   knowledge             of the Independent               Executor        the       Decedent         owned     the    following

     personal property on                     the date    of her death



     Cash and Bank Accounts


          Texas         Community             Bank       Account           Number                                                                    4988


          Texas        Community              Bank Account Number                                                                                  27538


          Texas        Community              Bank       Account           Number                                                                    7680


          Texas        Community              Bank       Certificate         Number                                                                72918


          Total    Cash and             Bank Accounts2                                                                                            113124


 Stocks Bonds                     and Other           Securities




 Directownership                      of orrigbtto         constructive           trustimposed        on undivided               one-halfinterestin

       50 shares            of Series                 stock     in Vertice        Empressarial         S.A de         CV
       8934        shares         of Series               stock       in   Vertice   Empressarial               S.A   de    C.V
       49000            shares        of Series               stock    in   Inmuebles            Terrenos         S.A      deC.V and
       4375350              shares       of Series                stock      in   Inmuebles          Terrenos         S.A        de   C.V
                                                                                                                                            49.011050


 Total      Stocks          Bonds         and       Other Securities3                                                                       49011050


 Other Personal                   Property


                Jewelry



                            Choker          gold necklace                                                                                             400




                   The Decedent                may have         owned         additional        accounts         Shelby Longoria            is   believed

to   be    in   possession of information regarding                               such   accounts         if   any but     to date      he has refused

to    provide          it



                  The Decedent may have owned                               additional      stocks    bonds        or other       securities      Shelby

Longoria           is    believed        to    be   in   possession of information regarding                          such       stocks     bonds     and

other      securities            if   any     but to date        he has refused            to   provide     it



INVENTORY                     APPRAISEMENT                        AND         LIST OF           CLAIMS            Page




                                                                                                                                                             00824
              Small diamond             necklace                                                          1000


              Silver   and    small diamond ring                                                            500



             Small hoop gold and                 diamond     earrings                                     1500


             Peridot       earrings                                                                         250



             Calsidney        earrings                                                                      250



             Coral and        diamond          earrings                                                   1000


             Coral ring                                                                                     500



             Elizabeth Showers                earrings                                                     600



             Watch                                                                                        2000


             Gump      Peridot      necklace                                                                150



             Diamond         ring                                                                         1500


            Pearl    necklace                                                                             2000


            Pearl    and     diamond          earrings                                                    1000


            Short strand        of black pearls                                                           1000


            Pearl    and    smoky topaz           bracelet                                                 350



            Necklace        from      India    with topaz peridot       and    amethyst beads              250



            Thirty-inch       long string of pale green             beads     and   matching   earrings    180



            Two     small gold chains                                                                      120



            Set   of silver diamond             loops and    hanging    blue stone                         100



            Four    silver rings                                                                           120



            Gold chain with small diamond                                                                  120




INVENTORY    APPRAISEMENT                       AND       LIST OF   CLAIMS           Page




                                                                                                                  00825
                   Five slides for loops                                                                            260



                   Small faux diamond               necklace                                                        250



                   Set    of turquoise      earrings        with small   diamond                                  2500


                   Gold chain with pink              coral                                                          200



         aa        Aqua     ring   and   earring                                                                    350



         bb        Faux emerald          earrings     with briolette                                                250



         cc        Ring    with cocktail       diamonds                                                           5000


         dd        Ring    with faux diamonds                                                                       250



         ee        Six strands     of pearls        yellowed                                                        300



         ff        Set   of loop earrings      with hanging          briolette                                    4000


        gg         Miscellaneous         costume       jewelry and       accessories      numerous    pieces       500



        Total   Jewelry                                                                                         28750


        Electric    Wheelchair                                                                                    1500


        Clothing                                                                                                  5000


        Miscellaneous         Personal Effects                                                                    1000


Total of Other Personal Property                                                                                36250


TOTAL PERSONAL                PROPERTY              KNOWN TO EXECUTOR                                       49160424


TOTAL ESTATE KNOWN TO EXECUTOR
NOT INCLUDING CLAIMS LISTED BELOW                                                                           4916Q424


        The Decedent         was predeceased            by her husband        and      she never   remarried so no one
owned     community-property              interest     in   any property     listed    above




INVENTORY APPRAISEMENT                              AND      LIST OF CLAIMS                Page




                                                                                                                          00826
                                                     LIST OF CLAIMS


           To     the    knowledge       of the Independent            Executor        the    Decedent      owned    the    following

 claims on the date of her death



           Claim        against   Adriana    Longoria       based       on promissory          note

           dated    August        12011      in   the principal        amount of $70000                                       70478


           Claim        against   Sylvia   Dorsey     for   amounts           loaned   to    her                              75000


           Claim        against   Shelby Longoria        based         on August             2011     agreement              200000


           Claim        against   Shelby Longoria        for     breach       of fiduciary         duty                   25000000


           Claim        against   Shelby Longoria        for     exemplary        damages                                 jQQ00000


 TOTAL CLAIMS4                                                                                                            35345478




                                  RESERVATION                OF RIGHT TO                    AMEND

           The    Independent          Executor     expressly reserves              the      right   to   amend    this    Inventory
Appraisement             and   List   of Claims




                 There     may    be   additional      claims      against       Shelby        Longoria       He    has     withheld
information that has formally been                requested       in   this   proceeding                            this inventory
                                                                                                   Accordingly
may   be   amended        when    such     information      is   obtained



INVENTORY                APPRAISEMENT               AND      LIST OF           CLAIMS              Page




                                                                                                                                        00827
            James   Thomas      Dorsey    Independent           Executor       of the    Estate   of Dorothy     Louise

 Longoria    Deceased    do    solemnly   swear    that   the    above   two pages          shown   as the   Inventory

 Appraisement and       List   of Claims are        true correct full            and    complete     statement   of the

 property and   claims of the Estate      that   have   come     to   my knowledge


                                                          Respectfully          submitted




                                                          Si   nature     of Independent          Executor




                                                          /s/James       Austin        Fisher

                                                          James       Austin    Fisher

                                                          State    Bar of Texas         Number 07051650
                                                          FISHER           WELCH
                                                               Professional Corporation

                                                          2800 Lincoln          Plaza

                                                          500 North Akard              Street

                                                          Dallas      Texas     75201

                                                          Telephone             214.661.9400

                                                          Telecopier            214.661.9404



                                                          ATTORNEY  FOR JAMES THOMAS
                                                          DORSEY 1DEPENDENT EXECUTOR
                                                          OF THE ESTATE OF DOROTHY
                                                          LOUISE LONGORIA DECEASED




INVENTORY       APPRAISEMENT              AND      LIST OF        CLAIMS            Page




                                                                                                                          00828
 STATE OF TEXAS


 COUNTYOFDALLAS

        Sworn    to   and   subscribed before   me   on August   27 2013     by James   Thomas    Dorsey   as

 Independent    Executor      of the Estate   of Dorothy   Louise   Longoria    Deceased




                                                                        in
                                                                             atee                of   Texa

                                                                 v1Y\t
                                                       Printed   Name   of Notary   Public



                                                       My   Commission Expires




                                                                                aeciT.sc




INVENTORY        APPRAISEMENT                 AND   LIST OF   CLAIMS         Page




                                                                                                                00829
                                          CERTIFICATE OF SERVICE


             hereby certify that on August                27 2013         true   and   correct    copy    of   this   document was
 served on      the    Defendant through              his    attorneys      of record      named         below        in   the   manner
 indicated    and     in   compliance     with Texas             law



         Johnny              Carter     Richard            Hess and       Kristen Schiemmer

         Susman        Godfrey       LL.P
         1000       Louisiana       Street Suite      5100

         Houston           Texas    77002-5096

         BY EMAIL              TO     jcartersusmangodfrey.corn                        rhesssusmangodfrey.corn                     and
         kschlernrner@susrnangodfrey                      corn




         Robert            Maclntyre     Jr

         Maclntyre          McCulloch         Stanfield     Young
         3900    Essex       Lane     Suite    220

        Houston            Texas    77027
        BY EMAIL TO                macinyremrnlawtexas.corn




                                                                       Is/James Austin       Fisher

                                                                       James Austin Fisher




INVENTORY             APPRAISEMENT                   AND         LIST    OF CLAIMS               Page




                                                                                                                                          00830
EXHIBIT




          00831
                                 EDUARDO LOWOORIA
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                                                                                               00832
EXHIBIT




          00833
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                                                                                                                                          00834
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                                                                                                                   00835
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                                                                                                                      00836
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                                                                                                                                                 00837
EXHIBIT




          00838
                                                  LAST WILL AND TESTAMENT
                                                             OF
                                                  DOROTHY LOUISE LONGORIA




                 DOROTHY                   LOUISE              LONGORTA                      being          of    sound and                  disposing          mind and


 memory       and      over        the age        of eighteen              years and            not being               actuated         by any fraud                  duress


              mistake          or     undue       influence               hereby          make        declare and                 publish      this      my      Last Will
 menace

 and Testament               expressly           revoking           all    Wills and            Codicils          heretofore            made        by    me




                                                                                                                              be    limited         to          graveside
           Upon         my death                   request          that     my           funeral          services



service      and      that         be    buried         in   the Longoria                  Family           Plot        in   Nuevo           Laredo        Mexico

                                                                                     be                      my         Executrix               soon       as
further    direct       that       all
                                         my      funeral        expenses                    paid       by                                                        practical



after   my    death




                                                                                     IL




                 appoint           my      daughter             ADRIANA                     LONGORIA                          as    the       Sole        Independent


Executrix        of    this    my        Will     to    serve       without           bond            If   she     is    unwilling            or unable          to    act   in



that    capacity        then             direct        and     appoint          SYLVIA                        DORSEY                    to    serve       as     the     Sole



Independent           Executrix




          No      other action             shall       be    haLl   in     any court            in    relation          to   the settlement               of    my     estate



other     than        the                          and        recording              of     this       Will         and           return       of    an        Inventory
                              probating


Appraisement and                    List    of     Claims           of     my    Estate               My         Independent                 Executrix            whether


                                   substitute          or successor             is    referred         to    as    my        Executrix
original     alternate




                                                                shall       not be          entitled         to    compensation                 for      her services
             direct         that    my     Executrix


                                                                                          and    in    addition              to          inherent          implied           or
                                           and     not of                                                                         any
By way of          illustration                                 limitation




                                                                                                                                                                Page      of6




                                                                                                                                                                  ADRIANA 00104




                                                                                                                                                                                  00839
                                                           executrix                                        my          Executrix           is                        authorized
statutory          powers granted                    to                              generally                                                   specifically



and        empowered              with respect                 to     any property
                                                                                                     real    or personal               at    any time held under                    any


                                                                                                                                     and     income                         borrow
provision              of   my      Will        to    allot            allocate              between         principal                                        assign


                                                                                                      contract            continue                      business        of    mine
buy         care        for    collect           compromise                       claims                                                         any


invest        convey           convert           deal          with dispose                        of exchange                  bold improve incorporate any

business           of       mine     invest           lease               manage              mortgage             take         possession             of receive           release


              sell          sue     for     and           in    general                to     exercise            all
                                                                                                                          powers            in    the    management                 and
repair


settlement              of my estate upon such                              terms and                conditions            as    my        Executrix          deems     best and


to   execute            and   deliver                 and           all    instruments and                   to    do     all acts         which        my Executrix may
                                            any


deem                                                                                   the                        of    this    Will without                          limited        to
            proper or necessary                       to carry              out                purpose                                                    being


                                                                                     power made and without
                                   the                                       of                                                            the necessity of any court
or    in   any    way by                  specific             grants



orders or court               supervision




                                                                                               III




                                                                                of                                         or    mixed property                 which          have
             It    is
                         my    intention             to    dispose                     all     real personal


the   right       to    dispose          of by any Will




                                                                                               Iv



                                                                                                            and                                        well    as
                  direct          that    all    my        just           debts              secured                     unsecured               as                   all    estate


                                                 death          or        similar        taxes together with                                 interest     and/or        penalties
Inheritance              succession                                                                                                  any


                                                                                  death            and                                                   to
thereon           payable           as          result         of         my                                imposed with                   respect              any    property


                                                                                                                                                        be paid as soon
                                                          by this my Last Will and Testament                                                 shall                                   as
whether           or    not disposed             of


                                                                                             the     distribution               of    that                      of    my      estate
practical          after      my         death            but       prior         to                                                              portion


                                                                and        if   not      sufficient          before         distribution               of any other          part    of
responsible             for   such       payment


my    estate




                                                                                                                                                                      Page2of6




                                                                                                                                                                            ADRIANA       00105




                                                                                                                                                                                                  00840
                                                                          of          InterContinental                Bank       of    MeAllen          Stock        and
                GIVE       and    BEQUEATH                          all
                                                                               my

                                   Bank           of     MoAllen               Stock          which       should           inherit       from my husband
all     InterContinental


Eduardo Longoria                                            and            other       Savings         and Personal               Accounts            both     foreign
                                  deceased                           all




                                                                                                                      from               husband             Eduardo
and      domestic          owned            by    me         or      which             should         inherit                    my

Longoria deceased                      to    my        daughter             ADRIANA LONOORIA                                     In    the    event     she should



predecease          me          then    GIVE            AN BEQUEATH                             such     stock        to    the children             of such        child




of    mine who         survives         her       in   equal         shares




                                                                                    VI




               All cash     which            should           inherit          from my husband                   Eduardo Longoria deceased


     GIVE and BEQUEATH                            to        my      daughter            ADRIANA LONGORIA                                      In     the event        she



should         predecease        me          then       GIVE             AND BEQUEATH                     such        share       to    the children          of such



                mine who survives her
child     of                                                  in    equal        shares




                                                                                    VII




                 further        GIVE        and        BEQUEATH                     unto       my     daughters             ADRIANA                  LONGORIA

                                                                                               and                         and          the     homes        found     at
and     SYLVIA              DORSEY                 all      of     my      right      title           interest        in          to



                                                                                                11011         Uptown             Bank          Blvd         Apt 152


                  Texas         77054            and        all      of    the      contents          therein              In    the         event     ADRIANA
Houston

                                                                  DORSEY                                                    me               then     GIVE      AND
LONGORIA                and      SYLVIA                                                should         predecease


                                                                                       of such        child      of   mine who                survives        them     in
BEQUEATH                such      property             to    the children


          shares        However                  direct           that    my son EDUARDO                         LONGORIA JR                          can    continue
equal

                                                                                   from the date of my death                            at    the     home     at    110
to    reside     for       period       of seven                         years

                                                                                                                 he              the     taxes        maintenance
                Court      in   Lakeway            Texas             rent      free     provided         that              pay
Paragon

                    of the       home        during          this        period of       time
and upkeep




                                                                                                                                                            Page3of6




                                                                                                                                                              ADRIANA       00106




                                                                                                                                                                                    00841
                                                                               VIII




              All    of the       rest   and        residue of         the     property             which          may own               at    the time         of     ny

                                                                                   and                             of    whatsoever                   natare          and
death         real        personal           mixed            tangible                        intangible


                                                                                        which                   acquire or           become                entitled     to
wheresoever               situated       including           all    property                             may

after   the       exeeution         of   this       Will   and      not devised               hereunder            including         all       lapsed         legacies



and     devises             give         devise        and         bequeath             to    my      daughter          ADRIANA                  LONGORiA

                                                                                                           the share         of such          child    of    mine be
Should        she predecease             me           give devise and bequeath

distributed          in             shares      to    her then        living       children
                          equal




                                                                                   Ix



                                                           or not        related             in          way       be    blood       to        me     shall     either
             If     any    person whether                                                          any


              or                                     to                 or set          aside      the probate          of   this   Will or           to    impair      or
directly            indirectly       attempt               oppose


                                                           hereof and              such                    shall    establish                          to
                    any of
invalidate                    the    provisions                                               person                                          right          any      part


                                                                                                             the    sum       of    One and            No/lOOths
of    my   estate           GIVE         and        BEQUEATH                  to    such          person


                                    and      no                                    in    my       estate
Dollars       $1.00         only                    further        interest




                                                                                                                                         and
           IN        TESTIMONY                    WHEREOF                          have           hereunto      subscribed                        signed           these




                                                                   Texas                                        of the witnesses                 whose         names
presents       in    Laredo         Webb        County                         in the             presence



                                                           and     in the                           of   said   witnesses            have           declared          and
are   affixed hereto as witnesses                                              presence



                                                                                              Testament            on   this       the                         day      of
published           the    foregoing           as    my      Last      Will        and                                                    _______


                                                     2009




                                                                                                    DOROTHY              LOUISE LONGORIA
                                                                                                    Testatrix




                                                                                                                                                            Page4of6




                                                                                                                                                              ADRIANA        00107




                                                                                                                                                                                     00842
         The      foregoing   instrument       consisting         of   this   and    four            preceding        pages          was

signed published        and declared     by    DOROTHY             LOUISE        LONGORIA                     Testator     to   be   her

                                                                                                               her presence          and
Last Will     and   Testament    in   our presence          and   we    at    her request          and    in


in   the presence     ofh       other   have    hereunto          subscribed        our   names          as   witnesses     this     the


            day                                               20P




         WI    ncss                                                                       Witness




         ____
         Strft      Address                                                               Street     Address




                        and Zip Code                                                      City      State      and   Zip   Code




                                                                                                                          Page5      of6




                                                                                                                           ADRIANA         00108




                                                                                                                                                   00843
 STATE         OF TEXAS

 COUNTY              OF



               BEFORE               ME         the     undersigned                 authority                 on        this    day        personally            appeared

DOROTHY                      LOUISE                        ONGORJA                           ________________                                                            and


                                                   ____________                   known            to   me        to   be     the lestator          and     witnesses

                                                            subscribed                   the foregoing                  instrument              in their
respectively              whose         names        are                           to                                                                       respective

                     and      all    of       said                        being         by     me       duly           sworn         the    said         DOROTHY
capacities                                             persons
LOUISE          LONGORIA                      Testator           declared         to    me and          to    the       said       witnesses       in   my      presence

        said    instrument              is   her Last Will            and        Testament              and        that       she    had    willingly        made        and
that

                                                                                                          therein                                and    that     the     said
executed        it   as     her   free       act     and    deed     for     the        purposes                             expressed

witnesses            each     on     his/her          oath       stated     to     me         in    the       presence              and    hearing         of   the      said


DOROTHY                   LOUISE             LONGORIA                     that     the       said       DOROTHY                      LOUISE             LONGORIA
                had       declared           to    them      that    said instrument                     is   her Last Will                 and Testament                and
Testator

she executed              same as such               and wanted each                   of    them       to    sign      it    as     witness        and     upon       their


            each      witness            stated       further        that        he/she        did       sign          the     same        as      witness          in    the
oaths

presence        of the       said       DOROTHY                  LOUISE            LONGORIA1                       and        at   her request          that     she     was

            time nineteen                                                          and was of sound mind and                                     that   each      of     said
at   that                                years of          age     or over

witnesses       was then            at least         fourteen years of                  age


                                  -.2


                                         L.-
            LOROTFIY                 LOUJSE LONGORIA
            Testator




            Witness




            Witness




      SUBSCRIBED AND ACKNOWLEDGED BEFORE ME by                                                                                             the   said   DOROTHY
LOUISE LONGORIA Testator and SUBSCRIBED AND SWORN                                                                                          to    before     me      by the

said
                                                                                              and       __________________________
                                                   ________
                            the                       day     of                                                                   2009
Witnesses            this           _______                         ________________




                                                                                        Notary          Public          State       of Texas




                                                                                                                                                                         of
                                                                                                                                                             Pege




                                                                                                                                                                ADRIANA         00108




                                                                                                                                                                                        00844
                                                 LAST WILL AND TESTAMENT
                                                                                 OF
                                                 DOROTHY                   LOUISE             LONGORIA




                 DOROTHY                   LOUISE             LONGORIA                     being        of    sound            and     disposing               mind and


              and                  the           ot eighteen              years and          not being          actiated              by any fraud duress
memory                 over               age

                                                                                       make       declare           and       publish       this       my      Inst      Will
menace        mistake          or undue           inluence               hereby


and     Testament            expressly revoking                    all    Wills and Codicils                  heretofore              made by            me




                                                                            ny         funeral                            leliwted                to           grÆvesld
           Upon         my         jeath           request          that                               services                                          .a




srv1ee       and      that         be    burled ii           the     Longori              FamIly        Plot        in   Nuevo             Laredo             Mexico


furthet    direct       that       all
                                         my     funeral         expenses             be   paid     by my Executrix                           soon        as     practioal



after   my    death




                                                                                  II




               pjoittt             my      danghter             ADRIANA LONOORTA                                          as     the        Sole       Independent


Executrix        of                      Will     to                without          bond         If   she     IS   unwillin               .or   nable          to    act   iii
                       this    my                       serve



that    capacity         then            dircet        and      appoint         SYLVIA                    DORSEY                      tr    serve        as     the      5$le



Independent           Executrix




          No       other      action       shall       be had       in           cOurt       in relation            to   the     settlement            of      my     estate
                                                                          any

                                                                                     of    this    Will         and           ietrn         of
other     than        the     probating            and       recording                                                                             aix        TnventOiy


                         and        List    of     Claims           of    my    Eatate             My        Independent                   Executrix             hether
Appraisemeot


original     alternate             substitute       or successor                Is   referred      to    as    my Executrix



              direct        that     my    Executrix            shall      not be         entitled       to    compensation                      for   her services


By way       of    Illustration            and     not of          1lnitatioh          and    in   addition              to    any     inherent               irnplicd      or




                                                                                                                                                               Pane      of6




                                                                                                                                                                DORSEY            005147




                                                                                                                                                                                           00845
                                                     to     executrix                 generally            my      Execntth                is    speficaLly            authorized
 statutoty         powers granted

 and      empowered                with    respect              to     any    property3             real   or     Versnal             at    any time held              tinder       any


                       of                                                                   between                                 and    income             assit          borrow
provision                    my Will            to    allot             allocate                            principal



                                                 compromise                        claims           contract             continue                        business       Qf      mine
buy        care         for     collect                                                                                                         any


 invest                         convert          deal           with         dispose          of exchange                      hold improVe                   iharpora1e            any
             convey

business           of       mine      Invest         lease              manage              niortgage             take     possession                   of receive           release



repair         sell          sue    far     nd            lii
                                                                 general              to     exercise            all
                                                                                                                        powers
                                                                                                                                           in     the     managemexit               and


settlement              of   my cthte upon                       such        terns          an      conditions           as     my    Excutrix                deems best and


to   execute           and    delher        any       an4            all   instrumenta and                  to    do     all   acts       which          my    Executrix         tiy

deem ptoper or neceasary                              to        carry        out the purpose                 .of       this    Will without                   being    limited           to



                                                                                                                                                                  of
or   in   any      way by          the    specific              grants        of      power made and wIthout                              the     necesSity             any ourt

orders      or     court supervision




                                                                                              Ill




                                                                                 of                                       or    mined property whieh                             have
             it    is    my     intention            to    dispose                    all    teal      persojial



the    right      to    dispose        of by any WilL




                                                                                              Iv



                  diret         that      all
                                                 my         just           debts            seciirad       and         imsecured                 as     ell as         all     estate



                                                 death           or        similar         taxes together with any                          interest          and/o     penalties
inheritance                 succession


thereon                             as          result           of        my      death         and       impsed              with        respect        to    any pToperty
                  payable

                                                                                        Last Will          and         Testament                shall    be            as    soon    as
whether           or not disposed                of       by         this    my                                                                                paid


practical          after       my        death        but             prior        to       th      dIstribution               of    that        portion        of     th      estate



                               such                              and        if   not       sttfflcint       before dittibution                          if any other          part   of
responibie              thr              payment

my estate




                                                                                                                                                                        Page        of




                                                                                                                                                                            DORSEY            005148




                                                                                                                                                                                                       00846
                   GIVE        and    BEQUEATH                       all    of   my      tnterContinentel                  Dank          oMeAllen Stock                     and


 all      InterContinental             Bank           of     MeAllen              Stock         which            should          inherit       from        my husband

 Eduardo           Longoria          deceased                 and     all    other       Savings              arid    Personal           Accounts           both     foreign



 and        domestic           oied             by    the     or      which               should          inherit          front        my husbnnd                 Eduardo


 Longoria deceased                         to    my        daughter          ADRIANA LONGORJA                                          in the event             he   shcmld


 predecease              me         then    GIVE AND                      BEQUEATI1                    such     stock       to    the    uhildren          of such        child



 of    mine who              sirvlves her             in    equal     shares




                                                                                        VI



                 All gash          which         should         inherit          from     my      husband Eduarcto                        Longorl               deceased

     GIVE         and    BEQUEATh                      to    my       daughter            ADR1ANA                    LONOOUA                        In    the    event      she


should          predecease           me          then       CIIV AND BEQUEATH                                    such       share        to   the    children of auth


child       of   mine who            tirvives          .he     in    eqUal shares




                                                                                     VII




                   further         GIVE         and     BEQUEATH                     unto         my     daughters               ADRIANA LONOORJA

and       SYLVIA                   DCRSEY              all    of    my      right       title    and     lAtereat          in    and     to   the    hontes       found      at



     tO    Paragon           CoUrt     Lalteway                Texas             78734          and     1011          Uptown            Bank        Blvd Apt 152

Boustoh             Tecas           77054        and         all     of     the      eontent             therein                 In     the    event        AXRIANA

LONGORIA                     and     SYLVIA                        DORSEY                should          predecease               me           then        GIVE       ANI

BEQUEATh                     such    property           to    the     children           of     such     child        of   mine who                 survives       them      in



equal       shares           However                 direct        that    thy    sons     EDUARDO LONGORM JR                                             can     continue


                                                                                   front         the             of    my dath                at    the   home             110
to     reside      for        period of          seven                    years                         date                                                         at



Paragon           Court       in    Lakeway            Texas          rent       free     provided             that    he pay           the   taxes maintenance


and       upkeep        of   the    home        during        this    period of           time




                                                                                                                                                                 Pago3of6




                                                                                                                                                                 DORSEY           005149




                                                                                                                                                                                           00847
                                                                                  VIIL




             All of      the     rest     and        residue         of    the     propcrt              which             may        wn         at    the    time of        my

                                              mixed            tangible               and            intangible           of        whatsoever               nature        and
 death       real1      personal


wheresoever             situated          including            all                         whinh              may     acquire or               become          ntLtIed       to
                                                                      property


 after     the execution             of   this       Will    and       nut devised                   hereunder            including            all    lapsed         legacies



and      devises            give          devise        and          bequeath              to    my       daughter             AJR.IM4A                 LONGOR.IA

                                                                                                               the                  of such                   of mine        be
Should       she predecease               me          gIve        dovise         and       bequeath                  share                           child



distributd         ip   epial        shares      to   her then            living       children




                                                                                   Ix



            If   any    person            whether           or not          related             in    any      way        be     blood         to    mc      shall     either



             or in4ictiy                                                   or    set       aside       the    probate          of   this   Will        or to      impair     or
directly                              attempt               oppose


invalidate         any of
                               the    provisions hereof and                           such       person         shaft      establish                 right   to   any      part



                          GIVE            and        EEQUEATFI                   to    sueh          person       the     suinof One and                      NIlO0ths
      my    estate


Dollars      $1.00       only        and      no     Thrther         interest         in   my        estate




            IN     TESTIMNY                        WHEREOF                            have           hereunte        subscribed                and      signed         these



                                     Webb        eounty Thxas                     in       th    presence            of    the      witnesses           whose names
presents      in   Lnredo


are   affixed      hereto       as    witnessee             and      in the      pisenoe of                   said   witnesses                 have     declared           and



published        the    oregqixig               as    ny     Last Wilt                and        Testament              on     this      the
                                                                                                                                                    ______           day    of



                                                   .2009




                                                                                                                1441                1a
                                                                                                        __42s.ea-
                                                                                                        DORO  LONGORIA
                                                                                                                     It   IYLOWj
                                                                                                        Testatrix




                                                                                                                                                               Page        of6




                                                                                                                                                                  DORSEY          005150




                                                                                                                                                                                           00848
            The foregoing          nstrunient       consisting    of    this   and    four          preceding     pages    was

signed      pubbahed       and     deo1wd    by    DOROTHY LOUISE LONGORIA3 Tostator to be                                 her

Last Will and         Testament       rn   our   pre ne and we at her request alid in het presence                         and

in   the                 of esch    other    have    hereunto     subscribed         our   names     as   witnesses    this the
           preserue

__day               of                                           2OQ9




             root   Address                                                                Strett   Address




             tyStatandZipCode                                                              Ci       tatetmdZipCode




                                                                                                                  Page    of6




                                                                                                                      DORSEY      005151




                                                                                                                                           00849
.STATE          OF TEXAS


 COUNTY OF____



               BEFORE              ME       the     unlcrslgned                  authority                  on        his        day     personally              nppeared

 DOROTHY                     LOUISE                 LONGO1UA____________
                                                                                known             to             Ic    lx   the    leqtator and              wnnciscs
                        ___________
                        whose nmics am subscribed                                                                                                    their
 respectively                                                                    to    the    foregoing instrument                            so             tespeotzve

                     and     all    of     said                      being            by     me         duly          sworn        the        said        DOROTHY
 capacities                                         persons
 LOUISE LONOORIA                           Testator          4eclured           to    tue    and        tth            ai4 witnesses                 in   my     presence

 that           instrument                her Last WiJI             and Tetantent                       afld     that       she had       willingly          made and
        said

executed        it   as her     free      act    and     deed       for    the       purposes               thrern          expressed           aud       that    the     ad
                                                                                             in    the                            and                      of    the      said
witneSses            each    on     hii/her        oath      stated        to    ins                         presence                     hearing

DOROTHY                 LOUISE            LONGORIA                    that       the       stud        DOROTHY                     WJJSE LQNOORIA
                had     declared          to     them     that      said     msthinicnt                 Is   bet Last Will                and Testament                   and
  estator

she executed            same       as   such      and wanted           each of             them        to    sign           as     witness           and     upon       their


           each        witness          stated     iutber           that     hefshe          did        sign          the    same        as          witness        iii    the
oaths

                of the      stud        DOROTHY LOUISE LONGORIA                                                   and       at   her re4utst              that   ie       was
presence
at that    time       1rtie             years of age           ci    ovet       and        Was of sound                     mmd         and    That       each     of     said


witnesses        was       thert at least         fourteen       years       of      age




              DOROTHY               LJ3E LONCORIA
                ctutO




              Witncss




           Witness




      SUBSCR15Dt AND ACKNOWLEDGED   BEFORE ME by                                                                                        the    said       DOROTHY
LOUISE LONUORIA Testator7 and SuSCRED     SWOIU4                                                         ND                              to    before        me by        the

                                                                                           and
said
          ____                                          _____                                                ________________
Witnesses            this the                      day    of                                                                     2009
                                _______                              ______________




                                                                                     Notary            Pttblio         State      of Texas




                                                                                                                                                             Pagoof




                                                                                                                                                                 DORSEY          005152




                                                                                                                                                                                          00850
EXHIBIT




          00851
 Fwd     Dorothy         Longorlas         Will    Revlsedjuly28           2011                                                                                                                                        8/1/11         828AM




                         From SyMa                 Dorsey      sidorsayoolaol.com
                              To      sldorseyoOlaoLcom

               Subject                Fwd       Dorothy        Longorlas           Wit       Revised       .July    28 2011
                         Date         Sun Jul31            2011      924 pm

       Attachments                    Nona_WlJuiy_28_20l                          1.pdf   3119K




              Original           Message
  From Raymond                             Hart    ravmondravmondhart.com
  To         Sylvia           Dorsey     sk1orv001 @aoLcorn
  Sent         Sun             Jul    31 2011 816 pm
  Subject                FW          Dorothy        Longorias          WUl              Reiised       July    28        2011




  From Rymoad                               Hart       ravmond@ravmondhqrt.com
  Date Sun 31                         Jul       2011     193704              -0500

  To          Sylvia           Dorsey Sylvia@longoriacotlection.coxn
  Cc          Adriana Longoria                         g1ougoril943@ gmailcom Tommy Dorsey Tommv@dorseyhomes.net
  Snbect                  Dorothy Longorias                          Will          Revised          July     282011


  Sylvia


  As         per our            conversation                  please         find       attached          Nonas              wilt     which she newly executed                       last   week


       am     troubled                by your frustration as mistrust seems                                         to       be running             ramped      In   the family which               is   the   last thing             we
  need         between                 you and my mother during this crisis


  It    Is   Important                to    note       that    the    changes             that       were     just           made were              suggested         many months ago and                       it   just     so

  happens                 that       since        we were            going         to    Nonas        to     get the note                   signed we decided                to    also get the corrections                      to


 the         Will        signed           as well


 Again              It   is    important            to   point       out that the                 purpose          of    the        Initial   changes         were    to    give     my mother the              benefit          of

                                                                                                                                                                                            leave                             else
 any and                                                                                                                                                                     and     to
                         all
                                judgements                in   her behalF               as   It    relates     to       her         legal     matter    with Shelby                                  everything

  the        same

  From my understanding of the current   Wili specifically                                                                    section          VII the    house and            all   the contents           are       split     50/50

  between you and my mother which      believe the last                                                                 Will         failed    to   capture     and        which     was the        point      of    contention



 As           mentioned                    on   the      phone we                 are transparent              and as George                        Shipley    mentioned             It
                                                                                                                                                                                          you and Tommy decided
                                                                                                                               Nonos                     we                  have          faIr and       agreement
 to     participate                  in    helping       us remedy                 the misallocation                    of                     estate           would                               legal


 outlining               the         arrangement               before         moving              forwarci



  If
       you take                Issue        with     the      Will    In    Its    current         form we              are         more then        willing    to   sit    down and come up                         mutually

 agreeable                     one


       am     truly        sorry          for   any misunderstandings                               and    lack         of    communication




                                                                                                                                                                                                                               Page      of
hUp//mallaoI.com/33996_311/aol_1enus/maIl/Pr1ntMesagespC




                                                                                                                                                                                               DORSEY                 003906




                                                                                                                                                                                                                                              00852
                                                                                                                                                                           811111   828   AM
rwd   Dorothy     LqngorI       Wilt      RevIsed    July   28   2011




                                                                                             this                  detail
 Please          let    me   know         if   you would            like   to   discuss             in   greater



 Monte



                                                                                                                                         other        be the center   of    attention
                                                                           Nona                          everyone     against    each            to
 PS             You and         Mom           need     to   realize                 likes    to   play
                                                                                                                                              seeds    of   doubt
                                               know     this but         iVs    haiti   to   ignore her     as her words        can   plant
  know           that    you both




 tom             Adæana            Banks        kIthtmail
 Date Sun 31                            2011        191411 4400
                                          ymn@rond
                             Jul


 To       Raymond            Hart

                       NonaYs          Will    July    282011
 Subject




 Adriana           Banks


  Email banks.adrlana@gmali.COm
  Cell          713      898-6557


  Vuma Companies
  1177 West Loop South                               Sulte1        825

  Houston IX 77027
  Phone                 713        968-7089


  Tulane          University

  6823          St Charles              Ave
  New           Orleans         LA 70118
  Phone                 504865-5000




                                                                                                                                                                                    lag    or




                                                                                                                                                             DORSEY          003907




                                                                                                                                                                                                00853
                                TRIAL    COURT     CAUSE       NUMBER          414270




     IN    THE   ESTATE     OF                                 IN        THE    PROBATE       COURT          OF




     DOROTHY       LOUISE       LONGORIA                       HARRIS          COUNTY




     DECEASED                                                  COURT            NUMBER                      ONE




     PRELIMINARY         STATEMENTS        BY COUNSEL              AND    THE       COURT    IN    MOTION          TO


10   DISMISS       COUNTERCLAIMS          AND     MOTION       TO    COMPEL          AND    FOR    SANCTIONS


11   AND    RESPONSE       AND    OBJECTION        TO    MOTION          TO    QUASH       HEARING


12


13                              Came to    be     heard       on    this       the    3rd    day       of    October

                                   statements                 counsel          of    record       and       the    Court
14   2013        preliminary                            by


15         the    Motion    to    Dismiss        Counterclaims                and    Motion       to    Compel          and
     on


16   for    Sanctions       and    Response        and       Objection          to    Motion       to       Quash


17                  in    the    above-entitled              and    numbered          cause        and       all
     Hearing

18                                in               and/or          being       represented             by    Counsel
     parties       appeared             person

19   of    Record        before    the    Honorable           Loyd       Wright        Judge       Presiding

20


21                                      VOLUME          OF


22


23


24                                  ORIGINAL
25




                                                                                                                              00854
                         APPEARANCES




     Attorney    for   Plaintiff        Shelby       Longoria




                   Johnny     Carter

                   State    Bar    No    00796312

                   1000    Louisiana         Suite    5100


                   Houston        TX   77002-5100


                   Telephone           713.651.9366

10


11   Attorney    for   Defendant        Counter-Plaintiff           James   Thomas


12   Dorsey     Independent       Executor      of   the   Estate    of   Dorothy

13   Louise   Longoria      Deceased

14


15                 James    Austin      Fisher


16                 State    Bar    No    07051650


17                 2800    Lincoln      Plaza


18                 500    North    Akard   Street


19                 Dallas     Texas      75201


20                 Telephone           214.661.9400


21



22


23


24

25




                                                                                     00855
                                   THE     COURT             Do    yall        want    to     argue      from        there

     Whatever       is       most    comfortable

                                   MR CARTER                  This       is    fine        Your     Honor            My    name


     is    Johnny       Carter             Im     one        of    the       counsel       for Shelby           Longoria

     along       with    Rick       Hess     and    Cameron              McCulloch

                                   THE     COURT             Okay

                                   MR CARTER                       think       we    need     to       start by       telling


     you    we    may    have       resolved        two           of   the     motions

                                   THE     COURT             All       right

10                                 MR CARTER                  We       are working           on        Rule     11



11                      to    resolve        the        issues         surrounding            the      deposition               of
     Agreement

12   Adriana                          and    the        Motion         to     Quash     and       Motion       to    Compel
                   Longoria

13   relating       to       the    subpoena            of    Dr       Mitchell         Young            Therefore               we


                   that       the     Court                   those          pending        motions            Keep       them
14   suggest                                      pass

                                            will        have           Rule     11    Agreement           to    submit           to
15   live    but         think        we


16   you

                                   THE     COURT             That       was    the     easiest          one          If    thats
17


18   good    news        Im        glad     you    are        working          through        it        but yeah                you

                                                                  think               are                to    have             Rule
19   are    just saying              hold    it         you                   you            going


20   11                       that        resolves           both       of    those        deposition          issues                Is
           Agreement

21   that    what       it    was

                                    fIR     McCULLOCH                  Keep    it     on    the    corner        of       the
22


                                                                   clerks            office       to    disappear           into
23   desk    and    dont            send     it    to    the


24   never-ever          land

                                    THE     COURT            Are              saying        that       because        they
25                                                                     you




                                                                                                                                          00856
     couldnt         find    one      of    the       documents

                              MR McCULLOCH                        Im     not       taking            shot       at    her

                              THE      COURT            Okay

                              MR CARTER                     And    the       second                guess        procedural

     issue     about    how      we    are       going       to    proceed          today           Your       Honor        is


     these     sorts    of    motions forum                   non       conveniens                motions       are


     typically        ruled      on    on    the       papers            There          is    no    particular


     requirements           about      and       the    civility             or    the       form of       the       evidence


     is   submitted         in     and      as    Im        sure       youre aware                  we    have


10   submitted        fairly       substantial               briefs          and    documents             and


11   affidavits        related         to    it         So        you    know           we    are    prepared          to


12   just argue        the    motions you                   know        maybe       present          15    minutes          each


13   of   argument      on    that         motion           however           counsel             for the       Estate       has


14   subpoenaed        Shelby         Longoria              and    he    is       here        to    testify          today

15   So   if   its     --    and           believe          that       they       also       want    to    present


16   three     other    witnesses                so    if    this       is    to    be            hearing       with


17   witnesses                              in    live       court                think       we would          have
                      testifying

18   couple     of    witnesses             Mr Longoria                  an       expert           they    would       have


19   three      we    would      have       rebuttal              so    it    would          be      much       more


20                                          Our suggestion                   is    to    just       rule on          the
     lengthy     proceeding

                            with      some legal             argument              but            understand          that
21   papers     maybe

22   counsel     for the         Estate          disagrees             with       that


23                            fIR      FISHER               Your       Honor        Im        James       Fisher


24                    the    Executor             James       Thomas          Dorsey                 also        represent
     represent

25   third              defendant            who       is    Sylvia          Dorsey               This    is    my
               party




                                                                                                                                   00857
                          Wes    Holmes                We       believe       that             Motion          to      Dismiss       for
      colleague

                      conveniens                 is    an       evidentiary             hearing           and       that      we    are
      forum    non


      entitled       to    call       witnesses                   It    wont        take             long        time        but



      think    we will          have        approximately                   one    hour        of    live testimony


                          ask         There           is    also       no    rule that              says       that      says       an
      would    just

                      is     admissible                in       this    kind       of          hearing                 Affidavits
      affidavit

                                Here        is         case       we    have       cited        on        point        that       says
      are    hearsay

                                                      and       not    admissible              in    this         kind       of
      affidavits          are     hearsay


      hearing

                                  THE       COURT               Well        you    know             you    can        certainly
10


                                           and                  evidence                Is    there        anything           you        are
11    have    your     hearing                    your

                                                                                             what                      arguing           in
12    going    to     present          that       is        different         from                    youre

13    your     response

                                            FISHER               Well                   would        not       say     different
14                                   fIR                                     you


15    but     augments          it with          more           detail

                                                                             And                                 point        is    that
16                                   THE    COURT                Okay                        guess        my


                                                                                   read        it    all         and    without
17    Im      going    to        you       know         obviously

                                                                                                                       its     face       as
18    really objecting                     you        know        Im     going          to     take       it     on


                                                                                                each       side          is       each
19    that     whats        being          presented              to    me        and    by


                                      view                 to    this       particular              issue           but       you
20    sides         point       of                as


                                                                      because                have    an     11      oclock
21    know      an    hour       is        problematic


22     docket

                                     MR CARTER                    Your       Honor              might            add     if       they
23


                                                  and       we    have       two    witnesses                  actually             they
 24    have    three       witnesses

                                                                                                                 one    or    two
 25    have    at    least       three            they          told me       they           may call




                                                                                                                                               00858
     other    folks            doesnt        sound       like        an    hour          to    me

                                 THE       COURT         Why        dont        we       get     started         and    we       will


     see    where       it     goes    and     you       know              may       have       to       work    in    11



     oclock        docket        matters           you    know            as    we       come       to    that    point          in


     time     but       its      your      motion         right

                                 MR CARTER                    Right

                                 THE       COURT              have        got       that       straight               Actually

     Ive     been       over     this         So    you       want        to    take          the     lead      and    call



     your    witnesses           first and          then        they       can       be       the     respondents

10                               MR FISHER                    Right            Very       good

11                               THE       COURT         Frankly               you       can     argue         your    motion


12   and    then    call        your       witnesses                You    can       summarize             your       point        of


13   view     etcetera               and    then


14                               fIR       McCULLOCH                Give       an    opening             for lack           of


15   better       way     to    describe          it

16                               MR        CARTER             That    would          be        fine       Your       Honor

17                               THE       COURT               mean              have            pretty         good


18                              of    what    the        issues       are        but          you     know            dont
     understanding

                                                                                    to    frame          the                       the
19   want    to    short        circuit       yalls             ability                                         argument


20   way    you    want        to

21                               MR CARTER                    Well        and       it    may streamline                    what      we


                   witnesses           if    we    kind        of    put       the       issues          out    in     front       of
22   do    with

                                           that          If    it    please          the        Court            will
23   the    Court       prior to

24                  and         little       argument           and       then       we        will      call    Shelby
     present

                     and       then    we will           call       Professor             Carlos          Gabaurdi
25   Longoria




                                                                                                                                           00859
                                    THE      COURT          All       right

                                    MR CARTER                   So    the       first             think       question             for


     the    Court       is    what        is    this       case       really about                  and         think          that

     the    Court       can       and     should           in    deciding              the       motion        get       to    the

     heart    of    the       case           what     is    this          case     really about                 and


     absolutely              Your       Honor         there          is         Texas        connection             in    this


     case         All    right               The     Decedent             was          Mexican          citizen          living          in


     Texas    at    the       time        of    her    death                But    the       question          opposed             by


     the    forum       non       conveniens           doctrine              is    not       whether          there       is       any

10   connection          in       Texas         the    question              is        on    balance           whether             this


11   case    should          be     tried       in    Mexico          or     should          it    be    tried in             Texas

12   And    the    fact       that        this       case       belongs           in    Mexico          is    illustrated                by


13   the    long    history             of     the    marriage              between          Eduardo          Longoria              Sr

14   and    Dorothy          Longoria                Eduardo          and       Dorothy           were       married          in    both


15   Texas    and       Mexico               There     is       marriage           certificates                from       the


16   early    1940s           on     either          side       of    the       border             Eduardo           Sr

17                 into        the       marriage          and       continued              to    manage       and       profit
     brought

18   from                            the       course       of       th.e    marriage             businesses             in
             throughout

19   Mexico         Going           back       as    far    as       the     1960s               there       were         series


20   of    Wills    of        both       Eduardo        and      Dorothy           dealing          largely          with


21   property       in        Mexico

22                                  In    1983         Dorothy            and     Eduardo           Sr         entered             into


23   an    agreement           to    partition             their community                       property            They


24   entered       into        that       agreement             in    Mexico                They    sought          an    agreed


25                  of            court        in     Mexico         that       would        partition          their
     judgment




                                                                                                                                              00860
     property            The       Court       in    Mexico          granted          the       Request          for


     Partition          of    the    Property                  As         result       of       that       partitioning

     Dorothy       owned       considerable                real          estate       in    Mexico          and       shared       in


     Mexican       companies               She       subsequently                confirmed             in       Wills       and


     other    legal          documents          that       her       marriage          was       subject          to


     separate          regime

                                   Later       in    life           in    2002        Eduardo              Sr
     transferred             all    of    his       of    his       property          into            Trust       managed          by


          Mexican       bank        Banca       Afirme               The    Trust          Agreement             and         Will


10   that    he    executed          at    the       same       time       provided             for    the       Trust       to


11   continue          managing          the    property             for the          benefit          of       their       two


12   sons     Shelby          and    Eduardo              Jr         upon       the    passing             of    Eduardo           Sr

13   There    are       also       two    daughters                 Sylvia       and       Adriana              and    the


14   Agreements          and       the    Wills           of    which       there          are    many          over         period


15   of    many    decades           made       clear          that       the    understanding                   and    the


16   intent       of    the    parents          was       that       the    businesses                would       go    to       the


17   sons    and       the    cash       would       go    to       the    daughters             and       that       the    cash


18   would    be       paid    to    the       daughters             during       the       lifetime             of    the


19                      For many          --    for large                portions          of    this       period          of    time
     parents

20   that    cash       consideration                was       actually          more valuable                   than       the


21   interests          and    businesses                that       was    going       to       pass       to    Shelby          and


22   Eduardo           Jr

23                                 All    of    the       children          were       aware          of    the       Trust


24   arrangements             in    2002        and       Dorothy          was    too            At    the       same time


25   that    the       Trust       was    established                    Eduardo           Sr         entered           into what




                                                                                                                                         00861
     were    called       Private           Agreements                   One    with        Sylvia           his   daughter


     Sylvia        and    one        with       his       daughter        Adriana                And    those


     agreements          say        that    you       will        be    continued           to    be    paid            sum


     certain       in    cash        for         period           of    years    and        that       if    there       are    any


     disputes       that        you       the    daughters              have    concerning              the      Trust        and


     all    of   these         arrangements                  those       disputes           will       be    governed          by


     Mexican       law        and    you    will          file     suit    in    the        courts          of   the     State


     of    Tamaulipas           in    the       City of           Reynosa        which           is    across      the


     border      from         McAllen

10                                  When    Eduardo               Sr      died       in     2005        Shelby


11   Longoria           who     was       named       as     the       Executor        of    Eduardo             Sr

12   Estate        probated           his       Will       in     Mexico        in     Nuevo          Laredo        across


13   from    Laredo            which       is    also        in    the    State        of    Tamaulipas             in


14   Mexico         There           were    subsequently                 multiple           orders          of   the     courts


15   of    Nuevo    Laredo           probating             Eduardo         Sr             Will


16                                  After       Eduardo            Sr      passed           away        Dorothy          moved


17   to    Houston       and        was    supported              for all       of     the       remaining          years       of


18   her    life              Shelby            He     arranged          for    about              quarter         of
                    by


19   million dollars                                 to    be     transferred             from        the    businesses             in
                                          year

                                           the       Mexican           Trust     to       Dorothy           here    in
20   Mexico        managed           by


21   Houston       so    that        she    could          continue        to    live        in       the    manner       she


22   desired

                                    The     Executors              efforts        to      deep        six    the    fact       that
23


                         is    all    about          Mexico        are    too     little too                late         There
24   this    case

                 Amended            Counterclaim                filed     by    the       Estate        last       Friday
25   was    an




                                                                                                                                         00862
                                                                                                                                              10




     which    attempted                 to     essentially                go    through             their previous


     counterclaim                 and    delete           references             to       Mexico          and    add     in


     references              to    Texas                But    lets           look    at       the    procedural              history


     here     all        right                Mr Dorsey                  as    Executor              filed       his     complaint

     in    early       May          He        initiated             this       litigation             in    this        court            He


     said    that        he       was        seeking          to     recover         on    behalf          of    the     Estate


     community           property                 interest           that      Dorothy          Longoria           had    lost


     somewhere           along          the        way         He     alleged         that          there       was     something


     fraudulent              about           the       transaction             creating             the    Mexican        Trust          and


10   the    execution                   He        alleged          there       was    something             fraudulent              about


11   the    execution              at        the       same    time       in    Mexico          of    Eduardo            Sr

12   Will          All       of    this           in    2002

13                                  Mr Dorsey                      the    Executor              alleged           that    there          was


14   something           fraudulent                    about       the    manner          in    which       Shelby        probated


15   Will     in       Nuevo       Laredo               Mexico            Mr Dorsey                  the    Executor           for


16                           challenged                 the     1983      Agreement             to    partition           the
     implicitly

17                      of    Eduardo              and    Dorothy             because          he    alleged           that    there
     property

18                      should          have           been     community            property             that     passed          to
     was          --



                       and    that           that       was     somehow         lost       along          the     way         So    in
19   Dorothy

                                                   that                          have          to    somehow           invalidate
20   order        to    prevail              in                you would

     the                           to                              the    property             and    to        make    the
21           agreement                       partition

22   marriage           into             separate              property         regime

                                        After          Mr Dorsey               the    Executor                  filed    that       case
23

                                                                      Adriana         and       Sylvia            and    just       for
24   in     this       court            he    as       well     as


                                                       this     in                    but                        Dorsey        one       of
25   --     you    may have              seen                         papers                    Sylvia




                                                                                                                                                   00863
                                                                                                                                       11




     the    daughters           of    Eduardo          and       Dorothy            is    the    wife        of    Tommy


     Dorsey         the    Executor             of    Dorothys              Estate          All        right            And


     Adriana        is    her    sister               So   Mr      Dorsey           as    the     Executor             of    the


     estate         Adriana          and       Sylvia           they    filed        lawsuits                After          they

     filed    this        lawsuit          they       filed       lawsuits           in    Nuevo        Laredo          in


     Mexico          And       those       lawsuits             sought       to     set    aside        the       probate          of


     Eduardo         Sr          Will           which      is     essentially              the        same    sort of


     allegation           that       had       been    made       in    the        lawsuit        that       had       been


     filed     in    this       court            At    least       one       of     those        proceedings                 the


10   one    that     was       filed       by    the       sisters Sylvia                  and        Adriana           and       is


                                                     Longoria          has        voluntarily           appeared             in
11   still     pending               Shelby

     that                                 He    has    absolutely                 stipulated           that       he    will
12           proceeding

13   consent        to                                                  in        Mexico     and       lay    his
                          personal             jurisdiction

14   limitations           defenses             in    Mexico       with           respect        to    that       proceeding


15             other                                  in    Mexico          if     this     case       were       to    be
     or in                 proceedings

16   dismissed           from    this court


                                 After          or    around          the     time        that    he    filed          the
17


                                      the       time       that       the     lawsuits           were       filed       in     Nuevo
18   lawsuits            around

                                                                                                                       in    this
19   Laredo         Mr Dorsey                  the    Executor               initiated           discovery

                                                                                   served             set    of    194
20   case       And       the    way       he    did       it    was         he


21   Requests        for Production                   on     Shelby          Longoria            requesting


                                           to    dozens          of    Mexican            companies          and       not
22   documents           relating

                                                           He    then         just        five weeks          ago           filed
23   single     American             company

                                                                  that        said        that    the       main       claim       of
24   Inventory           and    List       of     Claims

                                     he    valued          it    at    $49        million was               for     shares         in
25   the    Estate         and




                                                                                                                                            00864
                                                                                                                                          12




     two    Mexican             companies             formally          held         by    the    Mexican           Trust

     Those       companies                are    Vertice           Empresarial              and    one        called       Imuebles


     Interainios                 SA        which        the      parties        call        ETSA         ET      and    SA       The


     only    way        the      Estate          recovers           some share              of    those          companies           is


     if     at          minimum             it    proves           that       the     Mexican          Partition


     Agreement             isnt valid                   Mexican         Trust         is    invalid              and     Eduardo

     Srs      Mexican            Will       is    invalid               And     any        such    claim would                  of


     course           be    governed             by     Mexican          law          It    wasnt           until        they


     amended          the       petition          last        Friday          that        Mr     Dorsey          did       search


10   and     replace            to    get       out     the      allegations               relating           to    Mexico            But


11   since       the       whole          locus       of     this       marriage           was    in     Mexico           the


12   property           was      in       Mexico           the     agreements              were     in      Mexico              dont

13   know     what         the       Estate       is       after        here     in       the    United          States         and       my


14   belief        is      that                  are       not     after       anything           in     the       United       States
                                      they

15   because          there          is    nothing           here         They        are       just     looking          to    get


16            the                          and    then        we    will        be    right back              attacking          the
     past               hearing

17   Mexican          Court          Orders       and        Agreement               which       they       would        have    to


18   defeat        anyway            in    order        to    prevail           on    their        claims           and    they


19   will     be                          discovery           regarding              the    Mexican           property          as
                      seeking

20   indicated             in    the       Inventory               they       are     seeking          to     recover          some


                      of    the       value        of      the     Mexican           property               So     per    forum
21   portion

              the       standards               are     set      out     in     the       briefs         we      have     to    show
22   non

              Mexico            isnt        available              in    adequate           forum        and       then    the
23   that

                                                                 interest            and    the     public             interest       in
24   court       balances             the       private

                 to     assess where                  this       case      is    most           appropriately             venued
25   order




                                                                                                                                               00865
                                                                                                                                        13




                                    First       off      available             in    adequate              forum             Thats

     not    an     issue that             needs     to    detain          the       Court        for very             long             The


     Fl fth      Circuit        has       said     that       there       is         nearly           ai rti ght



     presumption              that       Mexico     is    available             in        adequate             forum             And


     there       are    multiple           Fifth Circuit                cases        that           follow       that             There


     are    multiple           state       court      cases         that       follow           that           and    the        Estate


     has    not     pointed          to         single        case      which        has        gone       the       other        way

                   Longoria          has    consented           to       personal           jurisdiction                    and    to
     Shelby

     no    application              of    the    statute        of       limitations                 in    Mexico           if    this


10   case     is    dismissed               That         as         matter          of     law        means          that        Mexico


11   is    available           in    adequate         forum             And     for        that       purpose           you       can


12   look     at        Texas        Supreme        Court          case       cited        in       our    brief        called          In



13   Re       Pirelli          Tire        which      was          in    fact              case       involving


14   Plaintiffs           from Tamaulipas                     and       the    court           said       that       the     consent


15   to                  no    limitations            and      to       waiver        of       personal          jurisdiction
           having

16   issues        in    Tamaulipas             rendered           Mexico       available                 in    adequate


17   forum

18                                  With     respect          to    the       private           interest              factors

                    think                    the                        issue        is    that       the       documents              are
19   mean                       maybe               biggest

                                                              And       depending              on    how       far     we    get
20   overwhelmingly                 in     Spanish

              the       facts       with     these       witnesses               you       may       see       some of           that
21   into

                                                               having           to    do       with       this        couples
22   today          Virtually              everything

                                             and      Eduardo            Sr      is       in    Spanish              because       the
23   properties               Dorothy

                                                      the     Trust       was        in    Mexico              the     Partition
24   property           was    in     Mexico

25   Agreement           was    in       Mexico




                                                                                                                                             00866
                                                                                                                                        14




                                   There        is    an    expense           issue       in     translating              the


     documents          but    there           is    also       an    issue        of    time       and      effort       in


     trying       to    impart           Spanish          language           concepts          to    the     jury and              to


     the    Court

                                   With        respect           to    the    witnesses              if      the    case       is       in


     Mexico           the    parties           will       all     have       the    opportunity               to    testify


     there                          --          testify           here for          the     case       in     Mexico          just
                  just as                 or


     as    if    the    case       were        here        or if           another       party       wanted         to


                       it    could        be    the       Mexican           court       could       compel         them       to    do
     testify

                                                                                          The                      involved             in
10   so         The    real    issue           is    the    non-parties                             people


     the    execution          of        the                           to    partition           the      property            or    who
11                                              agreement

12   know       about       that         the    people          who        managed       the     Trust            the


13                      who    had        drafted          the        Trust       documents          and      Eduardo
     attorneys

                        Srs Wills                   the    attorney           who       drafted        Dorothy
14   Longoria

                                         these        folks       are       all    in    Mexico        and        out    of     reach
15   Longorias              Will


                                               of                      but    within        the      reach         of    the
16   of    American          service                  process


17   Mexican          courts

                                    The       same                    with       the     documents                You     have
18                                                     thing

                                                                                       files        the      files       of     the
19   Mexican          court        files        Mexican           attorney


20   Mexican          businesses               they        are       Mexico       and     they      are      in    Spanish

                               lot       of    cases        in       our    brief          This        is    well-trodden
21   We    discuss

                                                     cant        defeat          forum     non      conveniens             by
22   grounds                  plaintiff

                                                    here    are            few     things       about        this        dispute
23   coming       in    and        saying

                                                                States             The    court        has    to        look       at
24   that       relates        to    the       United

                                                           to    determine              where          trial       would           be
25   the    entirety           of    the       case




                                                                                                                                             00867
                                                                                                                                    15




     most    expeditious                     The       case       thats        cited       in    our    brief                First


     Court       of    Appeals          case           Denmar       Finance           where       the    court          found


     that    forum          non       conveniens             was   warranted              because       the       defense


     witnesses             and    the       defense          documents          were       in    Mexico       and       were

     written          in    Spanish               So    thats        the       private          interest          factors

                                      Public          interest       factors                    think    the       most


     important             issue       is    choice          of    law         And    there       are         lot       of    cases


     that    say           in    fact        that       where       there       is         choice       of    law       issue

     that    is       the       most    important             issue to          look       at    with    respect             to


10   public       interest             factors

11                                    The    Agreement             Partition          of    Marital          Property

12   that    is       governed          by       Mexican          law           dont        see     where         there       could


13   be                                that       the    validity          of    that       agreement             which       was
           any    argument

14   entered          as    an    Order          of    the    Court       in    Mexico           could       be    governed


15   by    any    laws          other       than       Mexicos             The       Trust       Agreement             expressly

                                                                  Mexican       law       and     in    fact           Adriana
16   says that             it    is    governed          by


17   and                                    to    the    application             of       Mexican       law with
            Sylvia          agreed

18                    to              claims          that    they       would       have       relating          to    the
     respect                any

19   Trust

20                                    The    challenges             to    the    court          proceedings              those


                      Mexican          court                                   the     proceedings            around          the
21   are    all                                       proceedings

22                                                                 the    proceedings             around          the    probate
     separate          property             agreement

23   of    Eduardo              Srs     Will            The       current       proceedings             now       going       on


                                                  that       is                            Mexican       law       and       it    is
24   Nuevo       Laredo           all       of                     governed          by


                                                  will       see    here today              the     parties            have       here
25        huge    issue           as    you




                                                                                                                                         00868
                                                                                                                                         16




     in    the    courtroom                today      experts          in    Mexican             law    to    testify          about

     Mexican          law       and    Mexican            procedure               And       if    this       case       goes

     forward          in    this       court          there       are       probably             going       to    be    regular


     hearings          for       it whereas               you    would       not       have       to    do    that       if    this


     case    were          in    Mexico         you       would       not    have       to       have         lawyer          come       in


     and    testify             as    to    Mexican         law       in         court       in       Mexico

                                      The    Plaintiffs                primary          argument             is    that


     Tamaulipas             is       dangerous             you    know           there       is       drug gangs              there


     is      lot       of       murders in            Tamaulipas             and       Nuevo          Laredo       and    Reynosa

10   but    the       law       is    clear          this would             weigh       against          dismissal only


11   if    violence             in    the    alternative               forum       has       greatly          limited          access


12   to    justice               And       there      is    no    evidence             of    that            Nuevo       Laredo

13   Reynosa           other          places         in    Tamaulipas             have       fully       functioning

14   court       systems               In    the      cases       we       cite    in       our       reply       brief that             we


15   filed                                 there      is    dismissals             in       favor       of    Columbia              in
                 yesterday

16   favor       of    Venezuela                in    favor       of       Sierra       Leon            There       is         Texas


17                    Court          case    just         from         few       years       ago        the       Pirelli          Tire
     Supreme

18   case    that               mentioned             that       dismisses the                   case    in       favor       of


19   forum       in    Tamaulipas                 Mexico              It    is    likely          that       Mr Dorsey               if


20   he    does       not       want       to     will      even       have       to    go       to    Mexico       if    he       files


21   this    case          in    Mexico           because         in       Mexico       most          things       are    done       on


22   the                         You       have      to    basically             compile          your       evidence          and
            papers

23   documents             and       file    it      along       with       the     brief to            the       court       and    the


24   court       makes          its    decision                 The    party        can          if    asked       by    another


25                can                into    court         and    testify                Nonparties               can    go    into
     party                  go




                                                                                                                                              00869
                                                                                                                                           17




     court    and       testify             based        on    previously                submitted              written


     questions               But       that       would        be         one       time only              thing             At    the


     conclusion             of    all       of    that         the       court       would           review        what          was


     submitted          to       it    to    make             decision          and        there          wouldnt            be    such


     thing    as            multiple             week     trial          in    Mexico           where           everybody          would


     have    to    be       living          in    Nuevo        Laredo          for an           extended              period       of


     time         So    all       of    that       is     to    say that              it    makes          no     sense          for    this


     case    to    be       here in          Houston           and       despite           the       efforts          to     replead


     the    case       at    the       last       minute            this       case        is    really is                 about


10   Mexico

11                                    The    second           part       of    our       motion           relates           to


12   abatement          for this             case             This       is    an     alternative                 argument

13   Abatement          pending             resolution              of    the       Will        contest           that       Shelby


14                     filed            Remember               the       first party                 to    file        something          in
     Longoria

15   this matter             was       the       Executor            Mr Dorsey                       He    filed           the    lawsuit


16   against       Shelby             Longoria                Subsequently                  Mr        Longoria              filed


17   Will    contest             and    said       that        Dorothy          lacked           capacity              and       there


            undue       influence                when     she       executed                Will          2010        at    the    end    of
18   was


19   her    life when             she       was     very       sick       and       on          lot       of     psychotropic


20   medications             in       which       she     appointed             Mr         Dorsey           as    Executor               We


21   have    since          found       out         by    the       way        there        were           three       Wills


                                            one           2010           one     in      2011              It    is         little       bit
22   executed          in    2009                   in


                                            the                where                  pick       sides           in    baseball
23   like     Your          Honor                   game                      you

              the       kids          would               one        hand      on     top       of        the    other           Adriana
24   where                                        put

                                                                                                            and       have       her    sign
25   would    go       to    Dorothy             and     say here                sign       this




                                                                                                                                                00870
                                                                                                                                       18




     over    all       of    her       Estate    to        her         But       then     Sylvia        would       find out


     about       it    and    she       would    go        to    Dorothy           and    have        her    sign


     something               And       then    the     last Will             was        one    that        apparently

     Adriana          got    her       mother    to        sign       in    the        last months           of    her       life

     just         few       months       after       the        2010       Will        that    was     admitted          to


     probate            And       so    that    2011        Will       in    which        Adriana           is    named       as


     Executor          is     in       fact     the        last       document           that     is       apparently


     signed       by    Dorothy          Longoria           that       purports           to     be         Will         The


     whole                         of    events        reeks          of    undue        influence           and    lack          of
                 sequence

10   capacity               But         will    also        say        by    the        way      just

                                        the    prior Will              had        --    were     from       the    late
11   parenthetically

                                                                named              Executor           and    he    was       an
12   1980s            Shelby       Longoria          was                    as


13   heir         So    the       obvious        intent          of    the        2009        2010     and       2011    Wills


14   was    to                            Longoria              to    sign        something           which       had    the
                  get       Dorothy

15   affect       of    cutting          Shelby        out       of    the        Will    when        clearly       she


16   didnt        know       what       she    was     doing          and    signing            what       was    put    in


17   front       of    her

18                                 There        is    an    additional                 issue     too        which       is    that


19   for    reasons          independent              of    that           Mr      Dorsey        is         completely


                                  executor           for    this       estate                   mean        first of          all
20   inappropriate

                        and       we    will     show       in       this     case       misappropriation                    of
21   there       was

                 from                                           in    the     last        years       of    her    life       by
22   money                  Dorothy           Longoria

                                         The               the       children            arranged          the     affairs was
23   Sylvia       Longoria                       way


24                                      was     here       in    Houston               Sylvia     Dorsey          was    helping
     Dorothy          Longoria

25                      her                            affairs             but     it     was    entirely          funded          by
     to    manage                 day-to-day




                                                                                                                                            00871
                                                                                                                                       19




                   from    the        Mexican          businesses                 Shelby           lives       in      McAllen
     Shelby

     but    he                        substantial              amount        of       his    time        in    Reynosa
                   spends

                        businesses           that        are     across       the       border           and      he     would
     managing

     have     those       businesses               extend        about            quarter           of            million


                                           that     she        could    continue              to    maintain             her    life
     dollars             year     so


     time          So    there        is    misappropriation                     by    the       executors               wife

                                                  includes           checks       that        are       written          to    Tommy
     The    misappropriation

                                                    There        are                          loans       to       Sylvia       and
     Dorsey         the        Executor                                  improper


     Adriana                      from        around           the    same time             as     all       these       Wills
                    dating

                    Executor           wont         or    cant         attempt          to       try to           claw    back
10   And     the

                                  loans           because        it    would          undercut           his       argument
11   those        improper

                  the                        of    the    Will           There         was       very        valuable
12   about               validity

                                              the       Estate        which       Tommy          Dorsey           omitted        from
13   property           taken     from


14   the                         and        Claims        in    the    property
             Inventory

                                  There           is    the     whole        issue           Your       Honor          that
15


                   and                  have       represented              to    this        Court          on    multiple
16   Sylvia                Tommy

                                             2010       Will     was     Dorothys                Last        Will      and
17   occasions            that    the

                                              had       in     their files              and      knew        that      there      was
18   Testament            when        they

                   Will          The        2010       Will     was     the       basis       of       the     appointment
19         2011


20   for Tommy            but    it        wasnt        the     Will     that          was    executed

                                             the       Estate        does     not       have             claim         against
21                                    Now

                                                         if    it    did              think        it    does            great
22   Shelby             Your     Honor         but


                           to     the       Estate        to    have     this          Executor           pursue          it      So
23   disservice

                                                               want     to              to       the     end      of     this    case
24   the     question            is    whether           we                   get


                                            the    work         involved          on    the        claim       asserted          by
25   go     through        all        of




                                                                                                                                            00872
                                                                                                                                     20




     Tommy    Dorsey          against          Shelby          Longoria           only       to    conclude          that          the

     Executor          should       be    appointed

                                     think          it    would       be        extremely          inefficient                and


     pose    an    undue       burden          on    the       parties                In    an    exercise          to    manage

     its    own    docket           the    Court          can       deal        with       that    problem          by    abating

     the    Executors              claim against                Shelby           and       trying       the    Will       contest


     first         Thank       you

                                   THE    COURT            Okay             Just            question            Are you


     saying        since       this       is         forum          non     conveniens              the       argument


10   isnt     that          what    could       take       place           in    his       court    might       not       have       an


11   affect       on    Mexican          property              is    it               mean        the    jurisdiction                is


12   okay    in    this       Court        in       other       words

13                                 MR CARTER                   We    are        not    challenging

14   jurisdiction              Your       Honor

15                                 THE    COURT            And       youre            talking       about       all       sorts


16   of    instruments             that    are       really Mexican                    instruments             in     nature


17   and    the                      is    in       Mexico            Is        there            concern       that
                   property

18   whatever          happens       in    this          court       would        not       be    recognized             or


19   accepted          by    the    Mexican          authorities                 or    is    --



20                                 MR CARTER                   You     know                think    that       could          be


     concern            For    example                     know            if    the       parties       have       to    try
21                                                  you

22   issues       involving          the       agreement             to     partition             the    property

23                and       there    is         decision             in     this court             that       kind       of
     right

24   relates       to       or bears       upon          the    validity              of    that              dont        know


25   allow    the       Mexican          courts          would       view        that              mean        you       would




                                                                                                                                          00873
                                                                                                                                         21




     have         conflict          between          the    court          systems of              two    different


     nations       at    that       point

                                THE       COURT            Okay            All    right            and    how       long       would


     your    opening          statement          be        so    to    speak

                                MR FISHER                   We    can       hold        it    down       to    less          than


     ten    minutes           Your    Honor

                                THE       COURT            Okay            What     Im        going       to       do    is        you


     go    forward       with       your       response          and       then    we        are    going          to    take


     break    and       Im     going       to    try       to    address          my     11    oclock              docket


10   matters       and       then    we will          come       back       and     keep       going

11                              MR FISHER                   Okay

12                              THE       COURT            If    you       want     to       take    that          time       to    get


13   something          to    eat    or    anything             else        thats            fine              dont          want


14   to    just    tell       yall        to    come       back       at    two     because               want          to    keep


15   going         Ive        got    to    leave       by       four today              so         want       to    make       sure


16        address       all    of               issues          and    evidentiary                 matters          before
                                     your

17   that         So    thats        what       we    will       do        just         you    will       be       allowed


18                             and    we       will    take            break        and       come       back       and
     your    response

19                       would       say       we will          start       up    again        at     noon         unless          my
     probably

20   II    ocock         throws       me         few       curve       balls which                 has    happened


21   before        so    go    ahead

22                              FIR       FISHER             With      all        due    respect              Your       Honor

23   the    only              that    the       Movant          can    make             colorable             argument
                       way

24   under    the       US                     Court       case       law    is     by        miscasting            our       case
                              Supreme

                               it                                                                                  we    are       not
25   misconstruing                        Let    me    say with             perfect            clarity




                                                                                                                                              00874
                                                                                                                                            22




                                                         of            judgment              of    any       Mexican           court
      contesting          the       validity                    any

                                                    to        review      or        overturn         any      Mexican
      We    are   not     asking             you

                                                                                            will     that      was        signed        in
      proceeding              We        are       not    contesting                 any


                                                   the                         miscasting            of      our     case       is
      Mexico         And          perhaps                     biggest

                                                              between                        Longoria           and       his
      describing             it    as            fight                         Shelby


                                                  case                         by    an     Executor           who       has         duty
      sisters            This          is                     brought

                                                    of        the    Estate          and        those        assets       include
      to    marshal          the       assets

                                                                                     Longoria                 There       are     claims
              valuable             claims          against           Shelby
      very

                                                                                                             that    the        locus       of
      under       Texas       law            Mr     Carter           erroneously                 said


                                                                                                true                     moved        to
10    the    marriage             was       in     Mexico            Thats            not                     They


                                                                       lived          in    the     United          States          for
      the    United          States          in     1987       and
11


                                                                                                              2005         so    he
12    the     rest      of    their lives                      Mr      Longoria             died        in


                                                                                    Longoria        died       in     2012            She
13    lived       here for             17    years             Dorothy

                                                                                                        that       period        of
      lived       here       for       almost           25    years            Throughout
14

                                                        had          fiduciary             duty     to       her         And     if    you
15    time        Shelby           Longoria

                                             to    what       Mr      Carter          said         he     admitted             it
16     listen carefully

                                                                                to    Dorothy           from       the     Mexican
17     Shelby      Longoria                 oversaw          payments

                                                                                                                     the                     of
                             for        her       benefit             And       under        Texas        law                  theory
18     businesses

                                                                               is    well-settled                   it    exists
       informal         fiduciary                 relationship
19

                                             it    does        not    exist          under         Mexican          law        and    so
20     But        will        note

                                                                                                              that       Mexico       is     an
       Mr Carters                  statement                 that    it    is       watertight
 21


                                                              those       cases           involve       informal              fiduciary
                         forum              none    of
 22    adequate

                                                         And    one       of    the        things       that        our       expert
 23    relationship                claims

                                                                                                    there       is       no
 24    witness       will          testify              in      compelling                 way

                                                                                           in     Mexico            There        is    no
                                  of    fiduciary              duty       claims
 25    recognition




                                                                                                                                                  00875
                                                                                                                                            23




      remedy             There          is     no    recourse

                                                    much              their          argument          is     devoted          to    the
                                        Now                     of


                               that           our    case        is    lousy          and    going          to     lose         If
      proposition

                                                                                             to    move           the    case       out    of
      thats true                   why        are    they        so    desperate

                                                                                                  of     rendering             of
      this    court                Your        Honor        is       fully       capable


                                              where             case       is    weak            But     the       truth       is     it     is
      Summary           Judgment

             weak             Shelby           Longoria              acted       in         fiduciary              capacity
      not


      towards           his    mother              for decades                 and    its documented

                                         There        was       reference             to    these        private           agreements


                                          choice           of    law       provisions                   These        agreements
10    which        contained

                                                                                                              was          party      and
11    were        not    agreements                  to    which           Dorothy          Longoria

                                                                           the       Executor           of     her      Estate             She
12    so                are        no    way        binding          on
            they

                                                                                      she        did    not       even     mention          in
13    didnt            sign        it         Those        agreements

                                                                      whatsoever                 over    her       estate            Thats
14    them             They        have       no     bearing


15          red    herring

                                                     there           are    two       steps       to     the       legal       analysis
16                                       Now

                                                                      to    undertake                  The        first is whether
17    that        the        Court       is     required

                                                                                             and       available           forum          for
18    Mexico            is    an    adequate              forum            adequate

                                                                                      The    second           is        even    if    there
19    the     claims           that we              have        pleaded

                                                                           forum           has    the        movant        carried         its
20     is    an        adequate           and       available

                                                                                            showing           that       the    factors
                                    burden           to     make               strong
21     quote            heavy

                                                                                     and    all     of       those       words       are
                       heavily           in    favor        of       Mexico
 22    weigh

                                                                                      Court        authority                The      common
 23    used        in    the       United           States           Supreme

                                                                                                   the       US                     Court
                        forum           non    convenienS                 is    law that                           Supreme
 24    law        of


                                   in     on       and     the       Texas       Supreme           Court          has    relied       on         so
 25    has    weighed




                                                                                                                                                      0876
                                                                                                                                             24




     its     entirely             appropriate                and       indeed           mandatory              that    we     consider


     US    Supreme          Court       authority                  That           Court       has        imposed             very


     heavy       burden          but    as    the          Court       has        read       our    brief             wont         burden


     you    by    going          over       all       of    those       cases           again

                                      Let    me       address          the        first part of                 the     analysis

     Is    Mexico          an    available             forum            Our expert                 witness           will     say       that


     the    Courts          of    Tamaulipas                do   not     have           subject           matter


     jurisdiction                over       this       case        and       even        if       they        did      they       would


                      no                    because          there       is        no    cause           of    action        for
     provide                remedy

10   breach       of       fiduciary             duty       recognized              there                Not    only        does       that


11   Mexican          state       not       recognize             informal              fiduciary              duties         it       does


12   not    even       recognize             private             trusts             So       if          private        individual


13   is      settler             and    signs               trust       agreement                  which        is     common          in


14   the    United          States           thats           not       enforceable                  in    Mexico             Its

15   clear        there          is    no    remedy          and       thats            why       they        want     to    send       us


16   there        we       cant        win       in    Mexico

17                                    Now        lets        turn       to        the    convenience                 factors                The


                                                                        Mexico           are        the                     who
18   witnesses             that       they       say are          in                                           people


19   witnessed                              of    Wills           signing           of       Trust        Agreements               who
                           signing

20   advised          Eduardo          in    connection                with        those          transactions                    We    are


                                       those          transactions                      We    are        not     saying       those
21   not    challenging

                           invalid          in     this case                 so    the       witnesses            to    those          Wills
22   Wills       are


23   will     not      be       testifying             in    this        proceeding                      Their       testimony

                                                                                             other        hand         there        are
24   wont        be    relevant             to     anything                  On    the


25   numerous          witnesses             in       Texas         including                Dorothys               accountant




                                                                                                                                                  00877
                                                                                                                                      25




      Lawyers       who    advised           Shelby        in       proceedings              involving              Dorothys

                               transactions               involving             Dorothys                property            Some
      property       and


      of    them are       named        in    our        response

                                  And      with                      to    the        documents              relating       to       the
                                                     regard

                                           Mr                       Longoria           has        access       to    those       and
      Mexico     businesses                        Shelby


            lives    in    Texas             He    runs        those       businesses                  from    here         He
      he

                                                    The        best               to    see        the       flaw    in    their
      rarely goes          to     Mexico                                  way

                                                                                                 imagine            trustee          in
      analysis       is    to     think       of          simple          example

                administering                     trust        for          beneficiary                 who    is    in    Texas
      Texas

                                                                                       trust for                   resident          of
10    so    Chase    Bank         for      example             managing

                                                               of    the     trust           is         bank       account       in
11    Houston        but        the    conference

                                                               that        that       Trustee               with    malice
12    Switzerland               and    supposedly

                                                  off                  out       of    that        Swiss       bank       account
13    forethought               siphoned                  money


      and                         breaches           the        fiduciary             duty        to    the    Beneficiary
14           flagrantly

                                                  have    to     sue       the    Trustee              in    Switzerland
15    Does     the   Beneficiary

                                                                 the       assets           are    in       another        nation
16    Of    course        not         Just        because


                                                     is     not       at     cause          of    action       in          Texas
17    does     not       mean    that      this


                               Texas       law       And        thats         crystal             clear             Thats        all
18    Court     under

                                                           here            Mr     Carter           chided           us    for
19    that     we    are       talking       about


                                                    but         Im sorry                the       law       allows        that
20    amending           our    pleading

                                                                                                   to       make     it    crystal
21    The     law    allows           it     We     amended            our      pleading

                                                                    claims        under          Texas        law    and    claims
22    clear         we    are    asserting               only

                                 Texas             With        regard        to    the       community              property
23     that     arose      in


                                                                our       case        but    not        all    of    it         It    is
24     issue        that       affects        part of

                                                                and       Eduardo           Longoria           were       married
 25    beyond       dispute           that    Dorothy




                                                                                                                                           00878
                                                                                                                                    26




     in    Texas            They       subsequently                went    through            marriage          ritual          in


     Mexico       but       that       is         legal       nullity            The    marriage          --    they

     became       married             in    Texas       and    once       youre        married you             cant        get

     married again                unless          the     marriage         is    annulled          or    terminated             in


     some    way            They       had       community          property          estate       under       Texas       law

     We    have       carried          our       burden       to    prove       community          property          estate


     by    proving          they       were       married in             Texas         So    the    burden          shifts to


     Shelby       Longoria             to    show       that       that    community          property          estate          was

     terminated                  If    he    is     relying         on    something          that       happened          in


10   Mexico           so    be    it         He    is     entitled         to    try to       prove       that            But       it


11   is    his    burden          on       his    affirmative             defense            His    affirmative


12   defense          cant        yank       the    whole          case    into Mexico


13                                    My    final       point       is    the    most       important               There       are


14   four parties                to    this       case     that      they       are    trying       to    terminate

15   There       is    the       Executor           who       filed       counterclaims             against          Shelby

16   Longoria              and    then       he     as         counter-defendant                    filed       third


17   party       claims          against          his     sisters Sylvia                and    Adriana               Of    those


18   four parties                 how       many     live in         Mexico            Zero         How       many       live       in


19   Texas            All    of       them         They       cite       not    one    case    anywhere             in    the


20   country          where       all       of    the     parties         were    in    the    forum and             the       case


21   was    still          transferred             for forum             non    conveniens               It    is    unheard


22   of     unprecedented

23                                    If    the    Court       granted          this    motion           it    would       be


24   turning          one    case          into    three           because       Will       contest       would          stay


25   here        we    would          have         proceeding             in    Mexico        which       they       say       is




                                                                                                                                         00879
                                                                                                                                           27




     an     adequate          and        available               remedy          for     us      that       there       is         case

     down     there          that       we       can       pursue           arid      then      if    we    prevailed              there

     would       be     the       third          party          litigation             back      here           because       no


     Mexican          court        has       jurisdiction                   over       Sylvia         and       Adriana       who    live

     here     in      Houston                One       case          would       be    turned         into three                  That

     doesnt           sound        very          convenient                or    judicial            efficient               Its

     case     based          on    Texas          law           arising          in    Texas         between          Texas


     citizens                The       motion          should          be       denied

                                       Very       quickly             on    abatement                 They       say the          case

10   should        be    abated             because             they       might       win      their Will             contest       and


11   Tommy       might        be       removed             as    Executor                Well         at    this       point       they

12   have     offered             no    evidence                to    the       Court       that      any       of    that    is    true

13   There       is     no    evidence                of    misappropriation                     of    assets          by    Sylvia

14   and     she      categorically                    denies          that           and    there         is    no    evidence          of


15        subsequent              Will            They          havent           offered              subsequent             Will


16   The    2011        document             he       mentioned             is     you      facially            unenforceable

17   not         valid        Will          at    all            It    was       notarized            and       one    of    the


18   people        that       signed             it    was       an    interested               person                legatee       named


19   in    the     Will            Thats              why       we    didnt           offer      you       that       one         This


20   Will     that       we       offered             to    probate             and    that      was       admitted          to


21   probate          was     written             by            lawyer          who    met multiple                  times with


22   Dorothy          Longoria                   It    was       witnessed             by    two      other          lawyers

23   Three       officers              of    the       Court          will       testify         they       saw       her    sign    the


24   Will     and       questioned                her       about          it         The    alleged            undue


25   influencers              werent              even          in    the       room         Werent             even    in    the




                                                                                                                                                00880
                                                                                                                                      28




     building               Dorothy          Longoria              the    Testatrix            wrote          the    check       to


     pay    the       lawyer          to    prepare          the    Will         She     was       as    sharp       as    can


     be         She    wrote               lot    of    checks            Her    handwriting                 was    clear       and


     clean            She       used         computer               And         small     army          of    doctors          and


     caregivers             are       going       to    testify          she    was    perfectly              competent          in


     January          of    2010            So    with       all    due       respect         we    do       not    agree       that

     this will             contest          has       any    realistic          chance        of    success               It    was


     just         retaliatory                move       on    the    part       Mr Longoria

                                      With       regard       to    the       alleged     misappropriation

10   Shelby       Longoria             has       no    standing          to    complain        about          that       because


11   he    is    not            beneficiary             under       the       Will    that     was       admitted          to


12   probate               So    thats                red    herring                 respectfully                 request       that


13   both       motions          be    denied

14                                    THE    COURT            All    right           thank     you            And    so    we    are


15   going       to    take            break           as      said            Lets      say       we    start       up    at


16   1215             And       one    question                noticed          there     are       obviously             there


17   are    affidavits                attached          to    the    response          and     the       motion            Are


18   the    witnesses                different          from       the    people       who     have          done    the


19   affidavits

20                                    MR CARTER                Your        Honor       our witnesses                 are       the


21   same        which          is    Shelby          Longoria       and       Carlos     Gabaurdi                  We    also


22   have       the    affidavit             of       the    lawyer       proving        up    some additional


23   documents             but        obviously              you    wouldnt           visit        that

24                                    THE    COURT            And    you       have    objected              to    the


25   affidavits             in       some    respects




                                                                                                                                           00881
                                                                                                             29




                              MR FISHER             In    some    respects              have       withdrawn


     my    objection     to    their experts              affidavit       and      have       agreed    that

     certain     exhibits       can       be    admitted

                              THE    COURT         Okay      All    right        and    on    your

     response      are    you       --    you    have    attached       affidavits       or       an


     affidavit

                              MR FISHER             One    affidavit       of    our    expert         And


     he    is   here          would       like to       present    at    least         few    minutes     of


     his    testimony         Your       Honor

10                            THE    COURT         Sure           will    see    yall        at    1215

11


12


13


14


15


16


17


18


19


20


21



22


23


24

25




                                                                                                                  00882
                                                                                                            30




                                       CERT          FICATE
     COUNTY       OF         HARRIS
     STATE       OF           TEXAS


               Donald      Pylant Official Court Reporter in and for
     Probate  Court No       of Harris County      State of Texas      do hereby
     certify  that  the  above  and  foregoing    contains     true   and
     correct  transcription    of all   portions   of evidence    and  other
     proceedings   requested   in  writing   by  counsel   for the   parties to
     be included   in this volume    of the Reporters Record          in the

     above-styled   and  numbered   cause    all  of which   occured   in open
     court or in chambers and were reported by me
                           further certify that this Reporters Record
     truly  and  correctly   reflects the exhibits if any admitted
     tendered in an offer of proof or offered          into evidence     by the
     respective        parties

10   preparation
     pal   by
                        of    this
                                   further
                                       Reporters
                                                certify that
                                                     Record
                                                                    the
                                                                  is$i      gO
                                                                           total    cost
                                                                                          and
                                                                                                for
                                                                                                 will
                                                                                                      the
                                                                                                            be




              Given    under      my   hand    and   seal   of    office   this     the    _____        day
12   of                           2014




15
                                                      .nadS.R
                                                       Official  Court        Reporter
16                                                     in   and    the
                                                                  for         County of
                                                       Harris and the         State of
17                                                                TEXAS
18   Certification           No  668          Exp Date   12-31-2014
     Probate Court           No  One     201   Caroline Street 6th             fi

19   Houston   Texas          77002     713     368-6692


20


21



22


23


24

25




                                                                                                                 00883
                                 TRIAL       COURT    CAUSE      NUMBER       414270




     IN   THE   ESTATE         OF                                            IN   THE    PROBATE        COURT     OF




     DOROTHY     LOUISE          LONGORIA                                    HARRIS     COUNTY




     DECEASED                                                                COURT       NUMBER                  ONE




     MOTION     TO    DISMISS          COUNTERCLAIMS          AND    MOTION       TO     COMPEL     AND    FOR

10   SANCTIONS        AND    RESPONSE         AND    OBJECTION          TO    MOTION      TO   QUASH      HEARING

11



12            Came    to    be      heard     on    this   the    3rd    day      of    October         2013

13   Moti on    to    Di smi     ss    Counterclaims          and    Motion       to     Compel     and    for

14   Sanctions        and    Response         and    Objection          to    Motion      to   Quash

15   Hearing         in    the      above-entitled          and     numbered           cause      and   all


16   parties     appeared             in   person    and/or       being       represented          by   Counsel

17   of   Record          before       the   Honorable        Loyd      Wright         Judge      Presiding

18


19                                         VOLUME      OF

20


21



22                                     ORIGINAL
23


24


25




                                                                                                                       00884
                        APPEARANCES


     Attorney    for   Plaintiff Shelby   Longoria

                   Richard    Hess
                   State Bar No 24046070
                   1000 Louisiana Suite 5100
                   Houston TX 77002-5100
                   Telephone   713.651.9366


     Attorney    for   Defendant  Counter-Plaintiff James Thomas
     Dorsey     Independent   Executor of the Estate of Dorothy
     Louise   Longoria     Deceased

                   James Austin Fisher
                   State Bar No 07051650
                   2800 Li ncol  P1 aza

                   500 North Akard Street
10                 Dallas Texas 75201
                   Telephone    214.661 .9400
11



12


13


14


15


16


17


18


19


20


21



22


23


24


25




                                                                   00885
                             CHRONOLOGICAL           INDEX


                                                             Page

     Court    calls       case

     Plaintiff       to    call    witnesses

     Resolved     objections

     No    objections       to    exhibits


     Exception       to    admission        of    exhibits   10


     Shelby    Longoria          Direct     Examination      13


     P-i    offered       into evidence                      23


10   P-i    admitted       into evidence                     24

11   Shelby    Longoria          cross    examination        38


12   D-3    offered       into    evidence                   39


13   D-3   admitted        into evidence                     39


14   D-4   offered        into evidence                      46


15   D-4   admitted        into    evidence                  46


16   D-5   offered        into evidence                      47


17   D-5   admitted        into    evidence                  47


18   D-6   offered        into    evidence                   51


19   D-6   admitted        into evidence                     51


20   Mr    Hess   offers         Gabaurdi        Affidavit   52


21   Court    admits       Gabaurdi       affidavit          53


22   Carlos    Gabuardi          Direct     Examination      53


23   Carlos    Gabuardi          Cross Examination           68


24   D-2   offered        into evidence                      72


25   D-2   admitted        into    evidence                  72




                                                                    00886
                        CHRONOLOGICAL       INDEX


     Continued                                                      Page

         Carlos     Gabuardi      Redirect     Examination          75


         Carlos     Gabaurdi      Questions       by   Court        76


         Movant     rests                                           79


         Fernando       Calles    Direct     Examination            79


         Fernando       Calles    Cross    Examination              84


         han      Rosenberg      Direct    Examination              86


         Mr     Fisher    requests       judicial      notice      108


10       Mr     Hess    requests       judicial     notice         109


11       The    Court    takes    judicial    notice               110


12       Mr     Fisher will       not    voluntarily      submit

13       Sylvia     Longoria      to    jurisdiction

14       of    Mexican    court                                    110


15       Mr     Fisher    rests                                    110


16


17


18


19


20


21



22


23


24


25




                                                                           00887
                 WITNESS     INDEX


                                                        Page

                           Shelby      Longoria

     Direct     Examination       by    Mr    Hess      13


     Cross    Examination        by    Mr    Fisher     38




                           CARLOS      GABAURDI

     Direct     Examination       by    Mr    Hess      53


     Cross Examination           by    Mr    Fisher     68


10   Redirect     Examination          by   Mr   Hess   75


11   Examination     by    the    Court                 76


12


13                         FERNANDO         CALLES

14   Direct     Examination       by    Mr    Fisher    79


15   Cross    Examination        by    Mr    Hess       84


16


17


18


19


20


21


22


23


24


25




                                                               00888
                             EXHIBIT      INDEX


                                                                              Page

                            Exhibit


     Will    of   Dorothy     Longoria      dated     1-9-60

                            Exhibit


     Will    of   Dorothy     Longoria      dated    4-6-88

                           Exhibit


     Will    of   Dorothy     Longoria      dated    4-27-89

                           Exhibit

10   Wish    Letter    of    Eduardo      Longoria        Sr
11                         Exhibit

12   Trust    dated    10-15-02

13                         Exhibit

14   Will    of   Eduardo     Longoria      Theriot       dated    10-15-02

15                         Exhibit

16   Private      Agreement     of     Sylvia     dated    12-17-02

17                         Exhibit

18   Private      Agreement     of     Adriana     dated    12-17-02

19                         Exhibit

20   Page             of    Release     Agreement     dated       12-29-06

21                  Offered     by     Agreement

22                  Agreed     by    Mr    Fisher                            10


23


24


25




                                                                                     00889
                                EXHIBIT    INDEX


     continued                                                                Page

                         Plaintiffs        Exhibit      No

     Letter   from    Eduardo         Shelby    to   Dorothy

                         Offered                                              23


                         Admitted                                             24




                 Affidavit       of   Dr   Carlos     Gabaurdi

                         Offered                                              92


10                       Addmitted                                            92


11



12                       Defendants        Exhibit      No

13   Affidavit   of   han Rosenberg

14                       Offered                                              91


15                       Admitted                                             91


16


17                       Defendants        Exhibit      No

18   Travel   Warning

19                       Offered                                              72


20                       Admitted                                             72


21



22                       Defendants        Exhibit      No

23   Shelby   Longorias     Response       to   Request      for Disclosure

24                       Offered                                              39


25                       Admitted                                             39




                                                                                     00890
                                EXHIBIT   INDEX


     continued                                              Page




                            Defendants    Exhibit   No

     Certificate     of   Marriage

                            Offered                         46


                          Admitted                          46




                            Defendants    Exhibit   No

10   Letter   to   Dorothy    Longoria    dated   10-9-07

11                        Offered                           47


12                        Admitted                          47


13


14                        Defendants      Exhibit   No

15   Letter   of   Intent    dated    3-29-07

16                        Offered                           51


17                        Admitted                          51


18


19


20


21



22


23


24


25




                                                                   00891
                                   THE    COURT               This        is    your       motion         right

                                   MR FISHER                      Yes      sir

                                   THE    COURT               And       the     only       way    there       is         little

     confusion          is        early       on    you       were       thinking           that       you    werent            going

     to    put    on    witnesses             but       now       we    know        that    witnesses          are       going       to


     testify           and    since       it       is    your          motion         Im        going    to    let       you       take

     the    lead       in    terms       of    calling             witnesses           unless                 want       to     defer
                                                                                                       you

     to    them       first and          just       have          an    agreement           that       they    will                 on
                                                                                                                             put

     their witnesses                and       then       you       put    on        your    witnesses

10                                 MR FISHER                      We    will        call    witnesses              Your       Honor

11                                 THE    COURT               Okay

12                                 MR FISHER                      We    will        call    Shelby        Longoria

13                                 MR HESS                   Before       Mr         Longoria          takes       the       stand

14   Im     pleased          to    report          that       we       have     met    with       counsel          for       the

15   Executor          and    resolved             some       objections              as    to    the    particular

16   documents          attached          to       Mr Longorias affidavit                                so    in       the

17   interest          of    streamlining                Mr Longorias testimony                                    We    will


18   still       hear       from    him        but            would       like        to    go    ahead       and       read       for


19   the    record          the    exhibits             to    his       affidavit           which       has    already             been

20   filed       to   which        there       was       no       longer        an    objection

21                                 THE    COURT               Okay

22                                 MR HESS                   We    have        --    these       are    the    attachments

23   to    the    Shelby          Longoria          affidavit             filed        with       the    Court          on    August

24   9th    of    this       year         My       understanding                     from       speaking       with          counsel

25   for    the       Executor           there          is    no       objection           to    Exhibits                           and




                                                                                                                                          00892
                                                                                                                                              10




           all     of      which       are       previous             Wills          executed          by      Dorothy          Longoria

     and     Eduardo            Longoria               There          is       no    objection            to     Exhibit                 to


     Mr Longorias affidavit                                     which          is    the       2002    Trust              There          is   no


     objection             to    the    private             agreements                   entered       by      Adriana          Longoria

     and     Sylvia         Dorsey               Thats           Exhibit                  and             There          is    no


     objection             to    the    letter             as    Exhibit                   and       there       is      no    objection

     to       portion            of    an     Exhibit                     as    in       Mary        which       is           settlement

     agreement                  There       is    an       objection                to    the    portion            that       lists          at


     the     end      of    the       agreement                 particular                dollar       figures                but


10   dont        think          thats        going          to       be    an       issue            Im     not       going         to


11   speak       to     that      portion              and       just          to    confirm          with       counsel             thats

12   their       understanding                   as    well

13                                    MR FISHER                      Your       Honor           that      is     correct             with

14   the     clarification                  that       this          stipulation                is    solely          for the

15   purpose          of    this       hearing                  We    reserve             all    rights          to      object          to


16   admission             of    those       items          in       any       future          proceeding                 But       for the

17   limited          purpose          of    this          hearing             and       the    Motion         to     Dismiss            to


18   form and          convenience                    we    stipulate                to    the       admission            of    Exhibits

19                                                         and       the       first two             pages       of      Exhibit

20   Thank       you

21                                    THE    COURT               And       that          was the            as      in    Dog
22                                    MR FISHER                      Yes        sir            Sorry        Im        losing         my

23   voice

24                                    THE    COURT               No thats                  all       right                just wanted

25   to    make       sure            heard       it       correctly




                                                                                                                                                   00893
                                                                                                                                           11




                                      MR HESS             There          may be       no    objection                to    one

     additional             exhibit          attached          to    Mr Longorias                     affidavit                based

     on    the    argument             from    Mr        Fisher          early       today           and    that          is


     Exhibit                as    in    Boy         That       is    the       1983       Separate          Property

     Agreement          thats           been       entered          as         judgment          in         court          in


     Mexico                 understand             from       the    argument             earlier today                   that       the

     Executor          is    not       challenging             the       validity          of    the       Separate

     Property          Agreement              Exhibit                and       so         assume          based       on       that

     there       is    no    objection             to    its    admissibility                   as    an    exhibit             just

10   for    the       purposes          of    this       hearing

11                                    MR FISHER                That       was       incorrect               We       do    object

12   to    admission             of    Exhibit                Your       Honor

13                                    THE    COURT            Okay

14                                    fIR    FISHER            Its        not       because          we    have            claim

15   that    that       judgment             should       be    set       aside           but         dont           think       that

16   this    is       properly          proven          up           dont           believe          the    translation                   is


17   properly          verified              and         don1t       believe          the       testimony             about          it


18   is    accurate               It    is    described             as    an    agreement             and       it    is       not    an


19   agreement          at       all         Its        not    signed          by    Dorothy          Longoria

20                                    THE    COURT            Okay

21                                    MR HESS             Your       Honor           if         may        simply          to


22   streamline             the       process           this    is         translation                that       is       certified

23   by    the    translator                  There       is         signed          statement             at    the       end       of


24   the    translation                by    the    translator             who       is    certified             by       the


25   Supreme      Court           for the          courts       in       Mexico       to    provide             these




                                                                                                                                                00894
                                                                                                                               12




     translations                   And    if    there    an     objection            to         translation

     Texas     Rule       of    Evidence          1009     provides              procedure                of    resolving

     that          It    requires          the    objector           to    provide              specific          --    you

     have     to    point       out       the    specific        inaccuracy            or       offer          competing

     translation                That       hasnt       happened            here and         we       are       simply

     asking        the    Court       to    permit       the     admi ssi bill ty               of    thi        particular

     document           just    for       the    purpose        of    this hearing

                                    MR FISHER             Your        Honor          that       is    true       only    if


     the     translation             has    been    properly              certified         and           unfortunately

10   this     one       was    not

11                                  THE    COURT         Well         yall       have       an       agreement          as    to


12   certain        of    the       objections            Im         assuming         this       is             these    are

13   your     amended          objections           correct

14                                  MR FISHER             Yes         Your      Honor

15                                  THE    COURT         And     they       contain         all       the       oblections

16   that    you        had    to    the    attachments               correct

17                                  MR FISHER             Actually              this       is    an       addition       and


18   would     say it          is    subsumed       in    the        hearsay         objection

19                                  THE    COURT         Okay             But   my    point          is        that    yall

20   have          certain          agreement       as    to          part of         the       documents

21   attached

22                                  MR FISHER             Yes

23                                  THE    COURT         And     Im        still      going          to    be    in


24   position       when             review      all     of    this       to          through
                                                                                go                        your

25   objections           that       are   still       there         to   see    if    they          are       valid




                                                                                                                                    00895
                                                                                                                           13




                                 MR      FISHER            Yes     Your       Honor

                                 THE     COURT         Thats           the    process             will       go


     through          And       taking       that     into account                   will     also       determine

     the   outcome         of    the     motion       itself and             taking    into        account         your

     response

                                 MR HESS              Thank        you

                                 THE     COURT         So     Im       glad    yall         agree       to    some of

     it       But    it    is    still       my     task    to    consider       the    objections                and


     their validity              as       go      through        the    whole    process           of    this

10                               MR      FISHER            Thank       you

11                               MR      HESS         Thank        you        Well     if     there          is   nothing

12   further         we will          call     to    the    stand       Mr     Shelby        Longoria

13                               THE     COURT         Okay

14                                    SHELBY       LONGORIA

15   called     as         witness           after     first having             been    duly        sworn

16   testified        as    follows

17                               DIRECT        EXAMINATION

18   Questions        By    Mr Hess

19                    Mr Longoria                   could    you       please    give        us    your       full      name

20   for the        benefit       of    the       record     and       the    court    reporter

21                    Shelby          Longoria

22                    How       old    are     you     Mr Longoria

23                    Sixty-one

24                   Where        were       you     born

25                    In    Laredo           Texas




                                                                                                                                00896
                                                                                                                          14




                     What        is    your        nationality

                           have       dual        citizenship          in    Mexico    and    the       US

                     Why     are       you             dual    citizen

                          was     born of              Mexican       parents    and    grew             in     Mexico
                                                                                                  up

     but      was    born        in    the        US    so    that    allowed    me    to    have       dual


     citizenship

                     Are you           married

                     Yes         sir

                     How     long          have        you    been    married

10                   Thirty-four                  years

11                   Is    your        spouse           in    the    courtroom       today

12                   Yes         she       is

13                   Who     is       your        spouse

14                   Tita        Longoria

15                   Do    you        have       any     children

16                   Yes              do

17                   Who     are       they

18                   Adrian           is           oldest       daughter        33                old
                                            my                                        years                  Sarah        my

19   middle   daughter                she    is        26       mean     30    years    old       and        my    son

20   Shelby     is    27

21                   Where        do       you     and       Tita    live

22                   We    live        in    McAllen            Texas

23                   Why    do        you    and        Tita    live    in    McAllen

24                   Tita        is    originally              from    Brownsville           Im        from       Nuevo

25   Laredo    and        when        we    got        married         didnt         want    to   live        in    Nuevo




                                                                                                                               00897
                                                                                                                                     15




     Laredo       and    we        lust    decided              halfway        it    was            good    place    to    live

     and    it    was    also        geographically                     in      good          place    as    far    as    the

     business        was       concerned              but       our     original          idea       was    to    live    in


     Reynosa         Mexico              but    we        couldnt            find         place       to    live    in


     Reynosa

                        Where        did       you        grow     up
                        In     Nuevo       Laredo

                        Did        you    go    to        school        in    Nuevo       Laredo

                        Yes              did

10                      Did        you    continue              your     education             in    the    United       States

11                      Yes              went        to    high       school        in    Austin           Texas

12                           know        you    have        siblings                Can       you    tell    us    who    they

13   are    and   how        old     they       are

14                      My    oldest           sibling           is     Deanna                 believe       she    is


15   seventy            My    next        in    line        is     my    brother          Wayo              believe       he    is


16   67    or   68       Then        Sylvia                     believe        she       is    66      Somewhere          around

17   there

18                      And    did        you    attend            college

19                      Yes              did

20                      And    where           did        you    go
21                      Trinity           University               in   San     Antonio

22                      And    did        you    get             degree

23                      Yes              did

24                      What       was     your           degree

25                           business           degree




                                                                                                                                          00898
                                                                                                                                        16




                        What     did        you    do    upon       your       graduation              from Trinity

     University

                              went     to    back       to    Nuevo          Laredo       to     help    out       with       my

     dad     in   the     business

                         Lets         talk         little          bit       about       the     business          that       you

     worked       in    with     your        father               Can    you    tell        the       Court            little

     bit    about       the     family          business           and       what    it    was        like    back       in


     1975         What       kind      of    businesses             were       you       involved        in

                        My     father        was    involved             with       his     four other             brothers

10   so    there       were     five        brothers              and    they       would        split             their
                                                                                                             up

11   tasks         They        were       involved           in    different             businesses               so    my    dad


12   was    involved           with       Chevrolet           dealerships                and          think                         of
                                                                                                                       couple

13   ranches

14                      Did     the       business           back       in    1975       have     other                      of
                                                                                                              types

15   businesses          it     was       involved           in

16                      Yes      the        brothers          were       involved           in    --    their          main

17   business          was     the    cotton        business             and    the       banking        business

18                      How     did       the     business          change          over       time

19                      Well         in     1976    was            very       bad    year        for    Mexico               There

20   was         big    devaluation                 There          hadnt        been             devaluation             in


21   Mexico       for    approximately                  20   years             So    when        we    get    the       exchange

22   rate    goes       from     twelve-fifty                to     double           so    its           one      hundred

23   percent       devaluation                  that     creates             economic          chaos     in       Mexico           so

24   it    was         very     difficult           time            And       that       happened        subsequently

25   every       new    president               every        six years              so    for     25                   Mexico
                                                                                                        years




                                                                                                                                             00899
                                                                                                                                           17




     had         difficult            economic            time           so    the       businesses             suffered

                          You were           working           in    Mexico          for       or    with       your       father

     did    your         brother        work       with        you       as    well

                          Yes         When         my    brother          got       out    of       school           he    went       to


     work     for        the    family        in        the    cotton          business             in    Baja        California

     and         dont          remember how               long       he       was    there               Two    or    three           four


     years            And      then     after           that        he    came       back       to       Nuevo       Laredo          to


     help     my      dad

                          What       were     your        sisters             doing       at    this       time

10                             believe        they        were       both          married and             they       either

11   lived       in      --         think     Sylvia           lived          in    Houston          when       she       got

12   married and               my    sister Adriana                  lived          in    Laredo          for         while          and


13   then     later moved               to    Houston

14                        Did       your     si   sters        have            rol              he       ping    with       the

15   family        business

16                        No        they     did        not

17                       And        what     is    your        sense          as    why    your          sisters were                not


18   involved           in     running        the        business

19                             dont        think         they       had       any    interest             in    being       involved

20   in    the     business           and          don1t        think          they       had              interest             in
                                                                                                    any

21   living        on    the        border

22                       Where        did     they       work

23                       Well              dont          believe          my       sister Adriana                has       ever

24   worked        and          think        Sylvia           when        she       moved       to       Houston           she


25   opened        up    the        store




                                                                                                                                                00900
                                                                                                                                   18




                         Was     there             point         in    time where          you       took       on    most    of


     the    responsibility                  of     running            the    Mexico       businesses

                         Yes           did          When         my    brother          decided       to    move       to


     Austin         And           believe           that         was    around          1978    or    1979

                         When     you       took       over       most       of    the    responsibilities                    what

     was    your    father           doing

                         Re    was     mostly          retired

                     What         did       he    do    in       his    retirement

                         My    dad     loved        the      ranch          and    he    loved       to    play       golf

10                   Where           was     your       fathers              ranch       located

11                       It    was     in    --    there          is         town       called       Columbia          which       is


12   in    Mexico         maybe       about        30       miles       northwest          of    Nuevo          Laredo        on


13   the    Mexico        side

14                   Now        lets             just       to    close       and       complete          the    picture

15   tell    me    about        the       Mexico        businesses                today         What       businesses          are


16   you    in    involved           in     today       compared             to    1975

17                   Well                 guess        if    you       could       take         picture          of    1975

18   with         picture        today            there          is    absolutely          no                                The
                                                                                                 similarity

19   businesses           have       been        able       to    grow       and    prosper               Mexico       as


20   country       has        done    better                So    the       businesses          that       were       involved

21   in    then     they        have       grown        to       other      areas          For       instance           the

22   restaurant          business            and       the       finance          business

23                   And        where        are       al        of    these       Mexican       businesses             located

24   today

25                   In        various           states          in    Mexico




                                                                                                                                        00901
                                                                                                                               19




                       And     who       owns       the    Mexican          businesses

                       The     Mexican          Trust

                       What       Mexican           Trust

                       Its        called        the       Afirme       Trust

                       When       was     that       Trust       executed

                       In     2002

                       Were       these        Mexican          businesses           always       successful          over

     the    last 40         years

                       No

10                     But    today        how       are    the    businesses              doing

11                     Business           is    better

12                     How    often        are       you    in    Mexico        today       for    your      work

13                     Im     in     Mexico          quite         bit               travel       throughout          the

14   area where         the       business           is    located          and      its     just       --   depends        on


15   what    trips      and       what     activities                  have     going       on    and    when    Im       in


16   McAllen           frequently              go   to     my    office        in    Reynosa

17                     And    when       you        say    quite            bit      is    that         couple       of


18   times        year       or         couple        of    times           month

19                     No     much       more than              that          Like   when        Im     in   McAllen

20   go    two    three           four     times            week       to   Reynosa         and    to    other       areas

21                     It    was     suggested             earlier today              that                                to
                                                                                                 you    rarely       go

22   Mexico      and    that       you     operate          your       business           from    Texas         Is   that

23   true

24                     Thats         not       true

25                     What       parts        of   Mexico        do    you     travel       to




                                                                                                                                    00902
                                                                                                                                         20




                         On     the      border              travel          to     Reynosa                    travel        to


     Matomoros            to      Reo      Bravo                 travel        to    Miguel             Aleman        Nuevo

     Laredo         Piedras           Negras            Thats           mostly           on    the       border          And       when

          travel        into the           interior                   travel        to    Mexico          City        Monterrey

     Tampico            various          cities        in    Vera       Cruz         Porto          de    la    Cruz

     travel        to    Costa        Rica       de    la    Cruz                 travel           to    Casa    Qualcos

     travel        to    Carretica              Puebla           to    Dia     maso       Tabasco              Campeche            duce

     la    Guitierrez             and      in    Chiapas                    travel        to       many areas

                         1-lave
                                   you       now      named       all       the     cities          in    Mexico

10                       No       not      quite

11                       When      you      travel          to    Mexico            how       do           get    there
                                                                                                    you

12                       On     the     border               drive             And       once       in    the    interior

13   usually        fly

14                       Do     you     travel         with       security           guards             when                  to
                                                                                                                you     go

15   cities        in    Mexico

16                       No           dont

17                       Isnt         it    dangerous             for       you     to    be       driving       around

18   Mexican        border         towns

19                       Well         Ive        been       doing       it     all       my    life and               guess        just

20   like    any        situation               you    use       common        sense          and        just    like        in    any

21   city     at        particular              times       maybe       in     the       US    could       be    dangerous

22   so      just        use      common         sense       and       be    careful

23                       And      have     you        ever       hired       private           security          for your

24   travels       in     Mexico

25                       No           have       not




                                                                                                                                              00903
                                                                                                                                        21




                         And      want         to    turn your             focus        to    the       subject          that


     brings        you    here today                the       lawsuit             At    some       point       somebody

     filed          lawsuit            Did     you        initiate                lawsuit          here in          Houston

     Probate        Court

                         No       did     not

                         Who     did

                         Tommy    Dorsey            on    behalf          of     my    moms        estate

                         When    did     you        first learn                that     you    were          going       to    get

     sued

10                            received              call       from       my     brother       Wayo          maybe            few

11   before    this           happened       and         he    informed           me    that       he    had      spoken           to


12   my    nephew         Raymond        Hart            that    they          had     made    the       decision             to


13   file    the     lawsuit           and     he        was    very       sorry that              that      was     going          to


14   happen

15                       And    when     did        you       actually          get     the    lawsuit

16                            dont     remember               specifically              but    it       must      have        been


17   few    days     after       his     phone           call         got       served        at    my       house

18                       And    your     house           today       is    where

19                       In    McAllen         Texas

20                       What    was     your        reaction             when        your    brother             Wayo        let


21   you    know     that       you    were     going           to    be       sued

22                       Well          was     devastated                        was     very       hurt       by    what          they

23   were          mean           didnt         know           exactly         how      it    was       going       to    happen

24   and    exactly        who    was     going           to    file       the        lawsuit           so   it     was       just

25   very     very        --      was     very       disappointed




                                                                                                                                             00904
                                                                                                                               22




                        What    did        it    mean       to    you    that               were     being       sued
                                                                                     you                                 by


     your    mothers           estate

                                MR FISHER                       Objection            irrelevant           to    the    issue

     before       the    Court            which       is         Motion       to     Dismiss        for    forum       non


     conveniens

                                THE        COURT            Sustained

                        By Mr Hess                    Were       you    ever        estranged        from       your

     mother

                        Never

10                      Did    you        know    that          the    original           lawsuit     filed          against

11   you    got    dismissed              by    the    person          who    filed        it

12                      Yes

13                      Did    you        know    that          the    Executor           then   filed         new

14   Counterclaims             in    response              to    your    Will        Contest

15                      Yes

16                              MR HESS                    Your       Honor         may      approach

17                              THE        COURT            You       may

18                              MR HESS                    Im     handing           the    Original

19   Counterclaims             of    Shelby           Longorias              Will     Contest       to    opposing

20   counsel            May         approach           the      witness

21                              THE       COURT             You       may

22                      By Mr Hess                     Now        do    you    have        before     you      the

23   Original      Counterclaims                  to    Shelby          Longorias            Will     Contest

24                  Yes

25                  Would           you        look    at       paragraph          16      please




                                                                                                                                    00905
                                                                                                                 23




                    Okay

                   You       see    paragraph        16    referencing                letter    dated


     August        1983

                   Yes             do

                              MR      HESS           have           document       marked      Dorsey      3595

     Im   showing       to    opposing       counsel                would        like to      mark    this      for


     identification

     At   which    time       the    court       reporter        marked        said     instrument for

     identification           purposes       only         as   Plaintiffs             Exhibit

10                  By Mr Hess               Mr Longoria                  Im     handing      you

11   Plaintiffs         Exhibit              Do    you     recognize           Exhibit       Plaintiffs

12                 Yes

13                 What       is    Exhibit        Plaintiffs

14                 It    is         letter       written       to    my    mom    and      written    by   my

15   brother      Wayo        dated       August    5th        1983

16                 Do    you       recognize       the     handwriting           on     Plaintiffs

17                Yes              do

18                Whose        is    it

19                 My    brother           Wayo

20                 How       are    you    familiar with            your       brothers        handwriting

21                      have       seen    his    handwriting             over   the       years

22                            MR     HESS         Move     the      admission         of    exhibit

23   Plaintiffs

24                            THE    COURT         Any    objection

25                            MR FISHER             No    objection




                                                                                                                      00906
                                                                                                                                   24




                                   THE       COURT         Plaintiffs            Exhibit               is    admitted

                        By Mr Hess                      Mr Longoria              is    Plaintiffs                 Exhibit

     the    August               1983        letter      that                    to    be       referred          to    in    the
                                                                    appears

     counter-claims                of    the      Amended          Will   Contest          in    paragraph             16

                       Yes         it    is

                                   MR        HESS        Your       Honor       may         approach

                                   THE       COURT         Yes

                        By Mr Hess                      This       appears      to    be         letter       addressed

     to    Dorothy      Longoria               correct

10                     Yes         it    does

11                     Did       you     sign       this      letter      along       with       your       brother

12   Wayo

13                     Yes

14                     Where          did     your      mother       live in         1983       at    the    time       that

15   this    letter         was       written

16                     Nuevo          Laredo           Mexico

17                     While          this     letter         is    addressed         to                box       in


18   Laredo       Texas           right

19                     Yes        thats                common       practice         for people             who    live       on


20   the    border      in            Mexican          town        they   usually          have                   box    on

21   the    US   side       if    they       are       getting       correspondence                  from    the       United

22   States        Its           going       to    get     there          lot   quicker              than    finding          its


23   way    through         the       mail     system in            Mexico

24                     If    you        look      at   the     second                 of    Plaintiffs                       it
                                                                           page

25   appears      to    be       on         letterhead             for someone




                                                                                                                                        00907
                                                                                                                         25




                     Yes

                     And    who    is    that

                     Thats        my    dads

                     And    the    address          underneath             his     name

                     Yes

                     And    whats        his       address

                            Box    1316       Laredo        Texas           and    his            Box    in    Mexico


          pdo   Postal      100              Laredo        Tamps            Mexico

                     And    you    can       see    that    the       address       underneath           his       name

10   in    Laredo     Texas       is    the       same as       the    address       on     the    envelope

11                   That    is    correct

12                   This    letter          is    not    too    long            Lets      take         look       at    it


13   each    sentence

14                   Okay

15                   In    fact        why    dont        you    read       it

16                   To     Dorothy          Kowalski       de    Longoria          Dear     Mom        Shelby          and


17        are writing       you    this       letter       with            great    deal     of    love       and


18   respect

19                   So    this    document          is    written          by    whom

20                   Its     written          by    my    brother

21                   All    right        keep       going

22                   We     want       you    to    know    that       the       assets     that    Dad       has


23   willed     to   us     as    long       as    you    live        we    will    hold     them       as    if    they

24   were    yours

25                   Have    you       seen         portion       of       that    sentence        quoted          in




                                                                                                                              00908
                                                                                                                             26




     the    Executors             Amended          Counter-Claims

                      Yes

                      Was        it    accurate           in    the    Amended         Counter-Claims

                      Well            no    it    says         the     assets       that     Daddy               never

     called      my   father           Daddy

                      Read        the       next        sentence        please

                      We         will       make        the    fruits      available         to    you    for     your

     direction        as     to       their       use
                      Did        you       honor        your    mothers         wishes       whenever           she

10   wanted      money

11                    Yes

12                    The        sentence          right        before       that      one      the     one    thats

13   quoted      incorrectly               in     the     counter-claim              were               and
                                                                                                you            Wayo

14   telling      your       mother          in    this        letter      that            are                  her    the
                                                                                    you            giving

15   assets      that      Dad     willed          to     you
16                    Absolutely                not

17                    What        are      you     telling           her

18                    Well         we      can     read        it    again      together                think     its

19   very   clear            We        want       you    to     know    that      the     assets        that    Dad    has


20   willed      to   us     as        long       as    you     live       we   will      hold     them as       if    they

21   were   yours                  dont           know        what    other     clarification                  may be

22   able   to    provide

23                    Will        you      read        the     next    sentence          after     the    next        one
24                    We     will          make        the     fruits      able     to    you     for    your

25   direction        as    to     their          use




                                                                                                                                  00909
                                                                                                                           27




                          And    the     next      one

                          This         letter      has    value    to    only       you
                          Was    this       letter       intended       to    give      some rights             to   your

     sisters

                         Absolutely              not

                         And     the     next      sentence        please           Mr Longoria

                          Because           of    our    commitment          to    your      well-being          and


     happiness             more importantly                than    the       worldly         goods    is    our

     promise        to     always        care      for your       you    and       to   provide       for       your

10   spiritual           needs

11                       And     the     final      sentence

12                        We     hereby          pledge    to    you    our       unending         devotion            Your

13   sons

14                       Did     you    mean      that     when    you       signed       the      letter       stating

15   that      to   your        mother

16                       Well           dont        remember       this       letter         and      hadnt          seen

17   it   up    until         recently           but     yes       love       my    mom

18                       Flow    long       ago   was     this    letter          written

19                       Over     30    years       ago

20                       Do     you    remember          seeing    exhibit          Plaintiffs                  at   any

21   time      in   the       last     30    years      before     last       week

22                       No

23                    What        can       you   tell     the    Court       about       why      this    letter      was

24   sent      to   your        mother

25                    Well            reading      it     now     obviously             we    loved       our    mother




                                                                                                                                00910
                                                                                                                         28




     very     much      and       we     obviously         wanted       to     provide       comfort       to    her

                        To    your        knowledge             did    your     parents       have    attorneys

     and     advisers         to        assist      them with          their estate           planning

                        Yes

                        Is    this August                5th     1983     letter           document        by    which

     it    intended          to    establish             some    kind     of      trust to          your    mother       30


     years     ago

                        Absolutely             not

                        Have       you       ever    heard       anyone        before      last week        ever

10   claim     that      this          30-year-old          letter       created             private       trust

11   expressed          trust           or    any    kind       of    trust

12                      Never          heard       that

13                      Were       you        in    fact        committed        to            mothers
                                                                                      your

14   well-being          and       happiness

15                      Yes             was

16                      And       did    you       promise               mother       to                  care    for
                                                                 your                        always

17   her     and   to    provide             for    her    spiritual           needs

18                      Yes             did

19                      Did       you    did       you    keep       those     promises       her    entire

20   lifetime

21                      Yes        sir             did

22                           want       to    step       back    now    and    ask    you       few       questions

23   about     your      parents              estate       planning            What     is   your

24   understanding                as    to   your        parents        basic     wishes       as    it    relates       to


25   yours     and      your       siblings          inheritance




                                                                                                                              00911
                                                                                                                              29




                        Its      really very              simple           their       idea    was       for    the    boys

     to    have    the        business       and     the       girls to       have        cash           The    boys    to


     take    all    the        risk     take        all       the    business          risks        and    he    did    not

     and    my    mom        they     didnt        want        the    girls to          take       the    business

     risk and       he       wanted     them        to    have       cash

                        What     is    your        understanding             of    why       your    parents          wanted

     to    divide       the     assets       that        way

                        Well           dont         think       my    sisters          had    shown       any    interest

     to    participate           in    Mexico        in       Mexican       businesses             and    it    was    my

10   parents       wish       that     we    would        be    the    ones       to    carry       that       torch    and


11   to    work    on    the     Mexican       businesses

12                      Did     your    parents           inform              and                  siblings       about
                                                                       you              your

13   how    they    intended           to    divide           their    assets

14                      It    was     talked       about        many       times

15                      Did     your    sisters           know       just    as    well       as    you    knew       what

16   your    parents          plans     for them           was

17                      Absolutely

18                      And     how    do    you     know       that

19                      We    talked        about        it    and    it    was         common       discussion

20                      Did    your     parents           document          these      wishes        in    various

21   written       instruments              over    the        years

22                      Yes     they        did

23                      And    why     would       your        sisters       be    receiving             their

24   inheritances             while     your       parents           were    still       alive

25                              MR FISHER                     Objection           calls       for    speculation




                                                                                                                                   00912
                                                                                                                           30




                                   THE     COURT           Overruled

                            By Mr Hess                Why    would        your    parents          pardon          me     why

     would       your       sisters        receive         their inheritances                while          your

     parents       were        still       alive

                        Very       simple        they       were        always    asking         for    money       and


     they    were       always        needing         money

                        You     mentioned                 Trust    earlier in                                        that
                                                                                          your    testimony

     owned       the    Mexican          businesses              when    was     this      trust created

                        In     2002

10                      And    who       were    the       Beneficiaries             of    the    Trust

11                      My     father      was       the    first Beneficiary                and       my    brother

12   and         were       second       Beneficiaries

13                      Did     your      sisters          know    that     your      father       had       created

14   the    Trust

15                      Absolutely

16                      How    do    you       know       that

17                      They       signed       the       private       agreement          which       spelled       out


18   the    arrangement             with       the    Trust       and    the     arrangement            with       them    as


19   far    as    their       inheritance             derived       from       the    wish       letter            And    if


20     may       add        that    agreement             also    specified          that    for       jurisdiction

21   purposes           it    would       be    in    Reynosa           Mexico        which       they       agreed       to

22                      Are you          aware       of      separate          property          agreement

23   executed          by    your    parents

24                      Yes          am

25                      What       can   you     tefl       the    Court       about       that    agreement




                                                                                                                                00913
                                                                                                                               31




                       Its         --    the       agreement             was    done      in     1983    by    my    parents

     long-term         attorney               Mario          Gonzalez          in    Nuevo       Laredo        Mexico

     Its         very       comprehensive                    agreement               It   was     --    there       were

     appraisers         involved              to    make          sure    that       there       was    an    equitable

     distribution             and        it    was       ratified          by       the   Mexican        court       or    there

     was        Judgment          ratified              by    the    Mexican          court

                       What       did        this       agreement          specify          as    to            mothers
                                                                                                        your

     potential         community              property

                                  MR FISHER                       Objection           violates          the    best

10   evidence      rule            The        agreement             has    to       speak      for     itself

11                                THE        COURT            Overruled

12                     Can    you        ask       me    again

13                     By Mr Hess                        Sure            What       did   this       separate        property

14   agreement      from          1983        specify             about    your       mothers           community

15   property      interest               if       any
16                     It    was        going       to       be    separated          and      from     thereon       they

17   were   subject          to    the        separate             property          regime

18                 To        the        best       of    your       knowledge             Mr Longoria                did    your

19   mother     have        any    community                 property          after      1983

20                 To        the       best        of    my       knowledge           no

21                  How       do       you     know          that    your       parents          executed       an


22   agreement     partitioning                     their          community          property          and    subjecting

23   their marriage               to         separate              property          regime

24                 Because                    have       seen       the    agreement             and         have    spoken

25   to   the   attorney           that        drew          it




                                                                                                                                    00914
                                                                                                                  32




                   Have       you       seen     that    separate          property          agreement      in   the

     last   few   months

                        saw        it   about     two    months       ago           maybe

                   Is         true       and     correct       copy       of    it    attached       to   your

     affidavit

                   Yes

                   Have       you       seen     references          to    the       separate       property

     agreement     in    other          agreements           executed          by            mother
                                                                                     your

                   Yes              have

10                      want       to    talk          little       bit    about       your    parents

11   connections        to    Mexico             Where       did    your       parents       live   for most     of


12   their marriage


13                 In    Mexico

14                What        part

15                 In    Nuevo          Laredo

16                 But       at    some       point     didnt        they       move    to    the   United

17   States

18                Yes

19                When        was       that

20                 It    was       1987         maybe    88
21                And        to    where        did    they    move

22                They        moved        to    Laredo        Texas

23                Where           in    Laredo

24                At     the       Laredo        Country       Club

25                Why        did       they     move    to    the    Laredo         Country     Club




                                                                                                                       00915
                                                                                                                              33




                       It       was        lust    being       built    and     it   had            golf    course          and


     he    wanted      to       be     by    the    golf       course

                       Was       your        dad    much       of      golfer

                       He       was          golfer        yes

                       Did       your        parents       retain       their Mexican                citizenship

     when    they      moved          to    the     United          States

                       Yes           they     did

                       How       close       was        your    parents         house      in       Laredo       to


     Mexico

10                     Very          close               mean        three    miles       maybe           four    miles

11                     How       often        did       your    father        return      to    Mexico       when       he


12   was    livi ng        in    Laredo

13                     When          they     first moved             over    there                   often            He
                                                                                           very

14   would       go   to    the       ranch        on      regular       basis

15                     Where          was    the        ranch        again

16                     It       was    maybe        thirty          minutes    crossing             the    border       on


17   the    Columbia            Bridge       on     the    Mexico       side         And       he   would        always       go

18   to    his    office              He    retained           an    office    in    Nuevo          Laredo

19                    And        when       your        parents       moved    to    Laredo           did    your

20   father       change         his       legal        domicile

21                     No

22                    Where           did    he     remain          domiciled

23                     In       Mexico

24                    Why

25                    Well            his    intent        was      always     to    be    in       Mexico            His




                                                                                                                                   00916
                                                                                                                        34




     business      relationships                were    in       Mexico        and         guess       most


     importantly          it     allowed         him    to       distribute          gifts       to    his


     daughters      tax    free

                    What       year       did    your       father               away
                                                                         pass

                    2005

                    Did    he       have    any       instructions             about       where       he    wanted    to


     be   buried

                    Yes        he    did

                   Where

10                  In    Nuevo       Laredo            He       had    already       purchased             the

11   cemetery      plot        the    family          cemetery          plot

12                 Were        you    there       in    Nuevo          Laredo    when       he    was       buried

13                 Yes              was    there

14                 After        your       father       died           did            older       sisters
                                                                             your

15   continue    to      receive          payments          of    their inheritance                   under       private

16   agreements

17                 Yes         they       did

18                 Im sorry

19                 Please           reask       the    question              Im sorry

20                 Did     your       older       sisters          continue          to    receive          payments

21   under   their       agreements             after       your       father    died

22                 Yes      they          did

23                 How     did       they       receive          the    payments

24                 It     was       deposited          in    their       Mexican          account

25                 Who     was       responsible             for making          sure       that       that




                                                                                                                             00917
                                                                                                                                           35




     happened

                         People        at      the     office

                         At     some      point           did     one       of    your       sisters           ask    if       she


     could        receive       the       rest       of     her    inheritance                   faster        than       called

     for     in    her    agreement

                         Yes

                         What    was        that

                         Well        Sylvia          had     requested                that        she    wanted       to       get


     paid     as    quickly          as     possible              and       thats           the     way    she       made       the

10   request

11                       What    did        you      do     when       you       became          aware     of     Sylvias

12   request

13                       Well             spoke        to    people          at       the    office        and       the

14   attorney        that       set       up    the       Trust        and       to    see         first of          all        if    the

15   business        could       do       it      if      they     had       sufficient                 cash     flow      to    do


16   what    Sylvia           wanted           and     the      other        thing          is          wanted       to    call       my

17   other        sister Adriana                     because           we    definitely                 couldnt           do    both

18   sisters         so         called          Adriana           to    see       if    it       was     okay    with          her    and


19   she    told me           that    it       was     okay       with       her

20                       How    much        cash       or    properties                did       the     sisters          receive

21   under        their private                agreements

22                       It    specified             $3     million each                    but     that       doesnt           count

23   the    money        that    they          had     received             prior to             that     from       my    parents

24   money    and        properties

25                       After       your       father          passed        way           did     your       mom    move       from




                                                                                                                                                00918
                                                                                                                             36




     Laredo

                        Yes

                        Where        did      she    go
                        To    Houston

                        What    did        you      do    to    take        care       of   your     mother       after


     your    dad    passed          way

                        Well              continued            to     do    my    part      in    supporting           her

                        How    would          you    support           her

                        The    company             would       send        the    money       that      was     required

10   for    her    to    live       in     the      style       that        she    was      accustomed           and    to


11   provide       anything          that          she    wanted

12                      How    would          you    learn          how     much                           mother
                                                                                       money      your

13   required       to       live    in       the    way       she    was        accustomed

14                      My    sister Sylvia                   would        let    us    know      and     she    had


15   contact       with       people          at    the       office        or    would       let    me    know

16                      How    much        money         on    average           did    you      send     to    your

17   mothers        account          every          month

18                           think       if    there          was    an     average           around       two    hundred

19   to    two    hundred       and        fifty thousand                   dollars              year

20                      Where       would          that       money        get    deposited

21                      It    would        eventually               get     deposited            into my        Moms

22   account       in    her    bank          in    Houston

23                      Did    you       have       the       rights        to    or    signatory          on    that

24   account

25                      No          did       not




                                                                                                                                  00919
                                                                                                                           37




                     Who       did

                     My    mom       and     Sylvia

                     Did       you        learn    at    some       point       this    summer          that    your

     sisters    and       an    attorney           on    your       mothers         behalf         or    on    behalf      of


     her   Estate     had       sued       you     in    Mexico

                     Yes

                     Have       you        submitted          to    the       jurisdiction          of    the       Mexican

     courts

                     Yes             have

10                   If    this Court              were       to    condition            dismissal of                the

11   counterclaims             against        you       on    your       willingness          to    waive       the

12   statute    of    limitations                 defense          in    Mexico     would          you    do    it

13                   Yes             would

14                   If    this Court              were       to    condition            dismissal             of    the


15   counterclaims             on    your    willingness                 to    submit    to    the

16   jurisdictions             of    both     federal          and       state    courts       in       Mexico        would

17   you   do   it

18                   Yes             would

19                   Thank          you    for     your       time

20                              MR HESS                      pass       the   witness

21                              THE       COURT          All       right

22                              MR FISHER                    May         approach       the    witness              Your

23   Honor

24                              THE       COURT          You       may

25                              MR FISHER                    Your       Honor          have    marked          some of




                                                                                                                                00920
                                                                                                                           38




     these      just as      Exhibit       without            Defendant        or    Respondent

     designation             Would       the    Court         prefer         different           way
                                 THE    COURT         Say      that    again

                                 MR FISHER               My    exhibit       stickers            just       say

     Exhibit           they       dont     say      Respondents              Exhibit              or    Defendants

     Exhibit


                              THE       COURT         You      can    just     put               or    an         just   to


     sort of     differentiate             it

                                         CROSS-EXAMINATION

10   Questions       By     Mr     Fisher

11                   Mr Longoria                Im       handing       you          document           thats        been

12   marked     Exhibit       D-3         Its       entitled          Shelby        Longorias               Response

13   to    Request     for    Disclosure                 In    the    course        of    this        lawsuit        have

14   you    helped     gather          information            that    needed        to    be    provided

15                        have     tried       to   be    as    helpful        as         can

16                   And     is    one    of    the      things       that               did    is                 names
                                                                              you                      gather

17   and    addresses        of    people       that      might       know    something               about    the

18   case

19                   Yes

20                   And     would       you    please         turn    to    --     do                               this
                                                                                          you    recognize

21   document     as      your     response         to         request       that        was    submitted          in


22   the   course      of    this      case

23                        have     seen         lot      of    documents          but          want     to    say
24   yes        probably          have

25                   And     please       turn      to    page          if    you        would        please      look




                                                                                                                                00921
                                                                                                                 39




     at     the    bottom    request          for    disclose              asks    for    the    name

     address       and    telephone       number         of    persons       having       knowledge       of


     relevant       facts    and         brief statement               of    each    identified


     persons        connection          with    the      case        and    the    first person          you

     list     is   your    sister Sylvia              right

                     Uh-huh        yes

                     And    you    list       her    husband          Tommy       Dorsey        right

                     Right

                     You    list      your     brother         Wayo        right

10                   Correct

11                   And    you    list your          sister Adriana                right

12                   Correct

13                   You    list      several       more people

14                   Right

15                   How    many of       the       people      you    list       live in       Mexico

16                   Well        Im     looking       at      the    list         Well     the    ones    that

17   are    here    live    in    the    US

18                   All    of    them

19                   It    appears       to    be

20                           MR FISHER                Your      Honor             move    for the

21   admission       of    D-3

22                           THE      COURT         Any       objection

23                           MR       HESS          No

24                           THE      COURT         Exhibit                36789     is    admitted

25   will    represent       to    the    Court       and      can    testify       that    this




                                                                                                                      00922
                                                                                                                      40




     disclosure      has       never       been        supplemented                by    the   movant

                    Now        you    testified             that       you    live        in    McAllen        When

     did   you   first move           to    McAllen

                    In     1979

                    Okay        and    you       lived        there         ever        since

                    Yes

                    You     testified            that       in    the       mid     70s         you    began

     helping     your      dads       with       the     family            business

                    Correct

10                  And     how      old    were       you       at    that       time

11                       was    born       in    1952

12                  Okay        so    you were           in      your       mid    20s
13                  Yes        sir

14                  And     how      long       was    it     before                    were   running       the
                                                                             you

15   companies

16                  Well        again           when    my       brother          left to       live    in   Austin

17   was   around    1978      or     1979

18                  So     you were         26    or    27       years       old        when   that    happened

19                  However          that    works          out

20                  Okay

21                  As     far as      the       age    is       concerned

22                  Has    Wayo       lived       in    Austin             ever    since       then

23                  Yes

24                  And    just so          the       record          is    clear         by   Wayo      mean

25   Eduardo     Longoria            Jr      is       that    what         you     meant




                                                                                                                           00923
                                                                                                                  41




                    Yes     correct

                    All    right         you    gave      testimony          about         Mexican       Trust

     and    what   was    conveyed        into that            Trust    was      stock     in    two    holding

     companies       is    that    correct

                    Yes

                    And    those     companies            were    Inmuebles               Terranos       and


     Vertice       Empresarial

                    Correct

                    And    your    father        conveyed         his       stock    in    those       companies

10   into    the   Trust

11                  Yes

12                  In    2002

13                  Yes

14                  And    how    long     had       he   owned    that       stock

15                  Im     not    sure               dont know

16                  Can    you    tell     us    approximately               how    long    he    had    owned

17   it

18                  If      knew     that            would       tell       you     but         really    dont

19   know

20                  Have    you    ever        owned      it

21                       dont     think          have      owned       Vertice       and         probably      did


22   own    Inmuebles           Terranos        at    some period           of     time         Thats     my

23   recollection

24                  So    that    stock        was    conveyed         to   you     at    some    point    and


25   then   conveyed       to    your    father           is   that     right




                                                                                                                       00924
                                                                                                                          42




                                   MR     HESS            Object    to       form

                                   THE    COURT            Overruled

                            dont         know       the    logistics          of    how    the    stock    moved

     from

                        By Mr Fisher                       Okay         Do    you    hold         title    or


     position      in       those        companies                management          position

                            would        describe          my    role more as             an   advisory        role to

     the    management             team

                       Are     you       on    the       management          team

10                     Again         its        mostly          advisory       and        technically               dont

11   know        There        is    several          companies          and         havent        looked       to   see

12   if    Im    named        as         manager          or    management

13                     Im      asking          about       the    holding          company       now

14                     Right

15                     The     two       that       we    have    named

16                     Correct

17                     And     are       you    the       president           chief       executive       officer

18   or    in   some    other        management                position

19                          dont know                      could    be       the    chairman

20                     At     least       one       of    those    companies              Inmuebles       --


21                     Right

22                     --     made       payments          to    your    mother       Dorothy          didnt it

23                     Yes

24                     And     it    did       so    at    your    direction              didnt     it

25                     Well         it   was         again          didnt           own    the   companies           they




                                                                                                                               00925
                                                                                                                                       43




     were    owned        by    the       Trust

                      So       is    it       your    testimony             that       there        is    someone       else       at


     Inmuebles        that          directed          that       company          to    pay     your       mother       money

                      No        we       had    accountants             and       we    have             management          team

     and    we     have    attorneys             that       helped          us    set           the       Trust        so
                                                                                          up

     would       always        confer          with    them       to    make       sure        everything             was    being

     done    properly

                      Okay               Well    this       is    not            charitable              company        is       it

                      No sir

10                    Its           in    business          for profit

11                    Yes           sir

12                    And       she       was    receiving                         because           she       was
                                                                       money                                          your

13   mother         right

14                    Well                was    trying          to    do    my    part        in   being             good       son

15   yes

16                    Right               It    wasnt        that       she       had     rendered             services          and


17   was    being     compensated                for       her    services              these       were        payments

18   that    you     were      making           because          you    were       her       son    and        were    taking

19   care    of    her

20                    Again              it    was    --         was    trying          to     do   my     part to          be


21   good    son     so    she      could        live       her       life

22                    Okay               Now     Im        just       following          along           the    direct

23   examination            so      if          jump       around           little           bit           apologize

24                    Okay

25                    You      testified              that       you    dont           travel       with        security




                                                                                                                                            00926
                                                                                                                               44




     guards        in   Mexico               Have    you       ever       told anyone             that    the    reason       is


     because        security            guards       can       be    bought          and    could       give

     information             to    the       bad    guys

                        It    sounds          like       something             that         might       have    said

                        So    it       wasnt        because          you       dont        feel    the    need    for


     security           its        because          you    cant           even       trust the          security

     guards         right

                        Well           not    necessarily                     That    sounds       like         comment

     that          could      have       made            But    there          is            people       in    Mexico
                                                                                     many

10   that    have       security             guards       and       they       trust them           so    it    was    just

11   comment

12                      And       it    was    your       judgment             call    that              were    better
                                                                                                  you

13   off    not     having         them

14                      No        it    was         comment

15                      Did       you    mean       it    when       you       said    it

16                           just       made         comment             that       sometimes       that       could

17   happen

18                      Okay

19                      Its        within          the    realm          of    possibilities

20                      Okay            Now        you    were       asked          about    Plaintiffs           Exhibit

21         which     is      the       1983    letter

22                      Yes        sir

23                      And            just want          to    confirm             that    when    this letter          was

24   sent    to    your       mother          you    lived          in    the       state    of    Texas        correct

25                      In    1983           yes




                                                                                                                                    00927
                                                                                                                       45




                        And    your       brother         Eduardo       Longoria           Jr      also    lived

     in    the    state       of    Texas

                        Yes        sir

                        You    testified          about     an    agreement          that               parents
                                                                                             your

     made    that       you    say separated             their     marital          estate       from    community

     property          into separate          property

                        Yes

                        And    correct       me    if       heard       you    wrong        did    you    say    you

     saw    that       about       two    months    ago

10                      Thats        --      think          saw    it    about       two    months       ago     yes
11                      And    is    that    the    first time           that       you    had    ever    seen    it

12                      Yes

13                      All    right        and    you    testified           about       private       agreements

14   with             one    with    Sylvia       and    one     with    Adriana           and    payments       were

15   made    to       them    under       those    agreements           as           testified
                                                                              you

16                      Correct

17                      But          question       is    this         was    your    mother
                               my                                                                   Dorothy

18   party       to   those        agreements

19                           dont        believe    she    was

20                      She    didnt        sign    them         did    she

21                      No

22                     And     they       dont     even    mention           her     do    they

23                      No

24                      Mr Longoria               Im     showing        you         certified       copy    of


25   marriage         certificate           reflecting             marriage          of    Eduardo       Longoria




                                                                                                                            00928
                                                                                                                                   46




     and    Dorothy       Louise          Kowaiski

                     Yes

                     On    July       3rd 1942                   in    the       State       of    Texas          Do    you      see

     that    sir

                     Idoseeit
                     And       is    it    your        understanding                   that                                 were
                                                                                                  your    parents

     married    in    the       State        of    Texas          in       1942

                     Yes

                                MR FISHER                    Your          Honor        we    offer       Exhibit           D-4

10                              THE       COURT             Any       objection

11                              MR        HESS          No       objection

12                              THE       COURT             D-4       is    admitted

13                              MR FISHER                    Your          Honor        to    save       time       may

14   have   continuing              permission              to    take       exhibits             to    the   witness

15                              THE       COURT             Yes

16                              MR FISHER                         promise             not    to    hover        over    him

17   will   return        to    my    spot        here

18                              THE       COURT             Yes            And    just       to    comment              want       to


19   make   sure   we      just       stay        on    track              Im     deciding             whether      this

20   counterclaim          is       supposed           to    be   here           or    in    Mexico

21                              MR FISHER                    Yes           sir

22                              THE       COURT             And            dont        want       to    try the        case

23                              MR FISHER                    Understood

24                              THE       COURT             Im        not    really looking                   for      at    least

25   yet      mean        who        is      good           guy   or        bad       guy    or   who     did    what       or




                                                                                                                                        00929
                                                                                                                   47




     who    didnt     do    what          want       it     connected        to     the    issue of       whether

     this is    the       appropriate       forum           or     should         defer     to    the


     counterclaims          to    Mexico    in       some fashion

                             MR     FISHER             Yes       sir           hear       you    loud    and


     clear

                             THE    COURT            Thats        to    both      sides

                             MR HESS              Yes        sir

                     By Mr Fisher Mr Longoria                                would        you    please    look

     at    Exhibit    D-5

10                   Yes     sir

11                   Is    this      copy       of          letter      that      you     sent    to    your

12   mother on       or    about    October          9th 2007

13                   Yes

14                   Did    she    sign    it

15                   Yes

16                           fIR    FISHER             Your      Honor       we     offer       Exhibit    D-5

17                           MR HESS              No      objection

18                           THE    COURT            Admitted

19                   By Mr Fisher                    Again       when     you       sent    this you       lived

20   in    McAllen        Texas

21                   Yes

22                   And    you    sent    it     to    your     mother        at    her    home       address    in


23   Houston     Texas

24                   Yes

25                   And      wont        dwell        on   this       but     in    this       letter    you




                                                                                                                        00930
                                                                                                                                     48




     make    reference             to    your       fathers              wishes       for your           mother          to


     receive            sum    of       $450000           upon       his       passing             Do              see    that
                                                                                                         you

                             see     it

                        Okay            And    whats           interesting             about        that       is        that

     wish    was    never          provided          for in          any Will          that                  brought
                                                                                                   you


     forward        was        it

                        Can    you       ask    me    that          again

                        Yes        that       was         clumsy          question           and         apologize               You

     haven         brought          forward          to    this          Court              Will        in    which
                                                                                     any                                  your

10   father       said       your       mother       was       to    get       this    $450000

11                      Not    that            know       of

12                      And    so       there       were       testamentary                wishes        that       your

13   parents       had       that    werent           always             put    in    the    Wills            right

14                      Well             can    expain              it    if    you would           like me          to


15   explain       it


16                      Well        just       answer          my    question          first if              you   would

17   please         Sometimes             your       parents             intended          things        to    happen         with

18   their    property             and    they       didnt          get        it    put    down        in    Wills       and


19   this    is    an    example          of    that

20                      No thats               not    an       example          of    that

21                      Okay         Third          paragraph             says        and          quote           Since

22   Dads     wishes          were       for you          to    receive             $450000         upon       his       passing

23   and    your    wishes          are       that    Adriana             and       Sylvia     receive             this money

24   from    you        we    have       agreed       that           will           subtract        -- blah               blah

25   blah




                                                                                                                                          00931
                                                                                                                                   49




                        Right

                        But    you       refer to            your    fathers              wishes       --



                        Im     just      going          to    explain          it

                        All    right          go       ahead

                        Well       its        just that             my    mom was          insisting          that          my

     father      hadnt         left      her       anything          and       that       she    was    despondent

     about     that      and      she    had       said       that       my    dad    did       want    her       to    have

     some money             and    really              again        this       is    similar to             the    other

     letter      you     showed         me        in    1983             was    really wanting                to       make      her


10   feel    good       that      my    dad       did    really want                her    to    have       some money

11   Thats       the     best      way            can    explain          it

12                      Okay             appreciate                that       explanation

13                     All     right

14                     Thats           helpful               And    you       acknowledged             in    this       letter

15   that    your      mother wanted                   the    money       to    go    to    her       daughters

16   Sylvia      and     Adriana             in    equal       shares

17                     Yes

18                     Would       you       please          look    at       Exhibit       D-6 which                  am


19   handing      you       now         Is    this            copy       of         letter       of    intent          that      you

20   entered      into with             your       brother          Wayo       Longoria                First Amendment

21   to   that    Letter          of    Intent          and         Second          Amendment          to    that       Letter

22   of   Intent         all      of    which          you    signed

23                     Is     there           question               Fm sorry

24                     Is     this           copy       of         Letter       of    Intent          that    you       and


25   your    brother          Wayo      Longoria             signed




                                                                                                                                        00932
                                                                                                                                  50




                        Yes           see    my       signature

                        And       this is             First Amendment                and         Second       Amendment

     to     it

                        Do     you    want       me     to    check       it

                        Yes        sir

                             see     the    First Amendment                 here           And         see         Second

     Amendment

                        Okay          And    the        agreement          embodies         in    these       letters             of


     intent       was       culminated           and     fulfilled          later in            2007        correct

10                           dont         recall        exactly          unless      you want          me    to    look       at


11   this    and       --



12                      Well         let    me     ask       you    this       you    have       identified             this

13                      Yes           see    it       here         the    29th    day      of    March       2007

14                      Okay          Later        in    2007        was    there           transaction                in


15   which       your       brother        Wayo       was     paid       about    $24      million in             return          he


16   gave    up    his       interest        in       the     Trust       that    your      father          created          in


17   2002

18                      Whats         the    question                Im sorry

19                      Later        in    2007         was       there        transaction             in    which          your

20   brother       Wayo       was     paid       about        $24    million and            in    return          he   gave

21   up    his    40    percent           interest           in    the    Trust      that       your    father

22   created       back       in     2002

23                      Well         the    way          understand            it     the       Trust       split       into

24   two    trusts          and    one     Trust        paid       the    other      Trust

25                      Okay




                                                                                                                                       00933
                                                                                                                            51




                        Thats       my    general          understanding

                        All    right         And      one       Trust      ended             with    about       $24
                                                                                       up

     million in          it and      Wayo       got    that       Trust

                          really         dont      remember           specific          figures                 would

     have    to


                        Okay

                               MR FISHER                        offer      Exhibit          D-6     Your       Honor

                               MR HESS                No    objection

                               THE       COURT         Exhibit            D-6    is    admitted

10                      By Mr Fisher                  This       Letter         of    Intent       was    negotiated

11   between      you    and       Wayo    in    the       United         States        wasnt        it

12                        dont remember                    Mr Fisher                 where    we    were

13                  You       had    the     assistance              of    American          counsel       in    this

14   transaction

15                  Yes             did         And    also       Mexican            counsel

16                  Was       Carolyn        Becket              lawyer         that    helped                 with
                                                                                                     you

17   this

18                  Yes        sir        she    is    one      of    the       attorneys

19                  She       is    in    Austin           Texas

20                  Yes

21                  And       in    connection             with      that       transaction              was    an


22   appraisal      done       of    the     stock         in   the       two    holding       companies             that

23   you    named   earlier

24                       dont        recall


25                  Do    you       recall       an    appraisal            of       that    stock                   at
                                                                                                         being            $98




                                                                                                                                 00934
                                                                                                                   52




     million and         change

                     No        do    not

                     After     your    mother       died    in    April       of    2012        did           ever
                                                                                                       you

     offer    for    probate        through     any      Mexican       court         Will       that    she


     signed

                     Did       offer         Can you       ask    it    again        please

                     After     your    mother       passed       away    in    April       of    2012        did


     you    ever    go   to        Mexican    court        either       you    or    your       lawyer        to


     offer    Wills      to   probate

10                   No

11                            MR FISHER             No    further       questions

12                            THE    COURT         All    right

13                            MR     HESS       Nothing         from    us     Your       Honor

14                            THE    COURT         You    may step       down

15                            MR     LONGORIA            Thank    you     Your       Honor

16                            THE    COURT         Thank    you

17                            MR HESS           Our      next    witness       is    Professor          Carlos

18   Gabuardi

19                            THE    COURT         Okay

20                            MR HESS          We     submitted         his    affidavit          with

21   briefing              understand        the    objections          have       been    withdrawn          to


22   that    affidavit        so      request       that    it    be    admitted          and    considered

23   for    this    proceeding

24                            MR     FISHER         No    objection

25                            THE   COURT          Okay         And    what    is    the    witnesss




                                                                                                                        00935
                                                                                                                               53




     name

                                MR HESS              Its Gabuardi                        G-A-B-U-A-R-D-I

                                THE    COURT             Affidavit             of    Dr        Gabuardi         is


     admitted            And    its        attached           to    your       motion

                                MR HESS              Right

                                THE    COURT             To    Counter-Defendant                          Shelby

     Longorias           Motion       to    Dismiss           Counterclaim                    etcetera

                                MR     HESS          Right

     CARLOS       ALBERTO       ENRIQUE       JOSE        LORENZO          GABUARDI             ARREOLA         PhD

10   called       as         witness        after        first having                been       duly      sworn

11   testified          as    follows

12                                         DIRECT        EXAMINATION

13   Questions          By    Mr Hess

14                      Good    afternoon            Professor

15                      Good    afternoon

16                      Could    you       introduce           yourself             to    Judge       Wright

17                      Sure      My       name     is    Dr        Carlos Alberto                   Enrique         Jose

18   Lorenzo       Gabaurdi       Arreola                     was    born       in       Monterrey           Mexico         in


19   1957              studied    the       law     in    Monterrey                 the       University        of


20   Monterrey                 have    been          practicing                lawyer          since         was        law

21   student       because       under       Mexico           law    you       can       do    it    to   the   extent

22   you    do    it    under    the       supervision              of    an    attorney                    have      worked

23   both    as    corporate          counsel            as         litigator                 and    as   academician

24   Most    of    my    life     with       an    exception              of         time       in    which           lived

25   in    the    United       States             have        done       both       academic          and




                                                                                                                                    00936
                                                                                                                                  54




     professional           work                 also      was          lawyer          in    the       World     Bank       in


     Washington            DC            had      been       --         am         member          of    the     National


     System     of     Legal      Researchers                in      Mexico         which          is         government

      nsti tuti on         that       provides           funds         for academicians                   in     order       to


     retain     Mexican          talent          to   continue              living       in       Mexico          And       now

     am     ascribed       as    an     honorary           legal        researcher                to    the     Facultad

     Libre     Lecho        which        is      an   independent                 law    school          in     Monterrey

                      When       did     you      become               lawyer

                           finished           law school               in    December             79      and          wrote      my

10   dissertation           and       finally         got       my     degree       in       81          But          forgot      to


11   say    that        studied         master          of      law     in       Tulane           which          received

12   with     distinction             and     also           PhD       from       Tulane          University           Law

13   School


14                    And       you    currently             live       in       Monterrey

15                    Yes

16                    And       you    currently             practice             law    in       Monterrey           and    other

17   locations        in    Mexico

18                    Yes        my    office         is     in      Monterrey                But       when     my    clients

19   have    needs     or       have    the       need       of      legal        advice          or    legal     counseling

20   in    other     parts       of    Mexico                go      there

21                    And    what       state         of     Mexico          is    Monterrey

22                    Nuevo       Leon

23                    And    where          is    Nuevo         Leon        in    comparison             to    Tamaulipas

24                    Okay        Nuevo          Leon      is     to    the       west       of    the    state        of


25   Tamaulipas            and    has            small       --        piece        of       border           very    small




                                                                                                                                       00937
                                                                                                                         55




     in    Columbia         which       was    mentioned          before          by    Mr Longoria

                      And    they       are    bordering          --       they    are       states      that      border

     each     other

                      Yes        contiguous          border

                      And    have       you    practiced          law       at    times       in    Tamaulipas

                      Yes          was         lawyer       for Texas             Bank       in    its   affairs        --



     legal    affairs        in    Mexico        which       most          of    them were          related        to


     Tamaulipas            and         spent    almost       five          years       of    my    life practicing

     law     there

10                    When       you    practice       law       in    Mexico           do           have     to
                                                                                              you                   bring

11        bodyguard        around      with     you    wherever             you    go
12                    No

13                    Why    not

14                    Because            dont        need    it                 feel    safe       and   comfortable

15   wherever          go    in    Mexico

16                    Do    other       lawyers       have       bodyguards             and       private     security

17   people     who    go    with      them     to    the    courthouse

18                    At    least       not    that         am    aware          of

19                    The    state       of    Tamaulipas              adjoining             the    state     of    Nuevo

20   Leon     does     it    have         functioning            judiciary

21                    Yes

22                    Have       problems      with     crime          in       Tamaulipas          caused      the

23   court    system to           shut    down

24                    No     never

25                    Are    you       aware     in    fact           of    lawsuits          filed      in   court      in




                                                                                                                              00938
                                                                                                                                  56




     Tamaulipas          involving             some      of    the       parties       to       this    case

                        If         am    aware          yes

                        And         believe          that      there          was   what        reference          earlier


     today    to    an       amparo          proceeding             A-M-P-A-R-0

                        Yes

                        The     lawsuits           that       you    are       familiar with                 are     those


     amparo       lawsuits              amparo       proceedings

                        In     this case             yes            am    aware       of    other       matters        which

     of    course            can    not       disclose          but            have    seen       two       amparo

10   petitions          concerning             this      matter          filed      one     by    the       Estate     of


11   Dorothy       Kowalski             Longoria          and       another         petition           for    amparo

12   filed    on    behalf          of       Mr Longorias                 two       sisters Adriana                 and


13   Sylvia       Longoria          Kowalski

14                      When       you       say     other          matters            you       cant        disclose

15   you    are    talking          about       involving            people         who     are       not    parties        in


16   this    case        other          lawsuits         that       are       totally       unrelated          to    this

17                      Yes        totally         unrelated             to    them    but       that         am    familiar

18   with

19                      In    other          words       your       testimony          --       you    described          the

20   matters       in   Tamaulipas              that      you       are       familiar with             involving           the

21   parties       to    this       case

22                      Yes             am    only      making       reference             to    the    judicial

23   matters       of   amparo           related         to    this case

24                      Can you          tell      me    what       an    amparo       proceeding             is      What

25   sort of       litigation                matter      is    that




                                                                                                                                       00939
                                                                                                                                            57




                         Sure               The    juicio           the       amparo         which       is       the       official

     name     of      the     institution                    its          legal          proceeding           by       means       of


     which            private           individual             or    an       entity        may    prepare

     proceeding              by    means          of    which       you       ask    the     federal          judiciary

     provide          protection              to       you    against          an    infringement                 or


     violation           that          any    governmental                authority               either          executive             or


     the    judiciary                  or    eventually             the       legislature               is    committing

     against          your        fundamental                human       or    constitutional                 rights

                         And       what       is       the    alleged          infringement              that          is    at    issue

10   in    the     two      amparo           proceedings                 one    which       was        filed       by       the

11   Executor          here and              the       one    which       was       filed     by       Adriana          and


12   Sylvia

13                       Sure               Basically              they       are    claiming           that       their

14   Constitutional                    right to          due       process          of    law was        infringed                to


15   them     because             in    the       probate          proceedings             related           to    the

16   testament           of       Mr        Eduardo          Longoria          Theriot            which       is       Mr

17   Longorias              father            they       were       --    they       will                    that                  were
                                                                                              argue                     they

18   not    called          to          meeting          which       is       set    forth        or    provided             by    the

19   Code        the    Tamaulipas                 Code        by    means          of   which         the                   has       to
                                                                                                              judge

20   hold         meeting              with    the       named       heirs           either                                       or
                                                                                                   testamentary

21   not     and       any       other        relatives             which       are      ascendant            or       descendant

22                      So        if    Im     understanding                   this      correctly                are       they

23   going       to    the       federal           court       in    Tamaulipas             in     Nuevo          Laredo          and


24   asking       it    to       direct        that          the    state       court       do     something

25                      Yes            they    are       asking          the    federal           judiciary                 the




                                                                                                                                                 00940
                                                                                                                                         58




     federal        court         in     Nuevo      Laredo          to        review       what       the       state    court

     the    state       family          court       did       to    resti tute             them       of     their infringed


     rights       therefore             to    call       this meeting                 of    heirs          and    relatives

     and    consequently                to    vacate          or    live without                 anything          that

     happened        before            that       meeting           after        that       meeting                am    sorry

                        Have       you       heard       of    mandamus              petitions             or    writs    of


     habeas       corpus          in    the       United       States

                              have      heard       of    several              names       and    several          writs       which

     are    used     in      the       United       States          and          am    familiar with                some

10   original        common            law writs          like the              writs       of                      and       so    on
                                                                                                  trespass

11   and    so    forth        but           do    not    know          them     in    detail          and         am    --


12   dont        know     their particularities                           on     how       to    action          them    or


13   something

14                      In     the      proceeding             like the              amparo       proceeding              what          is


15   the    role of          someone          like Sylvia                Longoria           who       is    impacted          by    the

16   relief       that       is    being          sought       in       the     amparo

17                      Sure            The       parties          to    the     amparo          procedure          are

18   basically          conceptually                three               One     is    the       complainant              the

19   person       who     actions            the    petition              who        files            complaint           which

20   in    Spanish        is      call       queoso                Okay        then        this       counter-party                to


21   that    is    the       authority             who    allegedly              committed             the       violation          of


22   fundamental             rights               And    in   ludicial               proceedings                there    is


23   another       party          which       is    called          the       third        interested             party        to


24   set    up    empresarlo              sic            which          has    the     right to             appear       before

25   the    court       and       submit          arguments             supporting              his    own       rights       and




                                                                                                                                              00941
                                                                                                                                    59




     supporting           the    role of           the    authority             in    order       to    avoid       --    in


     order     to   demonstrate               that       no    infringement                was    committed              so    it


     is       three-party             litigation

                         So    the    amparo        is    the       third interested                    party

                      Yes

                         Like         real     party          in    interest

                      The       third        interested             party       is         real       party    in


     interest             And    that        has    been       acknowledged                by    both     well           it    has


     been    acknowledged               by    statutory             law        by    case       law     and    scholarly

10   writings

11                    Does       it     appear       that          Adriana          and    Sylvia       and    the       Estate

12   were    able     to       find     lawyers          to    assert          this       claim    on    their       behalf

13   in    Court    in        Nuevo     Laredo

14                    Yes

15                    Would          Adriana         Sylvia              or         representative             of    the

16   Estate       have        been    required           to    travel          to    Nuevo       Laredo       to    assert

17   this    claim

18                   As        far    as       understand                from what               read     the

19   petitions       of        amparo        were    filed          by    lawyers          that    received          power

20   of    attorney           from    the     Estate          of    Mrs        Dorothy          Kowalski       Longoria

21   and    the    sisters            Sylvia        and       Adriana          Longoria          Kowalski           and       this

22   attorney       signed           and     filed       the       petitions          of       amparo    on    behalf          of


23   them           assume           that     the    lawyers             were       physically          there       in    the

24   office        the        clerical        office          of    the       Court       to    submit    the

25   petitions       themselves




                                                                                                                                         00942
                                                                                                                                      60




                                    MR      FISHER                object          to    the       testimony        about

     what     he    assumed               Thats           not    proper       and       we    respectfully             move       to


     strike        it

                                    THE    COURT               Overruled

                         By Mr Hess                      Based    on    your       review          of    the    documents

     and     your    knowledge             of       Mexican       law        would       there          have    been       any

     legal     requirement                for       Adriana       Longoria              Sylvia          Dorsey        or


     representative                 of    the       Estate       to    have       gone       to    Nuevo       Laredo       to


     file this           other       than        through         their       lawyers               In    other    words

10   for    example            if    Im         going      to    --    if    my    client          is    Shelby

11   Longoria            if         file            petition          here    in       the    state       courthouse             on


12   his    behalf        as    his       attorney              right        Shelby          Longoria          doesnt           have

13   to    come     down       to    the       courthouse             with    me        and       so    Im     asking       you

14   whether        if    thats           the       case       under    Mexican          law       as    well         If    you

15   have    an     attorney              do    you       have    to    go    yourself

16                       If    you       have       an    attorney          who    has       been       vested    with          the

17   power     of    attorney             and       therefore          is    your       empowered             agent        it    is


18   not    necessary           for the             grantor       of    the       power       of       attorney       to    be


19   there

20                       By    filing          an    amparo       proceeding                 have       the    Estate       of


21   Dorothy        Longoria              has       Sylvia       Dorsey       or       Adriana          Longoria

22   submitted           themselves             to       the    jurisdiction             of       the    federal       courts

23   in    Tamaulipas               Mexico

24                    Yes

25                       By    filing an             amparo       proceeding                 have       the    Estate       and




                                                                                                                                           00943
                                                                                                                                      61




     Sylvia       and       Adriana           submitted                themselves          to    the       jurisdiction           of


     the    state        courts          in    Tamaulipas                 Mexico

                         By      filing that                 petition           they       have       shown        that    they

     are    complaining                 from       an    infringement                of    the       state     court       and


     that       they    want          restitution                 of    their violated                rights        and


     therefore          they          will     enjoy          the       benefit       of       the    final        decision       if


     it    is    favorable             to     them

                        Would           it    be    unusual             for    someone          to    file an                     but
                                                                                                                     amparo

     then       take    the       position              that       the    state       court          that     is    to    be


10   directed          by     the      federal           court          does    not       have       jurisdiction              over

11   them

12                      Well                 have       never          heard    of         case       --       situation          of


13   that       nature        and      it would              be    contrary          in    its sense

14                      And       has        Shelby          Longoria          submitted             himself to           the

15   jurisdiction                of    the     courts             in    Tamaulipas              Mexico         in    connection

16   with       the    amparo          proceeding

17                      Thats           what             understand             from       the       documents           that    have

18   been       shown       to    me

19                      In       fact         he    made               written       submission             with     respect          to


20   submitting             himself to              the      jurisdiction                 of    those       courts         right

21                      Yes

22                      And       did       the     court          acknowledge             that       written

23   submission

24                           was       shown             court          order    having          him appearing                 before

25   the    court       and      by     means           of   which        he    submitted             some additional




                                                                                                                                           00944
                                                                                                                                            62




     documents        that       were       recorded          by       the    court          to    be    heard          when       the


     appropriate           hearing          comes       and       by    means          of    which       the       court          or


     provides        that      all     documentation                   is    --    all       documentation


     concerning           service       of    process             be    at    the       disposable             of       Mr

     Longoria        in    the    offices          of     the      court          so    that       he    can             and       have
                                                                                                                   go

     them     for whatever             purposes           that         might       be       necessary          under          the

     law

                      There       is         lot     of      back       and       forth       in    your       affidavit

     and     the    affidavit          of    the     estate            expert           Ilan       Rosenberg

10   concerning           personal          jurisdiction                     Regardless             of    the       rules

11   concerning           of   process        and       where          the    defendant             lives          or    works          in


12     Mexican        state          can     federal          and       state          courts       in    Tamaulipas                   and


13   also     in    Mexico       assume       jurisdiction                   over            matter       in       which          the

14   defendant        has      consented           to     personal            jurisdiction

15                    Yes

16                    Similarly              can          defendant               in    an    action          in    Mexico

17   such    as     Shelby       Longoria            if      he    is       sued       there       by    the       Estate

18   waive     or    just      not     assert             statute            of    limitations                defense

19                    These       require          clarification                             have       never       heard          of


20   situation        like       you    are    saying              waiving             before       the       court

21   Usually        when       you     do    not    want          to    exercise             the    statute             of


22   limitations           defense           you    just          do    not       file       it         But    the       court

23   more appropriately                     cannot        assert            any    defense          on    behalf             of    the

24   parties         because         the     litigation                 private             litigation             is    only          or


25   litigation           of   this     nature          is    party-driven                   as    opposed          to




                                                                                                                                                 00945
                                                                                                                               63




     court-driven

                        So     if    the    party       that       has       the    defense          chooses       not    to


     assert       it     then        the    defense          is    not       part    of    the       case     right

                        Yes

                        Lets         suppose          that    the       claim       that       is    asserted       in    this

     lawsuit       in    Harris          County        by    the       Estate       is    dismissed          by    the

     court     here      in    Harris           County       so    that       it    is    no    longer       pending

     here    in    Harris           County            All    right           could       the    Estate       then     file

     lawsuit       asserting             the     same       claims       in       Tamaulipas              Mexico      and


10   have    the    court        there          assert       subject          matter       jurisdiction             over

11   those    claims

12                      Yes

13                      What        sort of       causes          of    action       might          be    available       to


14   an   Estate        which       alleges           that    the       Decedents              son       somehow    stole

15   money    from       or    defrauded              the    Decedent

16                      State       elections

17                      Yes

18                      Okay        it     is    an    academic          question          but       it    might    be


19   actions       for negligence                     mismanagement                 fraud           or   whatever        is


20   thought       to    be    illegal           or    inappropriate                and    you       have    the    right

21   to   recover

22                      So    there        are    such       causes          of    action       in       Mexico

23                      Yes

24                      And    if    the        Estate       were       to    prove       its       claims    in    Mexico

25   could         Mexican          court        award       damages          to    the    Estate




                                                                                                                                    00946
                                                                                                                                        64




                        Yes

                        And     could              Mexican       court          in    enforce             its    damages

                        Yes

                        Now        in         case    in    the       United          States                   plaintiff           will


     file         petition              there       will    often          be     discovery                motion


     practice           the     plaintiff            might       change           the      nature          of    its        claims

     but    eventually              if    the       case    is       not    dismissed                or         summary

     judgment          is    not    granted           the       case       will       be    tried          in    the

     courtroom          to         court       or    the    jury over                     period          of    days        or    weeks

10   or     God       forbid        for            period       of    time            So    thats              how     things

11   work    in       the    United       States            Can       you       describe             for the           Court       the

12   natural          progression             of    how         case       proceeds             in         court           in


13   Mexico

14                      Sure            May         write       notes       so       that            can       explain

15                                 THE    COURT            Sure            Any       objection             to        him    writing

16   notes       as    he    goes       through       to    clarify             his


17                                 MR     FISHER            No        Your        Honor

18                                 THE    WITNESS               Well        it       is    not       notes                 graphic

19                                 THE    COURT            Any       objection             to    his       explanation              as


20   to    how    it    would       transpire

21                                 MR FISHER                No

22                                 THE    COURT            To    his       explanation                of       how     it       would

23   transpire               But    you       are    explaining             it       out    there          to    them             Im

24   listening          but    you       dont        have       to    look       back       at       me        you     can       look

25   out    there




                                                                                                                                             00947
                                                                                                                                          65




                         Okay            Basically                 the    procedure               as         understand             it


     in     the    United       States              begins          with          petition             thats        submitted


     by     the    plaintiff             and       an    answer          submitted           by    the       defendant               As


     far     as         understand                 the       petition        of    the       plaintiff             is    brought

     and     an    answer       from          the       defendant           is    also       brought           usually

     general        denial


                         In    other          words           allegations              tend       to    be    often       times


     fairly        general          in    nature

                         Yes         The       point          is    that     it    is    my       understanding                    its

10   how          interpret          this           is        basically            the       parties          come       before

11   court        and    they       agree          that       they       have     an    actionable             cause          or


12   claim        thats        an    actionable                   cause    of     action               Then    there          is


13   period        that         understand                    its        called        discovery              in    which

14   really the           parties             are       dancing          strategically                 to    find       out    what

15   they     really want                in    terms          of    what    will        be    --       what    are       there

16   the    issues        in    questions                and       what    was     the       evidence          they       can


17   obtain       to     support          their          case            Its      called          collaborative

18   process        as    opposed             to    an       antagonist           process               And    then       when

19   they    finally           think          there          is    enough        discovery              they       agree       on


20   what    are        the    issues          in       question          here     and       at    this       point       they

21   lock    the        issues       under          litigation             and     then       they          have    the       hearing

22   or    the    trial         the       trial          which       is    to     try    the       evidence             and    their

23   arguments                Well        this          is    --    and    finally            after          trial        there       is


24   adjudication                   This       is       not       what    happens        in       Mexico            First           the

25   main    trial        is    not       infrequently                   mistranslated                      What    we    have       in




                                                                                                                                               00948
                                                                                                                                                 66




     Mexico       is       something            that        we      call       juiclo               and      it     is    basically

     judicial          proceeding                    As     it      happens             in     the      United           States

     everything              begins        with             petition               and       an     answer          from       the

     defendants                   But     as    opposed             to    what          happens           in      the     United

     States           the     petition              has          lot      of       formalities                 which          require

     this detailed                 narration              of     all      the       facts                 citation             of       all    the

     authorities              upon       which        you        are      basing             your       claim        and       the       type

     of    action          that     you        are    submitting                   to    the        court         both        in


     statutory             authorities               and       case       law       authorities                     and                 have
                                                                                                                              you

10   make         detailed              list of           all       the       evidence              that       you       want       the

11   court       to    hear             And     in    addition                to    that            you      have        to    say       what

12   do    you    want        to    prove           with       the       evidence              that                 are
                                                                                                          you                 offering

13                         And     this        is    all       at    the       beginning

14                         Yes          And     the       answer          is       as    detailed                   It    has       to


15   address          all     the       facts         all        the      authorities                     all       the       evidence

16   everything                   Once    the        petition             is       filed          and     the       answer          is


17   filed       the         issues       in        question             are       locked               So     at    this          moment

18   the    issues           in    and    questions                 are       locked           as      opposed           to    what

19   happens          in     the    American              version             in    which           the      issues           are       locked

20   here        So        during        this        period          here          pointing               to      graphic
21   basically              the     court       will            what          you       will        say        try all             these

22   issues      and        questions                hearing             evidence            and        everything                  the

23   lawyers          will        argue       whatever              they       think         is        appropriate                 to


24   support          their        cause       of     action             or    their exceptions                          and       defenses

25   and    finally          the        court        will       adjudicate                        In           opinion              the       most
                                                                                                        my




                                                                                                                                                      00949
                                                                                                                                      67




     important             differences               are    that       we    lack          of    discovery          and    the


     time       in    which        the       issues        under       litigation                are    locked

                           In     court       in     Mexico        if       you       have         lawyer           can    you    go

     through          that        process          by     having       your        lawyer               to    court       without
                                                                                                  go

     necessarily                having        to    appear        yourself

                           Well         in    almost        all    of       the       cases       it    is    the    lawyer

     that       does       the    court        appearing           and       all       that       stuff           The     owners

     of    the       litigation               your       cThents            seldom                to    court       unless
                                                                                            go                                   you

     call       them       for          purpose

10                         Now      sometimes              is    there       testimony             in       court    in    Mexico

11                         Well         in    almost        all    cases          testimony             either       of    the

12   parties          or    other        parties           is    one    of       the       evidence          submitted

13   unless          you    are    relying              totally        on    documentary                evidence

14                         When    there           is    live     testimony                in    court       in   Mexico         is


15   that       typically                one-time           occurrence                or    does       it    sometimes

16   happen          that         witness           has     to    go    back          to    court       over      and     over

17   again       to    testify

18                         Usually            when       someone        submits             his    or       her                       is
                                                                                                                  testimony

19        one    shot       deal             They       dont      call       you       again       and       again         It    is


20   one    way       --    one    shot        deal        even    if       it    takes          long       hours

21                         And    is     there             procedure             in    Mexico          --    is   there

22   procedure             for         Mexican           court     to       obtain          evidence          from      witnesses

23   who    are       in    the    United           States

24                         Yes         Actually             yes

25                         And    can        you    describe           that




                                                                                                                                           00950
                                                                                                                                        68




                         Well           there    is    the        Hague      Convention                 on    getting

     evidence           abroad         which           dont know                  but         assume           that        the

     United       States          is          party        but     the      Codes       themselves                                 for
                                                                                                                   provides

           procedure              And     interestingly the                       practice              is    that    American

     courts       are       very       open     to    receive          orders          from    countries              and        they

     always       honor       them

                        And       in     the    event        if    you      are    trying          to        get    the


     testimony          of         party        to    the       case        you    can       ask    the        court        and    the

     court       has    exercised              personal           jurisdiction               over        the       party         you

10   do    not    have       to    go     through          that        right

11                      Can       you     rephrase

12                      If    there             party       to     the      case       and    the        court       has     --    in


13   Mexico       and       the    court        has    exercised             personal          jurisdiction                      you

14   can    also       obtain          testimony           in    that       way        right

15                      Yes

16                                 MR HESS                 Pass       the    witness

17                                 CROSS        EXAMINATION

18   Questions          By    Mr Fisher

19                      Sir        you    testified              that       in    Mexico       actions              for


20   mismanagement                 fraud       and     negligence                are    available                  right

21                      Yes

22                      But       let    me    ask     you       what       that       means            What        are    the

23   elements          of    an    action        for       mismanagement                     And    let        me    ask    you

24   specifically             about       the        state       of   Tamaulipas                   Do        you    know

25                           dont        know        the    entire          Code       by    heart             If    you    bring




                                                                                                                                             00951
                                                                                                                                           69




     me     the    law         the        statute             and     you       ask    me    the       specific          questions

     you     want        me    to       answer                will       gladly        give       you    an    opinion             here

     for    what         you       are       asking          me

                          Okay               So    you       are     not    testifying             today       that       Thomas


     Dorsey         as        Executor             of    the       Estate        of    Dorothy          Longoria          would

     have          cause           of    action          against           Shelby          Longoria          for    negligence

     under        the     laws          of    the       State       of     Tamaulipas                  You    are       not


     prepared           to     give          that       opinion            are    you

                          No

10                        And       similarly with                    regard          to    fraud        you       are    not


11   prepared           to     testify             that       that       would        be    available          to       the

12   Executor           in     the       State          of    Tamaulipas

13                        Can            ask       you       exactly        what       you       are    asking          me         Are

14   you    asking            me    if            fraud       action        can       be    filed       against          Mr

15   Dorsey

16                        Let       me       try    to       be    more specific

17                        Yes           please

18                        Can       you       tell       us       What     are    the       elements          of    an    action

19   for    fraud         in       Tamaulipas

20                       As             told you             before              need       to    see    the       Code

21   dont         know        the       Code       by    heart             Whenever          in    my    practice             we    have

22   to    assess        or        submit          an    action            we    look       to    the    Code             scholarly

23   interpretation                     of    the       Code        and     we    review          case       law    so    that       we

24   can    be     fully           sure           diligently             sure     that       our       cause       of    action

25   will    prosper                because              as         mentioned               and    that            have       all    the




                                                                                                                                                00952
                                                                                                                                               70




     elements           because            as         mentioned                to    you        filing               lawsuit          is


     one     shot    deal            If    you    do       it    wrong              you       are    risking          the       whole

     case

                        All        right          appreciate                   the       candor       about          that            As


     general        proposition                 would       you       agree          that       to    bring          any       kind       of


     tort     case      in     Mexico          there       has       to    be            duty       owed

                        Well         first let             me    tell          that       tort       is         common          law


     concept        and       Mexico       is         civil          law       country                tort       is


     procedural           concept          that       does       not       exist          in    Mexico               If    your

10   question        is        if    there       might          be    causes             of    action          for    illegal

11   acts    or     negligence             acts        the       answer             is    yes

12                      Okay             But    you    are       not       testifying                to    this court                that

13   the    allegations              of    Thomas          Dorsey          fulfill all                of       the    elements             of


14   any    of    those        kinds       of    causes          of       action

15                            am    quite       confused             about          what       is    the       nature          of    the

16   allegations             of     the    Estate          because             from       all       the    documents                  have

17   reviewed           my     impression             is    that          at    some          point       the    estate             argues

18   one    thing       and        the    other       thing               dont           know              do    not       have

19   clear       idea     or       picture       in    my       mind       of       what       kind       of    thing          is   that

20   is    being     actionable                       suppose             that       this       is    because             of    the

21   nature       of the           Anglo-American                common             law       style       of    the       legal


22   proceedings                     dont know

23                      Have        you    read       case       law       in       the       State       of    Texas          on   the

24   tort of        breaching             an    informal             fiduciary                relationship

25                      Not        that         remember




                                                                                                                                                    00953
                                                                                                                                  71




                         Okay        so    thats            not           claim       you   are     familiar       with           is


     it

                         If    you    are       asking          me    if          have        general                             of
                                                                                                               knowledge

     the    English           language          in    what          you     are    saying            assume        but


     have    not     read       case       law       in     that      sense        that        recollect

                      Okay            And       its true                  isnt it           that     in       Mexico


     private       trust relationships                          are       not     recognized

                     Well                 have       been            comparative            law     lawyer       most       of    my

     life    both     --



10                    Please          answer           my      question            sir        Are    private       trust

11   relationships              recognized                in    Mexico

12                   Thats                 leading             question               Its inappropriate                     you

13   are    making       the     question              in           manner        that        can    not       respond       in


14   the    manner       in     which       you       are       making          the    question

15                   All        right           well           let    me     try again              If    two    private

16   citizens        neither           of       which          is         registered          trust company                 agree

17   between       themselves              to    have               trust       relationship             --


18                   Trust           meaning          what

19                   One        party       is       holding          property           for the         benefit       of


20   another

21                   There           can    be       the       functional             equivalent          to      trust

22   yes     in    the     manner          that       your          describing           it

23                   And        its        your       testimony             that       there      are     cases

24   enforcing       those           relationship                     Not          contract

25                         am    not       aware          of    case       law     for that         specific




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     question                 dont know

                        Now        you    have       said     you     feel       safe       when    you    travel      in


     Tamaulipas               Are       you    aware      that       the    United          States       Department         of


     State        has   issued            travel       advisory

                        It    is    my    understanding               that       there       was    in    the   past


     travel        advisory

                        Well        in    fact        there       wasnt          one    in    the       past    there       is


     one      in    fact       right now              did     you     not       know    that

                        No

10                                 MR FISHER                May        approach             the    witness

11                                 THE    COURT           You     may

12                      By Mr Fisher                   Would         you    please          look    at    Exhibit      D-2

13                      Sure

14                                 MR     FISHER            Your      Honor           since       this    is


15   governmental             publication             Im      going        to    offer       it    into evidence

16                                 MR     HESS         No     oblection

17                                 THE    COURT           Admitted

18                      Should            read       it
19                      By Mr Fisher                          will     point          you    to    certain      parts

20   Turn     to    page           if    you would            please             At    the    bottom       of   that

21   page     there      is         section         specifically                related       to    Tamaulipas

22                      Uh-huh

23                      And    it       says        among     other        things           and         quote    You

24   should        defer      non-essential             travel         to       the    State       of    Tamaulipas

25   All    USC     employees                 and      will       represent            to    you    thats       United




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     States      Government

                       Okay

                                 employees             are       prohibited                 from    personal             travel          on


     Tamaulipas         highways             outside             of     Matomoros             and       Nuevo       Laredo          due

     to   the    tenuous          security             situation                       Were    you       aware          of    that

                       No             was    not       aware          of     that

                       And       so    employees             of       the     United          States          government                are

     forbidden         to    travel          on    those          highways

                       Thats           what       you       are       showing           me

10                     And       if    you will             turn        back       to       page             in    the       next       to


11   last      paragraph              this government                      publication              says           United

12   States      government             personnel                and       their families                    are    prohibited

13   from      personal          travel       to       all       areas        to       which       it    is       advised          to


14   defer      non-essential                travel               When        travel          for       official             purposes

15   is   essential              it    is    conducted                with        extensive             security

16   precautions                 United       States             government                 personnel             and    their

17   families are            allowed          to       travel           for       personal          reasons             to    the

18   areas      where       no    advisory             is    in       effect           or    the    advisory             is    to


19   exercise         caution               And    with          regard           to    the    genera              public           it


20   says       and         quote           While           the       general           public          it    says           and


21   quote       While           the    general             public           is    not       forbidden             from       visiting

22   places      categorized                under       defer           non-essential                   travel           United

23   States      government             personnel                will        not       be    able       to    respond          quickly

24   to   an    emergency             situation             in    those           areas       due       to    security

25   precautions            that       must       be    taken           by    United          States          government




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     personnel           to     travel         in    those        areas             Does    that    sound       like

     safe     place        to      go    to    you

                         Should               respond        candidly

                         Yes

                         Okay

                         Please          do

                         My     clients               lot     of       the    work    that         do    is    represent

     American        clients             doing       business           in    Mexico       and    they     frequently

     travel       between           Monterrey           and       Laredo       and    also       between       Monterrey

10   and    Reynosa           for       the    purpose        of       doing    business           and     because      they

11   want    to     buy American                goods        or    something           and       they    are    seldom       in


12   agreement           with       this       kind     of    circular          and               travel              have
                                                                                       they

13   --    none     of    my       clients          have     ever       paid    too    much       attention            In    my

14   opinion         you        are      trying       to     magnify            problem          that we       have    in


15   Mexico

16                       When       you       say    you           you       mean    the    government          of    the

17   United       States

18                       No             mean    you

19                       Well             only       read what           this       says     sir

20                       But       you    are       asking        my    opinion            You    asked       for my

21   opinion      and              requested                                          to
                                                      your        permission                speak       candidly       and


22   am    giving        my     opinion         about        what      you     are    saying

23                       Okay            And    its        understandable              that       people       trying       to


24   do    business           in    this       region        would       resent            publication          like    this

25   because      it would               hurt their           business              wouldnt        it




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                         Well        you       can      go    to     the     public        records         of    the       amount

     of     trucks       that      cross        every         day     between           the   two     Laredos              between


     Reynosa        and       McAllen           and      you       would      be    impressed              and         assume

     that     if    those         trucks        cross         the     border            its     because          they       didnt

     have     an    incident

                                   MR      FISHER               No    further           questions           Your       Honor

                                   THE     COURT              Okay

                                   MR      HESS              Just          few      Your      Honor

                                        REDIRECT         EXAMINATION

10   Questions          By    Mr Hess

11                       If        person          goes       and     files             lawsuit       in    Nuevo          Laredo

12   when     asked       the      question                   hypothetical               question           if         person

13   in   Houston         files            lawsuit            in     Nuevo       Laredo         in    court           in


14   Mexican        Court          right           and       lets         say they        even       want       to    go   and


15   attend        in   court       themselves                for     the    proceedings              in    that       lawsuit

16   right         could      they       get       there       by     flying        to    the    Laredo

17   International                Airport          in    the       American         side      and     how       far    would

18   they    have       to    drive        to      the       courthouse            in    Nuevo       Laredo

19                      For       the    federal             court

20                      Federal          court           right

21                      Its             few     blocks         from        the     old    bridge

22                      So         few     blocks            into Mexico

23                      Yes         And       the       state        court       you will        have       to       drive

24   through       one       of    the     main         roads        to    something          which        is    called

25   Palaclo       de     lusticia            is     where         all    the      state      courts        are




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                    Would          that     require the            person           coming       from       Houston       who

     actually      decides          to    go    to    court        even        if    they       dont        have    to    in


     Nuevo    Laredo          to    travel       on    these       highways             between           Laredo    and


     Monterrey

                    No        because          courts       are    within           city       limits

                    And       the    city       is    right next             to     the    United          States

                    Right            Actually              they    touch          the     river

                    Right           Nuevo       Laredo       goes       right up           to    the       river

     right

10                  And       Reynosa           too

11                  In    Reynosa              too         And    in    fact         Sylvia          Dorsey       and    the

12   Estate     have      in       fact        already       filed            lawsuit           in    federal       court

13   in   Nuevo    Laredo           Tamaulipas              right

14                  That       is    shown       by    the       documents                have       reviewed

15                  Thank          you

16                             MR        HESS         Your       Honor              have       nothing       further

17                             THE       COURT         All       right            Let     me    clarify       one

18   thing        The    lawsuits          that       are    currently              pending          in   Mexico         do


19   they    relate      to    Eduardo          Longorias              Estate

20                             THE       WITNESS            They       challenge           the       Eduardo

21   something      is    at       the    court       in    Eduardo          Longorias               probate       Estate

22                             THE       COURT         Okay            To    your       knowledge            is    there

23   anything      pending          there      that        relates          Dorothy        Longorias              Estate

24                             THE       WITNESS            No

25                             THE       COURT         Okay            Thank      you           Anything          further




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                                  THE     WITNESS                am       sorry             am    sorry        can

     clarify

                                  THE     COURT           Sure              asked       you        yeah        you       can


     clarify                 opened       that      door

                                  THE     WITNESS              The    petitions             were    made       by    the

     Estate      of    Dorothy           Longoria         in    that       sense            One    of    the    petitions

     was    filed      by     the      Estate       of    Dorothy          Longoria          challenging             the

     probate      procedure              of   her    husband               The       other       petition       was       filed

     by    the   sisters Sylvia                  and      Adriana          Longoria          Kowaiski

10   challenging            the     probate         procedures             of    his    father          Eduardo

11   Longoria          Sr

12                                THE     COURT           Okay

13                                THE     WITNESS              They       say    in    the       petitions          that

14   they     claim     for       the     protection            of    the       federal          judiciary          because

15   thats       the    only        remedy       they      have       to    obtain          restoration             of    their

16   rights

17                                THE     COURT           Okay        and       in    your       affidavit           do    you

18   fee      like     you     have       made      that       clear       as    to    the       different

19   litigation         that        is    ongoing         in    Mexico                 scanned          your

20   affidavit          but       the     points         you    are       making       to    me    now     are                  in
                                                                                                                     they

21   your     affidavit           as     to   the    nature          of    proceedings             going       on    in


22   Mexico

23                                THE     WITNESS              Yes              made    reference          to       the

24   amparo      proceeding                    highlight             this       kind    of       protection          they

25   are    asking      for               highlighted            that       they       affirmed          that       that       is




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     the    only       remedy        they       have       and       thats        why       they       are       going    to       the

     Court          But         didnt           make       this explanation                      or    explain          the

     nature       of     the    juicio          or    amparo

                                 THE       COURT               All    right           thank       you            You    may    step

     down

                                 THE       WITNESS               Thank       you

                                 MR FISHER                      Professor             Gabaurdi             was    our    second

     and    final        witness       for       our       side

                                 THE       COURT               Thank       you              guess          at    some    point

10   have    to     be    definitive                       mean        Im        going       to       --    whatever          is


11   going    on              think    330           is    the       latest            want       to       hear things

12   further             Im     not    trying             to    short       circuit          it       or         guess         am


13   trying       to     short       circuit          it        but         have       got       all       sorts of

14   paperwork           in    front       of    me              have       heard          the    gist of          the

15   different           aspects       of       the       argument          for       which       forum          the

16   counterclaims              should          be    in       and    there       is       three       or       four    key

17   things       that          have       to    think          through          to    be    presented             but    with

18   that    being        said       you    can       present          your       evidence             and         just       like

19   to    shoot       for       330        conclusion                to    all       this

20                               MR        FISHER               Yes        sir

21                               THE       COURT               Given       that       you    told          me    that    this was

22   going    to       take     an    hour

23                               MR FISHER                      That       was    our       case

24                               THE       COURT                 always          double          or    triple          what

25   attorneys           tell    me         My       feeble          attempt          at    humor




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                              MR FISHER                  If    you    can    give     us         five    minute

     break      that      may streamline                things

                              THE      COURT            Okay        five    minutes

     At     which    time the          Court       took         short       recess
                              THE      COURT            All    right        you     are    going    to   call


     your     witness       now

                              MR       FISHER            Yes        Your    Honor          Its     my


     understanding           that      the    Movant          has    rested               just want      to


     clarify     that

10                            MR HESS               Yes

11                            MR FISHER                  Your       Honor     we     call    Mr     Fernando

12   Elias-Calles

13                               FERNANDO          ELIAS-CALLES             ROIlO


14   called     as        witness           after       first having          been        duly   sworn

15   testified       as     follows

16                                      DIRECT          EXAMINATION

17   Questions       By    Mr Fisher

18                   Would       you    please          state       your    name      sir

19                   Fernando          Elias-Calles             Romo

20                   Where       do    you    live        sir

21                        live    in    Mexico          City

22                   What    do       you    do    for         living

23                   Fm          petitioner             lawyer

24                   How    long       have       you    practiced          law

25                   Since            graduated          law    school       in     98




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                    Where           did    you    go to          law    school

                    In       Mexico              went       to    law       school       at    Escuela          Libre      de


     Derecho       and       then          obtained               masters            degree         at    the


     University         of    Chicago        Law       School


                    And       in     what    areas          do    you       practice

                         do    civil        and       commercial             litigation             and    also


     corporate      work

                    Let       me     get    the       right to          the       point       of    your    testimony

     Do   you    know    Sylvia           Dorsey       and       Adriana          Longoria

10                  Yes              do

11                  And       are they           clients          of    yours

12                  Yes

13                  In       what     matter          or matters             do    you    represent             them

14                       am    representing                 them       in    an    amparo          proceeding         in


15   Nuevo      Laredo

16                  Have       you        ever    represented                James       Thomas          Dorsey      as    the

17   Executor      of    the       Estate        of    Dorothy          Longoria

18                  Yes             have

19                  In       what     sort of          proceeding

20                  We       filed          amparo          proceeding             but    that       amparo

21   proceeding         is    not     pending          anymore          because          we   decided           to


22   concentrate         our       efforts        in    the       Sylvia          and    Adriana          personal

23   amparo     proceeding

24                  Okay            So     there       is    one       amparo        proceeding            pending         at


25   this    time




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                     Yes        sir        this       is

                     And    what       relief          is        being    sought          in    that       case

                     The    only       relief          is    we        have    requested             the

     constitutional             judge       to    grant           us    protection             and    relief        and


     order    the    state       court       to       respect           the    due       process          of   rights       so

     the   only     effect       would       be       to    order        the       judge       to    give      notice       due


     notice    to    Sylvia       and       Adriana          as        descendents             of    Eduardo        Longoria

     Theriot      and     give    them       access          to        that    probate          matter

                     So    this       is    the       case        involving          the       probate         of   Eduardo

10   Longorias          Will

11                   Yes

12                   It    does       not    involve             probating           any Will             of   Dorothy

13   Longoria        is    that       right

14                  Yes

15                   Now        who    is    the       defendant              in    that       case

16                  The     defendant             is       the    court            the    family          court     from

17   Nuevo    Laredo

18                  So     this       petition             you    filed        on    behalf          of    Sylvia     and


19   Adriana      was     it     filed       in            state       court        or         federal         court

20                  Federal           court

21                  So     it    is    not       in         state        court       of    Tamaulipas

22                  No      it    is       not

23                  But     it    relates             to         case     in       state       court

24                  Yes

25                  And    that        case       involved             the     probating             of    Eduardos




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     Will

                        Yes

                        Now           in    connection             with       the    petition             you    filed           was

     it   necessary              to    have       notice          served       on    Shelby          Longoria

                        When          we    filed          the    complaint              which       is    named                 the
                                                                                                                       per


     amparo       statute              which          is    named       at    that       moment           the    defendant             as


     we   would        he     adequate            the       authority           and       once       the    court          of    Nuevo

     Laredo       informed             and       gave       us    access       to    the    probate             file        we

     identified             as    third parties                   or    third       interest          parties              Mr

10   Shelby       Longoria             and       Mr        Eduardo       Longoria           Jr            and    we    then

11   named    them          as    the       third interested                   parties

12                      Okay               And    under          the    procedures          applicable                to    this

13   kind    of         case           who       effects          service       of       process            Is    it       the

14   lawyer       or    the       court          or    someone          else

15                      An       official             from       the    court

16                      And       tell          this       court       what    happened          when       the       Mexican

17   court        the       Mexican             federal          court       attempted          to    serve       Mr

18   Longoria

19                      Well           the       Mexican          official          of    the    court          first tried

20   to   serve        Mr        Shelby          and       Mr     Eduardo       Longoria              Jr         at    an


21   address       in       Ciudad          Reynosa              Tamaulipas               And    that       address             was

22   obtained          because             in    the       probate       court       file       of    Eduardo          Longoria

23   Theriot           when       Mr        Shelby          Longoria          appeared           he       named       or


24   designated             his       address          with       an    ID    stating       that          his    address          was

25   in   Ciudad        Victoria                 When        the       official          from    the       court       went       to




                                                                                                                                             00965
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     that    address               it        appeared          to       be          commercial         building         that       was

     unoccupied              and       there       was            sign        for    lease           All    this       in    the

     court       file             After        that          the        Court       ordered      that       Mr        Shelby

     Longoria          and        Mr         Eduardo         Longoria               Jr     be    served          at    the


     procedural              address           that       they          had    designated            in    the    probate

     proceeding              of    Eduardo           Longoria                Theriot           Then       the    official           from

     the    court       proceeded               to      go     to    that       address          and       its          notary

     publics           office                  think         if          recall       correctly             Notary          Public

     No     97    in    Nuevo           Laredo               And     they       did      not    accept          service       on


10   behalf       of    Shelby           Longoria              and       Eduardo         Longoria           Jr         stating

11   that    even       though           that        they         had        handled      some       business          for    them

12   that    they       had        concluded              that       and       that    they      thought          that       they

13   resided       in    the           United        States                  After    that       we       requested          the

14   court       per    the        Mexican           statutes                that    Mr    Shelby          Longoria          and    Mr
15   Eduardo       Longoria                  Jr         be     served          through         rogatory          letters which

16   is    the    way             Mexican          court          can        request      the    aid       of         foreign

17   authority          to        do    the     service             of       process      and    we       had    designated

18   their       home    addresses                 so     they       can       be    served      and       the    due       process

19   right is          duly        respected              on      their behalf                  And       those       letters

20   rogatory          are        in    process           of      being        delivered

21                      When           did    you       file this              petition         to    start the             amparo

22   case

23                      We        filed       it     at      the     beginning            of    June             think       on    the

24   6th    of   June         2013

25                      So    June            July           August           and    September                        and
                                                                                                          passed              you




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     werent        able        to    get       Shelby        Longoria          served

                         No

                         And    to    this day              has    he    appeared           in    the      case

                         He    has    filed           an    appearance                    think       this       happened

     lust     last week               But       thats         the       only       thing       that     has      happened

                         Do    you    anticipate              that       it    will       be                       for
                                                                                                 necessary

     Sylvia       Dorsey        and       Adriana           Longoria          or    either       of     them to         travel


     to    Tamaulipas           in    order       for you           to    proceed          with       the       case    that

     you     filed       there

10                       No

11                                   MR FISHER                Nothing          further           Your       Honor

12                                  THE    COURT             All    right

13                                             CROSS-EXAMINATION

14   Questions       By        Mr Hess

15                   Mr Calle

16                   Yes

17                   So        Mr     Longoria              has    appeared          in    the    case

18                   He        has    filed       an        appearance

19                   Right                He    has        submitted          to    the    personal             jurisdiction

20   of    the    court

21                   To        the    jurisdiction                        dont           know    whether          or    not    the

22   term    personal           jurisdiction                  we    dont           use    it     but       to    the

23   jurisdiction              of    the       constitutional              court           yes        he    has

24                   And        he    filed       the        case    because                    believe          that       that
                                                                                         you

25   court       could        exercise          jurisdiction             over        Shelby                            in    this
                                                                                                  Longoria




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     cause       of    action              right

                           No         Can             clarify

                           Sure

                           In    Mexico             we    filed         that    amparo          proceeding             to    question

     the    acts       of       an    authority                    If           would                       the                          as
                                                                         you                equate                    procedure

     Mr     Gabaurdi             has       already            stated            The       defendants             in    that       case

     or    the    plaintiffs                   in    the      case       would       be    Adriana          and       Sylvia

     Longoria          and       the       defendant               is    the    court       as       an    authority               So


     thats       why        we       filed          there           So    Mexican          law       the    jurisdiction                in


10   that    case          isnt           in    Nuevo         Laredo       because          thats           what       the    amparo

11   statute          states          and       we       are basically                           could
                                                                                          you                   say that          we    are


12   suing            judge          and       we    are      requesting             constitutional                   protection

13                         You       are       suing           judge       because          youre           challenging

14   actions          of         court          in    Tamaulipas

15                         Yes

16                         Right               And       it   is    your       belief       that          the    courts       of


17   Tamaulipas             should             have       jurisdiction               to    address          challenges             to


18   actions          --    try       again               Its       your       opinion          that       the    federal

19   courts      of        Tamaulipas                should         have       jurisdiction                to    address          such

20   challenge             to    an       action         of   the        state       court       of       Tamaulipas

21                                    MR FISHER                     Objection              vague            Federal          courts

22   of   Tamaulipas                 is         contradiction                  of    terms

23                                    MR        HESS           Federal          courts          in    Tamaulipas

24                         By Mr Hess                         Its        your       belief       that       the       federal

25   courts      in        Tamaulipas                have     jurisdiction                 to    entertain            or     to    hear




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                                                                                                                            86




          challenge         to    the     actions       of         state       court          of    the    state       of


     Tamaulipas

                            would        say     yes        with         clarification                     Federal

     courts       in   Mexico           have    two    kinds       or    they       address          two wishes

     One    is    federal         matters        and    others          are    lust       constitutional

     matters           In    this        case we       are       just    speaking             as    to    the


     constitutionality                   process       of    amparo           so         would       say yes            just

     in    this   case           just     in    the    amparo       proceeding

                       And       for     that    purpose          you    felt       it    was                          to
                                                                                                    necessary

10   service      Sylvia          Longoria            right

11                     Uh-huh

12                     And       you    have     heard       been       here       all    day        right

13                     Yes

14                     And       you    heard        this    morning          that       he    consented          to


15   personal      jurisdiction                 in    Mexico

16                          heard         yes

17                     And    you       are     aware       that        in    fact        he       has    filed         paper

18   appearing         in    the       amparo        proceeding          in    Nuevo          Laredo

19                     Yes

20                     Thank       you

21                                MR      HESS         Nothing          further

22                                fIR    FISHER             Nothing          further          from       here

23                                THE    COURT          Thank       you            You    may step          down

24                                MR FISHER                 We   call        Mr     Ilan       Rosenberg

25                                        ILAN       ROSENBERG




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                                                                                                                     87




     called    as        witness            after          first having           been    duly      sworn

     testified      as     follows

                                         DIRECT           EXAMINATION

     Questions      By     Mr       Fisher

                    What       is     your       full           name

                    Ilan       Rosenberg

                    How       old     you       are       you     sir

                         am    39     years          old

                    Where       do       you     live

10                       live       in    Philadelphia                  Pennsylvania

11                  What       do    you        do    for         living

12                       am    an    attorney

13                  How       long

14                  Practiced             law        for about          fifteen       years

15                  When       did       you     become          licensed        to                 law     first
                                                                                      practice

16                       originally              became          licensed        to   practice      law   in


17   Mexico   and    then       became           licensed          to    practice        law   in   the

18   Commonwealth         of    Pennsylvania

19                  Where       did       you        go    to    law    school

20                       went       to    law        school       at    the     Escuela    Libre     de   Derecho

21   in   Mexico    City

22                  And       what       degree           did    you    obtain

23                  The       degree        is       formerly          called                    A-B-0-G-A-D-0
                                                                                  Abogado

24   Its      bachelors              of     law

25                  Is    it    comparable                 to      juris doctorate             degree     in   the




                                                                                                                          00970
                                                                                                                             88




     United     States

                      Correct

                      And       have    you    earned          any    other     degrees

                           have              have    earned            Master       of    Laws       from       the


     University        of       Pennsylvania             Law    School       and         Master       of


     Comparative           Laws       from    the    University          of    Pennsylvania                Law

     School


                      Are       you    licensed          to    practice       law    in       all    courts       in    the

     nation     of    Mexico

10                    Correct

11                    In    what       courts       of    the    United       States          are    you    licensed

12   to    practice        law

13                         am     licensed      to       practice       law    in    the       Commonwealth             --


14   all    courts     of       the    Commonwealth             of    Pennsylvania              as    we         as    the

15   Eastern     Middle           Districts         of    Pennsylvania              the       Eastern       District

16   of    Wisconsin            the    Northern          District       of    Illinois              the    Third

17   Circuit     Court          of    Appeals        the       Third    Circuit          US    Court       of


18   Appeals         the    Federal       Court          of    Appeals        and    the       United       States

19   Supreme     Court

20                    For       how    much    of    your       professional             career       have       you

21   been     involved          in    litigation          in    the    United       Mexican          states

22                    Ive        been    engaged          in    litigation          in    Mexico          since

23   graduated        law       school        uninterrupted

24                    For       the    entire       fifteen          years    or    so

25                    Correct




                                                                                                                                  00971
                                                                                                                        89




                      And       have    you    ever       handled       litigation            in    the    state      of


     Tamaulipas

                      About            dozen       times

                      Were       any    of    those       cases       tort       cases

                      Every       single       one    of    them

                      And       have    you    handled          cases       in    the    United      States         which

     involved        the     law of      Tamaulipas

                      Yes

                      And       were    any    of    those       tort       cases

10                    About       seventy

11                    Seventy

12                    Seven       zero

13                    Okay         Are       you    fluent       in    Spanish

14                    Yes          am

15                    Have       you    ever       been    recognized             and    accepted         as   an


16   expert     in    Mexican          law    by    any    court       in    the    United      States

17                         have         Ive        been    accepted          as    an    expert     in     Mexican

18   law   by   the    190       District          Court    of    Harris County                     believe

19   thats      the    proper          name         And    Ive        been       accepted      as   an     expert      in


20   Mexican     law       by    the    Northern          District          of    Texas       Dallas       Division

21   and   Ive       been       accepted       as    an    expert       in       Mexican      law by       the

22   Central     District          of    California              US    District          Courts     of     the

23   Central     District          of    California

24                    Were       you    engaged       by    me    as    counsel          for James         Thomas

25   Dorsey      Independent             Executor          of    the    Estate          of   Dorothy       Longoria




                                                                                                                             00972
                                                                                                                   90




     to     opine   on    some issues         of    Mexican         law

                     Iwas

                     And    have    you    formed         some      opinions        relating       to       this

     case

                          have

                     Did    you    write      an    affidavit          setting       forth       your

     opinions

                          did

                             MR     FISHER              May      approach          the    witness           Your

10   Honor

11                           THE    COURT           You       may

12                   By Mr         Fisher          Is    Exhibit       D-1         copy    of    your

13   affidavit

14                        believe       its    actually          the    original           but    no


15   exhibits

16                   No    exhibit

17                   Correct

18                           MR FISHER                  Your    Honor        may         substitute            copy

19   with    the    exhibits       attached

20                           THE    COURT          Any        objection

21                           MR     HESS           No     Your      Honor

22                           MR     FISHER              Thank    you

23                   By Mr Fisher                  Please       identify       Exhibit          D-1
24                  Thats         the   affidavit               executed             believe           on


25   September      30th    of     this    year




                                                                                                                        00973
                                                                                                                            91




                      Did       you    write       this    affidavit

                           did

                      The       affidavit          has    two    exhibits               Can   you     identify

     those       please

                      Certainly               The    first of          the    exhibits         is     my      CV       The

     second      of   the       exhibits       is    the       Spanish       language         version          of


     court      opinion         that         transcribed          or         translated          into         English

     in   the    body      of    the    affidavit

                      Now        Exhibit             your       curriculum          vitae        does         it


10   accurately         set      forth       the    facts       therein            Is    it   true and

11   correct

12                         believe       that       its correct               yes

13                    And       is    this    affidavit          true    and       correct       in      so    far     as


14   it   relates       facts

15                    To    the       best    of    my knowledge              yes

16                    Okay

17                               MR FISHER                And    Your    Honor           we   offer        Exhibit

18   D-1

19                               MR HESS             No    objections

20                              THE     COURT            Exhibit       D-1    is    admitted

21                    By Mr Fisher                   Lets        talk    about          claims      for       breach        of


22   fiduciary        duty

23                    Certainly

24                    If    Mr Dorsey               as    an    Executor       of       the   Estate          of


25   Dorothy     Longoria             were     to    try to       bring      his        claims      in         court        in




                                                                                                                                 00974
                                                                                                                              92




     Tamaulipas            would        those          claims       be    recognized

                      Are we           talking          substantively

                      Yes

                      There        is      no     cause       of    action       for    breach        of    fiduciary

     duty    under     the        laws       of    Tamaulipas

                      So     if    he      were        to    file there          the    claims        that    he    has

     filed    in     this Court                 would               remedy       be    afforded
                                                             any

                      None

                      Is    an     informal             fiduciary          relationship              recognized

10   under    the     laws       of     State          of    Tamaulipas

11                    Neither           formal          or    informal          are    recognized

12                   Were        you       present           when    Dr     Gabaurdi          testified

13                         was

14                   And     did        you       agree       with       what    he    said     about       private

15   trusts       being     enforced              in    Mexico

16                   Well          private             trusts        the    Mexican          Supreme        Court       has


17   expressly       said        that        Mexico          does    not    recognize           private       trusts

18   It    recognizes        statutory                 trusts        statutorily             based     relationships

19   where    the    trustee            is    also            financial          institution which                  are

20   the    Supreme        Court        has       explained          is    viable       in    Mexico        due    to


21   regulatory       and        legislative                 oversight          of    banking        activities

22                   Is     there          any     tort       thats        recognized           in    Tamaulipas

23   that    could    apply           to     the       claims       that    the       Executor        has    asserted

24   in    this   Court

25                   The     only          thing        that    would       remotely          be     actionable          is




                                                                                                                                   00975
                                                                                                                                       93




     perhaps        an    unjust           enrichment                claim

                         Would        that       claim          be    available             to    the    Executor          in    this

     case

                         Not     in    this case                 no

                         Why     not

                         Because           that       action          is    time          barred

                         By    statute           of    limitations

                         And     by    statute             of    repose

                         What        was    the       difference

10                       The     statute          of       limitations                is         waivable           its      simply

11   the    amount        of    time        --    under          Mexican             law    its     not       called       the

12   statute        of    limitations                  its           called          prescription              and       its     the

13   loss     of         right by           the       mere passage                   of    time

14                       And    what        is    the       statute             of    repose

15                       The    statute           of       repose           which          is    actually          in    Spanish

16   called        Caducidad               C-A-D-U-C-I-D-A-D                          is    essentially             the    --


17   provision           of    the     law       that       is    created             as         matter       of    public

18   policy        that       will     bar       any       future          actions

19                       Can    that        be    waived

20                       It    can     not

21                       And    how        long       is    the       period          of    the    statute          of    repose

22                       The    statute           of       repose          is    five       years       and    the       statute

23   of    limitations           is        one    year

24                       Just    so        Im clear               it       is   your        testimony          that       the

25   statute       of     repose           is    non-waivable




                                                                                                                                            00976
                                                                                                                                        94




                           Thats correct

                           In    addition           to    the       simple          fact       that       the    cause       of


     action       isnt           recognized              in    Mexican          law           would       the    law of


     Tamaulipas              recognize             any    obstacle             to    anyone          trying       to    bring

     claim       of    breach           of    fiduciary             duty

                           Well         there       is    certainly                  lot       of    procedural

     obstacles              more than              anything          else           as    Dr        Gabaurdi          explained

     earlier perhaps                        the    biggest          problem          is       that         complaint              as    we

     know       that       in    Mexico            is    functionally                                      judgment          motion
                                                                                          summary

10   You    have       to       have        all    of    the    information                   that       could    be    available

11   to    you    on       the    day        you    file            complaint             because          you    are       not


12   really allowed                    to    amend       pleadings             or    introduce             evidence          that

13   has    not       been       identified              at    the       outside               So         guess       maybe

14   adding       to       that        is    the    fact       that       there          is    no    discovery          and       there

15   is    no    ability          to        inspect       accounts              so        no        it    could       not    be


16   brought          in    Mexico

17                              will        represent          to    you       that       under          Texas    law       if


18   fiduciary             duty       is     owed        the    fiduciary                has    an       affirmative             duty

19   of    disclosure             and        claims       can       be    brought             for         failure       to


20   disclose               Is    there           anything          like that             recognized             in    Mexican

21   law

22                         No

23                         Would             court       in    the       state       of       Tamaulipas          have

24   jurisdiction                or    Shelby           Longoria          if    the       Executor          of    the       Estate

25   of    Dorothy          Longoria              were    to    sue       him       on    the       theories          presented




                                                                                                                                             00977
                                                                                                                               95




     here

                      The       Court    in    Mexico          would       not       have       original

     jurisdiction           because       the             guess           Mr Longoria Shelby                         is


     admittedly             resident          of    the       United       States          and    causes       of    action

     in    personam        are    --    the    jurisdiction                of       Mexican       courts       and    the

     courts     of    Tamaulipas          specifically                in              some actions             is
                                                                               per


     dependent        upon       the    residence             of    the    defendant               So    if    the

     defendant        does       not    reside       within                wont        call       it    jurisdiction

     but    within        the    territorial             ci   rcumscri pti on              of    the    Court        then

10   no     there     is    no    original          jurisdiction

11                    You       have    heard       it    --       have    you       been       present       throughout

12   the    hearing        today

13                         have

14                    All       right         You    have          heard       it    said       that    Shelby

15   Longoria        is    voluntarily             submitting             to    the    jurisdiction             of    the

16   courts    in     Tamaulipas

17                    In    federal       court           the       amparo          court

18                    All

19                    Im sorry                 just want             to    clarify

20                    All

21                   All

22                               fIR    HESS              want       to    make       it    clear        all    courts

23   in    Tamaulipas           either    federal             or   state

24                    Understood

25                    By Mr Fisher                   Is       it   your        testimony          that         court      in




                                                                                                                                    00978
                                                                                                                                            96




     Tamaulipas           would       dismiss                  case    against             Shelby          even       if    he


     vol untari             purported             to      submit       to       its    jun        sdi cti       on
                         There       is    two       aspects          to    the       jurisdictional                    argument

     one    is     the    personal             jurisdiction                     There       is                    distinct
                                                                                                       very

     likelihood                would       say       almost          certainly               court          that       receives

     complaint            that       sees            complaint             thats           filed       with       the       court

     has         duty     to    ascertain              ab      initio       to       whether          it    has


     jurisdiction                Thats            the       first thing               the    Court          must       do         If


     the    court        sees    that          the     defendant            is       not          resident            of    Mexico

10   the    common        practice             among        Mexican         courts          is     that         those       cases

11   get    dismissed                So    the       defendant             is    never       given          notice          and    the

12   action        is    never       admitted             to    process          by    the       court

13                       Sua    sponte           dismissal             correct

14                       That    is            sua     sponte         dismissal              correct                  There       is


15   separate           issue    as       well       with       respect          to    what            would          call


16   subject        matter       jurisdiction                   and    that          there       is         claim          pending

17   in    the     United       States          and       the       action       which       purportedly                               be
                                                                                                                           might

18   brought        in    Mexico          is         cross-claim                to    that       action               Now

19   understand            based          on    the       representations                   that       were       made          today

20   that    there        is    no    challenge                to    this       courts           jurisdiction                   over

21   the    Estate       or     over       the       claims          that       Shelby       Longoria             has


22   asserted            The     problem             is     that      the       claims       that       Shelby             Longoria

23   has    asserted           are    essentially                   standing          claims               If    an    action

24   were    filed       in     Mexico           there          is    no    question             that       the       Court       could

25   not    even    ascertain             whether              the    plaintiff             has       standing             to    file




                                                                                                                                                 00979
                                                                                                                                  97




     that    suit          So    it        could    not     entertain            the       substance        of    the

     dispute       if     it    cant         even    entertain             the       predicate        of    the

     fundamentals              which        are    does     the      party       have       standing        to    bring

     the     suit

                        You     are       talking        about       the    standing          of    James        Thomas

     Dorsey     as      Executor

                        Correct              My    understanding                is    that    Mr      Longoria          is


     challenging           Mr Dorseys                appointment                as    the    representative              of


     the    Estate         Executor           of    the     Estate          excuse          me
10                      Now      with        regard       to    the    third party                claims     that

11   Shelby     Longoria             has    filed        against       Sylvia          Dorsey       and     Adriana

12   Longoria

13                    Yes

14                    If      Shelby        were     sued       in    Mexico           and    lets         just    assume

15   hypothetically                  in    spite     of     everything               that           have                 the
                                                                                             you             said

16   court     took     the      case         exercised           jurisdiction               over    it     and


17   proceeded          could         the     Court       proceed          to    adjudicate          those        third

18   party    claims

19                    My      understanding               is    that       Adriana          and    Sylvia        Longoria

20   have    not     stipulated             to     the    jurisdiction                of    Mexican        courts       for


21   those    purposes               because        they       are    foreign          residents           there    is       no


22   way    that    the     court          could     adjudicate             those          claims     that

23   Mexican       court        in    Tamaulipas           could       adjudicate             those        claims

24                    You       understand           that       Sylvia          Dorsey       and    Adriana

25   Longoria       have        filed       an     amparo       action          in    federal       court




                                                                                                                                       00980
                                                                                                                                 98




                          do

                     What       is       an    amparo       action

                     An    amparo             action       is    an       action       that    seeks

     constitutional             redress             from    the       Mexican          federal       judiciary

     acting    as         constitutional                   court          as    against       the    acts       of


     authorities          or    individuals                 certain             very    limited       categories             of


     individuals          acting          under       color          of    state       law

                     Dr        Gabaurdi             testified             in    his    affidavit          that       the


     filing of       the       amparo          action       was       an       acknowledgement             of    the

10   adequacies           reliability and                   better             convenience          than    the       Mexican

11   judicial       system               Is    that       true

12                   Well           let       me    put    it    this          way     what    it    is    an    amparo

13   action    is    the       only       remedy          that       exists       as    far    as         know       in    the

14   world    to    obtain          Mexican          constitutional                   redress       against

15   Mexican       governmental                entity           so         cant        really speak             to    the

16   convenience                    dont           know    that       its             question       of    convenience

17   its       question             of    it       being    the       exclusive             court    that       can


18   adjudicate       the       constitutional                   violations             by    Mexican       government

19   authorities

20                   So    an       amparo          case    could          not    have       been    brought          in    any

21   other    courts

22                   No

23                   And       is    the       filing       of       an    amparo       case       some sort of

24   agreement       to    submit             to    the    jurisdiction                of    the    Mexican          courts

25                  Well            its        an    agreement             to    submit       to    that    court          for




                                                                                                                                      00981
                                                                                                                               99




     the    purposes           of    that       proceeding

                        But       nothing         more than           that

                        Nothing           more than           that       or    at    large        correct

                        Does        the    concept           of     minimum contacts               exist     in    Mexican

     law    --



                    No

                        --     as    to    personal           jurisdiction

                    Im          sorry for              not    letting          you    finish            No   it    does

     not

10                  What            about       the     concepts          of    specific          jurisdiction           and


11   general      jurisdiction

12                  The         concepts             themselves           dont        exist       but    what     the    way

13     would      articulate               it     is     and         will       use    the    terms       jurisdiction

14   and    competence              which         is    the       term of       art    in    Mexico

15   interchangably                 just    because           they       are    functioning             synonyms

16   forgot      where            was           The     --    can    you       restate       the    question            Mr

17   Fisher

18                  Specific               and       general        jurisdiction

19                  Yes             The     most        akin       way    to    explain       it    if       were

20   talking      about        US     law       is     that       Mexico       recognizes          essentially

21   something      similar to                  specific           jurisdiction               So    jurisdiction             is


22   assessed      on          case        by    case        basis         There       is    no    general

23   jurisdiction            of           particular              court         It    must    be    assessed        on

24   case   by    case        basis

25                  Now           have      you        read       Dr Gabaurdis               affidavit




                                                                                                                                    00982
                                                                                                                                        100




                             have

                        And        do    you       recall          he     makes       reference             to         Supreme

     Court       decision             regarding              service           of    process

                        Ido

                        Do       you     agree          or    disagree              with    his       opinion          concerning

     the    significance                 of      that        case

                             agree          with        the       significance              of    that       case       except          it


     has    no    application                 in      Tamaulipas

                        Why       not

10                      Well            let      me     distinguish                   Insofar          as    it                         to
                                                                                                                      pertains

11   the    exercise             of     jurisdiction                         dont      agree          that       that    case

12   speaks       to    jurisdiction                         It    does        not         It    speaks          to    service          of


13   process            To       the     extent          that        it      speaks        to    service          of    process

14   agree       that       the       case       says what              it     says but          it    deals          with

15   provisions             that        are      very        different              from    those       that          exist    in


16   Tamaulipas             vis-a-vis              service           of      process            original          service          of

17   process

18                      And       whats            the       significance              of       that    difference             as       it


19   relates       to       this       case

20                      Insofar             as     it    pertains              to    this       case        in    that       the

21   plaintiff              if         plaintiff              were        to    file       an    action          against       Mr

22   Longoria          in    Mexico              in   Tamaulipas                specifically                 they       would       have

23   to    identify          his       home        address           as      the     place       where       he       lives    and

24   the    place       where          he     must       be       served       with        process               That    requires

25   obviously              that       the       court        will        immediately             see        what       the    court




                                                                                                                                              00983
                                                                                                                         101




     will    immediately              see        is    that    the    defendant         is         foreign

     defendant        and        as          mentioned             earlier more likely                   than    not

     highly     more likely                 than       not     will       dismiss      it    sua    sponte

                      Finally               in    his       opening       statement          Mr     Carter       said

     that       Mexican          court           might       not    recognize           judgment          of    this

     court       Do    you       agree           or    disagreewith             that    assertion

                      Thats            --    pardon          me thats           wholeheartedly             wrong

     Mexican     courts          regularly                 enforce    foreign         judgments

     particularly           US    judgments                   Mexico       is   the    USs        their largest

10   trading     partner              the        US    is    Mexicos        first largest            trading

11   partner     or    largest              trading          partner       as   they    are       also    known         If


12   there     were    no    way        for       their reciprocal               judgments          to    be    enforced

13   between     nations              that        simply       wouldnt          be    the    case

14                    Is    there           any       or    opinion       concerning         Dr     Gabaurdi

15   affidavit        that       you        were       prepared       to    express         that         didnt     ask

16   you    about

17                    Not    that                can       remember

18                               fIR        FISHER            Nothing       further          Your    Honor

19                               THE        COURT            All    right

20                                          CROSS-EXAMINATION

21   Questions        By    Mr Hess

22                    Mr     Rosenberg                 you    are    not    admitted         to    practice       law    in


23   Texas      right

24                    That       is    correct

25                    You    are       not        an       expert    in    Texas      law     right




                                                                                                                               00984
                                                                                                                                  102




                        Nor    do            hold       myself out          to    be

                        Right            You       are    not       purporting           to    offer       any       greater

     knowledge          or    expertise             in    Texas       law    than        the       court       or    Texas

     lawyers       in    this room                 right

                        No

                        You    are       not       offering          any    opinions           about       whether           the


     allegations             that       have       been       made    in    this    case           by    the    Executor           of


     the   Estate        meet any             of    the       elements       of    any        cause       of    action

     under    Texas          either           are       you
10                      Thats           correct

11                      You    are       not       offering          any    opinions           about       the       legal

12   significance             on         forum          non    conveniens          consideration                    by      Texas

13   court    of   the        unavailability                   of      particular              cause       of       action     in


14   Mexico        right

15                      Only       to    the       extent       that       Texas    adopts              federal

16   standards          for forum             non       conveniens          which             am               familiar
                                                                                                    very

17   with          am        licensed          to       practice       in    federal           court       too

18                      Right            And            have    handled            lot        of    forum       non


19   conveniens         cases           at    the       courthouse          as    well             You    are       not


20   offering      yourself              as    an       expert       with    greater           knowledge             and


21   opinions      that        are       being          offered       to    this court              on    American          legal


22   standards      on        forum          non    conveniens

23                      No          believe             thats        the    job    of     the       Court

24                      Right           And        so    you    are    not       offering           any    opinions          on


25   the   legal    significance                    in         forum       non    conveniens              --    in       making




                                                                                                                                        00985
                                                                                                                                   103




     forum      non       conveniens             ruling       in    Texas       or    federal          court       of    the


     unavailability                  of         cause    of       action       in    Mexico

                          No         What         was    asked       to    offer       an    opinion          on    is


     whether         there       is       any    cause       of    action       under       Mexican       law       under

     the    laws      of    Tamaulipas              for the         claims          asserted       or    for       the       facts

     as    relayed         in    the       counterclaim             in    this       case         And    thats           the


     scope      of    my    opinion              that    there       is    none

                          And    you       are    offering          no    opinions          in    the    legal


     significance               in    the       United       States       or    specifically             in    Texas          with

10   respect         to         forum       non    conveniens             inquiry       of       the    expiration             of


11   statute         of    limitation or                statutes          of    repose           right

12                        Im sorry               that    is         little long

13                        Right           that    was         little       long         You       are    not       offering

14   any    legal         opinions          about       the       Court    in       applying       American             forum

15   non    conveniens               law    the    significance                of    expiration          of    statutes

16   of    limitation            and       statutes          of    repose           right

17                        Once       again        Im     not       offering            single          opinion          on    US


18   law   or   Texas           law         That        my    understanding                 is    the    role of             the

19   court

20                        And    you       are    offering          an    opinion       that       the    statute             of


21   repose     has        expired          in    Mexico

22                        Correct

23                        And    statute          of    repose       for       these    claims          would       be       five

24   years      right

25                        Correct




                                                                                                                                         00986
                                                                                                                                       104




                     And       so       these       claims       accrued             more than             five       years          ago

     right

                     Thats              my    understanding                     My    understanding                   is    that

     Mr Longoria Sr                          Eduardo       Longoria              Sr            passed       way       more than

     five    years       ago            And    my    understanding                   is    that       the       affairs          at


     issue    and    that          the       claims    at       issue           which          my    understanding                   is
     and    again             dont           purport       to    offer          any       opinion          on    US    law           but


     the    argument          is    arose       at    least       as       of    1983                     claims       that
                                                                                                any

     arosethereon              are       barred       by    the       statute             of    repose          yes         under

10   Mexican     law

11                   Because             they       accrued       more than                five       years       ago           right

12                   Well           any       unjust       enrichment                that       accrued          more than

13   five    years       ago        regardless             of    whether             it    was       discovered

14   yesterday       or       discovered             three       and            half       years          ago     no        Im        not


15   purporting          to    offer          any    further          opinion             on    that

16                   Right               And    were       you    aware          that          the    statute          of


17   limitations          in       Texas       for breach             of                                   four
                                                                            fiduciary                is               years

18                   No            As         said     Im        not            Texas          lawyer       nor       am


19   licensed       to    practice             in    Texas       or    familiar with                      statute          of


20   limitations          or       breach       of    fiduciary            duty           in    Texas

21                   Okay               Now     you    testified                that       in       Mexican       court          the

22   standing       of    the       Executor          would       have          to    be       resolved         first

23                   Well           its             threshold          issue          in       every      case

24                   So       its        your       testimony          that               court       would       want          to


25   know   whether           the       executor       is       the    proper             executor          before          it




                                                                                                                                             00987
                                                                                                                                   105




     reaches       the       substantive                 issues      in     the    case

                         No        What            am    saying        is    that       unless          Mr      Longoria

     were    to    concede          that       Tommy          Dorsey        is    the       legitimate

     representative                of    the       Estate         then       the       court        would       not       enter

     would    not       begin       to       study       the    case        in    Mexico          at    all               would     it


     not    entertain          the       case       at    all


                        Right            The       Court       would        not    entertain              the       allegations

     being    made       by    Mr        Dorsey          if    Shelby        Longoria             challenged              Mr

     Dorsey       as    Executor               The       court       would        wait       for       that     challenge          to


10   be    resolved          first

11                      No     they          would       dismiss          the     case            There        is    no    stay    of


12   actions       in    Mexico               The       case    would        be    dismissed              in    its


13   entirety            There          is    no    cause       of     action          in    Mexico        is       essentially

14   where    Im        trying          to    get       overall           because           the     court       could       never

15   assert       subject          matter          jurisdiction

16                      And    you       are       not    offering                     --    youre aware                       know
                                                                             any

17   you    are    not       offering          opinions           in      the     US    law         but              are    aware
                                                                                                           you

18   that    there       are       cases       that       address           in    the       US    the     legal


19   significance             of         foreign          courts                 For    example            in       some

20   countries          there       are       statutes          that        say        we    will       reject        subject

21   matter       jurisdiction                if    the       case     was       first filed              in    the       United

22   States            Are    you       aware       of    that

23                      Yes             am    aware       of    that

24                      And    you       are       not    offering           any       opinions           of    the       legal

25   significance             of    that       rejection             of     subject          matter        jurisdiction




                                                                                                                                         00988
                                                                                                                              06




     in    the    foreign         forum

                         No       And    Im        not    talking          about       the    statutory           basis

     Im     talking         about            court       action            Im     assuming          you     are       talking

     about       the   assertion             of    jurisdiction              right

                         Right

                       By         second          Mexican       court       in    this       case

                       Right

                       Right            No        thats        not    what        Im    saying       at     all         And

     Im     not    offering            opinion       on    that            Im     just       saying       the     court

10   can    assess       the      standing          of    the    parties           then       it    certainly

11   cannot       entertain            the    substance          of         dispute

12                     In     any      event        if    the    Will       Contest          and    the     challenge

13   to    the    Executor          were      to    proceed          in    this    court       and               to    the
                                                                                                         get

14   end    of    that      proceeding             and    it    was       found    that       the    Executor           is


15   the    proper       Executor             there       is    no    more challenge                to    it      that

16   issue       would      go    away       in    Mexico

17                     Well         certainly             and    there       would       still       be     no    claims

18   to    be    asserted         in    Mexico

19                     The       Mexican          Supreme       Court       interpreting             the       provisions

20   of    both    the      Mexican           federal          and    states       Code       of    Civil


21   Procedure


22                     What       state           Im sorry

23                     Federal          and       many    states          Codes    of    Civil       Procedure

24                     Which        ones          sir

25                     Okay            The    Mexican          Supreme       Court                                    the
                                                                                             interpreting




                                                                                                                                   00989
                                                                                                                                    07




     provisions           of     Mexican          federal          civil       procedure           has       long       held

     the    position            that       parties          may agree          or    stipulate          to    submitting

     their disputes                  to      specific             court       even    when       that    court          can    not


     ordinarily           exercise           territorial                 un    sdi cti     on
                         Yes         the    Mexican          Supreme          Court       has    also    explained

     that    in     those        provisions             its        speaking          to    choice       of    forum

     clauses        in    contracts

                         Individuals              and       entities          are    fully       empowered          to


     relinquish           the        benefit       of       their       home    forum       and    submit          to    the

10   jurisdiction               of         particular             Mexican       court           right

11                       Correct            provided          they       are    afforded          the    process          and


12   the    action        is     allowed          to    proceed

13                       In     order       to    do    so        the    parties          must    execute               written

14   agreement           which        meets       the       two    basic       requirements             described             by

15   the    codes        in     the       Supreme       Court       of     Mexico          right        which       are       --


16                       Well         the    Mexican          Supreme          Court       has    actually          --


17                       --     which       are    unquestionable                    as    you    might       be    able       to


18   tell     Im         reading           from    an       affidavit

19                            know        exactly       what       you     are talking            about

20                       Unquestionable                 relinquishment                of    the    domestic             form

21   and    precise           designation              of    the    selected          court

22                       Thats            correct

23                       In     other       words           the    parties          can    execute            document             or


24   what    have    you        where        they       agree       to     jurisdiction            in    Mexico

25                   Yes              And    after          issuing        those      opinions           the       Mexican




                                                                                                                                         00990
                                                                                                                                   108




     Supreme        Court      explained             that       when     it    was    speaking             in    those

     terms        it was      talking          about       choice        of    forum       clause

                        The    parties          could       enter        into         choice          of       forum

                        As    far    as         understand               and         leave       it       at    that        this

     is    not         contract       issue            They        are    talking          about          choice       of


     forum       provisions          in    contracts               so    they       are              --             are
                                                                                           pre             they

     preselected             choice       of    forum       clauses           that    the       Supreme          Court        has


     been    talking          about            And         do    have     to    clarify          that          because        the

     Supreme       Court       thereafter             --    after             prepared          that       affidavit

10   explained          that    it    is       talking          about     choice          of    forum          clauses        in


11   commercial          and    civil          contracts

12                      Mexican       courts          recognize           the       ability          of    private

13   parties       to    determine             the    courts            jurisdiction             by       mutual


14   consent           for instance              by    including                choice          of    judicial           forum

15   clause       in    an    agreement          or    by       otherwise           contractually                submitting

16        dispute       to    the    dispute          to    the    jurisdiction                 of    the       court       or


17   arbitrable          tribunal

18                      Correct

19                              MR HESS                Thank           you     no    further          questions

20                              MR FISHER                   Nothing           further           Your       Honor

21                              THE       COURT            Thank        you

22                              THE       WITNESS               Thank     you       very       much        Your     Honor

23                              MR FISHER                   Your        Honor        my    last       evidence           is


24   just    to    request          judicial          notice       of     the       timing       and       contents           of


25   the    pleadings          in    the       case              can     quickly          run    through           what       they




                                                                                                                                         00991
                                                                                                                                 109




     are

                                    THE        COURT         All    right

                                    MR         FISHER         It    is    Shelby           Longorias           Contest         of


     2010     Will       filed          on        believe           on    June        18th        2013        the     Original

     Counterclaims                 of    James        Thomas       Dorsey        as    Independent             Executor

     filed     on    July 18th                  2013        Shelby       Longorias            Amended          Will


     Contest        of    2010          Will      they       amended       their pleading                 too        on


     August     30th           2013           Shelby        Longorias           Third        Party       Petition          filed

     on    August        30th           2013      and       James       Thomas        Dorsey        Independent

10   Executors            Original             Counterclaims              to    Shelby        Longorias              Amended

11   Contest        of    2010          Will      and       those       Counterclaims              were       filed       on


12   September           26th           2013

13                                  THE        COURT         All    right

14                                  MR         HESS         Your    Honor              would       add    one        which       is


15   the    fi rst       thing          filed     in    thi        case        whi ch             P1 ai nti    ff

16   Original        Petition             and     Demand          for    Trial        by    Jury        the    Plaintiff

17   there    being           Mr Dorsey                as    Executor           on     May    3rd 2013

18                                  MR FISHER                      dont        object        to    the    Court       taking

19   notice     of       it    but       that    was        not    this    case             That    was         separate

20   --    docketed           as         separate           case    and    not             part    of    this       case

21                                  THE       COURT          But    in    this        court

22                                  MR FISHER                 In    this       court         yes sir                And

23   dont     object           to       you    taking        judicial          notice        of    his    contest

24                                  THE       COURT          So    no    objection           as    to          between         the

25   parties        as   to        all    these        documents          or    all        these    pleadings             that




                                                                                                                                       00992
                                                                                                                          110




     were    just       stated        by    both       attorneys

                                    FIR    HESS         Correct

                                   THE     COURT         The     Court      takes       judicial          notice     of

     those       pleadings           and    their       documents        filed         of    record

                                   MR      FISHER            Your    Honor        we    want       to    declare     on


     the    record          that     our    client           Sylvia    Longoria             will    not


     voluntarily             submit        to    the    jurisdiction          of       the       Mexican    courts        as


          general       proposition              and    we    are    resting            We       just    renew     our

     request       that       the     Court       sustain       the    Objections                 the    Amended

10   Objections             that    were        filed    last Thursday                 September          26th      2013

11   Those       were       objections           to    the    affidavit       of       Shelby       Longoria        and


12   to    the    affidavit           of    Kristen Schlemmer                     And       with    that    request

13   we    rest        Your    Honor

14                                 THE     COURT         All    right

15                                 MR FISHER                 Thank    you

16                                 MR HESS              Your    Honor             lot       of    the    objections

17   listed       in    the    Executors               written       objections             from    last week        have

18   now    been       withdrawn           and    we would          like the                               to    file
                                                                                   opportunity

19   response          to   the     ones        pending

20                                 THE     COURT         All    right              will          allow    that

21   hate    to    open       the     door       for         flurry    of    responses             and    sir


22   responses          and    sir replies              and    stuff     like      that

23                                 MR FISHER                 Your    Honor        they       filed         long     reply

24   brief yesterday                        dont        understand          why    they          couldnt        address

25




                                                                                                                                00993
                                                                                                                                    ill




                                      THE    COURT              will       give          you    until        Friday      at     five

     to    supplement             or       further       object       to       something             and    then         will


     give       you    until          Tuesday       to    respond              if    necessary               My    point       is

     Im     going          to    rule by          the    end    of    next          week       on    this              want    to


     give       it    its       due    consideration                given       all       the       work    thats        been

     done       and    all       the    testimony             that    has        been      heard             want       to    think

     it    through          one       last    time            But         think          yall        have    covered          it

     Let    me       put    it    that       way         Now        let    me       --    as    to now            objections

     to    affidavits                 etcetera           thats        all        Im       really opening                the    door

10   to    is    to    clarify          that        to    clarify          whats           still          being    objected

11   to              have       the    notes       as    to    what       is    not       objected          to    anymore

12   So    as         go    through          your       Amended       Objections                      will       take    that

13   into       account               And    then         suppose          you       want       to    have       one    last

14   shot       at    responding             to    those       objections

15                                    MR     FISHER            Yes        Your       Honor                 think       that

16   lot    of       them       relate       to    the    affidavit             of       the    attorney          in    our

17   office          who    that       kind       of     you    know           sent       them       through       as    summary

18   judgment          motions          and       attached            bunch          of    documents             and    we    are

19   little          concerned          about           not    about       the       affidavit             itself        but    the


20   admissibility                of    the       documents

21                                    THE    COURT            Correct

22                                    MR     HESS         And       for what             its worth               some    of


23   these       documents             were       offered       by    the       Executor             today

24                                    THE    COURT            Okay

25                                    MR FISHER                We    might          be    able       to    submit




                                                                                                                                          00994
                                                                                                                          112




     something          thats        not          brief       but    that    actually          just       clarifies

     and    tells       ultimately          what        we    believe       to    be    the    lay      of    the      land

                                THE    COURT             Thats        fine              will    read         it

     mean        the    bottom       line    is         as    you    know        on    this    one      Im      the

     decision          maker    so         will     be       reading       things            Ill     be      taking

     into    account       whats           been     objected          to    and       what    might       not     be


     admissible obviously                         but         get    the    big       picture      of     what         have

     got    to    decide       and    what    to        take      into     consideration                so        thank


     yall          Anything          further

10                              MR     FISHER                No     Your    Honor

11                              MR HESS                 No     Judge

12                              THE    COURT             Thank       yall        very    much

13


14


15


16


17


18


19


20


21



22


23


24


25




                                                                                                                                00995
                                                                                          113




                                   CERTI         Fl     CATE
     COUNTY      OF       HARRIS
     STATE      OF         TEXAS


               Donald     Pylant Official Court Reporter in and for
     Probate  Court No      of Harris County      State of Texas      do hereby
     certify that the above     and   foregoing contains      true and
     correct  transcription   of all portions     of evidence    and  other
     proceedings   requested in writing      by counsel  for the parties to
     be included   in this volume    of the   Reporters Record       in the
     above-styled   and numbered    cause all of which occurred in open
     court or in chambers and were reported by me
                          further    certify that this Reporters Record
     truly and correctly    reflects the exhibits if any admitted
     tendered   in an offer of proof or offered       into evidence    by the
     respective       parties
                        further  certify that the total    cost for the
10   preparation of this Reporters    Record is __________    and will  be
     paid by ___________________
11

            Given     under   my   hand    and   seal   of   office   this the           day
                                                                                 _____
12   of
          _____________       2013

13


14


15                                                 Donald    Pylant C.S.R
                                                   Official Court Reporter
16                                                 in and for the County of
                                                   Harris and the State of
17                                                           TEXAS
18   Certification       No   668         Exp Date   12-31-2014
     Probate Court       No   One    201   Caroline Street    6th       fi
19   Houston Texas        77002     713     368-6692

20


21



22


23


24


25




                                                                                                00996
                                          CkSE NIJIvER                    14.270




IN   TI-rE   ESTATE OF                                                          IN   PROBATE COURT                    NO ONE
DOROTHY          LOUISE LONGO.RIA
DECEASED                                                                                 HARRIS         COUNTY          TEXAS


                  ORDER DENYThG MOTION OF SHELBY LONGORJA
                    TO DISMISS OR TO ABATE COTJNTEkCLAIMS

         On   October       2013   the    Court-heard        Counter-Defendant                 Shelby Longorias          Motion



To Dismiss Counterclaims           for   Forum Non Conveniens                   or Alternatively          To Abate      Pending



Resolution    of Will Contest and         Mexican     Litigation          the cMouons                 Having considered        the




Motion the       brief filed in support        of the Motion            the
                                                                              response    to    the    Motion    the   evidence



admitted     during   the   hearing      on   the   Motion        and    the   record     of this case          the   Court    has




concluded     that the   Motion should be denied


         IT IS   THEREFORE ORDERED                    that   Counter-Defendant                 Shelby Longorias          Motion



To Dismiss Counterclaims           for   Porum Non Conveniens                    or Alternatively         To Abate      Pending



Resolution    of Will Contest and         Mexican      Litigation         be and herthy           Is   DENIED

         SOOBDEREID           onthis/11A_day                 of           OcSsoher                              2013




                                                                                PRESIDING              fIJI

                                                                         PRoBATE      COURT           Nwan       ONE
                                                                               His Cotmrry Thns




ORDER DENYING MOTION OP SHELBY LONGOflA
TO DISMISS OR TO ABATE COUNTERCLAIMS                                                                                   Solo   Page




                                                                                                                                     00997
                                                 JUDGE LOVO WRIGHT
                                               Harris
                                                                County Probat             Court    No
                                                            201     Carolino        8th
                                                                                          Floor

                                              Houston Texas    7700
                                      Phone 7133.68-67DO
                                                            Fax                            7136873oo

         FIOM

         Judge     Loyd    Wright
                                                           Kimberly Hightower                            Susie         owky
         Ruth     Ann   Stiles
                                                         Hilda       Riiey                               Cres        Machicek

     Betty        -Iazlewood
                                                       Puige        Compton                              Don         Pylant

     Anthi Pavlicek
                                                       Pam Speer



    To




   Date


  RE

  Comments




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                                                                                                                                        00998
                                                                                        ACCEPTED
                                                                                        234EFJ01      7816390
                                                                                        FOURTEENTH               COURT OF APPEALS
                                                                                        HOUSTON    TEXAS
                                                   141 3_OO99t_rV                       l3Novemberl2A927
                                                                                        Christopher     Prine
                                                                                        CLERK
                                               NO ___
                                                                                                FILED       IN

                                   iN IRE                 OUR         OI APPFAJ        I4thCOURTOFAPPEALS
                                                                                           HOUSTON TEXAS
                                                 HOUSTON TEXAS                         11/12/2013     92706 AM
                                                                                       CHRlSTOEPRNE
                                                                                                    Clerk


                                          IN   RE SHELBY LONGORIA

                                             Original    Proceeding   from   the

                                 Probate       Court    Number One     Harris County

                                               Texas     Cause   No   414270




                                PETITION          FOR WRIT OF MANDAMUS



Johnny                Carter

State    Bar    No       00796312

 cartersusrnangodfrey.corn
Richard               Hess
State    Bar    No      24046070

rhesssusrnangodfrey.com
Kristen Schiemmer

State    Bar    No      24075029

kschIemrnersusrnangodfrey                       corn

1000 Louisiana            Street       Suite   5100

Houston         Texas      77002-5096

Telephone             713      651-9366
Fax      713          654-6666


Robert          MacIntyre         Jr

State    Bar    No       12760700

macintyre@rnrnlawtexas.com
MAcINrYRE McCuLL0CH STANFIELD                             YOUNG
3900 Essex Lane                Suite   220

Houston        Texas      77027

Telephone             713      547-5400



Attorneys        for     Shelby Longoria


2927935v1101   3774




                                                                                                                             00999
                           IDENTITY          OF PARTIES AND COUNSEL

Relator


Shelby    Longoria



Represented         by

Johnny           Carter

State    Bar   No      00796312

 cartersusmangodfrey.com
Richard    Hess
State   Bar    No   24046070

rhesssusmangodftey.com
Kristen Schiemmer

State   Bar    No   24075029

kch1emmersusmangodfrey                     corn

SUSMAN GODFREY                    L.L.P
1000    Louisiana Street          Suite    5100

Houston        Texas    77002

Telephone      713 651-9366
Facsimile      713 654-6666

Robert         Maclntyre     Jr

State   Bar No 12760700

macintyre@mmlawtexas                corn

MACINTYRE MCCULLOCH STANFIELD YOUNG
3900 Essex Lane           Suite   220

Houston        Texas    77002

Telephone       713      547-5400


Respondent


Hon Loyd        Wright     Probate        Court   No   Harris    County    Texas


Real Party       in Interest




James Thomas Dorsey               Independent      Executor     of the Estate   of Dorothy Louise

Longoria Deceased




                                                                                                    01000
 Represented       by

 James Austin Fisher
 State   Bar of Texas      Number 07051650
jfisher@fisherwelch.com
 Shannon     L.K   Welch
 State   Bar of Texas Number 90001699

 swelch@fisherwelch          corn

 FISHER        WELCH
   Professional     Corporation

 2800 Lincoln      Plaza

 500 North    Akard     Street

Dallas     Texas 75201

Telephone      214.661.9400

Telecopier     214.661.9404



    Wesley    Holmes
State    Bar of Texas Number 09908495

wes@weshoirnes.com
THE HOLMES LAW FIRM
1000 North Central         Expressway   Suite   400

Dallas     Texas 75231

Telephone      214.890.9267



Third-Party Defendants


Sylvia Longoria       Dorsey
Adriana    Longoria



Represented       by

James Austin Fisher
State    Bar of Texas Number 07051650

jfisherfisherwelch.com
Shannon     L.K    Welch
State    Bar of Texas Number 90001699

swelch@fisherwelch.com


                                                 11




                                                      01001
FISHER        WELCH
   Professional    Corporation
2800 Lincoln      Plaza

500 North    Akard     Street

Dallas    Texas   75201

Telephone     214.661.9400

Telecopier    214.661.9404



   Wesley    Holmes
State   Bar of Texas    Number 09908495

wes@wesholmes.com
THE HOLMES LAW FIRM
1000 North Central        Expressway   Suite   400

Dallas   Texas 75231

Telephone     214.890.9267




                                                ill




                                                      01002
                                TABLE OF CONTENTS

STATEMENT     OF THE CASE                                                                                     ix



STATEMENT     OF JURISDICTION                   .................
ISSUES                                                                                                        xi



STATEMENT     OF FACTS

           Dorothy and Eduardo Sr Plan Their                       Estates      and Partition   Their

           Property


    II     Shelby    Manages       the   Mexican Businesses                and Sylvia and Adriana

           Receive    Money

    III    Eduardo Sr Puts His Assets                  in Trust and Enters into Private

           Agreements with Sylvia and Adriana


    IV     Shelby    Supports      His Mother          and    Sisters



           Sylvia and Adriana            Procure      New     Wills from Dorothy


    VI     Tommy Brings           This Suit to Recover             Money        for His   Wife from

           Shelby


    VII    Tommy      Sylvia      and Adriana              Sue Shelby      in   Mexico


    VIII   Tommy Repeatedly              Repleads          in Order   to   Avoid    Dismissal


ARGUMENT

           The   Trial Court      Abused        Its   Discretion      by Denying Dismissal


                    Tommys        Case     Is   About Mexican Property                 Agreements       and

                    CourtOrders                                                                               10


                    Tommy    Relies       on Procedural          Smoke          and Mirrors                   13



                    Mexico   is   an Available             and Adequate         Alternative   Forum           14


                         Mexico          is   an Available       Forum                                        15




                                                      iv




                                                                                                                   01003
                  The
                          Mexico


                        Private
                                         is




                                   Interest
                                              an Adequate      Foru
                                                    Factors Weigh      in   Favor    of Mexico
                                                                                                           17



                                                                                                           21


                          Access     to Evidence         is   Much     Greater      in   Mexico            22


                          The     Availability        of Compulsory          Process Supports      Trial

                          in   Mexico                                                                      23


                          Costs Will be Less in Mexico                                                     24


                          There     Is   No Need        for    View     of   Any    Premises               25


                          Trial Will          Be More    Expeditious         and Inexpensive      in

                         Mexico                                                                            25


                          Tommys Arguments                    Are   Meritless                              25


                  The Public      Interest      Factors Weigh         in Favor      of Mexico              28


     II   The   Trial Court    Abused         Its   Discretion      by Denying Abatement          ......   32


PRAYER                                                                                                     34


CERTIFICATE     OF SERVICE                                                                                 35


CERTIFICATE     OF COMPLIANCE WITH APPELLATE RULE                                        52.3j             36


CERTIFICATE     OF COMPLIANCE WITH APPELLATE RULE 9.41                                                     37


CERTIFICATE     OF COMPLIANCE WITH LOCAL RULE                                   4e6                        38




                                                                                                                01004
                                         INDEX OF AUTHORITIES



Cases

Aguinda            Texaco       Inc
                                                                                                   20


Benz Group               Barreto
     404 S.W.3d          92    Tex App        Houston          Dist 2013 no pet            22 25   26


Del Jstmo Assurance Corp                     Platon
     2011    WL     5508641      S.D      Fla   Nov      2011                                      20


Develo-Cepts             Inc     City    of Galveston
     668    S.W.2d       790   Tex App          Houston             Dist 1984 no writ              33


DTEX LLC                 BBVA Bancomer S.A
     508 F.3d 785         5th Cir 2007                                           15 19   2223 25   32



Dunsby            Transocean       Inc
     329      Supp 2d 890          S.D Tex 2004                                                    20


Gallego           Garcia
     2010    WL2354585 S.D Cal.June92010                                                 18223031

Givens            Ward
     272 S.W.3d          63    Tex App        Waco    2008 no pet                                  33


Gomez       de Hernandez               Bridgestone    /Firestone       Am   Tire L.L

     204 S.W.3d          473   Tex App          Corpus    Christi   2006 pet denied                15



Ibarra           OricaUSA
     493    Fed    Appx 489        5th Cir 2012                                               1526

In   re Air   Crash Over         the   Mid-Atlantic on June          2009
     792F Supp           2d 1090       N.D   Cal 2011                                         1617

In re      BPZ    Resources      Inc
     359 S.W.3d          866   Tex App          Houston             Dist
     2012    orig proceeding                                                           1523242629

                                                          vi




                                                                                                        01005
In    re   Ensco    Offshore Intl        Co
     311    S.W.3d     921   Tex 2010                                                 9172326

In re Ford Motor             Co
     591 F.3d406        5th Cir 2009                                                          1516

In re General         Elec     Co
     271S.W.3d681Tex.2008                                                                        24


In re Mantle Oil               Gas   LLC
     2012    WL     5323584        Tex App Houston             Dist 2012    no   pet .........   20


In re Pirelli Tire L.L

     247 S.W.3d        670   Tex 2007                                             15 16 18 1923

In re Prudential         Ins    Co   ofAmerica
     148 S.W.3d        124Tex 2004                                                               .9


In re      SXP   Analytics     LLC
     2012    WL     1357696     Tex App          Houston        Dist Apr 13 2002       orig

     proceeding                                                    ......               222931

Israel     Discount     Bank Ltd          Schnapp
     505      Supp 2d        651   C.D    Cal 2007                                               14


ISTIL       Group Inc          Masood
     2004    WL948376D Or                 2004                                                   14


Koster           Am Lumbermen             Mut Cas    Co
     330U.S.5181947

Miralda            Tidewater       Inc
     2012   WL      3637845     E.D La Aug 23 2012                                               27


Morales            Ford Motor        Co
     313      Supp 2d 672          S.D Tex 2004                                               2027

Navarrete        de Pedrero          Schweizer   Aircraft   Corp
     635      Supp 2d 251          W.D.N.Y 2009                                                  20


Paolicelli          Ford Motor       Co
  289Fed.Appx387llthCir.Aug.202008                                                               27

                                                      vii




                                                                                                      01006
Paulownia       Plantations        de    Panama Corp               Rajamannari
   793 N.W.2d          128   Minn 2009                                                                                20


Perry       Del Rio

   66S.W.3d239Tex.2001                                                                                                33


Rustal Trading         US    Inc         Makki
   17   Fed Appx        331    6th Cir       Aug 21 2001                                                              27



   Megga     Telecommunications               Ltd      Lucent        Technologies       Inc
   1997    WL   86413              Del 1997                                                                           14


Seguros     Comercial America               S.A de                 American President Lines              Ltd
  966 S.W.2d       652       Tex App.San Antonio                     1998 no pet..            ...                     23


SES Prods Inc                Aroma       Classicjue    LLC
  2013     WL   2456797        Tex App              Houston            Dist      June   62013       no   pet          26


Sonat Exploration            Co      Cudd     Pressure      Control        Inc
  271     S.W.3d   228       Tex 2008                                                                                 30


Transunion      Corp          Pepsico       Inc
  811 F.2d      1272d        Cir    1987                                                                  .........   26


United     Bank for    Africa      PLC        Coker
  2003 WL22741575                 S.D.N.Y          2003                                                               14


Vinmar Trade       Fin       Ltd         Utility   Trailers       de Mexico      S.A de
  336    S.W.3d    664       Tex App Houston lstDist 2010                           no pet....      10 15 18 22
  23 24 25 26 28 29                 30


Wasson     Interests     Ltd        Adams
  405 S.W.3d       971       Tex App           Tyler      2013 no pet                                                 21


Yoroshii    Invs   Mauritius            Pte Ltd        BP     Intl   Ltd
  179 S.W.3d       639       Tex App           El Paso     2005      pet   denied                                     29


Statutes

Texas    Govt Code            22.221b

Texas    Probate   Code           149C                                                                                33




                                                           viii




                                                                                                                           01007
                                        STATEMENT                  OF THE CASE

         James      Thomas Dorsey                    Independent          Executor         of    the     Estate        of Dorothy



Louise    Longoria         filed      an action       against     Shelby        Longoria     in Harris          County Probate


Court    Number One                 Hon    Loyd Wright            presiding        The executor            alleged       breach     of



fiduciary     duty and sought an accounting



         Shelby     Longoria          then    filed      will contest           in the   same court            alleging    that   the



executors      wife   Sylvia          Longoria        Dorsey      together        with her      sister   Adriana        Longoria


exercised undue           influence          in order      to    procure        Dorothy Longorias                 will    and     that




Dorothy Longoria            lacked        capacity      to execute        the    will Shelby        Longoria           also sought



removal       of James Thomas Dorsey                      as     executor        The executor            then     nonsuited       his



claim and refiled         it   as     counterclaim to Shelby                   Longorias        will contest




         On   August            2013      Shelby       Longoria       filed        motion seeking              either to dismiss



the   counterclaim        for       forum non conveniens                  or    to abate   the     counterclaim           pending


resolution     of   the        will    contest        On        October            2013      the       trial    court     held     an



evidentiary     hearing on the motion                    On     October         11 2013      the   trial       court    denied the



motion    without     explanation




                                                                 ix




                                                                                                                                         01008
                           STATEMENT             OF JURISDICTION

      This   Court has jurisdiction       over    this Petition   for Writ   of   Mandamus   under



Section   22.22   1b   of the   Texas   Government Code




                                                                                                     01009
                                             ISSUES         PRESENTED

                     Did    the   probate     court   abuse       its   discretion     by       refusing     to    dismiss    in



favor     of        Mexican       forum       lawsuit       brought      by    the   estate      of      Mexican       citizen



which seeks          to    recover   half    the    value    of Mexican            businesses         by challenging         the




validity       of     trust holding         those    businesses         as    well    as   the    validity    of Mexican



probate        proceedings         and        Mexican        separate         property        agreement           which     was


entered    as       judgment of           Mexican court


                     Did    the   probate     court     abuse     its   discretion         by    refusing    to     abate    the



estates    claims pending                resolution     of whether           the   executor      could     properly assert


those claims




                                                             xi




                                                                                                                                   01010
                                               STATEMENT                   OF FACTS

          This       case        concerns      the       long     marriage    of the      decedent         Dorothy       Longoria



Dorothy              to her husband                Eduardo Longoria           Sr   Eduardo            Sr and           the    attempt



by   Dorothys              and Eduardo Sr.s daughters                         Adriana         Longoria       Adriana                and



Sylvia     Dorsey              Sylvia              to    use    Dorothys      estate     to   recover      money from           their




brother        Shelby          Longoria       Shelby

          Dorothy and Eduardo Sr Plan Their                             Estates    and Partition           Their   Prop
          In   the    early           1940s Eduardo Longoria                 Sr married Dorothy Kowaiski                         they



obtained       marriage certificates                    in both   Texas and Mexico.1               Eduardo Sr came from


  prominent          family in northern Mexico                       that   had considerable success                   in business




Dorothy was from Ft Worth but she                                  later    became        Mexican          citizen.2         Over   the




course of their 62-year marriage                           Dorothy and Eduardo Sr                  lived    in   Nuevo Laredo


Mexico and           later in          Laredo      Texas.3



          In    1983           Eduardo        Sr    and        Dorothy decided           to   partition      their     community


property        and            have     Mexicos           separate-property            regime       govern         their      marital




property.4       Dorothy and Eduardo Sr formalized                                this
                                                                                          Spanish-language              agreement



by applying          to         court    in   Tamaulipas           Mexico     for entry       of    judgment           partitioning




 Record    00313          00315       00317    01160
 Record    00320-24             00854
 Record    00894          at      5-6 10 00853-54
 Record    00094          at




                                                                                                                                          01011
 their     property.5          The      Mexican       court    entered    the    requested       judgment        and      the




 couples marriage               certificate     was amended        to reflect        their election   of the    separate-




property        regime.6        Less than two years later Dorothy executed                         Spanish-language


Mexican          will    in   which she        expressly       declared   that       she   is   married           under



 Separate        Property        Regime.7          Dorothy        repeatedly          acknowledged        the    couples



agreement             to maintain       separate   property       in various     documents she executed                  over



the     next decades.8



IL            Shelby    Manages         the    Mexican     Businesses        and Sylvia and Adriana              Receive

           Money

           Of Eduardo Sr and Dorothys                     four    children only one             Shelby    the   youngest



      expressed        any    real continuing      interest      in living   and      working along       the   Mexican


border to help his father                manage    the    businesses there           on    day-to-day     basis.9    After



graduating            from    college     in   1975      Shelby    moved        to    Nuevo     Laredo    to    assist    his



father           It   was hard work            The companies         struggled        through    devaluations       of the



Mexican peso            in    1976      1982    1988     and   1994




     Record 00103-48
     Record 00103-48
     Record 00335
     Record 00094       at      Record 00150-56
     Record 0083      8-39
10
     Record    00094     at      00861
     Record    00837-38




                                                                                                                                01012
          Eduardo Sr            consistently           made     clear    that his Sons         Shelby      and Eduardo Jr



 would        inherit interests in             the    nearly-insolvent        Mexican         businesses.12       In       contrast



 his daughters               Sylvia    and Adriana            would      receive    money       during his      lifetime.13        In




 1992         Eduardo         Sr      signed            Spanish-language            Carta        de    Voluntad             Wish

Letter             which      granted        each      daughter       $3000000           in   cash   and    properties        to   be



distributed          over time.4         Despite        the    Wish     Letter     Sylvia and        Adriana     continued         to



 ask for even         more money                Dorothy and Eduardo Sr pleaded with them                              to   become


self-sufficient         to    no     avail.5




III       Eduardo            Sr Puts His Assets                in Trust      and   Enters into        Private    Agreements
          jylvia and                   Ad


          In       October     2002         Eduardo           Sr    transferred    the    shares      of his two          Mexican



holding        companies        to      trust administered              by    Mexican         bank pursuant          to   Mexican


law.16        He   designated         Shelby         and Eduardo Jr to be beneficiaries                 upon    his death.7



          Eduardo Sr            also executed                 new    Spanish-language           Mexican      will in October



2002           The     will     affirmed the            Spanish-language            trust     agreement        and     appointed



Shelby        as executor       of Eduardo Sr.s estate.9




12
     Record    00094    at           00096     at     17 00849-50
     Record    00851
     Record    00095    at     12 00178-83
     Record    00185-88
16
     Record    00095    at     14    00 190-252

     Record    00851    01010-11
18
     Record    00095-96       atlI   15 00254-68
     Record    01039-53




                                                                                                                                        01013
              Two        months         later        Eduardo      Sr    entered    into     Spanish-language                Acuerdos


 Privados                Private          Agreements                 with    Sylvia     and     Adriana.2                 The     Private




 Agreements               stated       that    payments of $150000                 year would          be   made      to    Sylvia         and



 Adriana           from the            Mexican        companies        held in the      Mexican        trust      until     the   full     $3



 million           was     paid.21       Both        Sylvia    and     Adriana     acknowledged             the    validity        of the



 Mexican            Trust        agreed to application               of Mexican       law     and subjected          themselves             to



 venue        in   the     courts       of the city of Reynosa               Tamaulipas         Mexico.22


 IV       Shtlby           Supports           His Mother         and Srstcis



          Eduardo                Sr    died     in 2005.23       Dorothy then         moved       to    Houston            and     Sylvia



took      over        managing                her    financial     affairs     Sylvia     obtained          signatory           rights      to




Dorothys American                        bank        accounts      which were funded             by    transfers           arranged        by


Shelby         from the          Mexican businesses through                   Dorothys accounts                in Mexico.24




          Following               Eduardo            Sr.s    death     the   Mexican        companies          held by          the   trust




continued            to     pay        Sylvia        and     Adriana.25      Around       2006         Sylvia       asked         for      the



acceleration             of her payments.26                  Shelby     arranged      for all   remaining           amounts           to   be




20
     Record        00096    at        16 00272-87
21
     Record        00277    at          00285
22
     Record        00277    at          278     at         00285-86
23
     Record        00096    at        17 00370
24
     Record        00097    at   11 20-21        00857-58
25
     Record        00096-97       at     18 00855
26
     Record        00097    at     19 856




                                                                                                                                                 01014
 paid     to    Sylvia       ahead        of schedule.27          In    return       Sylvia       acknowledged             signed       an



 agreement        releasing         all   claims against          Shelby       or   Eduardos          estate.28




              Sylvia and Adriana            Procure        New     Wills from Dorothy



              Meanwhile            Shelby    was       reviving        the   Mexican          businesses      and making             them


 profitable.29         At    the    same time Adriana                   and    Sylvia     had     run through         their     money

 and wanted           more          Mexican           court     had probated         Eduardo Sr.s will found                    it   to be




 valid        appointed       Shelby        as   executor         and entered                 final   judgment.3 Therefore


 Sylvia and Adriana                focused       on   their     mothers        estate




          Dorothy had two                  wills           1989     will      for her    Mexican         property         and        1988



will     for    her    U.S         property           Shelby      was          beneficiary            under   both    wills           The


Spanish-language               Mexican           will     designated         Shelby      as    executor       and    the    U.S       will




designated        Shelby       and Eduardo Jr                 as co-executors.31



          In     December            2009        when Dorothy was                     ninety      years       old    Adriana          had


Dorothy         sign         will    which         left   all   of Dorothys             remaining         estate     to    Adriana.32



When          Sylvia found          out she had Dorothy execute                          new      will in January          2010       that



divided Dorothys               estate      equally between              Adriana         and    Sylvia.33      The January 2010




27
     Record    00097    at     19
28
     Record    00289    at

29
     Record    00096    at   17     00839
30
     Record    00095    at     11 00164-76            00373-99      00954-66
     Record    00095    at     11 00157-62            00947-52
32
     Record    00401-06
     Record    00409




                                                                                                                                             01015
 will    named       Sylvias        husband         Tommy             as   executor         and       thus     opened              the   door     for




 Tommy         to sue    Shelby      after    Dorothys               death.34




              Tommy now            purports to act as executor                      pursuant          to     the    January          2010 will


 which        both   he and        Sylvia     represented             to   the    probate           court    as    Dorothys              last    will



 and    testament.35          But Dorothy executed                     her       last   will    in July            2011        This       will   left




 most of her         estate   to Adriana           and designated            Adriana           to    be executor.36



 VI       Tommy         Bi ings       his Suil to          Recovei         Money         for His        Wife from Shelby


          Dorothy passed             away on          April        26 2012              Two     months            later       Sylvia applied



 to probate      the    January      2010        will.37        On   October             2012         the trial court              admitted the



 2010    will to probate           and granted            letters
                                                                      testamentary to               Tommy          as   its    executor.38




          On May              2013      Tommy              filed        lawsuit         against       Shelby.39           He       alleged       that




Dorothy was somehow deprived                               of      community            property            interest over            the   course



of her        marriage        to   Eduardo          Sr.4        Tommy            alleged        that        this    resulted             from    the



influence       supposedly          exercised on Eduardo Sr by Shelby.4                                     Tommy             challenged         the




validity       of the   1983       separate        property agreement                   which was entered                     as    an order of




     Record    00409
     Record    00002    at         00010    at      33
36
     Record    00777-88
     Record    00001
38
     Record     1208-09
     Record    00004
40
     Record    00008    at    21
     Record    00007    at    20    00008     at     21




                                                                                                                                                        01016
     the   Mexican       court         the    validity       of the         Mexican            trust       and      the    validity    of the




                                                                         Se
 Mexican probate               proceedings            relating to        Eduardo Sr.s                  estate.42




 VII           Tommy          Sylvia     and .Adriana            Sue                   in    Mexico


               Tommy          Sylvia     and Adriana             also sued            Shelby      in    Mexican        federal    court.43    In



 June      2013    they filed amparo                  proceedings            alleging          that they           had been denied         their




 rights        because        they said        they had          not received               notice      of the      probate      of Eduardo



 Sr.s will in state court                    in Tamaulipas.44               Tommy           has      not pursued          his   amparo       but




 Sylvias         and     Adrianas            amparo        is    still   pending             in   Mexican           court.45     Shelby      has



 appeared        and consented               to personal        jurisdiction           in that       proceeding.46



 VIII       Tommy        Repeatedly            Repleads          in   Order to Avoid                 Dismissal



            Shelby       answered            Tommys             probate          court      petition        on June        17 2013           and



 asserted        forum non conveniens                   as         defense.47            On       June     18 2013         Shelby     filed




petition         contesting        the         will    pursuant             to     which           Tommy            was        appointed      as



independent            executor        of Dorothys              estate.48




42
      Record    00006    at     11 00008         at   JJ 22-23        00009      at         24 28-29
      Record    00310    00416-75        00477-8

      Record    00877-80       00902
      Record    00901-02
46
      Record    00858    00905     00907
      Record    01211
48
      Record    00020




                                                                                                                                                   01017
          On   July     18 2013          after   reviewing      Shelbys answer          asserting         forum non


conveniens           defense       Tommy            nonsuited       his    claims      and      refiled    them        as



counterclaims         to the    will contest.49




          On   August 30 2013 Shelby                  filed      third-party    petition     seeking    contribution



from Sylvia and Adriana.50



          On   September 26 2013 one week before                       the   forum non conveniens           hearing



Tommy        filed    another     set    of counterclaims         which were        rewritten    to    minimize   the



references     to    Mexico     and accentuate         the    references     to Texas.5



       The probate         court        conducted     an evidentiary         hearing   on Shelbys motion           on


October        2013 and         denied the motion             on October     11 2013




 Record      00033    00036
 Record      00649-54
 Record    00655-73




                                                                                                                            01018
                                                             ARGUMENT

       The      trial    court          abused       its     discretion       in    denying       dismissal              and      in    denying


abatement


       The     Trial Court              Abused        Its    Discretion       by Denying Dismissal


       An       appeal         is       not     adequate            when           motion        to    dismiss            on    forum non


conveniens      grounds            is
                                         erroneously           denied       so     mandamus           relief is available                 if   it   is




otherwise warranted                      In    re   Ensco      Offshore Intl            Co       311    S.W.3d            921       923    Tex

2010

       There      is
                             very well-developed                     body of case law concerning                            the        standards



for   forum     non          conveniens              dismissal             especially       in    cases        brought              in    Texas



concerning       Mexican                transactions                Tommys          arguments            against           dismissal            are




squarely contrary            to that          law           trial   court   has no discretion                 in determining                  what


the law   is   or applying              the    law    to the        facts        In re Prudential             Ins        Co    of America


148 S.W.3d       124         135    Tex 2004

       Texas      takes         its       common-law                 forum        non    conveniens            doctrine                from     the




equivalent     federal       doctrine               Benz Group              Barreto 404 S.W.3d                     92 96          Tex App

 Houston               Dist 2013 no pet.


       First     the         court       must determine                whether          there    exists       an        alternative

       forum           Pzper Aircraft                454 U.S          at    255    n.22 102               Ct       at    265 The
       court    considers               the    amenability          of the    defendant          to    service          of process

       and     availability of an adequate                           remedy        in the   alternative            forum

       Second          the    court           must determine               which     forum       is    best    suited          to   the




                                                                                                                                                         01019
              litigation                      In    performing            this    second        step           court      must consider
              whether               certain     private           and    public        interest    factors       weigh           in    favor     of

              dismissal



 Vininar        Trade           Fin           Ltd           Utility      Trailers        de Mexico             S.A      de                336 S.W.3d


 664     672        Tex App                    Houston                   Dist 2010 no pet.


                          Tommys                   Case      Is    About       Mexican          Property          Agreements                  and

                          Court Orders



              Tommy             alleges            breaches            of fiduciary         duty        against        Shelby           and    seeks   an



 accounting              of business               dealings        which took            place     in    Mexico            Until        the   eve of the



motion         to   dismiss hearing                    Tommy             expressly        made      three      broad allegations



                    Tommy                challenged          Eduardo Sr and Dorothys                           1983       Agreement              to

                    Partition             Community               Property        alleging        that    Eduardo            and Dorothy

                    did    not            enter      into     any        legally        valid      agreement              that        modified

                    Dorothys community-property                                    rights    under Texas             law.52



                    Tommy                alleged      that        Shelby     induced        Eduardo Sr               to   enter        into    the

                    2002 Mexican                    trust    agreement            and execute            his   2002       will    to     divest

                    Dorothy of her community-property                                      interests and divert                  the    marital

                    estate          to   Shelby        to    Wayo                          Jr      and to one or more trusts

                    for their benefit.53




                    Tommy                alleged that Shelby                initiated and pursued                 the     probate         of his

                    fathers will in Mexico                             in order        somehow           to cheat       his      mother        out

                    of     community                 property           interest.54




          Tommy                 sought         to     avoid        dismissal           by completely              rewriting             his    pleadings



right before             the        hearing          Tommy              asserted contrary            to his original                  petition    and his



52
     Record    00006           at        11
     Record    00008           at         21-23 00009             at      24
     Record    00009           at    IJ 26-29
                                                                                  l0




                                                                                                                                                            01020
     original      counterclaim                that he    was not           contesting           Eduardo Sr.s Mexican                       will or the




 fact    that       Eduardo Sr signed                    the    Mexican           trust    agreement.55                But     Tommys counsel

 at    the        motion     to    disthiss hearing                  made      clear      that    Tommy              was not abandoning                   his



 effort to invalidate                   the    Mexican          trust      agreement             When          he cross-examined                  Shelby


 many         of his questions related                    to the       trust    and    its   Mexican            businesses.56




               Just        five      weeks          before           the       hearing            Tommy               filed      an        Inventory


 Appraisement                     and    List       of    Claims            asserting            that     the        estate     has         claim         for




 $49011050                 for shares          of stock         in the      two Mexican                  companies            which Eduardo Sr


 conveyed             to    the    Mexican           trust.57        The       inventoiy          is     the    only     live pleading               which


 clearly          describes       what        the   estate      is   after in this         case



              Tommys              amended           counterclaim               is   not          substantive            change        at   all       Re    is




 still   attacking          Mexican            agreements             and Mexican                court     orders        but    now        he   is   trying



to do        it   sub silentio            In    order to prevail                Tommy            still    will have           to persuade             court



to     invalidate          the    trust holding            the       Mexican         businesses            and to invalidate                the      orders



of the            Mexican         court       probating          the       will     of Eduardo             Sr        which      provided          for his




property to be passed                     to Shelby            and Eduardo Jr through                          the    trust




             Tommy            also      will     have      to    overcome              the   agreed            1983      order        of        Mexican


court        partitioning          the    property             of Eduardo           Sr and Dorothy                     Tommy           attacked        this




      Record       00688-89
56
      Record       00862-64        00870-73
     Record        00626




                                                                                                                                                                01021
     foreign    judgment         at       the    hearing and          in      post-hearing               filing    in    which he argued               that



     it   was somehow           invalid          because       it
                                                                    purportedly            was not signed by                  the    parties.5



               In   an effort to create                  the    appearance                that    this    case      is   not primarily               about



     Mexican        property              trusts    and     court      orders         Tommy              added      allegations          to    his    new


     amended        counterclaim                 about    two       letters        sent    to     Dorothy         in    Texas         The merit of


     Shelbys motion             is    illustrated         by   the    weakness             of    Tommys new                   allegations



               First    Tommy              alleged       Shelby       promised             Dorothy         in     2007        that   he would          pay



 $100000            each    to Sylvia              and Adriana            upon Dorothys                  death.59         Tommy          admits that



 Shelby         tendered         this
                                                money     to    Sylvia        and         Adriana          but complains                that        Shelby



 requested          them        to        release     any      claims         against            him     in     return        for    receiving         this




 substantial           gift.6        It    is      mystery          how    these          facts   are     supposed            to    support          claim



 by the estate          against            Shelby


             Second         Tommy                pointed       to      letter       that     Eduardo Jr                sent    to    Dorothy more


than        thirty years        ago             on August             1983          over     his and          Shelbys          signature.6            The


handwritten              letter           which       Tommy            grandiosely                characterizes               as     establishing



private         trust       states in full



             Dearest       Mom
             Shelby      and              are    writing you          this    letter       with          great     deal       of love     and

             respect        We        want you            to   know        that     the     assets       that     Dad     has willed           to


58
      Record    00696      00832-33              01203
      Record    00659      at     17 01162
60
      Record    00659      at     17
61
      Record    00658      at     16
                                                                              12




                                                                                                                                                              01022
              us         as long      as    you      live    we    will hold        them        as    if   they were         yours             We
              will       make        the    fruits    available       to   you     for your           direction       as to their          use
              This        letter     has value         to    only you because                  of our commitment                    to your

              well-being             and happiness                 More      importantly than                  the    worldly           goods
              is    our promise             to   always       care    for   you and to provide for your                            spiritual

              needs         We       hereby          pledge to you our unending                       devotion



              Your sons
              Eduardo Longoria                                             Shelby       Luis Longoria62



              It    is    absurd       for       Tommy        to     maintain           that   he     is     seeking        to    recover       for the



 estate       based        on an obviously                  unenforceable           30-year-old               pledge        of devotion             while



 implausibly asserting                       that     his case has         nothing to do with the                                              Mexican
                                                                                                                      subsequent



 agreements               and Mexican                court    orders       that    actually          governed         the    arrangements             for



                          of the Mexican               property that          made                         bulk of the
 disposition                                                                              up the                                 assets    separately



 owned by Eduardo Sr and Dorothy


          In        his inventory                of claims         Tommy          told     the       trial    court       what he         is
                                                                                                                                               seeking



recovery            of half of the               value       of the    businesses              transferred           to    the     Mexican          trust



Tommys new                      allegations            did not       change        the     substance            of his claims and                   were


transparently              designed          just to get          him past        the    motion        to dismiss



                           Tommy Relies                on Procedural              Smoke         and Mirrors



          Tommy                 also       relied       on    artful       repleading             by        nonsuiting            his     claim      and



repositioning              it   as         counterclaim            Tommy made                  this        centerpiece           of his argument



against        dismissal             He     asserted without               support         that      the     court    could       not dismiss his



62
     Record        00770
                                                                             13




                                                                                                                                                            01023
     counterclaim          while    maintaining         jurisdiction         over    Shelbys       claim.63       This argument



 was wrong            as      matter of law             See    Israel   Discount       Bank    Ltd              Schnapp         505



 Supp         2d    651       662     C.D         Cal    2007         dismissing        counterclaim             for    forum non


 conveniens           in favor      of an     Israeli     forum         while      remanding       the    plaintiffs       claim       to



 California         state    court       affd 321 Fed            Appx        700    9th Cir   2009             ISTIL    Group Inc


       Masood          2004        WL      948376         at    67                  Or 2004         dismissing            only        the



 counterclaim               because       Channel         Islands       were           superior      forum             report     and


 recommendation               adopted        2004       WL      1173134              Or May 26 2004                    United    Bank


for Africa         PLC         Coker       2003     WL        22741575        at   4_6 S.D.N.Y                 2003    dismissing



 employees             employment             related          counterclaims           on    grounds             of    forum      non


 conveniens          or judicial         deference       while        permitting employer to pursue                     RICO      and



other         claims          related        to      defendants              former         employment                      Megga


 Telecommunications                 Ltd           Lucent       Technologies           Inc    1997        WL      86413           Del


 1997         dismissing            for     forum        non      conveniens          counterclaims              which      would


unnecessarily burden                the    trial   of plaintiffs        claims

                      Mexico        is   an Available          and Adequate          Alternative      Forum


          Tommy              Sylvia       and Adriana            have    already       conceded          the    availability      and



adequacy           of Mexico        as    an alternative         forum by suing Shelby               there       on some of           the



same      factual       issues      they     raise      in     this   case         Nevertheless          Tommy          apparently




63
     Record   00675




                                                                                                                                            01024
convinced         the      trial    court       to     deny         dismissal        based    upon     arguments            which       have



uniformly been                 rejected    in   the    case     law


                                  Mexico         is   an Available              Forum

          There      is          nearly      airtight         presumption             that   Mexico     is   an available         forum


In re Ford Motor                  Co      591     F.3d        406      413      5th     Cir   2009           Numerous           Texas    and



federal      cases    have         found        Mexico         to    be an adequate            and    available      forum         DTEX

LLC          BBVA Bancomer                      S.A      508        F.3d   785 796 5th Cir 2007                      Ibarra            Orica



USA      493    Fed            Appx 489           493         5th     Cir       2012     In re Ford Motor                Co      591    F.3d



406 412 5th Cir                   2009       In re Pirelli Tire                  L.L.C 247 S.W.3d                  670    677-78        Tex

2007         Vinmar Trade             Fin        Ltd                Utility     Trailers      de Mexico        S.A        de             336


S.W.3d        664       675       Tex App                      Houston                  Dist       2010       no   pet Gomez                 de



Hernandez               Bridgestone                   Firestone                 Am    Tire    L.L.C 204 S.W.3d                   473     483



Tex App              Corpus         Christi       2006         pet     denied


          Tommy           argued      that      Shelby         would not be             subject      to personal jurisdiction                in




Mexican        courts           But Shelby            has     agreed to submit himself to personal jurisdiction



in   Mexico     in connection              with        this    matter.64         If      defendant      submits to jurisdiction



there   is     presumption            of forum availability                          In re Ford Motor          Co 591           F.3d    406


413 5th       Cir    2009          see also In re              BPZ      Resources            Inc   359 S.W.3d            866    873     Tex

App          Houston                  Dist 2012                orig proceeding                We       conclude          that   Peru    is   an




Record        00097       at     23 00804         00858
                                                                           15




                                                                                                                                                  01025
 alternate      forum       in    which    this    action       may     be tried based                   relators    agreement             to
                                                                                               upon


 submit to personal jurisdiction                        in   Peru.


              Shelby    has      already                        himself to personal jurisdiction                    in   the
                                             subjected                                                                           amparo


 proceeding             The Tarnaulipas                 court    has        acknowledged           Shelbys submission                 and



 accepted       his appearance.65             For        this   reason           too Mexico        is   an available       forum      as



 matter of law          In re Ford Motor                     Co 591         F.3d   406     413 5th       Cir     2009

          Tommys              Mexican        law       expert    han         Rosenberg opined             that     Mexican         court




might         dismiss sua          sponte    for lack           of personal jurisdiction                 upon     seeing       Shelbys


U.S      address       in   Tommys           Mexican            court       filings.66     But he had          to agree        on cross-



examination            that       Mexican              courts    recognize           the    ability      of    private     parties         to



determine        the    courts       jurisdiction            by mutual           consent.67        The probate           court   should



have     conditioned             dismissal    on Shelby            giving         that   consent        Tommy       could       not then



defeat        forum non conveniens                     dismissal      in the       United     States      by engineering              sua



sponte        dismissal       in   Mexico         as    suggested           by   his expert        In re Air Crash Over the



Mid-Atlantic           on June             2009          792        Supp           2d 1090      1097       N.D      Cal        2011


plaintiff cannot
                            avoid    forum non conveniens                        by engaging         in practices        deliberately



designed        to defeat        jurisdiction          in the   foreign          forum       see In re Pirelli Tire L.L



247     S.W.3d         670 677        Tex 2007 the                          contingency       that       Mexican         court    might



65
     Record    00772-75       00858     00882-83
66
     Record    00920-21
67
     Record    00929
                                                                       Jo




                                                                                                                                                01026
 not    accept        Pirellis      waiver          does       not      overcome             the     important         public         and   private



 interests supporting               dismissal.


              Finally    Tommy           argued           that   Mexico               was unavailable                because      his wife        and



 sister-in-law          who        are third-party             defendants               purportedly             will refuse       to submit        to



 the    jurisdiction         of the      courts       of Tamaulipas                     But they          already       have      submitted        to



 the jurisdiction            of those courts              by   filing      lawsuits          against      Shelby there.68              Moreover


 both have          agreed to submit any disputes                          concerning              the    Mexican        trust    to resolution



                             courts.69                     told      the               court       that   he                           assume
 by Tamaulipan                             Shelby                           trial                               is   willing     to               the




 very minimal                risk that     Sylvia          and Adriana                would        somehow            be able     to evade        the




jurisdiction          of Tamaulipan                 courts       over           his   third-party           claims.70       But regardless


 Sylvia       and     Adriana            who        are    in league             with    and        share      counsel      with        Tommy

cannot         defeat        forum       non        conveniens              by        engaging            in    practices             deliberately



designed         to   defeat      jurisdiction            in the        foreign         forum             in re Air Crash                Over     the



Mid-Atlantic on June                     2009         792            Supp 2d 1090                   1097       N.D      Cal      2011

                                  Mexico       is    an Adequate                 Forum

                forum        is   inadequate          if   the       remedies           it   offers       are    so    unsatisfactory         they



really comprise              no remedy         at    all       In re Ensco              Offshore Intl                Co 311       S.W.3d      921


924     Tex 2010                  The      substantive               law        of the       foreign        forum      is   presumed         to   be




68
     Record    00537-38       00881-82
69
     Record    00278    at        14 00286
70
     Record    00749
                                                                           17




                                                                                                                                                        01027
     adequate         unless     the     plaintiff          makes        some        showing           to    the       contrary        or    unless



     conditions        in the    foreign      forum          made known              to the      court       plainly      demonstrate            that



 the     plaintiff       is    highly unlikely              to    obtain         basic   justice       there            Vinmar Trade             Fin


 Ltd           Utility        Trailers   de Mexico                S.A de                  336 S.W.3d              664    674    Tex App

 Houston                  Dist 2010             no    pet


               Tommy          argues     that    there       is    not           cause    of action          in   Mexico        for breach        of



 informal             fiduciary        relationships              or     private         trusts.71          But    as      matter           of   law


 Mexico         is    not an unavailable              forum        just because            it   does    not recognize            all   causes     of



 action        that    may      be available           in    the       United       States In          re    Pirelli Tire         L.L.C 247


 S.W.3d         670 678          Tex 2007               Mexican             law permits           actions         in    damages        to redress




purported injuries such                   as the      one claimed                by Tommy.72


           An        illustrative      case     is   Gallego               Garcia 2010            WL         2354585       S.D         Cal June


       2010            Gallego         involved         the        estate        of Francisco           Jose       Gallego        Garcia          Sr


Francisco                Sr         who       died      in       San     Diego           California          in    1995        The      personal



representatives               of his estate          were Francisco                Sr.s wife       Rosa Eugenia                    and one of



his     sons Francisco                 Jr.           They         sued     Francisco            Sr.s other         son Hector               Manuel


Gallego          Garcia          Hector Manuel                           alleging         that     he       engaged        in          series     of




      Record    00684-85         008 13-15
72
      Record    00539-40         00884-85       00913-14
                                                                            18




                                                                                                                                                        01028
fraudulent          transfers       involving       Mexican           corporations           before Francisco             Sr.s death         to




deprive Rosa Eugenia                  and Francisco             Jr of their inheritance                rights        Id    at




           Hector          Manuel      moved         to    dismiss            for   forum non          conveniens               The     court



concluded           that    Mexico        was an     available               and adequate       alternative          forum        for   Rosa


Eugenia and Francisco                  Jr to assert their claims on behalf of Francisco                                     Sr.s estate



Hector        Manuel         demonstrated           that    legal            representatives         of the     Estate                  could



initiate         legal      action    in    Mexico         asserting          claims similar to those                 asserted        here


that    Mexican            courts     regularly           hear        disputes        over     ownership           of     assets      within



Mexico         including        but not limited                 to    real property           business       interests          and stock


ownership and                 that   if
                                          plaintiffs       were successful                    Mexican      court          could    award


damages        to    the    extent    they have           been        deprived       of the    profits due           to   them        if
                                                                                                                                           any

from    the    operation of those businesses                            Id     at




           Gallego          together       with     Texas        Supreme            Court     and    Fifth      Circuit         precedent


demonstrate           that    Mexican         courts       are        available       and     adequate        In     re    Pirelli Tire




L.L.C 247 S.W.3d                    670     678     Tex 2007 DTEX LLC                                  BBVA Bancomer                       S.A

508    F.3d      785 796 5th Cir 2007 These                                  claims do not belong               in        United      States




court



           Tommy           asserts   that   Mexico         is    inadequate          because        limitations         has run on his



claims      in      Mexico            But     the     trial          court     could     have        conditioned            forum          non


conveniens          dismissal        on Shelbys agreement                           not to    assert    limitation          defenses        in

                                                                        19




                                                                                                                                                  01029
Mexico          In   re Mantle       Oil      Gas     LLC      2012        WL    5323584       Tex App              Houston


       Dist 2012 no            pet      Dunsby         Transocean Inc                 329       Supp    2d   890      895-96



S.D Tex 2004                  Shelby    has assented         to this      agreement.73




          Tommys             Mexican        law    expert     han      Rosenberg            opined    that   Tamaulipan


courts    would not have             subject-matter        jurisdiction       over    Tommys claims            because     of



     purported Tamaulipan              statute    which supposedly              would       divest   Tamaulipan       courts



of jurisdiction         due to the      prior filing    in    the    United     States.74      However        the   concept


of preemptive jurisdiction                   under    Mexican          law    does not prevent          Mexican        court



from     asserting      subject-matter        jurisdiction         over      case    dismissed from           court    in the



United     States       Navarrete       de Pedrero            Schweizer         Aircraft      Corp     635          Supp 2d


251      261    W.D.N.Y          2009 And             courts        both     state    and    federal have         refused to



recognize        foreign     laws    that   purport    to    make      the    home forum         unavailable        because



of     prior     U.S    filing        Del Istmo Assurance                 Corp         Platon 2011           WL     5508641


S.D      Fla    Nov 92011              see Morales            Ford Motor             Co 313          Supp 2d 672         676



S.D Tex 2004                  Aguinda             Texaco     Inc       142           Supp 2d 534        546       S.D.N.Y


2001       affd        303    F.3d    470     2d    Cir     2002          Paulownia         Plantations      de     Panama


Corp           Rajamannan        793       N.W.2d     128     134-35         Minn 2009




 Record        00804   00858
 Record        00712
                                                              20




                                                                                                                                01030
              Mr   Rosenberg abandoned                       his     subject-matter               jurisdiction           opinion         while        on


 the    stand      at    the    motion        to    dismiss         hearing.75           In    its
                                                                                                      place       he    substituted              new


 argument                that          Mexican         court        would         decline            to   address        the      merits       while



 Tommys            standing as executor                  was unclear due                 to the      will contest.76            On     this
                                                                                                                                               score


 Mexican        law      is    the    same     as    Texas      law       See      Wasson            Interests        Ltd           Adams         405



 S.W.3d        971        973        Tex App                 Tyler        2013           no    pet         standing            is        threshold




 question       When           the    issue    is   raised     it   should        be addressed              first.        Mr        Rosenbergs


 argument       supports either outright                     dismissal           for   forum non conveniens                         or abatement



 of the counterclaim                  pending       resolution        of the will contest



                        The     Private       Interest    Factors         Weigh          in Favor          of   Mexico

          The      private           interest factors        strongly            support dismissal                in favor          of        trial    in



Mexico          The        factors       pertaining        to the      private           interests of the             litigants      include          the



following                 the        ease   of access        to      evidence                   the       availability         of compulsory



process        for      the     attendance           of   unwilling              witnesses                      the    cost       of     obtaining



attendance         of willing           witnesses                   the        possibility        of        view       of the       premises           if




appropriate             and             any    other      practical            factors        that    make       trial    expeditious             and



inexpensive                Vinmar Trade Fin Ltd                                Utility    Trailers          de Mexico             S.A de


336 S.W.3d              664 676        Tex App                Houston                    Dist 2010 no pet.




     Record   00926-27
76
     Record   00916-18          00926-27
                                                                          21




                                                                                                                                                            01031
                                    Access          to    Evidence         is    Much     Greater     in   Mexico

             Dismissal        is    warranted             where       as    here most of          the      documents and witnesses


are    located         in another          jurisdiction           Vininar           Trade       Fin     Ltd            Utility     Trailers      de



Mexico         S.A de                     336       S.W.3d      664        677     Tex App                 Houston                Dist 2010


no     pet     Benz          Group              Barreto 404                S.W.3d         92    98    Tex App                    1-louston




Dist 2013               no    pet         In    re       SXP   Analytics           LLC         2012     WL       1357696          at          Tex

App          Houston                      Dist Apr 13 2002                        orig proceeding                 DTEX LLC                    BBVA

Bancomer              S.A     508 F.3d              785 798 5th Cir                      2007    Gallego               Garcia 2010              WL

2354585          at          S.D      Cal June                 2010

         On      June        21 2013            Tommy          served           194 requests         for production          of documents



on Shelby and                in    July        he served        248 requests               Both       sets of requests             make        clear



that   the    documentary evidence                         in this case is overwhelmingly                         in   Mexico            He   seeks



documents             related        to    Mexican              businesses               Mexican        bank       accounts              and     the



Mexican        trust.77       Not only              are these        documents            in    Mexico        but Mexico            is    also the



location      of      all   court    files      for and lawyer                   files   relating     to    the    Mexican judgments


challenged            by     Tommy             in    this      case    such         as    the    1983       Agreement             to     Partition




Community              Property           and       the    2010      judgment            approving         the    probate         of Eduardo



Sr.s will and distribution                      of his estate




  Record      00483-528
                                                                            22




                                                                                                                                                       01032
               The    vast      majority of witnesses                    are    in   Mexico       The          witnesses        to    Eduardo


     Sr.s will and the           execution             of the   trust   agreement        reside      in   Mexico So             do Eduardo



     Sr.s legal       advisors            the    Banca      Afirme employees              who managed                  the    trust    and the



 employees of             the    trusts         Mexican         businesses.78




                                     The        Availability             Compulsory           Process           Supports        Trial

                                     in    Mexico

               Witnesses        in   Mexico           cannot be compelled               to testify    in        case in Texas               In re



 Ensco         Offshore Intl               Co         311   S.W.3d        921 926         Tex 2010                In     re    Pirelli Tire




 L.L.C 247 S.W.3d                     670 678           Tex 2007               In re   BPZ    Resources                Inc     359 S.W.3d


 866       879       Tex App                     Houston                      Dist     2012     orig           proceeding             Seguros


 Comercial America                        S.A     de                American           President      Lines           Ltd      966     S.W.2d


 652      656     Tex App                       San Antonio         1998       no pet. But they can be compelled                               to




testify in       Mexico where                   the    Dorseys      recently-filed         lawsuit        is
                                                                                                               pending


           The        lack      of compulsory process                    in Texas       for reaching            the    great    majority of


witnesses         would be            substantially             unjust        In re    BPZ    Resources                mc      359 S.W.3d


866       875     Tex App                       Houston                 Dist 2012           orig      proceeding               To      fix the




place     of    trial    at     point where             litigants       cannot       compel personal attendance                       and   may

be forced        to     try   their cases             on deposition       is   to create       condition              not satisfactory        to



litigants         DTEX LLC                       Bancomer           S.A       508 F.3d     785 799 5th                 Cir     2007 The



78
      Record    00093-97        00 103-48 00190-252                 00254-67
                                                                         23




                                                                                                                                                    01033
 supreme        court    has      determined              that   requiring parties                to litigate          case            in   Texas



until     it   becomes            clear      that     it    is
                                                                  impossible                to    defend        the     case     due        to    the




unavailability           of evidence          and         fact witnesses              because      they are beyond               the   reach of



compulsory             process         is         waste          of    private        and      public      resources             in    re        BPZ


Resources            Inc      359 S.W.3d             at    875    quoting in              re    General       Elec      Co 271          S.W.3d


681      689    Tex 2008

                                  Costs Will be Less                   in    Mexico

           Because             the     majority            of    the        pertinent          evidence       and      witnesses            are    in




Mexico          it   follows      that      the     expense           of litigating in Texas                  will    be greater            than    it




would      be to       litigate       in    Mexico               Vinmar Trade                  Fin      Ltd           Utility    Trailers          de



Mexico         S.A de                 336 S.W.3d                 644    677       Tex App               Houston                  Dist 2010


no pet.           For those           witnesses            who        are    willing      to testify       in   Texas           and    who        can


obtain    the     necessary          visas    to do        so    there       will be costs         in bringing          them     to    Houston


to testify       and housing            and feeding them while                          here        In re      BPZ      Resources Inc


359 S.W.3d            866 879         Tex App Houston                                              2010110          pet.


         Continuing            Tommys               lawsuit       in the         United        States   will    mean      both        sides will




incur    significant          costs    in translating                 Spanish-language              documents and                interpreting



testimony         of Spanish-speaking                      witnesses             In   contrast      the    costs      of translation             and



interpretation          in    Mexico         will         be     minimal              The      great      majority       of the        relevant



documents            are in   Spanish and most of                      the       witnesses       speak     Spanish including                  both

                                                                            24




                                                                                                                                                         01034
Sylvia and         Shelby         as well         as their siblings          Adriana         and Eduardo         Jr..79        For   many


courts      the    need     to   translate         documents and              interpret      witness testimony has been



                   consideration             in concluding             that    the    private        interest    factors       weigh   in
significant



favor     of dismissal            See    Benz        Group             Barreto 404 S.W.3d                   92    98     Tex App

Houston                Dist 2013 no                 pet         Vinmar Trade               Fin   Ltd           Utility    Trailers     de



Mexico          S.A de                336 S.W.3d           664     678       Tex App                 Houston              Dist 2010


no    pet       Dtex   LLCv BBVA Bancomer S.A                                  508 F.3d        785 7995th Cir 2007


                                 There       Is   No Need        for        View     of    Any Premises

          The      possibility of                 view of   the    premises           is   irrelevant       in this    case



                                 Trial       Will     Be        More        Expeditious          and       Inexpensive          in


                                 Mexico

          All     practical      factors          overwhelmingly              favor    trial    in   Mexico           The witnesses


documents           contracts         and     court    proceedings             at    issue     are largely       based     in   Mexico


It   makes no sense           to try this case          in the United             States



                                 Tommys .Aiguments                     Are Meritless


          Tommy        argues         that    the   parties      reside      in   Texas      But     the   deference       afforded    to



     resident    plaintiffs       forum choice             is   not absolute



                 Citizens        or    residents        deserve             somewhat           more        deference       than

                 foreign    plaintiffs            but dismissal         should       not be automatically                barred

                when        plaintiff has           filed suit     in his      home forum              As always          if   the

                balance       of conveniences                   suggests      that     trial    in the      chosen       forum



                00103-24      00150-69        00178-79          00185       00190-221        00254-60       00272-75      00281-83
00313     00326-32      00342-67
                                                                       25




                                                                                                                                            01035
            would be         unnecessarily            burdensome           for the        defendant          or the    court
            dismissal        is
                                  proper


 Vinmar Trade Fin.Ltd                   Utility      Trailers         de Mexico          S.A de                336 S.W.3d           664


 673   Tex App              Houston                 Dist 2010            no pet. Texas                courts    have       dismissed



claims for forum non conveniens                      even    where


           Texas    residents           have      been     plaintiffs       Benz Group 404 S.W.3d                           92
           99-100       Tex App                     Houston                Dist          2013        no pet          Vinmar
            Trade Fin             Ltd          Utility      Trailers       de Mexico            S.A      de                336
           S.W.3d       664       668    Tex App Houston                                 Dist 2010 no pet.


           Texas    residents           have        been    defendants            In re Ensco           Offshore Intl

           Co     311       S.W.3d        921        927-28       Tex 2010                In   re    BPZ       Resources
           Inc    359 S.W.3d                  866    869-70       Tex App                  Houston                     Dist
           2012     orig proceeding



           Both     plaintiffs          and       defendants            have      included           Texas      residents

          Ibarra            Orica       USA         493    Appx 489 491 5th                           Cir     2012 SES
          Prods         Inc         Aroma           Classique LLC 2013 WL                            2456797          at


                Tex App                 Houston                  Dist     June           2013 no pet.


         Tommys         second           private           interest         argument            is     that     Tamaulipas            is




dangerous    But       as         matter of         law     dangerous          or   violent         conditions        in        foreign



forum do not weigh           against      dismissal         in favor of that             forum       unless    those       conditions



have   adversely impacted               the   judicial      system         See      In    re   BPZ     Resources            Inc     359


S.W.3d    866     879       Tex App                   Houston                       Dist        2012          orig    proceeding


Allegations       of    political         unrest          have        generally      been       unsuccessful               in    courts



determinations      that                            forum        is    inconvenient                   Transunion
                                   foreign                                                                                  Corp


Pepsico   Inc     811       F.2d        127     129        2d    Cir 1987            no        showing          was        made     that

                                                                 26




                                                                                                                                           01036
                  unrest     in the                          has     had         an     adverse            effect               the
political                               Philippines                                                                   upon             judicial




system          there        Paolicelli         Ford Motor                Co 289             Fed      Appx 387               391     11th Cir


Aug 20 2008                  plaintiff Bonilla alleges                    that    the     political instability in                   Colombia


                         risks   for    the                  but      absent          evidence              the                     unrest     has
poses          safety                         parties                                                               political



affected         the    Colombian       judicial       system        or    would         affect        litigation       of   this     case    this




fact      is    not     sufficient      to    outweigh        the         other         factors            that     weigh     in      favor     of



dismissal               Rustal    Trading        US    Inc           Makki              17     Fed     Appx 331              337 6th          Cir



Aug 21 2001                  forum non           conveniens               dismissal            was         warranted         despite         State




Department              travel   advisory       concerning           hazards            of travel            in Sierra       Leone       in the




absence          of    some credible          evidence       indicating            that        the    conditions        in    Sierra     Leone


would          prevent     the   parties      from accessing                the       courts          in    Freetown            Miralda



Tidewater              Inc   2012      WL       3637845         at               ED            La Aug 23 2012                         several


federal        appellate      courts     have    uniformly           concluded                 that    the    political      unrest      of the



alternative           forum does        not per se render                 this    forum inadequate                    in the    forum non


conveniens             context    absent      some      showing             that        this    unrest        negatively           affects     the




judicial        system     of the      country    or   the    litigation           at    issue              Morales            Ford Motor


Co     313              Supp     2d 672         682     S.D Tex 2004                                         convincing              argument


against        forum non conveniens               dismissal          premised                on delay due             to political       unrest



and the        like should       involve      exact evidence                for the          length         of the    delay and              delay


of   many years                  Such evidence          is   lacking in this                 case.
                                                                     27




                                                                                                                                                     01037
               Tommy         relies only          on        State       Department              travel      advisory            which    does    not



     even   hint that judicial             relief has       been       foreclosed due to conditions                            in Tamaulipas.8




     Sylvia     Adriana and               Tommy           all   have        been    able       to   hire    attorneys           and   file   claims



     against    Shelby        in    Tamaulipas              in    the       last    few        months.81           It     is
                                                                                                                                undisputed       that




     Tamaulipas         has          fully        functioning           judicial          system.82               Tommys own                  expert



 witness has handled                      dozen     tort    cases       in the      courts       of Tamaulipas.83



                       The Public              Interest     Factors         Weigh         in   Favor of Mexico


               The   public     interest factors                easily support             trial    of     this    matter        in   Mexico


 Harris        County        court        and jurors        should          not be burdened                 with        resolving            dispute



 over Mexican            court       proceedings                contracts          and business            transactions




               The     relevant       public        interest        factors         are    as    follows                  the    administrative



 difficulties         flowing       from        court     congestion                  the       local    interest in having              localized



 controversies          decided           at   home              the    interest in having                the     trial   of      diversity     case



in          forum      that    is    at    home         with      the       law    that        must      govern         the     action           the



avoidance            of unnecessary               problems             in    conflict       of laws          or    in the        application       of



foreign        law     and           the       unfairness        of burdening             citizens       in an unrelated              forum with


jury        duty      Vinmar Trade               Fin       Ltd          Utility      Trailers           de Mexico              S.A de           336


S.W.3d          664    678    Tex App                   Houston                    Dist 2010 no pet

80
      Record    00689-90       00721-30
81
      Record    00876-77       00880
82
      Record    00876
83
      Record    00910
                                                                            28




                                                                                                                                                        01038
          Within                the   public        interest factors              litigating the          suit    in    the    forum       that    is   at




 home     with the          governing               law   is   an important          consideration                    In re    BPZ Resources

Inc       359         S.W.3d           866          876        Tex      App               Houston                       Dist          2012         orig



proceeding                 An         action        generally        should       be tried in             court       familiar with          the     law



governing            the        case          Yoroshii Invs                Mauritius             Pte Ltd                BP        Intl     Ltd       179



S.W.3d         639         646        Tex App                   El Paso           2005      pet     denied             see     also      In re     SXP


Analytics           LLC          2012     WL         1357696          at          Tex App                 Houston                      Dist Apr


13       2002         orig        proceeding               There             is
                                                                                     strong         interest           in    having        localized



controversies              decided        at    home           in     forum        that    is    familiar        with       the    state   law     that




must      govern           the        case.           Even           the possibility             that     foreign           law      applies       to




dispute        is    sufficient          to    warrant           dismissal on             forum non              conveniens               grounds


Vinmar Trade                Fin        Ltd             Utility       Trailers       de Mexico             S.A      de                336 S.W.3d


664      678    Tex App                   Houston                    Dist 2010 no pet.                     Further             Mexico          has



strong      interest             in      regulating             Mexican            companies              conducting              business         and



allegedly           perpetrating              fraud       within       its    boundaries                  Id     at     679          As        result



Mexican         law        is
                                 applicable            even         when          Texas     resident           alleges        that    he    was      the




target    of        fraud        when         the    fraud occurred                in the       context     of              Mexican business


transactions          with Mexican                  companies                Id


         Tommy             addresses           choice          of law principally               by arguing         that       he has not pled



cause    of action              under     Mexican              law      But choice              of law      is   not          pleadings issue
                                                                             29




                                                                                                                                                             01039
instead        choosing         the        applicable        law      is    obviously             question            of     law           Sonat



Exploration        Co          Cudd        Pressure         Control        Inc    271       S.W.3d        228         231      Tex 2008

          Tommy          has   not    even         attempted        to     make        cogent        argument              that    Texas     law



somehow          could    apply to           challenge            to the    order of the          Mexican             court       partitioning



community         property           the    Mexican          trust       agreement          and     to   orders           of the     Mexican


court    probating       Eduardo Sr.s will Instead he argues                                 that    Texas           law would govern



whether        there     was          fiduciary            duty     relating      to    property           and        trusts       located     in




Mexico         and      that    Texas         law         would       govern          whether        the        marital           estate     was


community         property       despite       an agreed order of                     Mexican        court          that    it   was not He


does     not   and      cannot       cite          single    case in support of these                      arguments               much      less




refute   the   possibility            that    foreign        law    applies     to the      dispute



         Tommys             principal         public-interest                 argument         is    that           Dorothy          lived     in



Houston          But he cannot              distinguish           Gallego             Garcia 2010               WL         2354585         S.D

Cal June          2010           case almost directly                    on   point    in   which        the        court    dismissed for



forum non conveniens                  an action           brought        by   representatives            of an estate               appointed



by      United     States      court       to recover        for fraud involving                  Mexican             businesses           which


was    directed    at     decedent           who         resided in the United              States



         The only        basis for         San Diegos             interest in this          litigation         is   the     fact that

         the   Decedents         Estate        is    being    probated         here as          result      of the          fact that

         Decedent        died here            It    is
                                                         undisputed           however         that   Decedent               himself

         had      significant          connection            to   Mexico        that    the     Defendants                 are    from



                                                                     30




                                                                                                                                                    01040
            Mexico         that    the    assets      in dispute          are in       Mexico        and most           if   not    all   of

            the   evidence        and witnesses                 are located           inMexico


 Gallego 2010              WL     2354585            at




            This    case     is   also     similar to In             re    SXP         Analytics       LLC            2012     WL         1357696


Tex App                  Houston                     Dist Apr 13 2002                            orig proceeding                in    which        the




Court       of Appeals            held that          the     district          court       abused    its    discretion          in failing          to



dismiss           case     in favor        of         Wisconsin            forum            That     case       centered       on     plaintiffs



allegations         that    the    defendant              had mismanaged                    and     breached           fiduciary          duties    in




connection         with         Wisconsin            corporation               Just like the        trial    court      in   this   matter will



have   to apply foreign                law to issues             relating        to the     trust the       trial     court    in   SXP would


have been          required to apply                 Wisconsins                     statutory     scheme         for regulating             limited




liability       companies                Id     at              This      fact       was      enough       to    warrant       dismissal           for



forum non conveniens


                                   should           normally         be declined              where             determination             of

          the     rights    of the        litigants         involves           regulation         and management                   of the

          internal         affairs       of the                                                                        laws     of the
                                                      corporation               dependent      upon the
          foreign        State           or    where        the   relief sought             may be more               appropriately

          adjudicated             in     the    courts          of   the        State       or    country         to    which         the

          corporation         owes        its   existence


Id   quoting         Koster               Am          Lumbermen                  Mist       Cas     Co          330    U.S      518         530-31



1947
          Mexicos            interest          in    this       matter         is
                                                                                     particularly          strong       because           Tommy

alleges     that    Shelby         defrauded              the     Mexican             court      system     through           his probate           of

                                                                          31




                                                                                                                                                         01041
Eduardo          Sr.s    will    in    Mexico        and     challenges             the    validity         of the        1983     Mexican


court      order    partitioning            Eduardo Sr.s              and        Dorothys            community             property         In




DTEX LLC                  BBVA Bancomer                   S.A     508 F.3d                785    5th       Cir      2007        allegations



concerning          Mexican          judicial      proceedings              led    the     Fifth       Circuit      to     conclude        that




dismissing         on forum non conveniens                      grounds           favored        the      public    interest        DTEX

the   plaintiff      alleged     that       defendant       Bancomer              filed     allegedly         unlawful          lawsuits     in




Mexican          courts        Id     at    802     DTEX         and        Bancomer            disagreed          over     whether        the



Mexican          courts     previous          decisions         are        binding          Id       at    803       Concluding            that




Mexican           law likely will apply to               this
                                                                case or            at     minimum            be critical           the   Fifth




Circuit     dismissed for forum non conveniens                                   The    court    explained that



           Mexican        courts       have         greater       interest          than        an   American             court    in


           deciding whether                Mexicos       court    system           was     systematically            abused        or

           manipulated          to    frustrate and         delay          DTEXs          ability to take           possession
           of    property       purchased           in    Mexico            in    an      auction         arranged         by     the

           Mexican government


Id    at   802


           This     is         Mexican            dispute       over         Mexican            agreements                property         and



businesses         all   relating      to      Mexican          man whose                 Mexican          estate    was probated            in



Mexico Mexico             is    an adequate         and available                alternative         forum and            the private      and



public      interest     factors       favor      dismissal                The    trial    court       abused       its    discretion       by


denying         dismissal



II         The    Trial Court         Abused       Its   Discretion          by Denying Abatement
                                                                      32




                                                                                                                                                  01042
          The       trial   court   abused     its    discretion          by    refusing          to    abate     its   consideration      of



Tommy           Dorseys        counterclaims           while        it    resolves          the    will      contest       and   while    the




proceedings           in    Mexico     remain        pending             There could              be nothing            more wasteful      or




disorderly          than proceeding          to litigate           case which the plaintiff                       may      be divested     of



his authority         to pursue       because        of the outcome               of        parallel         proceeding          Givens



Ward 272 SW.3d 63                     73   Tex App                  Waco        2008 no pet quoting                         Periy        Del



Rio    66 S.W.3d            239 252        Tex 2001 The                        obvious        reasons         for   abatement             are




the   conservation           of judicial       resources            avoidance          of delay              comity         convenience



and the necessity            for an orderly                               in the trial of contested                     issues.
                                                     procedure



          Shelbys           contest    of    the      2010         will    raises       issues          antecedent          to   Tommys

claims         The    will contest      asks    the    trial   court       to   remove            Tommy         as executor        because



      Tommy          was appointed           pursuant         to    an invalid          will       and       ii    he has        material



conflict        of interest         which      makes          him         incapable               of    properly performing               the




independent           executors       fiduciary        duties        pursuant          to    Texas Probate Code                    149C.84




          It   is   well-established         that      case        should       be abated pending                       determination      of



  plaintiffs          standing or capacity to sue                         Develo-Cepts                 Inc          City    of Galveston



668   S.W.2d         790     793    Tex App              Houston                       Dist.J          1984 no writ              If the will




contest        is   successful        Tommy          would     lose        his capacity                to   pursue         claim    against




  Record       00633-48
                                                                     33




                                                                                                                                                01043
Shelby      Further   resolution      of the   Mexican          lawsuits    against       the   Dorseys      would


foreclose   any right to the relief they seek through              their counterclaims




                                               PRAYER

       The Court should       grant    the   writ   of   mandamus          and    compel        the   dismissal   or



abatement    of the   counterclaims      asserted        by James Thomas Dorsey                       Independent



Executor    of the Estate   of Dorothy Louise        Longoria Deceased




                                                Respectfully          submitted




                                                SUSMAN GODFREY LL.P



                                                By        /s/   Johnny            Carter

                                                     Johnny            Carter

                                                     State      Bar   No    00796312

                                                         cartersusmangodfrey                corn

                                                     Richard               Hess
                                                     State      Bar   No    24046070

                                                     rhesssusmangodfrey                    corn

                                                     Kristen Schlemmer

                                                     State      Bar   No    24075029

                                                     kschlemmersusmangodfrey.com
                                                     1000       Louisiana        Street    Suite      5100

                                                     Houston          Texas 77002-5096

                                                     Telephone             713     651-9366
                                                     Fax        713    654-6666




                                                    34




                                                                                                                       01044
                                                                       Robert        Maclntyre     Jr

                                                                       State   Bar   No      12760700

                                                                       macintyre@mrnlawtexas.com
                                                                       MACINTYRE MCCULLOCH                STANFIELD
                                                                       YOUNG
                                                                       3900 Essex Lane          Suite   220

                                                                       Houston       Texas    77027

                                                                       Telephone          713   54T5400
                                                                   Attorneys for Shelby            Longoria




                                          CERTIFICATE OF SERVICE

          This     is    to   certify that      on   this   the    12th        day   of   November      2013          true   and



correct    copy         of the    above   and    foregoing         instrument was properly forwarded                     to the




following     counsel            of record in accordance               with Rule      21 of the Texas         Rules   of Civil



Procedure        as indicated         below


          James Austin Fisher                                                  Via Electronic     Mail
          FISHER              WELCH
          2800 Lincoln            Plaza

          500 North           Akard    Street

          Dallas        Texas 75201
          Email jfisherfisherwelch.com


            Wesley            Holmes
          THE HOLMES              LAW FIRM
          1000 North Central Expressway                       Suite        400
          Dallas        Texas 75231
          Email         wes@wesholmes.com
      Attorneys for          James Thomas Dorsey                          Sylvia Dorsey          and Adriana
          Longoria



                                                                         /s/Johnnv            Carter

                                                                   Johnny             Carter


                                                                  35




                                                                                                                                   01045
      CERTIFICATEOF COMPLIANCE                                    WITH APPELLATE RULE                   52.3j




         This   certifies    that   the   undersigned             has reviewed    this   Petition   and concluded



that            factual     statement     in   it   is                                     evidence    included
       every                                             supported     by competent                               in




the    Appendix    or record        as required          by Appellate     Rule   52.3j




                                                                    /s/Johnnv        Carter

                                                              Johnny            Carter




                                                             36




                                                                                                                       01046
    CERTIFICATE OF COMPLIANCE                              WITH APPELLATE RULE                          9.4i


           certif that    this   document      contains    7515 words          as indicated       by   the   word-


count     function     of the    computer      program     used     to   prepare    it    and    excluding       the




caption     identity   of parties and counsel         statement     regarding oral argument              table    of



contents     index of authorities        statement     of the     case statement         of issues     presented



statement      of jurisdiction       statement       of procedural         history       signature      proof     of



service     certification        certificate    of   compliance          and      index     as   provided        by


Appellate    Rule      9.4i




                                                            /s/   Johnny       Carter

                                                          Johnny         Carter




                                                      37




                                                                                                                       01047
CERTIFICATEOF COMPLIANCE                               WITH LOCAL RULE           4e6


This   certifies   that this   document   has been      checked   for viruses   and maiware




                                                 /s/   Johnny      Carter

                                                Johnny      Carter




                                           38




                                                                                              01048
                                        NO _____________

                            IN    THE         COURT OF APPEALS
                                          HOUSTON TEXAS


                                  IN     RE SHELBY LONGORIA

                                    Original     Proceeding   from the

                          Probate       Court   Number One     Harris   County
                                        Texas Cause    No     414270




                APPENDIX         TO PETITION FOR WRIT OF MANDAMUS



Johnny         Carter

State   Bar   No    00796312
Richard         Hess
State   Bar   No    24046070

Kristen Schlemmer

State   Bar   No    24075029

SUSMAN GODFmY L.L.P
1000 Louisiana Street           Suite   5100

Houston       Texas 77002

Telephone 713 651-9366
Facsimile     713   654-6666


Robert        Maclntyre    Jr

State   Bar   No    12760700
MAcINTYRE MCCULLOCH                     STANFIELD    YOUNG
3900 Essex Lane         Suite   220

Houston       Texas 77002

Telephone 713 547-5400


Attorneys for Shelby Longoria




                                                                                 01049
                                              CASE NUIvER            414.270



IN   THE ESTATE OF                                                          IN PROBATE          COURT        NO     ONE
DOROTHY          LOUISE         LONGORIA
DECEASED                                                                          HARRIS        COUNTY         TEXAS


                  ORDER DENYING MOTION OF SHELBY LONGORIA
                    TO DISMISS OR TO ABATE COUNTERCLAIMS

         On   Ootober           2013   the Court-heard       Counter-Defendant Shelby Longot-las               Motion



To Dismiss Counterclaims               for Porunt   Non Convenlens          or Alternatively     To Abate      Fending



Resolution    of Will Contest          and Mexican    Litigation      the   Motion         Having      considered     the




Motion     the brief    filed    in support    of the Motion the response          to   the    Motion    the evidence




admitted              the                 on the Motion        and   the record    of   this    case   the   Court    has
             during         hearing



concluded     that the   Motion should          be denied



         IT IS   THEREFORE             ORDERED        that   Counter-Defendant Shethy Longorias                 Motion



To Dismiss Counterclaims               for   Forum Non Conveniens           or Alternatively      To Abate Pending


Resolution    of Will     Contest      and Mexican     Litigation     be and herby        Is   DENIED

         SO ORDERED              on this//     _day of                OC.tfpAcr                         2013




                                                                     PROBATE COURT NUlvSfl               ONE
                                                                         Eaauus    CoUNTY        Thns




ORDER DEN21N0 MOTION OP SHELBY LONGOLIA
TO DISMISS OR TO ABATE COUNTERCLAIMS                                                                         Solo    Page




                                                                                                                            01050
                                CASE    NUMBER      14-13-00996-CV




                       IN   THE FOURTEENTH     COURT OF APPEALS
                                        HOUSTON TEXAS


                                 IN   RE SHELBY LONGORIA

                                        Original   Proceeding

                             Arising from Cause Number 414270             in

                     Probate    Court   Number One     Harris    County     Texas




            RESPONSE TO PETITION FOR WRIT OF MANDAMUS




James Austin Fisher                                       Wesley      Holmes
State   Bar of Texas      Number 07051650              State    Bar of Texas   Number 09908495
Shannon L.K Welch                                      THE HOLMES LAW FIRM
State   Bar of Texas      Number 90001699              10000     North    Central Expressway

FISHER        WELCH                                    Suite    400
  Professional      Corporation                        Dallas    Texas    75231
2800 Lincoln      Plaza                                Telephone         214.890.9266

500 North    Akard     Street                          Facsmile          214.890.9295

Dallas   Texas    75201

Telephone        214.661.9400

Facsimile        214.661.9404



                       ATTORNEYS  FOR RESPONDENTS
                          JAMES THOMAS DORSEY
                 INDEPENDENT EXECUTOR OF THE ESTATE OF
                   DOROTHY LOUISE LONGORIA DECEASED
                            AND SYLVIA DORSEY




                                                                                                 01051
                                TABLE OF CONTENTS

INDEX OF AUTHORITIES                                                                                  iv



ISSUES   PRESENTED

STATEMENT       OF FACTS


    Objections     to Petitioners          Statement         of Facts



    Respondents        Statement          of Facts



ARGUMENT                                                                                              13



    The   Trial Court     Did Not Abuse              Its   Discretion           by
    Declining     To Dismiss        the    Executors Counterclaims                                    13



           To Show Himself Entitled                   To     Dismissal           Shelby
           Was    Required     to    Bear          Heavy Burden To
           Clearly      Show        Facts That Strongly                    Favor
           Specific       Available          and Adequate              Alternative            Forum
           While    Giving    Substantial             Deference             To This Forum             13



           The Standard       for Dismissal                Under     the    Common Law
           Is   More   Stringent      Than     the     Standard            Under      the   Forum
           Non    Conveniens         Statute       Which        Is   Inapplicable             Here    18




           Shelbys Argument Depends                         Entirely       on Documents
           That   Were Not Admitted                into      Evidence           and Testimony
           That the Trial Court            Was Not           Obliged        to   Accept               19



                    The   Petition        Relies     on     Affidavits          and Exhibits That
                   Were Not Admitted Below and Are                                   Inadmissible     19


                   The    Petition        Relies     on Testimony That                  the

                   Trial Court        Was Not          Required            To    Believe              23




                                                                                                           01052
Shelby    Failed        To Prove That Any                 State     in   Mexico
Is   an Adequate and Available                     Forum        for This     Case..               25



         The Courts of Tamaulipas                       Would Not Have
         Jurisdiction         over the Executors Claims

         Against        Shelby       or His Third-Party Claims                                    26



         Tamaulipas           Is   Not an Adequate                Alternative

         Forum Because               It   Provides       No Remedy
         for the    Executors Causes                    of Action                                 29


         Tamaulipas           Is   Not an Available               Alternative      Forum
         Because        the   Executors Claims Against Shelby Would
         Be   Barred      by an Unwaivable                     Statute    of Repose There         30



Shelby    Failed        To Prove That             the   Private-Interest

Factors and Public-Interest                  Factors Favor               Litigation

of the Executors Claims in                   Any        Other     Forum                           32



         All of the       Private-Interest              Factors

         Point to This         Forum or Are              Neutral                                  33



                   Access          to Relevant          Evidence

                   Is   Far Better         in This       Forum                                    33



                   Compulsory Process                    for Attendance           of Unwilling

                   Witnesses          Is   Available           in This     Forum But Not     in

                   Mexico           and the       Cost of Obtaining             Attendance

                   of Willing         Witnesses           Is   Less Here                          40



                   No View           of    Any    Premises         Will    Be Needed              40



                        Judgment of The                 Trial Court        Would Be
                   Fully Enforceable                as to All Parties           But

                   Judgment of              Mexican            Court      Would Not               41




                                             11




                                                                                                       01053
                            The    Practical     Problems          and Expense        of

                            Proceeding      in   Mexico           Are Far Greater                  42



                   All of the      Public-Interest         Factors Point to This           Forum   44



                            The Dispute        Originated          Here and
                            There Are      No    Greater Administrative

                            Difficulties    Here Than             in Tamaulipas                    44



                            This Community               Has    the    Strongest

                            Relationship       to the      Litigation So the
                            Burden of Jury Duty Belongs                      Here                  45



                           The Dispute         Arose       in   Texas Between          Texans
                            So This Forum Has               the   Stronger Interest
                           in Deciding      the                                                    45
                                                        Controversy



                           Maintaining         the      Litigation      Here
                           Avoids an       Issue        of Conflicts      of   Law                 48



II   The   Trial Court   Did Not Abuse         Its      Discretion      by
     Declining   To Abate    the   Executors Counterclaims                                         50



CONCLUSION AND PRAYER                                                                              57



SIGNATURE     OF ATTORNEY                                                                          59



CERTIFICATE      UNDER TEX              APP              9.4i                                      60



CERTIFICATE      UNDER TEX              APP              52.3j        and 52.4                     61



CERTIFICATE      OF SERVICE UNDER                TEX              APP          9.5e                62




                                                  111




                                                                                                        01054
                                      INDEX OF AUTHORITIES

 Adams         Merck          Company Inc
  353    Fed      Appx     960   2009                                                           26



Alpine     View    Company Ltd              Atlas Copco     AB
  205 F.3d 208 5th             Cir   2000                                                       27



American Dredging              Company        Miller
  510    U.S   443       1994                                                                    15



Bank of Credit and Commerce                  International   OVERSEAS         Ltd
State Bank of Pakistan

  273 F.3d 241           2d   Cir 2001                                                          31



Benz Group           Barreto
  404 S.W.3d         92   Tex App           Houston          Dist 2013   no   pet        14   11.54




Binder       Shepards         Inc
  133 P.3d 276           Okia 2006                                                              31



Boston     Telecommc          ns Group Inc        Wood
  588 F.3d        1201    9th Cir 2009                                              17 29 42    43



Brady       Fourteenth         Court ofAppeals

  795    S.W.2d     712 Tex.1990                                                                23



City of Keller            Wilson
  168 S.W.3d        802    Tex 2005                                                             23



Continental       Oil Co P.P    Industries
  504 S.W.2d        616 Tex Civ App    Houston                   Dist 1974
  writ ref        n.r.e disapproved          on other grounds

  In   re Smith    Barney       Inc   975 S.W.2d      593   Tex 1998                     n.6 20


Delfosse       C.A C.I Inc.-Federal
  267 Cal Rptr 224 227-29                1990                                                   31




                                                       iv




                                                                                                      01055
Develo-Cepts Inc             City of Galveston

  668    S.W.2d     790   Tex App               Houston            Dist 1984 no writ            50 51
                                                                                             52n.117

DiFederico          Marriot International           Inc
  714 F.3d 796 7th          Cir    2013                                                          16    25



Dole Food Company Inc                     Watts
  303 F.3d       1104 9th Cir 2002                                                                     17



Duha          Agrium Inc
  448 F.3d 867 6th Cir 2006                                                                            16



Fasules         DDB Needham           Worldwide      Inc
 No      89      1078     1989   WL      55373    N.D     Ill   1987                                   36



Founding       Church of Scientology of Washington                   D.C      Verlag
 536 F.2d 429        D.C     Cir 1976                                                                  17



Gallego         Garcia
 No     07-CV-1185 2010             WL     2354585       S.D     Cal June   92010                4647

Gomez     de Hernandez

Bridgestone/Firestone            North    American       Tire L.L
 204 S.W.3d        473    Tex App               Corpus   Christi   2006    pet denied           19   n.55



Guidi         InterContinental        Hotels      Corp
 224 F.3d 142       2d     Cir 2000                                                                    16



Gulf Oil Corp            Gilbert
 330 U.S 501        1947                                                                17 18 32 33   36



Howeth    In vestments      Inc          City   of Hedwig       Village
 259 S.W.3d        877    Tex App           Houston              Dist 2008                            23




                                                                                                            01056
In    re Angelini

     186 S.W.3d        558   Tex 2006        orig proceeding                                      23



In re   BPZ Resources Inc
     359 S.W.3d 866 Tex App                    Houston            Dist   2012               19 n.55



In re      ENSCO       Offshore International         Company
     311    S.W.3d     921   Tex 2010                                                    18 19n.55


In re      Old Republic       National     Title   Insurance    Co
     No 141001219CV                   2011    WL345676
     Tex App           Houston               Dist Feb           2011   orig proceeding            17



In    rePirelli      Tire    L.L.C
     247 S.W.3d        670   Tex 2007                                                       19 n.55



In re Smith        Barney      Inc
     975    S.W.2d     593   Tex 1998                                                       n.6 20


Jessop        ACF Industries LLC
     859 A.2d 801       Pa     Super 2004                                                    ..   31



Jiali      Tang      Synutra    International        Inc
     656 F.3d 242 4th          Cir 2011                                                      16   25



Jones         Prince    Georges County
     378   Md     98   835 A.2d      632   2003                                                   31



Kedy                 Chesterton       Co
     946A.2d1171R.I.2008                                                                          31



Kennecott         Holdings     Corp        Liberty Mutual Insurance        Company
     578   N.W.2d 358        Minn 1998                                                            31



Kontoulas            A.H     Robins   Company Inc
     745 F.2d312        4th Cir 1984                                                              31




                                                           vi




                                                                                                       01057
Koster       American Lumbermens               Mutual Casualty Company
  330 U.S 518        1947                                                                 15 1632


Liberty Mutual Insurance           Company
Transit    Mix Concrete     and Materials       Company
  No      06-12-00117-CV         2013     WL   3329026

  Tex App            Texarkana     June   28 2013      pet    denied                              18



Manu      International    S.A      Avon Products           Inc
  641 F.2d 62      2d    Cir.1981                                                                 49



Marchman          NCNB     Texas    National    Bank
  898 P.2d 709       N.M     1995                                                                 31



Mercier       Sheraton    International        Inc
  935 F.2d 419 1st Cir           1991                                                             31



Mowrey        Johnson       Johnson
  524 F.Supp       771   W.D     Pa 1981                                                          36



Omni    Hotels    Management Corp              Round       Hill   Developments   Ltd
  675 F.Supp       745   D.N.H 1987                                                               36



Piper Aircraft     Company         Reyno
  454 U.S 235        1981                                                        15 16 28 29 32   40



Quixtar     Inc      Signature    Management Team             LLC
  315   S.W.3d28       Tex 2010                                                  141518323340

Reid    Walen      Hansen
  933 F.2d    1390    8th Cir 1991                                                                17



Sanwa Bank Ltd            Kato
 734 So.2d 557 Fla Dist Ct                App 1999                                                31




                                                     vii




                                                                                                       01058
Schexnider         McDermott       International         Inc
  817 F.2d       1159    5thCir
  rehg denied           824 F.2d 972 5th    Cir
  cert    denied 484 U.S 977            1987                                             49



SES Products Inc              Aroma     Classique       LLC
  No     01-12-00219-CV          2013    WL     2456797

  Tex App            Houston                    June    62013.                   183350

Shewbrooks          A.C and            Inc
  529    So.2d 557       Miss 1988                                                       31



Sinocheni       International    Company Ltd
Malaysia    International Shipping            Corp
  549 U.S 422           2007                                                     14 15   18



SME Racks         Inc      Sisteinas   Mecanicos Para Electronica         S.A
  382 F.3d 1097           11th Cir 2004                                                  16



Texas    Custom Pools Inc              Clayton
 293     S.W.3d    299    Tex App            El Paso   2009    orig proceeding           24


Tuazon          R.J Reynolds     Tobacco      Company
 433     F.3d    1163   9th Cir 2006                                                     43



Varo       Owens-Illinois       Inc
 948     A.2d 673       N.J   Super 2008                                                 31



Vicknair        Phelps    Dodge   Industries      Inc
 767 N.W.2d         171    N.D    2009                                                   31




                                                       viii




                                                                                              01059
Statutes



TEx Civ PRAC              REM CODE ANN      71.051    West 2005              18



TEx Civ PRAC              REM CODE ANN     71.051i        West   2005        18



TEx PR0B CODE ANN              4A West   2013      Supp                      46


TEX PROB CODE ANN              4B West 2013        Supp                      46


TEx PROB CODE ANN              4F West 2013     Supp                         46


TEx PROB CODE ANN              5B West 2013        Supp                      46




Rules



TEX      App        9.41...                                                 60



TEX      APP        52.3j..                                                 61



TEX      App 52.4b                                                          61



TEX      App 52.4b


TEX      Civ        176                                                     40


TEX      CIV        205                                                     40



TEX      Evrn      802                                                  2n.620



Miscellaneous      Authorities



HAGUE CONVENTION ON TAKING           OF EVIDENCE
ABROAD     IN   CIVIL    OR COMMERCIAL MATTERS
23 U.S.T    2555    1968                                                    42



                                              ix




                                                                                  01060
                                           ISSUES          PRESENTED

Was     it   an abuse            of discretion          for      statutory    probate       court     in Harris       County
Texas        to    deny          motion         to dismiss certain         claims for forum non conveniens

based     on       the    contention that               court    in   Tamaulipas         Mexico would              be    more
convenient           venue           for litigation      of those claims          where


             the    claims involve               four    parties       none      of whom resides anywhere in
          Mexico               all   of whom reside in Texas and                  three of whom reside in Harris

             County         Texas


          the       claims were pleaded                    by   the    duly   appointed         executor         of an estate

          pending              in the    same probate           court



          the claims             were pleaded           as counterclaims          in     will contest                    in the
                                                                                                            pending
          same probate                  court    and presenting common                   issues   of fact



          the      claims seek relief only from                          party   who      has lived        in Texas     for 34

         years           and    who commenced                 the proceeding           in the   same probate         court     in

         which            the    counterclaims           were pleaded


         the       claims are based               on    the    rights under       Texas        law    of    decedent      who
         lived           in Texas        for the    last      25 years    of her life lived           in Harris       County
         Texas            for the       last    seven      years of her life and died in Harris                       County
         Texas


         the claims are expressly based                             on causes of      action    that are recognized            in

         Texas           law but unrecognized                   in   Mexican law


         the counter-defendant                     pleaded third-party            claims against           two   individuals

         who        are not subject              to the jurisdiction          of the courts          in   Tamaulipas       and



         the party seeking                 dismissal          had    failed to identifr in response to                  formal

         request           for disclosure               single witness           who    resides      in    Mexico




                                                                                                                                    01061
Was   it   an abuse        of discretion          for        statutory      probate       court   in Harris    County
Texas      to   deny       motion        to abate       certain     claims where



        the     claims were pleaded                 by    the      duly     appointed       executor       of an estate

        pending         in the     same probate           court



        the claims        were pleaded            as counterclaims            in      will contest                  in the
                                                                                                      pending
        same probate             court    and presenting             common          issues    of fact



        the party seeking             abatement           had not        filed      verified      plea in abatement


        the     first   asserted                  for abatement           was      the claimants                        lack
                                    ground                                                            supposed
        of capacity to serve               as     executor         of the    estate       but the    Trial Court        had

        already         made        finding        of capacity            in the     manner       prescribed       by    the

        Texas      Probate         Code


        the     second      asserted       ground        for abatement              was       supposed      conflict      of

        interest that       would        disqualify          the claimant          from serving      as executor         but

        no evidence          proving        the    existence        of      conflict      was offered        and



        the     third asserted                      for abatement             was                      need    to await
                                      ground                                              supposed
        the     outcome        of proceedings                 in   Mexico          but the     movant       offered      no
        evidence         proving         that   those        proceedings            which involved            different

        decedents            estate        would          affect      the     outcome          of    the    executors

        counterclaims            or any     other       reasonwhy            the    litigation in    Mexico        should

        be given        priority      over the      litigation here




                                                        xi




                                                                                                                               01062
               RESPONSE TO PETITION FOR WRIT OF MANDAMUS

TO THE HONORABLE                            COURT OF APPEALS

         Respondents            James        Thomas Dorsey               as Independent         Executor          of the Estate      of



Dorothy Louise Longoria Deceased                            the    Executor              and Sylvia Dorsey            Sylvia

through       counsel         respectfully          submit        this    response       to   the      Petition      for    Writ     of



Mandamus the Petition                         filed herein        by Shelby Longoria                 Shelby

                                              STATEMENT                  OF FACTS

                              Objections          to Petitioners           Statement of Facts


         While we would                prefer     not to burden          the    Court with competing                statements       of



facts    we    are compelled            to do     so   by   the    impropriety of the                statement      submitted by



Shelby        It   includes          over    35   citations       to   documents         that    were not admitted                 into



evidence      below These              improper references               to extraneous        materials      include citations



to inadmissible         affidavits1         and citations to exhibits             that   were attached        to the affidavits



but not separately            offered       and admitted into evidence.2                 Respondents          timely objected




         See       Petition     at     n.4        nn.8     1012141618                    nn.2023-26                nn 2729-31
  n.43        15   n.64        23 n.78             n.43      These        are    citations      to    affidavit     testimony        of

Shelby    and affidavit          testimony of one of his attorneys                        Kristen Schlemmer


          See      Petition     at      n.2     citing Exhibits 3.1 and 3.2                   to the     Affidavit     of Shelby

Longoria             n.5   citing Exhibits B.1 and B.2 to the Affidavit                               of Shelby      Longoria
 n.6    same            n.7    citing Exhibit 4.2 to the Affidavit                       of Kristen       Schiemmer                n.8

citing Exhibits            C.l and C.2            to the    Affidavit          of Shelby      Longoria               n.30    citing
Ethibit 5.2 to the            Affidavit       of Kristen      Schlemmer                   n.32       citing Exhibit           to   the




                                                                                                                                          01063
to the      affidavits         and their attached              exhibits3      and none        of them was admitted                into




evidence       save           few    exhibits   to    which Respondents               withdrew        their objections          during


the   hearing.4          Shelby       presented       in the    lower court          and he presents         in his Petition        no


argument       or authority            in response        to    Respondents            objections       except        as to     single



exhibit       Exhibit                  which                                                           was      not    admitted.5
                                                     despite      Shelbys           arguments


Respondents              objections       are valid       and    it   would have been harmful                 error to consider



the   affidavit         testimony and associated                 exhibits      cited    in the     Petition.6




Affidavit      of Kristen            Schlemmer             n.33 citing Exhibit                    to the Affidavit       of Kristen

Schlemmer                     n.34    same      23        78 citing Exhibits             B.1 and       B.2         25 n.79 citing

Exhibits      B.1 B.2 C.1              and C.2 to the Affidavit                of Shelby          Longoria      and Exhibits 4.1

and   5.1    to the      Affidavit       of Kristen       Schlemmer

            Record 00732-3


            Record 00830-31                 The      exhibits        that   were attached         to affidavits       and admitted

into evidence            by agreement           were Exhibits                                                and         which can
be found      at   Record            00943-1073


                   Record 01183-1201                 Shelby Longoria                 Response        to Executors        Amended
Objections         to         Single Exhibit to the Affidavit                  of Shelby          Longoria      Oct            2013
01202-05       Reply           Brief in Support          of Objections to Exhibit                     to Affidavit       of Shelby

Longoria       Oct              2013

         6The      affidavit         testimony    is   inadmissible           on   several   grounds including hearsay
See   TEX          EvID         802     Continental            Oil    Co       P.P.G Indus             504 S.W.2d         616 622
Tex      Civ    App             Houston lst Dist 1974                       writ   refd n.r.e disapproved                     on other

grounds       In re Smith Barney                 Inc      975        S.W.2d    593      597-98       Tex 1998           affidavits
inadmissible             as    hearsay     in    proceedings                on motion        to    dismiss      for               non
                                                                                                                       forum
conveniens




                                                                                                                                         01064
             Another reason why Respondents                                    are justifiably      dissatisfied      with    Shelbys


statement           of the facts            is   that   it   is   highly argumentative           and   filled    with assertions       that



have        no relevance              to   the    issues          before the Court but are
                                                                                           transparent               attempts to cast



Respondents                 in         bad       light        Notable       examples       are   Shelbys         assertions    that     the




Decedent             Dorothy Louise                     Longoria        Dorothy           was induced           by her daughters             to



sign wills in          2009 2010                  and     2011         Neither the wills in question               nor evidence        that



the    Decedent             was induced             to sign         them was     admitted        below     Shelbys      assertions       of



undue        influence            are gratuitous              slurs      and   irrelevant    to the     issues    before   this    Court


             Also irrelevant                are wills             supposedly     signed    by Dorothys husband                Eduardo


Longoria            Sr      Eduardo                          Wish       Letter    signed    by him and            so-called    Private



Agreements between him                              and his daughters.8             None     of these     documents purports             to



be signed by Dorothy and none of them purports to affect                                           her property or her            rights.9




She    is   not even         mentioned             in the         Wish   Letter    or in the Private            Agreements.1           But


this   case involves                  her estate         not that of her husband                 The wills       Wish   Letter and




                 Petition        at   5-6


                 Petition    at       3-4


                            00967-73              Ex F.l F.2 01038-53                  Exs       1.11.2          1054-62      Exs
K.2         01063-70         Exs           L.1     L.2
            10
                 Record          00967-73          Ex         F.l     F.2   01054-62       Exs K.1 K.2                1063-70        Exs
L.1    L.2




                                                                                                                                                  01065
Private        Agreements            of Eduardo Longoria                Sr have no relevance           to the    issues       sub



judice



          Finally Respondents                  are dissatisfied with       Shelbys statement of               facts because



it   persistently      misrepresents the content               of the counterclaims           which Shelby seeks               to



have dismissed               For example          Shelby    discusses      the   formation     of     Mexican         trust    by


Eduardo         Longoria          Sr and       repeatedly      asserts    that    the    counterclaims          contest       the




validity       of the trust         To   the    contrary    the   counterclaims do not seek                 decree setting



aside    the    trust.2




         For these reasons               Respondents         exercise     their prerogative         under     TEX         APIP



     52.4b       to   submit        statement       of facts in lieu of that submitted by Shelby



                                         Respondents         Statement of Facts


         Procedural Posture                    of the Litigation         This original       proceeding         arises    from


  will contest        that    was   filed   by Shelby on June            18 2013        in   statutory      probate      court


Probate       Court    Number One               Harris    County    Texas        the Trial Court.3                   Shelby    is




         Petition            at   3-4 11 30

         12
              The Executor          contends       that    Dorothy owned            community-property                interest

in shares      of stock that were placed in the trust and he contends                          that    Shelby breached
his fiduciary         duty to Dorothy in the course of his management                          of the companies            that

issued the shares             but the Executor            does not seek          decree setting       aside    the    trust



               Record 00020-32 Shelby Longoria                          Contest of2O 10 Will           June     182013




                                                                                                                                    01066
                       the validity      of     will signed          his   mother Dorothy on January
contesting                                                     by                                                               21 2010

over two years                before she died on April               2012.14                       estate                            in the
                                                                                 Dorothys                        is   pending


Trial Court because                   she was      resident    of Harris                       the    time of her death she
                                                                               County     at




died in Harris               County      and her will was admitted to probate                      in Harris              County.5



            Respondent James                   Thomas      Dorsey the          Executor              is    the       duly       appointed



Independent                 Executor    of Dorothys estate.6               In that    capacity       he pleaded             on July 18


2013            set    of counterclaims against            Shelby     the                     of which               that Shelby       had
                                                                             gravamen                           is




breached          fiduciary          duties    owed by him      to Dorothy.7            On August 30 2013 Shelby


as   Counter-Defendant                        pleaded    third-party        claims                        his    sisters          Adriana
                                                                                        against



Longoria              Adriana            and    Sylvia Dorsey         Sylvia.8                On     the    same day Shelby


amended               his    will    contest    and     thereafter     on September             26 2013                   the   Executor




           14
                Record         00022 00025

                 Record         00001-3       Application       for Probate          of Will    and Issuance                    of Letters

Testamentary                 June 28          2012      01208-09       Order         Admitting            Will       to    Probate     and

Authorizing             Letters       Testamentary        Oct        2012
           16Record           01208-09 Order Admitting                Will to Probate and Authorizing                             Letters

Testamentary                 Oct        2012

                 Record         00036-48         Original       Counterclaims            of James               Thomas Dorsey
Independent             Executor        of the Estate      of Dorothy Louise            Longoria Deceased July 18
2013
           18
                 Record             00649-54     Counter-Defendant                   Shelby    Longorias                   Third-Party
Petition        Aug 30 2013




                                                                                                                                              01067
amended          his counterclaims                            Shelby       Those counterclaims
                                                  against                                                    against       Shelby


and    the      related      third-party          claims     of Shelby      against                and      Adriana        are    the
                                                                                        Sylvia



subject        of    this   original       proceeding



           Shelby           filed    in     the     Trial     Court        motion       to      dismiss      the     Executors


counterclaims based                  on    the    doctrine    offorum non conveniens.2                  The counterclaims


said   Shelby would                 more conveniently              be litigated in the           United      Mexican         States




Mexico                  The motion           did not identify           particular    Mexican       state    that    supposedly


would be             more convenient              forum than      Harris                Texas but an accompanying
                                                                           County


affidavit       suggested           that    the   Mexican      State    of Tamaulipas           was where according                to



               the    Executor       should be required to                                                                   As
Shelby                                                     pursue the claims against                         Shelby.2             an



alternative           to the   remedy of dismissal Shelby                    asked      the     Trial    Court      to   abate    the



Executors counterclaims                      until   Shelbys will       contest   was fully adjudicated                  and until



  case that Adriana                 and Sylvia had           filed in   Mexican       federal    court    was      concluded.22




          19
               Record        00633-00648             Shelby Longorias Amended Contest                            of 2010 Will

Aug 30 2013                      Record           00655-73      Original      Counterclaims              of James         Thomas
Dorsey         Independent           Executor        of the Estate      of Dorothy Louise           Longoria Deceased
to Shelby        Longorias Amended Contest                        of 2010 Will         Sept 26          2013
          20
               Record        00049-57

          21
               Record        01080          1083-85

          22
               Record        0005 3-54




                                                                                                                                        01068
           An      evidentiary             hearing on the motion              to dismiss or to             abate    was convened           on


October              2013       23    On    October       10 2013       the    Trial Court issued                an order denying          the



motion        in   its    entirety.24




           On November 12 2013                            Shelby    commenced             this
                                                                                                  original       proceeding         Shelby



urges    this      Court to issue              writ of      mandamus commanding                         the   Trial Court to dismiss



the   Executors                 counterclaims             against      Shelby       for   forum         non conveniens               In    the




alternative          Shelby seeks               writ compelling           the Trial Court to abate                 the    counterclaims



pending        the       outcome           of his will contest         and    the    case in Mexico.25



         Residence                   of the Parties           Shelby          the   party insisting              that for the       sake    of



convenience               the    Executors counterclaims                      against     him must be brought                 in   Mexico


  does        not live in            Mexico         He    lives   in   McAllen Texas                   and has lived        there    for 34




years.26



         The Executor who                      is   the   Counter-Plaintiff             who      is   asserting     the   claims which



Shelby        seeks to have dismissed                      lives    in Harris       County            Texas.27




         23
               Record           00792-93


         24
               Record            1206-07

         25
               Petition         at    34

         26
               Record 00861

         27
        Record 0063 3-34 The address has been redacted but appears                                                        in the   original

pleading filed by Shelby in the Trial Court




                                                                                                                                                 01069
         Sylvia     whom       Shelby       named      as        Third-Party Defendant               with respect     to the



Executors counterclaims                lives in Harris           County      Texas.28




        Adriana        whom         Shelby    named         as     Third-Party Defendant                with   respect     the



Executors counterclaims                lives in Harris           County      Texas.29




        Thus      every      party to the          litigation     which Shelby          insists      must   take   place    in



Mexico      lives in   Texas and           three    of the four parties          live in Harris       County       Texas


       Residence           of Witnesses         In response        to    formal request         for disclosure       Shelby


did not identify           single   potential       witness      who     lives   anywhere       in   Mexico.3       Nor did


he   name   one in his testimony during the hearing on his motion                               to dismiss.3        He did


however      identify      in his disclosures          twelve      potential      witnesses       who    live in Texas.32



       Those      identified        by Shelby       as potential        witnesses    include his brother Eduardo



Longoria Jr         also   known      as   Wayo      Longoria       Wayo            who    is   another     of Dorothys




       28
            Record     00649         The address has been redacted                    but appears in the            original

pleading    filed   by Shelby        in the   Trial    Court

       29
            Record     00649         The address has been redacted                    but appears in the            original

pleading filed by Shelby             in the   Trial    Court

       30
            Record     00859-60         01153-59        Ex D-3
       31
            Record     00834-73

       32
            Record     01154-56        Ex D-3




                                                                                                                                 01070
children         Wayo     lives in    Austin Texas and has                 lived      there for about       35 years.33      He


is    an important        witness because           in   1983 Wayo           and      Shelby       both     of   whom     were


residing       in Texas       sent    to   Dorothy         letter    in   which they promised              to hold      certain



assets     as      they were                             and    promised         to   make     the   fruits      available   to



                 for          direction       as to   their use.34          In    his counterclaims             the   Executor



avers    that this letter     evidences            fiduciary     relationship         between      Shelby       and Dorothy


and that Shelby           breached     his fiduciary           duty to his mother.35


          Another       example of          fact    demonstrating          Wayos                           as
                                                                                         importance               witness     is




     transaction    between     him and Shelby            in    2007                                            in the United
                                                                          Following       negotiations



States with the assistance             of American             counsel     they agreed to redemption                  of shares



of stock in two Mexican              holding        companies        in   which       the Executor        claims      Dorothy


owned community property                   rights     Wayo and            Shelby      agreed that to redeem              forty-



percent        interest   in the     shares    one       of the     companies          would    pay $24000000                in


currency        of the United      States into           trust    for   Wayos         benefit.36




               Record 00861


               Record     00844-45         01074-75       Ex P-i
               Record     00658-59

          36
               Record     00862 00870-72              01163-8           Ex D-6




                                                                                                                                   01071
           Respondents            identified        many         other    potential     witnesses        who      live    in   Texas


although            Shelby    failed to     identify       them    in his disclosures.37           They        include      Shelbys


wife Tita who                lives with     Shelby       in   McAllen        Texas.38




           Residence of the Decedent                        Dorothy       lived   in Texas      for the last 25 years            of her



life    She and her husband                 Eduardo were married                  in   Laredo      Texas                       lived   in
                                                                                                                initially




McAllen Texas                 later      moved      to   Nuevo Laredo Tamaulipas                         Mexico          and   finally



settled        in   Laredo       Texas     in 1986       or    l987 When              Eduardo died         in    2005 Dorothy


moved          to   Houston       where she        lived      until her death in        20l2

          Nature of the Counterclaims Against Shelby The Executors counterclaims



begin     with       this   overview41



                       These      counterclaims            are    brought      by       citizen     of Texas

                       against    another         citizen     of Texas        Counter-Plaintiff           is   the

                      personal representative                 of an estate pending             in this   Court
                       and adjudication             of these        counterclaims         is    essential        to

                       administration of that estate                     The Decedent      lived    in Texas

                       for the    last    25 years       of her life        These counterclaims                are

                      based      entirely on Texas            law None        of them     is   based     on any
                      law of     the     United     Mexican         States




                Record       00687-8


          38
                Record       00835

               Record        00853        01160-61         Ex.D-4
          40
               Record        00 855-57


          41
               Record        00655

                                                                    10




                                                                                                                                            01072
Thereafter           the Executor           repeatedly avers that his causes                    of action     are based      on Texas


law and          only on Texas            law.42    In addition he          makes numerous averments                      of specific



facts occurring             in Texas.43




          The Executor              pleads that         fiduciary         relationship         existed      between     Shelby      and



Dorothy and            it   arose      both out of an informal confidential
                                                                                                    relationship    and by express



agreement.44           Two        letters    evidencing       that    relationship         and agreement and signed by



Shelby         in   Texas        are     specifically       identified       by   the    Executor.45           Both    letters    were


admitted into           evidence           during     the    hearing       on Shelbys motion to dismiss.46                          The


second         of them      is   dated October          2007 when            both Shelby              and Dorothy indisputably



lived     in    Texas        and    it   dealt                        with                     sum     of             $450000
                                                   specifically                   large                     money                     in




currency         of the United           States that Shelby           was by      his   own admission              holding       for the



benefit        of Dorothy.47            The Executor          avers       and   proved         at    the   hearing    that   Dorothy




          42RecordOO66O                      1922       00663        J33 35 00664                      1JJ36-39 00666            144
00668      1JJ      48-49 00669-70 Prayer                     for   Relief


               Record 00655              J2 00657           fi 9-10          00658      IJIJ   12      16   00659       17       00660

JJ   19-20 23-25 00661                       J26-28

               Record        00658       fi 15-16           00659          18     00660               24

               Record        00658           16     00659     11    17
          46
               Record 00844-45                01074-75         Ex P-l 00868                    01162        Ex D-5
               Record 01162              Ex D-5
                                                                     11




                                                                                                                                           01073
and Eduardo were married                        in   Texas      so     all   of their property          was presumptively


community           property48 but the               Executor        also    avers    that    property      that    was held or


should have         been held by Shelby                in trust   for    Dorothy included not only property                      that



was    or had been            her       community          property           but    other    property       as     well.49      It    is




therefore        inaccurate   to   say     as Shelby       does        that the      Executors case depends                  entirely



on   the    existence    of community property                    the Executor         avers    that    Shelby breached               his




fiduciary        duty with    respect      to    Dorothys            separate     property      as well.5          One example


                    identified                   Executor
specifically                       by     the                     is   the   $450000          referenced       in the       letter     of



October           2007        Finally the Executor                   avers   that    Shelby     breached           in     multitude



of   ways       his fiduciary      duty to Dorothy and his express agreements                               with        her.52




           48
                Record 00657                    00660     IJ   22       01160-61       Ex D-4
                Record 00657                          00658             13-15 00660                  19-24 00663
                                   IJIJ   9-1
                                                                                                                                 35
           50
                Record   00663     11     35

                Record   00659            17
           52
                Record   00660            19-20 24-25 00663                          35      00666     IJ   43     00668         48
                                                                  12




                                                                                                                                            01074
                                                       ARGUMENT

          The     Trial Court Did Not Abuse                         Its Discretion          by
          Declining         To    Dismiss the Executors                     Counterclaims


                      To Show Himself Entitled To Dismissal                                    Shelby     Was      Required         to

                      Bear        Heavy Burden To                        Clearly      Show        Facts      That Strongly
                      Favor          Specific         Available and Adequate                           Alternative         Forum
                      While       Giving     Substantial Deference                        To   This     Forum


          In this     proceeding Shelby argues                     that the Trial Court          was required as             matter



of law    to dismiss the           Executors counterclaims                    against       Shelby      based     on forum non


conveniens              even though         Shelby         lives    in   Texas      the   Executor       lives     in   Texas      the




third-party       defendants        live in       Texas      the    Decedent         who was      the     victim of Shelbys



torts   lived    in   Texas   for the      last   25 years of her life and the Decedents                          estate   is    being


administered in Texas                 Even        in the    face    of these     facts      Shelby      insists    that    the   Trial



Court had no discretion               to   deny     his    motion        to dismiss       that dismissal        was     absolutely



mandatory          even though        he concedes            as    he must that       the   Trial Court has jurisdiction




over the       subject    matter and        all   of the     parties.53




          In   making      this   rather    remarkable            argument          Shelby never mentions                  let   alone



applies         the     correct    legal    standard          Shelby        cites    neither     the    most      recent    case    in



which     the   Supreme       Court of Texas              made aforum non                 conveniens      determination            nor


the   most     recent    case in which the Supreme                      Court of the United        States     did    so Though



               Record     00811

                                                                   13




                                                                                                                                         01075
ignored        by Shelby both                   cases         are    instructive          here         See    Sinochem              Intl    Co

Malaysia Intl Shipping                      Corp          549 U.S             422     2007             Quixtar             Inc          Signature



Mngmt Team LLC                    315 S.W.3d              28        Tex 2010

          In    both      cases     it    was held            that     defendant            seeking          dismissal         for   forum non


conveniens            ordinarily           bears           heavy        burden         in      opposing           the   plaintiffs         chosen



forum          Quixtar 315 S.W.3d 2831                           Tex 2010             quoting Sinochem                      549 U.S        at   430

emphasis added.54                 But Shelby never acknowledges                                 the    heavy burden imposed on


him by         common law                 Instead         Shelby         jumps ahead              to    address         the      adequacy        and


availability of            Mexican           forum and various                      factors      of private          and public          interest




By    considering          those         criteria   without            reference          to    the    controlling            legal     standard



Shelbys argument wanders aimlessly                                      and leads         to      manifestly unjust                 conclusion



          In    direct    contradiction             of entire thrust of Shelbys argument                                         both    the    U.S


Supreme         Court      and    the      Supreme             Court      of Texas              in their      most         recent       decisions


declared that substantially                      greater            deference        must be paid            to     claimants           choice    of




               In   makingforum             non conveniens                determinations                the       Texas       Supreme Court
has routinely          applied the         standards            enunciated           by   the    United       States       Supreme Court
Quixtar        315 S.W.3d            at    32    we           regularly            consider United                States      Supreme          Court

precedent           in both    our    common              law and         statutory         forum non              conveniens            cases
Shelby admits that             Texas        takes       its   common-law              forum non conveniens                       doctrine       from
the   equivalent          federal        doctrine             Petition        at      citing Benz             Group              Barreto 404
S.W.3d     92        96   Tex App                Houston                      Dist 2013 no               pet            yet   Shelby       largely

ignores    the       federal   case law          in his presentation                  to this     Court


                                                                         14




                                                                                                                                                       01076
forum where                as here       the   claimant lives within the forum                          Sinochem         549        U.S    at




430         Quixtar        315     S.W.3d       at    31     This requirement                  of greater        deference          to    the



claimants          choice    of his     own    place of residence            as the      venue of the          litigation      is   deeply


rooted in the          common            law   of forum        non conveniens                  dating     at    least   to Koster



American Lumbermens                        Mutual Casualty                Co      330 U.S         518    1947           in   which        the



Court wrote



                     V/here       there are only        two    parties      to        dispute    there    is    good
                     reason       why    it   should be tried in the plaintiffs                   home forum
                     if   that   has been his choice                He    should        not be deprived            of

                     the    presumed advantages                   of his    home       jurisdiction        except

                    upon           clear      showing of          facts   which        either           establish

                     such    oppressiveness             and vexation             to     defendant        as to be

                     out of      all
                                       proportion      to   plaintiffs      convenience            which may
                    be shown            to be slight or nonexistent                    or        make     trial    in

                    the     chosen       forum      inappropriate          because          of considerations

                    affecting           the     courts       own          administrative            and         legal

                    problems


330 U.S       at   524 The Supreme                  Courthas      repeatedly confirmedthe                      continuing validity


of   this   standard        Sinochem           549 U.S       at   429      American Dredging                    Co       Miller 510



U.S 443 447448                   1994          PiperAircraftCo                        Reyno 454 U.S 235241                          1981

Yet Shelby never mentions                      it




            Even    where        the    plaintiff does        not reside          in the      forum            defendant        seeking


dismissal      for forum          non conveniens            must make                 showing      that the       relevant          public


and private         interests strongly favor                      specific       adequate and            available           alternative




                                                                    15




                                                                                                                                                01077
forum          DiFederico           Marriotlnt               Inc        714 F.3d 796 802 7th Cir 2013                             quoting


Jiali   Tang         Synutra       Intl     Inc         656    F.3d      242        246 4th      Cir.2011                 emphasis              in




original        But when      the plaintiff chooses                 his    home forum                 the    plaintiffs           choice        of



forum    is    entitled   to even greater              deference          DiFederico 714 F.3d                      at    802-03     citing



Pzper Aircraft 454           U.S      at   255-56             The forum         in   which     the     plaintiff          is      citizen       is




presumptively convenient                          Pzper       Aircraft         454     U.S       at     256            and     should       be



overridden only           when     the defendant          establish                 such oppressiveness                   and vexation



to    defendant      as to be out          of   all   proportion         to plaintiffs        convenience                which maybe


shown     to   be slight or nonexistent                      Koster       330 U.S        at    524         As long           as there      is




real showing of convenience                      by     plaintiff        who   has sued        in his       home forum                  will



normally       outweigh      the    inconvenience             the       defendant      may     have         shown            Id


        Overwhelming                authority           stands      for the         proposition that              courts       must give


substantially      greater
                              deference           to   the    claimants        choice     of forum               when      the    claimant



is    citizen    of the forum         DiFederico 714 F.3d                      at   803 citing         Duha              Agrium Inc

448 F.3d 867 873 6th Cir                   2006          See also        SMERacks             Inc           SistemasMecanicos


Para Electronica           S.A       382 F.3d 1097                 1101     11th Cir 2004                   explaining             that    the




presumption         in favor of the plaintiffs                initial     forum choice                is    at   its    strongest    when


the                                                                                       of
      plaintiffs    are    citizens         residents         or    corporations                this        country               Guidi



InterContinental           Hotels     Corp            224 F.3d 142 1462dCir                     2000             reversingbecause



                                                                   16




                                                                                                                                                     01078
 the district    court       did not recognize          that the                     is   entitled to greater deference
                                                                         plaintiff



when    choosing         her       home forum Reid Walen                         Hansen       933 F.2d       1390     1395       8th


 Cir   1991 citizens                  should rarely be denied access                               of the United
                                                                                      to courts                            States


Founding         Church of Scientology of Washington                             D.C                    536 F.2d 429 435
                                                                                              Verlag



D.C     Cir      1976                          should   require           positive    evidence     of unusually            extreme



circumstances            and should be thoroughly convinced                          that material     injustice     is   manifest



before exercising                 any such     discretion      to    deny        citizen    access   to the       courts    of   this




country

        In   sum       the    Supreme Court has admonished                       that     unless   the balance       is    strongly


in favor of the        defendant         the                   choice          of forum should
                                                plaintiffs                                           rarely be      disturbed


Gulf   Oil      Corp              Gilbert 330         U.S    501         508    1947       emphasis      added             and   that




jurisdiction      is   to be declined only in exceptional                       circumstances           Id   at   504 Forum


non conveniens               is   an exceptional        tool   to        be applied       sparingly not           doctrine       that




compels      plaintiffs to choose              the   optimal forum for their               claim       Boston      Telecomms


Group Inc              Wood         588 F.3d 1201           1206         9th   Cir 2009       quoting Dole Food                  Co

Inc      Watts         303 F.3d       1104      1118    9th Cir.2002


        This Court has acknowledged                         these        well-established       principles         Unless        the



balance weighs           heavily       in favor       of the defendant                court   should     rarely     disturb      the




plaintiffs      choice       of   forum In       re   OldRep Nat               Titlelns     Co.No 14-lO-0l219CV


                                                                    17




                                                                                                                                        01079
2011    WL      345676         at           Tex App              Houston                 Dist Feb                   2011           orig



proceeding citing          In re       ENSCO        Offshore Intern             Co 311     .W.3          92192829 Tex

2010       Accord SES Prods Inc                              Aroma     Classique       LLC No            0l-12-00219-CV


2013    WL      2456797         at          Tex App              Houston               Dist      June          2013            citing



Sinochem        549 U.S        at    430 Gulf Oil 330 U.S                  at   508    Quixtar     315        S.W.3d          at   31
        These    black-letter          principles       are ignored in the Petition yet they constitute                               the




overarching      standard           by which     courts       are to evaluate         the various      factors       relevant          to



forum     non   conveniens             determinations                Because      Shelby    considers          those          factors



without    reference to the controlling                  standard         Shelbys      analysis     is
                                                                                                         meaningless


                 The Standard                for Dismissal           Under      the   Common Law               Is

                 More      Stringent           Than      the Standard            Under     the   Forum
                 Non Conveniens                  Statute        Which        Is Inapplicable        Here


        The argument presented                   by Shelby           contains    another   material           error      it   fails    to



distinguish     cases     governed          by   the    common         law from cases       governed by               the      Texas



forum non conveniens                 statute     TEx CIV PRAc                   REM CODE ANN                   71.051          West

2005      The   statute   is   applicable        only to actions          for personal injury or wrongful                      death


TEX Civ PRAC               REM CODE              Ainr           71.05    1i West 2005             so     it   has no bearing



here       Forum        non         conveniens          cases        under      the    common          law      are        clearly



distinguishable         from        cases   under      the   statute     Liberty Mutual Ins              Co         Transit        Mix


Concrete      and Materials            Co No           06-12-00117-CV             2013     WL    3329026            at             Tex


                                                                18




                                                                                                                                            01080
App         Texarkana June              28 2013         no pet        h.      Shelby       cites    several        cases    that   were


governed by         the     statute      not by the       common             law    but Shelby             fails    to   mention    the



statute    or advise      the   Court of        this    important          distinction.55




          Shelby     had             powerful      incentive          to   gloss over              the     distinction       between


                and common-lawforum                    non conveniens
statutory                                                                          analysis        as the     Supreme Court of


Texas     has     observed           in cases     decided       under       the    common          law      the    private-interest



factors     and    public-interest            factors    must strongly               favor         the    movant         in order   for



dismissal       to be warranted          but under the statute                    mere   tipping         of the balance in favor



of the    movant     is all     that    is
                                             required      In re      ENSCO         Offshore International                  Co      311



S.W.3d      921    928-29       Tex 2010

                   Shelbys Argument Depends Entirely on Documents
                   That Were Not Admitted into Evidence and Testimony

                   That the Trial Court                  Was     Not Obliged               to   Accept


                             The       Petition        Relies on Affidavits and Exhibits                            That
                             Were Not Admitted Below and Are                                    Inadmissible



          The    Petition     contains          numerous        citations         to evidence        that     was not admitted


during     the    hearing       on Shelbys              motion        to    dismiss        and      that     is    indeed     facially




            See Petition 1723 26 citing In reENSCO Offshore International Co 311
                                at

S.W.3d              Tex 2010 15 23 242629 citing In re BPZResources Inc 359
           921 927-28
S.W.3d 866 869-70 Tex App      Houston       Dist 2012 15 16 18 19 23 citing In
re Pirelli Tire L.L.C  247 S.W.3d   670 677-78  Tex 2007 15 citing Gomez de
Hernandez          Bridgestone/Firestone                North    American           Tire    L.L.C         204      S.W.3d   473     483

Tex App           Corpus      Christi        2006 pet denied


                                                                 19




                                                                                                                                          01081
inadmissible              There      are for example                 at   least      18 instances     of improper        citations   to



the   Affidavit          of Shelby                                Several
                                           Longoria.56                              days before the hearing         the    Executor


filed written                             to   this   affidavit.57             was not admitted                     offered
                        objections                                        It                             or even                   into



evidence        during the hearing on Shelbys motion to dismiss                                       and with good reason



no    statute      or    rule   authorizes            consideration            of affidavits        in support    of      motion     to



dismiss for forum non                     conveniens          and such              affidavits                      inadmissible
                                                                                                  are therefore



hearsay         See     TEX              EvID    802                           is   not admissible except         as provided        by


statute       or these      rules    or    by   other     rules    prescribed pursuant               to statutory      authority


Continental           Oil   Co           P.P      Indus 504 S.W.2d 616622                           Tex Civ App            Houston


      Dist 1974             writ ref            n.r.e disapproved                   on other grounds      In re Smith       Barney


Inc    975         S.W.2d       593       597-98        Tex 1998                affidavits        inadmissible      as               in
                                                                                                                         hearsay



proceedings             on motion          to    dismiss for forum                   non    conveniens        The      Affidavit     of



Shelby        Longoria       was objectionable                on     other      valid      grounds   as well.58




         56
              See Petition          at     n.4        nn.81012141618                             nn.2023-26         nn   2729-3
15   n.64      23 n.78 all citing affidavit                    testimony              of Shelby     Longoria

              Record        00732-3


         58
              Id


                                                                      20




                                                                                                                                          01082
          The      Petition        also     contains         improper          citations    to    the    Affidavit     of Kristen



Schlemmer who                is   an attorney          for   Shelby and          exhibits    attached       to her affidavit.59



The Executor         timely filed written                 objections      to this   affidavit      and some of the attached



exhibits.6        They were             neither     offered      nor admitted into evidence                 during the hearing


on Shelbys motion                  to dismiss the          Executors counterclaims


          All    told      the    Petition        cites    at   least    ten    exhibits    that    were not admitted          into



evidence.6         The Executor             timely objected              to admission        of these      exhibits.62




          Stripped of the assertions                   that are based          on inadmissible          affidavits    and exhibits



that    were not admitted               into evidence           Shelbys statement            of facts      is   reduced to     few




                            Petition
               See e.g                       n.7       citing Exhibit          4.2         n.32 citing Exhibit                 n.33

citing Exhibit                     n.34     same                n.43 citing testimony of Kristen                     Schiemmer
25 n.79 citing Exhibits 4.1 and                           5.1

         60
               Record      00735-3


         61
               See Petition        at      n.2    citing Exhibits 3.1 and 3.2 to the Affidavit                          of Shelby

Longoria             n.5    citing Exhibits                      and B.2       to the   Affidavit       of Shelby     Longoria
  n.6   same             n.7      citing Exhibit 4.2 to the Affidavit                      of Kristen      Schlemmer            n.8

citing        Exhibits     C.l and         C.2 to the           Affidavit       of Shelby        Longoria             n.30   citing
Exhibit 5.2 to the Affidavit of Kristen                           Schlemmer                 n.32    citing Exhibit           to the

Affidavit       of Kristen        Schiemmer                  n.33 citing Exhibit                 to the Affidavit       of Kristen

Schlemmer                n.34      same           23       78 citing Exhibits B.l and                   B.2       25 n.79 citing

Exhibits       B.l B.2 C.1              and C.2 to the Affidavit                of Shelby        Longoria       and Exhibits    4.1

and 5.1 to the       Affidavit           of Kristen        Schlemmer

         62
               Record      00734-36


                                                                    21




                                                                                                                                      01083
disconnected              points       and his entire argument                  falls     apart.63     One    important       example       is




Shelbys                                   argument         that                       entered        into   an agreement         with    her
                    oft-repeated                                   Dorothy


husband             Eduardo Longoria                Sr     to    divide       their       community property            into     separate



estates        and       that        court   in   Mexico        entered          judgment                            the
                                                                                                     partitioning          community


property.64          Neither the alleged             agreement            nor the alleged            judgment was admitted              into



evidence by the Trial Court so the argument                                     is   baseless     in this original     proceeding.65



          Well over              half    of Shelbys citations                 to      evidence        are   improper    references        to



affidavits          or exhibits          that    were not admitted                 into    evidence          The   Petition      does   not



assert that         it   was    error to exclude           such materials nor does                     it   present any argument or



authority       for the proposition that                   the    Executors             objections          were invalid       Needless



to   say Shelby            has no right to           mandamus             relief based          on evidence         that   was    neither



offered        nor admitted              in the    Trial    Court         Riddled          with      inappropriate      citations        the



Petition       is   plainly          defective     and should        be denied




          63
               The        few        assertions     of fact       that    are        supported        by admitted evidence              rely
almost exclusively on the testimony of Shelby                                        himself or that of his expert witness

Of course           the Trial Court              had no    obligation         to believe        that testimony         See text infra

at   23

          64
               Petition         at    1-2 11-13       22 30 32

          65
               Interestingly              Shelby     testified at the            hearing on October                 that   the    alleged

agreement           partitioning          his parents        community property was seen by himfor                               the first

time only two months                     ago      Record        00866

                                                                         22




                                                                                                                                                 01084
                                  The         Petition           Relies     on Testimony That the
                                  Trial Court                    Was   Not Required                To    Believe



                          the hearing on
         During                                     Shelbys motion                     to dismiss    Shelby called two witnesses



himself and an expert                   witness by the                 name           of Carlos Alberto       Enrique         Jose Lorenzo



Gabuardi          Arreola        hereinafter referred                     to as        Carlos        The    Petition      frequently        cites




their testimony                incorrectly                             that      the Trial Court         was obliged          to accept
                                                    assuming                                                                                 it   as



true    But            trial   judge    who         is    charged         with resolving issues             of fact      is                       to
                                                                                                                              empowered


make    credibility determinations                           and    may       choose         to believe one witness over another



while        reviewing            court       may         not impose             its   own     opinion     to the                    Howeth
                                                                                                                     contrary



Investments              Inc        City        of Hedwig                 Village        259 S.W.3d         877 894           Tex App

Houston                           2008         citing CityofKellerv                           Wilson 168 S.W.3d               802   819    Tex

2005         It   is   not necessary            to have           testimony from both parties before the                        trier     of fact



        disbelieve                            the        trier    of fact
may                            either                                            may         disregard    even   uncontradicted              and



unimpeached testimony from                                disinterested           witnesses         City   of Keller          168 S.W.3d          at




819     It   is   axiomatic            that    the       trier    of fact        is    the   sole judge     of the       credibility      of the



witnesses         and appellate           courts           have     no    authority          to   make   credibility determinations



These principles                of course            apply in          mandamus               proceedings           In   re Angelini         186



S.W.3d       558 560            Tex 2006                   citing Brady                      Fourteenth      Court       of Appeals          795




                                                                            23




                                                                                                                                                       01085
S.W.2d         712714        Tex.1990            Texas    Custom Pools Inc                     Clayton       293 S.W.3d          299


306     Tex App              El Paso      2009        orig proceeding



           The    Petition    relies     heavily on the testimony of Shelby                         and Carlos       It   contains



at    least eleven citations to testimony given                                                the hearing66         and
                                                                 by Shelby during                                           at   least



seven citations to testimony of Carlos.67                      The    Trial Court          was not        legally required             to




believe        any of this testimony                 Shelby of course          is   the    Counter-Defendant                who        is




seeking         dismissal     of the      counterclaims         against       him     so       he    is     highly interested


witness whose           testimony         is   inherently    suspect         Carlos       is    retained        expert witness


whose          testimony     was both impeached on cross-examination68 and                                      refuted     by        the




testimony of han Rosenberg                      the expert   called     by   the Executor.69              The   Trial Court       had


ample reason          to disbelieve        the    testimony of Shelby               and Carlos


          That testimony               and the inadmissible           affidavits      and exhibits           identified        in the




preceding         section    of   this
                                         response        constitute     virtually      all     of the evidence            on which


the    Petition     depends            The insurmountable             problem        for Shelby            in this   mandamus




          66
               See Petition       at       nn.9-lO             nn.12-1317                       n.25             nn.2729
n.46      11    n.56 16n.65
          67
               See Petition       at           n.3        n.44     16        n.65 17                n.68 18               72     28

nn.81-82

          68
               Record       00889-93


                                                             Ex D-l
          69
               Record       00907-22       01125-42


                                                              24




                                                                                                                                            01086
                      is   the     lack    of conclusive       evidence                                            on any of
proceeding                                                                      supporting his position                           the



criteria        for   forum non conveniens                   in     case in which he bears               the    burden    of proof



with    respect            to    every     criterion     The       Trial    Court       was not required          to believe      the




testimony of Shelby and Carlos                         and   without       their testimony         Shelby has no colorable



argument          that     he    carried    his   heavy burden        to prove      facts that     would have required            the



Trial Court to dismiss the                    Executors counterclaims                   for   forum non conveniens             in the



face   of the substantial                  deference    to be afforded           this   forum



                       Shelby Failed       To Prove That Any State in Mexico
                       Is       an Adequate and Available Forum for This Case


           In    order to          prevail     on      motion        to    dismiss      for   forum      non conveniens           the



movant          must       first    demonstrate         that      there    is     specific        adequate         and   available



alternative           forum               DiFederico 714 F.3d              at   802 quoting        Jiali   Tang 656        F.3d     at




246        In his      motion        to the    Trial   Court       as in his Petition          to this   Court Shelby          failed



to identifi         the    specific        forum advocated           by    him     he asserted        only that the Executor


must pursue            his claims          somewhere         in   Mexico         But Mexico has                federal   system in


which      states      enact and enforce their               own laws           and laws vary from one Mexican                  state




to another.7           Shelbys motion and                brief to the Trial Court did not say                    where    exactly




        70
                Record          01126


                                                                     25




                                                                                                                                         01087
Shelby        contended      that the Executor           should      have     asserted       his claims71             deficiency


that   was     fatal   in itself in light       of the movants             burden      to demonstrate          that       specific



alternative       forum     is   available     and adequate          Shelbys         expert       witness    however          made


reference        to the   laws of the Mexican            State    of Tamaulipas72             so   we   will   assume        for the



sake of argument that Tamaulipas                    is   the     alternative        forum advocated            by Shelby


          For three        reasons          Tamaulipas     is    not an available              and   adequate         forum       for




litigation       of the    Executors claims              first the         courts    of Tamaulipas          would not have



jurisdiction       over the       Executors claims             against       Shelby     or over      Shelbys         third-party



claims against            Sylvia    and      Adriana       second          the   causes       of action      pleaded         by   the



Executor        are not recognized            in Tamaulipas          or anywhere             in   Mexico       so    no remedy


is   available     there     third the Executors claims would almost entirely be time-barred



by an unwaivable             statute    of repose        Each of       these        three   points      precludes      the    relief




sought by Shelby



                             The Courts          of Tamaulipas               Would          Not Have
                             Jurisdiction         over    the Executors                Claims

                             Against         Shelby or His Third-Party Claims


                foreign forum          is   available    when        the    entire    case and       all   parties    can     come


within the jurisdiction             of that    forum Adams                   Merck            Co Inc        353     Fed      Appx


         71
              Record      00049-57           00058-92

         72
              Record      01080 01083-85

                                                                26




                                                                                                                                        01088
960 962          2009          quotingAlpine View                 Co    Ltd       Atlas       CopcoAB          205 F.3d 208 221


5th    Cir 2000            emphasis            added

            During        the    hearing        the    Court received            into       evidence        without objection by


Shelby          the    affidavit    of han Rosenberg                    highly qualified            expert     in   Mexican     law


Mr Rosenberg               also testified in person               during the hearing.74                Mr     Rosenberg      testified



that   if      the    Executor      were        to   file   in Tamaulipas             the    claims that       he has                  as
                                                                                                                         pleaded


counterclaims             here     the    court      in Tamaulipas            would almost certainly                  dismiss those



claims sua sponte for lack                     ofjurisdiction.75            The Executor           would     face insurmountable




problems             of both    subject-matter          jurisdiction           and personal jurisdiction                 whether       or



not    Shelby           purports      to       submit       to   the   jurisdiction           of       court    in   Tamaulipas.76



Consequently              the    alternative          forum proposed              by Shelby            is   unavailable       and     the



Petition        must be denied


          Even         greater     jurisdictional           problems         attend     the    third-party      claims of Shelby



against        Sylvia and Adriana                The Third-Party Defendants                        who      are represented     by    the




undersigned            attorney       will not voluntarily                  submit to the jurisdiction              of the   courts    of




                Record     00911-12             01125-42         Ex D-1
                Record     00908-22


                Record     01133-34            fi 28-34
          76
                Record     01134         T1J    28-37

                                                                       27




                                                                                                                                            01089
Tamaulipas                so    there   can be no argument                  that    the   third-party     claims could           be tried



there      Contrary to Shelbys assertions                            the   amparo         proceeding      filed   by    Sylvia     Dorsey


and     Adriana           Longoria        in     federal        court       in   Mexico       does   not subject           them     to   the




jurisdiction             of any    Mexican          court      in           other                           Shelbys
                                                                    any              proceeding.77                          third-party



claims against                 Sylvia and Adriana              cannot be tried in Mexico.78



           The Supreme Court has held                         that    the    inability to implead           potential       third-party



defendants has bearing on                           forum non conveniens                    determination               Piper Aircraft


454 U.S        at   259         In that   case      the putative           third-party      defendants       were       citizens    of the



alternative         forum         so their citizenship              militated      in favor of dismissal            Id Here on           the



other    hand        Shelby        has pleaded             third-party      claims against          two   residents        of Houston



Texas.79      Neither of them              is   amenable            to service       of process in Tamaulipas                or subject



to the jurisdiction               of the courts            of that State.8



         But        it   might be argued              Shelbys         third-party          claims against         his sisters      may   be



pursued       in         Houston        after   litigation           of the        Executors         claims        is    concluded        in




              Record 01136-38                        43-52

         78
              Record 01134                     34

              See         Record        00649       Counter-Defendant                      Shelby    Longorias             Third-Party
Petition      Aug          30 2013         at       1111    2-3
         80
              Record           01133-34


                                                                       28




                                                                                                                                               01090
Tamaulipas            Even        if   that     is   true the inconvenience                         associated     with having          multiple



proceedings         is         factor      to   be weighed in the forum non conveniens                                    analysis


                    It    is    true       of course              that    if
                                                                                        defendants             were found
                    liable after                trial      in the       United        States they could            institute


                    an         action       for                            or        contribution                       these
                                                     indemnity                                               against

                    parties           in    Scotland               It    would         be     far    more convenient
                    however              to resolve              all    claims in one trial



Id   see also Boston              Telecomms                   588 F.3d          at    1211     the      inabilityto      impleadpotential



third-party     defendants                 can be            factor              So     the    existence of Shelbys third-party



claims cut      against           his      motion           to    dismiss and            provided             valid     basis   for the     Trial



Courts       denial      of his motion



                                 Tamaulipas                  Is    Not an Adequate                     Alternative        Forum Because
                                 It     Provides            No Remedy                 for the        Executors          Causes        of Action



       The Executors causes                                of action       for breach           of fiduciary           duty do not exist in


Mexican       law        generally            or     the    law of Tamaulipas                       in particular.81        Unlike        Texas


Mexico       does not recognize                      or enforce           fiduciary           duties     based    on informal          fiduciary



relationships       or private             trusts          In fact       Mexican law does not recognize                         the    existence



of private    trusts      at    all     Mexican law only recognizes                                 trusts   created    through       federally


licensed     financial          institutions               subject       to regulatory directive                 and oversight          Mexico




       81
             Record 01135                  JJ 39-40

                                                                           29




                                                                                                                                                    01091
would provide no                    recourse     or   remedy          so as        matter of law no court                  in   Mexico would


be an adequate              forum        for litigation of the                Executors          counterclaims.82




          Shelby           cites      several         cases      in   which        Mexico        was     held         to    be       an     adequate


alternative          forum83          but in none of them was the                          cause    of action          one for breach                 of



fiduciary       duty arising out of either an informal fiduciary                                   relationship             or       private        trust




agreement                 actions       wholly         unrecognized                in   Mexican      law              so    those           cases    are




inapposite            Mexico           provides         no remedy              for the      Executors causes                     of action            so



Mexico        is   not an adequate               forum        for litigation            of the Executors counterclaims



                                     Tamaulipas             Is   Not an Available                Alternative               Forum
                                     Because      the Executors                    Claims Against Shelby                         Would
                                     Be Barred by an Unwaivable                             Statute      of Repose               There


         The testimony                  of han        Rosenberg           also      establishes        that      if    the       counterclaims



were pleaded              in   Tamaulipas              they would             be barred by               statute       of repose.84                 The




         82
              Id      The      expert     testimony proffered                      by Shelby       on    this    point          is
                                                                                                                                     unavailing
Carlos        testified to the           general propositions                      that   Mexico         allows claims for                    money
damages             and     Mexico             allows            party        to   seek     contractual          or        extra-contractual

damages               Record           01083      J1J     29-30           He        did    not     however            state          that    Mexico
recognizes            cause          of action        for breach        of fiduciary          duty arising out of an informal

fiduciary          relationship          or       private         trust        His        testimony      is     too        general to be              of

consequence                Furthermore                his     testimony            was     effectively        neutralized                 on cross
examination            Record           00889-93              The     Trial    Court of course            was         free to disregard               it


         83
              Petition         at    17-19

         84
              Record        00913-14


                                                                         30




                                                                                                                                                            01092
statute    of repose         is   unwaivable         so    Shelbys agreement                 to   waive any       limitations



defense     is   meaningless               This    too     dooms        the    Petition       As        matter of      law no


adequate      alternative          forum     is   available       if   the    claim   would       be time-barred          in the




proposed         alternative        forum          See      e.g        Bank        of Credit and          Commerce          Intl




OVERSEAS               Ltd         State    Bank     of Pakistan             273    F.3d   241 246        2d     Cir   2001

Mercier          Sheraton         Intl     Inc    935 F.2d       419     423-24       1st Cir       1991        Kontoulas



A.H    Robins       Co       Inc 745       F.2d    312 316 4th Cir 1984                      Vicknairv        PhelpsDodge


Indus     Inc 767N.W.2d 171                  177-78       N.D 2009             Delfosse           C.A.C.I Inc.-Federal


267 Cal Rptr 224                  227-29    1990          Sanwa Bank Ltd                   Kato 734          So.2d    557   561



Fla Dist Ct App 1999                       Jones          Prince       Georges County             378   Md      98    835 A.2d



632 646       2003           Kennecott       Holdings         Corp            Liberty      Mut    Ins    Co     578    N.W.2d


358    361-62      Minn 1998                Shewbrooks              A.C and            Inc 529          So.2d    557   561-62



Miss 1988              Varo        Owens-Illinois          Inc     948 A.2d         673    680-81    N.J      Super    2008

Marchman            NCNB           Texas    Nat Bank          898      P.2d    709 724        N.M        1995        Binder



Shepard Inc             133 P.3d      276     278-80       Okia 2006                Jessop        ACFIndus LLC              859



A.2d    801      803    Pa.Super           2004       Kedy             A.W      Chesterton         Co     946 A.2d        1171


1183-84    R.I      2008

        Thus       for    three     independent           reasons        Tamaulipas          is   not   an    available     and



adequate    forum        for litigation of the         Executors counterclaims                     against    Shelby



                                                              31




                                                                                                                                   01093
                     Shelby Failed To Prove That The Private-Interest
                     Factors          and Public-Interest             Factors           Favor Litigation
                     of the Executors                 Claims     in   Any Other Forum


         The    Petition         also    must be denied because                the      relevant        private-interest           factors



and public-interest             factors do not clearly            show facts which                  either                establish    such



oppressiveness            and vexation           to   defendant       as to be out of all proportion                        to plaintiffs




convenience              which may be shown              to be slight or nonexistent                    or          make      trial   in the



chosen        forum       inappropriate          because      of considerations                   affecting         the     courts     own


administrative            and    legal    problems Koster 330 U.S                            at   524


         In   Quixtar           the   Supreme         Court of Texas           identified         the    relevant          factors after



noting that the central                  focus    of the forum non conveniens                      inquiry      is    convenience


315 S.W.3d          at    33 quoting PiperAircraft                    454 U.S           at   249 The           well-known Gulf


Oil factors     direct courts            to consider both public              and private          interest considerations                in



forum non conveniens                   dismissals          315    S.W.3d           at   33 citing Gulf Oil 330                     U.S      at




50809          Private          considerations          include              the   relative        ease of access             to sources



of proof            the    availability          of compulsory process for attendance                           of unwilling            and



the   cost   of obtaining attendance                  of willing witnesses                        the    possibility          of view of



premises       if   view would            be appropriate         to    the    action                the      enforceability            of



judgment        once       obtained         and         all   other practical                problems        that    make      trial   of



case easy expeditious                 and   inexpensive Id quoting Gulf Oil 330 U.S                                           at   508


                                                                 32




                                                                                                                                                 01094
          Public       considerations                include                                    difficulties         for courts



when     litigation     is   piled    up   in congested             centers     instead   of being handled     at   its   origin


    the       burden of jury duty                       that    ought      not to be imposed upon the           people       of



community            which     has    no    relation           to   the    litigation          local    interest     in having



localized       controversies         decided          at   home          and       avoiding    conflicts   of law issues



Quixtar        315    S.W.3d     at    33-34          quoting Gulf Oil 330 U.S                 at    50809

          Based on      the    evidence admitted by the Trial Court the Trial Court easily could



have     found that none of the relevant                     factors       militates in favor of the alternative           forum


proposed        by   Shelby.85        And       Shelby       had     the   burden      of proof as to every     factor       SES


Prods 2013            WL     2456797            at




                              All of the Private-Interest                        Factors

                              Point        to This          Forum         or Are Neutral



                                           Access       to Relevant             Evidence
                                           Is   Far Better           in This      Forum


          The Executor          lives in        Houston             Texas       Shelby    lives in   McAllen Texas           The


Third-Party Defendants                     impleaded           by Shelby          live in   Houston    Texas        Thus    three



of the    four   parties      live in      Houston           Texas         and   all   of them live in Texas.86           Shelby




         85
              In his Petition        to this     Court Shelby              does not assert that the Trial Court erred

by excluding any evidence

         86
              Record    00633-34            00649 00861

                                                                     33




                                                                                                                                    01095
cites   no case and we have              found    none         in   which every           party     was        resident     of the



forum where      the   case    was       filed and       it   was    nevertheless              dismissed for forum             non


conven   iens



         Here   in addition     to the parties            many       other   key witnesses              live in   Texas       The


Executor   advised     the    Trial Court         of the following           witnesses



                Eduardo       Longoria            Jr    also        known      as    Wayo              Longoria           who     is


                               other      child
                Dorothys                           the brother of Shelby Sylvia                         and     Adriana and
                who    lives in     Austin Texas


                Adrian       Hernandez            who     served       as    the    personal          accountant        of both

                Dorothy and Shelby and whose                          office   is   in    Houston         Texas



                Pepe Treviflo                lawyer        who       provided        estate-planning               services      to

                Dorothy and her husband                   and whose          office       is   in   Laredo      Texas



                Shelbys wife          Tita   Longoria who              lives in     McAllen Texas                 and   who     has

                knowledge           of Dorothys               relationship         with        Shelby     and     transactions

                              the
                affecting           property of Dorothy



                Carolyn Beckett              lawyer in Austin Texas                   who        has represented          Shelby
                in various matters related               to his parents                                                       with
                                                                               estates          including         dispute
                Adriana       Longoria            over         Shelbys         performance                of    the     Private

                Agreement           in   2010



                Attorneys      accountants             and appraisers          involved          in     2007     transaction

                negotiated and consummated                      in Texas       between           Shelby        and his brother

                Wayo      Longoria         in   which         Wayo     was paid about                 $24000000           for his

                                     interest in                                          stock
                forty percent                                 trust containing                        formerly held in the
                names of Dorothy and her husband




                                                              34




                                                                                                                                       01096
                      Dorothys           friends           physicians            and      caregivers          with    whom           she   spoke
                      about her property and about Shelby                                  and her other          children         during the
                      last    seven      years       of her      life   when        she lived      in   Houston


                               of witnesses                             claimed      in his      brief but never
Against       this   array                                Shelby                                                             proved             that



the   following         witnesses             live   in    Mexico             the    witnesses          to    execution         of     will       by


Eduardo         the witnesses            to execution             of     trust agreement                                   and Eduardos
                                                                                                    by Eduardo


legal     advisors           all   of the Banca Afirme employees                           who managed               the trust and          all   of



the employees           of the Mexican Trusts                      Mexican businesses.87                      The supposed             need      for



the   testimony of these                persons       is   contrived



         The Executors counterclaims do not                                    contest      the will
                                                                                                     signed            by Eduardo                 so



no testimony           from those              who        witnessed           the    signing        of that      will      is     required.88



Likewise        the    counterclaims             do not dispute               that    Eduardo signed             the      trust agreement



referenced       in the            Petition          so    the    testimony          of the       witnesses          to    that
                                                                                                                                   signing        is




                         Shelby          offered           no     evidence           of    the
unnecessary                                                                                       identities          whereabouts                 or



supposedly           relevant        knowledge             of the       unnamed           legal   advisors        of Eduardo               or   the



unnamed        employees              of Banco        Afirme            or the      unnamed employees                     of the      Mexican


Trusts        Mexican          businesses                  Shelby         proved          neither       that    such                        have
                                                                                                                           persons



knowledge of relevant                  facts     nor       that    they are located               in    the   State       of Tamaulipas



         87
              Record 00081

         88
              Record 00655-73


                                                                         35




                                                                                                                                                       01097
Indeed he admitted                  that the        Mexican businesses              are in      various      states        in   Mexico


not only in Tamaulipas                         so   he provided         to the     Trial Court        no    evidentiary           basis     on


which         the     Trial    Court          could    base          finding       as   to    the    number       of witnesses              in




Tamaulipas            or the    significance           of their testimony.89              Conclusory           allegations         of need



as to    unnamed             witnesses         and     unspecified          evidentiary         materials      are    insufficient          to



establish           the   clear     showing            mandated         by Gulf           Oil    Corp      that        balancing            of



conveniences              strongly       favors       forum non conveniens                dismissal Omni Hotels                     Mgmt

Corp          Round HillDevs Ltd                       675 F.Supp           745752           D.N.H 1987           citing Gulf Oil



330     U.S     at    510-11         Accord Fasules                   DDB        Needham            Worldwide         Inc        No    89



1078     1989         WL      55373       at          N.D      Ill   1987 Mowrey                     Johnson           Johnson          524


F.Supp         771 777         W.D         Pa 1981


         Moreover              since      Shelby        controls      the    Mexican          businesses90           the    Trial      Court



reasonably            could     infer      that       Shelby    already          has    or      easily   can    obtain           whatever



information might be needed in connection                                   with    the      Executors counterclaims


         The bottom               line   is    this    all   of the potential           witnesses        who were           specifically



identified          in the   proceedings             below     reside       in   Texas       and most of them reside in the



Houston         Texas          To    state      the    obvious        the    location        of the   Trial     Court       is   far   more



         89
              Record 00839

         90
              Record 00839-41                   00861 00863-64

                                                                      36




                                                                                                                                                 01098
convenient        for such     witnesses               than the location         of any court in Tamaulipas            which    is




about 300 miles away and requires                             an international          border-crossing      to visit



          But    distance     is    not the only obstacle                     or even   the   most daunting       obstacle      to




obtaining       in Tamaulipas                 the testimony          of the   many   witnesses     who     live in   Texas     On


       12 2013          the United                                                                Travel Warning
July                                          States   Department of           State issued                                  about



the                situation            in    Mexico.9
       security                                                        copy was admitted           into   evidence      without



objection.92       It   provides               chilling      view of        travel in the     border region          which      of



course        includes Tamaulipas93



                   Gun      battles           between        rival   TCOs                              Criminal

                   Organizations                  or    with    Mexican          authorities     have     taken

                   place      in        towns          and    cities   many parts of Mexico
                                                                        in

                   especially            in   the border       region Gun battles have occurred

                   in broad             daylight        on   streets    and     in other      public    venues
                   such     as restaurants              and clubs




                   The number of kidnappings                      and disappearances throughout
                   Mexico          is   of particular          concern Both local and expatriate
                   communities                 have      been        victimized         In    addition    local

                   police    have            been implicated            in    some of   these   incidents




         91
              Record      01143-52

         92
              Record      00893

              Record      01144         emphasis added


                                                                       37




                                                                                                                                     01099
                   Carjacking          and highway              robbery are serious                  problems       in


                   many     parts of the border                     region         and     U.S     citizens    have

                   been     murdered          in    such        incidents                      Incidents       have
                   occurred       during      the   day        and       at   night and carjackers             have

                   used         variety      of techniques                including          bumping/moving
                   vehicles      to force     them           to stop      and running vehicles                off the

                   road    at   high speeds



The    situation    in Tamaulipas             is   so   bad         in fact        that    employees        of the United         States



Government          have        been    directed         to     defer          non-essential           travel      to    the    state   of



Tamaulipas          and    are    prohibited             from personal                    travel   on Tamaulipas               highways


outside    of Matamoros            and    Nuevo         Laredo           due       to the    tenuous     security        situation.94



When       travel for official         purposes         is   essential         it is   conducted       with extensive           security



precautions.95            While        the    general public                  is   not forbidden            from   visiting       places



categorized      under      defer      non-essential                travel         USG       personnel        will not be        able   to




respond     quickly    to an     emergency          situation            in those areas            due to security       precautions


that   must be taken by          USG      personnel            to    travel to those             areas.96




            Record     01149

            Record     01144 emphasis                   added

          961d


                                                                    38




                                                                                                                                             01100
          Shelby himself admits that                               violence        street       shoot-outs kidnapping and


extortion        have been persistent threats along                        the    Mexican border                  to this very day.97



For Shelby        to   claim that Tamaulipas                is     convenient                 venue            in the     face    of these



harsh    realities       betrays        again        lack   of candor       to the    Court


         In    light of the       indisputable         danger          of travel    in    Tamaulipas                it   is   established




beyond peradventure               that for the        litigants     themselves            and for          many      other       witnesses



whose testimony            is   definitely    needed        Houston        Texas         is    afar      more convenient            forum


than Tamaulipas



         Although        this    is   obvious    true Shelby            insists    that       it   is   legally    inconsequential



Based on        carefully        selected     language           in the   opinions            from various               cases     Shelby



argues that the danger of travel in Tamaulipas                             could     not be given                 any weight        by   the



Trial Court       in the      absence       of highly specific            evidence        as to the          effect      of the danger



on the    legal    system        there.98     We      respectfully         disagree                In   each    of those         cases   the




holding was that dismissal               was    within      the discretion         of the          trial   court notwithstanding




evidence       of political unrest          or violence          and such evidence                  did    not by       itself    preclude



dismissal        None      of those          cases     held      that     evidence            of danger            in    the     proposed


alternative      forum could not be considered                     by     trial   court       as affecting         the    convenience




              Record 00066

         98
              Petition   at     26-27


                                                                  39




                                                                                                                                               01101
of the parties        and witnesses           The central focus of                the   forum non conveniens                      inquiry


is   convenience          Quixtar          315 S.W.3d         at    33 quoting Piper Aircraft 454                      U.S     at   249

and the     recent      warning       of the       State     Department         certainly      establishes            that    travel     in




Tamaulipas       is    inconvenient                 to say the       least     Since even                      admits that
                                                                                                Shelby                              many

witnesses         including          all     of the    litigants           live   in    Texas      the    Trial        Court        could



reasonably       have found           that    some      or    all   of the     most imporant witnesses                       would      be



detered    from       traveling      to Tamaulipas            in order to testify         there



                               Compulsory             Process        for   Attendance          of Unwilling              Witnesses

                               Is   Available        in This        Forum But           Not   in   Mexico and                the Cost

                               of Obtaining Attendance                       of Willing       Witnesses              Is Less      Here


          All of the     witnesses         who     live in    Texas can be compelled                 by        the   Trial Court to




testify either in person             or   by deposition             See   TEX          CIV      176205 None                    of them



can be compelled              to give testimony              in     Mexican       proceeding             For those witnesses



who        despite       the    grave       danger         described         above        might     be         willing       to     travel




voluntarily      to    Tamaulipas            the   expense          of security      precautions          is    prohibitive            As


Shelby     has   identified          no Mexican             witnesses        whose      testimony         is     relevant         to   the



Executors counterclaims                    this    factor    cuts    against      dismissal



                               No View        of   Any       Premises Will Be Needed


         There    is   no need       for the trier      of fact to view any premises as Shelby                               admits.99




            Petition     at    25

                                                                    40




                                                                                                                                              01102
                                      Judgment         of   The    Trial Court          Would Be           Fully Enforceable
                                 as to All Parties                Judgment         of        Mexican       Court Would            Not


          Shelby          ignores      this    factor       and    the    reason       is    obvious           it   undercuts      his




argument         Shelby         lives in      Texas and he         filed the will contest            which commenced              this




litigation          The Executor              pleaded       his counterclaims               in                to    Shelbys       will
                                                                                                 response


contest        Thus        if   the   counterclaims          are   allowed       to proceed          in the    Trial      Court    the




judgment of          the    Trial Court will be fully enforceable                       against      Shelby         and    of course



the    Executor


         In    addition                              entered             the   Trial    Court       on Shelbys
                                      judgment                     by                                                     third-party



claims     against        Sylvia and Adriana             would be         fully enforceable            As     both    of them live



in    Houston       the    Trial Court unquestionably                    may    exercise          personal jurisdiction           over



them     as Shelby          admits

         If    on   the    other      hand    the    counterclaims         are dismissed as           demanded by Shelby


he will not be able               to pursue         his third-party        action       as   no    court   in Tamaulipas           has



jurisdiction         over       the     Third-party          Defendants.101                 The    litigation        will    become


fragmented           Duplicative           proceedings            and multiple judgments                   will be required         to



achieve        final resolution




         100
               Record       00811

         101
               Record       01133-34


                                                                   41




                                                                                                                                         01103
                                              The    Practical Problems                     and Expense                of

                                              Proceeding           in       Mexico     Are Far Greater


          Shelby has not identified                       any specific        problem         that will arise          from       litigation of



the    Executors counterclaims                       in the       Trial       Court but will not arise                      if   the   Executor



               his claims in
pursues                                 court       in    Tamaulipas               Respondents          on       the   other       hand have


identified       significant          problems            with     litigation        in     Tamaulipas             Respondents               have


proven         and Shelby        has admitted              that Tamaulipas             is   an exceedingly             dangerous            place


so    anyone     traveling       there    must       incur       unreasonable             risk and incur          substantial
                                                                                                                                        expense


                          This factor therefore
                                                                                   away from Tamaulipas
for security.02                                                    points




         Shelby         argues         that    the        Executors            counterclaims            against         him should             be



dismissed because              documentary evidence regarding                               the   Mexican businesses                   in   which


Dorothy had owned                 interests          is
                                                          kept    in   Mexico.3                   similar situation              was faced      in



Boston     Telecommunications                   Group Inc                     Wood          Although        it   was    foreseeable           that



documents         located        in   Mexico         would have              to be   obtained         the    court      noted that there



are   established
                          legal       processes             such       as    the   HAGUE CONVENTION ON                            TAKING       OF


EVIDENCE         ABROAD          iN CIVIL       OR COMMERCIAL MATTERS                               23 U.S .T          25551968                by


which     this    can     be     done         and          need    to       invoke    those        processes           does       not compel




         102
               Record      00066 01144 01149

         103
               Petition     at   22

                                                                        42




                                                                                                                                                     01104
dismissal           for    forum non conveniens                  Any             court        will necessarily         face    some


difficulty           in    securing        evidence      from     abroad             but    these    complications          do     not



necessarily           justify       dismissal 588 F.3d                at    1288     quoting        Tuazon         R.J Reynolds


Tobacco            Co      433 F.3d 1163          1181      9th Cir         2006

            More       importantly           Shelbys      position         is    disingenuous       because       he controls      the



entities      that    own     the   documents4           and he lives in Texas                Cf    Boston    Telecomms            588



F.3d   at     1208 finding           it   was reasonable         to    assume        that    documents which          the   movant


represented           to belong       to foreign      entities   were           in the possession        of the chief executive



officer       who     resided in California            and effectively            managed      the companies         from there


During        the    hearing on his motion to dismiss                           Shelby    was evasive        about his position



in the      Mexican holding                companies        and even            professed     ignorance       as to whether         he



is   corporate officer               but eventually he conceded                    that he   may    be   Chairman           and    that



he   had          directed    the     companies        to   pay hundreds                 of thousands        of dollars       to   his



mother.105          And      Shelby       presented    no evidence of             facts    on which      the Trial Court could



have based                finding that production           of the documents would be unduly                       inconvenient



or expensive               His concern        about access        to       documentary evidence              is     red herring




            104
                   Record 00839-41             00861 00863-64

           105
                   Record 00863-64


                                                                  43




                                                                                                                                          01105
                                 All of the Public-Interest                 Factors      Point to This           Forum


                                           The   Dispute        Originated        Here and
                                           There Are No Greater Administrative
                                           Difficulties        Here Than        in   Tamaulipas


           This dispute arose in Texas                   Shelby has lived in Texas               since    the    1970s While


living     here     his fiduciary          duty to Dorothy arose under                   Texas    law     and     the   Executor



contends          Shelby        breached     his duty         under    Texas    law       Dorothy Longoria                 lived   in



Texas      for her last 25 years            and lived     in    Houston      for her last seven                     The
                                                                                                         years             alleged



acts and omissions of              Shelby therefore harmed                     longstanding citizen of              this   forum


Dorothys          will   was admitted         to probate        in this    forum and her         estate     is   pending    in this



forum          Shelby    himself     commenced           this    legal    proceeding       by    filing his will contest           in



this   forum       This litigation originated                 in Texas     and must be decided              under Texas         law


           Shelby       has not asserted         let   alone proven          that the Trial       Courts docket            is   more


congested         than that of the courts              of Tamaulipas          As noted        in the proceedings           below


the    Trial Court has issued               Docket Control Order                          the case for trial        on
                                                                               setting                                   May 19

20    14.106     There    is therefore            concrete        reason     to believe        that   the    Trial Court        will




adjudicate        the    Executors counterclaims promptly Shelby                                offered     no evidence          that



  court        in Tamaulipas        or anywhere           else would address the merits                     of the case more



quickly          than     the     Trial     Court        or     that      litigation     in     Tamaulipas           would         be




           106
                 Record    00694

                                                                 44




                                                                                                                                        01106
administratively           easier           Indeed        there    is
                                                                         every    reason to believe               that    the   opposite      is




true



                                             This    Community Has                     the Strongest

                                             Relationship               to the Litigation             So the
                                             Burden        of Jury Duty                Belongs Here


             Both Shelby              the    alleged      wrongdoer                  and   Dorothy            the    alleged       victim



resided in       this    forum        for the      last    25 years of Dorothys                   life       so   this    forum has        the



                                             the
strongest        relationship          to           litigation               Dorothy died         in    Houston            her will       was


probated        here and her            estate      is    being        administered         here by an executor                   who was


empowered          here    all   in accordance             with Texas            law       Imposing         the burden          ofjury duty


here    is   justified     Doing        so    in   Mexico         is    not


                                            The     Dispute         Arose         in   Texas Between                Texans
                                            So This        Forum Has              the Stronger Interest

                                            in   Deciding the Controversy


             Because Dorothy            lived       and died in Texas                  her estate      is
                                                                                                            being        administered         in




Texas and         the    Executor           of her estate         has     claims based           on      fiduciary         duty        owed   to




Dorothy by another              resident         of Texas         this    State      has an interest in deciding the claims



 an interest far greater than any that could                              be articulated         for the State           ofTamaulipas


The    Legislature        of   this    State      has enacted            an array of statutes designed                    to ensure that



                               exercise                                 over         matters related to estates
probate       courts    may                      jurisdiction                  all                                              pending       in



those    courts          See     e.g         TEX PROB CODE ANN                              sS   4A     providing               that    courts




                                                                        45




                                                                                                                                                   01107
exercising             original       probate          jurisdiction       also have    jurisdiction        over       all   matters related



to probate             proceedings                 4B    defining         matter      related     to      probate           proceeding         to



include any claim by                        personal representative                 on behalf of an estate                  4F conferring


on    statutory          probate        courts         exclusive jurisdiction           over      all   probate       proceedings             5B


authorizing               statutory         probate         courts       to transfer    to   themselves             actions      pending       in



district     or county             courts        if   they are related to an estate pending                         in the probate       court



or    if   the        personal representative                    of such        an estate    is         party         Underlying         these



statutes         is      strong       public          policy in favor of consolidation                   in the       probate        courts   of



all   matters          related     to the estates          administered in those courts                   The same public policy


            in opposition                                                                                 of an executors
stands                                  to dismissal             for   forum non conveniens                                             claims



pleaded on behalf of an                           estate    in the      probate     court    in   which     the      estate     is   pending


           Shelby does                not deny the existence                or the importance            of   this    public policy but


he attempts             to counter          it    by    citing    one case which he claims                    is   almost        directly     on


point        because          it    involved            claims by the           personal representatives                      of an estate



Gallegov               GarciaNo 07-CV-1l85                             2010 WL2354585              S.D        Cal June               201O

While       it   is    true   that in Gallego the                      plaintiffs    were personal            representatives            of an



estate      it   is    not true that they brought                      their claims in the        probate          court presiding        over



the    estate            Rather they                  brought      their    claims      in        federal          district     court    with




           107
                  Petition       at    30

                                                                           46




                                                                                                                                                    01108
jurisdiction           based         solely       on      diversity       of citizenship                  so    the   policy         in    favor     of



consolidated            administration                 of estates     was not implicated                        Moreover             the    facts    in




Gallego         are    easily       distinguished             the    defendants           were                Mexican       corporation            and



citizens        of   Mexico              Here     the     defendant        Shelby             is      citizen     of   this    forum and no


claim     is    asserted           against       any      resident    of       Mexico              Gallego       in   no way         refutes        the




proposition that              the    third public-interest                factor       cuts        against     dismissal



          And        there    is   still      another     public     policy of the State of Texas                      that stands          against



dismissal        of the Executors counterclaims                                the    policy against            piecemeal           litigation of



related     controversies                  The Executors claims                  are counterclaims                    There     is   substantial




overlap between                the         subject        matter     of Shelbys            will         contest       and     the    Executors


counterclaims                both        involve inquiry           into   Dorothys property                       mental      condition            and



testamentary intent                 at    various times during her adult                           life.108     We    do not contend               that



counterclaims            may             never       be    dismissed           for    forum           non      conveniens                  Shelbys


attribution          of that contention to us                 is   untrue       and     an outstanding example of                            straw


man     argument.9                   What we do             contend        is   that    dismissal             of counterclaims              that    are




          1081n      his will contest             Shelby makes allegations                         concerning         Dorothys property
and her wills dating back to the                           1980s          Record        00635          1JJ     8-10

          109
                See Petition             at    13-14 Shelby falsely represents                            that as the centerpiece                   of
his argument           against       dismissal the Executor                          asserted       that the Trial Court              could not
dismiss his counterclaim                        while maintaining               jurisdiction             over Shelbys           claim

                                                                          47




                                                                                                                                                          01109
closely    related         to the plaintiffs        claims undercuts                the public policy against                  fragmented



litigation       and therefore          that   public policy            is        public-interest                   factor   that the    Trial




Court could quite              properly have              taken       into account           even        if    it   might not have       been



dispositive          by   itself     No    case holds otherwise



                                            Maintaining the Litigation Here
                                            Avoids an Issue of Conflicts of                              Law


          The Executors pleading                     states explicitly              that    it    is    founded        entirely     on Texas


law1       and       includes        numerous        allegations             of facts      occurring                in Texas.111       Shelby



asserts that         Mexican         law    might     supply the           rule of decision                   but     in typical    fashion



Shelby     fails     to explain       why    that    is   so or to identify             specifically             any Mexican law that



would be controlling                 We     repeat        by   his counterclaims                  against           Shelby    the Executor




is   not contesting              will      signed    by Eduardo               the       Executor          is    not contesting           trust




agreement            signed by Eduardo              the    Executor          is   not asserting                 cause      of action    under



Mexican law and                the   Executor        is   not seeking             relief   from any             individual      residing      in




Mexico          or   any Mexican            business        entity           There       simply          is    no    basis    for   Shelbys


assertion       that the      Executors counterclaims                        are governed               by Mexican           law




          110
                Record 00655            1J2    00660        JJ        1922         00663         IJIJ   33     35      00664           36-39
666        44        668    JJ   48-49 00669-70 Prayer                            for   Relief


                Record 00655                    00657          1111   9-10         658     1111    12     16         659       17      660   1111



19-20 23-25 661                  J26-28

                                                                      48




                                                                                                                                                    01110
            The counterclaims             are based            on                          duty undertaken           and breached
                                                                          fiduciary                                                            by


Shelby        while he was             resident           of Texas             The counterclaims              also are based             in part




but not           entirely    on Dorothys community-property                                   rights under Texas           law Dorothy


and Eduardo Longoria                    were married                 in   Texas           which     establishes      that     their marital



estate      was         community       estate.112           They were           living together            in Texas      when Eduardo


died.113          The marriage began                   and     ended        in   Texas           Under Texas           law        all   of their



property           at   the   time    of Eduardos                death         is    presumed          to   have    been       community


property            If Shelby   contends           that   it   was not community property                          then   it is   his burden




to prove           so    And    if   he thinks          that    he can         carry       his burden        by    offering             contract




supposedly              made in Mexico            then he       is   free to try           But   the   issue remains        one of Texas



law


            Furthermore even                if    it
                                                       may happen              that       Mexican      law comes          into     play the


need       to apply foreign           law    is    not in      itself      reason         to apply the       doctrine       of forum non



conveniens               Schexnider          McDermott Intl                      Inc       817 F.2d 1159           1163645th               Cir

rehg denied               824 F.2d      972 5th            Cir cert              denied 484 U.S               977     1987              Accord


Manu       Intl S.A            Avon Prods              Inc     641 F.2d             62    68   2d   Cir.1981                      must guard



against       an excessive           reluctance         to undertake                the   task    of deciding       foreign        law


            112
                   Record 00867          01160-61              Ex D-4
            113
                   Record 00853          856-57


                                                                          49




                                                                                                                                                    01111
          In     sum      no factor          militates       in favor    of Shelbys position               and     every    factor



militates                                     it with        one exception       and the
                 strongly        against                                                       exception      is     factor      that



           in neither       direction
points                                          Shelby failed miserably to carry his burden                        to prove      all


elements         of the forum non conveniens                     analysis and to establish that the balance of


factors        strongly    weighs           in favor    of dismissal         SES     2013      WL   2456797          at




II        The      Trial Court Did Not Abuse                       Its    Discretion      by
          Declining             To Abate        the Executors             Counterclaims


          After 24 pages of fervent                   argument     that the Trial Court         was    absolutely         required


to   dismiss the          Executors counterclaims                        and had no       discretion     to   do     otherwise



Shelby curiously            presents           half-hearted        one-page      argument       why    the Trial Court           was


absolutely         required            to    abate     the    counterclaims         and     had     no   discretion         to    do



otherwise.14            Shelby        asks   the Court to issue           writ of   mandamus        compelling the Trial



Court     to    abate     the    counterclaims          until    two    things   happen             Shelbys        will contest




is   fully adjudicated               and        the    amparo     proceeding        involving     the    estate     of Eduardo



is   fully adjudicated




          Shelby        cites        only one    case in support of his argument                  that   abatement          of the



counterclaims was mandatory                            Develo-Cepts Inc              City   of Galveston           668 S.W.2d




          114
                Petition        at   32-34


                                                                   50




                                                                                                                                        01112
790     793     Tex App             Houston                   Dist 1984 no                 writ.115      This single case          is   cited



for the    proposition that                     is   well-established              that     case should be abated pending



 determination             of    plaintiffs          standing or capacity to sue.16 The citation of Develo



Cepts for        this
                        proposition was improper                          The Court         will search the          opinion in vain


for any       support for the proposition in Shelbys Petition                                or more broadly               any support


for the       argument      that    the    Trial Court            abused     its   discretion           by denying        his   motion     to



abate     the    Executors counterclaims


          The     facts inDevelo-Cepts                 were       as follows         Develo-Cepts Inc was                       for-profit




company          that   wished      to construct            on       certain       tract    of land in Galveston                  facility




for the       care    and housing         of mentally             challenged        individuals            The company            did not



own     the     land but hoped            to lease     it   from          couple     named Wirth              The Wirths did not



own     the     land either        but were trying            to purchase            it    from persons           referred      to as   the


Matthews              Ultimately          the   Wirths        efforts      to purchase            the    land were unsuccessful



so   Develo-Cepts           never acquired             any    interest in the              land    While          sale to the      Wirths



was under consideration                   however           the   Matthews          filed   an application          for      special-use




permit allowing            operation of the            facility     contemplated             by Develo-Cepts The City of


Galveston            denied the application                                          filed suit         against    the    City seeking
                                                            Develo-Cepts




          115
                Petition    at   33

          61d

                                                                     51




                                                                                                                                                01113
declaratory       and injunctive            relief as well as              money damages                              caused           the
                                                                                                        allegedly               by


denial    of the permit         668     S.W.2d           at    792


          The City of Galveston                moved           for dismissal                   in the                   abatement
                                                                                     or                 alternative



The    district   court    dismissed the            case           On     appeal     this       Court affirmed the dismissal



holding that Develo-Cepts                   lacked     standing because                it      had never owned an         interest in



the land for      which        permit was denied 668 S.W.2d                               at   795 Thus         Develo-Cepts          was


not even     an abatement            case    and   its    facts bear         no resemblence              whatsoever      to those at



bar      Nothing about         the    holding         in Develo-Cepts
                                                                                     suggests           even    remotely       that   the



Trial    Court    was      legally     obligated              to   grant    Shelbys motion                for   abatement             And


Develo-Cepts        is   the   only authority            cited      by Shelby        for the proposition that abatement




of the    counterclaims         is   absolutely          required as           matter of law



         Neither     the    will     contest       nor the          ainparo        case necessitates            abatement       of the



Executors counterclaims                     The    Trial Court has already determined                            that the Executor




had standing and           capacity         to file      suit       By     order dated October                   2012     the    Court



admitted to probate             Dorothys           will dated              January     21 2010            and    appointed      James


Thomas Dorsey            to serve     as Independent               Executor        of her estate          Both   the standing         and


the   capacity    of the Executor            to bring the            counterclaims               are judicially      established.117




                                       no    colorable                             that     the Executor        lacks   standing to
             Shelby      presents                                  argument

pursue the counterclaims               against       Shelby And Shelby                         failed to plead      lack of capacity

in the prescribed         way      which      is      verified          plea in abatement               See Develo-Cepts 668


                                                                     52




                                                                                                                                             01114
          According           to   Shelby        there are        two reasons why             the Trial Court supposedly                   was


required to abate             the    Executors counterclaims while allowing                                      Shelbys       will contest



to proceed           to trial First          Shelby         claims that           Tommy was                appointed         pursuant    to an



invalid    will           Petition     at   33        But   the    counterclaims             were not pleaded by                 Tommy in

his individual            capacity          They were pleaded                     by   the   duly appointed                 executor    of the



Estate    of Dorothy Louise                 Longoria and                Tommy was named                    as executor         in     will that




was duly admitted                  to probate          Even       if   the   will      contest     is   successful          there   will be




successor            personal        representative               of    that       estate        and       the    successor         personal


                          will have      the     same duty and
representative                                                               legal     capacity to marshal              the assets of the




estate        The most valuable                   assets     are the         claims against             Shelby         The     will    contest




cannot     obviate litigation of the                   counterclaims



          The second            reason       why       according             to   Shelby         the    Executors counterclaims


should     be abated until the                   conclusion            of Shelbys will contest                   is   the    claim that    the




Executor           has    conflict          of interest which renders him incapable                                   of performing        his




fiduciary          duties     Petition      at   33 But Shelbys                   Petition       to this    Court does not identify



let   alone        identify    evidence          of   the    supposed             conflict    of interest             In the    Trial Court




Shelby     asserted           that     conflict        of interest exists based                     solely       on          Shelbys self


serving and wholly                 unsupported              assertions         that    Mr    Dorseys             wife Sylvia Dorsey




S.W.2d        at    793

                                                                        53




                                                                                                                                                  01115
misappropriated                funds    belonging       to    Dorothy during her                 lifetime      and          Shelbys


self-serving        and wholly unsupported                    assertion      that     Mr    Dorseys       son Wayo Dorsey


stole from              Shelby       electronic      files    relating     to   Mexican businesses               and        Mexican


trust.8         These     accusations         are irresponsible                             and categorically
                                                                          unproven                                        denied but


even     if   one assumes           for the   sake of argument that they are true they provide no basis



for abatement             of the Executors counterclaims                        against     Shelby


          Shelby         is   not    beneficiary      of the Estate        of Dorothy Louise              Longoria             Dorothy


left   nothing to him in her will which the                             Trial   Court admitted to probate                      Shelby


therefore         has     no standing         to    complain        about       the    Executors supposed                  failure      to




investigate        alleged          torts   by Sylvia        against     her mother           As   for the     alleged         theft    of



computer         files    by Wayo Dorsey              Shelby      offers    no reason why           the   Executor         would be



responsible either to investigate                     that    or to redress           it   And    even    if   Mr    Dorsey were


removed         as Executor          based    on    these    supposed       conflicts         of interest the Trial Court



certainly       would appoint               successor        who would          be equally responsible to marshal                      the




assets        of the      estate       including      the     claims       against         Shelby        There       is   no    logical



connection         between            the   facts    creating      the     supposed          conflicts         of interest         and



abatement of the counterclaims until the will contest                                 is   concluded       Shelbys argument


makes no sense



          118
                Record         00089

                                                                   54




                                                                                                                                             01116
          While       abatement             would      serve     no                                  it                would        have
                                                                       salutary        purpose            certainly



undesirable           consequences              To     state     the       obvious      the    requested      abatement           would


cause       lengthy delay in the disposition                         of the counterclaims                 Abatement        also   would


cause an enormous waste of the resources                               of the Trial Court and the litigants because



discovery needed               for the will contest            substantially       overlaps with discovery needed for


the   counterclaims                 as   comparison        of the pleadings              demonstrates.19           Both       the    will




contest         and   the      counterclaims           require         discovery         of the      estate    planning           of the



Decedent          the property            owned by her          at   various times in her adult life her evolving



relationships           with    her children           representations            made        to   her by Shelby payments



made      to her      by Shelby information withheld                           from her by Shelby her physical and


mental     condition           at   various times          and       many      other   topics       If the    counterclaims           are




abated      many         of the      witnesses       who       are   deposed       in the      will contest     will have           to be




deposed         again       And          of course       second        trial   will have       to be      conducted         The     Trial




Court certainly had                  rational basis for declining                to abate      the counterclaims             Shelbys


argument          that    it   was        an   abuse     of discretion            to    deny       his    motion      to    abate     the




counterclaims pending                     resolution     of the will contest             is    spurious




          119
                Compare             Record     00633-00648             Shelby Longorias Amended Contest                                of

2010 Will        Aug 30 2013                   andRecord             00655-73 Original              Counterclaims            of James

Thomas          Dorsey         Independent           Executor        of the     Estate        of Dorothy Louise            Longoria
Deceased          to Shelby          Longorias Amended                     Contest     of 2010 Will          Sept 26         2013

                                                                      55




                                                                                                                                            01117
          Finally Shelby               asserts that the      Trial Court abused                   its    discretion      by   refusing             to



abate    the     Executors counterclaims                   until the       amparo       case filed by Adriana                    and Sylvia



is   concluded              His       argument        on   this     point      consists           of one         sentence         Further


resolution            of the Mexican lawsuits                      against     the Dorseys                       would     foreclose          any



right to        the    relief they            seek through           their             counterclaims.20                    Shelby       offers




no explanation whatsoever                     of how an unfavorable                  decision           in the   amparo       proceeding



would      foreclose           any relief sought by the Executor                       by   his counterclaims                 in the     Trial




Court           The     Petition       does   not even           state     what      relief   is    requested         in the          amparo


lawsuit          Thus     the Petition        fails   to present           proper argument for                   mandamus             relief.2




          The amparo                 proceeding       involves       the    estate    of Eduardo Longoria                     Sr not           the




estate    of Dorothy Louise                Longoria         It    was      initiated    by Sylvia and Adriana and                             it   is




essentially             civil-rights       action      seeking       relief    known         asjuicio de ainaparo                       from



federal         court     of    Mexico         The      action       is    based      on    the     fact      that       state        court        of



Tamaulipas             did not give Sylvia            and Adriana           legally        required notice            of      proceeding



in   which            will of   Eduardo Longoria Sr was probated                              The         relief sought          is   an order




          120
                 Petition       at    34


                                                                                                              guess what Shelby
          121
                 Neither        Respondents           nor the       Court     should        have         to                                        is



contending              And     it   would be improper             for Shelby         to explain his position                 for the first

time in          reply    brief



                                                                     56




                                                                                                                                                        01118
compelling          the    state    court       to issue the       notice        required by Mexican                law.122      Contrary


to   Shelbys unsupported                   assertion an unfavorable                     outcome        in the   amparo         case cannot



possibly affect           the      counterclaims        pleaded             by    the   Executor         in the   Trial       Court    as the



counterclaims             are      brought        on behalf        of the         estate        of Dorothy         not the       estate        of



Eduardo



          Having          failed    to    demonstrate         that      the      outcome         of the                  proceeding            in
                                                                                                           amparo


Mexico          might     affect     the    adjudication           of the        Executors counterclaims                      in the     Trial




Court Shelby has wholly                         failed to   show        that     the    Trial Court       was     legally      required to


abate     the     Executors counterclaims                         in    deference          to    the     ainparo    case         Shelbys


argument         for abatement             is   meritless



                                           CONCLUSION AND PRAYER

              The   Trial Court            was    entitled    to       disbelieve        the     testimony        of Shelby        and his



expert        witness      and to disregard           the    affidavits           and    exhibits      that     Shelby    filed with       his




motion        but never offered into evidence                      Shelby          failed to conclusively               prove facts that


left    the     Trial   Court        no    discretion        to    deny          his    motion      to    dismiss       the    Executors



counterclaims             but legally required the                     Trial      Court to dismiss them for forum                         non



conveniens          in spite        of the facts that                  every      one of the four             parties    lives in Texas




and three of them reside in Harris                      County           Texas              the   Decedent         whose        estate    is   at




          122
                Record       0090 1-02


                                                                       57




                                                                                                                                                    01119
issue    lived    her   last   seven   years       in Harris         County       Texas        and   her estate     is
                                                                                                                         being


administered       there          Shelby         failed   to identify           in the   manner       required by        law


single     witness      who    lives   in   Mexico                  the    Executors counterclaims                 are   based



entirely    on Texas       law   and he     is    asserting         no    rights under     Mexican law and                 the



Executors causes           of action    are not recognized                 in   Mexican law and            are barred    by an


unwaivable        statute of repose         so   no remedy          is    available    there    Shelby      likewise     failed




to conclusively         prove facts that         left   the   Trial Court        no    discretion     to   deny   his   motion


to abate    the   Executors counterclaims                     but legally required the               Trial Court     to abate



them The         record demonstrates             that neither        dismissal        nor abatement        was warranted


Accordingly        Respondents         respectfully           request that the Petition              be denied




                                                               58




                                                                                                                                  01120
DATED   December   30 2013


                             Respectfully          submitted




                             /s/    James    Austin    Fisher

                             James Austin Fisher
                                   State   Bar of Texas     Number 07051650
                             Shannon        L.K     Welch
                                   State   Bar of Texas     Number 90001699
                             FISHER           WELCH
                                   Professional       Corporation
                             2800 Lincoln           Plaza

                             500 North Akard            Street

                             Dallas        Texas    75201

                             Telephone             214.661.9400

                             Facsimile             214.661.9404



                                   Wesley     Holmes
                                   State   Bar of Texas     Number 09908495
                             THE HOLMES LAW FIRM
                             10000 North            Central Expressway   Suite   400

                             Dallas        Texas    75231

                             Telephone             214.890.9266

                             Facsmile              214.890.9295



                             ATTORNEYS FOR RESPONDENTS
                             JAMES THOMAS DORSEY
                             INDEPENDENT EXECUTOR OF
                             THE ESTATE OF DOROTHY
                             LOUISE LONGO1UA DECEASED
                             AND SYLVIA DORSEY




                                   59




                                                                                       01121
                      CERTIFICATE UNDER TEX                             APP         9.4i


             hereby   certify   that   this   document      contains      13214     words                  to
                                                                                               according
computer      program used      to prepare    it excluding     the     caption    table   of contents   index
of authorities    statement     of issues presented        signature proof of service          certification

certficate    of compliance      and index      as provided     in     TEX       APP       9.4i

                                                     /s/   James Austin          Fisher

                                                     James Austin Fisher




                                                    60




                                                                                                                01122
             CERTIFICATEUNDER TEX                                APP    52.3j and        52.4



          hereby   certify that   have    reviewed        this
                                                                 response    and concluded      that   every
factual   statement   in this response                                        evidence   included in the
                                         is   supported    by competent
appendix    or record




                                                    /s/   James     Austin    Fisher

                                                    James Austin Fisher




                                                   61




                                                                                                               01123
         CERTIFICATEOF SERVICE UNDER TEX                                                 APP                 9.5e


         hereby      certify that   on December               30 2013           true   and         correct    copy of   this

document      was served on Shelby              Longoria       through     his attorneys              of record     named
below    in   the   manner    indicated    and in compliance             with    Rule        9.5    of the Texas     Rules
of Appellate Procedure           By     agreement     of the parties email              is    an acceptable         manner
of service



        Johnny         Carter     Richard            Hess      and Kristen Schiemmer

        Susman Godfrey          L.L.P
        1000 Louisiana         Street     Suite   5100

        Houston       Texas    77002-5096
         YEMAIL        TOjcarterdjsusrnangodfrey                 corn    rhessdjsusmangodfrey                   corn    and

        kschlernrnersusrnangodfrey                corn



        Robert        Maclntyre     Jr

        Maclntyre      McCulloch         Stanfield    Young
        3900 Essex Lane          Suite    220

        Houston       Texas    77027
        BY EMAIL TO           rnacintyre@rnrnlawtexas             corn




                                                          Is James        Austin       Fisher

                                                          James Austin Fisher




                                                         62




                                                                                                                               01124
                                                                                                                                      ACCEPTED
                                                                                                                                     20 13-00996

                                                                                                            FOURTEENTH     COURT      OF APPEAL
                                                                                                                            HOUSTON TEXAS
                                                     14-13-00996-CV                                                              72648 PM
                                                                                                                         1/13/2014

                                                                                                                         CHRISTOPHER   PRINI

                                                                                                                                     CLERK


                                                     NO       2013-00996


                              IN   THE FOURTEENTH                     COURT OF APPEALS                  FILED     IN
                                                                                               14th    COURT OF APPEALS
                                                    Lrrr TcmcKr
                                                     jJLJj3    \JIN      jjj
                                                                       ffitiV
                                                                                                      HOUSTON TEXAS
                 _____________________________________________________I                         iI3/2flj4J64g1%f

                                                                                               CHRISTOPHER             PRINE

                                          IN    RE SHELBY LONGORIA                                        Clerk




                                              Original    Proceeding        from the

                                   Probate     Court     Number       One 1-larris   County

                                                Texas Cause           No   414270




                                              in   Further Support of           Petition   for Writ of    Mandamus
Shelby Longorias                   Reply




Johnny                 Carter

State   Bar No 00796312

cartersusm               angodfrey corn
Richard                Hess

State   Bar      No       24046070

rhesssusrnangodfrey .com
Kristen Schiemmer

State   Bar      No       24075029

ksch1ernmersusmaflgOdfrey.c0m
1000 Louisiana Street Suite 5100

Houston          Texas 77002-5096

Telephone               713      651-9366

Fax        713         654-6666




Robert            Maclntyre         Jr

State      Bar No 12760700

rnacintyre@mrnlaWteXas.cOm
M.ACINTYRE              MCCULLOCH             STANFIELD       Youio
2900 Weslayan                   Suite   150

Houston          Texas 77027

                        713      547-5400
Telephone


Attorneys              for   Shelby Longoria



3009942v    1/013774




                                                                                                                                             01125
                                              Table     of Contents



         The Complete Record Was                   Properly Before    the   Court


II       Mexico        Is    an Available    and Adequate Forum


III      The       Private    Interest   Factors Weigh     in Favor   of Mexico                 13



IV       The Public          Interest    Factors Weigh    in Favor    of Mexico                 15



         The       Trial Court     Abused    Its   Discretion   by Denying Abatement            17



VI       Conclusion                                                                             19



CERTIFICATE                 OF SERVICE                                                          .20



CERTIFICATE                 OF COMPLIANCE WITH APPELLATE RULE                       9.4i.....   21




3009942v1/013774




                                                                                                      01126
                                                 Table of Authorities


Cases



Aguinda             Texaco      Inc
         142         Supp 2d 534 S.D.N.Y                  2001     affd 303 F.3d 470

         2d        Cir   2002                                                                          11




American Dredging               Co         Miller

         510U.S.443                114S     Ct.981     1994                                            16



Chang          Baxter Healthcare             Corp
                                                                                                       13
         599F.3d7287thCir.2010

Continental         Oil   Co         P.P.G       Indus
                                                         Houston        Dist 1973        writ   refd
         504 S.W.2d            616   Tex App
         n.r.e


Cris   man          Cooper Indus
                                                                                                       13
         748       S.W.2d      273   Tex App             Dallas 1988    writ   denied


Del Istmo Assurance         Corp  Platon
                                                                                                       11
         2011       WL5508641  S.D.Fla.Nov.92011

Develo-Cepts             Inc       City    of Galveston
         668       S.W.2d      790   Tex App Houston                               1984    no writ     18



Dolcefino            Randolph
          19 S.W.3d         906      Tex App           Houston          Dist.I    2000    pet

         denied


DTEX LLC                 BBVA Bancomer S.A
                                                                                                       10
          508 F.3d 785          5th Cir 2007

Dunmore              Chicago       Title   Ins    Co
                                                                                                       12
          400 S.W.3d           635   Tex App Dallas 2013                no   pet

Duran          Henderson
                                                       Texarkana 2002 pet denied                       12
          71 S.W.3d          833     Tex App

Gomez       de Hernandez              Bridgestone        /Firestone          Am   Tire L.L

                                                                             2006 pet denied           10
          204 S.W.3d           473   Tex App             Corpus    Christi




3009942v1/013774                                             ii




                                                                                                            01127
     Rouw Co            Railway Express Agency
           154 S.W.2d        143    Tex Civ App                   El Paso   1941   writ ref



Ibarra          Orica    USA
          493      Fed Appx 489 5th Cir 2012                                                                  10



In   re   Ford Motor        Co
           591 F.3d 406 5th             Cir    2009                                                           10



In re Pirelli Tire L.L

          247 S.W.3d         670    Tex 2007                                                            10    12



In re Smith        Barney     Inc
           975 S.W.2d        593    Tex 1998

Morales            Ford Motor       Co
           313       Supp 2d 672          S.D Tex 2004                                                        11



Navarrete          de Pedrero           Schweizer       Aircraft        Corp
                                                                                                              11
           63SF Supp.2d251W.D.N.Y.2009

Nexen Inc             Gulf Interstate         Eng       Co
                                                                               Dist 2006   no   pet           12
           224 S.W.3d        412    Tex App               Houston


Paulownia          Plantations      de   Panama Corp                    Rajamannan
                                                                                                              11
           793     N.W.2d     128   Minn 2009

Pper      Aircraft      Co      Reyno
                                                                                                              14
           454 U.S 235            102      Ct 252        1981

Quixtar Inc             Signature    Mgm Team LLC
           315     S.W.3d    28    Tex 2010

Sico North         America      Inc           Willis

           2009     WL   3365856         Tex App             Houston               Dist Sep 10
                                                                                                              12
           2009 no pet

                                                       Trailers     de Mexico     S.A de
 Vinmar Trade           Fin    Ltd.v      Utility


           336 S.W.3d        664    Tex App               Houston              Dist 2010 no pet       10 15    16




                                                                  iii
3009942v1/013774




                                                                                                                    01128
Statutes



Tex Prob Code                 10                                  17


Texas      Civil   Practice        Remedies   Code        6.005


Rules


Tex         App         52.7a

Tex         Evid     1009b




3009942v1/013774                                     iv




                                                                       01129
                                                                                               and                                      he
           Tommys                 strategy              is   to    deny       repeatedly                vociferously            that              is   doing



what he obviously                       is    doing He              told the     trial   court



                    me                                                           we           not contesting           the                    of
           Let               say with              perfect          clarity            are                                   validity


           any judgment                      of any          Mexican          court      We are not asking              you to review
           or     overturn             any        Mexican             proceeding          We are not contesting                   any        will

           that     was signed                    in   Mexico1



Tommy             continues              in the          same vein             in his       mandamus       response          by        for    example


                  that he is challenging                           the   validity of the       Mexican         trust.2
denying



           But      actions            speak           louder than            words


                                                                    statement          of    claims     asserts       that      Dorothys
                   Tommys                    operative

                   estate         is    entitled             to    receive     $49011050                Tommy         says      this    is    the


                   value          of    50%            of the        stock     in   two Mexican            companies               Vertice


                                                  S.A         de    C.V       and Inmeubles               Terrenos S.A de                C.V
                   Empresarial
                                                                                                                    in 2002
                          which Dorothys                          husband        Eduardo           Sr   transferred                          to


                   Mexican              trust      managed               by    Mexican         bank.3




                   Tommy               served voluminous document                              requests        seeking          production

                                                                                         and Mexican        businesses.4
                   of documents relating to the                                trust




                   At       the    hearing               Tommys               counsel        questioned        Shelby        extensively

                                                                                                   held by the        trust.5
                   about the trust and Mexican                                 businesses



                                        admitted in his                  mandamus                         that   he contends                 that
                   Tommy                                                                     response
                                                                                                                 in    shares      of stock
                   Dorothy owned
                                                                                                    interest
                                                               community-property

                   that      were placed                     in the      trust6     and     that   the    counterclaims            also       are


                   based          in part              but        not entirely on Dorothys                  community-property
                                                                                                                                         these
                   rights              under            Texas            law.7      Although            Tommy            hedged


Record 00812-13
  Mandamus            Response               at


  Record 00626
  Record          00482-00528
  Record          00862-64             0087       1-73

  Mandamus                Response           at


  Mandamus                Response           at   49



3009942v    1/0   13774




                                                                                                                                                               01130
              admissions                by suggesting              that    he had          some         other    theory         that    did

              not involve               proving        the     existence          of community                 property          he was

              unable      to articulate              this    theory in any           coherent            way.8



              After defeating                  Shelbys motion                to    dismiss          Tommy           filed        motion

              seeking         to   compel production                      of the    Mexican             documents sought                  in


              his requests              for production.9




         What would                Tommy             have     to    prove     in order         to       recover        the   value       of     50%


interest in the        Mexican                businesses           which      Eduardo Sr                 transferred            in    2002     to   the




Mexican       trust   managed by Banca Afirme


              First      Tommy                 would         have    to      prove         that     the       Mexican           separate

              property             agreement            was         invalid         Dorothy and Bduardo
                                                                                   If                                                    Sr

              agreed      in       1983        to     divide       their    property  Dorothy would have                                 no

              basis     to recover             half of Eduardo                Sr.s property                Since the         Mexican

                                                                     was entered              as    an order of              Mexican
               separate       property              agreement
                                                               would have                                                order
               court    Tommy somehow                                                to invalidate              that




                                                would         have                                                  If   Eduardo Sr
               Second         Tommy                                    to invalidate              the    trust

                              and                             transferred            the      shares           of      the   Mexican
              validly                     properly
              businesses            to the      Mexican            trust then           Tommy           has no basis to claim

              that    Dorothy can                   somehow          reach        those       shares           Tommy         does       not

               and                                     how      he can                     the     trust       through       an action
                      cannot            explain                               pierce

               in Texas                             court    He     cannot        even      explain           how      he can        obtain
                               probate
                                   from the trust through                    an action            in Texas       probate         court
               discovery



                                               would have                                     the       Mexican          court       orders
               Third      Tommy                                      to invalidate

                                   Eduardo Sr.s 2002 will                          In   his will          Eduardo Sr                 recited
               probating
               in                       that    he     transmitted            in     Trust         to    the    abovementioned
                     Spanish
                                                                       the                               of     all       his        shares
               Trustee                                Afirmej                      property
                                                     the                     stock       of       the                                 called
               corresponding                   to            capital                                      corporations

               VERTICE                   EMPRESARIAL                                           and            INMUIEBLES
               TERRENOS1                              the      same        shares       of which               Tommy            seeks     to




 Mandamus          Response        at    12

  Supplemental        Record
   Record     00263



3009942v1/013774




                                                                                                                                                          01131
               recover            half        for     Dorothys           estate      Eduardo          Sr        also     integrally

               ratifies          all    the    other        stipulations       contained         in the    referred        Trust       for

                it    is    his    will        that    the     terms     of the      Irrevocable            Trust        Agreement
                abovementioned                         be     fully     respected          and       performed                    After

               Eduardo              Sr.s death               Shelby      probated         this    will     in   Mexican           court

               the      Mexican               court    declared        the    will to be valid            and      Shelby    and his

                brother inherited                     the    entirety    of Eduardo          Sr.s estate            as      result      of

               the      Mexican               probate        orders.2 Even          if   Tommy somehow                     were    able

                      invalidate              the     Mexican                       order and             pierce     the    trust      he
                to                                                    partition

                                                                half    of Eduardo           Sr.s         estate    without        also
                still       could       not recover

                somehow                invalidating           the   Mexican        probate        orders        which      expressly

                validate          Eduardo Sr.s 2002 will ratifying the terms of the trust


                                                                             and   they     compel         dismissal         or    abatement
         These             are    the    ineluctable            facts




Shelby        will    show below that


                the        complete           record was properly before the                       trial    court



                Mexico            is    an available           and adequate          alternative          forum


                the        private      interest factors             strongly      support venue in                Mexico


                                                                                                                 Mexico          and
                the        public       interest factors            strongly       support venue in



                                                                                           should         be     abated
                alternatively                  Tommys               counterclaims                                           pending

                resolution              of the      will contest         or the    Mexican          court       proceedings



          ihe           omjlete          Record         Was      Pi operlyj3cfoi                    ct

                                                                                                                             is
          The importance                       of the       Mexican          separate     property         agreement               highlighted




                                                                    Wright did not           or    could        not consider the             entire
by    Tommys               argument             that    Judge



record presented                  to    him Tommy                initially      objected         to everything           filed    by    Shelby.13




     Record    002 64
12
     Record    00383
13
     Record    01186-93



3009942vl/013774




                                                                                                                                                      01132
But    at     the    hearing            he withdrew his objections                              except      to    the       Mexican         court     order




partitioning             property and                 few       relatively         unimportant              documents.4              While        Tommy

was withdrawing                    his objections                   to   most of         the    documents               he doubled              down   and



asserted        even       more         objections            to the      Mexican          partition        order.5          He    did     this   because



he    knows           that             Texas       court        cannot          properly hear                    case        which       challenges



Mexican             court      order           like      the        one    which          memorializes                 the     Mexican            separate




property        agreement


            Tommys                objections             to the       Mexican         partition           order underscore                  the   need   to




dismiss        this      case for forum non conveniens



                                                                                           of the                             order6        This
                    Tommy              objects      to        the    authenticity                         partition

                                                          could           be      resolved           in                                         the
                    objection            easily                                                             Tamaulipas                by

                    Tamaulipas               attorney           who        attested        to    the      facts       contained            in   the


                    Order         or    by   the    Tamaulipas                 Clerk of the          Court        who        certified      it or

                             judge           of    the        Fourth           Judicial        District      of Tamaulipas                      who
                    by
                    signed        it




                                                                                         of the      Mexican                           order7
                    Tommy          objected           to the         translation                                       partition

                    although           he identified            no specific               inaccuracy             as required          by Tex
                                                                                         would        vanish                       case     were
                         Evid           1009b             This        objection                                       if   this


                    dismissed            and       refiled          in    Mexico          The        order       is    in    Spanish            and

                    would need no                 translation             in     Tamaulipas            court



                                             Mexican                               order             admissible              the   trial    court
                    Because            the                          partition                   is


                    will     be     required             to    recognize           the    judgment           unless           Tommy             can

                                                   the                          for                                     in     Texas        Civil
                    prove         one        of               grounds                 non-recognition

                    Practice                 Remedies                Code          36.005            This    additional             mini-trial




14
     Record     00830-31
     Record     00832-33
16
     Record     00832-33
17
     Record 00832-33



3009942v1/013774




                                                                                                                                                              01133
                over            satellite      dispute         would          of     course          be    unnecessary             in

                Mexico


          Tommy           also     objected       to    the    Mexican          partition          order and        other     documents



because         Shelby      submitted          them      as    exhibits       to   affidavits         Tommy          argued that        no

statute       or rule authorizes            admission           of affidavits          in    support of           motion       to dismiss




                                                       and      such      affidavits                      therefore         inadmissible
for    forum          non       conveniens                                                     are



                                                 did     not     sustain        this        objection        to    the   contrary       he
hearsay.18            Judge       Wright



                   told     the                that     he would          consider           the    whole     record presented            to
repeatedly                         parties



him

                                                        counsel                     that Judge                      could     not rule on
          At    the     hearing      Tommys                            argued                         Wright



                                       had     to hold                                                Judge       Wright responded
the    papers but instead                                     an evidentiary           hearing



                                                               and                                                but also explained
that   you         can    certainly       have    your hearing                      your evidence



that   he was going             to consider everything                 that    had been            submitted to       him


          And         guess       my   point     is    that    Im going         to     you know            obviously          read

          it    all   and without           really objecting              you      know        Im     going       to take     it   on

                                                                                                                              each
          its    face     as that   whats        being        presented       to    me       and by each          side   is



          sides                   of view as to         this                       issue
                        point                                  particular



          After                                               Tommys            counsel            withdrew        his   objections        to
                         opening       arguments


          of the        documents attached                to the    affidavits          and asserted          his   new       authenticity
many




8Record         1187 1189          1190
19
     Record     00796



3009942v1/013774




                                                                                                                                                01134
and     translation              objections                  to    the      Mexican           partition         order              Judge         Wright



responded          that    he would               take       everything            into account          when making                ruling



         And        Im      still   going              to be in           position       when        review        all   of   this       to    go

         through          your objections                     that    are    still    there    to see      if   they are valid

         Thats          the      process
                                                        will      go through           And     taking       that    into      account

         will       also      determine                the    outcome           of the      motion        itself    and     taking        into


         account          your response
                                                                    So    Im glad        yall      agree to some of                it    But    it



                                                   consider           the                          and    their validity            as
         is    still    my       task        to                               objections                                                       go

         through          the    whole process of                        this.21




After    hearing           testimony                   from        several         witnesses         Judge         Wright          reiterated           this




                in his remarks                    at   the    conclusion            of the hearing
approach



              mean         the    bottom               line is as         you      know       on   this    one     Im the          decision


         maker so                 will be                                            Ill be    taking       into    account             whats
                                                       reading things
                                              and what might                       not be admissible               obviously             but
         been objected                  to

                                                                                                          and what         to take            into
         get    the       big    picture           of what               have      got to decide

         consideration                  so         thank          yall.22



                                                                                       in his order                             dismissal             stated
              as    he     had promised Judge                              Wright                               denying
Finally



that   he considered                the      briefing              the      evidence        admitted during               the      hearing on the



Motion and             the record of/his                          case.23



                                                                                                    document                  is   material           to the
          The record on mandamus                                   consists        of every                          that




                                                                     was     filed in any          underlying        proceeding                  Tex
relators claim for relief and that



                                                                                              Tommy         were              of the          trial    court
App           52.7a              The documents challenged                              by                            part



                                                                                     were considered               by Judge              Wright          and
record        are      part      of the           appellate          record




20
               00830-33
21
     Record    00833-34
22
     Record    00933
23
     Record    01206




3009942v1/0l3774




                                                                                                                                                               01135
should     be considered                    by    the    Court        of Appeals             Because       Tommy          did     not obtain



ruling    on his objections                       he has waived                any    right to        assert   them     in this    mandamus


proceeding              See   Dolcefino                       Randolph            19       S.W.3d       906     925-27       Tex App

Houston                   Dist 2000                 pet        denied holding                that       hearsay        objection      could       not



be             on                          because        the    trial        court    ruled       on summary-judgment                     motion
     urged               appeal



without     disclosing            its      rulings       on    the    objection


                                                                                        cannot         consider       affidavits     and         other
         Tommys               position                  that         trial    court




documents          filed with               the   briefs         is    directly        contrary        to the   law       In Piper        Aircraft




Co        Reyno           454          U.S        235      102           Ct 252             1981         the   United      States         Supreme


                                                                                       even      to    submit        affidavits     in order          to
Court     held that               defendant              is    not required



obtain    forum non conveniens                           dismissal



          Such          detail        is   not necessary                         Requiring            extensive        investigation

          would         defeat         the                     of their motion
                                              purpose


           454      U.S                            102           Ct            267         The   Supreme        Court       noted         that    the
Pzper                            at    258                               at




                                                               for the        Second       Circuit      has expressly rejected               such
United     States        Court of Appeals



                                                                                      In    other      cases     dismissals         have         been
requirement                   provide              affidavits



                                           failure to provide                detailed       affidavits         Id     454 U.S        at    258 n.2
affirmed despite              the



102        Ct      at   267 n.2


                                                                                             the      defendants       in Piper      did submit
          Even though                  affidavits         were not required


                                                                      the                        Court    held that       the     district       court
them and           based         on        the    affidavits                   Supreme


                                 conveniens                                                id    454 U.S        at    258-59       102           Ct   at
properly dismissed for forum non




3009942v1/013774




                                                                                                                                                           01136
267    Our          examination       of the      record convinces                   us that        sufficient         information was



                here        Both                 and      Hartzell             submitted            affidavits           describing            the
provided                              Piper



evidentiary         problems       they would face             if   the    trial     were held           in the     United         States.


         The Texas                             Court                  with         the    United          States       Supreme           Court
                             Supreme                     agrees



                     an   extensive            investigation              to    produce          evidence           for      the    dismissal
Requiring


              would         defeat       the                    of    the                        for      this      type      of    dismissal
hearing                                         purpose                         request



altogether            Quixtar      Inc         Signature        Mgmt Team LLC                            315     S.W.3d       2834 Tex


2010       quoting          Piper        454     U.S      at    258            102             Ct    at     267                    forum       non


                                                                          information to enable                        the    trial   court     to
conveniens           movant        must provide enough


                                   interests                        the    evidence            need not be overly                   detailed
balance       the    parties


                                                          Trailers             de Mexico            S.A        de              336       S.W.3d
Vinmar Trade              Fin      Ltd.v       Utility




664    676     Tex App               Houston              Dist 2010 no pet.


                                           clear United             States      and Texas Supreme                      Court precedent
         In    opposition to the


                                                                                         case       In    Continental              Oil    Co
Tommy          offers       only    one    40-year-old           pre-Piper



P.P.G      Indus          504 S.W.2d           616 622          Tex App                       Houston                  Dist 1973               writ




                                                                      that       the          defendant          in this      case       had    the
refd n.r.e            the    court    of appeals          stated



                                                                                                                       dismissal          of   this
burden        of alleging       and    proving         facts    which would                    authorize         the




                                conveniens                                     Had       the    evidence         raised issues           offact
case on the theory of forum non


                                                                                                 juiy Under such
                                                                    submitted            to                                         conditions
                                                have     been
such     issues      properly could



the   required proof cannot                be supplied by affidavit




3009942v1/013774




                                                                                                                                                      01137
          The procedure               that      the    court     described         in Continental               Oil      holding           jury



trial   when         forum non conveniens                      motion        raises     issues      of fact          does    not resemble



anything       authorized            by Texas law                today and             is    in fact      directly      contrary       to    the




Texas Supreme                  Courts         statement         in   In    re    Pirelli Tire          L.L.C 247 S.W.3d                     670


                                                              court        should                                           affidavits      and
687     Tex 2007                  that    the        trial                              weigh       competing


evidence            when        deciding               forum non             conveniens            motion        No     court      has      ever



applied      or even           cited Continental               Oil for the        proposition advanced                  by     Tommy

                                                         Oil did not                        or even    reference         the    controlling
          The       court      in Continental                                   apply


                                                                                                                              laid out in
Gulf    Oil factors             Instead         it   applied forum non                 conveniens          principles




case    called            Rouw           Co          Railway Express               Agency           154    S.W.2d        143    Tex Civ

                                                                                                   Court has         now     overruled the
App         El Paso         1941         writ    rerd The            Texas Supreme


                                                               based                             in Continental         Oil In re Smith
Rouw      decision          on which          the     court               its   analysis



                                                                                                                 the    Court
Barney        Inc      975        S.W.2d         593      598    Tex 1998                   In   doing     so                      expressly




disapproved           of Continental                 Oil Id


II        Mexico          Is   an                       and Adeq.ate             Forum


                                                                                 the                                                         that
                                                                     rebut              nearly         airtight        presumption
          Tommy             has      done       nothing        to




Mexico        is    an available          forum          In re Ford Motor                    Co     591    F.3d       406    413    5th      Cir


                                                                                                  Mexico        to    be unavailable           or
                                                                          case
2009 He             has     not pointed to                    single              finding



                                                                                                                                             that
                      He       has   not distinguished                 the      numerous Texas and                    federal      cases
inadequate


                                                                          and    available        forum       DTEX LLC                   BBVA
have      found      Mexico          to   be an adequate




 3009942v1/013774




                                                                                                                                                    01138
Bancomer           S.A     508        F.3d      785     796     5th Cir              2007       Ibarra         Orica    USA         493    Fed


Appx 489           493   5th Cir                2012      In    re   Ford Motor             Co      591    F.3d   406 412 5th              Cir



2009      In re     Pirelli Tire                L.L.C 247 S.W.3d                          670     677-78       Tex 2007               Vinmar



Trade    Fin Ltd                                Trailers       de Mexico               S.A de               336 S.W.3d              664    675
                                 Utility




Tex      App             Houston                        Dist         2010            no    pet        Gomez       de    Hernandez



Bridgestone          Firestone                       Am   Tire        L.L.C 204 S.W.3d                     473    483       Tex App


Corpus     Christi       2006 pet denied


                                  makes                                                                          the                       and
         Tommy now                               five     spurious arguments                    regarding              availability




                of Mexico             as   an alternative            forum
adequacy


                                                              Mexican           court     would       dismiss          case    for lack       of
         First     Tommy              says that



                                       over      Shelby.24           But        as   explained        in the    mandamus             petition
personal jurisdiction


                                                          himself          to                                          in     the    amparo
Shelby      has     already            subjected                                     personal      jurisdiction




                   and     the    court         in   Mexico has accepted                   jurisdiction        over him.25
proceeding


                                                                     Mexican            court     would     not    exercise          personal
         Second          Tommy              says       that



                                                                        claims          against       Sylvia     and    Adriana.26          But
jurisdiction        over      Shelbys                third-party



                                                              availed      themselves             of the jurisdiction          of Mexican
Sylvia     and Adriana            already have


                                                               forum non             conveniens          by changing          their       minds
courts      They     cannot            now       defeat




about their willingness to go to court                               in   Mexico           In   any    event     Shelby       is    willing   to




24
     Mandamus      Response           at   27
25
     Mandamus      Petition      at    15-16
26
     Mandamus      Response           at   27-28



                                                                           10
3009942v1/013774




                                                                                                                                                   01139
accept        the    minimal         risk      that       Sylvia        and      Adriana        are    somehow              able    to    avoid



personal jurisdiction               in the      same        court       system      in   which they          already        have      asserted




claims



          Third        Tommy             says that          Mexican            court    would        dismiss for lack              of subject-



matter        jurisdiction.27             But       the     only        basis      for       this    argument          is
                                                                                                                                    purported



Tamaulipas            statute   which           according          to   Tommys            expert       would       divest      Tamaulipas



courts        of jurisdiction            due   to    the    prior       filing    in the       United      States.28        However             the




                of     preemptive              jurisdiction             under          Mexican         law     does     not        prevent
concept


Mexican          court     from          asserting         subject-matter              jurisdiction        over        case         dismissed



from           court     in   the    United          States        Navarrete            de    Pedrero             Schweizer           Aircraft




Corp          635          Supp 2d 251                261     W.D.N.Y 2009 And                           courts         both        state    and



federal        have      refused          to   recognize        foreign           laws       that    purport      to   make         the     home


forum unavailable               because          of         prior       U.S      filing        Del Istmo Assurance                   Corp


Platon         2011     WL      5508641             S.D      Fla        Nov            2011         see Morales               Ford Motor



Co       313          Supp 2d 672 676                      S.D Tex 2004                      Aguinda           Texaco          Inc        142




Supp 2d 534 546 S.D.N.Y                               2001         affd 303 F.3d 470                  2d    Cir    2002            Paulownia



Plantations           de   Panama              Corp           Rajamannan                 793        N.W.2d     128      134-35            Minn


2009




27
     Mandamus        Response       at    27
28
     Record     00712



                                                                          11
3009942v1/013774




                                                                                                                                                      01140
         Fourth          Tommy          complains         that   Mexico          does    not recognize                    cause      of action



for breach         of fiduciary          duty    in the        specific     circumstances                of   this       case.29     But    as




matter      of     law     this    well-worn         argument             does     not       render Mexico                    inadequate         or




unavailable         In    re Pirelli Tire        L.L.C 247 S.W.3d                       670 678           Tex 2007

         Finally          Tommy         notes that        his expert        witness           han Rosenberg                    testified that




the   estates claims accrued                  in 1983       and     so    are barred in            Mexico by                  non-waivable



five-year        statute       of repose.3       This      argument         is    unavailing             for at     least      two reasons


                                                                                                                         dismissal        on   the
         Tommys             argument demonstrates                   that    his case                               to
                                                                                              is
First                                                                                              subject



                                                  and      therefore        he has           no claim         to    lose      if   the    case   is
basis    of limitations            in   Texas


transferred         to    Mexico        See     Dunmore              Chicago            Title      Ins     Co           400    SW.3d 635


                                                                                                        of limitations              for breach
640     Tex App                  Dallas   2013 no pet               four-year           statute



                                                                 unlike           statute          of    limitations               which    is
of    fiduciary          duty     claim Second


                                                          of                             substantive                right            Duran
procedural               device            statute               repose      is




Henderson            71     S.W.3d        833      837         Tex App                   Texarkana             2002            pet       denied


                     Texas        court    will not automatically                  apply the             Texas          statute     of repose
Therefore


                                                            choice-of-law                                     to        determine          which
instead       the        court     must       employ                                    principles




jurisdictions            statute    of repose        to    apply Nexen             Inc             Gulf Interstate                 Engg Co

224     S.W.3d           412     421-22       Tex App                 Houston                      Dist       2006            no    pet     Sico



North    America           Inc          Willis    2009         WL    3365856            at                  Tex App                      Houston



29
     Mandamus       Response       at   29-30
30
     Mandamus       Response       at   30-31 Record        00924-25



                                                                     12
3009942v1/013774




                                                                                                                                                      01141
                              10 2009               no     pet      Crisman              Cooper Indus               748      S.W.2d         273
         Dist Sep


275-80         Tex App                      Dallas        1988      writ        denied        As        result      Dorsey            loses     no



substantive         or    procedural               rights    due    to     transfer      to   Mexico          See    Chang               Baxter



Healthcare          Corp          599        F.3d        728      733-37         7th Cir 2010                 affirming          forum non



conveniens          dismissal despite                     plaintiffs        argument          that    her claims           are    barred by



Taiwanese           statute       of                       because         California          courts     also      would         apply       the
                                            repose



Taiwanese          statute     of repose to her claims



III       The      Private      Interest           Factors Weigh            in     avor of       Mexico


                                                                                                               to be that         the
          Tommys            primary            private-interest            argument continues                                            parties




                                                      showed        in his       mandamus                           that    is   merely       one
live in    Texas         But    as      Shelby                                                       petition



                                                                                                               have        been    willing      to
factor    to be given           some weight and Texas                           courts   increasingly



                                                                                                     in Texas.3
dismiss even          when        both plaintiffs and defendants                         reside



                                                                                                                                 in     Texas.32
          Tommy            argues           that     Wayo         Longoria         is         key witness           living




                                    inform          the     Court of Appeals              that      Dorothys        estate       already has
Tommy          neglects      to



                         Mexico.33            Re     also neglects          to inform         the   Court of Appeals              that    Wayo
sued     Wayo       in




Longoria        has already been                   deposed         on December            12 2013         in   Austin


                                                                   trial                 most of        the    witnesses          will     be      in
           As      Shelby       explained             to    the             court


                                                                                          with knowledge              of Eduardo Sr.s
Mexico The               drafters           witnesses       to and witnesses




31
      Mandamus       Petition     at    25-26
32
      Mandamus       Response          at   8-9

      Record    00462



                                                                           13
3009942v1/013774




                                                                                                                                                        01142
will    executed            in    Nuevo      Laredo        in       2002     the        drafters     of the Afirme Trust                     Eduardo


Sr.s advisors               relating       to the    Afirme Trust                     Banca Afirme personnel                   responsible           for




the    trust        and attorneys            friends court personnel                            and others        with       knowledge of            the




separate        property           agreement            and     partition             order entered          into      in    Nuevo          Laredo    in




 983 Tommy                       already      is   seeking           extensive documents                    from Mexican                companies



   documents which belong                           to the          companies             not to Shelby.35              Tommy           likely     will




also seek           testimony from executives                         or   employees of              these       same companies


                 defendant          does      not have              to provide           detailed        information concerning                    each



               witness            The posture of               this       case        makes      clear     that   most of         the       witnesses
foreign



                                                                                                                              that          sufficient
will be        in   Mexico According                    to the        United           States     Supreme Court                        is




for the        court    to determine             that    this       factor   points        in favor of trial in              Mexico


          The Court of Appeals                          found         that   the        problems         of proof       could        not be

                                                 because                     and        Hartzell        failed    to   describe         with
           given        any       weight                        Piper
                                                                                      not be able         to obtain                     were
                                                         they would
                                         evidence                                                                           if trial
           specificity            the

           held        in   the    United        States        It    suggested            that    defendants           seeking forum

                                                                     must         submit         affidavits        identifying              the
           non         conveniens            dismissal

           witnesses                       would        call        and    the        testimony         these     witnesses          would
                                  they
                             if   the    trial     were held           in the          alternative        forum        Such      detail       is
           provide
           not necessary                 Piper and Hartzell                  have moved                  for dismissal         precisely

                                           crucial       witnesses                are     located        beyond        the     reach         of
           because            many
                                                     and       thus        are        difficult    to    identify       or    interview
           compulsory process
                                                                                  would         defeat     the                   of their
           Requiring              extensive         investigation                                                 purpose

           motion



Piper Aircraft               Co          Reyno 454 U.S 235 258                              102           Ct 252 267            1981



      Record    00080-81
   Record       00482-528



                                                                                 14
3009942v1/O      3774




                                                                                                                                                           01143
          Tommy           also        continues          to    argue        that     Tamaulipas         is      dangerous            place    to




bring         lawsuit       But        Tommy             as    well    as    Adriana          and    Sylvia     has    already        sued     in




Mexico         They        already          have              Mexican            lawyer       In     fact    their    Mexican          lawyer


testified at       the    forum non conveniens                        hearing36



          Tommy            Adriana and Sylvia would not have                                       to travel   to    Mexico         to pursue




the    estates lawsuit           there.37        If they did           travel       to   Mexico       the    courthouse        is   located




few blocks          from     the       United        States      border and can be reached                          without     traversing




any    of the highways                as to   which           there   is         State     Department        travel advisory.38




            Tommy         has    not distinguished                    the    many          cases    which hold        that    generalized



                   about        danger        in an alternative                  forum do not weight                against    forum non
allegations



conveniens          dismissal.39            He     has    not cited               single     case    in support of his position.4




He    has     not offered              shred of evidence                   that    violence        in Tamaulipas        has negatively



impacted        the      Tamaulipas           judiciary In fact he presented                           the   testimony of an expert



witness       who       claims to have             handled            dozen         tort    claims in court         in Tamaulipas.4




IV          The Public       Interest         Factors          Weigh        in Favor         of    Mexico


                                                                                 show       that    Texas    law              apply to        his
            Tommy         does        not     even       attempt        to                                           will




claims        or   to    rebut    the       possibility that                foreign         law    applies      Vinmar Trade             Fin



36
     Record    00900-07
     Record    00886-88
     Record    00896-97

     Mandamus       Petition     at    26-27
40
     Mandamus       Response          at   37-39
     Record    00910



                                                                            15
3009942v11013774




                                                                                                                                                    01144
Ltd.v     Utility
                         Trailers           de Mexico           S.A de         C.V         336 S.W.3d            664     678     Tex App

Houston                  Dist 2010 no pet. He                          again         asserts that        he    is
                                                                                                                     attempting to plead



claim     under         Texas law42                but he       does     not even               attempt     to      distinguish       cases   like




Vinmar        Gal/ego            SXP          and     DTEX            which         demonstrate            clearly      that    Mexican        law



will apply.43




         Tommy            cannot            explain       why Texas                has          stronger      interest than           Mexico     in




                        issues                      to    the    Mexican             separate         property        agreement        Mexican
adjudicating                      relating



              order        Mexican            trust and         Mexican probate                   of Eduardo Sr.s will
partition



                                                                                           most of                  relevant     documents
         Tommy            does         not        address       the    fact        that                  the




                            court           orders correspondence                         etc      are in     Spanish
wills contracts


                                                                                                 has                           but   forum     non
          Tommy           points            out    that   the     probate           court              jurisdiction




conveniens          is      venue doctrine                  not        jurisdictional             doctrine.44         American Dredging



Co        Miller 510             U.S 443 453                    114       Ct 981            988        1994

                                                                          will be piecemeal                                     if   his claim   is
          Finally         Tommy              claims that         there                                         litigation



                                   of       Mexico But                there                      is    piecemeal        litigation       because
dismissed          in    favor                                                     already



                                 and                            estate    already               have    sued        Shelby      in   Mexico      If
Sylvia       Adriana                        Dorothys


                                                                                           he would           have      asserted      Dorothys
Tommy         wanted        to     avoid           piecemeal          litigation




42
     Mandamus       Response           at   48
     Mandamus       Petition      at   29-32
     Mandamus       Response           at   45-47



                                                                              16
3009942v1/013774




                                                                                                                                                      01145
right     to          community              property           interest     in       the      same      court   which       partitioned       her



property thirty years ago


           The        Trial Court            Abused       Its    Discretion             by Denying Abatement


           Shelby          has      standing         to    challenge              the    invalid         January      2010      will     because


among           other      things        he    is
                                                         beneficiary             to   Dorothy Longorias                 last     valid    wills.45




Tex       IProb Code                10        Shelby      challenges              the    actions       of    Tommys         wife    and    sister-




in-law in taking                 advantage           of Dorothy over                     the    last     two and        half      years of her


life.46    Shelby          seeks the           removal          of    Tommy             as   executor        not only because             he was



appointed             pursuant          to   an invalid          will      but because                he will not properly represent



the    estate         by   investigating            and pursuing claims                        that    the   estate   has       against    Sylvia



and Adriana.47



           It    does          disservice           to    the    estate           and    lays      bare his true        motivations           that




Tommy            would       argue for the               parties      to   proceed           all   the    way    through        discovery and



                                    of this matter when                    the    whole proceeding               may    be invalidated
possibly even              trial                                                                                                                 by



removal of the executor                        It   would be          extraordinarily                 inefficient     to allow      Tommy to

                his    claim       in    the   capacity          as    executor              when      his position        is   under     such
pursue


cloud




     Record      00158-59        00172
46
     Record      00636-43
     Record      00643-45



3009942v1/013774                                                             17




                                                                                                                                                      01146
             Tommy                        that                 successor               executor        would       pursue       the    same claim
                          argues                  any



against        Shelby There               is   no evidence                 of this          Tommys           say-so
                                                                                                                          is   no evidence        that




there       actually     is        claim for the           estate          to pursue           against      Shelby


             Tommy        argues that the Develo-Cepts                                   case      cited    by Shelby          was     not even     an



abatement          case            In fact     the    court          of appeals in Develo-Cepts                           overruled        point    of



error                              abatement          of the          case         Develo-Cepts              Inc           City   of Galveston
            challenging



668        S.W.2d      790         792-93        Tex App                         Houston                     Dist         1984    no writ The



case        establishes        that       abatement             is
                                                                           proper           remedy when             the    plaintiff allegedly




lacks                         or                     to    sue        Id         That       is    analogous        to     our    case     in   which
             standing               capacity



               seeks to go through                                   which may be rendered                                       after-the-fact     if
Tommy                                                     trial                                                     nullity




he    is   removed        as executor            due to the            success of Shelbys will contest



             Tommy        cannot          explain         why        the        probate        court   should      not await the results of



                                          Mexico                                       and        Adriana      The        estates       claims     are
the        lawsuits      filed       in                        by    Sylvia



                    on    invalidation            of the            orders         of the         Mexican      court       probating       Eduardo
dependent


            will      That                 must           be    resolved                    the     Mexican         courts        not    the   Texas
Sr.s                           issue                                                   by


probate        court      Tommy            does      not explain                  how       the    estate    can   seek to recover             for the




purported conversion                      of Dorothys                community                 property into separate                 property held



       her                         so                      there           is          valid      judgment         of the        Mexican        court
by             husband                    long       as




uncontested            by Dorothy                repeatedly            acknowledged                    by her and entered               during her




3009942v11013774                                                                  18




                                                                                                                                                         01147
 lifetime          approving     the     very   distribution         of her husbands        assets    which she now


 seeks to challenge



 VI        Conclusion


           For the reasons         set    forth   in the   mandamus        petition   and in   this    reply   brief    the



 Court     of Appeals          should             the   writ   of    mandamus       and               the
                                          grant                                            compel           dismissal   or



 abatement           of the    counterclaims        asserted        by James Thomas Dorsey                  Independent


 Executor          of the Estate   of Dorothy Longoria                 Deceased




                                                           Respectfully        submitted



                                                           SUSMAN GODFREY                    L.L.P


                                                           By         /s/Johnni           Carter

                                                                Johnny            Carter

                                                                State    Bar   No   00796312

                                                                    cartersusmangodfrey             corn

                                                                Richard       Hess
                                                                State    Bar No 24046070

                                                                rhesssusrnangodfrey.com
                                                                Kristen Schiemmer

                                                                State    Bar   No   24075029

                                                                kschlemmersusmangodfrey.com
                                                                    1000 Louisiana    Street       Suite    5100

                                                                Houston        Texas 77002-5096

                                                                Telephone         713      651-9366
                                                                Fax      713      654-6666




3009942v1/013774                                               19




                                                                                                                              01148
                                                                    Robert          Maclntyre    Jr

                                                                     State   Bar No 12760700

                                                                    macintyre@mmlawtexas.com
                                                                    MACINTYRE MCCULLOCH STANFIELD
                                                                    YOUNG
                                                                    2900 Weslayan          Suite      150

                                                                    Houston         Texas 77027

                                                                    Telephone        713      547-5400

                                                                    Attorneys for Shelby           Longoria




                                          CERTIFICATEOF SERVICE

          This      is    to   certifr    that    on   this   the     13th    day    of January        2014         true   and



correct      copy    of the       above and foregoing               instrument was properly forwarded                  to the




following counsel                of record in accordance             with Rule       21 of the Texas        Rules    of Civil



Procedure          as indicated        below


          James Austin Fisher                                                Via E-Service      and Electronic        Mail
          FISHER           WELCH
          2800 Lincoln            Plaza

          500 North            Akard     Street

          Dallas         Texas 75201
          Email          fisher@fisherwelch            corn




              Wesley           Holmes                                        Via E-Service      and Electronic        Mail
          THE HOLMES              LAW FIRM
          1000      North       Central Expressway             Suite     400

          Dallas         Texas     75231
          Email wes@wesholmes.corn

          Attorneys for James                Thomas Dorsey              Sylvia Dorsey         and Adriana
          Longoria



                                                                       A/Johnny           Ca    tei



                                                                    Johnny           Carter




3009942v1/013774                                                20




                                                                                                                                 01149
        CERTIFICATE OF cOMPLIANcE                                       THAPPELLATE LE94fi
               certify that       this   document      contains     4468 words        as indicated         the
                                                                                                      by         word-


  count      function         of the                                used
                                         computer      program             to   prepare   it    and   excluding      the



  caption          identity    of parties    and counsel      statement    regarding oral argument           table    of


  contents          index of authorities         statement        of the case statement        of issues   presented


  statement          of jurisdiction         statement       of procedural       history       signature    proof     of


 service           certification         certificate    of   compliance         and   index      as   provided       by


 Appellate          Rule      9.4i




                                                                    /s/Johnrw         Carter

                                                                  Johnny        Carter




3009942v1/013774                                             21




                                                                                                                           01150
Petition    for      Writ     of    Mandamus            Denied        and     Memorandum          Opinion      filed

March        2014




                                                         In   The


                              1InurtnntI                uur uf ppiaI

                                                NO     14-13-00996-CY




                              IN     RE SHELBY LONGORIA                        Relator




                                      ORIGINAL PROCEEDING
                                       WRIT OF MANDAMUS
                                               Probate Court           No
                                                County Texas
                                              Harris

                                     Trial Court Cause No 414270



                                     MEMORANDUM                       OPINION

        On November 12 2013                    relator    Shelby      Longoria     filed     petition   for writ   of


mandamus        in   this    Court      See    Tex     Govt      Code       Ann      22.221    see    also   Tex

App        52     In   the   petition    relator asks         this   Court to compel the        Honorable     Loyd

Wright     presiding        judge    of Probate        Court    No       of Harris    County     to   set aside    his


October     11 2013          order    denying        relators        motion   to   dismiss    counterclaims        for




                                                                                                                         01151
forum non       conveniens         or   alternatively    to   abate                 resolution       of the
                                                                       pending                                 will


contest     and the Mexican        litigation     and grant the    same

          Relator has not shown          his entitlement      to   mandamus      relief       Accordingly       we

deny      relators   petition   for writ     of   mandamus          We    also   lift   our   stay   granted    on

February        2014



                                                                      PER CURIAM

Panel consists       of Justices   Christopher       Donovan        and   Brown




                                                                                                                      01152
                                                                                                                                        FILED
                                                                                                                1/14/2015      42717       PM
DV                                                                                                                           Stan     Stanart

                                                                                                                             County     Clerk

                                                                                                                            Harris
                                                                                                                                      County



                                                                                                    PROBATE   COURT
                                                       Case   Number 414270


     IN   THE ESTATE OF                                                 IN   THE PROBATE      COURT NUMBER ONE
     DOROTHY                  LOUISE    LONGORIA
     DECEASED                                                           HARRIS    COUNTY TEXAS




                               Shelby   Longorias   Motion    to   Dismiss   Adriana   Longorias   Claims




     3488503v   1/0   13774




                                                                                                                                        01153
                                                              Table       of Contents



           The     Private    Agreement            Should    be Construed        as     Whole


                      Preamble



                      Declarations



                      Clauses



                      Signature        Block


II        Adrianas           Claims Fall Within             the   Scope     of the Forum-Selection       Clause


                      The     Court Must           Determine        Whether Adrianas          Claims    Fall   Within   the

                      Scope     of the Forum-Selection                  Clause


                      The      Plain     Language           of    the     Forum-Selection       Clause    Encompasses
                      Adrianas Claims


                      The     Parties    Reinforced           Their Forum        Selection      by   Making    Clear that

                      They Could         Not Sue Outside Mexico


                      Adrianas          Tort Claim          Falls   Within     the    Scope   of the   Forum-Selection

                      Clause



                      Shelby Can Enforce the Forum-Selection                           Clause                                 11



                      The Result        Is   the   Same Under Mexican                Law                                      12


III       The Court Must Enforce                   the   Forum-Selection         Clause                                       13



IV        Dismissal      Is    the   Proper    Remedy                                                                         16


          Conclusion                                                                                                          18



Certificate      of Service                                                                                                   19




3488503v1/013774




                                                                                                                                   01154
                                                                 Table   of Authorities




Albemarie            Corp            AstraZeneca        UK Ltd
       628    F.3d 643           651    4th Cir 2010                                                                            12



AutoNation               USA     Corp          Leroy
       105     S.W.3d          190   Tex App Houston                             Dist    2003 orig proceeding                   17



Clark          Power Marketing                 Direct    Inc
       192    S.W.3d 796             Tex App            Houston             Dist        2006 no pet                     10 14   15



Dean        Witter       Reynolds        Inc      Byrd
      470     U.S 213            105    S.Ct    1238    1985                                                                    17



Deep       Water         Slender       Wells    Ltd      Shell    Intl   Exploration         Prod Inc
      234     S.W.3d 679             Tex App.Houston                                     2007 pet denied                513     16



Dixon              TSE     International        Inc
       330    F.3d 396           5th Cir       2003


Export-Import Bank                   of the United States              Hi-Films     S.A de
      2010         WL      3743826 S.D.N.Y               Sep 24 2010


Fort      Worth      Indep Sch           Dist         City   of Fort     Worth
      22     S.W.3d 831              Tex 2000

Hooks Indus                Inc         Fairmont       Supply     Co
      2001         WL      395341      Tex App Houston                           Dist     Apr 19 2001     no   pet              12



In   re   ADM Investor               Svcs      Inc
      304     S.W.3d 371             Tex 2010                                                                             13    18



InreAlUIns                  Co
       148    S.W.3d 109             Tex 2004

In re Automated                Collection       Technologies          Inc
       156    S.W.3d 557             Tex 2004

In re     Boehme
      256     S.W.3d 878             Tex App.Houston                                     2008 orig proceeding                   13



In re     Emex       Holdings          L.L.C
      2013         WL      1683614       Tex App             Corpus      Christi   Apr 18 2013        orig proceeding     16 17


In   re   Fisher
      433     S.W.3d 523             Tex 2014



                                                                            11




3488503v     1/0   13774




                                                                                                                                     01155
In   re   Harris            Corp
       2013         WL      2631700       Tex App Austin             June   42013         orig proceeding


In   re International                 Profit   Assocs
       274      S.W.3d 672             Tex 2009                                                                      10 15   17



In   re International                 Profit   Assocs
      286       S.W.3d          921    Tex 2009                                                                              15



In   re   Laibe          Corp
      307       S.W.3d 314             Tex 2010                                                                         13 14

In   re   Lisa Laser            USA Inc
      310       S.W.3d 880             Tex 2010                                                                              11



In re Lyon Fin Servs

      257       S.W.3d 228             Tex 2008                                                                         14   15



Inre       Weekley           Homes L.P
       180      S.W.3d 127             Tex 2005                                                                              11



In   re   Zotec Partners               LLC
      353       S.W.3d 533             Tex App           San Antonio    2011       orig proceeding                           13



Martinez                 Bloomberg        LP
      740     F.3d 211           2dCir.2014                                                                                  12



Phillips                Audio   Active     Ltd
      494     1.3d 378           Zdcir         2007                                                                    17

Phoenix         Network          Techs         Europe Ltd          Neon Sys Inc
      177       S.W.3d 605             Tex App           Houston        Dist.I     2005    no   pet

SEECO              Inc        KT       RockLLC
     416 S.W.3d 664                    Tex App Houston                      Dist    2013 pet denied


Smith           Kenda Capital              LLC
     2014          WL       5783581       Tex App          Houston            Dist Oct          21 2014   no   pet     11    13



Southwest            Intelecom          Inc      Hotel   Networks     Corp
      997     S.W.2d 322               Tex App Austin              1999 pet   denied


TMI       Inc            Broolcs
     225      S.W.3d 783               Tex App Houston                      Dist 2007       pet   denied                     15



Yavuz              61    MM     Ltd
     465      F.3d 418           10th Cir 2006                                                                               12




3488503v     1/0    13774




                                                                                                                                  01156
            The Court should                       dismiss         Adriana          Longorias                    claims because                 she    agreed          to    bring       them    in




Mexico


            Adriana             claims            that     she     is    owed            additional
                                                                                                                     money          pursuant           to            Spanish-language


Private           Agreement              she        entered        into             December                   2002          In    the                                             Adrianas
                                                                              in                                                         Private          Agreement


father      Eduardo             Longoria            Sr      reiterated             his    wish            that       Adriana        receive          an        inter vivos         gift    of $3



million                 copy         of the        Private         Agreement                  is     attached            as       Exhibit                 to    this    motion            and



translation         is    attached           as    Exhibit         2A        The     Agreement                       unambiguously                   provides          that       claims       will




be brought          in    Mexico


            Adriana            has sued            her    brother            Shelby        Longoria                   even        though        Shelby          is   not                  to    the
                                                                                                                                                                              party



Private      Agreement                 Adriana             claims        that       Eduardo                Sr made                Shelby              trustee          over       the
                                                                                                                                                                                         money


promised           to    her     and    that        Shelby breached                  his           fiduciary           duty to her              But       Eduardo            Sr could           not



create        trust for          Adrianas                benefit     because             he        had     already           transferred          his       assets         into         trust for




which       Shelby             and     his    brother            Eduardo            Jr        Wayo                     were        the     beneficiaries                   The     trust       was


administered              by          Mexican              bank         Banca        Afirme                    Adriana            acknowledged                   the    validity          of the



Afirme       Trust        in   the    Private        Agreement                The Afirme                       Trust    Agreement               is    attached          as    Exhibit            to




this   motion            and     an    English           translation           is   attached               as        Exhibit        3A     Attached              as    Exhibit             is   an



affidavit         of Shelby Longoria                     explaining           his    fathers               estate       plan



            Adriana            asserts       that        Shelbys         influence             caused            Eduardo            Sr     to   promise              only         $3     million




to   her    in     the    Private        Agreement                  She       alleges              that        Shelby                    manipulated                  his    parents        with



respect     to     their estate          planning            and        he    induced              them         to    enter       into   various          transactions                  i.e the



Afirme       Trust        Agreement                 to      increase          his    own            share.1             She       claims        that      she should              receive        as




damages some               unspecified              payment             of more than $3                        million        from the proceeds                      of the businesses



held by the Afirme                    Trust



 Exh       First        Amended        Counterclaims             of Adriana         Longoria              at     14




3488503v    1/0   13774




                                                                                                                                                                                                      01157
              In    Part         below Shelby                 describes         the               of the Private
                                                                                      parts                             Agreement            Part   II    shows       that



Adrianas             claims       fall       squarely        within       the                 of the      exclusive      forum-selection             clause           the
                                                                                 scope                                                                           in




Private       Agreement                 In    Part    III     Shelby      shows        that       the   forum-selection clause               must    be       enforced


Part    IV addresses              the        proper remedy                dismissal          of   all   of Adrianas          claims                 to    the Private
                                                                                                                                       relating



Agreement             and       Afirme        Trust




                                     The       Private        Agreement           Should          be    Construed      as     Whole


              The     Private       Agreement                is   divided    into four        parts           Preamble Declarations                  Clauses          and



Signature          Block         The         Court    should examine                  each    of these        parts   of the Agreement              so    that   it   can


be     construed           as      whole         SEECO              Inc         K.T      Rock           LLC    416    S.W.3d         664     674    Tex App

Houston                     Dist.1       2013        pet     denied contracts                     are   to   be construed       as      whole       in   an    effort to




harmonize            and    give     effect      to    all   provisions          of the contract.



              Preamble



              The     Preamble               recites     that       the   Private       Agreement             was     executed         for   two     purposes            to




recognize the Afirme                     Trust and           to   recognize       Eduardo              Sr.s wish to pay Adriana



              EXECUTED  BY EDUARDO LONGORIA      THERIOT   AND ADRIANA
              LONGORIA KOWALSKI REGARDING   THE ACKNOWLEDGMENT       AND
              ACCEPTANCE OF THE TERMS AND CONDITIONS   OF TRUST NO 194-2
              MADE IN BANCA AFIRME S.A INSTITUCION DE BANCA MULTIPLE
              AND ACKNOWLEDGMENT OF PAYMENT OBLIGATION       IN FAVOR OF
              ADRIANA LONGORIA KOWALSKI

              Declarations



              Eduardo           Sr and         Adriana            then make       three       declarations             First    that    Eduardo          Sr    entered




into    the   Afirme            Trust        Agreement            on   October        15 2002 Second                  that    Shelby     and    Wayo          were    the




 Exh 2A        1st   page       Preamble




3488503v1/013774




                                                                                                                                                                              01158
designated beneficiaries                               of the       shares           of the       Mexican                                    which       were        contributed               to    the
                                                                                                                      companies


Afirme       Trust        Finally


            that       just     as      it       is    the     will       of their father                    that     EDUARDO                    and     SHELBY                  LUIS
            LONGORIA                         KOWALSKI                          shall        receive           the        ownership            of       the    shares            of     all


            companies                   it        is     also       the        will         of    her         father        that      ADRIANA                   LONGORIA
            KOWALSKI                         shall           receive       the         quantity          specified             in    this     Agreement               under           the

            conditions             indicated                 herein.3




            Clauses



            Four clauses                         are    at    the heart          of the Private                Agreement


            In the       first     clause               Adriana           and     Eduardo              Sr recognized                 the    Afirme           Trust



            The        parties         recognize                  the    validity           and    scope          of the       TRUST                   and    in     this regard

           they are           in   agreement                      with    all    its      terms and            conditions              and    therefore            declare           that

           the        agreement               is       the    final       and         definitive             will    of the                        and
                                                                                                                                    parties                  therefore               they
            comply with                      all       terms        and         agree           that     the        shares      contributed              to     it    are       to     be

           transferred             to       the        designated beneficiaries.4



           In     the     second              clause              Adriana             and       Eduardo             Sr     describe          the                          terms       and      make
                                                                                                                                                    payment


clear    that     payments              to         Adriana              will    be        made         from          the     operating           cash        flow     generated              by     the




companies             represented                by the shares                 contributed              to     the     Afirme          Trust



           It    is     the    will          of her father                     that       the     amount            of     $3000000                three        million           U.S
           dollars be              delivered                 to    his    daughter              ADRIANA                  LONGORIA KOWALSKI                                       from

           the        operating              cash        flow           generated            by        the    companies               represented             by     the        shares

           contributed                 to        the     TRUST                       or     by    their        subsidiaries                and      therefore             it    is    the

           obligation              of   EDUARDO AND SHELBY                                               LUIS          LONGORIA KO WALSKI

The     clause        then states that Adriana                            will receive                 $12500            per   month


           In    the     third         clause            Adriana               and     Eduardo               Sr     state      that     this       Agreement               is   the    final        and



definitive        will        of the          parties               and        they         make         clear       that      the     Afirme           Trust        is    responsible              for




payments         to    be made              to     Adriana




 Exh 2A         1st   page     Declaration

 Exh 2A         1st   page     first    clause

 Exh 2A         1st   page     second            clause




3488503v1/013774




                                                                                                                                                                                                           01159
             THE TRUSTs obligation                                        to     deliver          the    mentioned                  quantitites          to       ADRIANA
             LONGORIA KOWALSKI                                            in     the    terms        set      forth      herein           shall       continue          in    effect

             until       full                                                                      after
                                 payment               acknowledging                    that                      payment of              the    amounts           referred         to

             in    this     Agreement                   ADRIANA                       LONGORIA                    KOWALSKI                      shall    be       satisfied         in

             relation           to    any      present         or       future        obligation             charged          to    the    TRUST                  assets       or   to

             those        of Messrs             EDUARDO                      and      SHELBY                 LUIS        LONGORIA KOWALSKI.6

             The        fourth         clause          is    titled       Jurisdiction and                        Mexican           Law           Adriana           and        Eduardo         Sr


selected      application                of Mexican                law and            Reynosa           as        forum to resolve                    any disputes


             This        Agreement                is        established               under       the    jurisdiction                and         laws       of    the        United
           Mexican               States         Therefore                the     parties          exclusively            submit           to    the    laws       of Mexico

           thus         they expressly                 waive          the      application           of any         law regulation                     provision             or rule

           of any          jurisdiction                 other         than       Mexico            which might                                          to    them due              to
                                                                                                                               correspond
           their           residence                   paternity                citizenship                  domicile                                  or         commercial
                                                                                                                                    kinship

           relationship                    Therefore               in    the     event        of any         interpretation                dispute           or    any       aspect

           related         to        this   Trust           they expressly                  submit           to    the   courts          of the city of Reynosa

           Tamaulipas Mexico.7


Adriana       and        Eduardo            Sr then agreed                   that      in   all    cases Mexican                                         will      be applicable              and
                                                                                                                                   jurisdiction



that   any        act    performed              by           party        outside           Mexico           seeking          to     affect       the    rights         set    forth     in   the




Agreement based on law                           other        than Mexican                   law will not be applicable



           Likewise                  the     issuance              of     any         law      regulations               or    provisions               in    jurisdictions

           outside              the     Republic              of      Mexico            or        any    act       performed                outside          the     national

           territory             by any party seeking                            to          impose           restrictions           on        this    Agreement              or to

           impose               the    performance                      of     acts     djfferent            from        the                           for        which        it   is
                                                                                                                                   purposes
           authorized                    ii     impose              taxes          duties          or    tax        burdens              other        than    those           under

           Mexican               Law           iii          expropriate                limit       confiscate             seize dispose                      of freeze              or

           otherwise                  affect      the         rights           of the          Agreement                 based            on federal                state           or

           municipal                  laws      outside             the jurisdiction                    of the Republic                     of Mexico               shall       not

           apply to this Agreement                                 in all        cases the jurisdiction                       and laws of the Republic                              of
           the          United         Mexican               States          being          applicable             under           the    terms        of the        previous

           paragraph.8




 Exh 2A       2d     page       third    clause

 Exh 2A       2d     page       fourth      clause

 Exh 2A       2d     and 3d      page       fourth      clause




3488503v1/013774




                                                                                                                                                                                                    01160
            Signature           Block



            After       the    choice-of-law               and       forum-selection clauses                          the Private       Agreement               recites    that      it




was      signed         by    Eduardo             Sr      and       Adriana           on     December                 17   2002                         two    months           after
                                                                                                                                          only


execution         of the Afirme              Trust Agreement.9



                                                                                            II



                        Adrianas            Claims Fall Within                    the      Scope       of the Forum-Selection                      Clause



            The     Court must               determine              whether        Adrianas             claims         fall    within     the                  of the     forum-
                                                                                                                                                   scope


selection        clause       The forum-selection                        clause       clearly         encompasses             Adrianas          claims relating            to the



Private     Agreement                and     the       Afirme         Trust       The       Private          Agreement            reinforces            the    selection        of



Mexican          forum        by    expressing            the       parties       intent         to   nullify      lawsuits       outside       Mexico           The forum-


selection        clause       is   broad         enough        to                          Adrianas            tort    claim for recovery                 of more than $3
                                                                     encompass


million      Shelby           can        enforce        the     forum-selection clause                          even                    he          not                    to    the
                                                                                                                           though             is
                                                                                                                                                                party



Private     Agreement                And         the   result       is   the   same when                as    is   necessary        the      Court applies           Mexican


law to determine the scope of the forum-selection clause



            The Court Must Determine                                Whether Adrianas Claims                            Fall

            Within        the      Scope         of the Forum-Selection                      Clause



            When                   party     seeks        to        enforce            mandatory               forum-selection               clause              court      must



determine whether                   the    claims       in question            fall    within the scope                 of that     clause                The    court     bases



this   determination                on     the    language           of the       clause         and    the    nature         of the    claims          that   are   allegedly



subject     to    the     clause            Deep       Water         Slender          Wells           Ltd          Shell      Intl Exploration                   Prod Inc


234 S.W.3d 679 687-88                            Tex App                   Houston                          Dist      2007        pet   denied            This requires



common-sense                  examination               of the           claims       and    the       forum-selection clause                      to    determine         if    the




clause    covers the claims                       In re Lisa Laser                USA Inc              310      S.W.3d 880 884                Tex 2010


9Exh 2A      3d    page




3488503v1/013774




                                                                                                                                                                                          01161
            When         addressing the scope                    and    enforceability                of     forum-selection clause                                     court    should



consider               Texas         state    case      law            the   federal        case      law on           which       Texas          law       is    based and


cases                           to    arbitration           clauses      which           the     Texas                              Court         has
          pertaining                                                                                             Supreme                                    characterized                as




being        type of forum-selection clause                                  In    re    AIU        Ins     Co          148     S.W.3d                109        115       116     Tex

2004       In re International                     Profit      Assocs        274        S.W.3d 672                677     Tex 2009                     In    re    Boehme              256



S.W.3d 878 881                Tex App                    Houston                    Dist 2008                orig proceeding


            In        construing              forum-selection            clause            our primary                 goal   is   to     give        effect       to    the     written




expression            of the parties               agreement           ..     We        must        read     the provision               in     its   entirety            striving       to




give     meaning         to   every sentence                   clause    and       word        to     avoid      rendering              any     portion           inoperative


Phoenix          Network         Techs             Europe Ltd                     Neon     Sys Inc                177     S.W.3d              605       615        Tex App

Houston                              2005               pet                        Southwest
                        Dist                       no           quoting                                Intelecom              Inc              Hotel        Networks             Corp

997     S.W.2d 322 324                  Tex App                 Austin        1999 pet denied


            The       Plain     Language of              the   Forum-Selection                 Clause Encompasses Adrianas                                         Claims


            The        second         paragraph             of the      forum-selection                    clause        provides              that     in         all     cases       the




jurisdiction          and     laws       of the         Republic        of the          United        Mexican            States           is    applicable                under        the




terms     of the        previous             paragraph             By        agreeing          that    in        all    cases       the jurisdiction                              of the



Republic         of the       United          Mexican          States        is
                                                                                   applicable                the       parties      established                  Mexico           as   the




exclusive        forum        for     resolution          of disputes             See      In re Automated                    Collection              Technologies                 Inc


156      S.W.3d        557       558         Tex        2004     directing              dismissal          of          Texas       case        where             the     parties       had



consented         to    the exclusive               jurisdiction        of the courts            of Montgomery                     County Pennsylvania.


           The        second         paragraph refers back                   to    first   paragraph of the forum-selection clause                                               which


states    that    in    the     event        of any      interpretation            controversy              or    any     aspect        related         to       this    Trust they




Exh 2A           2d    and 3d    page        4th   clause




3488503v1/013774




                                                                                                                                                                                              01162
expressly        submit        to    the     courts        of the     city     of Reynosa              Tamaulipas Mexico.1                        As             result       the



forum-selection               clause        encompasses              Adrianas          claims       pertaining         to    the    Afirme       Trust               including



her    claims       that   Shelby fraudulently                  induced           Eduardo         Sr   to    enter    into the      Afirme       Trust



            The       forum-selection                clause        of course also             encompasses               claims       relating         to        the    Private




Agreement             in   which        it    is    found       The         first    paragraph          makes         that     clear       This        Agreement                 is




established           under    the jurisdiction              and     laws of the United                Mexican         States.2



           The        Afirme         Trust         Agreement           contains             similar          forum-selection clause                   to        the    Private




Agreement              Moreover                             of The          Afirme       Trust         Agreement            was     attached          to    the        Private
                                                   copy



Agreement.3                By       applying         the    forum-selection clause                      to    Adrianas            claims    based           on        both   the



Private     Agreement                and      Afirme         Trust       the        Court    will       effectuate          the    Texas        Supreme               Courts


directive        that      when        applying              forum-selection                clause           documents             pertaining              to    the        same


transaction           may      be    read         together           even      if   they     are       executed        at    different      times           and        do    not




reference        each      other and          courts                                  all   the    documents                      they were                     of
                                                            may       construe                                         as    if                   part                  single


unified     instrument                 In    re    Laibe     Corp           307     S.W.3d 314               317     Tex 2010             quoting           Fort        Worth



Indep      Sch        Dist          City     of Fort       Worth       22     S.W.3d 831 840                  Tex 2000               see   In    re   Harris            Corp

2013      WL     2631700            Tex App                 Austin      June           2013        orig proceeding                  Smith            Kenda Capital


LLC       2014        WL      5783581              Tex App                  Houston                    Dist          Oct     21 2014            no    pet                both


applying              forum         selection         clause       because             plaintiffs            claim     relates       to    the       contract           which



contains       the      clause       even          though      the    plaintiff        disclaimed            an    intent     to    recover       pursuant              to   the




contract




     Exh 2A    2d     page    4th    clause
12
     Exh 2A    2d
                      page    4th    clause

                                                    1a
13

     Exh 2A     1st   page    Declaration




3488503vl/013774




                                                                                                                                                                                      01163
               The        Parties          Reinforced            Their Forum             Selection

                by Making                 Clear that They Could                    Not Sue Outside Mexico


               Adriana             has run afoul                of the forum-selection clause                                                                  lawsuit
                                                                                                                       merely        by filing          this                      seeking


to    recover             under        Texas        law        The      Private    Agreement           provides              that        any     act    performed                 outside


Mexico                such        as   filing       this      lawsuit        shall       not    apply to         this      Agreement                    i.e will be                nullity



     if   it   seeks         to    affect          the                  of the     Agreement          based           on     federal
                                                           rights                                                                              state     or    municipal             laws


outside         the jurisdiction                   of the Republic            of   Mexico.4


               Adriana              makes           no     secret       of   the    fact       that   she        is    seeking           to    affect      the       rights        of the



Agreement                 based        on Texas            law


                          Under            Texas           law       Adriana        is    entitled     to and              hereby             requests         entry         of

                      judgment               against          Shelby for actual            damages          in    an amount to be                  determined               by
                      the         trier    of fact       in   accordance           with Texas         law.5


                          Under            Texas           law       Adriana        is    entitled     to        and       hereby             requests         entry        of

                      judgment                   against         Shelby       for        exemplary          damages                 in    an      amount             to     be

                          determined by the                    trier    of fact    in    accordance         with Texas                   law.6


                          Under            Texas      law        Shelby breached               his fiduciary            duty to Adriana


               The        Private          Agreements                  forum-selection clause                    thus        backs        up    the     choice        of exclusive



forum          by preemptively                     nulljing              lawsuit         such    as this     one which                   seeks    to    apply        non-Mexican


law       in         non-Mexican                   forum          Moreover          the     parties    used            very broad              language         to    provide         that




any                  provisions             in    jurisdictions           outside         Mexico            such        as    any judgment                in   this        case       also




shall          not apply            to     this    Agreement.8                    This works hand-in-glove                           with Adrianas                   agreement           to




                          waive        the        application           of any      law     regulation                provision           or    rule    of any            jurisdiction
expressly




14
     Exh 2A          2d   page       4th   clause

     Exh at         39 44 50 56
161d           40 45 51
171d
18
          43
     Exh 2A          2d   page       4th   clause




3488503v       1/0   13774




                                                                                                                                                                                              01164
other       than        Mexico.19                         hard to imagine                 how                             could      have
                                                                                                  the                                        expressed more
                                              It    is
                                                                                                         parties                                                              strongly



their intent            that    any     lawsuits           be     brought       in   Mexico


                 Where          as   here          the     parties      agree        to    submit        to   venue        in    one    jurisdiction              while waiving



venue        in    other       locations            they have           made              selection       of an exclusive               forum        for resolving             claims


In     re   Fisher             433     S.W.3d              523        532     Tex          2014          finding          that         forum-selection                  clause     was


mandatory even                       when          the     selected         jurisdiction          was non-exclusive                          when         the     contract       stated



that                     agrees            not     to                        proceeding                             out   of or relating             to    this
             party                                        bring       any                          arising                                                         Agreement            in




any     other          court          In    re     Emex         Holdings           L.L.C          2013        WL      1683614           at           Tex App                   Corpus


Christi          Apr 18 2013                   orig proceeding                     finding         that       the    following         clause        was enforceable                and



exclusive              The       parties           agree       that    for the       construction             and        compliance          herewith             they expressly


submit           themselves            to the       Jurisdiction             and     Competence of                  the    Common            Affairs           Laws     and    Courts



seated       in    Mexico              waiving            to    any    other that               may    correspond               to   them due             to    their
                                                                                                                                                                        present      or



future       domiciles                 Dixon                   TSE    International              Inc      330       F.3d    396        397    5th Cir 2003                    finding


that    the       following            clause            was enforceable                  and    exclusive            The         Courts      of Texas             U.S.A          shall




have        jurisdiction               over         all        controversies              with      respect          to     the      execution                 interpretation        or




performance                  of this Agreement                        and    the parties           waive        any other venue                 to    which           they    may    be



entitled          by    virtue       of domicile or otherwise                                   Export-Import               Bank       of the        United States                  Hi-



Films S.A               de    CV 2010               WL         3743826          at          S.D.N.Y             Sep        24 2010 forum                       selection      clauses




are    mandatory even                      though          they do          not expressly use the word                           exclusive                because       the    parties



waived           other       jurisdictions



                 Adrianas Tort Claim                        Falls      Within        the    Scope        of the Forum-Selection                      Clause



                 The     Agreement                 is    particularly          clear       with     respect         to    Adrianas           tort    claim by which                 she



seeks       to    recover more than $3 million                               from      the      cash    flow of the companies                       which were conveyed


9Exh 2A            2d    page    4th       clause




3488503v1/013774




                                                                                                                                                                                             01165
 into    the         Trust             The Agreement                  preemptively                      nullifies       any         act    performed            outside                Mexico           by

 any party seeking to                               ..     impose          the   performance                   of acts different             from the purposes                             for   which      it




 is    authorized.20                     This            lawsuit            an    act                                  outside            Mexico
                                                                      is
                                                                                              performed                                                      seeking            to     impose            the




 performance                      of    payments              other      than those              which         the     Agreement            authorizes



               Adriana                  also    seeks         to vitiate entirely                 the     first   clause             in    the Private          Agreement                    by which


she      recognizes                            the        validity         and    scope           of      the     TRUST                   agrees             with         all        its    terms       and



conditions                       declare                  that     the
                                                                           agreement               is    the     final    and        definitive          will       of the            parties           and



compl                            with    all    terms         and     agree             that       the        shares     contributed              to    it   are    to     be        transferred          to



the     designated beneficiaries.21                                   Adriana          now          claims through                  this    lawsuit          that    the        Trust        is   invalid



and     that         the shares               contributed           to the        Trust should be                    held     at    least    in    part for her benefit                           and    not



the     benefit             of the         designated               beneficiaries                 She         therefore        is    seeking to              impose              restrictions            on


this    Agreement                       and     limit                 the    rights         of the Agreement                        based     on       non-Mexican law                             an act



which      also             is
                                      nullity       pursuant to the forum-selection clause.22



                      party            cannot            avoid     application              of          forum-selection clause                         by artful pleading                           of    its




claims         as     tort            claims        instead        of contract              claims            In re International                 Profit        Assocs                 274        S.W.3d


672      677          Tex 2009                       Adrianas              claims           arise       from      the    Private          Agreement                 not any            general          tort




duty owed                   by Eduardo                   or   Shelby        independent                  of the        contract           therefore           all   of these                claims       are




within      the             scope        of the           Private        Agreements                     forum-selection clause                          Id     at    677-78                if       claim



seeks           benefit               which         is   found      in      contract              instead        of general               obligations           imposed               by     law the

claim arises                     under        the    contract            even     if   it    is   pled in tort                In    particular                forum-selection clause



can     encompass                        claim of tortious                   conduct              relating        to    the    contract        in      which         it    is    found even                if




the     plaintiff                is   challenging             conduct            which        predates            the    contract           See     Clark                 Power Marketing



20Exh      2A         2d     page       4th    clause

      Exh 2A          1st
                                 page    1st   clause
22
      Exh 2A          2d     page       4th    clause



                                                                                                         10

3488503v       1/0    13774




                                                                                                                                                                                                                 01166
Direct         Inc             192    S.W.3d 796 799 800                     Tex App                    Houston                 Dist 2006                no     pet        agreeing


with the Dallas                      Court of Appeals rejection                     of the argument                  that        forum-selection clause                          cannot



encompass                  pre-contractual               tort    claims


               Shelby Can Enforce                          the   Forum-Selection              Clause


               Since            Adriana           relies    on     the   Private      Agreement                and     seeks     to    hold        Shelby            to    its    terms



Shelby can                 enforce          its   forum-selection clause               against           her    even    though         he    is   not          party       to    it




               In     In       re    Lisa Laser            USA        Inc    310     S.W.3d             880    Tex 2010                the    Texas            Supreme Court


rejected         plaintiff            HealthTronics                attempt to avoid the application                          of the forum-selection clause                              to



its    claims             against      non-signatory               Lisa     Germany                     plaintiff      cannot         both        have        his    contract         and



defeat     it    too                   In    other       words HealthTronics                  cannot          claim that        Lisa Germany                   has obligations



to     HealthTronics                   under        the    Distribution          Agreement               and    simultaneously                claim that               the       forum-



selection            clause          does not apply to those                  claims In             re    Lisa Laser 310               S.W.3d            at    886     quoting          In




re     Weekley             Homes L.P                 180    S.W.3d 127 135              Tex 2005

                          person       who        has agreed          to resolve     disputes            with one       party     in        particular          forum            may    be



required             in    some circumstances                    to   resolve      related     disputes          with other           parties       in    the       same        forum

Smith            Kenda Capital                      LLC         2014     WL     5783581            at          Tex App                 Houston                            Dist        Oct


21 2014                   no    pet     h. One                  circumstance         allowing            enforcement             by          nonsignatory                  against




signatory             involves          direct          benefits      estoppel Id             at              This     species        of estoppel              applies           when


signatorys                 claim against                   nonsignatory            references             or                     the        existence           of the           written
                                                                                                                presumes



agreement containing                              the    clause        Id quoting        In re Trammell                     246 S.W.3d 815 821                            Tex App

      Dallas     2008            no pet.



               Direct               benefits       estoppel        analysis      focuses on              whether            contract        containing               the     clause     at




issue     also        includes          other       terms on which              the signatory             plaintiff     must      rely to         prosecute            its      claims




                                                                                         11


3488503v       1/0    13774




                                                                                                                                                                                             01167
     Id      at            For example                     in   Smith       the plaintiff         was estopped               from     arguing that           the   forum selection


     clause         was        inapplicable                to    its   claims       against      the        non-signatory        defendant           because          the       agreement


     containing               the      clause         does         indeed include                other       terms     on    which      Smith must             rely to          pursue his

     claim               Id    Similarly here                      Adriana                                  from
                                                                                   is
                                                                                         estopped                    arguing that           the   forum       selection           clause       is




     inapplicable                  because            the Private           Agreement containing                      the    clause     includes        the   payment terms on

     which         she        relies     to    pursue her claim


                     The Result               Is     the    Same Under Mexican                         Law

                    All       of    this            clear       when     read                              with reference
                                              is                                   in    English                                 to    American law But                    it    is   doubly


     clear        when        read       in   Spanish            with reference             to   Mexican           law When             contract        contains                choice-of-



     law     clause             the      Court            must                the       law chosen
                                                                   apply                                      by the        parties    to    determine         the     scope           of the


     forum-selection                     clause Hooks Indus                         Inc          Fairmont            Supply     Co      2001      WL     395341             at          Tex

 App                Houston                               Dist     Apr 19 2001                   no        pet     Martinez            Bloomberg             LP     740          F.3d      211

 224         2d          Cir     2014          Albemarle               Corp              AstraZeneca             UK Ltd         628    F.3d 643          651       4th Cir            2010

     Yavuzv              61MM            Ltd          465       F.3d    418        428    10th Cir            2006

                   Here            the     parties          chose       the     application            of Mexican             law      Attached         as    Exhibit                 to   this



 motion                   the                             of Carlos Gabuardi                     respected Mexican
                    is           Affidavit
                                                                                                                                      lawyer      and    academic                Professor


 Gabuardi                  explains                that     Mexican           law        recognizes            forum-selection               clauses23         that     the           forum-


 selection                clause         here        is    written       to     express the                parties     intent    that       all   lawsuits         concerning              the



 Private            Agreement                  and         Trust       will   be        brought        in    Mexico24         that    Adriana        agreed         that           lawsuit



 outside            Mexico             can         have     no     effect     on    her rights under                 the   Private     Agreement25              and     that          Shelby


can        enforce the forum-selection clause.26




23
      Exh          at    11 15-18
241d       atjf          11-14
25
      Jd

      Id   at       19



                                                                                                      12

3488503v           1/0   13774




                                                                                                                                                                                                    01168
                                                                                               III




                                                 The Court Must Enforce                        the    Forum-Selection                 Clause



                                      court       must                        that             mandatory              forum-selection                 clause        is    valid       and
                        trial                                 presume


enforceable                 In    re       Boehme            256     S.W.3d 878                881     Tex App                 Houston                      Dist         2008        orig



proceeding               emphasis                 in   original             The     trial      court     gives       full    effect      to         forum      selection        clause




absent                                                                                          that    the    court        should       set aside      the      clause     because
                   strong         showing              by the resisting            party



    the      clause              is        invalid      based         on     reasons           such     as    fraud         undue        influence            or    overweening



bargaining                                  or          enforcement                would be             unreasonable               and        unjust        Smith               Kenda
                        power


Capital          LLC        2014            WL        5783581          at      Tex App                       Houston                     Dist        Oct 21 2014                no    pet



                                                       Slender                     Ltd           Shell        Intl Exploration                       Production            Inc        234
   quoting               Deep              Water                       Wells


                                                                                                              2007                                    Enforcement               can    be
S.W.3d           679        692        Tex            App            Houston                     Dist                       pet    denied


avoided                     in    extreme circumstances                            that    courts       cannot        presently          anticipate         or     foresee In           re
                 only



ADM Investor                 Svcs             Inc      304     S.W.3d 371 376                   Tex 2010

                    does                      matter                Adriana         views                             as     inconvenient               Inconvenience                   to
            It                    not                         if                                     Reynosa


witnesses          is    not      sufficient            to    overcome             forum selection               clause            In re Zotec         Partners            LLC        353



                                                                                                                                              For    example              choice-of-
S.W.3d 533                  537        Tex App                      San     Antonio         2011        orig proceeding



forum      clause            was            enforced          over     objection          even         when      the        plaintiff         who     lived        in    east   Texas


                                                                              was nearing 80                           old     suffered         chronic health             problems
would be           forced             to    litigate        in Illinois                                      years



                                                                   heart                             often     had      difficulty            walking            and      had        been
including               fibromyalgia                   and                   problems


hospitalized              several            times      in    recent        months        In    re    ADM Investor                Svcs        Inc     304     S.W.3d 371 375



Tex 2010

                                                                                                                                                     small business               which
            In      In      re        Laibe           307     S.W.3d         314     Tex             2010       the     manager of


                                                                                                                                  would                          cease     if   it   were
sought to           avoid             trial      in   Indiana        testified that            daily         operations                        basically




                                                                                                 13


3488503v     1/0    13774




                                                                                                                                                                                             01169
required           to     pursue             lawsuit           in    Indiana           Laibe 307 S.W.3d                          at         17-18     The     Texas           Supreme Court


rejected           this    out       of hand           If      merely            stating       that          financial      and            logistical difficulties               will     preclude


litigation          in     another           state        suffices         to     avoid             forum-selection clause                            the    clauses           are   practically



useless Id                           318                                                           Fin
                               at               quoting              In     re        Lyon                     Servs            257         S.W.3d        228       234         Tex 2008

Financial                difficulties           on     behalf of one                               or the       other      are typically                     of the reason litigation
                                                                                      party                                                          part



begins             In     re   Lyon Fin Svcs                        Inc         257    S.W.3d            228 234 Tex 2008


              By           entering             into      an        agreement               with              forum-selection                  clause        the        parties      effectively



represent           to     each       other      that      the       agreed           forum        is   not so inconvenient                        that                        the   clause     will
                                                                                                                                                          enforcing


               either                      of                            court whether                                                       reasons
deprive                         party            its    day         in                                   for        cost   or    other                        In    re       Lyon Fin Svcs


Inc         257         S.W.3d            228        234        Tex             2008          Adriana                should           be     held    to     her     representation              that




litigation          in    Reynosa            will      not be so inconvenient                                as to    deprive her of her day                       in    court



              It    also        does not matter                     if   Adriana            claims           that    she was unsophisticated                            or                counsel
                                                                                                                                                                              lacking



at    the   time she                signed the Agreement                              giving her $3                  million In In re Lyon Fin                                Svcs      Inc     257



S.W.3d 228                 Tex 2008                  the       plaintiff          tried to         avoid             forum-selection clause                       by claiming that               he



was not        able        to       obtain      any       legal          advice        he    does not have                  formal business                 school training                he was



unaware            of the contract                   provision             when                    signed it and                  that       the     documents                were      presented



to    him on                   take-it-or-leave-it-basis                                Lyon 257 S.W.3d                               at    233 The          Texas            Supreme Court


rejected           these        pleas                  bargain             is    not    negated               because           one        party     may     have            been    in       more


advantageous                   bargaining            position Id The forum                                    selection          clause        was obvious               in   the    agreement


and    the plaintiff                had    an obligation                  to protect           himself by reading what he                                 signed         Id


             Any           claim           of    fraud          by Adriana                    is    also        unavailing                   Simply          alleging            fraud     in   the




inducement                of        contract         is   not sufficient                to    make              forum-selection clause                       unenforceable                    Clark



     Power Marketing                       Direct          Inc           192     S.W.3d 796 799                        Tex App                     Houston                    Dist       2006 no




                                                                                                        14

3488503v1/013774




                                                                                                                                                                                                       01170
 pet.                court        determining               whether           or    not    to    enforce              forum-selection clause                           will     not     inquire



 into      the      enforceability                 of the        contract          in     which       that         clause      is    found            Id        at   800       Fraudulent


 inducement              to   sign       an agreement                 containing                                  resolution                               such
                                                                                                dispute                              agreement                         as    an arbitration


 clause       or forum-selection                      clause          will    not    bar enforcement                   of the clause              unless         the
                                                                                                                                                                        specific        clause


 was      the       product        of fraud           or    coercion                In    re    Lyon Fin Svcs                       Inc               S.W.3d            228
                                                                                                                                            257                                   232      Tex

 2008         Adriana             has not claimed                     nor could            she     claim           that     the     forum-selection clause                        itself     was


 the    product of fraud                  or   coercion



                Adriana           claims           that    she    was         not able to read                     the Private           Agreement               before she signed


 it     and      that       she    did        not    know         what        was        written      on      these       pages.27              But              also      unavailing for
                                                                                                                                                      it   is




Adriana             to   claim ignorance                    of the          document            she     signed            It   is
                                                                                                                                     presumed              that             signatory        to



 contract           understood                and     agreed          to    the    contents             In    re International                                                 274    S.W.3d
                                                                                                                                                Profit     Assocs


672        679      Tex 2009                   Parties           to         contract       have       an      obligation            to   protect       themselves               by reading


what       they sign           and       absent             showing            of fraud          cannot           excuse       themselves             from the consequences



of failing to meet                     that    obligation                  In re International                    Profit     Assocs             286   S.W.3d 921 924                      Tex

2009                party      must           exercise        reasonable diligence                           for the      protection            of his or her               own      interests



and         failure to            do    so    is   not     excused           by mere confidence                      in    the      honesty and            integrity           of the other



party           TMI         Inc          Brooks 225                   S.W.3d 783 795                     Tex App                     Houston                          Dist        2007       pet



denied


              There          was nothing                  hidden about              the    forum-selection clause                          It    was found              right     above      the




signature            block        and        was      printed          in    the    same         font        as    every other            paragraph                  of the     three-page


Private       Agreement                  In    In re International                      Profit     Assocs            Inc 274 S.W.3d 672                              679     Tex 2009

the    Texas         Supreme Court found                          that            forum-selection clause                       was       not     procured through                    fraud        or




overreaching                  because          among         other          things        the      clauses          were       part      of agreements                  that    were       each


27
     Exh      Adriana Longoria                     deposition         at   20092019               20220            2033


                                                                                                 15

3488503v      1/0   13774




                                                                                                                                                                                                       01171
 two     pages          in      length          were       located            in    close                                to   the                                        and
                                                                                                   proximity                         signature        elements                  were        in   the



 same      font        style        and       size   as    all        other    provisions



                Adriana             denied           in   the         Private           Agreement                             that   there     was any                                           bad
                                                                                                                   itself                                     mistake            fraud


 faith     or         any       defect          of    will        that        might           affect           their                                  or   decision
                                                                                                                            understanding                                    regarding           the



 content.28                In                                          she
                                   her    deposition                          reiterated             that          she      was not claiming               the   Private         Agreement


 pursuant             to      which        she has received                     over one             million             dollars     of payments             was    invalid.29         In    In re


 Emex          Holdings               L.L.C           2013             WL          1683614               at              Tex         App           Corpus        Christi        2013         orig


 proceeding                   the     parties         agreement                that      there           was       no       fraud bad         faith    injury      or    any    other       cause


 of nullity            established               by       the         Law          helped           to    rebut             challenge         to       Mexican          forum-selection


 clause        found          in   the parties             contract



                                                                                                         Iv


                                                                        Dismissal              Is   the        Proper         Remedy


                        motion            to   dismiss           is    the    proper procedural                          mechanism           for   enforcing            forum-selection



clause         that           party      to    the
                                                      agreement               has violated                    in   filing     suit Deep            Water     Slender           Wells    Ltd


Shell      Intl Exploration                               Production                    Inc         234        S.W.3d           679     687        Tex App                Houston



Dist       2007 pet denied


                Adriana             has only one                claim which                   is   potentially              unaffected        by dismissal              Specifically             she



seeks      to     recover $100000                         which          Shelby purportedly told Dorothy                                      he would give             to   Adriana         after




Dorothys death.3 As Shelby                                       will        show        in         forthcoming                 summary judgment                 motion he         did       give



Adriana           the       money              but she refused                     it   Nevertheless                     this   claim         and     this   one    alone          arguably


does not relate to the Private                               Agreement                   or    Afirme              Trust




28
     Exhibit    2A 2d page third clause
29
     Exh        Adriana Longoria deposition                              at   2028-19
30
     Exh        at         29-33



                                                                                                          16

3488503v        1/0   13774




                                                                                                                                                                                                       01172
                      It    is    immaterial that                                            of the            forum-selection
                                                                     application                                                              clause         may      result         in        Adriana



pursuing                   one      claim          in   Houston            and     her       other       claims        in    Reynosa               The       fact    that      the       challenger



might            have             to     pursue         two     lawsuits                 one       in        Mexico         and    one       in    Texas             does       not       meet           the



standard                   for     avoiding             the    forum-selection                       provision               In    re    Emex        Holdings              L.C           2013        WL

 1683614                    at          Tex App                    Corpus         Christi        2013 orig proceeding


                  An             argument            that      if    the     clauses          are       enforced             the    plaintiff          will         have       to                    two
                                                                                                                                                                                     pursue


suits            is        not     the        type      of unusual           and        special         circumstances               that      show          litigating      the      contracted-



for    forum                will        be    so    gravely        difficult          and    inconvenient                   that   the                       will be                                of
                                                                                                                                           plaintiff                           deprived                  its




day        in    court             In        re International              Profit       Assocs               Inc   274       S.W.3d          672 680           Tex 2009

                                 forum          selection           clause         is       like     an        arbitration          clause             Piecemeal                                          is
                                                                                                                                                                                    litigation



required                     when             some      claims        fall       within        the
                                                                                                        scope      of an          arbitration          clause        and       others          do    not


AutoNation                       USA                                                  S.W.3d
                                             Corp             Leroy         105                         190 201          Tex App                    Houston                         Dist         2003


orig proceeding                                Arbitrable            claims           must      be       arbitrated          even       if    it
                                                                                                                                                   may       result       in   the         possibly



inefficient                 maintenance                  of separate             proceedings                 in different          forums Dean                  Witter         Reynolds             Inc



      Byrd 470                   U.S 213 217                   105     S.Ct           1238 1241               1985

                  The            Second            Circuit     Court         of Appeals              addressed              this situation           in     Phillips            Audio           Active



Ltd        494             F.3d 378            2d       Cir   2007           In that        case        plaintiff      Phillips         asserted            some claims which                       were



subject           to        an English               forum-selection clause                          and       other     claims         which        were       not The             only choice



was        to    dismiss some                       claims      in    favor       of an        English          forum while                retaining          the other         claims          in the




United            States



                  We         are        aware        that    the     commencement                       of separate          proceedings               in    two    countries             is


                           likely        inconvenience                to    the       parties                    We      have       considered               that   the     parties

                  intent           and        continued            interests          may      lie      in    treating       Phillips         five     claims        uniformly
                  but        our twin              commitments               to       upholding               forum    selection             clauses         where     these         are

                  found                  apply and                                                              proper choice of forum                                              us
                                   to                                            to                                                                            constrain                 in
                                                              deferring                     plaintiffs

                 the present                   context to treat Phillips                       claims separately




                                                                                                         17

348   85   03v    1/0      13774




                                                                                                                                                                                                               01173
PhiIlis           494      F.3d     at    393


             It    is   similarly           immaterial that             Sylvia     Longoria          and    the    Estate       of Dorothy
                                                                                                                                                 Longoria       are



unaffected           by      this    motion          The    presence        of other          parties    does     not    defeat    the                    of the
                                                                                                                                          application



forum-selection                   clause        See    ADM            Investor     Svcs            Inc     304      S.W.3d        371     375     Tex     2010

enforcing               forum            selection    clause      against        the    affected                    even                 one    defendant    was
                                                                                                      parties                  though


not   subject           to    it    because           the    mere        existence           of another          defendant        does    not    compel     joint



litigation         even      if    the    claims arise out of the same nucleus of                           facts




                                                                             Conclusion



           The          Court       should enter           the   proposed         order submitted             with      this    motion dismissing         all   of



Adriana           Longorias              claims relating         to    the Private          Agreement       or    Afirme       Trust



                                                                                 Respectfully            submitted




                                                                                 SUSMAN GODFREY                         L.L.P


                                                                                 By         /s/   Johnny          Carter

                                                                                        Johnny             Carter

                                                                                        State      Bar   No      00796312

                                                                                       jcarter@susmangodfrey.com
                                                                                        Richard            Hess

                                                                                        State      Bar   No      24046070

                                                                                        rhess@susmangodfrey.com
                                                                                        Kristen Schlemmer

                                                                                        State      Bar   No      24075029

                                                                                        kschlemmer@susmangodfrey.com
                                                                                        1000       Louisiana      Street       Suite    5100

                                                                                        Houston          Texas    77002-5096

                                                                                        Telephone           713      651-9366

                                                                                        Fax        713     654-6666




                                                                                       18

3488503v   1/0     13774




                                                                                                                                                                      01174
                                                                                Robert        Maclntyre             Jr

                                                                                State   Bar   No      12760700

                                                                                rnacintyre@rnrnlawtexas.com
                                                                                MACINTYRE MCCULLOCH                        STANFIELD      YOUNG
                                                                                2900 Weslayan               Suite    150

                                                                                Houston       Texas         77027

                                                                                Telephone          713       547-5400

                                                                               Attorneys      for Shelby            Longoria




                                               CERTIFICATE OF CONFERENCE

          Johnny          Carter          counsel   for   Shelby        Longoria        conferred           with    James                counsel      for
                                                                                                                               Fisher


Adriana     Longoria            on    January 13          2015     Mr     Fisher stated            that    Ms      Longoria     is
                                                                                                                                     opposed    to   this



motion


                                                                                /s/   Johnny              Carter

                                                                               Johnny          Carter




                                                    CERTIFICATE OF SERVICE

          This      is   to   certify that     on   this the     14th    day    of January          2015         true    and   correct          of the
                                                                                                                                         copy


above    and       foregoing         instrument was         properly forwarded                to    the     following       counsel of record         in




accordance         with Rule         21    of the Texas     Rules       of Civil      Procedure           as indicated      below


          James          Austin      Fisher                                    Via E-Service

          FISHER              WELCH
          2800      Lincoln          Plaza

          500      North Akard Street

          Dallas         Texas       75201

          Email jfisherfisherwelch.com


                Wesley Holmes                                                  Via E-Service

          THE      HOLMES LAW FIRM
          1000      North Central             Expressway         Suite    400

          Dallas         Texas       75231

          Email wes@wesholmes.com

         Attorneys            for James Thomas             Dorsey Sylvia Dorsey andAdriana                                 Longoria


                                                                                /s/   Johnny              Carter

                                                                               Johnny          Carter




                                                                           19

3488503v1/013774




                                                                                                                                                            01175
EXHIBIT




          01176
                                                                     Case Number 414270



JN    THE ESTATE OF                                                                                             IN    THE PROBATE                     COURT
DOROTHY               LOUISE                LONGORIA                                            NUMBER ONE
DECEASED                                                                                        HARRIS COUNTY                               TEXAS




                                                              Affidavit        of    Shelby Longoria
                             in    Support            of    Motion      to    Dismiss Adriana                    Lonorias                  Claims



STATE OFt1-


COUNTY             OFj
             BEFORE            ME            the undersigned             authority         on      this    day personally                   Shelby        Longoria          who


being     by me       first   duly          sworn         stated the following



                                                                                                am                                                    of             of sound
                              My            name     is     Shelby   Longoria                         over       twenty-one                 years            age



mind and           qualified           to    make     this     affidavit            have     personal           knowledge                 of the    facts     stated       herein




and am       competent            to    testify      thereto



                                   am       one     of four     children        of Eduardo           and        Dorothy Longoria                      My      parents       were



Mexican          citizens     and           lived   most of      their       married       lives     in    Mexico            My      father         was       member of


                                  of Mexican                businessmen             Through           series          of transactions                in    the     1970s         and
prominent family


                                                                                     he and his brothers                     had jointly owned                   Around          the
1980s        my     father        split      up the businesses               that




                                                                                                                father                              these    businesses
same time            assumed                greater    responsibilities             for helping           my                 to    manage


                                                                                                                                             brother         Wayo         and me
                              My        father       always      expressed          the desire        that       his sons             my

                                  the        Mexican                                                      all    of     the        risk     associated             with     those
     would        receive                                      businesses            including



                                                             he wanted                                                                                      receive       cash
                    He                                                                daughters Adriana and
                                                                               his                                                                   to                           in
businesses                  often       stated       that                                                                             Sylvia



their    lifetimes       For example                  he     executed          Wish     Letter       in     1992        describing            his    wish     that     Adriana



and                each receive               $3    million during            their   lifetimes           The        total    to   be received             by my       sisters
        Sylvia



                                                              exceeded the value                of the businesses                          that   time
$6 million between                  them            likely                                                                           at




3489791v11013774




                                                                                                                                                                                       01177
                                  Over      time     the    businesses           were        consolidated              under      two    Mexican              holding



 companies                 Vertice     Empresarial          and    Inmuebles               Terrenos S.A                 ITSA            In   2002 my            father




 decided          to   transfer    the shares       of these       companies          to      trust   held        by      Mexican       bank       called      Banca



 Afirme           Consistent         with    my     fathers       consistently-expressed                  wishes the shares                  would       be   held   in




 that     trust    for the benefit           of Wayo        and    me      and   our       families       On      October      15 2002             the   same day


that      the     Afirme      Trust      became      effective        my     father        executed          will       recognizing          the   Afirme Trust



Agreement


                                  Two       months     after       entering       into       the    Aflrme             Trust   Agreement             my        father




executed               Private     Agreement         with     Adriana        Consistent            with    the    wishes previously                expressed         by



                       the Private      Aeement                            for   Adriana       to   receive        $3    million over         time
my       father                                            provided




                                  My   father   passed      away      in   Januaiy         2005


             FURTHER               AFFIANT SAYETH                     NOT


                                                                                           Shelby     Longona




             SUBSCRIBED AND                         SWORN           TO BEFORE                 ME      this
                                                                                                               ____         day    of January 2015                   to




            which          witness     my    hand     and   seal    of office
certif




                                                                            Notary Public                 State     of




                                                                      l-ame
                                                                                  Commisston               Expnes          ____________________




348979     v1fO    13774




                                                                                                                                                                          01178
                                                                       CaUforna Jurat CerUficate
                                               or other                                                                                        only the                                                               who
            notary            public                            officer       completing            this    certificate          verifies                                        of the       individual                                     the
                                                                                                                                                              Identity                                                      signed
                                           which
    Lcumt                          to                   this    certificate           attached              and    not the
                                                                                 Is
                                                                                                                                   truthulness           accuracy                    or   validity   of     that       document



  State of California

                                                                                                                                                       s.s

  County              of7                                      fYi



                                                                                                                                                                                                          2115
  Subscribed                              and       sworn             to   or affirmed                       before              me      on    this




  20                      by                                                                                                                                                                                                                     and




 ______________________________________________                                                                                                    proved                   to       me      on      the basis                   of




 satisfactory                            evidence                to    be      the                                 who appeared                        before                me
                                                                                           person7




   ________                                                                                                                                                                      Noryp     SOhOMArOt$41y



        Ihr       1un
                                                                                                                                                                                                  Srl

                                                                                                   OPTIONAL               INFORMATION
 Alt   huh        tic         ii    Horn        a/ion     in    this   500101         10    1101    UiiiIod        by     /iiw     1/   coik    potif           IrS1K/U/0fl/               to/novel        iii   id   n/eachwunI                  of


 this   J1fl/    tO    1111             iiiiziuthil/izd          1lcixrocitd                   iimy     pmve       nooful         In
                                                                                                                                        poisons    yinc                on     ho      sttachscf           document



 Description                             of    Attached                    Document

The     certificate                is     attached         to       document               titled/for      the                     of              Method              of    Afflant         Identification
                                                                                                                  purpose




                                                                           2fe /4                                                                  rormsoftdenUflcaflonOcredibettness



                                                                                                                                                       Notarial             ventja        detailed   in   notary       Journal    on


                                                                                                                                                                   Pagej.3_                       Entry..L._.



                                                                                                                                                       Notary      conbct                         zA

                                                                                                            13       2015                         Other
containing            ______                   pages and dated
                                                                                                                                                              Afftants Thumbprints                                    Describe        ________




                                                                                                                  c1        1e                    oF   tiii     toro    l.nl         ooi                         vjt




                                                                                                                                                                                                                                                       01179
EXHIBIT




          01180
                                                     ACUERrO PRIVAGO


 CUE       CELEBRAN              ED1IARDO                LONGORIA                    THEROT                     ADRIANA            LONGORIA
 KOWALSKI         RESPEOTO                DEL RECONOCM1D1TO                                ACEPTACIONDE LOS TERMINOS
   CONDICONES                  DEL        FIDEICOMISO            NO        194-2        CONSTITUIDO EN BANCA APIRME
 S.A     JNSTfrUCION                 DE     BANCA          MULTiPLE                       DEL       RECONOCIMIENTO                          IDE     LA

 OBUGACON                 DE         PAGO                FAVOR            IDE      LA     S6JORA                ADRIANA            LONGOR1A
 KOWALSICI           DE ACUERDO                   LO SlGUIENTE



                                                  ECLARACIONES


           Dec4aron        las       panes


       Quo en         tetha          otubre         15    del        .preserte          ao       se      celebr           un controo               de
       fidelomiso          donde            ctu      como             Fideicomlfene                 el     seæor Eduordo               Longotlo
       Ttet coma                 ldeIcomisaros                  los     seæores Eduardo                          Shelby         Luls   Longoric
       Kowaiskl           coma fJduclarla                  Ia        irsljtuciri          do    crØdfto              Banca       Affrrne          SA
       frsfituci6n       do Banca MIple                         el    cuai so reglslro con                      el   ntrn era 194-2               del

       cucil    se    Onexa            und     copia            al      presente           Acuerclo                  en    Ia     suceslvo          et


       FIDEICOMISO

       Que     en     dicho FIDEtCOM1SO se designaron coma benatlctar$os                                                                           los


       seæores       EDUARDO     SHaBY WIS LONGORA KOWALSKI   respec$o                                                                      de      l


       propledod         do           occlans            aporfados              ol   mlsrno


       Que de      lgual mQnera quo es                                  voluntad                 su        padre que             8DUARDD
    SHELBY       LUS LONGORIA KOWALSKI                                 reciban             propledocl                de   las   acciones           do
           tolcriidcid         de   ecnprescis es voluniad
                                      los                                                      de     su        padre      que         ADRIANA
       LONGORIA            KOWALSKI    reciba  Ia ccrnttdad                                     quo        se        eslciblece        en         ete
       Acuerdo             los   condlclones              aqut Indlcodas




                                                         CA US                       AS



Prirnera       Del   tDECOM1O.-                      Los        partes       reconocen                Ic    vaujdez             cilcance          del

FJDElCOMISO                    en Id sentldo                stÆædo ccuefdo                            en        toos       sos    IØrrrlnos

condlcicnas              par    to    lonto manffies1ar                  que ditho contrato                          es Ia votuntad           Tinol


  defirætWa      do                           pot         quo esfn conforrnes                              en    todas      sos    fØrminos
                         las    panes               Ia


es1n conformes qua lc                        acclones                     apoi-tadas            so franzmitan                    favor do         los


beneficicirios       deslgnados




                                                                                                                                            ADRIANA      00119




                                                                                                                                                                 01181
Segunda Pao                     ci    AbtAWA                    LOWGORIA              KiQWAL$KL                         voluniod            tie     su    padre
que so Jo eriiregue Jo canfidad  do US$3000000.00                                                                   ties      millones do dolores
americanos      su hija ADRIANA LONGOR1A KOWALSKI                                                                      Cl    cargo    tie     los    flujos    tie


opeiocTr              q.ie     generon              las    empresas            quo representon                         las    ocdones             aporlodos
en           FIDEICOMiSO    sus subsidlarics                                         par        Jo    quo      es   obligoclon tie                EDUARDO
      SHELBY     WIS LONGORLA KOWALSKI                                             en          los    fØrmirios             quo so     menaionari
continuaciOn


      Ia    fecha      do      firma       del preserite               Acuerdo                   el    saldo        por eniregar                    ADRIANA
LONGORIA KOWALSJJ                              on tØrminos del pÆrrafoanteilor                                         aciende               Pa     canlidad
do     US$20 10000                dos miRones sesenta                                          nueve        mit     den      dlares         cmericcinosj

segCtri       estodo         do cuento quo so anexo                                       to    presenlo


En virfud        tie    to    anterior           se       to    entreQcirÆ           ci    ADRIANA              LONGORIA KOWAtSKt                             una
carfidad             anucil     do US$150000.00                        ciento                  cincuenlo             rnll    dolores   omericonos
de     capital              inlereses          or     mensuauidodes                       tie        US$12500.00              doce     ml quinientos
dlares         cimeiloanas                 hasla           Pa   complefa             liquidactOn                delsaldo quo se reficie oP

pÆrrafo anterior                     De        iguci       manero             el     saldo             pr      pogar cousarO   un interØs
normdl         del     75% seienia                     cinco       por cionlo                    del     0prinie rate4              publiccido pot              el

Wail Street          Journal


So         estabtece          quo         podrOn                hocere             pogos               en    bienes            en     cuyo          caso       so

acordOrah             los    importes par ambcis                       panes


Los cantidades                 sern            eritregados                    estrico            apego               las     dlspresiciones              legales
     fiscoles    oplicables               at   momenta de pago



Tercera         Condlcn                   DefemIriarte               do       Ia     Vourifad.-                Las    panes rndnitJestan quo
el    presenie         Acuerdo             es             voluntad           final              deflniitlvo         do los portes par to quo
estir        conformes           en fodos                 sus    tØrminos             rncirrifesfando                  oderncts quo nb existe
error        dolo mob                fe        cualquler viola                  de         Pa    voluntqd             quo pudiere afeclar su
en1ordimionto                   dedsiOn               respect          cii
                                                                              coniido                    del    mismo

La     obligaciOn             enfregor           las           cantidades            mendonadas en                             favor    tie         ADRIANA
LONGOR1A               KOWALSKI                                cargo     del         FIDEICOMISO en                             los    lØrminos aqut

seaPodos                continuorO                  vigente            hasta               su         cornpteto               iiquidcicin                en    Jo


lnteligencia        quo uno vez llquidados     las contidades       quo se refle.ren   el


presente         AcUerdo   ADRIANA     LONGOR1A KOWALSKI       so  dar6 par satisfecho
respecto         do oualquier obligociOn presenle ci tulura   cargo  del potrirnonlo del

FIDEICOMISQ                      de        los   senores          EDUARDO                       SHELB WIS LONGORIA KOWALSKP




                                                                       PÆg




                                                                                                                                                          ADRIANA    00120




                                                                                                                                                                             01182
 Cuort         iursdccl6n                           Lelslaclr                           loana.-                    presnte              Acuerdo          so

 establece        bo          Ia   jurIsdiicln                       eyes    do       los   Blados            linidos        Meicanos             Par    lal


 motlvo      los pcirlesse               someten exciusivamente                                   las    byes           do   MŁxco         par        quo
renuncian          expresamenie                                 Ia    opilcaciÆn             do         cuakuler        Ley             reglamenf
dsosicln             norma do otra                         Jurlsdbccin             diferente                 Ia    mexJcana             qtiepudere
corresponderbe                 par         mat Ivo               do     su       residencia                  paerndad                   cludadon1a
doniicUlo         pcirentesco                             relacfn            comerdczl                  par        Jo     quo       en         caso      de
inlerprelocic3n           con1roveia                            cualquier ospecto                      reloclonado                con     el    presenie
Adelcomiso              so    somelen                 expresarnente                         los    Iribunoles                de    Ia     ciudd          do
Reynoscz       IcmouJipcis                Mexico


De     Iuol rnanera                Jo    ernisin               do cucdqulor Ley reglomerilo                                    disposlciones             en
jurisdicciones           fuera          de     Ia         Repiblica          Melcona                         cualqUier            ado          recilizadp

fuera    del     ierrflodo          noclonal                   par    cuolqulera             do        Ids    purfes         que        preiendci        Ii

lrnparier      restricdones al presente                               Acuerdo        1mporer Jo reoHzodn                                       do actos
dfversos          los    lines      parc            los        quo    estÆ    auiotizdo      que preienda                                       Imponer
Jrnpuestos         derechos                     cargas               frbukiros              d1farertes                   los      previstas       en
Legisiacin             Mexlcana                     Iii         quo  prelenda   exproplor  rwnor    coniscar
ernbargar disponer                       congelor                 do cuciquler orrno dectar los derechos   del

Acuerdo  en base                               dispasiciones                 1egaIe               tanto           fedetcdes             estotalos

mundpobos              fuera       do     La    urisdlccin                  do   Jo     RpObc Mecana                                 no    es    rd   serÆ

cpllcable        cii
                         presenie               Acuerdo                 debierido                 en         todo        caso        ciplicarse          Jo

Jurciicdn               beglsbacin                        Ia    Repib1co           de bs stados                         Unidos     Medconos             en
tØnninos del       pnfo                 anterior



Vsto         lekio       Ia    ant erlar              to        rzan         las      pte.s            en     Ic                     do        Reynaso
Tamouflpc         el    dk     17 do         DICIMR                    del 2002




                                                    Edudo              Longorla Tkerlat




                                   c4
                                                          fTna       ogoi\              Kowalsld




                                                                      Pde3




                                                                                                                                                  ADRIANA      00121




                                                                                                                                                                       01183
EXHIBIT 2A




             01184
                                                                1k    \1
                                                                      1o




 January          12 2015


Cerlification

                                                 Park     IP   Translations




This    is   lo   certify   that   the attached         iranslations       are    to   the    best    of   my knowledge
and      belief         true   and accurate       translation         from Spanish           into             of the
                                                                                                    English
Irrevocable           Trust   Agreement




Sarah        Dunham

Project       Manager

Pojec   1umber SUGOj 5OjO3




                                            35      37th       Street 8th floor

                                                 New     YorkjJY      10018

                                                        212.581   .8870

                                                        ParklP.cotr




                                                                                                                          01185
                                                                            PRIVATE                 AGREEMENT

EXECUTED              BY EDUARDO                     LONGORIA                   THERIOT             AND ADRIANA LONGORIA                                    KOWALSKI                   REGARDING
THE     ACKNOWLEDGMENT                                AND ACCEPTANCE                                OF      THE TERMS                   AND         CONDITIONS                   OF TRUST                 No
194-2 MADE   IN                               BANCA                  AFIRME                S.A           INSTITUCION                         DE      BANCA               MULTIPLE                        AND
ACKNOWLEDGMENT                            OF PAYMENT                            OBLIGATION                 IN     FAVOR OF ADRIANA                           LONGORIA                   KOWALSKI
ACCORDING                  TO THE        FOLLOWING


                                                                                      DECLARATIONS


             The      parties       declare



                            On October                    15th       of     this      year          trust       agreement                    was    executed             with         Mr      Eduardo

                            Longoria            Theriot               acting          as     Trustor Messrs                       Eduardo              and        Shelby             Luis     Longoria

                            Kowalski             as       trust            beneficiaries                 and       Banca           Afirme           S.A          Institucion                de      Banca

                            Multiple             acting              as trust credit                 institution              which            was       registered              with            number

                            194-2              copy of which                     is    attached            to   this    Agreement                   hereinafter                the     TRUST

                            That    in        such        TRUST                 Messrs            EDUARDO               and        SHELBY            LUIS     LONGORIA                      KOWALSKI

                            were         designated                        as     beneficiaries                   regarding              the        ownership                   of     the         shares

                            contributed               to        it




                            That      just           as     it       is    the        will    of     their         father          that           EDUARDO               and          SHELBY              LUIS

                            LONGORIA                  KOWALSKI                   shall       receive        ownership of the shares                               of    all    companies                  it is



                            also the           will       of     her       father          that     ADRIANA LONGORIA                                KOWALSKI                  shall    receive            the

                            quantity           specified                  in this     Agreement                 under        the conditions                 set forth            herein



                                                                                             CLAUSES


First     Regarding           THE TRUST                          The         parties recognize                    the    validity             and    scope of the                    TRUST               and

in this      regard         they      are       in    agreement                     with      all    its    terms and               conditions               and        therefore                declare

that    the      agreement               is    the        final           and    definitive          will       of the            parties          and      therefore they                         comply

with             terms        and                          that           the      shares           contributed               to        it    are    to      be        transferred                 to     the
          all
                                         agree

designated            beneficiaries




Second           Payment            to        ADRIANA                     LONGORIA                  KOWALSKI                 It    is    the        will    of    her          father        that         the

amount           of        3000000.00                     three             million          U.S     dollars            be        delivered           to    his        daughter ADRIANA

LONGORIA              KOWALSKI                 from         the           operating           cash         flow    generated by the companies                                         represented

by     the      shares       contributed                   to        the        TRUST               or     by their subsidiaries                            and        therefore              it    is    the


obligation            of    EDUARDO                  AND             SHELBY            LUIS         LONGORIA                 KOWALSKI                  in    the        terms           mentioned

below




Error Unknown              document       property             name




                                                                                                                                                                                                                  01186
 On        the    date         this       Agreement                        is
                                                                                signed           the       balance             to     be     delivered             to       ADRIANA                   LONGORIA
 KOWALSKI                 in       terms               of     the    preceding               paragraph                 amounts              to     the     sum         of     USD               2069100.00
 two          million          sixty-nine                     thousand               one       hundred                U.S      dollars             according                to      the         statement               of

 account          that        is    attached                  hereto



 By virtue of the foregoing                                         an annual              amount           of         150000.00                 one hundred                      fifty        thousand               U.S

 dollars          of     principal                 and            interest       will      be    given           to    ADRIANA               LONGORIA                  KOWALSKI                       in    monthly
 installments                 of             1250000                  twelve               thousand               five        hundred            U.s       dollars                until        the         complete

 payment            of the           balance                  referred          to    above           In    addition            the        balance          payable               shall        earn          normal
 interest          rate        of       75%            seventy-five                   percent              of    the      prime rate                  published                   by      the        Wall     Street

Journal



 It   is
            hereby established                               that     payments                 may be made                     in    the     form of goods                        in   which           case       both

 parties         shall    agree              to the               amount


The         amounts             will         be         delivered               in    strict     compliance                    with        applicable             tax       and           legal        provisions

when          they       are       due


Third         Final       and        Definitive                    Will of the             Parties              The      parties state             that         this    Agreement                     is   the    final


and         definitive             will      of        the        parties            therefore             they        are      in    agreement                 with        all     its
                                                                                                                                                                                            terms           further

stating          that     there              is    no         mistake            fraud          bad        faith       or     any     defect          of    will       that        might affect                  their


understanding                      or decision                     regarding           the      content



The        TRUSTs         obligation                         to    deliver the             mentioned                  quantities           to    ADRIANA LONGORIA                                    KOWALSKI
in    the     terms set forth                            herein            shall       continue             in    effect        until       full    payment                 acknowledging                        that

after        payment               of     the           amounts             referred            to    in this          Agreement                 ADRIANA                LONGORIA                      KOWALSKI

shall       be    satisfied             in        relation           to    any        present         or future               obligation            charged             to the             TRUST              assets

or to those              of    Messrs                   EDUARDO                 and     SHELBY             LUIS       LONGORIA               KOWALSKI


Fourth Jurisdiction                               and         Mexican            Law        This      Agreement                 is   established                under         the         jurisdiction                and

laws        of   the      United                  Mexican             States            Therefore                 the         parties        exclusively               submit              to        the    laws       of

Mexico            thus        they expressly                          waive           the      application               of    any law             regulation                provision                 or    rule      of

any        jurisdiction              other              than Mexico                    which          might correspond to                             them         due            to   their          residence

paternity              citizenship                      domicile kinship                       or    commercial                 relationship                Therefore                     in    the        event       of

           interpretation                     dispute                or     any       aspect          related            to    this     Trust they                expressly                 submit to the
any
courts        of the          city      of    Reynosa                 Tamaulipas                 Mexico



                    the       Issuance                  of                                                 or                                                               outside             the
Likewise                                                          any law            regulation                   provisions            in   jurisdictions                                                 Republic

of    Mexico             or        any        act            performed                outside         the         national           territory             by     any       party           seeking              to

impose           restrictions                 on        this       Agreement                or to      impose             the       performance                 of acts            different               from the

                    for       which                           authorized               ii impose                  taxes         duties          or tax          burdens             other            than     those
purposes                                          it    is



under         Mexican               Law                iii        expropriate limit confiscate                                      seize        dispose           of       freeze              or    otherwise

affect        the       rights          of        the             Agreement             based          on        federal             state       or      municipal                 laws           outside             the

                         of        the                                of        Mexico           shall          not      apply        to     this     Agreement                        in      all    cases           the
jurisdiction                                  Republic




Errorl      Unknown           document                 property      name




                                                                                                                                                                                                                             01187
jurisdiction       and   laws    of the      Republic   of    the   United     Mexican       States     being    applicable   under   the

terms of the previous             paragraph



 Having     seen and      read     the      foregoing   the    parties sign      it   in   the   city   of   Reynosa   Tamaulipas      on

 DECEMBER          17th 2002




                                                                    Longoria

                                                    Eduardo         Longoria    Theriot




                                                             Longoria    Kowaisk

                                                    Adriana      Longoria      Kowaiski




Errors   Unknown    document     property    name




                                                                                                                                            01188
EXHIBIT




          01189
                                                                                                                        Fldeicorniso        No        94-2




   4AFTRME                         DE    FIDEICOMISO           IRRBVOCABLE                    IDE    ADMINISTRACION                     PATRIMONIAL
               CONTP.ATO
               QtIE        CELEBRAN        POR     DNA      PARTE        COMO           FIDEICOMITENTE                  EL        SEOR         EDtIARDO

               LOIORIA             THERIOT            QtJIEN        EN       LO    STJCESIVO           SE     LE       DBNOMIARA               COMO    EL

            FIDEICOMITENTE        COMO FIDtICIARIO     BANCA  AFIR1E                                                    8A             XNSTITUCIN

            DE BANCA   NLTIPLE      AIRNE GIWPO FITXER            DIVISIoN                                                        FXDLICIARXA

            QUIE    EN  LO  STJCESXVO    SE   LE   DENOMINAR$    COMO    EL                                                       xDt1CzArro
            REPRESENTADO                  EN       ESTE      ACTO            POR        SUB         DELEGADOB               FIDUCIARIOS               LOS

            LICENCIADOS                  ADRM         JO1GE         LOZANO              LOZANO                M7tRWEA            BEATRIZ         QARZA

           LONORIA                  ACTO        IORfDIco       UB            SUJETAN            AL     TENOR                 LAS        SIGtJIENTES

           DECLARACIONES                        CLATJSDLAS




                                                      DECLARACIONES

                       Dec.ara           el     Sr        Eduardo                                   Theriot            en              oslidad        de
                                                                         Longoria
           FIDEICOMITENTE                  quet


                      Es    una    peropna         fisica          do        naciorialidad             mexicana                  con     capacidad

                      suficiente          .para     oe.ebrar        el        presente              contrato


           .b     Que        estd        casado      con      su     esposa             la        sefiora        Dorothy              Kowalsid        do

                                         habjŒ.ndoae          celebrado                 su     natrimonic               en       la     ciudad        do
                  Longoria
                  Nuevo           Laredo          Tajnaulipas            habindooe                   casado        bajo          el    regimen        do

                  separncin               do    bienea


                  Quo        en    su     matriinonio         con        su        esposa           procre                  hijos         Adriana
                  Eduardo               Silvia              Shelby            Luis            todo          do     ape.lido               Longoria
                  Kowaiski                quo     ellos      son    su       nica        descendencia


                                                                        do        las    ACCZONES                quo        se        describexi
                  Es        legItimo           propietario
                  continuaciri             emitidas           per        las       sociedades                igualmerite               descritas
                  en          la        sucesivo           identificadas                     en       su      totalidad                 comb       las

                  ACCIONES




CONFIDENTIAL                                                                                                                                               SLONGORIA 000172




                                                                                                                                                                              01190
                                                                                                                                       Fldelcomiso              No      194-2

                     F3ANCA

                           Para           efectos            del           preseite               Ocatrato           so         identificarÆn                                lae
                           sociedades                     emisoras               de     las        ACZONs                 indistintamente                         en         SU
                           conjunto              aomo        las        EMPRESAS

                          Obran           en     su        poder           los        tItubca        representatives                       de        las    ACCIONES
                          referidas                  en     eb        inciso           que        precede           mianan                       se    encuentran
                                                                                                                                     quo
                          librea           do        todo    gravanen


   LEZMHDO1Af             Es        su    voluntad               el        afetar            en     fidejoomiso            las         ACCIONEL                  COII        el

                          propsito                   do    quo        eJ    IDUCIARIO                 en      ba      tÆrininos       quo             50        aealan
                          en    este           contrato               las        conserve                                       fiduciaria                               el
                                                                                                    enpropiedad                                                  quo
                          FIDUCIARIO                  disponga              de        eblas        conforme                be     dispuesto                 en        ete
                          coat rate


                                1IDUCIRIO                   10     ha       explicado         en  fornia inequlvoca    el valor
                      consecuencias                         begales             del     precepto legal   contenido  en el    inciso
                                do         la        fraccin               XIX         diecinueve              del  articulo     106
                                                                                                     romano
                          ciento            seis            do     la       Ley        do     Instituciones                de     CrØdito                  asI       come
                      del           alcance                contendo               do        este     contrato



               II.             Declara                el         FIDUCI.RIO                    par         cenduco              da         sun         Debegados
               Fiduciarios                      que

                      Su       representada                  es       una        aociodad            legalmente            constituida                     onforine
                               las        ieyes           mexicanas                    quo        est      debidamente                 autorizada                    para
                      celebrar              operacioxies                   fiduciarias


                     EstÆ            do     acuerdo              en        actuar            como      Xnstjtucjn                fiduciaria                     on
                     presente               contrato


                     Son        Delegados                  Piduciarias                 de    Banca      Afirme             SA              Instituci6n                  do
                     Danca               Md.ltiple            Afirme             Grupo            Finanoicro              Divisia                    iducia4a
                     con        facultadea                  nuficientes                             J.levar           cabo           la    finna           do     ese
                                                                                        para
                     contrato                   las        cuales           no    lee        ban      sido      revocadas                 xii    modificadas
                     en        fozma       aigwia


                     Do        conforirnidad                 con           be         estabbecido              en     ci        inciso                      de          la
                     fracci6n              XIX            diecthueve              romano             del      articubo           106        ciento              oem
                     de        la    Ley        de        Instituciones                 do        Cr6dito       declare                         ha
                                                                                                                                  quo                 explicado
                     en         forma                inegulvoca                             las      doings                                ci         valor
                                                                                                                    partes
                     consecuencias                        begabes            dcidcha               fraccin          quo          la       letra        dices




CONFIDENTIAL                                                                                                                                                            SLONGORIA 000173




                                                                                                                                                                                           01191
                                                                                                                       Fldcomiso                  No     94-2
                                                                                                                                                                     .1



                BANCA
   2AFIRME
                      ArtIculo             106                 las        Znstituaiones                do        Crdito                 los        eatarÆ
                   prohibido
                   XIX.

                              Responder                   los     fideiaomitentes                      maadantes                     coniienes
                   del        incuznplimientode                    los                                           los     arØditos
                                                                                    deudores           par                                        quo     so
                   otarguen                do    los       emLoaros              par       las    valores                      se       adquiorari
                                                                                                                       quo
                   salvo        quo     sea par su                   culpa            aogn                                         en        Ia
                                                                                                 .Io    dispuasto                                   parte
                   final        dl     ar.culo 356                   a22ora          391 do        le Jey          General              do        Tltulos
                         Opera ci ones               do        CrØdito                    garantizar               la        parcepcidn                   do
                   rendirniontos               par    lo         fondos        auya       inyersidn          so    lea        encoxn.iende


                   Si    al     tØnnino         del        fideicomiso                   mandato            comiai6n               conatituido
                 para          el     otorgwnienta                   do        adito               stos            no        rnbieren                  sico
                 liquidados   par                          los            deudores               la          institucin                           deberi
                 tranaferjrlos al                         fideicomjtenje                         fideiaomigario                          segth            Øl
                                     al    xnandanto                 comitente                 abstezaiØndose                 do        auhrir           Eu




                 Cualguier            pacto          contrario                  lo                                     los     dos
                                                                                         dispuesto           en                          prrafos
                 auteriores               noproducir                 otecflo           legal     alg-uno


                 En      los         cant ratos             do       ideicornisc                                                                         so
                                                                                                 maridato                     aomiei6n
                insertarÆn                en    toxma          notoria           los       pÆrraos anteriores                                do     eate
                inc.fso.y            unadoolaracin                    do       la    fiduaiar.ia            en    ci     sentido              do        quo
                hizo          sabr         ineguIvocamente                      su       cantenido                 las                                   de
                                                                                                                               persoxas
                quienes         baya       recibido            bienes                     su   invoroin
                                                                               para




           Visto        lo    a.narior           las       pa2tes          manifiestan                  tiexen                conocimiento
                                                                                                   qua
           do   las      dclaracionea                 anteriores                          todas     ellas
                                                                                quo                         son               ciertas                  par
           lo   que      es    su    voluntad             celebrax         ci                      contrabo              do    fideicoiniso
                                                                                    prosento
           conforme             lao       iguientes



                                                               CIjAUSLAS

           PRIXERA-            CONSTITUCI6N                DEL       FIDEICOMIO-                 El     Sr         Eduardo               Longoria
           Theriot       en     su     calidad            do     FIDEICOMITE1rE                   en    eote           acto          transmite
           en    fideicomiso                         FIDtICIARIO                 l.a                              de         lao        ACCIONES
                                                                                          propledad
           detalladas           en        el    ixiciso                   de        la    Declaracjn                         del        presonte/
           contrato


                                                                                                                                        \5
       y\

CONFIDENTIAL                                                                                                                                              SLONGORIA 000174




                                                                                                                                                                             01192
                                                                                                                                        FIcicomlso                 No      194.2
         /\

   \4AAFRME
          IC0MIN                                                en     eate          acto           hace        entega           fisica               al        FXDUCIJRIO
                     do
                     debidanente
                                 los       tItuJ.os                  que         amparaxi                 .as          ACIo                  fjdeicomjtldas
                                               enclosados              en       favor          de    dst itimo

                            los        drminos             del       artlcuJ.o              129      dela            Ioy     General              de        ociedades
                     Mercantiloa                     el        PIICoNxEE                             so         oompe                             riotificar
                    Adxninjstrador                   nico                 al    ecretarjo                     del    Conseo            de        Adzninjstraci6n
                    1en     su                  de        las
                                  caso                            EI4PRESAS                emisoras                                   do         la        transmIsin
                                                                                                                    respecto
                    do      las       ACI.ONES            al     presente                 contrato             do    Fideicem                                       de
                                                                                                                                                           fin             que
                    se         realice          la        Inacrpci6n                       correspondiento                      en      ci            Registro              de
                    Acciorijetas                de         dichas              EMPREBAS                   remitiendo                         FIcIjIo                        la
                    eertifioacjdn                                      dentro
                                                    correspondierite                                           de           plazo       do            30        treinta
                    dias         hbiles             contadog      partir do                                   la     oelehracj6n                  del           presente
                    contrato                   En     case           do        quo        no        se        reciba        la       certificacin                        del
                   Secrotario                  del             Consejo                               FXt1CIARIO                  podrÆ                 solicitarla
                   directanente


                           zuciuio                  recibe            en       este         acto              los    titulos           quo            ainparan           las
                   ACCIONB              debidamente                  endosadas                  sin        asunfr       responsabilidad                            alguna
                   por             autenticidad                           1egitiinida                    do     dichos          tItules                         per      be
                   viaios         que      soperten                            consacuentemente                        aeÆ        ci         FIDEIcOMINrE
                   guieri        deberi        responder                  do     is       autentic3dad                     do    lea         t1tulo    del
                   saneanliento            para                                 de
                                                          ci     aaso                     eviccj6                   Aixni.smo               ci        FIUCIARI0
               per          medio         del        presente                  coritrato                 otorga                  FIDEICOMITENTE
               recibo            mÆs ainplio                      en
                                                          quo                  derocho          proceda

               El         FXEtICIARIO           en        este        acto       xnaxiifiesta                  la                                do
                                                                                                                     acØptacin                             su     cargo
               protestandosu                    fiel             legal           deseinpefio




               SEGtJNDA
                                                                                                              Son    parteg            en        ol         presente
               Contrato            do    Fideicomiso                   las siguientes


               FIDEICOMITENTEI                                       Se1or       Eduardo             Longoria           Theriot
               FIDIYCIARIO                                           BanoaAfjrme                          LA           Instjtucjn                          do     flanca
                                                                     Mitipla   Afirrno                         Orupo        Financiero                     Divisidn
                                                                     Fiduciaria


              Deaignacion                 do        PIDEICOMxaMIos                             En        este        acto       ci      FIDEIC0MITEE
              designs            come      FI1DEICOMISARIOS                          EN    PRIMER             Lt7GAi            sustittos                   pars
              caso        do     su     fallecimiento


                                                                 Eduardo                       Shelby           Luis        anibos          do         apellidos
              RN    PRIMER            LtJGAR                     Longoria                      Kowaiski                en            las              siguientes




CONFIDENTIAL                                                                                                                                                             SLONGORIA 000175




                                                                                                                                                                                            01193
                                                                                                                           F1decomIo               No     194-2

                     BANCA
   \tAFIRME
                                                              proprciones                                       Shelby               Luis         xongoria
                                                              Kowaleld               en     tin       6O     aesenta  por                   ciento             de
                                                              los         dereohos                de       fjdeicxiavib                          derivados
                                                              del         prasente                Fideiconjiso                   yj         iEd.1-iardo
                                                              Longoria               Kpwalski              en     tin    4O           cuarenta             por
                                                              ciento             de        los         dereohos           de         fideicomisario
                                                              derivados               de    eate        Fideicorniso


   1ZMENDOZsiIfliGUo                 para      el    caso     de        fallecimiento                   de      los      IDEICONXSUIOS                         EN
                 RIdER          LIt7GAR           aualqid.era             cia     ellos           simultÆneamente                                antes         de
                 reothir           los      beneftcio                   qte       le        correspondieran                           del        presente
                 ideicomiso               el        FXDEICOMXENTE                     designa              somo         IDEICOMXARIOS                       EN
                 SZQD1WOLUWR

                 FIDEICOMISARIOS                             Los        hijos                  esposa           en           caso                 cia     los

                EN      SEGt1WO      LUGAR                                                                 pizr           LOAR  en               caso       de

                                                             que        ocurra            el      deceso          de     algiirio           de     ellos
                                                             cuyos        nombres                se    sienoionan               en     la        Clusula
                                                             Quinta             inciso                                   clÆusula                Sexta
                                                             clÆusula            Bptima

                Los      Fideicomisarios              podrdn            ear      referidos               en              presente            contrato
                conia        FXDEXCOMIS.RIOS                refiriidose                           todas          los       designados                   como
                fideicomisarios              en      conjunto                   en     particular                    refiriudose                        cada
                paz-ta       designada


                El      FZDUCIARIO           llavar            registro                   contable              qua       acredite                       los
                FXDZICOMXSARIOS                      P1IMER         LO            como         beneficiaries                    4e1     patrimonlo
            del         Fideicemiso          en     la proporci6n                 qua       para        oada       uno     se         eeæal         en    la

            presexite           clÆusula mediaxite la apertura  da una subcuenta                                                            para        cada

            uno         de    alice  El registro  de los rIflEOKISAXIOS   ER                                                     SEDO              LTJGAR

            se          realizarÆ         dentro        de     la         subcuenta                                cada          uno        de     alias
                                                                                                  que
            corresponda



            TERCERA               PATRIMONTO          DEL     IDEICOMIQ                           ConstituirÆ               la        materia            del

            presente           contrato


                      Las     ACCIONES       descritas             en    el      incise                  cia    la      Declaraci6n                      del

                     presente        contrato


                     Las      futuras       ACCIONES          quef        por        cualguier                 causa       ilegaren
                                  del     patrinionlo          de         este         contrato                          sea
                     paz-ta                                                                                     ya                   par
                     emjsjn         cia   nuevas       ACCIONES                             ci        ejercicio           cia
                                                                                 por




CON FIDENTIAL                                                                                                                                             SLONGORIA 000176




                                                                                                                                                                             01194
                                                                                                                                    Pldelcornjso          No       94-2



       AFRME                                           derivado                  de
                      patrimoriiales                                                    las        propias              ACCZO2ES             asI         coino        los
                      titulos            que      pudieran               recibirse                   caxithIo                  vrtud         de
                                                                                                                        en                          ocurrir             la
                      fusi6n             esciain                      transformacin                     de    oualquiera                      las        emisoras
                      cia    laa       ACCZOlS               qua         conforinen         eJ patrmonio dci presente    asi
                      como        e1     inoremento                          ci       IDEICOMITENTE
                                                                  ciue                               podr haoer raspecto
                     ACCIONES                  representativas                              del                                   social            de       otras
                                                                                                        capita
                      sociedades                siempre               qua     las       eniisora.s           sean            sociedades           mextcaxias



   EZ ME1DOZAC       Cualquier               otro          tipo         de        valor                 titulos              de    rdito                   parte
                     socialee                   bienes                qua
      97                                                                          par            cuaiqujer              forms           se        aporteri             a3
                     Fideicomiso                  para           quedaz           afeotas                 los          fines       de    este       contrato
                     En      este      supuesto                  an    iiingthi         caso         se      afactarÆ              al   patrimonio                dci
                                             valoras
                     presente                                     qua            se     negocien                  en         mercados          de        valorea
            arijroa                               ya       qua        siempre          saran         valoreg             qua       se   negocien            en        ci
                    mercado            de    valores             znexicano


               ci    Tambin            formarn              parte            de       la     inateria             dcl        praaexite        fideicomiso
                    lo        dividendos                pagados                  en     efectivo                  en         ACCIONES               en      otros
                    bienes         muebles                 inxnueblas                  de        las ACCI01ES                 aportadas

                    Los      rendimientos                   qua        generen              las     inversieries                  afectuadas              por      el
                    PIDUCXARXO                 con         los        recursos               en      diners             que        formen         parte          del
                    patrimonio              del      ideicomiso


                    Cualguier               aportacin                  adicional                             en        ci      futuro         rea.lce             ci
                                                                                                  que
                    FIDEICOENrE                      cia
                                                             cuaiq-uier                clase            ya        sea        efectivo             especie
                    derechos


                    Cualquier            otra          aportaci6n                 en        efectiv                especie                 derechos              que
                    adquieza           el    propio          Fideicomiso                     en    ci     ounuplimiento                 de    sue        fines



            CTARTA           OBJETO         DEL        FIDEICOMISO                      El     presente   Fideicomiso  tiene                                     por
            obj eta         que     el      FIDTCIAIIO                 conserve              la propiedad    cia las ACCIONES                                     en
            los     tØrminos             del      propio              coxltxato                    efecito         de        quepoateriornnente
            al      fallocimiento                      del            PXDEICOXTENTE                                    en         los        tØrminos
            condiciones                pactados                  en         ci        presente                                          tranemita                 la
                                                                                                             contrato
           propiedad                   las     ACCIONES                     favor           de    1OF     FIDPfl.COMISAiIOS




           QUINTA           FINBS        DEL      FXDEXCOIS0                           Son        fines      del         presente            contrat             de




                                                                                                                                        .4
           fideicomiso              que




CONFIDENTIAL                                                                                                                                                       SLONGORIA 000177




                                                                                                                                                                                      01195
                                                                                                                                         FdeIcomiso              No    194-2

               BANCA
               AHRME
                El        FIDUCIARIO               reciba                         mantenga           la       titularidad                     de     las       ACCIOIES
                fideicomd.tidas



                El         FIDUCIARZO                   invierta                        los        recurnas                   en         efectivo                           ne
                                                                                                                                                                 que
                encuentren                   dentro              dcl          patrimonie                  fideicomitido                            conforme                 lo
                establecido                       en         l.a             ClÆusula               Dcma                 Tercera                   del         presente
               contrato


               El        FIDUCIARXO                ejerza                los           dareches           corporativo                              patrimonialen
               de         las      ACCXONES                        nefiaindose                     en      forma              enunciativa                        mda     no

    lm         limitativa                    ion       siguientes                              de       voto             ci        de    recibir               accionen

               capitalizadas                           come             dividendos                   ci    de       suscripci6xi                    de     acciones
               ci     de    pagar                  recibir                   nuevan          accoues                en    ejercicio                  del        derecho

               de        preferencia                        ci          de        reeinbo.so              total                     parcial               de      dichas

               acciones                 ci                  cobra                 de     dividendos                  en        efectivo                    etcetera
               niguiendo                en    todo          caso             las        instrucciones                                          encrito            reetha
                                                                                                                         qua        par
               del       Comite          Teonico


               Para        ci   ejercicio                    de         ion        demchos               corporativos                           patrimonialen
               inherentes                          las              ACCIOT2B                   se         obser-varÆn                     las            siuientcs
               disposiciones


                     El      FIt1CIARIO                     otorgarÆ                   ion     poderesque                          sean        necesarios              en
                     favor         de         las                personas                     que         designe              ci        Comit             Tcnico
                     para          ci        ejercicio                   de            los    derechon                   antes           mencionados                   En
                     aunencia                de        instrucojones                           el        FZCARZO                        estarÆ             facuitado
                     podrÆ solicitar                         las             instxuociones                    correspondienten                            al     CornitØ

                     Tcnico              para          ci          ejersicic                  de        ion      derechos                     corporativos
                     patrirnoniale                      da         las            AccXONE                debiendo                  obrar                           come
                                                                                                                                                   siempre
                     buen          padre               de           fainilia                  protegiendo                      en         todo             cano        el
                     patrimonio                fideicomitido


                     En     caso        de     aumenton                  de        capital          de     l.a      einisora              de       lan     ACCIONES

                     fideicmitidaa                           ci         flUCXARXO                   llevarÆ                   cabo            la    suscripci6n
                     correspondiente1                            previa                aportaai6n              de    los           fondon           auficientes

                    para           bal         efecto                        guedando               entablecido                         que         de         existir
                    recursos                  suficientes                          para            ello          dentro                  dcl         patrimonio
                    fidaicomitido                       ci          rIDEZCOMXTENTB                                        Comit Tcnco                            podr
                    instruir             al        FXnCThRIO                       para       que         la     nuncripci6n                       dcl         aumento
                    de       capital                   correspondiente                               se         realice                  con                           al
                                                                                                                                                         cargo
                    patrimorilo               fideicomitido
                                                                             .1




                    Asiminmo1                queda           establecido                       qua        los        veernboisos                    de         eapai
                    parcial                   total                de        ian         ACCIONES                asi           coma            los       pagan




CONFIDENTIAL                                                                                                                                                           SLONGORIA 000178




                                                                                                                                                                                          01196
                                                                                                                                      HdecomIso              No        94-2




    i2AFIRME                                                  ofectivo
                         divideridos                en                                especie              qu         en    su        case         decreten            las
                         emisoraa                do      las        ACCZONZB               incrementar                            el                                   del
                                                                                                                                            patrimonio
                         presente                fideiciomiso                   para            su        posterior                   apli.cci6n                       los
                         fines        del        mismo


               dtL IDCARI0                            aonornie                   instruaciones                        escritas                qI.i      le      expida
                 el  Comit TØcnico                             enajenne              afecte               grave                 por         oualquier             medic
                                                                                                                                                                        la
                 perinitido per Ley                            tranomita              las           ACCIONES                    parto         do     silas

                \persona              que          designe               el      Comit                   Thcxjjco                en         cuyo         ease           la

                 contraprestaai6n    quo   corresponda                                                               dictha               transmisi6u                   la

   97          /recibirÆ   el FZDZIC0MITNTE       en   su                                                case        los        FIDEICOMISA1IOS                        Be

                 conviene                expresamente                      en        quo             el         establecimiento                            do         las

                 condiciones                  do      enajenaoi6n                   serÆ            facultad               exalusiva                 del

                \Tcnico                     so        dard                sonocer                         detalle                      per         escrito
                iruCIAflIo


                 Previe                       la         formalizaei6n                         do          la         enajenaci6zi                         tanthin

                 eorrespondorÆ.ai                        ComitØ TØcniao                        verifisar quo                         la     enajenaci6n                do

                 las     ACCIONES              en        su     case           cumpla           con            las     reglas               corporativas
                 doreahos           de        otros           sosios            establecidos                     en        los         estatutos                de     la

                emisora                do        Ia      Ley         obligØndose                          acreditarios                       al      FIDUCIRIO
                cuando        Øste          lo      solicits


                En     caso      do      yenta           de        las    ACCIONES                  en    los        tØrminos                expuestos
                InEIC0MITENTE                         deberd          cuinplir             con            las         obligaciones                       fiscales

                aplicabies                       su      cargo                  bien                en     easo            de        faliecimiento                    do

                ste           las        personae                    quien            le        corresponida                     do       acuerdo                    las

                disposiciones                    apj.ica.bies             en     su       case


                El     EInCARI0                     conforms                    instruociones                        quo         reciba            del       Comit
                recnico          enitregard                   las    cantidades                     de    dinero            quo        is     inatruyaxi              al

                propio         7XBICOMITENTE                                         los        ZDEZCO1I5ARIOS                                siempre                que
                hubiere          fondos               suficientes               en        el    fideicomiso


                En    caso     do        fallecimiento                     del        PIIJEICOMrTENTZ                           io             doberÆ                ser
                                                                                                                                          quo
                acreditado                            PIUCIAIIO                     con         la         exhibici8n                      del   acta                 do

                defunciØn             correspondiente                           el        presente                fideicomiso                      continuard

                vigents                  el        derecho            de        los        IDEICOMISARTOS                                     recibir                los

                beneficios                  estara                  auborciinado                     hasta            en         tanto             el        Comit
                TØcniao          instruya                     al     FIDCIARIO                       para                            entregue                        ica
                                                                                                                     quo
                FIDEZCOMISARIOS                       los       recursos              exiatentes                     en         el     patrirnonio                   1el
                Fideicomiso                        las    ACCIONES               fideicomitidas                            en        las     proporci4es
                seialadas                             cada          uno        do                                                           indica           en
                                      pan                                                 ellos                aegdrn           se                                   la
                Cl.usula Sogunda                         extinguiØndose                        en        see    memento                el     fideicomi4o




    1nn




CONFIDENTIAL                                                                                                                                                         SLONGORIA 000179




                                                                                                                                                                                        01197
                                                                                                                                FIdelcomISO         No       194-2




                 Bin          taxito              Los                 XDBitCoMISZog                          eciben                   las          ACCXQNES

                                                                 Los        recursos         axistentes                 on       ci        fideicomiso
                 fjdeiond.tida8
                 producto             de         La     yenta           do     las     ACCXON$                  en    su        caso        el     presente
                                                continuar                                                  XDUCIAZIO                  ejercitard         Los
                 ideicomiso                                                  vigente              ci

                                                                                                           de        las     ACCIONES              conforme
                 derechos             corporativos                           patrimoniaJ.os
                        lo    instruyaei                     Con1it           Tcniao

                                      do                    ocurra            el     deceso             del          Fidaicomisario                 Eduardo
                 En      caso                    quo
                                                                      los     dareolios                       La       correspondlan                   an      el
                 r1ongoria            Kowalsid                                                 qua
                                      Fideicomiso                      sern        para      los                     ouatxo       XDEIcOMX8ARIOS
   jMENflOV      presente
                                                                 do     nornbres                                      Michelle               Bernardo
                         SEGUNDO             X1tIGAR                                       Alejandra

                 Biduardo              todos                do         apellidos            Longoria                  Hernndez                        Sophi

                                                             en        las                                            bajo        los        trxnthoo
                 Longoria             Zyiiont                                  proporiones
                 condiciones                      qua        so       refiere        La    clÆusula              Sptirna


                                                            de        falleaiiniento                 do         los        ZflEXCoEISAIOS                      EN
                En       ci     supuesto
                                    LUGAI             Bernardo                     Eduardo           Longord.a             Hernndez                      Sofia
                SEGUNDO
                                                                 mencionados                 en         el           inciso            anterior               en
                Longoria               Zygrnont

                oualquier             tiempo                durante           La     vigancia              dcl       presexito             Fideicoiniso

                La      participaci6n                       qua         Leo        correapondia                 sara         distribuid                  ntre
                todos         los     demÆs             FXDEICOMXSARIOS                              SEGUZWO           LTGAR           qua       queden       en

                vida            qua        se     refieie               el    inciso         anterior                 increinantando                  por     lo
                tenth          su      participacin                           en     el         pzesente               Fideicomiso                    Bin


                supuesto              do          fallecimiento                      cia        Aleandra                   Michelle               Longoia
                Hern.ndez             en                                               durante             La        vigencia              del    presente
                                                cualquier\tiernpo
                                                  La                                                            La         correspcnd.a                     sara
                Fideicoittio                                     par4cipacion                     qua
                distribulda                 en        partos            Juales            entre         sua          hijos       Alfonso           IlLn
                Alejandro             Diego            axnhcn                apeilido           Argtzindagtii               Longoria


                En     caso      do                   ocurra            al    deceso        del         Fideicomiaario                      Shelby          Luis
                                           quo
                                                                      Los     derechos                           La        corraspondlan                     del
                Lorigoria             Kowalaki                                                       quo

                presente            fideicomiso                       sern         pare     los        cuatro                    FXDEICOMI5ARIOS
                EN     SEGUNDO         IUGA             do        nombre        Enriqucta               Chapa         de     Longoria              Shelby
                Sarah         Louise                  Adriana               Dorothy        do        apellidos              Longoria              Chapa       en

                partes          iguales                  bajo           be         tdrmiuos                      condiciones                       quo        so

                ref iere        la     cidusula                  Sexta


                En     eJ     aupuesto                 de        falieciuiiento                 de      algurio            do    los         cuatro

                FIDBICOMISARXOS                         EN        SEGUNDO            LUGAR           mencionados                      en     el       inciso

                anterior              en     cualql2ier                 tiempo         duranta             La        vigencia              del    presete
                Fideicomiso                      La          partiaipaoi6n                       qua            Le         correspondla                     sard
                distribuida                 entre                Los        EDEXCOMISARXOS                       EN        SEGUNDO           TJUGAR

                queden        cxi     vida             incrementando                   por       lo       tanto        su       participacifl

                ci     presenbe            rideicomiso




CON FIDENTIAL                                                                                                                                                 SLONGORIA 000180




                                                                                                                                                                                 01198
                                                                                                                                    F1deIcornso          No      194-2



       JPI2AHRME
                 SEXTA          DISPOSICIONES                    ESPECIALES                 EN    CASO       1E     FALLECIMIENTO                  IDE      SHELBY
                 LtlIS       LONORIA            KOWALSKI                 En       caso       de       fallecimiento                  del       sellor       Shelby
                 Luis       Lorigoria           Xowalski           en        cualquier                tiempo       durante               la iigenoia              del
                 presents            fideicomiso                 se     estarÆ                lo dispuesto                              aeta     clÆusula
                                                                                                                             par

       TJ              FXEICOMISARXOS                       ZN        SEGtTZqDO             LAR-             Cbmo            se     eata.b.ece              en     la
                       clÆusula                Segunda                los          FZDZXCOMI$AgIOg                           EN          SZGWO              LIDGAR
                       designados               para        el    caso        de       fallecimiento                    del               ZICOMISARIO              ZN
                       PRIMER         LUcAR            Shelby           Iui            Longoria             iowaleid                aerÆn         su      esposa
                                                        arias            de
   MZOOZA              Enriqueta               Chapa                              Longoria                  sue      hijos          Adriana            Sarah
                       Shelby             todos    de       apellido              Longoria             Chapa         en        partes          iguales

                       Zn     case        de     fallecimiento                    de        cualquiera             de        los        YXIEICOMISARXOS
                       ZN     SEGUNDO           LUGAE        en       cualq-uier                 tiempo       durante               la                           dl
                                                                                                                                           vigencla
                      presente            Fideicomiso                  la participacin                                    .e
                                                                                                              qiie                corroapozidia               serf
                      distrlbuida                enitre          ba           IDEIC0MISARIOS                         EN        SEIDNDO           LtIGAR          que
                      queden         en     vida        incrementando                                 bo    tanto
                                                                                            per                              su     participactOn                 en
                      el    presente            Fideicorniso


                              daso        de     los        FISEICOMISARIOS                        EN       SEGUNDO               LUGAP        menores            de
                      edad           detos             serxi              rapresentados                           per             sue          tutores
                      representantes                   designados                      de        acerdo                      las          dispoeicioz-ies
                      civiles        aplicables


               SPTIMA           DISPOSICIONEff                     ESPEIATES                     EN        CASO      IDE          FALLECIMIENTO                  IDE

               EDUARDO         TjONGORIA           IOWALSKI                   En         caso         de     fallŁcijexito                      del       seller
               Eduardo        Longoria            Kowaleki              en    cualguier                 tiempo            duzante           la    vigenciia
               del     presents                fideicomiso                   se        estar                  bo        dispuesto                per        eata
               cliusula


                     FIIDEICOMISARIOS                  ZN        SEGUNDO               TjUC.R-             Como         se        establece            en        la
                     clÆusula                                    los
                                           Segunda                            FIZICOI4ISA1Ios                           ZN          SEGUDO               LUGAR
                     designados            para        el    caso       de        fallecimiento                    del         FIIDEICOMISARIO                   ZN
                     PRIMER      LUGAR            Eduardo             Longoria               Kowalski              ser.n            sue               cuatro
                     hijos     Eduardo             Alejandra                  Bernardo                  odos         de        apellido          Longoria
                     IernÆndez                    Sophia               Longoria                   Zygrnont           en           las          siguientes
                     proporciones


                        FIDEICOMISAEIO                  EN       SEGUNDO           Lt7GAR                      PORCENTMZS
                        EDTJARDO          LONGORIA           HERNANDEZ                                                  37     5%
                        BERNAIZDO          LONGORIA              HERNANDES                                              375%
                       ALEJANDRA               LONGORIA           HJLRNANDEZ                                            12     5%
                       SOPHIA         LONGORIAZYGMONT                                                                125%
                                                  Total                                                                 100%




CONFIDENTIAL                                                                                                                                                  SLONGORIA   000181




                                                                                                                                                                                   01199
                                                                                                                                     FidelcomlsoNo                 T94-2


         It       BANCA

                   En        e3      supueato                 de        fa.lecimiento                       de         los       FI.EICOlIARX0S                        EN

                   sEGmwo               LtIQAR         Bernardo                     Eduardo               Longoria               HernÆndez                    Sophia
                   Iongoria              Zygmont              antee          mencionados                    en        cualquier             tiempo           durante
                   la     vigencia               del       preoente             ideicomieo                                                                  que     lea
                                                                                                                  .a        participacin
  1uI              correspondla                        serÆ             distribuida                        entre                todo              los             demÆs

                   FIDEXC0MXSA1IOa                            EN         6EGNDO                 LGAR                  quo        queden             en           vida
                   incrementando                      por          lo     tanto           su                                           en                presents
                                                                                                     partioipacin
                   Fideicomiso                      En        e3        supuesto                de        fallecimiento                      do        lejandra
                                                                                                                                                  dirante            la
  MENDOZA          Michelle              Longoria                  HernÆndez               en         cualquier                 tiempo
  T4o.97          vigencia               del          presente                Fideicomiso                                                                            le
                                                                                                                 la        participacidn                    quo
                  coreepondia                      serd       distribuida                 en     partes               iguales          entre           sus       hijos
                  Alfonso ZllÆn                            IUejandro                Diego            axnboa           de     apellido             Arguindegui
                  Longoria


                  DISPOSICZONES                       ESECIALES                PAP.A        LOS           FIDEICOMISAEIOS                         EN     SEGUNDO

                  LUcAR                   Desde                 este            momento                                              desigriados                   los
                                                                                                            quedan
                  FXDEICOMISARIOS                        ZN        ZUDO              LUGAR                  que            so    refiere           el        inciso

                  anterior               en         los         porcentajes                      indicados                      sin   embargo   los

                  EDEXCOMXSARZOS                         EN     SEGUNDO              LUQAR             Eduardo                    Bernardo Longoria
                  Hern.ndoz               tendrdxi              la       opcin             do         disponer                  en     su         calidad           do

                  FIDEICOMXSARIOS                          EN           SEGUNDO             LUGAR                     do         25%         veinticinco
                  porciento               que         le      corresponderla                              Alejandra               Michelle             Longoria
                  Herndndez                        Sophia            Longoria              Zygmont                    contra           la     entrega               en
                  efectivo           de       dicho           25%       en     an     favor               do      acuerdo                   valor           de     las
                  ElPRESAS           calculado                  en      tØrminos            do         la        c.usula              DØcima           Primela
                  Dicha        opci6ri         ser         ejercida             da    la        siguiente                  inanera


                          La opci6n  do  los FIDEICOMISARIOS                                                EN        SEGUNDO          t1GAR             Eduardo
                             ernardo    Longoria   Kowalaki                                            para            recibir              del        presente
                          fidetcomiso                      el           25%          veinticinco                            porciento                  que          le

                          corresponderia                             Alejandra                  Michelle                   Longoria          Hernndez
                          Sophia          Longoria                 Zygmont            es        otorgada               en       forma       autoniÆtica
                          solo       podrn               ejercerla                    ms         tardar               dentro          del     primer aæo
                          calendario                   si.guiente                          del            fallecimierito                     do   Eduardo
                          Longoria             Kowalski                 En     caso        do        no     querer   ejercerla    debern
                          de        notificar                 por            escrito             do         tal   intenciOn    tanto   al

                          FIDUCIARIO                  como              Alejandra               Michelle                   Longoria          HernÆlldez

                        Sophia           Longoria          Zygmont                   en     cuyo          caso         stas          tendrÆrx derecho
                               su       25%           veinticinco      porciento    do   las  ACCIONES  esto
                        iltimo            tambidn             ocurrirtarito  en  caso  de que  notifiquenu
                        intencin                 do      no     ejercitar             dicha            opcin                aol      coma     en       e3
                                                                                                                                                                 4.o
                        do        que         no       ejerciten                la        opcin                dentra            del        plazo            an
                        aeflalado




CON   FIDENTIAL                                                                                                                                                      SLONGORIA 000182




                                                                                                                                                                                        01200
                                                                                                                                 Hdefcomlso              No     194-2

               /A               CA
                    AFERME
                           La     deterunaci6n                  del      valor            del           25s         veinticinco                    porciento
                           que     les     corresponda                    Alejandra                      Michelle               Longorla              HernÆxidez

                                 Sophia          Longoria               Zygmont                se         efeotuarÆ                           la      fecha       de

                           fallecimiento                 del       PZEICOZfISAIO                               EN    PIMEP               LUGJi           Eduardo

                           Longoria           Iowalaki             de     acuerdo                  al     procedimiento                       de      valuaci6n

                           establecido             en     la clusula                    Dcima              Priu1era


                       tJna         vez          determinado                   el             valoi-                del         25            veinticiiico
          MENDOZA                                            trminos                del                                                            Eduardo
                       porciento                   en                                              inciso             anterior
   ala        97
                                                                                                                                                        valor
   tdo   Tm            Bernardo                 Longoria            Kowalsid                         entregarn                        dicho

                       Alejandra                Michelle             Longoria                  flernÆndez                            Sophia             Longoria

                       zygmont           en      u.n    plazo       de    10            diez             aæos         co        u.n      interds          del

                           siete          porciento             anual               en        d6lares                de        los       Etados           Unidos

                       de        America


                       El        primer          pago          daberÆ              ser                   nia         tardar              en        el     primer
                       aniversario                 del        fallecimiento                        del         IDEICOMSAXO                         EN     PRXNE
                       Zt7GAR         Eduardo             Lorigoria            Kowaiski                             asi        sucesivainente                 eada
                       silo       hasta         cubrir         totalmente                     la     cantidad                  establecida                en     el

                      plazode              10      diez            aiio

                       Conforme               se        vaya        realizaiido                         cad           page               se        entenderÆ

                      liberadas               las       ACCI0ES           correapondintes                                        favor          cle     Eduardo

                            BØrnardo            Longoria           Hern.ndez                  en     paxtes               igualas


                      En         tanto     se          eate     oump.iende                    con          la         enhregas                        favor      da
                      Alejandra                 Michelle            Longoria                  Her.nØ.ndez                           Sophia            Longoria

                      Zygmont              en           los        t6rminos                    apuntados                       en         los           inoisos

                      a.nteriores                  ci    ejercicio                 de         los         derechos                  patrimonia.les
                      corporativos                 de        las    ACCIONES                  qua         les        corresponden                         Østas

                       25%            seren             ejarcidos                  en         an         totalidad                   por        Eduardo
                      Bernardo Longoria                        HcrnÆdez                  en    partes                igualea             en     su      calidad

                      de          IflEICOMISARIOS                        EN             EGmDO                       LGAR                 En        caso         de

                      incumplimiento                     en        mac        de           doe                      pagos            cousecutivos

                      Alejandra               Michelle             Longoria                   Rernndez                           Sophia               Longoria
                      Zygniont1           Øctas         tendre.n         derecho               al         remanente                 de     las        ACCIONES

                      no        cubiertas                 podr.n          per            lo        tanto             ejercer              sue         derechos

                      pÆtrimoniales                          corporativos                 derivados                       de    dichas             ACCIONES
                      en        los tdrxninos            previstos                 en     este           contrato


                      QUda          axpresamente                   etablecida                       la         obligacin   de  notifir
                      al    IDUCIARTO                  dcl     ejercicio                 de        la     opci6n      establecidÆ en

                      punto           anterior                     bien            de     la       decisi6n                de       no    ejereicio




CONFIDENTIAL                                                                                                                                                   SLONGORIA 000183




                                                                                                                                                                                  01201
                                                                                                                                         Rdeicomtso               No        94-2

               BANCA
                          la    misma                asi           come        del         incuinplimiento                        en    cualqi.iiera                   de    los

                          pages                 cargo               de        Eduardo                   Bernardo              Longoria                 Iernndez
                          bien             del           cuinplimiento                     total            de     la        obligacixf                    de     pago
                          fin       de         gus        el        FEDCIARIO                    estd        en        poaibiJ.idad                   de        reasignar
                          los       dereehos                  de        Fideicomisarlo                       de        acuerdo                   lo    previsto               en

                          aste            punte                    Salvo             acuerdo                 expreso                   entre           las             partes

                          interesadas                          en        caso            de       gus        per        cualguier                     causa            no     se

                          ejerza           la       opcin                dentro            del        primer           aio        calendario                    sigi.ente
                          al     del            fallecimiento                            de       duardo                Longoria                  Kowaleld                    la

                                                     textdrÆ             porno                                           el        FIDUCIARZO                    asignar
   ENDOZ                  opcin
                          defixiitivamente
                                           se

                                                                              Aleandra
                                                                                                ejercida
                                                                                                       Michelle               Longoria                 HernÆndez
   Tarn
                                   Iongoria   Zygmoxlt   el porthentaje                                                           de        participacin                      de
                          sophia
   ___
                          los   derechos    de   Fideicornisario    de                                                            confoinidad                     con         lo

                          establecido                    en        el    punto            1-uno         de       esta        misma clÆusula


                OBLACIONES                           CAIWO               DE        LOS     FXDEICOISARIOS                          EN        8ZGU2DO              LtYQAK
                olamente                  en        el        case            de     qiie         los        FIEICOMISARXOS                                       SEDO
                LUQAR           Eduardo                        ernardo                   Longoria                 Hernndez                   no        ejerzazi              la

                                de             recibir                  el         25%           veinticirico                     porciento                      cia        las
                opci6n
               ACCIOES               de  Alejandra                             Michelle                 Longozia                  Herng.ndez                       Sophia

                Longoria             Zygmoxit   lo                       cual            debern              hacaii          del        conocimiento                        del

                FXDUCXAgIO                      los           FIDEICOMISARIOS                                          $EVNDO                LTJGAR              deberÆri

               entregar              directaiuente                                  sin         intervencin                       del        FXDCIAEIO                       la

               cantidad              de         US$100000.00                             cien           mu         d6lare                   de        los        Estados

               nido            de     Axnrica                            Sophia               tiongoria            Zygmont                       ef sate          de        que
               data       realice               sus           estudios               universitarios                           Diaha              cantidad               ser
                                                su                                 Colette                                                                      ella         la
               entregada                                      macire                                    Zygmont                   para           qua
               administre                 en    beneficio                     de     Sophia           Longoria               Zygmont


               El     FIDUCIARIO                     podrÆ               con        la          autorizacin                       expresa              del        Cornitd

               Tdcnico                    con        cargo               al        patrimonio                 lquido               del           FideicomisO

               hasta        donde          el        mismo              alcance                       una        vez                   le    sea       notificado
                                                                                                                         que
                     no     ejercicio                    de        la     opcidn                per     parts           de        los       FIDEICOMISARXOS

               EZ     SEGU1D0             LUGAR                    bien             en        caso      de        gus        La        opc6n           as        tuviera

               por     no       ejercida                  per            ha.bar           tranecurrido                       el        plaza           para   ello
                                    3.a        cantidad                  antes            indicada                 en        Ia        forma              tdrminos
               exitregar
               eatablecidos                    en    el        pdrrafo               anterior                    sin    responsabilidad alguna
               per    el     destino                real           gus        as     is         llegue             dar      dicha cantidad   Zi

               FIDUCIARXO             no        asunie             responsabilidad                          a.guna                      la       imposibi.idad
                                                                                                                             per
               de    cumplir              con       este           fin         en    ran                     no        oxistir fondes                           lN.quidos

               para       cubrir               la    cantidad                        bien              en        caso        de        gus        detos           fuan
               insuficientes                        en    cuyo           case        podrA            hacer        pago           parcal




                                                                                          .13




CONFIDENTIAL                                                                                                                                                                SLONGORIA 000184




                                                                                                                                                                                               01202
                                                                                                                                                   Ffdelcomiso             No     94-2

                     JLJ
                     AHRMtE
                    oCTAV              ADMINISTRACI6N                              DE     LAS        EMPESAS                       Las        ACCIONES              quo     ornan
                                  del            patrimouio                        del                                  ideicomiso
                    parte                                                                      presente                                                  correeponden
                                        quo          se        encuentran                    operando              diversos               negocio               mercanties
                      ininobiliarios                       do        diversa              Indole                                  directamente                       trav
                                                                                                    ye sea
                    empresas            8Ubsidiarias                               La     adminiatraoidn                          de     dichos              negocios                  la
                    echa          la            ha         ilovado                      Shelby            Luis           Lorigoria                  icowaleki                   quien
                 coritinuarÆ                      hacidndclo                            durante                 Ia           vigencia                    del          prosente
                 Fideicomiso                              en        los        tØrxninos                   condicicziee                             las       asainbleae               do
                                                                                                                                         quo
                accionistas                      lo        acuerde                      Eu     eBte            senido                   Shelby           Iuis         Longoria

    TMEN1OZ.ICowalski                  ewigira                 como           Adininiatrador                    nico                   Presidente              del        ConSeo
                do     las       PRESAS                         sue           eubsidiarias
     Tim

                En     caso           do        fallecimiento                                incapacidad                     do                                 do        los     dos
                                                                                                                                       cuaJ.quera
                FIDZICOMISARIOS                            EN        PRIMEE              LUGJ              Eduardo                       Shelby          IuiS         Longoria
                Kowaleki                   la        adniinistracin                            de        lee      EMPRESAS                         ens        subsidiarias

                pasarÆ                 maos               do        un        ConitØ           Ejecutivo               en         tØrminos              do     la    cJ.Æusula
                siguiente                   el       cual           entrarÆ en                  funcionee               temporalmente                         hasta                Se
                                                                                                                                                                           que
                determine                  la         administraci6n                           definitive                     de         lea        EMPRESAS                     sue
                subsidiaries                                   en        en         caso            la      eeparaci6n                    do        los        socios              en
                trniinoa           do        las          clueuias                  Novena                 Ddcima


                En    el        evexito              de        failecimiento                             incapacidad                     do    Eduardo                     Shelby
                Luis       Longoria                  Kowaiski                   ci       ComitØ            TØCUiCO                instruirl              lo     conducento
                     fin     do        liamar                  inmediatamente                              tine        asa.rnblea             do        accionistas               de
               las      EMPRESAS                           sue           aubsidiaria                                    acciones                   son        materia            del
                                                                                                         cuyaa
               presente            Fideicomiso                                 efecto           do       lievar                   eabo        la    integraai6z                  del
               Comitd           Ejecutivo                           quo        so       ref lore           la      cliusula               siguiente                        en     en
               caso        de      ael           considerarlo                           necesario                  so         lee         otorgue             poderes             do
               administraci6n                        sufic1ente                         lievar             cabo         su        funciEn


               El     failecimiento                            do        Eduardo                                       Luis                                   Kowaleki            se
                                                                                                    Shelby                             Longoria
               acreditard               mediante                              acta        do        defuncin                 correspondiente                         En         caso
               do     incapacidad                         sta            serd       deteniinada                 po           el        ComitÆ           Tcnico            con     eJ
               voto        unnime                do        ens           niembros                   tomando             como           base         la       opinin              por
               escrito           de        3-tree              medicos                  particulares                               ael        lo    determine                    Los
                                                                                                                       quo
               3-tree           medicos                   antes               menci.onados                 sordn             elegidos                          ci
                                                                                                                                                    por                   propio
               Conite        Tdcnico                 sin            ixitervencin                    ni     responsabilidad                                                        el
                                                                                                                                                    alg-una          para
               FIDUCIARIO                       quien               solo            tendr                la       obligacidn                       do         recibir             la
               comunicacin                      escrita                  por        parte           do         ComitØ              TØcnico              en     la     quo         se

               determine               la        incapacidad                         Cuando           el       FZDUCIARXO                 obre           do     Æcuerdo
               las         instrucciones                                 del             ComitØ                TØcnico                   no         incurrirØ                    en

               responsahilidad                            alguna              do        conformidad                    con                establecido                            el
               artIciiio          80       do     la       boy           do    Instituciones                      do    Credito
                                                                                                                                                                            \1




CONFIDENTIAL                                                                                                                                                                     SLONGORIA 000185




                                                                                                                                                                                                    01203
                                                                                                                           Fldelcomlso             No     194-2




    AF1RME
               NOVZNA
               EYEcuIYQ.-
               Shelby      Zuis
                                __RA    En

                                        Longoria
                                                  oaso       de    fdlleoimiento

                                                                iCowaleki             la
                                                                                                                 Ta.1thp

                                                                                                         incapacidad.de
                                                                                             administaci6n                     de
                                                                                                                                    UE


                                                                                                                                     las
                                                                                                                                              UN
                                                                                                                                                 Eduardo
                                                                                                                                                        C0M
                                                                                                                                                  2HPRESAB

               paaarÆ           manos         cle     Un    Coinit        Ejeoutivo            de        acuerdo               10    siguiente


                          El     ComitØ             Ejecutiro            eatard            integrado                       asia       6           mierttbros
                                                                                                                por
                          con      U5             respectivos              auplentes                     Cada        mIonthro            del         CORIIt

                          Ejecutivo                 serd        zeaponaabls             de     una        de     la xsaa                  .cle     xiegocio

                          del      grupo              de        EMPRESZtL             En      sate         acto           el                      ZENTE
                          designa                 los      aiguientea            miembros            del        Comit Ejcutvo

                                       ritular                                    uplexitea                                Area      de       Negocio
                           Eduardo            Longoria                     Eduardo     Longoria                           Direccin               eueral
                                   Kowal ski                                      Herndndez
                      Shelby           Luis         Loagoria             Enriueta              Chapa        de         Direcci6n                 General
                                   Kbwalski                                           Longoria
                           Rafael            de      Je5is               Marta               Morttelonge                       Inmobiiiario

                           Carbajal_Galindo
                          SaJ      Garza Molina                           NØstor               S.nchez                         Automotrz
                     Edilic            Luis         Madrigal                Marco           ..ntonio                            Industrial

                                       Cepeda                                Torres           Garza

                          Ral Jess                  Rasnhrez               Hugo              JimØuz                         Restaurantes
                                        Vola                                          V.zquez


                     Se     deaigna               aomo       Presidents               del      Comit            Ejasutivo                en       caso     de
                     fallecimiento                          incapacidad                de     Eduardo            Longoria            owalski
                     Shelby            Luis          Longoria            Kowaiski              En        caso        de     fallesimiento

                     incapacidad                    de     Shelby         Luis        Longoria             Kowaleki                 fungirÆ              como
                     Presidents               del         ComitØ Ejecutivo                   Eduardo            Longoria            KowaLski


                     En         caso         de           renimcia           incapacidad                              fallesimiento                      del

                     presidente                designado             en     los         tØrminos               del     pdrrafo                anterior
                     fungir            como         presidents            su respective                   suplente


               ii     El       Presidente                 del     Comit      Ejecutivo               tendrd           roto      de       calidad           en

                      cao        desinpate


               iii    El       ConitØ          Ejecutivo             as    enoargard                1e     las       operaciones                   de    las

                      EMRESAS                        aus         subidiarias                    deberd               rendir          cuentas               al

                      Comjt Tcnico                         del    pres9ite            Fideicomiao


               iv    HL          Comt                    Ejecutivo           s6lo             podr              celebrar                 actos
                     adniniatracin                         sin     que     pueda            disponer            de    bienea              activos




                                                                                 15




CONFIDENTIAL
                                                                                                                                                        SLONGORIA 000186




                                                                                                                                                                           01204
                                                                                                                               FIdeIconilSO        No    194.2




   \AL                                                                                                                                  monos                 Ge
                       deredhos            de        las        EHPRESAS                GUS       susidiaria                                          qiie


                       10    indique            el     Comit6          TØcnico

   1c                                                                           deber                  continuar                las       operaciones
                       El       ComitØ               Ejecutivo
                                                                                                                                                     Ge
                       normales            do        las        EUR8AG                  sus            aubsjdjarias                 tal       coma

                                                                                                                                  en    todo       momento
                       venianopezafldo                      con       axiterioridad                     procurando
                                                                                                                                                 con         las
                       no     poner            en      riego                     las         mismas                      cuxnpliendo

                                                      l.egales             aplicablea                       cada        unade          cl4\
                       disposiciofles

                                                                                                                                 efecto         do      tomar
               vi     El     Comt             EjecUtiva               so        reunirÆ           cada           lunes
   4ENDOZA                                                                                                    cada        asu.nto        par       tratar
                      decisiones                en     corijunto                respecto
                                                                                                                                                  ci
                      Cads      miembro resporisable                             do     un area               do     negocio         preseritaxa
                                                                                                                                    el   cual   sara
                                 do        trabajo                     seguir               por         l.a        semana1
                      plan
                                                                                   do         los                                         del         Coinit
                                              par          el      resto                                      integrantes
                      aprobado
                                                                                                                                 minuta                  serd
                                                Do     cada        reuni6n             so     levantard                  una                    quo
                      Ejecutivo
                                                                                                                                          del         Comit6
                      firniada           por           los         asitentes                                  cada        junta

                                                podrdn                asistir               los             FXDEICOISARXOS
                      EjeCutivo
                                                                                 texidrn               derecho                                  mao     no
                      representantes                            guienos                                                        opinar
                      votar

                                                                                                            inf.crme          monsual         al     CornitØ
                                                                      presentar                  un
               vii    El    ComitØ            Ejecutivo
                                                                                                                               EMRESAS                       sus
                      TØcnico             do          laa          operaciones                         de        las
                                                                                                                   do     cada         junta           Dicho
                      aubsidiarias                     anexando                 las         minutas
                                                                                                                                             tal     of ecto
                      informe         so       preaeritarÆ en                    una        junta           anvoaada             para
                                                                                                                         do    cada      mes             cada
                      deritro       do        los     primeros              15     quince-                    dias
                                                                                       los             YIDZICOMXSARIOS                                       auG
                      junta           podran                    asitir
                                                                                 tendrØn               derecho                 opinar           mÆs      no
                      representantes                            quienos
                      votar


                                                                                ref iere               el                       anterior             deberd
               viii   El     informe                       quo        se                                         punto

                                         cuando             menos          Un    desglo8e               de         los    3ngresos                 egresos
                      contener
                                                                                                                                                   balance
                      do     cada        uria         de        las     PRE8AS                          sus          subsidiarias
                                         estado             de    pdrdidas                   ganancias                    eatado        de      origen
                      general1
                                              do      recursos                   flujo       de efectivo
                      ap.icacin

                                                                                                                                       externos         para
               ix     El    ComitØ         Ejecutivo               podra          apoyarse                  en     aseSores

                      l.a    toma        do        decisionas                    Igualmente                      dichos          aseSores            podrdn
                                                                                                                                  ComitØ             estime
                      asistir                        las         juntas               que          el            propio

                      convexiientes


                                                                                 libremente                      remover               los      mjembrt5e
                      El    ComitØ            TØcnico             podr
                                                                       en       caso        de         considerarlo                necesaric
                      del    Comitd             EjecutiVo
                                                      estabiecido                      en        l.a        clÆusuia             DØcima         Tercer
                      los     tØrminos




CONFIDENTIAL                                                                                                                                                 SLONGORIA 000187




                                                                                                                                                                                01205
                                                                                                                                         Fidelcomiso           No        194-2



    AF1RME            _____
                                   Ig-ualmente                 en        case       do    cOnsiderarj.osneceaarjo                               podrÆ designar
                                 un      auditor               exterrio            quo        audito              las       MPRZSAS

                  Queda         expresamente                        establecido                       corisentido                       las
                                                                                                                              per               partes             que        en
                  este         contrato                  gue            intervieneri                   qua                  IDt7CIARIO                adquiere                la
                  titularidad                  do        las       ACCIOEg               obeto          del       presente              Fideicomiso                     solo
                 estar             obligada                       otorgar           los       poderes          quo          resu.ten         necesarios                 para
                         ejercicio                 do        los        darechos              inherantes                     las                              favor           do
                                                                                                                                    miamas
                 la           las                                             al    afecto            deterjne
                                        personas                   que                                                              ComitÆ         Tcnico                aol
                 como       aunipllr                con           las         instrucciorxea
    MENDOZA                                                                                                qua  en   su ciaso                      le       dicte
                 ComitØ          TØinico                en     este           sentido           per      10 quo    la partes                       expreaainente
                      sin      reser-va             alguna                dede           eate       nomento              roleva.n               FXDUCZARIO                do
                 cualcruier                responsa.blidad                                    thligaa6n                 de                                     si        ice
                                                                                                                                  ejerciar         por
                 derechos               corporativos                      inherentes                     las        ACCIONES              aol         como         do     .a
                 forma             sentido                        tØrminos               en     que                 apoderado             que         so      designe
                represento                     vote            las        ACCIONES              en     asaxnbiea                  aol    como         sri     el     ciaso
                do  quo  los                 tØrrninos                    condicionee                 quo               FIXEICOMITENTE                  eta.blece
                en    esta         c.Æusula                  aol        eomo        en    la     cAuaizla              ctava            anterior               dØc.ima
                do    este         Fideicomiso                     no     se       llevaran              cabo          total            parcialniexite


                Los      lineamlentos                     eatabieoidos                    en     la     clÆusu.a.octava                      asi      conic     en       la
                presente              clÆusula                    so         realizan                                         ICOMXENTE
                                                                                                 por                                                    para            ser
                observados               exo.usivamente                            por    los         integrantes                 del    Comitd             TØcnicio
                sin      intex-verxcin                            reaponsabilidad                             obligacidu                 aigima             para
                FxrrncIARro                   en         la       inteligencia                   do      qua                 acuerdo            quo         agul         Se
               etablece                 debezØ               ser         observado              tanth6n                en     ou                                        los
                                                                                                                                     uiomento               per
               FIDEICOMI$ARZOS



                                 spc6x                         DE        LOS        SOCIOS              Al        faliecar                encontrarae                    en
               estado         de        incapacidad                                              de
                                                                        cualquiera                      los        FIDEICOMISARI0$                    EN      PIMEP
               IjtTQAR      el        Fl       ICOWRIO                        EN    PRIMER            LUGAR        quo       sobreviva                juntaznente
               con      los        FIDEICOMISARI0S                            EN     BEGUDo             LUGAR                  sus       representantes
               tendrn           la      opcin                de        contirxuar             con      la     sociedad                    las      EMLRESAS
                                                                                                                                   en
               separarge            cono           socios                quodÆndose              cada        uno       de     ellos       con      diferentes
               EMRESAS             en        base                 su      valor          calculado                do     acuerdo                la      clÆusula
               DØcima          Prmniera              sig-uiente                     El        acuerdo          de        separaciOn              so         ilevari
               conforme                 lo    siguiente


                Ii        Para          efectos               do        la     separacin               so     considerari               dos                         uno
                                                                                                                                                grupos
                          per cada                 familia               de    los FIDEICONZSARIOS                           EN    PRIMER        LJUThR


                ii        En       caso        de        fallecmmiento                    de     Shelby           Luis       Longoria           Kowaloki
                          toda          vez        quo        los        FIDEICOMISARIOS                     EN     SEGUNDO          LGAR          designado




CONFIDENTIAL                                                                                                                                                        SLONGORIA 000188




                                                                                                                                                                                       01206
                                                                                                                                            FldeIcomISO            No        194-2




                                                                                                                                                                        en      la
                            en      SU          lugar                esposa                            hijos                no         participan
                                                                              los                                                           ni                      de          la
                            admiflistracfl                          de                negocios                   opezando                           gozan
                                                                                                                           efectos               de   1a       presents
                            experiencia                   para            nianejarlos                       para
                                                                                                                                  LUGM            de     Shelby              Luis
                            clusula             los        IDEIC0MISARIO$                              EN       sEGrmmo

                                                    iowalaki                  tendrÆn                referencia                       sobre            los     negocios
                            Longoria
                            nmobiliarios                   en        el        proseso               d.e    separaci6n


                                                                     buscarÆ                              la    sepaaci6n                   de     lea        scios             se
                 iii        En   todo          caso        se                              gue
                                                                                                                       cuanta               al     valor            de        las
                            lieve        con         jueticia                         equidad                   en
                                                               valor                                                              sara            determinadc                  de
                            EPRESAS                  El                          de        las             empresas
   ZMENBOZA
         o.97               acuerdo           al proceso                      iridicado              en     la       clAusula              aigi.1iente



                                                                                                                                              zealizan                         el
                Los     liziesmientos                establecidos                         en        esta        olausula               se                           por
                                                                                                                      exclusivannte                                           los
                FIDEXCOMITENT                       para             ocr             observados                                                               por
                integranteo           del           ComitØ     TØcnco   sin  ntervenoin     responsabilidad
                                                                                   la inteligencia     de qu.e
                     obligaci6zi          alguna           para  el XDUCIAXIO   en
                                                                         eta1lece                   del3erÆ           aer observado                      tainbiØn              en
                ci    acuerdo       que        aqul            se
   ___
                su    ruomento       por        los 1IEIaO2IBA1IOS




                                                     V1LUACI6                        DE                     EMPESAS-                       Para          efectos               de
                DCIMA        LEIEER.A                                                          riAs


                determinar          ci         valor            de            las     EPRESA                           otis        subsidiarias                          estas

                                                                                                                                                                        en     la
                serin       valuadas            por                      dos              peritos               valtadores                   expertos

                                                                                externos                   de    ias             partes            que                  efecto
                materia          indepexidientes
                                                                ComitØ               TØcnico                   IOs                           valuaran                        cada
                determine             elija           ci                                                               peritos
                                                                                                                                       mismo             igØtodo               de
                EMPRSA                otis           subsidiarias                              utilizando                    el

                valuaain            En        caso        de        existir               uzia       dierencia                   menor            del    10%            dies
                                                                                               los         peritos               se        tomara        como            valor
                en    los    vaioxes           presentados                      per
                                                          de         las         dos           yaluaciones                        En        case         de        exiatir
                real        ci   promedio
                dieerenoias              de         mao         del            10%         diez                porciento                     en        lo          valoras

                                                     los                                        Sc         deaigrzara                  un         tercer            perito
                presentados              per                        peritos
                                                                                          tercer               avaldo             ne        los        tres        avalos
                valuador         quien          praczticarÆ                     tin

                                                tomarÆ como                          valor                                            de     los        dos        avalilos
                practioados              se                                                                    prozuedio

                mao cercanos


                El     resultado               de         la         valuaci6n                       efeotuada                    ser             riotificado                  al

                FIDUCIARIO               travds           del        ComibØ               TØcnico


                                                                DE        INVERSION                        Los       recursos               en     numerario                  que
                DECIMA SEGUNDA                  FORMA
                                                                         de     eats            fideicomiso                   se       invertirn                    per
                integren              patrimonio
                                                                               instrucciones                                               escrito            le    remita
                FIDUCIARIO          conforms                    las                                                  que      per
                                                                                $1        ntezidido                                    falta                       do         ias
                       ComitØ         TØcnico                       en                                                     que

                instrucciones                   correspondientes                                                              DUCIARlO                    inverti
                                                custodiarÆ                       en        forma                discrecional                      el
                adrninistrarÆ                                                                                                                             patrimoro




                                                                                               is




CON FIDENTIAL                                                                                                                                                                 SLONGORIA 000189




                                                                                                                                                                                                 01207
                           8ANcA                                                                                                                    Hdeicomjso           No            942
         AJRNFE
                          fideicomjtjdo                  en         oualguiera                de       los
                                                                                                                insumentog                           Itu1os              valore
                                                       g.ze              C0fltinuac6n                  se


                                 Instruinentos                   de       deuda             instx-uje05                    del       mercado           de
                                 Sociedades                 de                                                                                                  di.nero
                                                                    Invarsj6n               en        instru1flent                  de
                                 En                                                                                                       deuda
                                       cualciujer                otro     instruniento                        t.tuJ.o
                                 la                                                                                                 docuxnento                que       durante
                                       vigenaja               do      esto   cozitrato
                                                                                                             Posterior                    la        firma       del
                                 aparezc                en          el      mercado                                                                                      mismo
                                                                                                 con        las      caractertjcas                           mencionadas
                                 aflterjornaute


                     Lon          strwiteno                      tiIu1                   Valoree                   docunientos                 en
                     in     inveraj6rj                podn                                                                                           quo        se    rea1ic
                                                                         estar
                                                                        nsoritos                                     no    en        el
                     do      Va1ot                            Intenodjarjas
                                                                                                                                               Registro              Nacional
                                                                               no                                   debjondo
                     comerjai               sin                                                                                                adqi.iirjrse              papel
                                                      avai         baucarjo

                    El                ICOMITNrE                  libera            do       toda           respanaajjjj                         en     onto          acto
                                              par                                                                                                                                  al
                    FIDUCZARo                             cualquier                   menoncabo                quo        pudiaren                  derivar             do
                    m.inunvafla                                                                                                                                                   in
                                                  ousensjon                   do       la     cotjza6n                do       ion        valore1
                    documenton               adqu             ido                                                                                               tituio
                                                                            al                         del
                    celebracjn
                                                                                      asnpa.ro
                                                                                                                   Oorato                 do        invruj6x                 cuya
                                                  so           realice
                    fi.deicomjtjdo                                       en
                                                                                        para           in          iverj                        dcl         patrinionjo
                                                              quo                nu     anna          gonere         daiio                 perjujcjos
                    sean    consecuenaja                                                                                                                                      quo
                                                                      do         in         Buspenj                       do
                .ncumpUm3nto                           del          lo             ernisor             en            aa         como
                                                                                                                                     pagan                 qiiebra

                oporacjn                                                                                                                       par      el       tipo             do
                                            realizada                    cono.r                  al         Ooxltrato
                                       do
                                                                                                                                    de         inversn                            su
                                        Invernj6n                             cualenqujera
                tipo        do                                                                                quo Øsa                    sea         aol        corno        del
                                  valores   tituio                                 document05                 aaignad
               Asirnjgmo
                                                  IIC0ZIE                                no           se      reserva               accj6
               presente                     utuo              quo        ejercjtar                                                                        derecho
               InStitucj6                   do        Banca              MClitiple
                                                                                                 en

                                                                                                 Afirnie
                                                                                                            contra        de        Banca           Afirme            SA
               celabxacj6n                                                                                       Grupo              Financiero                   par          in
                                            del       referjdo                contrato            do        inversjn

               El     ICIA                       no      ser             responsj9                     de     los     menoscaIos
               de                                                                                                                                    cuando          actde
                      coneorjdad                      Oon        lo        quo        eatablece               el     artlclo                   391     de        in
               General           de    Tltuj.os                                                                                                                          Ley
                                                                 Operacjonen                  do       Crclito



                             T2nCJs                                                           De       confoznjdad
           do         in                                                                                                            con        el     articulo               80
                                 Ley         do         InstitUcjoen                             de         Credit0                 el         IDEZC0M.ENTE
           coflstituy5                   un            Camitd
           Lan                    zion           gue          procedan
                                                                           .Tdcnjco

                                                                                                  ion
                                                                                                              dan

                                                                                                              cason
                                                                                                                               al         rIDCIo
                                                                                                                                provistos                  en
           Iidejaomjso                                                                                                                                                ste




CONFIDENTIAL                                                                                                                                                                  SLONGORIA 000190




                                                                                                                                                                                                 01208
                        RANCA                                                                                                         Fldelcomlso          No     194-2


                        AFIRM
                    El            comitØ         Tcxiico              estarÆ           ifltegxado
                    propietarog                                                                                per         -res-                       iniembros
                                                  con     sue         respectiveg              Suplentes               quienee            son     designados
                    en        este      acto     por elFZDExcoMxrrrE                            de        is    sigiiiente             Inaura

                                                                      arLoe
                                         uie      Lonoria              Trr
                                                                                                                            Lz




    iZ   lENDozA

                             En    is    toina    de     sue         decisiones           de     acuerd                    las        faculadee
                          se       refiere         la                                                                                                            qua
                                                          presente                                    el
                                                                                 olÆusula                       ComitØ           Thcnjco         deberi
                          todo                                                                                                                                    en
                                         memento              respetar                    curaplir   ice                         derechos             de         los
                                                              en      tdznd.noe         del  presenta                  Fidejoomiso                    asimisxno
                         debar            obserirar           eti    .o  qua      le     corresponds                   lo    establecido                en      las
                         c.iueulas               octava             novena          dØciina          de        este        Fidejconjso                so
                         de       ncurrjr         en                                                                                                         pena
                                                         responsabilidad                   persona

                         La       deaignacj6n            de         miembroe        del        cpmit           TØcnico                    an     eate
                         rea.jza                                                                                                 qua                         acto
                                                 FIbZICOMflENeE                   se    egactua            con        base        en    lo
                         en       todo                                                                                                          Giguiervte
                                           morne1to                   Conijtd       Thnico            debari               estar
                        dos                                                                                                             integrado            per
                                          xuienthros                nus      respective3             sup1efeg
                        FIDEXC0i4ZSARIQ                                                                                      correspojente
                                                         EN         PRIMER       UGAJ          Shelby           Luis        Longoria
                        deslgndose                 en                                                                                           ICowaiski
                                                          coneacuencia                Shelby Luis Longorja                                 Kowaiski
                        su     respectivo           suplente                     Enriqueta Chaps Farlas de                                Longoria
                        su        reepectivo             supiente                Asimiarno                       Comitd               Thcnico         deber
                        estar        integrado            por         Un            inienibro                  su     respectivo
                        corraspondiente                                                                                                    suplenta
                                                                      FIEicoMIguIo                                                    Lusi   Eduardo
                    Longorla               Kowalskj                   designÆndoe                en            coneecuencia
                    Lorigoria                                                                                                                     Eduardo
                                          rcowalskj                   su    respective           auplanta

                    En        auserioja           defjnjtjva                     inoapacjdad               del         FIXDMICOMXTENTE                     ice
                    FIDEICOMISARZOS                      EN     PRIMER           LUGAR               en    su       caco         sue      respect3.vos
                    FIDEIOMISARIOB                       EN         SZGUflO       LUGAP          podrÆn designar
                   cambiar                                                                                                                   revocar
                                           lee     miembros                del    Ccmit          Tcnjco                          .e
                   de                                                                                                 gus               corresponda
                              acuerdo                   purito            anterior             medjante               oojnuxljcado
                   escrito                                                                                                                      qua        por
                                         dirijan                    FXDucro               en     is       qua         se
                   nontbre                                                                                                   haga         consear            el
                                         firxns     de        los      iutagrantea              del       ComitØ
                   la                                                                                                      Ucnico               ael    Como
                          aceptacj6n              del     cargo            gue Se      lee      confjera

                   El     Comit           Tdcnico         sesionar                VÆlidaxflote                        reunirse
                   de                                                                                                                     la    mayoria
                          sun        miembros           propietarjos                    sue     reepeotjvoa                  suplentea
                   deciejones              ne     tomar                    srÆ.n    vdjdas            inicamente                                           de
                   Votes                                                                                                         por     mayor5




         lit




CONFIDENTIAL                                                                                                                                                    SLONGORIA   000191




                                                                                                                                                                                     01209
                                                                                                                                             Ffdelcomlso                  No         942
                    BANCA
                    AFIRME
                          El      nombrainiaxito                    de         los         mlenthros                 del         Conit             Tcnico                      as         de
                          carÆcter            honorUioo                       por         lo       qua        no         tendr              deracho                      parcibir
                          retrthuci6n                  alguna           por         en    desempeo

                          En     caso       do         ausencia                incapacidad                         nuerte               renuxioia                   do     alguno
                          do    los     mieinbroa             del        ComibØ             Tonico                  Øste         serÆ sustituido                           par           l.a

                         persona             quo         designe               el         IDEICOMIgAxzo                           EN        PRXMER             LGAR                 gue
                         corresponda


                         El     Comit Tcnico                       deberÆ             reunirse                 cada        vaz        quo     so        requiera                     do
                         dichas         reuniones                  se         deber                levantar                un         acta         en         l.a        que         se
                         cansignen                los         acuerdos                   tomados                   Las          reuniones                    del          CoinitØ
                      Tcnico                debern                 ser         en         l.a       ciudad                de      Reynosa                    Taxnaulipas
                      pudiendo              reunirse               en        otro        lugar           en     Mxico                  en    el     extrsnj era                      si
                      aol        lo acuerdan               por          mayorla

                     Las         convocatorias                                  las        reuniorzes
                                                                   para                                                  del     CoxnitØ           TØonico                podn
                     ear         realizadas                   por            dualquiera                  de         sue         integrantes                         iuediarxte
                     carta            con     acuse           do        recibo                telegrams                                                 resto                   los
                                                                                                                         dirigido                                        cia

                     iuiembros               propietarios                                auplentes                   del         Comit6             TØcnido                     par
                     aorreo            electr6nico                  dahiendo                  confirinar                 el receptor                    BU     reoepci4n
                               cualquier               otra        forma                        acredite                  fehacientemeute                                       los
                                                                                     cue                                                                            qua
                     mienibros              han        sido        notificados                      Con         unaanticipacin                                de      par  lo
                     menos             5-cinoo             dias              naturaea                              l.a         focha          de         l.a         reuni6n
                     convocada    adjuntando                                  l.a        ordan       del           cia         qua      sea         objeto                do        l.a

                     reuni6n   Las  reuriiones                                 del         ComitØ              Tcnico             so        ofectuar.n                    en        l.a

                     feoha            hora               domieilio                  sefialado             en       l.a    propia            corxvocatozia                           En
                    caso         do     que        cualquiera                  de        los       iiienbros               del                                  asista
                                                                                                                                      ComitØ            no
                    l.a        reun6n               por        tal       motivo               no     so                        toxnar                   decii6n
                                                                                                               pueda                         una
                    resecto                   so         llevar                       cabo          una                                convocatoria
                                                                                                                   aegwida                                                     para
                    reuxiirae                    los               tree               dias         hbiles                 siguientes                     en         caso            de
                    iriasistexioja                  so        l1avar                       cabo          ix1a        terder            convocatoria                        para
                    rounirse                       dia        hÆbil            siguiente                      En         cualquiera                de        los          casos
                    axiteriores                   so     requerir              de  l.a mayorIa                            los     miembros               del             Conit
                    Thcuico           para         l.a    tona          do    decisiones


                    En     el     caso        do         encontrarse                     reunidos              la        mayozia            do      los        miembros
                    propiatarios                          sue       respectivos                      auplentes                    dcl        ComitØ                 TØcnico
                    podrÆ         seionar                     sue        acuerdos                  ser.n           vÆlidos              sin        necesidad                    de
                    convocatoria                  algu.na


               10    El        ComitØ         T6cnico              tendn                 la        faaultades                           so                                      en
                                                                                                                                que              establece4\
                    este        Contrato                 ncluive                l.a      do     modificar                       dar     par       terminad                      el




                                                                                           21




CON FIDENTAL                                                                                                                                                                   SLONGORIA 000192




                                                                                                                                                                                                  01210
                     8ANC
   \AFRME               presents      Fideicomiao      facultades                                                             en         sate         acto           el
                                                                     qie
                           FIDEICO4ITENI   le confiere   expreaaente


                    .1.En         cada          reuni6n               del        Comit                Thcnco                                                         un
                                                                                                                         podrÆ             comparecer
                        representante                     del         YXCIARIO                   quien           participarÆ               con        voz     pero
                        sin       vote

                    12.E      FIDUCIARIO                   quadarÆ              libre           de     toda        reaponsabilidad                          cuando
                        actteajustndoae                                   las    inatrucciones                          acuer1os           adoptados           por
                        el Comit TØcnico



                 l3E3         Comib                 TØcnico                  reunr               cuando           lo      considers               neoesario
                        mediante          la         convocatoria                realizada              de       aouerdo                los     puntos
                             a.nteriores


                14.En        caso        de     que        estuviere             en      operaciones                      Comit Ejecutivo                       El
                       ComitØ        Tcnico                se     reuxiirÆ            mensualmente                 dentro           de     los       primeros
                       15     q.iince                    dias        de     cada         mea                       revisar                    dicutir
                                                                                                       para
                       inforine       gue           pmaentax                si     Comt6             Ejecutivo



                ECIMA         CUARTA                POLTICAS                 EcLAS              DE    COMPORTN4IENTO                 PAM EL COMIT
                TCL.TICO            COMT                 Et7ECtJTIVO               Los        integrants                 del       Comit TØcnico
                del     ComitØ           Ejecutivo                deberÆn               actuar         en        odo       memento              totnando        en
                conaideraci6n                  que        amboa           PIDEICOMIsRIoB                     EN       PRXMER            LtIGAP          en      su
               case         sus    respectivos                   IDEXCOMIBARIOS                       EN     SEGUNDO           rjtlGAR          reciban         en
               todo         memento            trato            juato               eitativo                     entre        ellos                             el
                                                                                                                                                ya    que
               objetivo           del     presente                instruinento                  es               cada     quien           tenga       derecho
                                                                                                que
                     sea     titular                de     lo         bienea            fideicomjtjdoa                   en        las     proporcines
               establecidas                    Por        ta     motive            en        case      de    alguna           duda         controversia

                     cualquier           deeisi6n               que       tengan         qile        tomar        se     deber           hacer        tomando
               en     cuenta         siempre               en        primer           lugar          bajo        el      citado           principio            de

               equidad             igualdad


               Dc     igual         manera                cualquier                accin              que        tome      el       Coinit            Tcnico
               deber         aer    sieinpra              en    beneficio               de      los    YZDEICONIa7RIOS


               Los     Comits            mencionado                   podrÆn            apoyarse            en     la    opinin               de expertos
               asasores           para        l.a    bourn      de        dciaiones



               DECIMA        QUINTh                 YRISDXCCIN                        LGISLACIN                   MEXICANA                 El        preo4te
               Fideiccmiio               se          establooe              bajo         l.a         jurisdiccin                   de      los

               Unidos        Mexicanos                   participando                   en      ØJ     ciudadans               mexicanos                       re




CONFIDENTIAL                                                                                                                                                   SLONGORIA 000193




                                                                                                                                                                                  01211
                                                                                                                                    Fldeicomlso      No     194-2

                     BANCA
    \AFRME
         /\


                    biene        ubicados              dentro             del     terrjtojo                nacional             Per     tal    motivo            el
                    presonte       Fideicomiso                         el       IICOMITEN                              los      XDICOISARIOB                     so
                    someten       excusivamente                                  las        leyes         de                                lo               las
                                                                                                                 Mexico              per            que
                    parte        renuiwian                                                        .a
                                                           expresalnente                                 aplicacin              do     cualquier            Ley
                    reglamento              disposicin                           norma           do     otra     jurisdicci6n                diferexite
                    la    mexicana                   que          pudiere                 correapoderje              per              motive          de         su
                    residericia                 paternidad                       ciudadanla                     domicilie               parentesco
                 relacin              comercial                      presente                     futura         por      le        gue    en  case              de
                 iziterpretacin                        doxltroversia                        cualguier                                relacionado            con
                                                                                                                    aspecto
                         presente           Fideicomiso                     so       someten            expresamente                   los     tribnna.les
                de       la ciudad           de      Reynosa               Tanaulipas                   Mexico

                Do       igual         manera                   la      emisin               do        cualquier              Ley       roglamento
                disposiciones                   en     rJuriadiccionea                      fuera        de     la     Rep.blica             Mexicana
                cualqiiier            acto        realizado                 fuera          del        erritorIo           nacional                  sea
                                                                                                                                              ya            por
                el         FIDEXCOMITNTE                               FXDZXCOZ4XSAEI0B                                   cualquier                 persona
                relacionada                      que           tenga       relacin                con     el     Fjdeicomjsp                       mientbros
                del      Cornit         TØcnico                        Comite         mjecutivo                 que      pretanda                   imponer
                restricciones                   al


                                                               al
                                                       presente              Fidoicomiso                                              realizacj6rde

               prabia
                actos       diveraos                           los        finea                          ou   imponer.a1a
                                                                                                                         estautajzado
                                                                                           control         der                ecem     so     per     parte
               del       FInECoXITENTE                            DZCOMXSAioS                           del     ComitØ         TcUCOJ          ii          quo
               pretenda               imponer                  impuestos                    dereci-jos                   cargas             trflutarias
               diferentea                   las        previstas                en     la        Legislac.6n             Mexicana             iii          que
               pretenda               exprepiar                      limitar                confiacar                  embargar               disponer
               congolar                     do            cualqtzier                 fomna             afectar           el      patrimonlo                del
               Fideicomiso                 en        base                 dipoicionee                     legales              tanto         federales
               estatales                muxiicipales                       fuera       do        la     jurisdiccjn              do     la    Repbliaa
               Mexicana               no        es        ni         ser         aplicab.e                 al       presente            Fideicomiso
               debiendo          en        todo        case          aplicarse              La        urisdjecj6n                    legislacin             de
               la     Replblica              do        las        Bistados            Unidos             Mexicanoc             an      terminos            del
               pÆrrafo anterior



               CIMA        SEXTA            MANIFPSTACI6N                       INITIvA                          LA      VOLUNTD              Tanto         el
               FIDZICOMITNT                     come           los          nEICOMISARI0S                     del                           Fideicomiso
                                                                                                                      presente
              manifistan               qua           el        presente              contrato              es       la        voluntad         final
              definitiva          de        la        partes               per       lo     quo        estÆn     conformea             en    todos        sus
              terthinos          manifestando                    adems           quo        no        existe     error          dab          mala     fe
              cualquier               vicio               do         la         voluntad                quo         pudiere            afectar             su
              entondimiente                     decisi6n                                   al
                                                                       respeato                   contenido            del     miamo




                                                                                      23




CONFIDENTIAL                                                                                                                                                SLONGORIA 000194




                                                                                                                                                                               01212
                                                                                                                                          FIcIecomIso            No       194-2




   \\AFJRME
                    DCIM           SPTMA                   MODIICACIONES                              DEL         IDEICOMISO-                         El       pesente
                    contrato        podrd           darse          por          terminado                   moclificarse                   nicainente               previo
                    acuerdo              instrucci6n                    del        Comit             T6cnico              el       IDt1C1O                     mediante
                    la    ausoripcidn               del       convenjo               correspondiente


                 DECIM7        OCTAVA               CLAUSULA                  DE     NO     AFECTACION-                       Para        todos        los       efectos

                 legales              gue          hubiere              lugar                   en    base              l.a       propia        naturaleza                del

                preeente             Fideicomiso                         ningn                  FXDZXCOMISAEIO                            .bsneficiario                   del

                mierno          tondrÆ               derecho                  alguno             sobre         parte                  l.a        totalidad                del

                patrimonio                del           presente                   Fideicomiso                     liasta            en        tanto           so        haya
        MENDOZstriuido                      eJ       patrimonio                     del         Fideicomiso                   medjante               su     ejecuci6n

            parcia                       total                 favor               del          PXDEICOMTSAR1O                     oorrespondiente                            En
   UcoO97
                ningdn         caso            riingn          FXDEICOMISAEIO                                beneficiario                      del    fidoicomiso

                tendrÆ         el        derecho              do         transferir                    asignar                gravar    hipoteoar
                afectar            sue             derechos                          interesee                aui             contenidos     ya   sean

                presentes                        futuros                  do         igual            manera                 no      serd            el        presente

                Fideicomiso                        ni         los              interoses                               derechos                 do          cua1uier
                FIEICOMISAPXO                           beneficlarie                            aujeto                   reclainos                    demandas                do

                sue       acreedores                     do        lee         acreedores                   del          DEICOMITENTE                       ni       serÆ.n

               sujeto               gravamen                  embargo                 ejecuci6n              do        riingn        proceso              de   Ley

               Tarto           los        ingresos                  gezierados                    como         el         patrixnoriio                 mismo             del

               Fideicomiao                    no     podrn                aer        sujetos                  prerida                embargo               garantia
               tranaferencia                         yenta                     do     oualquier               manra                aer      comprometidos
               afeotados            por        cualquier                  FZDEIcIOXIBARIO                              beneficiario                   xii      aer            el

               patrinonio             iii      cualguier                  ingreso               derivado               del        presente            Fideicomiso
                                            manera                                    afectado                                                contratos
               cxi       cualquier                            eujeto                                     pox actos                    deudas
                     cualguier           otro        acto          do         oualuier                FIZCOMIBAF.IO                      berieficario
               del         FIDZICOMITE1T                                 por          cualquier                   reclaino                de     alirnentos

               mauutencin                 de         cualguier                     FIDEICOMXARXO                               beneficiario                              del

               propo           FIDEICOMITENTE                                        derivado                do          cualquier                   acuerdo              do

               separaci6n                 ni         son            eujeto                        cualquior                   cesi6n                   otro           acto

               voluntario                   involuntario                       do     diaposicin                         afectacin               derivado                 de

               un        proceso         legal              previo                        l.a     distribucidn                      del        patrimonio                 do

               Fideicomiso                mediante                      l.a        ejocuci6n                 do         parcia                        total              del

               Fideicomiso                    favor        del          FIDEXCOMISARI0                      correspondiente


                                                                                     FIDEICOMISARXO                                                                       le
               En     los     casos           do     ue             algxi                                                         beneficianlo                      so

               haya         otorgado                 algn                derecho                 bajo          el         amparo                del         presnte
               Fideiconipo                       mientras               tanto         no        se    haya         ejecutado                                              el
                                                                                                                                           parcialment
           presente                 el         mismo               en          su          favor             el          FIDt7CIA1IO            continrÆ
               conaervando               la        propiedad                  deli    patninionlo                 de     dicho            FXDEICOHX$JU
           beneficiario                                                                                                                                                  ii




                                                                                            24




CONFIDENTIAL                                                                                                                                                              SLONGORIA 000195




                                                                                                                                                                                             01213
                                                                                                                                     Fidelcomiso                No    194-2

                    BANCA
   iAFIRME
                DCIMA         NOVENA            VALIxiEZ             DE     LO9      TOLOS              DE     PROPIEDAD                         El     PIDUCARO
                                    la                               de        los     bienes
                adquiere                  propiedad                                                            derechos                   pie        inegran                el
                patriinonio              fideicomitido                      en    base             los        titulos            representativos                            de
                las      ACCIONEB                gus           en         sets         acto            le      sea          entregados                      per             el

                FIDEICO4ZTENTE                            consecuentemente                         no        ser          responsable                      en    forma

   i\j9         algima        xii        frente                     los     XEC0MISAJOS                             xii     frente                         terceros
                incluyendo            aqiØllos                 en    cuyo         favor           se    liegue                  traxismitir                 parte
                la    totalidad               del        patrimonio               fideicomitido                        per       defectos                       vicios

                del     titulo           de     propiedad                  correspondiente                                       las             impugnaciones
                                                                                                                       por
                qua      $8         hicieran                         los         derechos                                                        los        misinos
                                                                                                         gus           amparen
   ZDOZA       responsabilidad                   cjue      an       todo        case      asulne        el     InEIcoMxTENrE



               VIGSIMA                .17PJJ4IENTO              PAPA               CAO                  VICCI6N                  El         PXDEXCOMXTENT
               as     obliga        al        saneamiento                 para       el        caso      de       evioci6n                en         tdrminos           da

               lay      respeoto                    los        bienes                  derecthes              gus         hubiere                 aportado              al

               patrimonio           de        eats        fideicomiso


               Cuando               WInUCIARIO                 en        cuinplimiexito                     los           nes        da      eats          contrato
               transmita            parts                 la        tobalidad             del      patrimonlo                    fideicoinitido                         el

   __          FIDEICOI4ITENTE                 responderÆ                  al    sansainiento                 para        el     caco             de       evicciOn

               en     tØrminos           de      ley           facultando                 en      eats         atto        al         FIDUCIARIO                 para
               obligarlo        en       dichos           tirniinos              ante        las .perscrias                fIsicas                     morales

               quienes         conforms                     site           contrato               se        lee        trasmita                                        la
                                                                                                                                                 parts
               totalidad        del       patrmozxio                     fideicomitido



           VGSIA                RIMERA                    RESPONSAILDAO                           DEL          FIDUcIARIO                             Cuando           el
           FIDUCIARIO               actde            en
                                                      aumplirniento     las instrucciones                                                            del        Comt
           Tcnico              estarÆ           libre  de toda   respoxisabilidad   en los                                                       trminos               de
           .o         dispuesto                en         el         artIculo                80         ochexita                     de          la        Ley         de

           Institucionea                  de     CrØdito


           El        FIDUCIAWLO           no        es    responsable                   de      hechos                                         observancias
                                                                                                                  actos               xii

                    omisiones        de        las        partea           contratantes                           de      terceras                   .personas
           autoridades                   anteriores                        posteriores                        esta        fecha                xii     de   actos

           jurIdicos                en         los         gus            no       haya            intervenido                       direcstamente

           interpretaciones                          de         autoridades                             canthios                en          torrto                     la

           legislaci6n                   vigente                    gus          dificulten                   contrarlen                             impidan
           sancionen            eJ        ouxnpliminto                      de         sus        funciones                          la        valides               cia1

           presents           Fideicomiso                      siendo                cargo         del        FIDEZCOMXTZNTZ                           todas     tas
           consecuencias                      lega3.es              do      lo       anterior                  no         siendo                 respons4l.e
           asimismo            el        FIDUCIARIO                  del         destine           final            qua         se          le        da




                                                                                     23




CONFIDENTIAL                                                                                                                                                            SLONGORIA 000196




                                                                                                                                                                                           01214
                                                                                                                                     FdeicomSO No                        154-2




                                                                                                                        material              do        los         bienes
                                                   entregue                 ni           la       entrega
                 cantidades            quo
                                                                                                                                                               de         las
                                                                   l.eva                      cabo            en         cujuplimiento
                 fideicomitido5                    quo
                                                                            el     Comit           TcflicO
                 tntruccion                  giradas            por


                                                                                                                               en        ningn            evento
                                              no        responde                 con     eu       pa.trimonio
                       FzDcIARIO
                                                                                                                              relacionada                      con          ci
                                 do                             cualguier                    recjlainaci6n
                 sin excepcin
                                                                                                  de        Autoridades                         do         terceros
               presente  ideicomiao                                proveniente
                                                                                                                                              fidiCOTflitid0
                                ditima             insta-ticia                con       cargo                     patrimoflO
                 aerd     en
                                                                                                              al                               El       FIDUCTZO
               manifestando                las         partes           eli      conformidad                            respecto
                                                                                                                   laa        expresaifleflte                  pactadas
                       tiene          su      cargo          mis        obligaciones                    que
   ZMENDOZAflb                                                                                                     de     las        cuales               no        cpiedan
                                                              en        la        icy         dentro
   oNo.91      en      eSte      contra-to
                                             fiecales                   laboralea                 do    ningi.iria            indole
               incluidas          las


                                                                                                                                         si     los            darechoS
                        FIDUCIARXO                no        eati        obligado                       eercer             per
               El
                                                                              fideicomitidas                            s6lo        estari              obligada
                                             las       ACCTONES
               inhexeritoS
                                                                                                                                                   do      la             las
                                                                         resulten                 necesarios                        favor
               expedir          los     po4eres  ciue
                                                                                                                                                                    asumir
                                         al efecte                      le       ndque                 el    Comit TcnicO                               sin
               personae          quo
                                                                                                              la                          tØrminos                  en    quo
                    sponsabilidad                  aigwia          per           ci    entido                           fozma
                                                                                                  consecuencias                      do       ha-her           eercido
               so      voten     la        ACCIONES                    ni     per       lao
                                                                       IDUCIMIO                    no         rociba            inatruociorios                           para
               el       vote            Cuando               ci

                                                                                        tØrminos                  do     .ete            pdrrafo                quedari
                                  los         poderea              en         los
               otorgar                                                                                                                                                    del
                                                                                                                                    se         derivara
                                  do          cualquier                     rosponeahilidad                             quo
               liberada
                                       del         derecho             do     voto
               inejercieio

                                                                                                   ni        responsabilidad                         do        incidir
               El      FI1DtICLARIO           no       tendri           obligaei6n
                                                                                                                                              decisiones                    do
                                                                                         interrenir                      en      las
               verificar                     en        foxina           alguna
                                                                                                        emisoras                    de        las              ACCXONE$
                                                   do         las             E.MPREBAS
               administracirl

               fideicomitidas

                                                                                                                               cuenbas             al      tenor          del
                           Al    ear       requevida                    el       7XPrICXARIO                rendir
                                                                                                                                do        XntitUiOflO$                      de
                                                                                      cuatrc            do     is       Ley
                           artiaulo               84        ochanta
                           CrØdito



                                                                                                                          FXDEXCOMITENE                                     El
                                                                                                            DEL
               VIGESIMA                SEGtflDA
                                                       en     su       caso        los       FIDEICOMISARIOS                         EN       P2ER              IJUGAR
               FIDEICOMITENTE
                                                                                                                                salvo                      reatituir
                       SE0UW0         LTICAR           so    obligan                   sacar           en    paz
               en
                                                                                                  esta        iitiina           hubiere              erogado              por
                       FIDt1CZARO             las           cantidades                 quo
                                                                                                                                          iniciadas                         ci
                                                                                                  extrajudicialea                                                   per
               cQncepto
                 FIDEICOMITENTE
                                do      acciones

                                                   yb
                                                              judiciales

                                                              per   terceros                      en        contra        do         ci       IDRO                       qUO
                                                                                                                    fuxcionariOS                        con         mot\vo
                                 afectar                       FIDUCXAEXO                               sue
               pudieren
                                           contrato               do    fideiomiso
                 del    presente




                                                                                             26




CONFIDENTIAL                                                                                                                                                               SLONGORIA 000197




                                                                                                                                                                                              01215
                                                                                                                                      FidelcornisO         No         194-2




                    AFIRME
                                                                                                          FIDUCI7tIO                      El         rIDIYCIARIO
                VIBXMA                 TERCERA                  FACULThDES                    DEL
                                                         patrirnonio                   fideicomitido                     con      las         facultadea
                adrninistrarÆ
                                                                                                              391        trescientos                 rioventa
                deberes           qua        etableCefl                 los           artIculos
                                                 relativos             de     la                 General            de     Titulos                  Operaciones
                uno              demÆa                                                  Lay
                                                                                                               demÆs                                 do         l.a    Lay
                do     Crdd4.to                   84      ochenta                     cuatro                                  aLicableG
                cia   Tntitucione                       de Crddito




                                   CtfRT                           ADTRI11O1t1P                                 iI IQQ                                CUO
                lCR                         reciba

                                        requerimientos
                                                                alguna
                                                                                 de
                                                                                      notifioacin

                                                                                           alguna
                                                                                                                      de
                                                                                                               autoridad
                                                                                                                                 cualqjuier
                                                                                                                                                en
                                                                                                                                                           demanda

                                                                                                                                                           general
                judicial
                                        aviso             velacionado                      con                  patrixnonio                del           prasenta
                cualguier
                                                                                  eacrito                     rIDBIICOMITENTE                       en     su         caso
               contrato                lo    notif.car                 por
                                                                                                                                  hbil          de       aqudl          en
                      Comitd           TdcilicO                 niÆs        tardar                  cia       siguiente

                       hubiare              recthido            la notificaciri                         correspondienta
               gue

                                                                                                    Comitd           Tdcnico            deberÆ           instruir
               El     FIDEICONITENTE                            ansu          caso
                                                                                      mÆs                                cia                             hÆbil          de
                        escrito                       FIDtCIARXO                                tardar                           siguierite
               por
                                                                                                notificacin                                se       ref iere            el
                            en    que        hubiere            recibJ-do               l.a                                       qua
               aqudl
                                                                                                                                                                      data
               pÆrrafo           innediato               anterior                de     l.a     presente             c1usula              para           qkie


                                             los                        nacesarios                        la    perstna                 persoxias           quo
               otorgue                                  poderes
                                                                                  el             DZCQMXTENTE                                        el      Cornitd
               efecto            hubiere                desigrxado                                                                      par

               rdcnico                   efeoto            de     que         so        aboqueli              uidado                     cortaervacidt

               deferisa                          del    patrirnonio                        este         contrao
                                 legal                                            cia




                                                        sara                                       de     las       gestiones            del        apoderado
               El     WIDUCXARIO                 rio              responsable
                                                                                                        aostas                   Ge      derivexi           de         los
               ni     del    pago           de        honorarios                 gastos                                  quo

               juicios           roapectivos   los                          cuales            en        todo        caso       sern           con        cargo

                                                                                                                                  su     caso        el     Comitd
               patrimonio           fideicomitido                           El        Fl      ICOHITENTE                   en

               Tcnico                                 inatruir                        FIDCZARZO                 para            qua       con        cargo
                                  podrÆ
                                                                            se                          los      honorarios                   gastos                    en
               patrimoxiio              fideicomitldo                                 paguen
                                                                                  derivada                del       cuidado              conservaci6n
               general           cualesquier                  expensa

               defensa           cia    patrimonio                de        esta        contrato


                                  los                                        pleitos                     cobianzas              qua      Be     expidan               par
               En     todos                  poderes            para
                                                        los     tdrminos                del                              fideicomiso                 so     deber
               el     IDUCIARIO                  en                                                presente
                                                                                                                                       anterior                 de      la
               transcribir                  el         contextido            del           pxrafo              inmediato

               presente           clÆusu.a


                                                                                           FIDUCIARIO                    El     FIDUCIA1IO
               VXGSIM             QtINTA                INFORNE              DEL

               an     forina      mensual                  YZDEICDITENTE                                cii    si    caso               Comitd           Tcnio
                      inforxne                                   las        operaciones                   rea.izadaa              con               patrirno
               un                      respecto
               fidaicomitido




                                                                                           27




CONFIDENTIAL                                                                                                                                                           SLONGORIA   000198




                                                                                                                                                                                            01216
                                                                                                                                         FidelcorniSO            No        194-2




                                                                                                                              TcniCO               gozar              da      un
                                                                            su     aaao            el        Couitd
               El     FIEICOMITENTE                               en

                                                                                                                                                  de     la    fechÆ          do
                                                             dIas           iaturales               contados                      partir
               plazo     de     15       qunCe
                                        del        citado               inorme               para         realizar                 la        obervaCi0ne9
               ecpediciii
                                                                                                                                                               quedando
                                     as             aclaraoiones                         que            juzgue               pertinentea
               solicitnZ
                                                                                                                             XCOITENTE   no                      realica
                                                        on        caso            do         qua        el     PX
               eatablecido               quo
                                                                                                                    dentro                del          plazc          antes
                                                        aolioite                  aclaraciories
               observaciofleS
                                                                                                                        ttcitalnente                     el      infone
                              so         entenderd                     quo         ha         aprobado
               citado
               correspondi0flt


                                                                                                                                                                             El
   .LZMENDOZrIGSIZfA               SEXTA
                                                                                                                conferido                    en        el      presente
                                                         renunciar                     al      oargo
               FDUCXRXO                 podrd
                                                                                                                    de            un      juez           do      prinera
                                               causas                  graves                      juicio
               contrato            per
                                                                                                                                                       establece              el
                                                                                       domicilic                   conorme                lo
                                    del            lugar          do         su
               instancia                                                                                                                                                     do
                                                                                  General               de     Titulos                         Opracicfl0a
                                   391         de        la         Lay
               articulo
               Crdito

                                                                                                                                                   ustituir                   al
                                                                         en                    ualqizier                      tiempe
               Eli                                             podrd
                                                                   aviso                       Østa           con        yeiute            dias           bbiles             do
                                                               un
               IUCIARIO                  pasando
                                                                                                                                                          cabo        dicba
                                                             fecha           en                    so    pretenda                  lievar
               anticipaoin                         La                                  quo
                                                                                                                                   conducente                  par            La
               5utituci6fl                          eecto                   do     qua             prepare
                                                                                                   sustituci6ri                    del    XLUCXAXtIO                  podrd
                                              do        La     misxna             Dicha
               formalizaciri
                                                                                       otras              institicionoe                           nacionalea
                                         con             otra
               realizarse
                                                                                              in                                  legal      par            desetflpeflar
                                          siempre                 quo        tengall                    capaidad
               extranjeras                                                                                                                                  fiduciarLa
                                                                                 procederd                         La        austitucidfl
               el     cargo          1i        rIIUCIARIO
                                                                                                                                         honoraries               quo         do
                                                     su        satisfacc6n                     do       Los        gastos
               previo              page
                                              esto           coTitrato            tenga            derecho                   percibir
               eonforuidad



                                                                                                                                    estard             facultada              en
                                                                                         El             FIDUCIARIO
               VXGSIRA          5PTIMA                   NPtJESTQS
                                                                                                                                         fideicoutitido                     los
                                                                            cargar             al        patrirnonio
               cualquier             tiempo                  para
                                                                                                                                                               media          do
                                                                                                             quo        so        realicen             por
                                   quo        graven              Las        operaciones
               impuestos                                                                                                                                                      el
                                                                                                                                                   en         riesg
                         fideicomiso                         do        tal        forma             quo       no         se        ponga
               este
                                          do       las        obligaciofles                    fiscales                 correspondientes
               cumplimiento

                                                                                                                             fines        de        este        contrato
                                                                  en        cumplimiento                       los
               Eara           case            do     quo
                                                                                                                                  do      las          ACCXONES             quo
                                         La        transmisi6ii                    total                  parcial
               so     roalice
                                                                                                                                                       estarÆ                 La
                                                                             do         este            fideicomiso                       so
               integran            01         patrimcnio
                                              la     legialacin                        fiscal           aplicabie
               dispuesto           par
               VIG5XMA          OCTAV                          IQ                                                                                 lios      gastos          cue

                                                                  do lea                                     fines           do        ete        contratO             sedn
               so     originen           en      cumplimiento
                                                             fideicoTnitidO                                         EL              1dIJ1IO                 crnrgard         \al
               con      ctrgo        al        patrimonia
                                                                                         honorarias                     de        tercercis              quo      hubi4ke
                                        Udeiconhitido                            lea
               patrinionio
                                                                                                                   el                             contrato
                                        conforme                       La    quo        establece                        presente
                contratado




CONFIDENTIAL                                                                                                                                                                 SLONGORIA 000199




                                                                                                                                                                                                01217
                                                                                                                                                                        No
                      ANCA
                                                                                                                                               Fldelcomiso                     194-2




            AflRM
                      Sean       r2ecesarios                    para           ci         cuidado                conservaci6n                                 deferisa          del

                     patrimonio               fideicomitido



                     VIGSIMA               NOVENA               DtTRACIN                 DEL        PTDEICOMXSQ-                        La     duraci6n                 de     este

                     fideicemiso                    ser         la       necesaria                  para       la     realizaci6n                   de        sus       finŁsy
                     terminarÆ             per          ualquiera                   de    los                                                        en       ci     articulo
                                                                                                     supuestos                previstos
                     392        treecientos                     noventa             .y     doe           de     la       Lay        Genera               de      TItulos

                     Operaciones                  cia     CrØdito               que           seen        compatibles                   con     la        naturaJ.ea
                     fines       de        este         contrato                con        excepai.6n               de    la       causal            establecida                    en
                     la      fracci6n               VZ         per        no         reservarse                 ci        PIDEICOMITENTE                           en        forrna

                     expresa          ci    derecho             de       revocar               ci    presents             Fideiccrniso




                     TRI8XMA                 HONOARIOS                    DEL            PIDUOIARIO                      El        iDUCIJXO                   cobrarÆ
                     PIDEICOMTENTE                      per     ci       desexnpeio                 del       cargo       qua       aqi.iI      se        le     conflere
                     los    siguientes                  honorarios


                                Por    aceptaein                    del        cargo               estudio                eia.boraci6n                   del       cotrato
                 de        fideicomiso                   la     cantidad                 de        $20000.00              veinte               mu  pesos 00/100
                 morieda          nacional                 pagader6e                     per        1nica       oaaai6n             al         memento de firma
                 dcl        contrato              de     fideicemiso


                                Per    administraain                           da          fideicomiso                             cantidad                   mensuai           cia

                 $5000.00                  ciaco           mu            pesos           00/100           M.N            pagaderos                  per       trimestres

                 anticipados                             una        vez        ocurrido                        evento              de        fallecimiento                    del
                 ZDEXCOMITENTE                            los            honorarios                      vigentes                             esa         fecha               por
                 administraci6n                          del         fidejcomiao                         se      incrementr.n                            en        un         40s

                 cuarenta              por         ciento


                                Per        firma               de        Convenios                   Modificatorios                                  Contrato                  de
                Fideicomiso                   la         cantidad              de        $6000.00               seis          mi         pesos        00/100             M.N
                pagaderos                    momento                de    firma           del        Convenlo             correspondiente


                ci           Per      otorgaxniento                      de     poderes                    calebracin                    cia    cualquier                    otro
                acto         xiecesario                 para        la     consecuai6n                    de     los          fines          del      fideicomiso
                la     cantidad             cia         $3000.00               tree            mi      pesos          oo/ioo            M.N          pagaderos
                momertto         de        firma         dcl        instruxnento                   correspondiente


                Los        honorarios                    antes           mencionados                      causas              ci        Impuesto                         v4or
                Agregado              de     acuerdo                     .a     icy           da    la     materia                      se          ue.taÆn             eni
                mae        de    enero            de      ada            aæo        ide        acuerdo          al       porcentaje                  de        thf1ac3n
                verificado             en         ci     aflo       anterior              al        ajuste               determinado                 per        ci      Ban
                de    Mxico                el organismo                       qua        lo    supla




CON FIDENTIAL                                                                                                                                                                 SLONGORIA 000200




                                                                                                                                                                                                 01218
                                                                                                                                  Fideicomiso          No   194-2



        LAFRME
                 TRXGBIMA                    PRIERA               DQ14ICILIOS                     Las                          aefIa.aæ             como       sus
                                                                                                             partee
                     domisilios               para        cualguier             aviso            notjfjcacjOn                      en        general        para
                     lee    efectos           del     presente             fideicomiso                 los
   v4                                                                                                            siguierites


                  El       FIEXCOMITENE                          Oaxaca           No           620          Cal         Rodr1uez                        88630
                 Rayncea               Tamaulipas                M6d.co
   ip                      pxczzo                    Averiida           Hidalgo            ntiuezo          234     Poniento                 Zona     Centro
   LEZMENDOZA.Monterrey                     N.L      CP          64000      MØico
   No97
                 El        COMIT             TCNXCO              Oaxaa           No            620          Co          RodrIguez                      88630
                 Reyrioea              Tamaulipas                Mxico

                 CuaJ.quier             oambio         do     domicilio              deberg           ser        comunicado                    escrito         al
                                                                                                                                    per
                 FIDUCIARIO                  en     la      inteligencia                  do     quo        toda        comunicacin               est
                                                                                                                                              quo
                dirigida                     ditlino        domicilio             seflalado                       las                   surtirÆ todos
                                                                                                       par               partes
                los        efectos           legalee



                TRIGSIMA                    BEGu2WA           ASPOS               HON0RRIpS                       DERECHOS                   IMPtIEHTO8
                Todos           los     gastos                                       derechos
                                                            honorarios                                           impuestos             quo     so     causen
                en     cuinp.imiento                 do      los      fines          do        eSte        fidisornjso                 8erxx            cargo
                do      FXExco1ITENTE



                TRIGSIMA               TERCEP               MANIFESTACIªN                 DEFINITIVA               DE     LA   VOLUNTAp-               Taxito
                           FIDEIC0ITENTE                         como           los            FIEICoMI8Ios                        del              presente
               Fideicomiso                   maxiifiestan             ue        el        pros onto              contrato         es     la         voluntad
               final              definitiva                do    las                                       lo
                                                                            partes              par               que     estxx         confozines          en
               todos        sue        tØx-minos            manifestaxido                 adenÆa                   no
                                                                                                           quo           existe         error          dolo
               n%a3a       fe    .o     cualquier             vicio        do      la      vountad                quo     pudiere            afectar        su
               entendinjento                      deaisin             respecto                   contenido              del    mierno




               TRIGSXMA                     CUARTA            flqDIZACr6N                             El         FDEIQOMTENTE                              los
               FIDEICOMISARIOB                       EN          PRIMER              LUOAR              so                                      defender
                                                                                                                   obligan
               solidaziwnante                             sacaz       en    paz                 salvo        al     FIDtICIARIO              ael     coma
               sue      consejeros                   delogados              fiduciarios                      funcionario                     emploados
               apoderados                    asesores            de     toda               cualquier               responsabilidad                    daflo
               obligaci6ri                  demanda          sentencia                transacci6n                   requarimionto                    gae.os
               y/o     costae           do     cua.quier              naturaleza                  ncluyendo                 los houcrariede
               a.bogados              que     directa              irxdirectazntxnte                   so    hagan        valor  contra                     no




CONFIDENTIAL                                                                                                                                                SLONGORIA   000201




                                                                                                                                                                                 01219
                          SA                                                                                                                   Fldelcomlso             No      194-2


       \JLIAAFJRME
                       resultado                    de        impuesta           sabre                    incurda             por          con         xnotivo
                       consecuencia                        da                                                                                                                 coma
                                                                       actos           realizados              par           el
                       onplinjanto                            do                                                                                                   para            eJ
                                                                      lea        fines           consignados                  en          este
                       fideicomlso                                                                                                                         ontrato                 de
                                                                         defensa               del   patrjinonjo
                                                                                                                                   fideioomj4do                                por
                       reclamaciones                          multas           penaa                 cualquer            otro        adeudo                de
                      naturaleza                    en                                                                                                            cua.quier
                                                           rolacjn             con                  patrimonjo           fidej.coinjtjdo                          con         este
                      coritrat                de        fideicorniso                 ya      sea      ante     autoridadea
                      Judicialos                         tribuales                                                                              adminjstravas
                                                                                  arbitrales                        ciua.quier                 otra
                      barito            de        carcter                local                                                                                  instancia
                                                                                                fedal              aol        como         de         la
                      Mexicana                                                                                                                                  Rep.blica
                                                  extranj           eras


                     En      el     caso            qua        so     genera           cualguier            situaoj8                de         hacho              acto         do
                     autorjdad                                 Sonsecuenoja                     de        lndoj.e
                                                                                                                             legal                   qua          produzea
                     responsabjlidadas                               pecunjarias                          sobre         el        Fidelaomiao
                     patrjrnonjo                                                                                                                                  yb           ci
                                                  del     iduaiazjo                    qua      hubieren           sido
                     omisiones                                                                                                genarados                    por actos
                                              de        las        partes        do       eSte        oontrato           de
                     PZDcIIO                      en      culnpl.jnjento                do      ba
                                                                                                                                   fidejcoznjso                    por        el
                                                                                                          fines         del       pr050ute                 contrato
                    per      tercerea                    incluyedo          erogaciones  relacionadas                                      con         los        actos
                    conceptos                 quo        so        mencionaji  el p.rrafo
                    do                                                                                         anterior                  a-i
                                                                                                                                                 pago           derivado
                        dicIas                responaabjljdades                           pecimiarias               correr
                                  del                                                                                                     aoljdarjaje
                    cargo                     FnE.ICONITE1
                    PRIMER         LUQAR                 compronetjndooe
                                                                                       en       an     caso       do                           zcoJg
                                                                                                      responder              il.jmjtadanae                        con         su
                    proplo         patrimonjo                       do      pago          quo        so     hubieto               efecbuado
                    efectuar                                                                                                                                      vaya
                                         ci
                                                       IDUCIZO                    renurxcjando                          Gflefjjos                    do         orden
                    ecciuajn                  quo          pudiraxi               corresponderles
                                             ci        rixco                            en      ecte        acto
                                                                                                                         conforme
                                                                                                                        autorjza
                                                                                                                                                             la

                                                                                                                                                           FIDUCIARIO
                                                                                                                                                                        ley
                para              que             do          lan        cant idades
                                                                                                      quo          integre                 el
                de1comjj                                  realice               las
                                                                                                                                                           patrimonic

                abl.igaojones                     do
                                                                                                apljcacjoues                  ara               aunplir                 las
                                                          pago        derivadao                do   obl   acion                   pecunjarias
                le     hbjer                      impuegt             derivadas                do
                                                                                                                                                                 quo      so
                                                                                                      ion     conceptos
                en     el                                                                                                            quo         so        menclonan
                                  contenido                   do      los      dos           p.rrafos          de        esta
                inteligencia                      de                                                                                 clÆusula                     en     Ia
                                                          qua        dichaa        aplicaciones
                oar       equiparadas
                                                                                                               por           ningn             motivo            podrÆri
                                                               asimiladas                      boa     honoraries
               Sc     eotal                        en     ante        coritrato
                                                                                                                                  del      Fiduojarlo                   qua


               La         sola           aceptaoi6n                      tÆcita
                                                                                                     expresa            do        los           derechos                 do
               lIDEICOMISARXO                            implicar                l.a      aceptacj.n               dc    lan
               en    esta                                                                                                           obligaajoues                       que
                                  clusula                so        oStablecen           para         las partes


                                             Qt1INT                  I1I8DICcT.                             Xara             la
               CUaLp.jmjento                                                                                                            interpretacidu
                                                        ejecuojn               dcl        presente                                       las
               someton
                                                                                                              contrato                                partes            se
                               expresamente                              lea   tribuzzalea
                                                                                                          competentes                do        l.a    ciudad            do
               Reioaa              Tamau1jpa                        renunojando                       aualqujer               otra             jurisdjcc6n


                                                                                                                                                                 2c


                                                                                          32




CONFIDENTIAL                                                                                                                                                             SLONGORIA 000202




                                                                                                                                                                                            01220
                                                                                                                       No
          BANC\                                                                                      Fldelcomrso                194-2



          AFIRME
          fuera            competenoja            gte     pudiera          correspondej.1ea            en     razxi        de     su
         doutcilo          preeeæte             futuro


                fizma      el     prasente        instrijinento           en         res        tantoa        en     original
         eJ    dSa    de            15   gtince
                            hay                            de    octu.bre       del    2002     dos      mu        dos      ante
         in     presencia           de    dos      testigos              en     1a.ojudad         de     Nuevo         Laredo
         Tamaulipaa




                                                   Z1YARiO            LOG0PIA        THERIO
                                                         ZXCOMITENTE




                                                            PZDUCIARIA
                                                   BANCA         APXRZ4Z       a.A
                                         XNSTITUcIN              DE    BANCA    MLTXPL
                                             AFIRNE        GRUPO        INANCXERo
                                                Ziviai6n              iduoiarja
                                                    Rapresentada               pc



         LIC     AX          JORGE       LOZANO         LOZARO                 LIC    MkR1L2t    BArRxz            GARZA
                  DELEGADO         PIDTICIARIo
                                                                                           LOGQR
                                                                                 EXIEGADO




                                                                                                                                                   41




              MARTA         MOTELONO            GA1ZA                    PEDRO       RAMREZ     DE     ALSA    ALDAPE




                                                                 32




CONFIDENTIAL                                                                                                                            SLONGORIA 000203




                                                                                                                                                           01221
EXHIBIT 3A




             01222
                                                                                                                                 Trust      No       194-2

                   Banca            Afirme


IRREVOCABLE                              TRUST       AGREEMENT                  FOR          ASSET MANAGEMENT                            ENTERED
INTO              BY          MR           EDUARDO            LONGORIA                 THERIOT                  ACTiNG         AS       TRUSTOR
HEREiNAFTER                           REFERRED            TO AS         THE TRUSTOR AND BANCA                                    AFIRME
       FULL-SERVICE                             BANKiNG           INSTITUTION                      AFIRME            FiNANCIAL                GROUP
FIDUCIARY DIVISION                             ACTING AS TRUSTEE                              HEREINAFTER                REFERRED               TO AS
THE TRUSTEE                                AND REPRESENTED   BY                             ITS    FIDUCIARY DELEGATES LIC
ADRIAN                  JORGE               LOZANO          LOZANO             AND           LIC MARTHA                  BEATRIZ              GARZA
LONGORIA                                 THIS      LEGAL           ACT          IS          SUBJECT             TO     THE           FOLLOWING
REPRESENTATIONS                                 AND CLAUSES



                                                              REPRESENTATIONS

      Mr      Eduardo               Longoria Theriot acting               in   his capacity        of    TRUSTOR          represents          that



     He      is    an        individual          of Mexican       nationality          and    with      legal      capacity    to    enter    into    this


agreement


      He      married               to     Ms     Dorothy        Kowalski        de     Longoria            with      whom      he     entered        into



matrimony               in    the    city    of Nuevo      Laredo        Tamaulipas          under         separate    property       system


     During         his       marriage          to his   wife he fathered            four    children        Adriana      Eduardo           Silvia and


Shelby Luis                  all    surnamed       Longoria Kowalski             They        are   their    only descendants



      He      is    the            legitimate      owner      of the      SHARES              described         hereinafter          issued     by     the


companies               also described            hereinafter     hereinafter          collectively         referred    to as the      SHARES

                                                                         SHARES


              Issuing              entity                     SERIES                          SERIES                                TOTAL
VØrtice       Empresarial                          de               50                             684                                734

                         C.V
 Inmuebles                   Terrenos                            49.000                       4.375.350                         4.424.350

                    deC.V



For purposes                 of     this    agreement      the   companies           that    issued the         SHARES        will   be referred        to


interchangeably                     as the   COMPANIES

     He    has     in    his possession            the   certificates     of the      SHARES          mentioned         above        which     are    free


of   liens    and encumbrances




                                                                                                                                                             01223
                                                                                                                                                          Trust   No      194-2

                       Banca           Afirme



     It   is    his       will    to    place     all      SHARES               in   trust so that            the   TRUSTEE                 pursuant       to    the terms       of

this      agreement                may         hold     them        in    fiduciary          ownership and                   use   them      in   accordance            with    the


stipulations                of    this    agreement


     The TRUSTEE                          has    unequivocally                   explained          to    him the value               and     legal      consequences            of

the       legal        provision              included        in     item              of section             XLX nineteen                  in    Roman          numbers         of

article          106       one hundred                  and    six of the Credit                       Instimtions            Act         as well        as the scope          and

content              of   this    agreement


II        The        TRUSTEE                   through        its
                                                                    Fiduciary              Delegates           represents           that



     They            represent                legally established                    company formed                     in   accordance            with    Mexican           laws

which           is
                      duly       authorized           to   enter         into    fiduciary transactions



     It                    to    act     as      fiduciary          institution             under the terms              of    this    agreement
           agrees



       They           are        the     Fiduciary           Delegates               of Banca            Afirme                               Full-Service             Banking

Institution                Afirme             Financial       Group             Fiduciary          Division and                they have           sufficient          authority

to sign          this      agreement             which        has not            been revoked              nor modified               in    any    way

      Pursuant              to    the provisions               of item                     of section         XIX       nineteen            in    Roman          numbers of
article          106      one hundred                 and six of the Credit                        Institutions          Law          the other       parties     have        been

provided               with        an     unequivocal               explanation                  of the       value      and        legal     consequences               of    that


section              which        states



Article              106         Credit       Institutions          may not
XIX..


     Respond                on     behalf of trustors                     principals             or consignors                for breach           by debtors           for     the


credits          granted or for                  the       issuers         for       the    acquired values                   unless        as      result       of wrongful

acts       pursuant               to    the provisions               of the final part                  of    article        356    now 391              of the Securities

and       Credit          Transactions              Law        or guarantee receipt                        of revenue              on the invested funds


                                                                                                                         established
If   upon            termination               of the trust mandate                         or    commission                                     for granting           credits

these          have        not     been        liquidated           by     the debtors               the      institution          will     be    required        to    transfer

them        to       the trustor              or trustee        as appropriate                     or    to    the principal               or consignor           refraining


from       covering               the    amount


                                                           the provisions                   of the previous              two paragraphs                   will   be    null    and
Any agreement                      contrary

void


In                   mandate             or    commission                                         the    above        paragraphs              of   this    section       will be
     trust                                                               agreements
                                                           with             statement                    the     trustee                          that    he     or    she     has
clearly              inserted            together                                                 by                               stating




                                                                                                                                                                                      01224
                                                                                                                                                                Trust   No         194-2

                   Banca     Afirme



unequivocally              communicated               its    content          to    the       person from                whom            he    or she received                     assets

to    invest


After        reviewing        the   aboye        provisions                the      parties           acknowledge                   that       they            are    aware        of the

previous          representations           and       hold        all    of them to be true                        Therefore                   it    is    their      will    to        enter

into    this      trust   agreement         pursuant              to    the   following


                                                                              CLAUSES

       CREATION               OF THE             TRUST                    Mr        Eduardo              Longoria               Theriot                   in    his    capacity            of

TRUSTOR                   hereby transfers         in       trust       to the      TRUSTEE                  the    ownership of the                            SHARES              listed


in   item           of Representation                 of    this        agreement


The     TRUSTOR               hereby physically                        gives       the        TRUSTEE                   the    certificates                    of the    SHARES
held    in    trust duly       endorsed          in   favor            of the      TRUSTEE


According            to   the terms     of    article         129        of the Law                  of Business              Corporations                      the    TRUSTOR
             to    notify    the Sole       Director          or the Secretary                       of the Board               of Directors                     as appropriate
agrees

of the issuing              COMPANIES                   regarding              the           transfer        of    SHARES                 to        the        Trust    agreement

described          herein      in   order    to carry             out the corresponding                            inscription                in    the        Stock Ledger                of

such    COMPANIES                   sending        the       TRUSTEE                    the corresponding                       certificate                within       30 thirty

business           days     from     the    date       of execution                      of     this    agreement                   If     the        certification                is    not

received          from the Secretary             of the Board the                        TRUSTEE                  may         request          it    directly



At    this    time the        TRUSTEE             receives              the    certificates             covering              the    SI-IARES                    duly    endorsed

without        assuming                                for the authenticity                          and legitimacy                  of such certificates                          or for
                               any    liability


any defect          they     may have Consequently                              the      TRUSTOR                   is    liable      for       the authenticity                    of the

certificates         and     for   the corresponding                     remedies              in     the case           of dispossession                        Moreover                the


TRUSTEE              hereby grants          to   the     TRUSTOR                    the broadest              receipt           allowed              by law


The     TRUSTEE               hereby acknowledges                             acceptance               of    its        position           and            agrees
                                                                                                                                                                       that    it       will



faithfully         and     diligently      perform          its    duties          in    accordance               with        the   law


     PARTIES              TO THE TRUST.-                    The         parties         to    this    Trust       Agreement                   are the           following


TRUSTOR                                                       Mr         Eduardo              Longoria Theriot

TRUSTEE                                                       Banca           Afirme                               Full-Service                 Banking                Institution

                                                              Afirme Financial                         Group            Fiduciary              Division



Designation               of BENEFICIARIES                        The      TRUSTOR                     hereby names                      the following                  persons            as


PRIMARY BENEFICIARIES                                   or alternates                   in    the event           of    their       death


PRIMARY BENEFICIARIES                                                  Eduardo               and      Shelby            Luis         both           surnamed                 Longoria

                                                                       Kowalski                 in     the    following                  proportions                           Shelby




                                                                                                                                                                                                01225
                                                                                                                                                           Trust      No        194-2

                   BancaAfirme


                                                                        Luis        Longoria Kowaiski                            with        60%      sixty        percent         of

                                                                        the beneficiary                                 derived          from                   Trust and
                                                                                                          rights                                     this                         ii
                                                                        Eduardo             Longoria Kowaiski                           with        40%         forty percent
                                                                        of the beneficiary                     rights       derived           from     this      Trust


 Likewise          if   any of the            PRIMARY BENEFICIARIES                                            die    at    the time           of or before             receiving

 the benefits           derived        from        this    Agreement                the     TRUSTOR                  appoints            the following
                                                                                                                                                                      persons      as

 SECONDARY                  BENEFICIARIES


 SECONDARY                  BENEFICIARIES                               In      the    event          of the death                of    either       of the above                 the

                                                                        children            and       spouses          as applicable                 of the        PRIMARY
                                                                        BENEFICIARIES                                whose             names          are        specified         in


                                                                        Clause         Five            items               and           Clause Six                and     Clause

                                                                        Seven


For purposes              of     this       agreement             Beneficiaries                   shall        be    referred           to     as    BENEFICIARIES
when       referring        to     all      beneficiaries             in     general             in   specific         cases           each     beneficiary              shall     be

named        individually



The        TRUSTEE                    will         keep         an         accounting                  record              to      accredit               all     PRIMARY
BENEFICIARIES                         as beneficiaries                of the Trust                assets        in    the       proportion             corresponding               to


each      beneficiary            as specified              in   this    clause                   sub-account               will be           opened         for each        party

The     accounting           record           of     SECONDARY                        BENEFICIARIES                             will    be recorded                in    the     sub-

account       corresponding                  to    each    of them


   TRUST           ASSETS                   The      following          items constitute                  the material                 object       of this agreement


   All    SHARES            described              in    item           of Representation                       of     this      agreement


    All      future      SHARES               that       may     be     added          to    the       trust    assets because                  they        are    purchased

because new              SHARES               have        been        issued          or    because of the exercise                             of ownership                rights

derived       from the same                  SHARES               also       all   certificates            received             under the terms                  of      merger

demerger        or transformation                     of any of the issuing                       entities          that    make up            the    patrimony of               this


agreement           and     all       SHARES              purchased             by the       TRUSTOR                   representing                 the    capital       stock     of

other     companies              if   and     when        those       issuing         entities         are     Mexican            companies


   Any       other      type      of security              or credit            deed       or    company              shares           or properties             that    for     any

reason       are   added         to    the        TRUST          to     be      covered           by    this    agreement                 In    such        case        under     no

circumstance             shall        the    current        assets         be      modified            since        the     assets       must        always           consist      of

securities      traded       on the Mexican                     stock        exchange


   All     dividends         paid        in       cash     in   SHARES                or    in    other        personal          or     real    properties              from the

contributed         SHARES               will      also    be incorporated                   into the          trust       assets




                                                                                                                                                                                        01226
                                                                                                                                                                               Trust     No        194-2
                         Banca             Afirme


        All                          obtained                from
                profits                                              investments                   made by                the      TRUSTEE                      using           cash        resources
  included              in    the Trust            assets



       Any      additional                  contribution             that       the   TRUSTOR                      may make                  in    the future                 either    in    cash        in

  kind        or   in        rights



        Any        other           contribution               in    cash        in   kind        or     in    rights           acquired             by the Trust                  to    achieve           its


  stated       purposes


        OBJECT OF THE                              TRUST.-.-              This                     of
                                                                                     object             this        Trust         is    to    guarantee              that       the    TRUSTEE
  will       hold        the        ownership of                   all    its    SHARES                  under            the     terms            of        this                             so
                                                                                                                                                                     agreement                      that

  subsequently                      upon         the death           of the          TRUSTOR                       these         SHARES                  may         be       inherited       by the
 BENEFICIARIES                               under the terms and conditions                                        set    forth        in this       agreement


        PURPOSES                          OF THE              TRUST                   The        purposes                 of     this        Trust           agreement                 include       the

 following


      Guarantee                   that     the    TRUSTEE                 receives          and       holds          ownership of                   all      SHARES               incorporated
 into    this      trust



      Guarantee                   that the        TRUSTEE                 invests          all   cash        resources             incorporated                     into       the   trust    assets

 according              to    the stipulations                   of Clause Thirteen                      of     this
                                                                                                                           agreement


      Guarantee                that       the     TRUSTEE                 exercises          all
                                                                                                      corporate             and         ownership               rights          corresponding
 to     the    SHARES                       including              but     not       limited            to     the        following                 right           to     vote        to    receive

 capitalized                 shares          or    dividends                     subscribe                                                        and
                                                                           to                            shares             to     pay                       receive           new      shares        in

 exercise          of                      of    first       refusal            receive                        or
                         rights                                            to                      total             partial           reimbursement for such                                shares
 and    to    collect dividends                               cash                        others        In
                                                       in                among                                 all       cases the written instructions received

by the Technical                         Committee               should         be    followed


To      exercise                                    and
                              corporate                        ownership              rights          of these             SHARES                   the        following               provisions
must be complied with


      The     TRUSTEE                       will grant             powers        of attorney                  to    all    persons                appointed              by the Technical
Committee                so they                         exert                             mentioned                above
                                             may                    all    rights                                                      If    no     instructions                are     provided
the     TRUSTEE                       will        have        the    right           to    ask        the      Technical                    Committee                    to                       these
                                                                                                                                                                                provide
instructions                 to    exercise                                      and
                                                       all
                                                              corporate                     ownership                rights            related          to    the        SHARES              always

acting       with        all       reasonable             care      and     diligence            to protect               the     trust       assets          in all          situations


      If the    capital              stock        of the issuing                             of     trust          SHARES                                           the       TRUSTEE
                                                                                entity                                                      increases                                              will

execute         the          corresponding                     subscription                  once            sufficient                funds        are        contributed                  for    that


purpose            If        sufficient            resources              are    available              in     the        trust         assets           the        TRUSTOR                  or     the

Technical           Committee                     shall       inform       the       TRUSTEE                  that       the subscription                      of the corresponding

increased          capital               shall    be    covered           using       trust        assets




                                                                                                                                                                                                                01227
                                                                                                                                                                                Trust      No       194-2

                    Banca              Afirme



Likewise             it      is    hereby agreed                         that    all       partial          or    total    reimbursements of                         SHARES                 as well        as


dividend            payments                  in    cash            or    in    kind        that        issuing         entities           of   SHARES               decree          will        increase

the       trust   assets            which           will then                  be used            for       the                        of the        trust    as stated herein
                                                                                                                   purposes



      If   the    TRUSTEE                      based            on the written instructions of the Technical                                                        Committee                conveys
offers as collateral                          encumbers                    or transfers                     by any means                   allowed         by      the    Law        all    or part        of

the        SHARES                 to        another            party            appointed                   by the        Technical                Committee               the      consideration

from         such         transfer                 will        be        received                 by        the    TRUSTOR                      or     when          appropriate                  by      the

BENEFICIARIES                                 It    is
                                                          expressly                  agreed            that       the Technical                 Committee                 will    be exclusively

authorized              to        establish          the conditions                         for        the       conveyance                 and    that         detailed            written report

in that          regard will be                    sent        to    the       TRUSTEE

Before the conveyance                                     is    formalized the Technical                                        Committee                  shall         also    veri1           that     the


conveyance                of the             SHARES                  complies                   with        all    corporate            regulations                and the        rights         of other

shareholders                 as stated              in    the regulations                         of the issuing                    entity      and the         Law        and      shall        accredit


compliance                to      the       TRUSTEE                      upon          request



If    SHARES                 are sold              under the terms                              mentioned               above          the      TRUSTOR                   must comply                   with


all   corresponding                         tax     obligations                      If    the     TRUSTOR                     dies         this    obligation            must       be complied

with        by    the     parties            responsible                   to    comply                with       those     obligations               under applicable                     law


      Based         on       the        instructions                     received               from the Technical                           Committee                   the    TRUSTEE                  will


transfer          the          amount               of         money              it       is     instructed              to        transfer          by     the         TRUSTOR                  or      the


BENEFICIARIES                                 if   sufficient               funds           are available                 in    the     trust      for that
                                                                                                                                                                   purpose


     If    the    TRUSTOR                     dies         this          will     be accredited                    to the       TRUSTEE                   through          submission               of the

corresponding                       death            certificate                     so         that        this     trust           may           remain          valid          The        right         of

BENEFICIARIES                                 to         receive                benefits               will        remain             subordinated                  until        the       Technical


Committee                 asks          the        TRUSTEE                      to        deliver           to    the     BENEFICIARIES                            all    existing          resources


from the           trust          assets           and         trust       SHARES                      in   the     proportions                 stated       for    each        party       in    Clause


Two         at    which            time       the        trust       will       be terminated


Until       such        time           as     the        BENEFICIARIES                                  receive           the       trust       SHARES               or     until     the existing


resources            in        the      trust        or        the        proceeds                from the              sale         of the        SHARES                 are    distributed               as



applicable              in        each        case             this        Trust           shall            continue           to     be     valid        and       the        TRUSTEE                  shall



exercise           the         corporate                 and         asset           rights            corresponding                   to     the     SHARES                    pursuant           to     the


instructions              of the Technical                           Committee



      In     the        event               of the             death            of        Beneficiary                Eduardo                 Longoria              Kowalski                the      rights



corresponding                          in     this         Trust                shall            be         transferred               to        the                four         SECONDARY

                                               named                                              Michelle                Bernardo                 and       Eduardo                        surnamed
BENEFICIARIES                                                        Alejandra                                                                                                    all




                                                                                                                                                                                                                01228
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                   Banca        Afirnie




Longoria Hernandez                    and        Sofia       Longoria Zygmont                     in    the proportions                 and under           the terms


and conditions               described       in    clause       Seven



     in   the event         of the death          of the        SECONDARY                     BENEFICIARIES                        Bernardo           and Eduardo


Longoria Hernandez                    or Sofia           Longoria Zygmont mentioned                                  in   the previous           section          at    any

time        during        the     validity        of     this    Trust         the       share     that       corresponded                 to    them          shall     be


distributed              among      the     other           surviving         SECONDARY                      BENEFICIARIES                         to      which        the


                   section      refers thereby               increasing        their      share    in     this   Trust In the event                     of the death
previous


of Alejandra              Michell          Longoria Hernandez                       at    any time           during       the      term of       this      Trust the


share       that    corresponded            to     her       shall    be distributed              in    equal        parts    to     her    children           Alfonso


Than      and Alejandro             Diego         both       surnamed          Arguindegui              Longoria




     In   the event         of the death              of the Beneficiary                  Shelby Luis             Longoria Kowaiski                        the    rights



corresponding                to     this     trust           shall      be     transferred              to       the       four                  SECONDARY

BENEFICIARIES                       named        Enriqueta            Chapa       de     Longoria            Shelby Sarah               Louise and Adriana


Dorothy            all    surnamed          Longoria            Chapa          in    equal       parts        under        the      terms        and       conditions


described           in   clause    Six



     In the event          of the death           of any of the four                        SECONDARY                      BENEFICIARIES                          named


in    the     previous            section        at    any       time        during        the     term          of    this       Trust         the     shares         that




corresponded                 to     them           shall         be        distributed             to         the         surviving             SECONDARY

BENEFICIARIES                                     increasing           their      share    in this      Trust
                                   thereby



SIXTH SPECIAL                      PROVISIONS                   IN     THE EVENT OF THE DEATH                                           OF SHELBY LUIS

LONGORIA                   KOWALSKI                    In     the     event         of the        death         of     Mr         Shelby         Luis       Longoria

                                                                      of                                                     of    this   clause        will
Kowaiski           at    any time during              the term             this     trust the stipulations                                                      apply



             SECONDARY                      BENEFICIARIES.-                               As      established                 in        clause           Two            the


             SECONDARY                      BENEFICIARIES                           named         in      the       event          of     the     death         of      the


             PRIMARY                BENEFICIARY                       Shelby           Luis      Longoria             Kowalski             will       be    his        wife



             Enriqueta            Chapa     Farias          de Longoria and               his    children        Adriana            Sarah        and       Shelby        all




             surnamed             Longoria Chapa                in    equal       parts




                                                                                                                                                                               01229
                                                                                                                                     Trust        No      194-2

            Banca    Afirme




       In the event         of the death             of any of the          SECONDARY                      BENEFICIARIES                       at   any time

       during       the    term         of   this     Trust the           share     that        corresponded             to       him       her      shall     be


       distributed         to     the    surviving               SECONDARY               BENEFICIARIES                            thereby         increasing


       their   share      in this       Trust




       Minor        SECONDARY                        BENEFICIARIES                       shall        be     represented               by      their        legal



       guardians       or representatives                    appointed      pursuant            to   the applicable            civil     provisions




SEVENTH        SPECIAL             PROVISIONS                     IN     THE EVENT               OF THE DEATH OF EDUARDO

LONGORIA        KOWALSKI                     In the event           of the death          of     Mr     Eduardo         Longoria Kowalski                       at



any time during      the    term of          this    trust the stipulations               of this clause           will       apply




       SECONDARY                        BENEFICIARIES.-                       As          established              in         clause           Two            the


       SECONDARY                    BENEFICIARIES                         named           in     the       event        of     the       death         of     the


       PRIMARY              BENEFICIARY                           Eduardo     Longoria               Kowalski           will        be      his     four


       children      Eduardo             Alejandra                Bernardo         all     surnamed            Longoria             Hernandez                and


       Sophia Longoria Zygmont                              in   the following       proportions


                  SECONDARY BENEFICIARY                                                                    PERCENTAGES
            EDUARDO LONGORIA HERNANDEZ                                                                             37.5%

            BERNARDO LONGORIA HERNANDEZ                                                                               7.5%

            ALEJANDRA LONGORIA HERNANDEZ                                                                           12.5%

            SOPHIA LONGORTA ZYGMONT                                                                                12.5%

                                                    Total                                                          100%




       In   the event       of the death              of the abovementioned                          SECONDARY                    BENEFICIARIES

       Bernardo        and        Eduardo           Longoria Hernandez                    or     Sophia       Longoria Zygmont                         at    any

       time    during      the     term of           this    Trust the share             that        corresponded            to    him       her     shall     be


       distributed         to      all       other          surviving       SECONDARY                        BENEFICIARIES                           thereby


       increasing         their    share       in    this        Trust In the event              of the death           of Alejandra                Michelle


                       Hernandez                at                time    during     the        term of        this     Trust            the      share      that
       Longoria                                        any




                                                                                                                                                                     01230
                                                                                                                                               Trust     No       194-2

     Banca     Afirme



corresponded                  to   her    shall          be    distributed           in    equal    parts           to   her     children         Alfonso           Illan



and Alejandro                 Diego        both          surnamed              Arguindegui Longoria




SPECIAL             PROVISIONS                           FOR THE SECONDARY                                      BENEFICIARIES                             From         this



time     forward              the       SECONDARY                        BENEFICIARIES                          to       which     the       previous           section


refers      are     designated                 in       the     percentages                indicated            however                the      SECONDARY

BENEFICIARIES                           Eduardo               and Bernardo                Longoria Hernandez                       shall       have the option


of deciding               upon          the        disposition               of the        25%      twenty                five     percent              that     would


correspond               to        Alejandra               Michelle             Longoria            Hernandez                    and      Sophia           Longoria


Zygmont           in their          capacity             as    SECONDARY                     BENEFICIARIES                             against       the delivery


in   cash      of said              25%       in        their     favor pursuant                   to        the     value        of the          COMPANIES

cakulated           in    accordance                with        the stipulations              of clause              Eleven            Said     option         shall     be


exercised         in     the following                   manner



      The      option              of the          SECONDARY                         BENEFICIARIES                           Eduardo              and     Bernardo


      Longoria Kowalski                        to       receive         from        this    Trust       the    25%        twenty           five     percent            that



      would         correspond                     to     Alejandra             Michelle            Longoria                 Hernandez               and        Sophia


                                                                                                             and                                         exercise         it
      Longoria                Zygmont               is        granted         automatically                          they        may         only


      within        the       first     calendar                        after       the    death    of Eduardo                   Longoria Kowalski                        If
                                                              year


               do      not         wish       to    exercise            this     right       they       shall        give        written        notice         of   their
      they


      intent        both           to    the        TRUSTEE                    as    well     as        to    Alejandra                Michelle            Longoria


      Hernandez                and                            Longoria          Zygmont             in       which         case         they      will     have         the
                                         Sophia


      right    to      their        25%       twenty             five    percent            of the       SHARES                  this    shall      also occur            if



                          notice          of       their       intent     to    not       exercise           the     option        as well          as    if   they     do
      they     give


      not exercise                 the option            within         the     abovementioned                      term




      The calculation                   of the value               of the       25%        twenty            five    percent            that    corresponds              to



                              Michelle             Longoria Hernandez                        and    Sophia               Longoria Zygmont                      shall     be
      Alejandra


      performed on the date                              of the death               of the    PRIMARY BENEFICIARY                                          Eduardo


                          Kowalski                  pursuant            to     the    valuation              procedure            established              in    clause
      Longoria

      Eleven




                                                                                                                                                                               01231
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      Banca     Afirme




       Once          the    value         of the             25%            twenty            five       percent              has     been         calculated          in



       accordance               with     the previous                  section         Eduardo            and Bernardo                 Longoria Kowaiski

       will    deliver          said     amount             to    Alejandra              Michelle            Longoria Hernandez                      and       Sophia

       Longoria Zygmont within                                        term       of ten       10        years      with        an    interest       of      seven

       percent        annually            in    United            States dollars




       The     first   payment                shall     be made not                   later      than        the   first      anniversary           of the death


       of the         PRIMARY                   BENEFICIARY                              Eduardo             Longoria               Kowalski          and       so    on


       successively              each         year     until          the   amount            established           is
                                                                                                                         totally       covered           within      the


       10     ten     year       term




       As     each     payment            is    made             the corresponding                      SHARES                in    favor    of Eduardo              and


       Bernardo            Longoria             Hernandez                    shall       be      understood              to    have         been     released          in



       equal     parts




       As     long     as the           deliveries               in    favor       of Alejandra                Michelle             Longoria Hernandez

       and     Sophia            Flernandez                 Zygmont                are      being        complied              with         under        the    terms


       indicated           in   the previous                sections             the exercise            of the equity               and corporate              rights



       of the        SHARES              corresponding                      to    this      25%          shall      be     exercised            completely            by

       Eduardo         and        Bernardo              Longoria Hernandez                              in    equal      parts        in    their    capacity         as


       SECONDARY                       BENEFICIARIES                               In case         of nonpayment                    of more than                two
       consecutive               payments              to    Alejandra               Michelle            Longoria              Hernandez             and       Sophia


       Longoria Zygmont                         they        shall       be       entitled        to    the    remainder of the unpaid                          shares


       and             therefore               exercise           their                       and                                      derived           from said
              may                                                                equity                corporate           rights



       SHARES              under the terms                       provided           by    this        contract




      The     obligation           to     notify        the       TRUSTEE                   of the exercise                of the option             established

in    the previous                        number                  is    expressly             established             or else          the decision            to    not
                                point

exercise       that                            well         as the                                    of any of the payments                        Eduardo          and
                       option            as                             nonpayment

Bernardo         Longoria Hernandez                              are obligated                to      make         or else          full    compliance              with


the    payment         obligation               so    that       the    TRUSTEE                  may be able              to       reallocate       the    rights     of

the    Beneficiary              pursuant          to    the provisions                      of   this    paragraph                  Unless      the interested




                                                                                                                                                                            01232
                                                                                                                                                       Trust       No      194-2

                  Banca        Afirme



             parties        expressly            agree        otherwise             and     if for      any reason               the option            is    not    exercised

            within          the     first    calendar                       after     the death              of Eduardo              Longoria               Kowalski           the
                                                                 year

            option           will     be     considered            to       have          not    been         exercised             and        the     TRUSTEE                will


            definitely            allocate         to    Alejandra           Michelle           Longoria HernÆndez and                                Sophia        Longoria

            Zygmont               the percentage                 of participation                in    the Trust           rights     that      has        been     agreed       in


             item        one          of    this      same     clause



        OBLIGATIONS                        OF         SECONDARY                       BENEFICIARIES.-                               Only         if     SECONDARY
BENEFICIARIES                        Eduardo            and     Bernardo            Longoria HernÆndez                           do not exercise                   the option

of receiving            25%         twenty-five                percent           of the         SHARES               of Alejandra               Michelle            Longoria

HemÆndez and Sophia Longoria Zygmont which                                                         should          be reported            to    the    TRUSTEE                 the

SECONDARY                      BENEFICIARIES                           should         directly          and          without         the       intervention             of the

TRUSTEE                deliver        the    amount            of US$            100000.00              one hundred                  thousand               US    dollars       to


Sophia       Longoria Zygmont                           so that    she      may       receive          her university               education This                   sum      will


be   delivered          to     her    mother Colette                    Zygmont                who      will       be     responsible             to       administer          the

funds      for the benefit             of Sophia              Longoria Zygmont


With       the                      authorization              of the Technical                    Committee               and      charged           to    the     net Trust
                 express

assets         the     TRUSTEE                     after       being         notified            of     the        non-exercise                 of     the        option       by

SECONDARY                     BENEFICIARIES                            or     if    the     option           has     been         considered                non-exercised

because        the     deadline        for exercising                  the option           has       expired            the    TRUSTEE                may        deliver the


amount         of money mentioned                             above         in     the     manner            and         under      the       terms         agreed       in    the


previous         paragraph             without           being     liable           for    the     actual       use       of the funds                 The       TRUSTEE
assumes          no     liability          for     the       impossibility                of complying                   with     this        purpose         if    there      are

insufficient          liquid assets           to      cover      the   amount             in    such    case              partial    payment               may be made


     ADMiNISTRATION                              OF COMPANIES.-                            The SHARES                     that      are incorporated                 into      the

Trust      assets correspond                  to        COMPANIES                   that       are     operating           various            commercial and                  real


estate     ventures          either directly                 or through             subsidiaries              To date            the administration                  of such

businesses            has     been         the        responsibility               of Shelby             Luis         Longoria                Kowalski             who        will


continue         to    perform         those            duties    during            the    term of            this       Trust or under                    the    terms       and

conditions            agreed        upon         in     shareholders                meetings            In    that        regard         Shelby Luis                Longoria

Kowalski          will serve           as    Sole        Director        or      Chairman              of the Board               of the        COMPANIES                     and

their    subsidiaries



In   the    event       of the death                    or    incapacity            of    either       of the            PRIMARY                BENEFICIARIES

Eduardo          or    Shelby        Luis        Longoria Kowaiski                         the     administration                 of the        COMPANIES                     and

their    subsidiaries          will    become                the responsibility                of an Executive                   Committee             under       the terms


of the      following             clause         This         Committee              will       perform            its    duties      provisionally                 until      the

definitive        administration                 of the       COMPANIES                     and       their    subsidiaries              is    determined or                until


                                                                                                                                      Nine        and Ten
the separation           of the shareholders                     occurs under the terms of clauses




                                                                                                                                                                                      01233
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                    Banca        Afirme



In     the event       of the death                or incapacity              of Eduardo               or    Shelby Luis           Longoria Kowaiski                         the


Technical            Committee                  will     take        the    necessary            measures          required         to    immediately                   call



meeting of the shareholders                              of the        COMPANIES                      and    their    subsidiaries           whose            shares          are


the subject          matter           of   this   Trust         in    order       to   form the Executive                Committee              referred          to    in    the


                                                 necessary grant them
following           clause       and        if                                               sufficient       authority       to    perform           their    duties



The      death        of Eduardo                  or     Shelby Luis                   Longoria           Kowalski          will    be      accredited                 by     the

                            death          certificate           In    the    case        of incapacity              this    will be       determined                  by the
corresponding

Technical            Committee                  with     the     unanimous                vote        of the members                    based         on    the        written

               of three private                                        confirming               the    incapacity           These        three        physicians             will
opinion                                           physicians

be     chosen         by        the    Technical             Committee                 itself     without          the      participation              of or       liability


attributable           to       the        TRUSTEE                   whose         only       obligation          will      be     to     receive           the        written


notification           from the Technical                       Committee                reporting          the incapacity               When         the   TRUSTEE
acts     in    accordance                  with        the   instructions              of the         Technical          Committee               it    will       incur        no

liability          pursuant       to the provisions                   of    article      80     of the Credit         Institutions          Law

     ADMINISTRATION                               OF COMPANIES THROUGH AN EXECUTIVE                                                              COMMITTEE
In     the event       of the death                or incapacity              of Eduardo              or     Shelby Luis           Longoria Kowalski                          the


administration                  of the           COMPANIES                    will        become            the    responsibility            of        an     Executive


Committee              pursuant            to    the following



                     The        Executive              Committee              will      be      composed             of six              members              with          their


                                  alternates             Each         member of              the Executive            Committee            will       be responsible
              respective

              for    one    of the business                  areas         of the group           of   COMPANIES                   The     TRUSTOR                     hereby


              appoints           the following               persons         as    members of              the Executive           Committee


                    Member                                                        Alternate                                         Business               Area

Eduardo .Longoria                     Kowalski                         Eduardo            Longoria                               General         Directorate

                                                                              HernÆndez

       Shelby Luis              Longoria                               Enriqueta          Chapa         de                       General         Directorate

                   Kowaiski                                                       Longoria
            Rafael         de    Jesis                                Marta             Montelongo                                       Real     Estate


          Carbalal          Galindo                                                    Garza

         Saul       Garza Molina                                       NØstor                Sanchez                                     Automotive

        Edilio Luis                                                         Marco        Antonio                                          Industrial
                                Madrigal
                     Cepeda                                                  Torres       Garza

        RaUl        Jesus       Ramfrez                                    Hugo           Jimnez                                         Restaurants

                      Vela                                                        VÆzguez




                                                                                          of Eduardo                                                    the   Chairman
              In    the event          of the death             or incapacity                                     Longoria Kowalski

                                                  Committee            will       be Shelby           Luis    Longoria Kowalski                       In the event             of
              of the Executive




                                                                                                                                                                                    01234
                                                                                                                                                   Trust        No       194-2
       Banca      Afirme


 the     death        or       incapacity            of Shelby Luis                                                                    the        Chairman
                                                                                      Longoria                 Kowaiski                                                of the
 Executive           Committee                 will    be    Eduardo           Longoria Kowaiski


 In    the event           of the resignation                     incapacity           or death               of the chairman                     appointed              under

 the terms           of the previous                   paragraph the corresponding                                      alternate             will        serve       in    that


 capacity



 ii The          Chairman                of the Executive                   Committee                    will        cast    the deciding                  vote        in    the

 event      of       tie



 iii The             Executive                 Committee             will        be      responsible                   for       the     operations                   of the

 COMPANIES                      and     their       subsidiaries            and        will        be required              to     render          accounts            to   the

 Technical           Committee                 of   this    Trust


 iv      The     Executive               Committee                shall     only        perform administration                                    acts    without           the

 authority           to     convey             property            assets         or     rights               of     the      COMPANIES                          or      their


 subsidiaries              unless the Technical                     Committee                 indicates              otherwise


         The       Executive                 Committee               shall        continue                    the     normal                                       of       the
                                                                                                                                        operations

COMPANIES                      and     their        subsidiaries          in   the     same         way         they       were operated                  previously

always ensuring                   that       COMPANIES                     are    not         at    risk        and     that          they        are operating              in


compliance            with        the       legal     provisions           applicable               in   each        case


vi      The      Executive              Committee             will       meet every                Monday              in    order       to        make         decisions

together         regarding              each        issue         Each     member                  responsible              for         business                area       will


present        the    work            plan     for    that    week          which            should            be approved               by        the     rest       of the

members of                the Executive               Committee                Minutes             will        be    prepared           of each           meeting            to

be signed          by      all    attendees            BENEFICIARIES                               or     their                                                     attend
                                                                                                                      representatives                     may
each     meeting of the Executive                                 Committee              and         they           will    be     entitled          to    offer         their


opinions         but not          to    vote


vii      The       Executive                 Committee              will       submit                monthly                report           to    the         Technical

Committee                 about         the     operations               of the          COMPANIES                            and       their            subsidiaries

attaching         the       minutes            of each            meeting             Such                           will        be
                                                                                                    report                             presented                during

meeting called                  for     that    purpose            within        the     first           15    fifteen-               days        of each         month
BENEFICIARIES                           or   their     representatives                  may          attend           each       meeting and                   they      will


be    entitled     to offer            their    opinions           but not        to    vote


viii      The        report        referred           to     in    the     previous                paragraph               shall       include            at     least      an

itemization               of     the        income           and     expenditures                    of         all    COMPANIES                           and         their


subsidiaries                balance            sheet          profit       and        loss     statement                     statement              of changes               in


financial position                    and       cash       flow     statement




                                                                                                                                                                                   01235
                                                                                                                                                               Trust        No      194-2

                 3anca                Afirme


                                                                                                         on     external           advisors                                 decisions
           ix         The             Executive           Committee              may         rely                                                     in    making

                                       such        external           advisors                        attend     meetings               if   the    Committee               believes      it
           Similarly                                                                  may
           is    appropriate                     for    them     to    do so


                      The         Executive               Committee              may         freely           remove             the      members of                the     Executive

                                            if          considers                                         according                to     the      stipulations             of Clause
           Committee                               it                      it
                                                                                 necessary

           Thirteen




           Likewise                    if   the    Committee             believes            it   is    necessary             it
                                                                                                                                   may        appoint        an     external


           auditor               to    audit      the    COMPANIES

The parties            to    this          agreement            expressly            establish           and agree               that     the      TRUSTEE             acquires         the



ownership of the                           SHARES          which         are the subject                      of     this   Trust          and      will     only      be bound          to



                                                                                                                                                      the                   inherent
grant    the     powers                of attorney             that    may be          required            in    order        to    exercise                 rights                      to



                             the                                                             the        Technical                Committee                 designates          for     that
the   same            to                   person         or    persons          that



                                                                                                                                                                          Committee
purpose         as well               as    complying with the instructions                                   that     in   its     case      the Technical


issues                                            and             that    reason            the        parties         expressly               and     with       no      reservation
          in     that            regard                   for



whatsoever                 from        this       moment              release the         TRUSTEE                    from any responsibility or                             liability    to




exercise        on         his        own        the    corporate          rights           inherent            to    the     SI-IARES                as     well      as    the     form

                                                  which         the                                                         to                         and        exercise         voting
manner          and        terms            in                          agent        that        is
                                                                                                       appointed                   represent


rights corresponding                            to the    SHARES                in   meetings of shareholders                                 as   well      as   in   the case        that




the terms         and        conditions                 that     the    TRUSTOR                       establishes           in     this      clause        as well      as    in    clause



Eight    and Ten                 of    this      Trust    were not         fully        or    partially              complied with



The                               established              in    clause         Eight as well                   as    in    this        clause       are established                by the
        guidelines


TRUSTOR                and will be                  strictly      complied with                       by the members                    of the Technical                Committee


without         any intervention                         responsibility              or     liability          whatsoever                 for the      TRUSTEE                 with     the



understanding                    that       the     agreement             established                  herein         shall        also       be    complied with                  by the


BENEFICIARIES                              at    the appropriate           time



TEN SEPARATION OF THE SHAREHOLDERS                                                                               Upon         the death            or incapacity              of any of


the   PRIMARY                         BENEFICIARIES                       the        surviving                PRIMARY                   BENEFICIARY                         along     with


                                                                                                                                                           have      the                 to
the   SECONDARY                                 BENEFICIARIES                         or     their        representatives                     shall                          option


                                                 of the    COMPANIES                        or    to                        each          one of them             remaining           with
remain shareholders                                                                                      separate




                                                                                                                                                                                               01236
                                                                                                                                                        Trust         No    194-2

                   Banca       Afirme


different      COMPANIES                       based        on     their       value        calculated               pursuant           to    clause       Eleven          below

The    separation          agreement                shall    be carried           out pursuant                 to    the   following



                    For purposes                of the separation                     two     groups           are     considered one                   per      each      family


                    of the      PRIMARY BENEFICIARIES

      ii            In    the event           of the death              of Shelby Luis                 Longoria Kowalski                             and       provided          that



                    the    SECONDARY                        BENEFICIARIES                           designated             to    assume         his       place        wife      and


                    children           are not involved                   in    the administration                     of the businesses                   in    operation           or


                    do not have               the experience               required           to    manage            those      businesses               for    purposes            of


                    this       clause          the     SECONDARY                           BENEFICIARIES                           of        Shelby        Luis        Longoria

                    Kowalski            shall       have     the    right       of    first    refusal          to    receive       the       real     estate         businesses



                    during       the separation                  process

                    In   all                  the                 will     seek       to    conduct            the separation                based on principles of
      iii                      cases                 parties



                    fairness       and        equality           regarding         the value          of the           COMPANIES                       The value           of the


                    companies             shall        be        calculated           using         the                         described            in    the        following
                                                                                                           process


                    clause



      The     guidelines          established               in   this     clause       are provided                  by the      TRUSTOR                  to     be    complied

      with    exclusively              by the members                   of the Technical                   Committee                without            the intervention



      responsibility             or    liability       whatsoever               for    the     TRUSTEE                  with       the understanding                     that     the



      agreement            established              herein        shall        also    be     complied with                     by the BENEFICIARIES                                 at



      the appropriate             time



      ELEVEN VALUATION                                      OF THE              COMPANIES                            For purposes               of determining                    the


      value    of the          COMPANIES                     and     their       subsidiaries                  these       shall    be        appraised           by        two

      external           appraisal            experts        who          are     independent                   of the          parties         that       the        Technical


      Committee            determines                and     chooses            for    that        purpose             The      experts         shall       appraise            each


      COMPANY                   and      its        subsidiaries               using        the     same             appraisal           method             If    there         is




      difference          of    less    than         10% ten              in   the values            presented             by the experts                  the average               of


      both                            shall     be taken           as the        real       value         If    there       are differences                    of more than
              appraisals


      10% ten percent                    in     the values           presented              by the experts                       third        appraisal          expert         shall




      be    appointed           who      will        conduct              third appraisal                 Of        the three       appraisals             the average               of


      the    two    closest       appraisals            shall      be taken           as the        value




                                                                                                                                                                                          01237
                                                                                                                                                 Trust        No    194-2

                Banca        Afirme


    The     results         of the appraisal                shall     be reported               to    the   TRUSTEE               through           the       Technical


    Committee



TWELVE               INVESTMENT                  METHOD                    The    cash          resources           that    make up           the      assets      of    this



trust   shall     be       invested       by the       TRUSTEE                   pursuant            to   the   instructions              that      the       Technical


Committee            sends         in    writing        with         the     understanding                   that      if    no    such          instructions            are


provided        at   its    discretion          the   TRUSTEE               shall     invest          manage          and safeguard                the    trust     assets


using   any of the instruments                        bonds         securities        or    documents               indicated       below




          Debt        instruments          or currency              market instruments


          Investment             Companies             in    debt     instruments



          Any        other       instrument           bond      or    document              which         during          th   term      of    this      contract        and


          after      the signature             of the same              become         available            on the market with                     the previously


          mentioned              characteristics




    The    instruments                  bonds     securities          or   documents                 in   which       the investment                may be made

    may                      not   be registered             with      the National              Securities           and      Brokers Registry                    and    no
            or    may

    commercial paper                    will    be acquired            without             bank       endorsement




    The    TRUSTOR                  hereby releases the                    TRUSTEE                   from any         liability        for    damages            derived



    from the depreciation                       or suspension               of the trading                  of securities              bonds        or    documents


                       under the protection                   of the investment                      contract         signed       for       the    investment            on
    acquired


                                          and     which                                          damages             or     are        consequence                 of the
    the    trust       property                                 may        result          in



                                                                     or breach         of the issuers                       as well       as     for     the types        of
    payment            suspension bankruptcy

    transactions             conducted           under        the terms           of the investment                        contract      and       its    Investment


                           the                         be      as     well       as    the                   of bonds             securities             or     assigned
    Policy           as            case    may                                                   type


    documents




    Likewise               the   TRUSTOR               reserves         no       present         or future           action       or     right      to    act    against


    Banca        Afirme          S.A      Institucion           de     Banca        Multiple              Afirme Grupo              Financiero                based       on


    the signature             of the aforementioned investment                                   contract




                                                                                                                                                                                01238
                                                                                                                                           Trust    No      194-2

             Banca       Afirme




The         TRUSTEE              shall    not    be     liable         for    diminishment             of the value          of the assets when                     it




acts        in    accordance             with        the     provisions          of       article     391     of the        Securities             and     Credit


Transactions              Law



THIRTEENTH                         TECHNICAL                     COMMI1TEE.-                     Pursuant          to    article       80     of the Credit

Institutions             Law       the    TRUSTOR                     hereby forms                  Technical           Committee            and      agrees       to



provide            the    TRUSTEE                    with        the        applicable         instructions              regarding           the      scenarios


described           in this      Trust




The     Technical           Committee                shall       be made up            of three-                   regular       members            with      their


respective          alternates           who         are   hereby appointed                 by      the   TRUSTOR            as      follows



                         Regular Members                                                                    Alternate        Members

            Shelby Luis Longoria Kowalski                                                      Marta        Beatriz       Montelongo               Garza

                   Enriqueta         Chapa           Farias                                                        Rebeca        Ortiz

                 Eduardo      Longoria Kowalski                                                     Eduardo        Longoria Hernandez



       In    making        decisions            in    accordance              with    the authority             referred        to    in    this   clause      the


       Technical           Committee                  must        at    all     times        respect        and         honor        the     rights      of    the


       BENEFICIARIES                       under           the    terms        of    this    Trust         also     in    matters          for     which      it   is




       responsible            it   will    comply            with      the provisions               of clauses      eight        nine and ten of this


       Trust under penalty                     of incurring personal                      liability




       The       appointment by the                   TRUSTOR                 of the members                of the Technical                Committee              by

       means        of    this     act    is   based on               the    following         at    all   times        the Technical              Committee


       shall      be composed             of two                 members            and     their    respective          alternates         corresponding


       to    the    PRIMARY               BENEFICIARY                         Shelby Luis             Longoria Kowaiski                       consequently


       appointing           Shelby             Luis        Longoria            Kowalski              and     his        respective          alternate         and


       Enriqueta          Chapa          Farias         de      Longoria             and    her      respective          alternate           Likewise          the


       Technical          Committee                  shall       be    composed             of one                member and                his     respective


       alternate          corresponding                    to    the        PRIMARY              BENEFICIARY                         Eduardo          Longoria




                                                                                                                                                                         01239
                                                                                                                                    Trust        No      194-2

     Banca     Afirnie



Kowaiski         consequently            appointing             Eduardo             Longoria Kowaiski                           and      his     respective


alternate




In    event    of the definitive             absence            or    disability           of the            TRUSTOR                  the      PRIMARY

BENEFICIARiES                     or    their           respective               SECONDARY                             BENEFICIARIES                           as


                           each   case                   appoint             revoke                or     change         the        members             of the
applicable           in                       may

Technical        Committee            as applicable             in   accordance                with         the previous            section            through


     written    notification          sent   to    the   TRUSTEE                  reporting                the       name     and    signature           of the


members         of the Technical              Committee                   as well        as        the acceptance               by the member                    in




question       of the position          conferred




The Technical              Committee         will       hold         valid       meeting when the majority of                                    its
                                                                                                                                                       regular


members         or    their    respective         alternates          are    in   attendance                     and    decisions         will     be    made

by majority vote




The     appointment of the members                            of the Technical                     Committee             is   honorific          in    nature


                          therefore    not be                              receive                                              for      their    services
and they       will                                 entitled         to                   any remuneration




In the event          of the absence              disability death                or resignation                     of any of the members                     of


the Technical             Committee          the     member           shall       be replaced                   by the person             appointed           by


the corresponding              PRIMARY BENEFICIARY




The Technical              Committee         shall       meet every              time         it    is    required       to    do so and minutes


                              of each                                                    the decisions                 made         The     meetings           of
will be       prepared                   meeting              setting       forth



the    Technical            Committee             are    to     be        held      in    the            city        of Reynosa             Tamaulipas

                          members may meet                           another             location               in   Mexico         or    abroad         if   the
however        the                                             at




majority       of the members agree




                                                                                                                                                                      01240
                                                                                                                                              Trust       No      194-2

LOGOJ         Banca       Afirme


       Invitations                 th                           of the Technical                 Committee
                            to          meetings                                                                      may be           sent         by any of            its




       members             through           letter           with     confirmation             of receipt            telegram           sent       to    the    rest    of

       the regular           members              and         the                       of the Technical
                                                                     alternates                                           Committee                 who         will     be


       required       to    confirm          receipt           through      an     e-mail        or    by any other means                     by which            it    can


       reliably       be verified            that        the    members           have        been       notified         ahead    of time               at    least     5-


       five     calendar         days      before             the date     of the meeting                 in   question          enclosing               the    agenda

       points       for    the     meeting             The       meetings         of the Technical                   Committee              will         be held on

       the     date         the time         and              the address
                                                                                                                                              any member of
                      at                                 at                        indicated           on the invitation               If


       the    Committee                                                 meeting and
                                   fails     to    attend the                                    if for    that      reason         decision              cannot        be

       made        regarding            matter            on the agenda                   second          invitation        will    be issued so                 that



       meeting may be                held              three          business         days      after    the date         of the original meeting

       in   case    of an absence                      third     invitation        will be        issued                                       be
                                                                                                               to         meeting        to          held       on the

       next     business         day    In        any of the previous                   cases          the majority           of the members                     of the

       Technical          Committee           will be            required         for the decision
                                                                                                                making




      If    the majority         of the regular                 members           or    their                        alternates
                                                                                                 respective                              on the Technical

      Committee            are     gathered                                 hold                               and                                                      be
                                                          they       may                     meeting                  their      agreements                   shall



      valid        and no prior invitation will be required                                     in this    case




 10 The        Technical           Committee                   shall     have          the                     established             in     this
                                                                                              powers                                                     Contract


      including       the authority               to     amend         or terminate             this     Trust powers             that      the     TRUSTOR

      hereby expressly               grants         to    them



 11   In each       meeting of the Technical                           Committee                 representative             of the       TRUSTEE                  may

      appear       who     shall     participate               with       voice        but without              vote




 12 The TRUSTEE                     will     be released                from      all    liability        when       it   acts    in   accordance                 with


      the instructions or resolutions                            adopted      by the Technical                  Committee




                                                                                                                                                                               01241
                                                                                                                                                  Trust       No         194-2

                 Banca           Afirme



       13 The         Technical               Committee                shall    gather     when deemed                necessary through                      invitations



             issued        in    accordance            with           the previous         points           and




       14    If the Executive                   Committee                 is   in   operation          the Technical                   Committee            shall    gather


             monthly within                   the   first        15    fifleen days of each                  month              so as    to   review        and discuss

             the report           that      the Executive                Committee            shall    present




FOURTEENTH                        BEHAVIOR                       RULES           AND       POLICIES                FOR          THE       TECHNICAL                      AND

EXECUTIVE                  COMMITTEE                        The        members          of the Technical                  Committee             and the Executive


Committee              shall          act      at     all        times         taking      into        consideration                   that     both        PRIIvIARY


BENEFICJARIES                            and        their             corresponding               SECONDARY                            BENEFICIARIES                         as



applicable        in    each       case        will    at    all       times     receive       fair   and equal            treatment             since the purpose


of    this   instrument            is    to    ensure        that       each        of them     has        the    right    or     is    the     holder      of     the    trust



                in     the       proportions                established              For    this      reason          in    the        event      of any            dispute
property


controversy           or    if   any decision               is    to    be     made     the    above        principle           of equality         and      equity       will




always be the basis                   for     any such           decisions




Likewise         any action                 taken     by the Technical                  Committee                should         always be made                to     benefit


the   BENEFICIARIES




The     abovementioned                      Committees                                                                                                      consultants
                                                                       may be        supported         by the opinions                   of expert


in their     decision-making




FIFTEENTH                     MEXICAN                   JURISDICTION                           AND           LEGISLATION                          This           Trust       is




established           under        the jurisdiction                    of the United              Mexican           States         its
                                                                                                                                          parties      are       Mexican


citizens        and     its      assets are           located           within       the national           territory            Therefore          this      Trust the


TRUSTOR               and       the     BENEFICIARIES                          are exclusively              subject        to    the     laws     of Mexico               thus


the                                      waive        the application                of any       Law        regulation            provision           or   rule     of any
      parties     expressly


jurisdiction          other       than        Mexico         to       which      they    may be        entitled           due     to    their    present         or future


residence                                citizenship                  domicile kinship                or    commercial                 relationships             therefore
                 paternity




                                                                                                                                                                                  01242
                                                                                                                                                           Trust        No         194-2

                    BancaAfirme



any      interpretation                  dispute         or   any aspect            related        to    this    Trust will be expressly                                subject               to



the courts           of the       city      of Reynosa            Tamaulipas                Mexico




Likewise              the      issuance            of    any    Law           regulation            or    provision                in   jurisdictions              outside               the


                    of Mexico               or   any act performed outside                           the national                                    whether
Republic                                                                                                                          territory                            it    is
                                                                                                                                                                                   by the

TRUSTOR                    BENEFICIARIES                         or     any      person           related        to         the    Trust         or     members                   of the


Technical            Committee                or Executive              Committee                 for the                           of          imposing            restrictions
                                                                                                                 purpose

on    this    Trust imposing the performance                                     of acts different from the purposes                                         for       which             it   is




authorized                or      which          attempts        to     change             or     impact          the        control            of the          Trust             by     the


TRUSTOR                    BENEFICIARIES                        or the         Technical            Committee                     ii     that        attempts           to        impose

taxes        fees     or tax        charges             other   than     those         allowed           by Mexican                 Law          iii       that    attempts                   to



expropriate               limit      confiscate               seize     take freeze or offer as                            collateral          the    assets       of the Trust


based      on federal               state    or municipal               legal     provisions              outside           the jurisdiction               of the Mexican


Republic            are not         and      shall       not    be applicable               to    this    Trust and                in    all    cases      the jurisdiction


and     legislation               of the Republic                of the United                    Mexican             States        will        be    applied           under            the


terms      of the previous                  paragraph




SIXTEEN                    DECLARATION                           OF          WILL               Both        the            TRUSTOR                    as     well             as         the


BENEFICIARIES                        of     this     Trust      declare         that       this    contract           is    the    final        and     definitive                will        of


the     parties           therefore         they        agree    to     all    of    its    terms         and     they         also       represent             that        no     error


fraud        bad          faith     or      any      defect       exists        that        may         affect        their        understanding                   or        decision


regarding           its    contents




SEVENTEEN                      TRUST             AMENDMENTS                          This         contract       may          terminated              or   amended                solely


based        on      the                                         and          instructions              of the             Technical             Committee                   and         the
                               prior        agreement

TRUSTEE                   through        the signature            of the corresponding                        agreement




EIGHTEEN                    NON-TRANSFERABLE                                    CLAUSE                  For     all    the        corresponding                 legal         effects


and     based        on      nature         of    this     Trust        no     BENEFICIARY                        of the same                   shall      be      in       any way

entitled      to     part      or the        totality         of the assets of               this       Trust      until          the assets          of the Trust                  have


              been         distributed             through        its   partial        or   total       execution             in   favor        of the corresponding
already




                                                                                                                                                                                                   01243
                                                                                                                                                                  Trust       No       194-2

                     Banca            Afirme


BENEFICIARY                               In    no case             whatsoever           will      any       BENEFICIARY                      of the         trust       be   entitled        to



transfer          appoint tax mortgage                                 or pledge          their        present           or future        rights        or   interests         contained


herein          likewise                  this       Trust or the               interests          or       rights       of any        BENEFICIARY may                                not     be


subject         to    claims              or lawsuits                from    their      creditors or the creditors                           of the BENEFICIARIES


nor      will        they            be    subject             to    taxes       seizures              or     enforcement                 of any         ruling          in    any        legal



proceeding




Both        the      income               generated as well                      as     the assets            of the Trust             itself       may         not      be subject           to



pledges seizures                           guarantees                transfers        or sale           or    in   any way be compromised                                or offered           as


collateral           by any               BENEFICIARY                        nor      will    the assets or
                                                                                                                             any income            derived          from       this       Trust


be subject            to    or offered                as       collateral        in   any way by acts                        debts contracts                 or    any other           act    of


any      BENEFICIARY                                or the          TRUST          or    by any claim                    for    alimony or child support                             by any

BENEFICIARY                               or    the       TRUSTOR                himself               or     derived          from         any     separation                agreement

neither         shall           it    be       subject          to    any       transfer          or    any        other          voluntary         or       involuntary              act     of


disposition             or           conveyance                 derived         from              legal        process prior to                    the       distribution             of the


assets       of the             Trust            through             the    partial       or      total        execution              of the        Trust         in     favor        of the


corresponding                    BENEFICIARY



In the cases               in    which              any    BENEFICIARY                       is
                                                                                                  granted            any      right    under the terms of                     this    Trust

and      while         the            same           has       not    been        totally          or       partially          executed            in    his/       her       favor          the


TRUSTEE               will           continue             to    maintain         ownership of the                        assets     of said       BENEFICIARY



NINETEEN                        VALIDITY                       OF THE              PROPERTY                        TITLE            DEEDS           The           BENEFICIARY

acquires          ownership                     of the assets and                     rights        that       make           up    the     trust       assets         based         on      the



representative                   title         deeds        of the         SHARES             which           are       hereby delivered                 by the           TRUSTOR
and      consequently                          the    TRUSTOR                    will        not       be      liable          in     any    way         whatsoever                  to      the


BENEFICIARIES                                  or    any       third parties             including              those          to   whom          all    or       part    of the          trust




assets      are transferred                         for defects            or   hidden defects                     in    the corresponding                   property          title      deed


                                                                                                            and                                                                              be
                                                                                                                                             any such
                                                the                   covered                                                                                                    will
or    for   challenges                    to              rights                        thereby                         in   any case                             liability



assumed           by the             TRUSTOR




                                                                                                                                                                                                   01244
                                                                                                                                                             Trust         No       194-2

                  Banca         Afirme


TWENTY REMEDY                                    IN    THE          EVENT              OF DISPOSSESSION                                  The          TRUSTOR                     will    be


obligated         to    remedy          any dispossession                    in    accordance                  with     the     law with              respect        to    the      assets



and    rights        contributed             by the      TRUSTOR                  to    the assets             of     this   trust




When        the    TRUSTEE                   in   compliance                with       the purposes                of    this     contract             transfers           all    or part


of the      trust       assets         the    TRUSTOR                    shall    remedy                any dispossession                    in       accordance              with       the


law and           therefore           hereby          authorizes           the    TRUSTEE                    to    make       binding             decisions             under       those


terms       before        the        individuals          or       legal     entities             to     whom          all   or     part         of the       trust        assets        are


transferred          under the terms of                   this      contract




TWENTY-ONE                           TRUSTEE             LTABILITY                   When              the   TRUSTEE                 acts        in   accordance                 with    the


instructions            of the Technical                  Committee                    it    shall        be      released         from          all    liability          under         the


terms      provided            in article         80    eighty            of the Credit                 Institutions          Law



The    TRUSTEE                  is    not    liable      for       the     deeds        acts           or omissions             of the contracting                        parties         or


third      parties       or    authorities              prior or subsequent                        to     this     date or for               legal       acts       in     which         the


TRUSTEE                has     not directly             participated               or the          interpretations                 of   authorities                or     changes         in




applicable           laws       that    hinder          oppose             prevent          or sanction               the    compliance                with        their    duties        or


the    validity          of     this        Trust        and         all     legal          consequences                     of the          foregoing               will         be     the


responsibility            of the        TRUSTOR                     and     the    TRUSTEE                     will     not       be    liable         for    the       final      use    of


the    amounts           transferred              or    for        the     material          delivery             of the        trust        assets          it    carries         out    in




compliance              with    the instructions                   of the Technical                     Committee




In    no   case      will      the     TRUSTEE                 be        required           to    respond           using         its   own           assets        and          without


                                                               this        Trust       from Authorities                            third                          shall     be     in    the
exception            any claim              related      to                                                                  or                  parties



last   instance          charged            to    the    trust       assets        and           the     parties       hereby represent                      that       they       are    in




agreement            in that         regard The           TRUSTEE                  does           not     assume         any       liability           beyond           the      liability



                  set    forth       in this      contract          or the       law        excluding              tax or labor             liability         of any type
expressly




The TRUSTEE                    will     not      be obligated              to exercise                 the   rights     inherent            to    the   trust       SHARES               on


the    TRUSTEES                      own      behalf          it    will     only       be         obligated            to    issue      any          powers            of attorney




                                                                                                                                                                                               01245
                                                                                                                                                      Trust        No     194-2

                      Banca      Afirme


 which         may be           necessary            to    the      persons        that        the     Technical           Committee              indicates             for    that



 purpose            without          assuming                                      whatsoever              with
                                                          any      liability                                         regard         to   the     manner form and

 terms        in   which        the    SHARES              vote or          for    the      consequences              of having exercised                      the                to
                                                                                                                                                                        right


 vote         When        the    TRUSTEE                   receives         no     instructions            regarding             the issuance               of powers            of

 attorney          under        the terms            of    this                                shall     be    released          from any
                                                                    paragraph            it
                                                                                                                                                      liability         derived


 from the          failure      to exercise           the     right    to    vote




 The     TRUSTEE                 will       not    have       the     liability        or      responsibility             to    influence             verify       or    in    any

 way         intervene          in    the     administration                decisions            of the        COMPANIES                       that     issue      the        trust



 SHARES



                              Upon      request            the     TRUSTEE             shall render              accounts         according            to



                              Article       84    eighty four of the Credit                            Injtitutions            Law



TWENTY-TWO                            TRUSTOR                 LIABILITIES                       The      TRUSTOR                 and      the         PRIMARY                  and

SECONDARY                      BENEFICIARIES                          as applicable               in   each      case        will     be obligated            to    hold        the


TRUSTEE                 harmless        and       return      to    the   TRUSTEE                 the    amounts          that    the     TRUSTEE               may have

incurred           as      result      of    legal        or extrajudicial             actions          initiated         by the         TRUSTOR               and       br by

third    parties         against        the   TRUSTEE                 that       may      affect       the    TRUSTEE               or   its
                                                                                                                                                officers        by reason

of    this    trust      contract




TWENTY-THREE                            POWERS OF THE                            TRUSTEE.-                 The      TRUSTEE               will    manage           the        trust



assets with             the                  and     duties        established                                 391     three hundred
                              powers                                                      in    articles                                              ninety       one and

other        related      articles       of the Securities                   and    Credit           Transactions              Law       and     article       84 eighty

four and           other applicable                articles        of the Credit               Institutions          Law



TWENTY-FOUR                           DEFENSE                OF THE               TRUST            PROPERTY.-                    Whenever              the    TRUSTEE

receives           any    notification             regarding           any judicial lawsuit                         requirements               from any            authority


and     any notification                related       to     the assets           of   this      contract           the   TRUSTEE                will       send     written


notice       to the       TRUSTOR                 or the Technical                 Committee                  not    later     than      the next           business          day

after   the date          on which           the corresponding                    notification           was        received




                                                                                                                                                                                       01246
                                                                                                                                                               Trust       No      194-2

                      Banca         Afirme




 The     TRUSTOR                      or     the     Technical              Committee                 will                          written             instructions            to      the
                                                                                                                  provide

 TRUSTEE                not       later      than       the     next        business            day      after        the    date     on     which              the      notification


 referred        to     in    the      previous              paragraph           in      this    clause          was                                     that        the
                                                                                                                            received             so                         necessary

             of attorney
 power                                 may be granted                  to    the
                                                                                       person       or persons               appointed             by the           TRUSTOR              or


 by the Technical                    Committee                 in   order        for     them       to    focus        on the care conservation                               or     legal


 defense       of the         trust     assets described                in this          contract




 The    TRUSTEE                   shall      not        be    responsible               for   the     actions          taken        by the            legal        representative

 nor    will     it    be obligated             to      pay     fees or costs derived                         from the respective                        legal       proceedings

 which       will       in    all     cases        be        charged        to    the     trust       assets          The         TRUSTOR                           the Technical
                                                                                                                                                          or


 Committee             may          instruct       the       TRUSTEE                                           the
                                                                                                                                             any fees and
                                                                                   to    charge          to           trust       assets                                    expenses

 derived       from the care conservation                               or defense              of the        trust    assets




The     contents            of the preceding                   paragraph            of    this      clause          must      be    transcribed                 in   every      power

of attorney            for       litigation         and       collections              issued       by the            TRUSTEE               under the terms                    of     this


trust




TWENTY-FIVE                          REPORTS                  FROM THE TRUSTEE                                   The        TRUSTEE                   shall     render          report


regarding             the    transactions               involving            the        trust    assets          to    the    TRUSTOR                     or       the     Technical


Committee              on        monthly basis




The    TRUSTOR                   or Technical                 Committee            will       have            period        of 15 calendar                days        effective         as



of     the     date         of      issuance            of      the    aforementioned                         report         to     comment                   or     request         any

clarifications              they     deem       appropriate                 with       the understanding                     that    if    the     TRUSTOR                  does      not


comment          or request                clarifications             within           the aforementioned                         period         it    will        be understood

that   the corresponding                                     has    been     approved
                                             report




TWENTY-SIX                          RESIGNATION                         OR          REPLACEMENT                               OF          TH.E           TRUSTEE                     The

TRUSTEE                may        resign       from           the    position            conferred             by     this    contract             for        serious       reasons




                                                                                                                                                                                              01247
                                                                                                                                                         Trust        No        194-2
                          Banca        Afirme


     subject         to    the                    of        first
                                  ruling                              instance        judge       in     the      TRUSTEES                   domicile               pursuant            to

     article    391        of the Securities                and Credit             Transactions           Law


     The    TRUSTOR                    may        replace       the    TRUSTEE              at    any time          with     an     advance           notice          of twenty

     business         days prior             to   the date        on which           the replacement                is                         to
                                                                                                                          anticipated                occur            so    that    all


     necessary            procedures              required        for the formalization                        of the change
                                                                                                                                         may        be        prepared             The

     TRUSTEE               may        be     replaced       by another              international or
                                                                                                     foreign                     institution         or institutions                    if


     and when they have                       the                              to
                                                    legal       capacity             perform           those    duties       The        TRUSTEE                    will    proceed

  with      the      fiduciary             replacement                        the
                                                                    after            payment            of the expenses                 or    fees       it    is    entitled       to

  receive        under the terms                    of   this    contract




 TWENTY-SEVEN TAXES                                             The    TRUSTEE                will      be authorized              at    any time             to    charge         the

 trust     assets          for   any the taxes owed on the transactions                                                            the    trust
                                                                                                                involving                           assets            in    such

 way       as   to    ensure          that    compliance              with    the
                                                                                     corresponding                tax obligations              is   not       jeopardized



 If                              with
       compliance                            the     purpose          of     this    contract           involves          full    or     partial      transfer              of the

 SHARES                   which        make up            the     assets       of    this     trust       all     such      transfers         shall           be    subject        to


 applicable           tax     laws


 TWENTY-EIGHT                                THIRD          PARTY            EXPENSES                  AND FEES                  The      expenses                 incurred        in


 the    compliance               with        the purposes             of    this    contract       will    be     charged         to    the   trust                           The
                                                                                                                                                          property

TRUSTEE                   will    charge            the     trust                       for      all    fees      owed       to
                                                                       property                                                     third      parties              contracted

pursuant             to     the        provisions            of     this      contract           and      which           are                            for         the
                                                                                                                                  necessary                                  care

conservation               or defense             of the     trust     assets




TWENTY-NINE                           TRUST            TERM                The      duration       of    this     trust    will    be the term                                     to
                                                                                                                                                              necessary

comply          with       its                       and the                          be    terminated
                                                                             may                                         any of the situations described
                                 purposes                           trust                                         in


in    article     392       three hundred                 and ninety                       of the Securities
                                                                                 two                                      and     Credit       Transactions                  Law
that    are compatible                  with        the nature         and                        of
                                                                               purposes                 this    contract          with       the                           of the
                                                                                                                                                    exception

grounds         for       termination                                                   VI
                                                  described           in    section              for    faIlure     by the         TRUSTOR                    to    expressly

reserve        the    right      to    revoke        this    Trust




                                                                                                                                                                                             01248
                                                                                                                                              Trust       No         194-2

               Banca          Afirme




THIRTY            TRUSTEE              FEES            The       TRUSTEE                   shall       charge             the    following               fees    to    the


TRUSTOR           for the       performance         of the duties conferred                          herein




          For the acceptance                 of the position                  study        and      preparation             of the       trust       contract          the


          sum of $20000.00                   twenty        thousand            Mexican              pesos           and    00/100        payable            one       time


          only        upon     signature      of the      trust   contract




          For the administration                   of the trust the monthly                                sum of $5000.00                         five thousand

          Mexican                      and    00/100           payable         by quarters                in    advance           and    once        the    death        of
                              pesos


          the     TRIJSTOR             occurs the         fees     in    force        as    of     that    date       for the administration                         of the


          trust       shall    increase      by   40%     forty        per     cent



          For the signature               of Amendments                  to    the Trust            Contract               the   sum of $6000.00                       six

          thousand             Mexican                     and     00/100                payable               at    the    time        the        corresponding
                                              pesos


          Agreement             is   signed




          For the issuance              of Powers         of Attorney                and the execution                     of any other act necessary


          to    achieve        the purposes         of the trust the sum of $3000.00                                        three thousand                  Mexican


                       and 00/100                         at   the time         the corresponding                         instrument          is
                                                                                                                                                   signed
          pesos                           payable




    The     abovementioned                fees    will    be subject            to    the value            added          tax pursuant              to    applicable


                               be adjusted               the   month          of January             of each          year based on the                     inflation
    law and           shall                       in




    percentage           verified      during     the
                                                          year     prior       to    the     adjustment and                      calculated          by the Bank


                              any entity that may replace
    of Mexico           or                                                     it   in   the future




THIRTY-ONE                    DOMICILE              The        parties         designate             the        addresses         listed       below            as    their



domiciles       for                               notice         and    in                       for      any purposes             related          to    this   trust
                       any notification                                        general




THE TRUSTOR                    Oaxaca        No 620 Col            Rodriguez                 Zip       Code         88630 Reynosa Tamaulipas

Mexico




                                                                                                                                                                              01249
                                                                                                                                                     Trust    No       194-2

                    Banca        Afirme




 THE      TRUSTEE                   Hidalgo          Avenue             number           234         West          Central       Zone         Monterrey               Nuevo

 Leon Zip Code                64000 Mexico



 THE      TECHNICAL                    COMMflTEE                        Oaxaca               No 620 Col                  Rodriguez              Zip     Code          88630

Reynosa Tamaulipas                          Mexico




Any     address                                 be reported
                          change       shall                                 in   writing        to the        TRUSTEE                with      the understanding


that    all     communications                  addressed               to        the    last        domicile           indicated               the
                                                                                                                                         by                parties      shall



produce        all   legal        effects




THIRTY-TWO                    EXPENSES                    FEES         AND TAXES                       All
                                                                                                              expenses           fees    and taxes incurred                   in



the    compliance            with     the purposes              of     this   trust      will be            the responsibility             of the     TRUSTOR


THIRTY-THREE                        DEFINITIVE                  DECLARATION                            OF WILL                Both the        TRUSTOR                as well


as the     BENEFICIARIES                        of    this      Trust        declare          that     this    contract         is   the     final    and     definitive


will    of the parties              and     therefore           they      agree         to     all    its
                                                                                                             terms       furthermore                                 that   no
                                                                                                                                                declaring


           fraud           bad                 or               defect            of consent                has     occurred
error                               faith            any                                                                              that      may        affect       their



understanding              or decisions             regarding          its    contents




THIRTY-FOUR                          COMPENSATION                                       The           TRUSTOR                    and           the          PRIMARY

BENEFICIARIES                       are     bound         to    jointly           defend         and         hold       the   TRUSTEE                 as    well       as    its




consultants           fiduciary        delegates               officers           employees                 agents      or advisors           harmless         from and


against       all    and     any     responsibility                damages                   liability        legal      action       judgment               settlement


requirement               expense         and        or     costs       of any           nature             including         attorneys          fees        which          are


directly      or indirectly           charged             are the       result          of    are     imposed           upon     or incurred            by reason            of

or as      consequence               of the     acts      performed by the




TRUSTEE              in    the      compliance              of the           purposes            contained              in    this    trust     contract        and         the


defense       of the       trust     assets or            by claims               fines       judgments or any                   other        debt    of any nature


regarding       the       trust    assets or         this      trust    contract             whether          it   is   before       administrative            judicial




                                                                                                                                                                                   01250
                                                                                                                                                          Trust      No        194-2

                 Banca           Afirme



 court      arbitration           or   any        other           instance           of authorities                 on    the    local     or federal            level      in    the


 Republic of Mexico                    or    in   any foreign                     jurisdiction




 If           de facto        situation           or authority                    act    or                                of                   nature      was
      any                                                                                        consequence                       legal                               generated


and     resulted       in    fines charged                  to    the Trust             and       or the property               of the Trustee caused by                         acts



or omissions                of the     parties         to    the           trust    contract          by the        TRUSTEE                in    compliance             with      the


purposes        of     this      contract         or    by third parties including                                  distributions           related       to     the    acts     and


concepts        mentioned               in   the previous                         paragraph           the        payment         derived         from said           pecuniary


liabilities         shall    be   the joint            obligation                  of the        TRUSTOR                 and     if    applicable         the     PRIMARY

BENEFJCIARIES                        who      agree              to    respond           without          limitation using               their        own      assets     for     the


payment         that       was    made        or   will           be made by the                     TRUSTEE                waiving the benefit                     of order or


exclusion           that     may       correspond                     to    them        pursuant            to    the     law          Likewise           the    TRUSTOR

hereby authorizes                 the    TRUSTEE                       so that          from the            trust   assets        it
                                                                                                                                       may      allocate         the    amounts


required       to    comply          with     the      payment                    liabilities        derived        from the concepts                   mentioned           in   the


content       of the two             paragraphs                  of        this    clause         with      the understanding                    that     in   no    case      may

said allocations              be equated           with               or absorbed             into    the fees           of the Trustee           that    are established


in this     contract




The mere            tacit    or express            acceptance                      of the        rights      of the       BENEFICIARY                       will     imply the


acceptance           of the obligations                 that           are established                for    the    parties       in this       clause




THIRTY-FIVE                   JURISDICTION                                 For the interpretation                        compliance             and     execution         of     this



contract        the        parties      are       expressly                  subject        to     the      courts        with    jurisdiction              in    the    city      of


Reynosa Tamaulipas                          expressly                 waiving any other jurisdiction                                   regional         laws     or authority


to    which    they        may be       entitled            by reason               of   their       present        or future          domicile




                                                                                                                                                                                        01251
                                                                                                           Trust      No   194-2
              Banca    Afirme


 This    instrument                    in                      each
                        is
                             signed         triplicate                of the      three    counterparts    having the same

 value   as an    original              October          15               2002
                               today                           fifteen            two     thousand   two    in   the presence

 of the two      undersigned     witnesses        in     the          of Nuevo
                                                               city               Laredo     Tamaulipas




                                                                           Illegible


                                      Mr EDUARDO LONGORIA THERIOT

                                                               TRUSTOR




                                                               TRUSTEE

                                                 BANCA AFIRME                    S.A

                                FULL-SERVICE                   BANKING         INSTITUTION

                                            AFIRME FINANCIAL GROUP

                                                   Fiduciary Division

                                                         Represented       by



                                 Illegible                                                                 Illegible


LIC ADRIAN JORGE LOZANO LOZANO                                                         LIC     MARTHA              BEATRIZ

GARZA

         FIDUCIARY DELEGATE                                                                  LONGORIA

                                                                                       FIDUCIARY DELEGATE




                                 Illegible                                                                Illegible


                    WITNESS                                                                   WITNESS

 MARTA            MONTELONGO                 GARZA                         PEDRO           RAMIREZ           DE        ALBA
ALDAPE




                                                                                                                                   01252
                                                                    II

                                                                 krcti




January             122015


Certillccthon

                                             Park      IP   Translations




This      is   to   certify   that  he attached  translations are to the best of my knowledge
and        belief         true   and accurate Ironslation from Spanish into English of the
Private         Agreement




Sarah          Dunham
                                                                                                tATSTI
Project         Manager                                                          ttaty.puiic
                                                                                                 Sta1901    NBWYOIk

                                                                                      N.O1SM36S
Project    Number S1iGOJ5O1.OO3                                                      Ou1th In js Qonty
                                                                                 mni$IOfl      Lpk   Jtrn    50




                                            15      37th    Street Bth   Floor

                                                 New    York NY 10018
                                                    212.581.8870

                                                       PorklP.COm




                                                                                                                      01253
EXHIBIT




          01254
                                                                   Case     Number 414270


 IN   THE ESTATE OF                                                                   IN    THE PROBATE                       COURT
 DOROTHY         LOUISE LONGORIA                                                      NUMBER ONE
 DECEASED                                                                             HARRIS COUNTY TEXAS



                                                     Affidavit of           Dr      Carlos        Gabuardi


 STATE OF TEXAS


HARRIS        COUNTY

            BEFORE           ME      the    undersigned             authority        on    this    day     personally          appeared        Carlos       Alberto


Enrique      JosØ Lorenzo            Gabuardi         Arreola            who   being by           me     first   duly sworn         stated      the   following


                      My         name     is   Dr     Carlos Alberto Enrique                      JosØ Lorenzo               Gabuardi      Arreola          PhD

am    over   twenty-one            years       of age       of sound         mind         and     qualified        to   make      this   affidavit               have


personal     knowledge            of the facts        stated       herein    and     am                          to testify     thereto
                                                                                           competent


                           have     been       retained                 counsel for Shelby
                                                              by                                         Longoria        as       consultant          and    expert


witness on Mexican                law in the above-titled                  action



                      In    connection          with       this                           have      been
                                                                   engagement                                requested to address                several       legal



questions     under        the    context      of      Spanish           language     document named                     Acuerdo          Privado           signed


by   Mr    Eduardo     Longoria            Theriot and            Ms      Adriana     Longoria            Kowalski


                     Based                      review       of documents
                                   on     my                                          and       my     expertise        in    Mexican      law          have      the



following     opinions



                             The     Jurisdiction           and         Mexican      Law        clause     in the       Acuerdo          Privado         referred


                             to   above        is    valid        and     enforceable                             under       Mexican
                                                                                                agreement                                    law and         more

                             specifically           under         the    authority    of the         Civil       Code                     in    effect      in    the
                                                                                                                             currently


                             State      of Tamaulipas




                            By      the     fact    that     Ms          Adriana     Longoria            Kowaiski            actually     did    execute          the


                            Acuerdo            Privado            referred     to   above         she expressly and              voluntarily          submitted




                                                                                                                                                                        01255
                           herself       to    the      exclusive         jurisdiction              of    both      Mexican           law        and      the     courts


                           located        in      Reynosa              Tamaulipas                   Mexico              waiving                     other         venue
                                                                                                                                        any

                           whatsoever




                           Under     the       terms of the Jurisdiction                      and    Mexican            Law        clause    in the        Acuerdo

                           Privado            referred     to    above          the       parties    therein       expressly          stated       their intent         to


                           bar the       issuance of any                law         regulation        or    provisions             in jurisdictions             outside



                           Mexico        therefore         barring        the applicability                of any judicial            acts       taken    outside       of


                          Mexico



                          Under      the       terms of the Jurisdiction                      and     Mexican            law clause          in the        Acuerdo

                          Privado         referred        to    above          the    parties therein            expressly           agreed       not    to   perform

                          acts    outside        Mexico              which      would impose                the     performance              of acts          different


                          than the purposes                for       which          the    Acuerdo              Privado        is    authorized            or    which


                          would      affect       the     rights       of the        Acuerdo             Privado             based    on     laws        outside       the


                          jurisdiction          of Mexico




                          If    Mr   Shelby          Longoria             is    sued        upon     the        basis    of the        Acuerdo                Privado

                          referred               above          he                  seek             enforcement               of                                     and
                                          to                           may                   the                                     the     Jurisdiction


                          Mexican         law clauses            styled        in   such     agreement



                                                                 BACKGROUND

                        have    studied        practiced         and      taught law in Mexico                     and       the    United        States      for     over



30   years   received           License in Jurisprudence                       from Universidad                  de Monterrey               in    1981          Master



of Laws      LL.M          with    distinction            from        Tulane          University           in    2001        and       Doctorate              of Laws



Ph.D      from     Tulane       University         in    2007                true     and     correct       copy        of   my      resume        is    attached       to



this Affidavit     as   Exhibit



                        have    taught        law in various            law schools in Mexico                       and       the    United        States         Since



1983      have   held research           and     teaching positions                   at   several       other     universities         in       Mexico         and    the




United    States    For        example            have         been            member          of the       National           Researchers               System         of




                                                                                                                                                                             01256
Mexico       since      2008          served as Professor                    of   Law     and     researcher           at    the    Instituto            Tecnologico


de    Estudios       Superiores           de    Monterrey         in    Mexico            1998-2011                acted           as    the    Head          of the       Law


Department          and     served as Professor                 of    Law      at   the   Universidad             de    Monterrey               in      Mexico        1990-


 1993        was       Visiting       Professor            of   Law    at    St     Marys       University         School           of    Law           in   San    Antonio


Texas      1993-1994                and        held    Adjunct         Professor          of     Law       positions          at     both          The        Washington


College      of     Law        American University                      Washington                  D.C     Summer                 1994            and        Universidad



Regiomontana              in   Monterrey              Mexico         1983-1985                 As        professor                 have        taught          courses         on


Comparative            International                 Law        Private           International            Law              Public         International                  Law

International        Business         Transactions               and    the       Legal        Framework          of Doing Business                           in    Mexico


           others
among


                           have    maintained               law practice            since      1980      in various          companies              and       law firms



currently        practice      law    at       Gabuardi         Abogados            in    Monterrey          Mexico                since       2004                have    also



worked      as      lawyer        in the legal         department            of the World Bank               in   Washington                   D.C 1994-1996


and   as   both       Corporate           Legal Manager               and     the Assistant           Secretary             of the Board                of Directors           of



Grupo Gamesa                   Mexican           manufacturing              company            1980-1985                My         law     practice            focuses         on



Corporate         Law       Contracts            Business         Transactions                 Private      International                Law            as    well        as   in



International       and     Domestic            Litigation



                            am       member of              several         legal    professional          organizations                 in    both          Mexico        and



internationally           including            the   Barra      Mexicana            de    Abogados              Colegio            de    Abogados                   CapItulo



Nuevo      Leon the Mexican                      Bar Association                  Nuevo        Leon       Inn      where                was        the       Chair of the



International        and       Comparative             Law Committee                     the    Colegio      de        Abogados               de    Monterrey              the



Monterrey         Bar Association                    the   Academia           Nuevo         Leonesa        de     Derecho               Mercantil the                Nuevo


Leon Academy               of Commercial                   Law    the       Asosiacion           Nacional         de        Abogados               de    Empresa the




                                                                                                                                                                                    01257
National        Association              of Corporate                  Lawyers             the    External Advisory                     Board     of   NAFTA              the   Law

and   Business              Review            of   the      Americas                the    Mexican             Academy             of Private              International          and



Comparative             Law Academia                        MØxicana de                   Derecho         Internacional             Privado                Comparado               the



Mexican         Association               of Private               International               Law       Professors            the       Asociaein                Mexicana          de


Profesores        de        Derecho            Internacional                                   and    the      International                                of Comparative
                                                                          Privado                                                        Academy


Law         also        was       part        of the      group         that    founded            the    US-Mexico             Bar Association                    and    later     on


served as       its   Mexican            co-chair           of the Legal Education                       Committee


                         Further                   have          served        on        the                                            Board         of     the       Centre      for
                                                                                                 Regional         Advisory


Conciliation          and     Arbitration              of St       Marys            University           School      of    Law          San     Antonio            Texas        also




co-planned            and     administered                                           titled       Joint         Venture                  Transnational                            and
                                                                  program                                                                                              Study



Training Program for                      U.S         and        Mexican            Business          Lawyers           held       at    the    St Marys               University



School     of   Law         and    Universidad               de Monterrey



           10           During           my        academic             career           have      published        more than 20 academic                           articles      and



two   books        in       both      Mexico           and        abroad            on    topics      including           Commercial Law                         and     Business



Transactions            Private          International              Law        and       Comparative              Law       Most recently                   the    Puerto Rico



Supreme         Court         cited       my        article        on     forum           non conveniens                  titled        Entre         Ia    jurisdiccin             la




competencia                  el    forum           non conveniens                        originally           published        in       the     BoletIn          Mexicano          de


Derecho      Comparado                   in    2008         in    its   opinion           deciding            whether     to                               the    common-law
                                                                                                                               incorporate



doctrine    of forum              non conveniens                  in    Puerto Rico



                                                                               IL    OPINIONS


           11           The        first       part      of the          4l Clause               in   the      Acuerdo             Privado             Jurisdiction and



Mexican      Law             reads        as    follows            This         Agreement                is   established          under        the    jurisdiction             and




                                                                                                                                                                                         01258
laws         of the United                 Mexican            States          Therefore          the    parties        exclusively               submit         to   the    laws of



Mexico             thus     they expressly                 waive       the    application         of any        Law           regulation           provision           or    rule    of



any     jurisdiction              other         than       Mexico          which         might    correspond             to        them due           to     their     residence



paternity             citizenship            domicile          kinship        or    commercial          relationship


                 12            Then        as        corollary       to    that    provision          the parties       set        forth    that   as        consequence             of



their       submission            to      the jurisdiction             and    the        laws of Mexico            the        parties           submitted        to    the    courts



located          in   Reynosa             Tamaulipas Mexico                        to    hear cases      relating        to the           interpretation              disputes       or




any     other         aspect     related        to    the     Afirme         Trust            This language            ties    together           the parties          choice of



law     and        choice        of       forum         and    this       linkage        makes        clear     that    the         choice        of forum            extends        to




disputes           about        the       Acuerdo              Privado              Accordingly           any      claim             by     Ms        Adriana              Longoria



Kowaisky               to      receive          payments            under          the    Acuerdo             Privado               or     alternatively              to    receive




payments              beyond          what        the      Acuerdo           Privado            provides        for would                  be    subject        to    the    forum



selection          clause       under        Mexican          Law

                 13            The     4th      clause        has          second         paragraph           whereby          the        parties       to    the      Acuerdo


Privado               created             legal       wall         barring        any     intrusion       from         non-Mexican                  law         regulation          or




provisions            of any      sort       seeking to               impose         restrictions       or     impose         performance               of acts other          than



the   ones set forth                 in    said      instrument            ii      impose       any    duties     or tax           burdens         other      than those            set



forth       by     Mexican             Law        iii any            act     of expropriation                 limitation            confiscation              re-possession



disposal         or     any     sort freezing                 or    any    other        act   which may have                  an    effect       on   the     rights        derived




from        such      Acuerdo             Privado             adding that           in    any    circumstances                the jurisdiction               and      legislation



of Mexico             shall     be     applied        to    such     Acuerdo             Privado         under         the    terms of the              first    paragraph of



the   4th    clause




Emphasis           added       by Affiant




                                                                                                                                                                                          01259
                    14             This provision                     shows           the        parties           intent       not to         seek        any        provisions                   from         U.S


 court        which         would           affect        the parties                 rights        under        the      Acuerdo              Privado


                    15             The              clause           of the           Acuerdo               Privado              fully         complies               with the               Code       of Civil



 Procedure                of the State                  of Tamaulipas                       which          under       the                            of Article               1792 sets              forth       that
                                                                                                                                authority



                                                        the    only type of jurisdiction
 territorial          jurisdiction                is
                                                                                                                       upon which                  the parties to                  an agreement                 may


 agree


                    16             There           are        similar            provisions                 in      other            Mexican              Statutes             providing                  for        the




 possibility              of entering               into       agreements                    on      territorial                                       and       Mexican                  Federal          Courts
                                                                                                                          jurisdiction



 have       settled         case law on                  this      matter             For example an express                                  clause        to     extend jurisdiction                         takes



 place        when          the parties                               and                                     waive          other                                            which                                   be
                                                    clearly                      categorically                                             jurisdictions                 to                    they       may

 entitled           and     designate              the      court         to     which           they want to be                     submitted             either                                               or
                                                                                                                                                                          through                  public



private         document.3                 Moreover                  if        defendant submitted                           himself to the courts                            of        named                     this
                                                                                                                                                                                                      city



fact     is   sufficient            to                                                to those            courts       as    allowed
                                           assign        jurisdiction                                                                          by     applicable               legislation.4



                17                Furthermore                  the        agreement                 in the       4h clause second                          paragraph                 of the Acuerdo



Privado              imposes              on      the       parties         the       obligation              to     refrain          themselves                 an       obligation                  not       do


  Article        179      of     Code      of    Civil      Procedure            of   the        State     of Tamaulipas               Territorial          jurisdiction             is      the   only               of
                                                                                                                                                                                                           type

                     upon        which      the    parties      to    an agreement                may agree
jurisdiction
  Question          on    Jurisdiction            175/81        Controversy                between         the   Second         District      Court        in the     State        of Morelos         and      the

District      Court inthe               State    of Hidalgo               February          29 1984          Majority           of   three    votes        Dissenting              opinions           Gloria

LeOn      Orantes         and     Jore     Olivera       Toro         Writer of            the    Opinion        Mariano         Azuela        Gtitron             Clerk       Jaime          MarroquIn
Zaleta        Supreme            Court of         Justice     of   the     Nation          Third         Chamber             Weekly
                                                                                                                          Judicial                        or the      Federation              Seventh

Epoch         Volume 181-186                     Fourth Section                Page        108      Registry        Number 240245                     Isolated        thesis         Subject        Matter
Civil      See      Exhibit

  Question           on     Jurisdiction           78/84           Controversy               between          the    Fourth          Civil     Court        of     the    State         of    Puebla      and        the

Twentieth           Civil        Court     of     the    Federal          District          May 30            1985           Five votes            Writer        of   the     Opinion              Ernesto      Diaz

Infante        Clerk        Tarcicio            ObregOn       Lemus              Supreme           Court of        Justice      of   the     Nation       Third       Chamber                Judicial     Weekly
or the    Federation               Seventh         Epoch           Volume 193-198                    Fourth Section                  Page     31      Registry           Number 240103                    Isolated

thesis        Subject       Matter         Civil        Seventh           Epoch            Report        1985      page      16 Question             on   Jurisdiction             153/84           Controversy
between        the     Forty Third              Civil    Court of          the    Federal          District      and      the   Forth        Civil    Court of           First Instance             of TorreOn

Coahila         May 30 1985                     Five Votes            Writer          of   the    Opinion          Ernesto       Diaz Infante              Clerk         Tarcicio            Obregn        Lemus
See Appendix                to    the           Weekly or the Federation
                                         Judicial                        1917-1985 Ninth Section Thesis                                                                       14 page         25 authorized
under         the      heading             CIVIL  JURISDICTION         BY SUBMISSION       EXTENSION                                                                               OF        TERRITORIAL
JURISDICTION                     AUTHORIZED                   BY      LAW             See        Exhibit




                                                                                                                                                                                                                           01260
 from          seeking to affect                    the        rights       of the Acuerdo                    Privado              based       on law        outside         of Mexico              The


 parties         therefore                                    for    example            not     to     file        lawsuit            in   Texas                                                        of
                                        agreed                                                                                                            seeking the              application



 Texas          law to their rights under                                 the   Acuerdo              Privado


                  18               The Supreme Court of Mexico                                         has stated            that     an obligation                 not to        do       something


 is     continuous               and    enforceable                   for the parties to                an agreement.5



                  19              If   Mr          Shelby Longoria                      is   sued upon the basis                         of the Acuerdo                  Privado             referred



 to     above           he       may         seek         the       enforcement               of the          Jurisdiction               and     Mexican             Law          clause     in    such



 agreement              against           Ms         Adriana               Longoria           Kowakski             based           upon        the    principle          set forth          in   article




 12596          of the Civil             Code of Tamaulipas                             that                       that       the                    to      contract           are bound not
                                                                                                provides
                                                                                                                                           rtps


 only to the contractual                            terms           set    forth    thereby            but also          to the                 ications        of the same according



to their         own         nature       according                  to    good     faith       usages           and     the       law



                     declare           under        penalty of perjury                       under         the   laws of the                                 Ettes     of America that the



foregoing              is   true       and        correct




                 FURTHER                  AFFIANT SAYETH                                 NOT


                                                                                   Dr    Carlos Alberto                                                                 Gabuardi            Arreola




     Direct     Amparo           67647/58           Juan       Bringas        Zamora         October        14    1959        Five votes          Writer of      the    Opinion        Mariano

RamIrez          VÆzquez Supreme Court of Justice of the Nation                                               Third     Chamber            Judicial       Weekly       or the     Federation
Sixth         Epoch Volume XXVIII Fourth Section Page 224                                                   Registry         Number         271744          Isolated     thesis       Subject

Matter         Civil        See    Exhibit

 Article         1259       of   the   Civil      Code of Tamaulipas                    All     contracts         are    perfected         merely by consent             unless      they    required

to    observe        formalities        set       forth       by    statute      Contracts       are    binding         to   the   parties      thereto     since    they    are    perfected       and

they     are    bound       not    only      to    the    contractual           terms   set    forth       thereby      but    also    to the    implications          of   the    same     according
to their       own    nature       according             to   good     faith     usages and          the    law




                                                                                                                                                                                                             01261
       SUBSCRIBED         AND SWORN TO BEFORE ME                  this    13th1
                                                                                  day   of January 2015   to   certif


which witness   my hand   and   seal   of office




                                                             eLkS /11naA4
                                                   Notary    Public aZ74 State    of



                                                   Printed   Name        _________________________

                                                   My   Commission Expires
                                                                                        ____________________




                                                                                                                        01262
EXHIBIT




          01263
                                                     Executive               Summary                      Curriculum                    Vitae

                                                                  Dr     Carlos           A.Gabuardi                        Ph.D

 Dr     Carlos                   Gabuardi                   Lic    Jur LL.M Ph.D                          is         practicing          lawyer            He   holds         License

 In    Jurisprudence                       from            Universidad             de     Monterrey                         Master       of    Laws         with        distinction

 from       of    Tulane              University                  and        Doctorate               of    Laws           Ph.D           from        the    same        university
 Doctor          Gabuardi                  has published                 several          articles         in       Law        Reviews         and      Journals         in   Mexico

 and abroad                   He      is   currently                member              of the       National             Researches            System           with    Level




 Dr Gabuardi                  was               lawyer        in the      Legal          Department                  of   the World    Bank Washington D.C
 Corporate              Legal         Manager                and    Assistant             Secretary             of    Grupo        Gamesa He was Professor of

 Law and researcher at the Instituto Tecnolgico     de Estudios  Superiores de Monterrey
 Head of the Law Department   and Professor  of Law at Universidad de Monterrey   Visiting

 Professor             of     Law           St       Marys          University             School          of       Law        San      Antonio            Texas co-planner
and     administrator                       of                                                 Venture                    Transuational                           and
                                                     the     program               Joint                                                              Study               Training

Program            for        U.S          and       Mexican            Business           Lawyers      St Marys University  School of Law

and     Universidad                     de       Monterrey                   Adjunct           Professor of Law The Washington   College of

Law         American                  University                  Washington                  D.C         Adjunct              Professor           of      Law     Universidad

Regiomontana                          Member                 Regional          Advisory               Board            of    the     Centre          for    Conciliation            and

Arbitration              of      St    Marys               University         School           of   Law         San Antonio               Texas



He     Is         member                   of        the     Mexican           Bar        Association                     Nuevo         Leon       inn      member             of    the

Monterrey                Bar          Association                   Coleglo              de     Abogados                  de Manterrey member   of                                   the

Academia                Nuevo                Leonesa               de     Derecho               Mercantii                 The Nuevo Leon  Academy                                       of

Commercial                    Law               Asoslacin               Nacional                de        Abogados                 de    Empresa                A.C      National
Association              of      Corporate                  Lawyers            member                of   the        US          Mexico        Bar Association                where
he     was        the       Mexican                   co-Chair          of    the        Legal        Education                  Committee               member           External

Advisory           Board              de     NAFTA                Law and Business                        Review            of    the    Americas            member            of the

Mexican            Academy                      of     Private          International                 and            Comparative               Law          member            of     the

Mexican           Academy                  of    member             of the     International                   Academy             of    Comparative              Law

Former           President                 of    Province           XXVIJJ          of the       International                   Legal    Fraternity             Phi     Delta      Phi

He was              member                  of       the     Editorial         Board           of    the       National            Section         of    the     newspaper            El

Norte         Grupo                Reforma                    and       he     represented                      Monterrey                Tech        before        the        Justice

Consortium                  of    the        Eurosocial                 Program               and     he       is    also        Co-Secretary              and          numbered
member            of     the       Group              of    the     100       of    the       Ceter       for        Legal       Innovation              Development                and

Research            for          Latin-America                      Garrigues                    Tec       de        Monterrey                Dr        Gabuardi          has       also


produced           and           conducted                  los    talk-shows              The        World            of    Law and           the      Law      in the       World
                         Tec          94.9           FM      and        Law        and     Justice             AW         Noticlas        1280        AM

Dr Gabuard has taught courses on Comparative    Law Private International                                                                                          Law        Public

International Law and International Business Transactions  and The    Legal                                                                                        Framework
of    Doing       Business



Dr Gabuardis                     law       practice           focuses         on     Corporate                 Law        Contracts Business                     Transactions

as well      as    on       international                    and     Domestic              Litigation




                                                                                                                                                                                             01264
EXHIBIT




          01265
 Jurisdiction                      Express voluntary extension                                     The        clause            of the       document           in    which


 that       is
                  written            cannot           be applied         to    circumstances                         other that                those      set    forth      by


 such       clause


 Article           23         of    the     Federal          Code        of    Civil           Procedure                    sets        forth      that       territorial



 jurisdiction                 may be extended                  by        mutual           consent               of the parties                   either
                                                                                                                                                              express         or



 implied                       voluntary          express       clause        to    extend               jurisdiction                or      express      extension           of


jurisdiction                  as    it   has      been       improperly            been            called            takes                      when          the
                                                                                                                                     place                           parties




 concerned              clearly          and     categorically           waive           to    the jurisdiction                         to   which                         be
                                                                                                                                                         they        may

 entitled         and         accurately          designate         the court            to    which            they        want        to    be submitted              The


 decision          of                                                               be        stated
                              extending           jurisdiction           may                                    either          in           public      or          private



document                  Now            ever     since      jurisdiction           is
                                                                                               procedural                  requirement                 that     is      sine



qua      non        requirement                  to    begin     valid        legal           process                it    is    without                question        that




jurisdiction             can        only    be        extended       when          the terms                  set    forth       in     such extension               clause



take    place                  cannot       be                   that     the court                                                to
                         It
                                                  accepted                                         is
                                                                                                         empowered                       arbitrarily          apply    such



clause       to    circumstances                  different               those          included                    the                                             would
                                                                 that                                           in              same          because         that



create           procedural              uncertainty           and     would             trigger                    larger       number           of disputes              on


jurisdictional                issues




Question on                   Jurisdiction            175/81         Controversy                   between                the    Second         District        Court      in




the    State       of Morelos                   and    the    District        Court           in        the    State        of Hidalgo                  February           29

1984         Majority               of three votes              Dissenting               opinions                    Gloria          Leon       Orantes         and    Jore



Olivera           Toro              Writer        of the        Opinion             Mariano                    Azuela            Gtlitron               Clerk        Jaime



Marroquin               Zaleta           Supreme          Court of Justice                    of the Nation                     Third        Chamber             Judicial



Weekly            or the        Federation               Seventh         Epoch            Volume 181-186                                Fourth        Section         Page


108      Registry              Number 240245                   Isolated        thesis               Subject           Matter            Civil




                                                                                                                                                                                   01266
                                                     Suprema              Corte de Justicia                          de    Ia    Nacin




SØptima Epoca                                                                                                                                NUm de                  Registro              240245

 Instancia                      Tercera        Sala                                                                                                                            Tesis       Aislada

Fuente                          Semanario            Judicial        de    Ia       FederaciOn

                             Volumen            181-186            Cuarta            Parte                                                                                Materias               Civil


Tesis

PÆgina                          108




COMPETENCIA PRORROGA VOLUNTARIA                                                     EXPRESA             LA CLAUSULA                   DEL        DOCUMENTO                      EN    EL     QUE      SE

HAGA CONSTAR                      NO PUEDE            APLICARSE                 SUPUESTOS                 NO         PREVISTOS              EN ELLA


El   artIculo    23        del     Cdigo       Federal        de     Procedimientos                     Civiles           dispone                 Ia     competencia                   territorial
                                                                                                                                         que
es     prorrogable               por      mutuo           consentimiento                  de      las     partes               expreso                tÆcito              La     prrroga              de

competencia                voluntaria          expresa               prrroga              de   jurisdiccin                                     coma           impropiamente                      se    le
                                                                                                                               expresa
llama tiene           lugar           cuando    los       interesados           renuncian               clara         terminantemente                         at    fuero que           Ia
                                                                                                                                                                                             ley      les


concede              designan            con    toda        precision          al   juez          quien se someten                          Esta       decisiOn            de                          Ia
                                                                                                                                                                                 prorrogar

competencia                puede          hacerse         constar         en        instrumento                 piblico               privado             Ahora                bien     como           Ia



competencia                es    un     presupuesto            procesal             es     decir        un      requisito          sin      el   cual         no     puede           iniciarse         ni


desenvolverse vlidamente                             un   proceso         es    inconcuso               que     Ia    misma no puede                     tenerse par prorrogacla

en   forma       expresa                sino   cuando         se     actualicen             los     supuestos                  previstos          par         los    interesados              en       Ia


clusula      del      documento                en     que    acordaron                    prOrroga              Na        es    posible      aceptar                que    es    facultad          del

juzgador        Ia    de         aplicar        su    arbitrio       dicha          clÆusula                 casos        distintos         de     los                    mencionen           en
                                                                                                                                                              que                                      Pa



misma pues                ello    crearla      una    situaciOn           de incertidumbre                    procesal              darla        pie     al
                                                                                                                                                               planteamiento                  de un

mayor niimero de                   conflictos        competenciales



Competencia               175/81          Suscitada          entre    los       Jueces Segundo                       de    Distrito       en     el    Estado             de    Morelos               de
Distrito   en        el    Estado        de    Hidalgo        29     de    febrero          de      1984 MayorIa                   de       tres      votos           Disidentes             Gloria

Leon    Orantes                 Jorge     Olivera         Toro Ponente                   Mariano          Azuela GQitrn                     Secretario                Jaime          MarroquIn
Zaleta




                                                                                                                                                                                                            01267
EXHIBIT




          01268
 Civil      Jurisdiction                   by    Submission                  Extension             of     Territorial                Jurisdiction



 Authorized            by    Law

 If the defendant                submitted       himself      to the courts          of      named                in    the event          of breach
                                                                                                          city




 of any     of the obligations                  entered       into       Deed of Mortgage                      this    fact     is   sufficient         to




 assign     jurisdiction              to         given       court      if   the                          of     the                             courts
                                                                                     legislation                         competing


acknowledge             the principle            the    it   is      court    of competent                                    the    one    to   which
                                                                                                    jurisdiction



the    parties     submitted           themselves            expressly        or impliedly         when        that jurisdiction                 can    be



waived                principle            which       is
                                                            applicable         if   there    was         an    extension             of    territorial




jurisdiction          as authorized             by the      law

Question         on    Jurisdiction             78/84        Controversy            between        the    Fourth        Civil        Court of the


State     of Puebla          and the Twentieth Civil Court of the Federal District                                                                1985
                                                                                                                               May 30

Five      votes       Writer        of the Opinion                Emesto       Diaz       Infante             Clerk      Tarcicio          Obregon


Lemus         Supreme             Court of Justice of the Nation                       Third    Chamber                Judicial           Weekly        or



the      Federation                Seventh         Epoch             Volume         193-198          Fourth            Section            Page         31


Registry      Number 240103                      Isolated      thesis        Subject      Matter         Civil



Seventh Epoch



Report 1985             page        16       Question        on   Jurisdiction            153/84          Controversy                between           the



Forty      Third      Civil        Court of the Federal                  District      and     the      Forth         Civil    Court        of     First




Instance      of TorreOn               Coahila              May 30 1985              Five      Votes           Writer         of the Opinion


Ernesto     Diaz Infante                   Clerk Tarcicio            Obregn         Lemus




See Appendix                to    the Judicial          Weekly        or the Federation              1917-1985                 Ninth Section

Thesis      14 page              25        authorized        under      the    heading         CIVIL JURISDICTION                                      BY
SUBMISSION                   EXTENSION OF TERRITORIAL                                      JURISDICTION                   AUTHORIZED

BY    LAW.




                                                                                                                                                             01269
                                                         Suprema              Corte             de Justicia            de     Ia     Nacin




 SØptima Epoca                                                                                                                                   Nm       de Registro                240103
 Instancia                        Tercera           Sala                                                                                                                Tesis        Aislada

 Fuente                           Semanario              Judicial        de        Ia    Federacin

                                  Volumen             193-198           Cuarta                Parte                                                                Materias              Civil


 Tesis

 PÆgina                           31




COMPETENCIA                       CIVIL          POR SUMISION                PRORROGA DE                      LA COMPETENCIA                         TERRITORIAL         AUTORIZADA
POR LA LEY


Si   Ia   demandada                    se    sometl         los   tribunales                  de una       ciudad para             el    caso    de incumplimiento              de     alguna
de     las       obllgaciones               contraidas      en    una        escritura              de hipoteca             esta circunstancia             basta                establecer
                                                                                                                                                                       para
Ia
     competencia                      silas      legislaciones         de     los       Estados         cuyos       Jueces         compiten           reconocen         el                 de
                                                                                                                                                                              principio

que         es     Juez       competente              aquØl       aI    que        los        litigantes      se     hubieren             sometido       expresa              tÆcitamente
cuando             se     trate             de   fuero     renunciable                                                     tiene                               hubo                        de
                                                                                              principio       que                        aplicacin        si
                                                                                                                                                                             prrroga

competencia                territorial            autorizado           por    Ia    ley



Competencia                   civil        78/84     Suscitada          entre           los    Jueces       Cuarto de          lo       Civil   de   Puebla     Puebla              VigØsimo
de     lo    Civil      del      Distrito         Federal        30     de    mayo             de     1985         Cinco     votos          Ponente        Ernesto           DIaz    Infante

Secretario Tarcicio                         Obregn       Lemus


SØptima            Epoca


Iriforme           1985 pÆgina 16 Competencia                                  153/84                Suscitada       entre         los    Jueces      CuadragØsimo            Tercero de
lo   Civil       del    D.F            Cuarto de         Primera        Instancia               de    lo   Civil    de Torren               CoahuUa       30    de                  de 1985
                                                                                                                                                                       mayo
Cinco        votos        Ponente                Ernesto DIaz Infante Secretario Tarcicio                                     Obregon            Lemus


VØase ApØndice                        al    Semanario      Judicial          de           Federacin              1917-1985               Novena       Parte    tesis    14     pÆgina     25
bajo        el    rubro       COMPETENCIA                   CIVIL       POR SUMISION                        PRORROGA                DE     LA COMPETENCIA                TERRITORIAL
AUTORIZADA                 POR LA LEY.




                                                                                                                                                                                                 01270
EXHIBIT




          01271
 Obligations              not     to    do         Value         of the        same

 An    obligation           not    to     do       is     continuous             its    value         is    valued        by the harm damages                           caused



 by    its
             infringement                because              under       article           2028     of the Civil Code                  it    is   set   forth      that the



 one     who       is    obligated            not       to   do something                    shall    be subject           to    the    payment              of the harm


 and     damages           caused             by    its      breach       and     if        there    is       material                                       the creditor
                                                                                                                                construction



 may      require         that    such        construction              be      destroyed             at    the cost       of the party               that       caused         the



breach         therefore           when             the defendant                 fail        to   comply           with       its    main         obligation            not     to




compete            with     plaintiff          in selling           milk        products             within          given        time       frame the value                     of


the    main obligation                   is
                                               represented              by the damages                       that    was        caused         that      is      that     is    the



privation          of the benefit                  profit        or gain        that         caused the unfair competition                                       value         that




should        be        considered             as       the     basis     to     quanti1y             the                                                   in     the
                                                                                                              penalty           agreed        upon                           third




clause       of the contract                                  which       the cause                of action              based                                                not
                                               upon                                                                  is
                                                                                                                                         Therefore                 it    is




accurate       that        in    the obligations                    not    to    do         there     is    no      principal         obligation                 refraining



such      conducts          is    the cause               of the agreement                     and     it   reason        to    exist                                   in     this
                                                                                                                                             additionally



case      the party          to    the agreed                  clause     was          entered         with                                    or                                of
                                                                                                                    independence                      authonomy


the    agreement            for    the dissolution                     and      liquidation                of the company                and         that     is   the best



evidence       that the           amount            of       capital    stock          is    not the value            of the main obligation


Direct       Amparo              67647/58                    Juan      Bringas              Zamora            October            14      1959               Five        votes


Writer       of the Opinion                    Mariano              RamIrez             VÆzquez Supreme                              Court of Justice                   of the


Nation        Third        Chamber                      Judicial       Weekly               or the         Federation                Sixth     Epoch               Volume


XXVIII             Fourth         Section               Page           224        Registry                 Number 271744                           Isolated             thesis



Subject      Matter             Civil




                                                                                                                                                                                      01272
                                                        Suprema               Corte de Justicia                            de      Ia    Nacin




 Sexta        Epoca                                                                                                                                     Nm de               Registro              271744
 Instancia                     Tercera            Sala                                                                                                                             Tesis           Aislada
 Fuente                        Semanario                 Judicial        de       Ia   FederaciOn

                               Volumen             XXVIII Cuarta                       Parte                                                                                  Materias                Civil


 Tesis

 PÆgina                        224




OBLIGAC1ONES                    DE NO HACER VALOR                            DE LAS


La    obligacin           de     no    hacer        es    de tracto           sucesivo                su valor           es     el   daæo                                         se        causa con
                                                                                                                                                        perjuiclo       que                                 el

hacer     correlativo             pues       el    articulo        2028       del       Cdigo            Civil      establece                      el           estuviere                                  no
                                                                                                                                         que              que                      obligado

hacer     alguna          cosa         quedar             sujeto        al    pago          de   daIios                 perjuicios             en       caso     de     contravencin                        si


hubiere       obra material                  podrÆ                      el    acreedor                         sea      destruida                  costa        del
                                                              exigir                             que                                                                   obligado               por tanto
cuando        el    demandado                falt        al    cumplimiento                 de   Ia      obligacion             principal           de     no    competir              al    actor    en    Ia


yenta        de     productos               lÆcteos            dentro         de       cierto         plazo             el    valor           de     Ia                                                estÆ
                                                                                                                                                            obligacin              principal

representado              por     el   del    perjuicio           que    le    caus              sea          Ia   privacin             del    beneficio              utilidad              lucro           le
                                                                                                                                                                                                     que
ocasion            con          competencia                   desleal     mismo             valor                   debe      servir          de    base para                cuantificacln                 de
                          Ia
                                                                                                         que
Ia
      pena         convencional                   pactada         en     Ia       clÆusula               tercera             del        contrato           fundatorlo              de        Ia     accin

Consiguientemente                      no     es    exacto que               en    las   obligaciones                   de    no        hacer       no     existe      obllgacln              principal
los   actos        de    abstencin                son    el    mvil     del        pacto                  razOn         de    su                                adems         en
                                                                                                    Ia
                                                                                                                                        existencia                                     Ia    especie        Ia



pactada       pudo        celebrarse              con     independencia                      autonomla                  del   convenio              de     disolucin               liquidacin              de
Ia    sociedad                 esto    es    Ia    mejor         evidencia             de    que         el        monto        del      capital          social       no    es    el       valor    de     Ia



obligacion          principal




Amparo            directo        6764/58            Juan         Bringas           Zamora                14        de   octubre            de       1959         Cinco        votos               Ponente
Mariano           RamIrez        VÆzquez




                                                                                                                                                                                                                 01273
EXHIBIT




          01274
                                                    CASE NUMBER                   414270


  IN     THE ESTATE OF                                                        IN    PROBATE              COURT NUMBER ONE
  DOROTHY             LOUISE        LONGORIA
  DECEASED
                                                                                                  HARRIS         COUNTY TEXAS


              FIRST      AMENDED COUNTERCLAIMS OF ADRIANA                                                      LONGORIA


 TO THE HONORABLE JUDGE OF                                   THIS    COURT

             COMES       NOW        Adriana        Longoria         as    Counter-Plaintiff and                pleads   the    following


 amended        counterclaims        in
                                          response      to   Shelby Longorias             Second       Amended        Contest of2O 10


 Will    or                                filed
                any   subsequently                 pleading        making     the     same     or      similar   allegations      against


 Adriana      Longoria        and      states   the   following          causes    of action        against    Shelby    Longoria        as



 Counter-Defendant



                                                             The    Parties



                      Counter-Plaintiff         Adriana        Longoria      Adriana              or   Counter-Plaintiff            is   an


individual       who    resides   in Harris        County Texas


                      Counter-Defendant            Shelby Longoria           Shelby            or   Counter-Defendant               is   an


individual       who    resides     in    Hidalgo      County        Texas         Counter-Defendant              commenced         this




action    and    has appeared          through        counsel       herein    so   this    pleading              be   served on     him
                                                                                                          may

through      his attorneys     of record



                                                             Jurisdiction



                      Pursuant    to      Subsection                         of the
                                                             32.001b                      Texas      Estates     Codes     and    other



applicable      law    the   Court     has jurisdiction         over the subject           matter of this civil action              The




FIRST    AMENDED         COUNTERCLAIMS OF ADRIANA LONGORIA                                                                       Page




                                                                                                                                              01275
   exercise        of pendent           and    ancillary          jurisdiction         over    these        counterclaims             is
                                                                                                                                            necessary to


   promote         judicial     efficiency          and    economy


                          The     Court        has    in    personam            jurisdiction         over         Counter-Defendant                    Shelby


  Longoria         by virtue ofhis filing on June                       182013         of Shelby Longorias                    Contest of 2010             Will



  and    his   subsequent                     of amendments thereto
                                  filing                                                In   addition general                 personal jurisdiction


  exists    because                                        has had
                              Shelby Longoria                            Continuous          and    systematic            contacts     with the State


  of Texas         and    specific      personal jurisdiction                 exists   because           this    action     arises    out       of contacts


  by Shelby Longoria                  with the State         of Texas          as   explained        below


                                                                          Venue


                         Pursuant to Sections 33.002                      and     33003       of the Texas             Estates       Code        the   venue


 of this action          is
                              proper



                                                           Conditions           Precedent


                         All conditions
                                                   precedent       to    Counter-Plaintiffs               rights to       plead and        to   prosecute


 these    counterclaims               and                          the
                                              to    recover              relief     requested        herein            have     occurred          or   been


 fulfilled




                                        Facts Applicable                 to All     Causes         of Action1


                         On                   1942
                               July                       Eduardo        Longoria        Eluardo also                         known        as    Eduardo


Longoria        Theriot        and                    Louise        Kowaiski
                                       Dorothy                                       Dorothy                    were    married       in the       City   of


Laredo       in    Webb       County Texas




               This petition          does not recite every fact on                    which       the    Counter-Plaintiffs                claims are
based      It is   intended only to be                    short   statement of the cause of action                        sufficient       to give      fair
notice   of the claim involved                      as required          by   TEx        Civ P.47

FIRST    AMENDED              COUNTERCLAIMS OF ADRIANA                              LONGOR                                                         Page




                                                                                                                                                                 01276
                          When           they   were    married          Dorothy        was              citizen        of the    United       States        of


  America         and        Eduardo was                         of the United
                                                     citizen                            Mexican            States        Mexico               but he had


  been                  in    the     United
          living                                  States    and        after    the    wedding             the     couple        initially     settled       in




 McAllen          Texas


                         The marriage of Eduardo                       and               was
                                                                              Dorothy                subject       to    the   laws of the State of


 Texas       including          the   law of community property



             10         Eduardo           and    Dorothy      had      four    children      all     of   whom          are    living Their names


 are



                                      Adriana      Longoria         Adriana              who         is   Counter-Plaintiff             herein


                                      Eduardo       Longoria           Jr     also   known          as   Wayo      Longoria         Wayo
                                      Sylvia     Dorsey     Sylvia


                                      Shelby Longoria            Shelby               who      is    Counter-Defendant                  herein


          11            Eduardo           and    Dorothy         amassed         considerable              wealth         through            variety      of


business activities             and      investments



          12            In the      1970s        Shelby began           to    work    in his                     businesses
                                                                                                parents                             and      he quickly


gained control           of them



          13         After he             gained    control       of the family businesses and                            investments            Shelby


controlled        his parents                                          flow of money
                                         by   restricting     the                               to       them      even       putting     them    on    an


allowance           and                    regulating       it   and                           them
                              strictly                                  by deceiving                      concerning            the status      of their


businesses and           investments            over which        he had        complete        control




FIRST    AMENDED             COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                   Page




                                                                                                                                                                  01277
           14              Shelby also manipulated                        his parents                with respect            to    their estate                               and
                                                                                                                                                          planning


 he induced          them     to enter        into various             transactions             which         were     shrewdly           calculated              by Shelby


 to   reduce     the   amounts           to    be inherited             by each            of Shelbys siblings                      and    to    increase             his     own


 share



           15              On    or    about       December              17 2002                Shelby          induced            Eduardo           to        enter    into




contract        entitled        Acuerdo            Privada or Private                           Agreement                  with Adriana                   Although             the



Private        Agreement              does not      state        that    it   includes           all    of the financial               benefits            that       Adriana



would ever           receive      from her father Shelby fraudulently                                         induced         Eduardo           to   believe           that the



amounts         to   be paid under             the Private              Agreement               would be               fair       allocation         of his estate as



far as    Adriana           was concerned                 The      truth       however                was      that    the      amounts          contemplated                  by


the    Private       Agreement                                                             would
                                               even      if   paid in         full                         represent          only        tiny       fraction           of the



value     of Eduardos             estate           Moreover              Shelby knew                   that    ultimately           he would have                     the     raw



                terminate the payments                           Adriana         should he choose                          do
power     to                                                to                                                        to           so and       that      she        probably


would     lack       the    resources necessary                   to    seek redress                 for   such       action



          16           According              to   the      terms of the Private                           Agreement               Adriana           was        to    receive




$150000          per   year       in    monthly           installments                of    $12500             until       she      had   received                    total    of



$2069100             plus    interest         thereon to be calculated                          at      rate    equal        to    75 percent of theprime



rate     published          by    the   Wall       Street        Journal             and    with        all    sums expressed and                         to    be paid        in




currency        of the United            States



          17           Shelby was not                    signatory            party        to   the Private           Agreement




FIRST    AMENDED              COUNTERCLAIMS OF ADRIANA LONOORIA                                                                                                        Page




                                                                                                                                                                                     01278
              18           Shelby        was however               named      in the        Private       Agreement              as    an individual     who


 was    responsible              to    see   that     the required       payments            to    Adriana       were       made by           the    Mexican


 businesses           and        Shelby did          in   fact    control     the   businesses that             generated the cash                  flow that



 was supposed               to   be used       to    make payments            under         the Private        Agreement


              19           Shelby expressly               assumed        the contractual                obligation     to   cause the payments                to



 be   made          and    for    some time Shelby caused payments                                 to    be made      to    Adriana but he             did    so




 fraudulently             as     explained      below


              19           The     Private     Agreement            created         trust    relationship            and    it    identified        Shelby as



     person who           was     to   serve   in     the role    of trustee        i.e managing              certain       property the Mexican


businesses           and       their   cash    flow                                 of another
                                                           for the benefit                                Adriana            Shelby accepted              this




role    and        thereby assumed                   fiduciary     responsibility            to    perform      the Private             Agreement


            20             Instead      ofperforming              his contractual       and fiduciary            duty to cause the businesses



to    pay   the     amounts            owed    to     Adriana       pursuant to the                Private     Agreement                Shelby used          his




fathers money               to   make payments               to   Adriana After             his father       died     Shelby used his mothers



money         to    make       payments         to    Adriana           Shelby knew               that   Dorothy       intended           for   Adriana       to




inherit       some         of Dorothys                                  he    both     defrauded                                 and
                                                     money         so                                        Dorothy                     interfered     with



Adrianas            inheritance          rights       by using Dorothys                money supposedly                     to    satisfy       contractual




obligations          under       the Private          Agreementwhich                was      not        signed by Dorothy               and   indeed does



not even           mention        Dorothy


            21            Eduardo        died on          January       26 2005       in     Webb         County Texas




FIRST       AMENDED              COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                    Page




                                                                                                                                                                   01279
           22         After the death of Eduardo                       Shelby continued               to    cause payments               to   be made



to    Adriana      but     he did      so deceitfully         using Dorothys                  money    to    make    the     payments              instead




ofusing      the   cash flow of the Mexican                   businesses as contemplated                      by the Private          Agreement


           23         Shelby        has lived        in    Texas      since      1979    and    he    was     living        in   Texas        when        the




Private     Agreement             was made


           24         Adriana          and    Eduardo        also     lived      in   Texas     when        the   Private        Agreement            was


made and        thereafter




           25         Shelby and Adriana had                   an informal fiduciary               relationship        under        which          Shelby



had       fiduciary        duty to see that Adriana                received the payments                    contemplated            by the Private



Agreement           The informal             fiduciary      relationship         between        Shelby and Adriana                 arose      in   Texas



pursuant     to    Texas         law


           26         Shelby and          Adriana also had an express fiduciary                            relationship          arising      under the



Private     Agreement


           27         In    or   around      October        2010      Shelby caused             the   payments         to    Adriana          to   cease



           28         Shelby did so with malice toward Adriana                                  based on          grudge          against      her and


without     legal justification              or   excuse



           29         Shelby caused               further   harm      to   Adriana       in   2012     shortly      after their       mother died



on April          of that year         by breaching            contractual            obligation      of which       Adriana          was           third



party     beneficiary



           30         The    obligation           was     set forth    in   an   agreement         dated October                   2007 between



Shelby and         Dorothy          The      agreement        was     in the     form of        letter      which    Shelby sent from his




FIRST     AMENDED           COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                      Page




                                                                                                                                                                01280
home      in   McAllen               Texas        to       Dorothy         at   her   residence in Houston                      Texas and which            Dorothy



then signed                In   the       agreement                Shelby specifically                    promised         that within          thirty   days       after




Dorothy         died          he would pay $100000                              to   Sylvia        and    $100000          to   Adriana


                           Adriana          was            third-party           beneficiary             of the October              2007     contract     between



Shelby and               Dorothy


          32               Upon           Dorothys                 death         Shelby           repudiated             and    breached         his    contractual




obligation          to     pay $100000                to     Adriana            While       he did        tender    to   Adriana         check     for   $100000


he had    printed             on the check              language           that       if   the    check        was negotiated           would have            resulted




in     release           of among           other          things all obligations                         which     Shelby Longoria              may have           or   is




claimed        to   have        to   the    estate           of Dorothy              Longoria        or    any     beneficiary         thereof


          33               Shelby          had        no     right    to    impose           such        self-serving           conditions        and    he    did       so




maliciously              as   he     knew        that       Adriana         was         beneficiary             of Dorothys            estate    and    that   he had



obligations           to    Adriana


          34               Shelby          knew            that    Dorothy            intended           for   her daughters           to    receive     her    entire




estate    so    he manipulated                    Dorothy            to enter         into    various          transactions          which    were      designed         to




benefit    Shelby             and    to    reduce            the   value of Dorothys                      estate




                                                                    Respoudeat                    Superior



          35               Whenever              it     is    alleged           herein       that    Shelby         acted       or    communicated             in    any



fashion        then        such      allegation              should be           taken       to    mean


                                          That     Shelby himself took such action                                 or    made such communication or


in   the alternative




FIRST     AMENDED                  COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                           Page




                                                                                                                                                                              01281
                                      That       duly authorized                 agent    of Shelby took such               action      or    made such


communication               on       behalf    of Shelby and             in the         course and      scope       of the agency              or    in    the




alternative




                                      That     such      action        or    communication               was       by     one    having         apparent



authority       to   do    so    on behalf       of Shelby             or   in    the alternative




                                      That    Shelby ratified and                  adopted       such    action     or    communication              as    its




own     and    thereby became                 legally     responsible            for it




              Statement              Pursuant       to    Rule     47       of   the Texas          Rules     of   Civil    Procedure


           36             Adriana       seeks     monetary         relief        over     $1000000


                                                           First       Cause of Action
                                       Tortious       Intererence                with    Inheritance          Rights



           37             Adriana       repeats     and    incorporates             by reference        all   of the foregoing            averments



If         averment             is   inconsistent        with     this      cause        of action      the    averment          is
                                                                                                                                      pleaded       in the
     any



alternative          as   authorized          by Rules      47    and       48    of the Texas          Rules      of Civil      Procedure



           38             Shelby tortiously             interfered          with Adrianas            inheritance          rights




           39             The    tortious      interference        by Shelby proximately caused                            compensable           harm       to




Adriana         Under Texas               law Adriana             is   entitled         to and      hereby requests             entry    ofjudgment



                           for       actual    damages       in    an       amount        to   be    determined          by the       trier    of fact      in
against       Shelby



accordance           with Texas           law


           40             The    tortious      interference        by Shelby was committed                         with    malice         as that     term



is   defined in Chapter 41 of the Texas                          Civil      Practice       and      Remedies Code Under Texas                         law




FIRST      AMENDED              COUNTERCLAIMS OF ADPJANA LONGORIA                                                                                   Page




                                                                                                                                                                 01282
  Adriana              is    entitled      to and                                                    of judgment against
                                                        hereby requests                 entry                                               Shelby for exemplary


  damages               in    an amount to be determined                          by the           trier    of fact           accordance
                                                                                                                        in                             with Texas           law

                   41             Anticipating          that   Shelby will plead the defense                             of limitations           in                     to   this
                                                                                                                                                        response


  cause of action                  Adriana          pleads     that    Section 16.069                    of the Texas          Civil    Practice         and Remedies


  Code            is   applicable           and     precludes                                      of any
                                                                       application                              statute        of limitations                because          this




  counterclaim                   arises    out of the same transactions                             or     occurrences           or         least      one
                                                                                                                                       at                     if   not     more

 of the same transactions                          or                         that
                                                        occurrences                     are the subject                matter of Shelbys claim against


 Adriana               and       this    counterclaim            does not require                    for    its                             the
                                                                                                                  adjudication                    presence          of third


 parties          of    whom            the court       cannot      acquire       jurisdiction



                                                                   Second Cause of Action
                                                             Breaches             of Fiduciary                  Duty


                  42             Adriana      repeats        and    incorporates              by reference              all   of the foregoing               averments


 If    any        averment          is    inconsistent           with      this    cause           of action           the     averment           is   pleaded        in      the



 alternative                as   authorized         by Rules          47   and     48    of the Texas              Rules        of Civil          Procedure


              43                 Under Texas            law Shelby breached                        his fiduciary                       Adriana
                                                                                                                          duty   to                      by   inter      al/a


       maliciously causing the monthly                                 payments              to    her     to   cease         because       of                      held
                                                                                                                                                       grudge                 by


him      and                 asserting            fraudulent        excuse         for the cessation                   of the monthly              payments


              44              The        breaches       of fiduciary          duty by Shelby proximately caused                                          compensable


harm         to    Adriana               Under      Texas      law         Adriana                 entitled             and
                                                                                             is
                                                                                                                  to            hereby requests                    entry      of


judgment               against          Shelby for actual             damages           in        an amount        to    be determined                                        of
                                                                                                                                                        by the      trier




fact    in    accordance                with Texas           law




FIRST        AMENDED               COUNTERCLAIMS OF ADRJIANA LONGORIA                                                                                               Page




                                                                                                                                                                                     01283
            45          The          breaches           of      fiduciary       duty    by     Shelby          constituted                 fraud             and    were



committed          with     malice             as those          terms are defined in Chapter 41 of the Texas                                      Civil      Practice




and     Remedies Code Under Texas                                 law Adriana            is   entitled        to and           hereby requests                 entry       of



judgment          against       Shelby for exemplary                       damages       in    an amount             to   be determined                  by the         trier




of fact     in   accordance            with Texas               law


            46            Pursuant            to    Section        114.064           of the Texas        Trust        Code            and    other       applicable




law        Adriana       is     entitled           to   an      award         of attorney        fees         including               litigation          expenses


reasonably         and    necessarily               incurred        in   connection           with     this    action



            47          Anticipating               that    Shelby will plead the defense                       of limitations               in   response          to   this




cause of action           Adriana pleads that Section 16.069                                  ofthe Texas            Civil Practice               and Remedies



Code       is   applicable            and     precludes           application           of any       statute         of limitations                    because          this




counterclaim            arises       out    of the same transactions                     or   occurrences                 or    at   least       one    if   not more



of the same transactions                    or     occurrences             that are the subject               matter of Shelbys claim against



Adriana          and    this        counterclaim             does not require             for    its
                                                                                                       adjudication                  the                       of third
                                                                                                                                            presence



parties     of   whom          the    court        cannot        acquire       jurisdiction



                                                                Third Cause of Action
                                               Tortious            Interference           with       Contract



            48          Adriana repeats                   and    incorporates          by reference            all   of the foregoing                   averrnents



If   any    averment           is    inconsistent            with      this     cause    of action            the    averment               is   pleaded           in   the




alternative        as    authorized            by Rules           47     and    48    of the Texas            Rules       of Civil          Procedure



           49           Shelby         tortiously            interfered         with the performance                      of the Private                Agreement


between         Eduardo         and     Adriana



FIRST      AMENDED             COUNTERCLAIMS OF ADRIANA LONGORTA                                                                                              Page        10




                                                                                                                                                                                01284
            50              The         tortious       interference             by Shelby proximately caused                               compensable              harm       to




Adriana           Under Texas                    law       Adriana         is    entitled       to and            hereby requests                entry      of judgment



against         Shelby        for        actual       damages          in       an   amount           to    be     determined              by the      trier      of fact      in




accordance             with Texas                law


            51              The         tortious      interference              by Shelby was committed                         with        malice           as that     term



is   defined          in   Chapter 41 of the Texas                         Civil      Practice          and       Remedies Code                  Under Texas                 law


Adriana          is   entitled          to   and      hereby requests                   entry    of judgment                against        Shelby for exemplary



damages          in    an    amount             to    be determined              by the         trier      of fact     in    accordance           with Texas             law


            52              Anticipating               that    Shelby will plead the defense                            of limitations           in   response          to this




cause of action               Adriana pleads that Section 16.069                                      of the Texas           Civil     Practice        and     Remedies



Code       is    applicable               and        precludes        application               of any           statute     of limitations                 because          this




counterclaim                arises        out    of the same transactions                        or     occurrences            or     at    least     one    if   not   more


of the same transactions                         or    occurrences               that    are the subject               matter of Shelbys claim against



Adriana          and        this        counterclaim            does not require                   for      its   adjudication             the   presence           of third



parties     of    whom             the court          cannot        acquire          jurisdiction




                                                                    Fourth Cause of Action
                  Breach                of Contractual               Obligation               To Perform Private Agreement


            53              Adriana repeats                   and    incorporates             by reference             all   of the foregoing                averments



If         averment                      inconsistent           with       this       cause      of action             the    averment           is   pleaded           in   the
     any                           is




alternative            as   authorized                by Rules        47    and       48   of the Texas                Rules    of Civil         Procedure



            54              Shelby assumed the contractual                                 obligation             to   cause the Mexican                 businesses            to




make       the    payments               owed         to   Adriana         under        the     Private          Agreement



FIRST      AMENDED                 COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                               Page       11




                                                                                                                                                                                    01285
               55         Shelby breached                  his obligations                     under       the Private             Agreement             first         by using



Eduardos             money       to    make payments                   that    should have                     been    thade by the businesses                          then by



using Dorothys money                          to   make payments                that          should have             been     made by        the      businesses and



finally        by cutting       off     all    payments           entirely



               56         The breaches               by Shelby proximately caused                                      compensable            harm           to   Adriana



Under          Texas      law Adriana                is   entitled       to and                hereby requests                     entry    of judgment                 against




Shelby for actual               damages             in    an amount            to    be determined                    by the       trier   of fact      in    accordance



with Texas           law


              57          It   was both reasonable and necessary                                     for       Adriana        to   retain   attorneys             to   prepare



and      to    prosecute         this     action               Pursuant         to       Chapter               38     of the       Texas     Civil       Practice             and



Remedies Code and                       other        applicable          law Adriana                      is    entitled       to    and    hereby requests                    an



award         of attorney       fees     including              litigation          expenses reasonably and                            necessarily            incurred         in




connection           with      this    action



                                                                Fifth     Cause of Action
                                      Breach         of Promise To                       Pay $100000                   to    Adriana


              58          Adriana        repeats          and    incorporates                  by reference             all   of the foregoing               averments



If            averment         is     inconsistent             with     this        cause        of action              the    averment           is   pleaded           in the
     any



alternative          as    authorized              by Rules       47    and         48        of the Texas             Rules       of Civil       Procedure



              59          In the      agreement            dated October                       2007 Shelby promised Dorothy that                                        within




thirty        days   of her death                  he would pay           $100000                   to    Adriana              This    promise          was made by


               while he        was                        in    Texas         and             was        directed       to    Dorothy        at    her residence               in
Shelby                                  residing                                         it




Houston            Texas        Adriana             was         third-party              beneficiary                of the promise           made by Shelby                    to




FIRST         AMENDED           COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                                      Page    12




                                                                                                                                                                                    01286
  Dorothy          Shelby breached                  his   promise      to    Dorothy               by tendering             to   Adriana          check     that she



  could      not    negotiate       without                          her
                                                      waiving                rights           in    Dorothys           estate       and     her rights      against


  Shelby       He had        no    right       to   impose        such
                                                                            self-serving                 conditions


             60         Based       on the doctrines               ofbreach-of-contract                            promissory        estoppel        and money-


 had-and-received                 under        Texas        law     Adriana            is     entitled               and
                                                                                                               to                hereby    requests                   of
                                                                                                                                                           entry



 judgment          against    Shelby for $100000                      in    accordance                   with Texas          law


             61        It   was both reasonable and                                                for
                                                    necessary                                            Adriana       to    retain attorneys         to   prepare


 and    to   prosecute         this      action            Pursuant         to    Chapter                38   of the        Texas         Civil   Practice       and


 Remedies Code and                  other
                                                applicable         Texas         law Adriana                       entitled
                                                                                                              is
                                                                                                                                  to and hereby requests


 an award      of attorney         fees    including              litigation      expenses reasonably and                                                 incurred
                                                                                                                                     necessarily



 in   connection       with       this    action



                                                                  Prayer         for     Relief



             WHEREFORE                    PREMISES                CONSIDERED                             Counter-Plaintiff                Adriana     Longoria


prays that upon due               notice        and               by jury
                                                          trial                  or    upon hearing on motion                         for
                                                                                                                                             entry   of default


judgment       or    motion        for                                           the     Court render judgment for her and
                                          summary judgment                                                                                                 against



Counter-Defendant                 Shelby Longoria                   awarding             the       following          relief       under    Texas     law


                      an     award        of actual           damages            from          and       against       Counter-Defendant                   Shelby


Longoria       in    amounts        to    be    determined           by the           trier    of fact        in    accordance         with Texas          law


                      an award           of exemplary             damages from and                        against      Counter-Defendant                   Shelby


Longoria       in   amounts         to    be determined              by the       trier        of fact              accordance
                                                                                                              in                       with Texas          law




FIRST   AMENDED             COUNTERCLAIMS OF ADRIANA LONGORIA                                                                                         Page       13




                                                                                                                                                                           01287
                            an    award           of                  fees
                                                         attorney              including          litigation      expenses            reasonably         and


  necessarily         incurred           by Counter-Plaintiff             in   connection            with her fourth         cause of action           under


  Texas        law


                           an     award of prejudgment                   interest         on   all    actual    damages         at   the                 rate
                                                                                                                                            highest


  authorized         by Texas            law to the date             of judgment



                           an award          of    all   costs   incurred by Counter-Plaintiff                    in the       course of preparing


  and prosecuting                this    civil     action



                          an award           of postjudgment             interest         on   all                    relief         the
                                                                                                     monetary                   at         highest      rate


 authorized          by Texas           law from the date              of judgment until paid



                          all    writs     and processes                             to   collect      the
                                                         necessary                                           judgment          and


                          all   other relief to which Counter-Plaintiff                          is   entitled    under      Texas      law or which



                 may deem
 the    Court                           appropriate          under     the    circumstances            and     applicable        Texas      law


              Any    inconsistent                allegations        or prayers       for relief       are                in the
                                                                                                             pleaded                  alternative         as



 expressly authorized                   by Rules          47 and 48 of         the   Texas      Rules        of Civil    Procedure


                Reservation              of Rights          To Amend and To Supplement                                This     Pleading


              Adriana      presently             does not      know            of the specific
                                                                        all                             acts    and     omissions          that   caused


harm     to   her    or   all   of the relevant            circumstances          surrounding            such acts and                                 she
                                                                                                                                omissions         so



                  that
anticipates                it
                                 may be          necessary to plead additional                    causes       of action       after                     is
                                                                                                                                       discovery


conducted         Accordingly                Adriana         hereby reserves          the rights to          amend      and to supplement              this




pleading




FIRST    AMENDED                COUNTERCLAIMS OF ADRJANA                              LONGORIA                                                Page      14




                                                                                                                                                                01288
        DATED     December11 2014


                                    Respectfully           submitted



                                    /s/    James Austin            Fisher

                                    James         Austin   Fisher

                                          State   Bar of Texas        Number 07051650
                                    Shannon L.K Welch
                                          State   Bar of Texas        Number 90001699

                                    FISHER             WELCH
                                          Professional Corporation

                                    Ross      Tower        Suite    2800
                                    500     North     Akard        Street

                                    Dallas        Texas     75201

                                    Telephone              214.661.9400

                                    Facsimile              214.661.9404



                                           Wesley Holmes
                                          State   Bar of Texas        Number 09908495
                                    THE HOLMES              LAW      FmM
                                    10000 North            Central      Expressway   Suite   400

                                    Dallas        Texas     75231

                                    Telephone              214.890.9267

                                    Facsimile              214.890.9295



                                    ATTORNEYS FOR COUNTER-PLAINTIFF
                                    ADRIANA LONGORIA




FIRST   AMENDED   COUNTERCLAIMS OF ADRIANA LONGORIA                                          Page   15




                                                                                                         01289
                                      CERTIFICATE OF SERVICE


            hereby certify that on        December 11 2014               true   and   correct   copy   of   this   document
was served on Shelby Longoria through                    his attorneys    of record named        below      in the   manner
indicated    and   in   compliance    with Texas         law



         Johnny          Carter Richard               Hess and Kristen Schiemmer
         Susman     Godfrey       L.L.P
         1000   Louisiana       Street Suite     5100

        Houston         Texas    77002-5096
        BY EMAIL            TO    jcarter@susmangodfrey.com                     rhess@susrnangodfrey               corn    and

        kschlernmer@susrnangodfrey                corn




        Robert          Maclntyre    Jr

        Maclntyre        McCulloch        Stanfield    Young
        3900 Essex Lane           Suite    220

        Houston         Texas   77027
        BY EMAIL TO             rnacintyre@rnrnlawtexas.com




                                                               /s/.James    Austin      Fisher

                                                               James     Austin   Fisher




FIRST   AMENDED         COUNTERCLAIMS OF ADRIANA LONGORIA                                                           Page   16




                                                                                                                                 01290
EXHIBIT




          01291
                                                  VOLUME          II
                                ADRIANA         LONGORIA               8/26/2014


                                                                                                            Page   144

                                           NO     414270

       IN THE  ESTATE OF                               IN    THE       PROBATE          COURT
       DOROTHY LOUISE LONGORIA
       DECEASED                                        HARRIS          COUNTY           TEXAS




                       ORAL     AND    VIDEOTAPED DEPOSITION                        OF
                                      ADRIANA LONGORIA
                                       AUGUST 26 2014
                                               VOL UME       II




                       ORAL    AND       VIDEOTAPED          LEPOSITION             OF     ADRIANA

      LONGORIA             produced       as      witness          at    the       instance           of

      Counsel         for    She....by    Longoria           and       duly sworn               was

      taJen      in the       abovestyled              and    numbered             cause        on    the

      26th    of      August        2014        from    208        p.m        to    449         p.m
      before       AMY      PRIGMORE           CSR     in    and       for    the       State        of


      Texas        reported         by stenographic                means           at     the

      offices         of    SUSMAN       GODFREY        LLP        1000       Louisiana

      Suite      500        Houston        Texas        pursuant             to    th.e    Texas

      Rules      of    Civil     Procedure           and     the       provisions           stated

      on   the     record      or     attached         hereto




                               MERRILL         CORPORATION                   HOUSTON
1-888-513-9800                                                                   WWW.MERRILLCORP.COM/LAW




                                                                                                                         01292
                                                          VOLUME           II




                                        ADRIANA LONGORIA                         8/26/2014



                                                                                                                            Page   200

                      This        is    the    one       we     signed           at     dinnertime                     It

        was    his    birthday               October

                      And    you        see    the       first       clause              it       says        The

        parties recognize                    the    validity and                     scope        of    the

        trust
                      Do    you        see    that            The    paragraph                right before

        the    $3    million to              you
                      Uh-huh

                      Okay             So     back       in    2002             in    October               you    say

 10     on    your    fathers            birthday             you    executed                an    agreement

 11     that    affirms the              validity and                the         scope        of       this

        trust       referenced           in    the       document                right
 13                                    MR FISHER                   Objection                 form

 14                   BY MR             HESS         Your          answer

 15                  nell               was    not       able       to    read          it    before

 16     signed       it

 17                  All     right             Obviously             you         didnt            sign

 18    Exhibit        102     but        you       signed          Exhibit            103         the

 19     Spanish      language            one

 20                  Yes
 21                  And     when        you       say    you       were         riot    able          to    read

 22     it youre            not        telling me             that       youre incapable                          of

 23    reading       it right
 24                  No                was    saying          it    was         too     brief amount                   of

 25    time



                                  MERRILL          CORPORATION                        HOUSTON
1-888-51 3-9800                                                                         WWW.MERRILLCORP.COM/LAW




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                                                                                                   Page   201

                    You       feel    today       that    you    didnt        have        enough

      time    to    read       Exhibit       103    before       you    signed         it
                    Yes
                    You       dont        dispute       that    you    did sign           it
                         dont        dispute       that         did    sign       it

                    You       dont        dispute       that    you    could       have      had

      the    opportunity             to    read    it    whenever       you       wanted

                    No         They          they       were    picked       up     then     and

      there

 10                      see         Do    you    recognize          this    is     the

 11                      by    which       youve been           paid    --
      agreement

 12                 Yes          do
 13                 --    an    allowance

 14                 Yes          do
 15                       every       month        every       year     between

 16                 As         had    all    the    years       prior in my life

 17                              MR        FISHER         You    didnt        let      him

 18   finish the          question           so    you    dont        even    know        what


 19   you    were    answering

 20                 BY MR            HESS         You    dont        even    know      what

 21   was    asking

 22                 No         dont                am    so    terribly sorry

 23                 Thats        all       right

 24                      suppose          Ill     leave       here      renegade

 25                 Just       try to       do    better


                               MERRILL           CORPORATION            HOUSTON
18885139800                                                                       WW.MERRILLCORP     COM/LAW




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                                                    VOLUME        II
                                ADRIANA           LONGORIA                8/26/2014


                                                                                                      Page   202

                         will              truly.
                    You    signed          an     agreement

                    Yes
                    -- in       2002            And under         the        terms    of     that

      agreement           you     have       been     paid      an     allowance           monthly
      all    way    up    until        October        2010

                    Yes

                    Are you        claiming that                this       agreement          is


      somehow       invalid

 10                 No
 11                 Okay         This        is      valid       agreement            that     you

 12   signed       and    which       your        father     signed

 13                 Witness           nods        head
 14                              MR FISHER                 Objection               form

 15                 BY MR         HESS             You    nodded          before      Mr     Fisher

 16   objected

 17                 But    what       is    your     answer            anyway         out    loud
 18                 What         see       here     on    the    paper        is     my signature

 19   and    my fathervs          signature

 20                 While       you    may have           some       complaints            today

 21   that    you    wish       you    had        more time          to    read      it     you

 22   dont     dispute          that       you     signed       it     and    that     youve
 23   been    paid       pursuant          to     this    agreement           up     until

 24   October       2010

 25                              did not           know    what        was    written        on



                            MERRILL              CORPORATION                 HOUSTON
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                                   ADRIANA          LONGORIA              6/26/2014


                                                                                                              Page   203


     these      pages              And         almost        feel        that       my    father         at


     that       time         as    you       can    see     his    signature               was     quite

     ill
                       You    dont           dispute

                       No
                       --    that       you    signed        it    and        that        youve been

                                   to    this       agreement            all       the    way up     to
     paid       pursuant

     2010

                       Let    me    say       that          do


10                     --    right
11                     --    not    know       where        those        payments           came    from

12   were       they        the    same       payments           from the           trus hat

13   had    been        paid       for       for    50     years    monthly

14                     When         got       my morley                 got    it     in my account


15   like          had       been       for    50     years       prior

                       Are              going        to    turn    around           and     give    all
16                            you

17   that       money        back       if    this        agreement           is     invalid

18                          have    no       money          Ive         spent        it

                                                     the    bottom        of
19                     Well        look       at                                   page

                                    MR FISHER                    Which        exhibit
20

21                                  MR HESS                 Exhibit           102

22                     BY MR            HESS          Where        it    says            The   balance


23   to    be     delivered             to    Adriana Longoria                     Kowalski         in


24   terms        of    previous             paragraph             amounts           to    2069100
25   And     it    carries over                    onto    the     second          page


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                                                                                                            Page   234



      STATE OF TEXAS
      COUNTY OF HARRIS



                     Amy       Prigmore              Texas       CSR    No      3929       do    hereby

      certify

                    That       the    foregoing             deposition             of    ADRIANA

      LONGORIA           was    taken          before       me    at    the     time and         place

      herein       set    forth           at    which       time       the    witness       was       put

      under    oath       by    me
              That       the    testimony             of    the       witness       made    at    the

10    time    of    the       examination             were       recorded

11    stenographically                by       me     were       thereafter             transcribed

12    under    my    direction             and       supervision             and    that    the

13    foregoing          is      true          record       of    same

14                   further          certify          that            am neither          counsel


15    for nor       related          to    any       party       to    said    action           nor    in


16    any    way    interested             in the          outcome       thereof

17                  In    witness          whereof                have       subscribed          my

18    name    this        the                  day    of                                        2014
                                 ____




                                          ANY     IGMOR Texas CSR 3929
22                                        Expiration   Date   12/31/14
                                          MERRILL   CORPORTION
23                                        315  Capitol Street    Suite 210
                                          Houston    Texas  77093
24                                        Firm No 210

25




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                                                                                                                         01297
EXHIBIT




          01298
                                                                 Case           Number 414270


IN   THE ESTATE OF                                                                            IN    THE PROBATE                   COURT NUMBER ONE
DOROTHY                LOUISE         LONGORIA
DECEASED
                                                                                                                          HARRIS          COUNTY TEXAS




                                          Affidavit of Johnny                           Carter           in    Support of
             Shelby           Longorias                Motion              to Dismiss                Adriana Longorias                          Claims



                 Johnny              Carter declare             as    follows



                           My      name      is   Johnny              Carter                 am     over the      age     of twenty-one           21      years     am


                    to     testify    to    the    matters       stated           herein        have      personal        knowledge             of the    facts     and
competent


statements          in this   declaration            and    each      of the facts             and    statements        is   true   and    correct




                             am      an    attorney        in   the    law        firm of Susman                 Godfrey          L.L.P           am     licensed     to




practice         law      in the    state    of Texas           and    before           this       Court         am       counsel        of record       for   Shelby



Longoria         in the     above-referenced               litigation



                           Attached         as    Exhibit        is         true       and     correct     copy      of       document          dated    December


17 2002          titled    Acuerdo          Privado


                           Attached         as    Exhibit       2A    is        true    and     correct       copy      of     certified        translation    of the



Acuerdo          Privado



                           Attached         as    Exhibit        is        true     and       correct     copy     of        document dated October                 15


2002   titled       Banca          Afirme        Fideicomiso          No         194-2


                           Attached         as    Exhibit       3A     is          true       and    correct     copy        of      certified       translation     of



Banca Afirme               Fideicomiso            No   194-2



                           Attached          as    Exhibit                 is          true     and      correct        copy        of    the    First    Amended


Counterclaims              of Adriana        Longoria




3498307v   1/0    13774




                                                                                                                                                                           01299
                          Attached      as     Exhibit           is    true    and    correct    copy     of excerpts      from the deposition       of



Adriana       Longoria



            FURTHER              AFFIANT SAITH                        NOT



                                                                              Jhny7             Carter




            SUBSCRIBED                AND SWORN TO BEFORE ME                                        Notary       Public    by Johnny           Carter
                                                                           which       witness                      hand
on   this   14th day         of January         2015        to   certify                          my official               and   seal   of office




                                                                              Notary    Public     in    and   for the   State
                          CElIA HERNANDEZ
                                      State    of   Texas
                    Notary   Public

                   Commission    Expires      11-10-2018                      My     Commission Expires.




3498307v    1/0   13774




                                                                                                                                                          01300
                                         CASE      NUMBER            414.270


IN   THE ESTATE OF                                                         PROBATE COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                              HARRIS          COUNTY TEXAS


           RESPONSE OF AD1UANA    LONGORIA TO SHELBY LONGORLAS
                 MOTION TO DISMISS ADRIANA LONGORIAS CLAIMS


TO THE HONORABLE JUDGE OF                         THIS      COURT

          Adriana Longoria         Adriana        hereby     timely responds          to   Shelby Longoria               Motion



to   Dismiss Adriana Longorias           Claims the Motion To Dismiss


                                       SUMMARY OF RESPONSE

          The   Motion     To Dismiss    should    be denied        for    four reasons




          First the Motion        To Dismiss is based on            forum-selection           clause that     by   its   express



terms does not apply         to   Adrianas    counterclaims



          Second     the   forum-selection     clause      is    unreasonable         and unjust      in   light   of the   pre


existing    fiduciary relationship       of the parties          where      the agreement was              made    where      the




parties    resided   and the manifest     unacceptability           of the specified         forum


          Third the forum-selection          clause   is   unenforceable            because    it   was procured         through



fraud and overreaching            by Shelby Longoria        Shelby

          Fourth by   litigating    Adriana       counterclaims           in this   Court   for     year without     invoking



the forum-selection        clause    Shelby waived         his   alleged     right   to    do so




RESPONSE        OF ADRIANA        LONGORIA TO SHELBY LONGORIAS
MOTION      TO DISMISS      ADRIANA      LONGORIAS              CLAIMS                                                    Page




                                                                                                                                    01301
                                 EVIDENCE SUPPORTING THIS RESPONSE

           Adriana hereby               offers    the following         evidence      in   support            of her response



                       The      Affidavit         of    Adriana    Longoria          which         affidavit        is   Exhibit           to     this




response       and     is    incorporated         herein    by reference           Exhibit          to    that    affidavit        letter    dated



October        22 2010         from Carolyn Beckett               to    Adriana      is   not     offered to prove the truth                of the



assertions      therein        except      for    one passage          quoted below


                       The     Affidavit         of James Austin         Fisher     Fisher Affidavit which                            affidavit     is




Exhibit         to    this   response       and    is   incorporated       herein     by reference               Exhibits        through           to




that    affidavit      excerpts         of depositions        and responses           to    written           discovery       requests
                                                                                                                                           in     this




case     are   not offered to prove the truth                 of any assertions therein                   but to prove what positions



were taken            and more importantly                  what position was not taken                          by Shelby      for      full   year



after   Adriana pleaded            her counterclaims              against    him          The     only exception           is   the deposition




testimony       of Shelby        that    he   was       the one that     was   instrumental              in   getting the       money     sent




Adriana        in    order to comply with                     dads wishes             That testimony               is   offered to prove          the



truth   of the facts          admitted     by     him


                       The     Affidavit         of han Rosenberg           Rosenberg              Affidavit which                    affidavit     is




Exhibit         to    this   response       and    is   incorporated       herein     by reference




           The       affidavit     of Ilan       Rosenberg        was    originally       filed    herein        on September          30 2013
Exhibit         to    this   response       is     true    and correct copy of it


RESPONSE            OF ADRIANA           LONGORIA TO SHELBY LONGORIAS
MOTION         TO DISMISS         ADRIANA LONGOPJAS                      CLAIMS                                                            Page




                                                                                                                                                         01302
           In addition       Adriana hereby requests                that       the Court take judicial            notice       of the contents



and the date of filing of each              of the following                   pleadings


                     Original      Counterclaims            of Adriana Longoria                  submitted             for    electronic       filing




on January           2014       but not   file-stamped            until       January       2014 due         to   technical failure



                     Counter-Defendant                  Shelby Longorias                Answer     to   Original         Counterclaims             of



Adriana Longoria             filed on January             21 2014

                     First   Amended        Counterclaims                    of Adriana Longoria             filed       on December              11


2014

                     Counter-Defendant                    Shelby             Longorias           Answer           to         First        Amended


Counterclaims         of Adriana Longoria                 filed on January               20 2015


                     Second      Amended           Counterclaims               of Adriana        Longoria         filed        on February



2015

        OBJECTIONS TO EVIDENCE ATTACHED TO MOTION TO DISMISS

          Adriana hereby objects              to   the Affidavit              of   Dr   Carlos    Gabuardi             which     is   attached     to




the Motion     To Dismiss          as   Exhibit           Paragraph                subparagraphs                  and          and paragraphs



11-19    of that    affidavit     contain   opinions            about        the meaning     and   legal     effect      of ordinary terms



of      contract       Adriana                     to    each    of them           individually     and separately                   because     the
                                    objects



construction        of ordinary contractual                terms        is     matter     of law    for   the Court              and the parol


                                                                                                    alters    the terms              of     written
evidence     rule    prohibits admission                 of extrinsic          evidence     that




contract     see    David          Sacks      P.C               Haden          266      S.W.3d     447     451         Tex       2008       citing




RESPONSE       OF ADRIANA           LONGORIA TO SHELBY LONGORIAS
MOTION      TO DISMISS          ADRIANA        LONGORIAS                     CLAIMS                                                         Page




                                                                                                                                                        01303
Rincones            Windberg          705 S.W.2d            846 849           Tex App                 Austin     1986 no writ               or that




renders     them ambiguous                  Americo Lfe            Inc         Meyer 440 S.W.3d                  18 22   Tex       2014        the

parol evidence         rule    precludes          considering       evidence          that    would render           contract        ambiguous


when      the    document        on   its   face     is   capable    of        definite       legal    meaning                     Sun Oil      Co
                                                                                                                      citing



Del          Madeley 626               .W.2d 726 731-32                  Tex 1981               The     remainder of the Affidavit of


Dr      Carlos     Gabuardi is by                itself    irrelevant           Accordingly              Adriana     requests         that     these



objections        be sustained          and       that    the    Affidavit       of    Dr      Carlos      Gabuardi be stricken                 and



disregarded



           Adriana      also     hereby objects            to   Exhibits         and    3A      which      are   attached     to   the Motion



To Dismiss on           the ground that             they are not authenticated                    See     TEx        EvID      602 90          1a

Those      exhibits     are    referenced          in    Exhibit         the Affidavit of Johnny                   Carter in Support                of




Shelby     Longorias           Motion       to   Dismiss        Adriana Longorias               Claims but           the affiant       is    merely


an     attorney for     Shelby        in this     proceeding             He    does     not    testify    that   Exhibit        is      true    and



correct     copy      of the     original         Nor      does    he    testify      that    he has      personal       knowledge           of the



execution        or terms     of the original             Exhibit   3A is      merely          translation       of Exhibit          so Exhibit



3A     can have no      better    claim of authenticity                 than    Exhibit           Consequently            Adriana requests



that    Exhibits       and     3A   be stricken and disregarded




RESPONSE          OF ADRIANA           LONGORIA TO SHELBY LONGORIAS
MOTION          TO DISMISS       ADPJANA LONGORIAS                        CLAIMS                                                             Page




                                                                                                                                                         01304
                                          ARGUMENT AND AUTHORITIES

         There are four reasons why the Motion To Dismiss must be denied                                                      as     matter      of   law


Each   is    independent          of the others            and each by               itself   requires denial



         The Forum-Selection Clause Does                                      Not Apply         to    Adrianas Claims


                    The Forum-Selection Clause Applies Only                                             to   Litigation        Regarding
                      Certain Trust Not Litigation Regarding                                            the Private           Agreement


         The Private Agreement                   does        indeed contain                 forum-selection              clause      but the clause



does not      say what     Shelby wants               it   to    say


              logical     first    step
                                          in   the analysis would be to identif                              the forum-selection            clause in



question      but   the Motion           To    Dismiss           never       does    so     Instead         Shelby argues          at   length    about



other contractual          provisions           such        as   choice-of-law              provisions            which do not speak              to   the




question      of where     lawsuits        may be brought                     The one and            only forum-selection               provision       in




the Private Agreement               is   the third sentence                  of the first paragraph                 of the    Fourth       clause of



the Private     Agreement To                  avoid        being       accused       of taking        that   one sentence            out of context



we   quote    the entire     paragraph           in   which            it
                                                                            appears


                    This Agreement               is   established             under the jurisdiction and laws of

                    the United           Mexican            States          Therefore         the parties           exclusively

                    submit         to    the    laws        of     Mexico            thus     they      expressly          waive

                    application           of any           law     regulation             provision          or   rule    of any

                    jurisdiction other than                     Mexico which might                   correspond          to   them

                    due    to their      residence           paternity          citizenship          domicile        kinship or

                    commercial             relationship                     Therefore         in      the     event      of any
                                                                 or any aspect            related      to    this   Trust     they
                    interpretation             dispute

                                         submit        to        the        courts     of     the     city        of Reynosa
                    expressly

                    Tamaulipas            Mexico



RESPONSE OF ADRIANA                      LONGORIA TO SHELBY LONGORIAS
MOTION       TO DISMISS           ADRIANA         LONGORIAS                    CLAIMS                                                            Page




                                                                                                                                                             01305
Emphasis added                     Only the        italicized             sentence       is      forum-selection           provision           There         is    no


other in the Private               Agreement


          This        forum-selection              clause         simply          does     not      say that       lawsuit        to   enforce               right




conferred        by the Private Agreement                            must be brought                 in   Reynosa       Rather          it
                                                                                                                                              says that           the



parties   submitted           to   the courts          of Reynosa               with    regard      to    any   interpretation dispute                  or    any



aspect related         to this     Trust Emphasis added                                 The    Spanish      word    that    is   translated          Trust


is    Fideicomiso                  Fideicomiso               does          not   mean Agreement


          Fideicomiso                 is      defined            term       in    the     Private         Agreement         It    is   defined          as    one



particular       trust        trust that     was        created            on October 15 2002 by Eduardo                           Longoria          Theriot



the    father     of Adriana         and Shelby                 as    settlor     and     that      named Banca Afirme                  S.A       as trustee




the Afirme             Trust Thus                  it is   no accident             that       the   word Fideicomiso                   is    capitalized           in




the   forum-selection               clause        it   had           very       specific         expressly defined              meaning              and      that




meaning         did not include            the Private           Agreement which                      did not    even   exist      when        the   Trust


was formed             The    capitalization            of   Fideicomiso                      leaves no doubt that              the reference           to    it   in




the forum-selection                clause    is        reference           to    the Afirme Trust               not to the Private Agreement



          The     words Acuerdo                   Privado                 mean Private Agreement                           They do not mean the



same      thing       as     Fideicomiso                   as        the    translation             proffered     by       Shelby           makes       clear.2




                        the    parties       used the             term                  presente          Acuerdo          or    this Agreement
Significantly



elsewhere        in    the very      paragraph             that       includes          the forum-selection             clause              but   not    in       the




             Motion To Dismiss                     Ex 2A             at



RESPONSE       OF ADRIANA LONGORIA TO SHELBY LONGORIAS
MOTION       TO DISMISS AJRLANA LONGORIAS CLAIMS                                                                                                        Page




                                                                                                                                                                        01306
forum-selection             clause       itself thus showing            that   the reference         to   el   presente        Fideicomiso


in   the forum-selection                 clause was        an intentional       distinction        of the Afinne Trust from the


Private      Agreement              Nothing          in   the Private Agreement                             claims           enforce
                                                                                           says that                    to               rights




conferred         by the Private Agreement                   may   only be brought          in     the courts       of Reynosa


             Counsel       for    Shelby obviously             recognized       this    problem with           their    position       so they



constructed          an elaborate             sophistry      designed    to    divert    attention         from the wording             of the



forum-selection             clause       to    other parts     of the Private          Agreement.3             Hence         the Motion       To


Dismiss       relies   heavily on choice-of-law                  provisions       in    the Private        Agreement


          But        choice-of-law             clause and       forum-selection          clause are        two     different    things      The



first   two sentences             of the      Fourth        clause quoted        above are           quite plainly            choice-of-law




provisions         notwithstanding              Shelbys inadmissible              extrinsic        evidence      to   the contrary          They


do not require dismissal of Adriana                            counterclaims       in this     Court



          Likewise               claim to enforce           the Private Agreement             is   not an effort to modify it or to



limit   it   or to   set    it   aside        The    second paragraph          of the   Fourth            clause      therefore      lends no




support      to   Shelbys argument                   That paragraph      does not address actions                to   enforce    the Private



Agreement          at all        And   it   does     not address where         such actions may be brought                     The   fact    that




             Motion        To Dismiss           at   6-9   devoting two sentences on pages                            6-7 to the       forum
selection         clause         itself       and     over    three     pages      to    other       provisions          of the      Private


Agreement

RESPONSE          OF ADRIANA LONGORIA TO SHELBY LONGORJAS
MOTION        TO DISMISS   ADRJANA LONGORIAS CLAIMS                                                                                    Page




                                                                                                                                                    01307
Shelbys         counsel        felt    the need to              devote       so   much        verbiage            to      plainly irrelevant                paragraph



belies    the weakness                of    their                                 of the forum-selection                        clause itself
                                                         interpretation




                           Two        of    Adrianas                  Causes          of     Action             Are Unrelated               to        the     Private

                           Agreement                 So the Forum-Selection Clause Cannot Apply                                                  to    Them

           Before          moving           to      the    second           independent                 ground          for    denial     of the Motion               To


Dismiss         it    should     be noted                that   even       if   the forum-selection                     clause had referred to                 claims



related    to    the Private Agreement                          instead         of being          limited to claims               related to the             Trust      it




still    would not apply               to    all     of Adriana              counterclaims                      The     First   Cause of Action and the



Fifth     Cause of Action pleaded by Adriana neither                                                   assert          right    arising    under the Private



Agreement             nor depend on                its   validity     or   meaning Consequently Shelbys                                    request that         those



causes     of action be dismissed                          is   frivolous



           The        First   Cause of Action                    is   based on the            legal           theory     of    tortious    interference          with



inheritance rights               The gravamen                   of the claim          is   that    Shelby fraudulently                  reduced        the amount



of                        be inherited by Adriana                           Shelby did so                 in                    two ways          he    lied          his
     money           to                                                                                         at    least                                     to




parents     about         the value         of the Mexican                 businesses             that    Shelby was managing                    in    an    effort    to




induce     his       parents     to    leave        the businesses               to   him and            give     less    money      to   his    sisters       and he



misappropriated               his     parents            money some of                which would otherwise                        have gone           to   Adriana



Neither                     of                                        on the meaning                    or enforceability            of either         the Private
            theory               liability          depends



Agreement             or the Afirme Trust                       Nor do       they seek            to    set    aside either       the Private Agreement




or the Afirme Trust




RESPONSE OF ADRIANA                          LONGORIA TO SHELBY LONGORIAS
MOTION          TO DISMISS             ADRIANA LONGORIAS                              CLAIMS                                                                   Page




                                                                                                                                                                             01308
          The        Fifth Cause of Action              is    based on                contract             dated          October                  2007 between


Shelby and            his    mother        Dorothy          Adriana             is        third-party beneficiary                             of     that   contract



because        it
                    expressly requires Shelby to                       pay $100000                   to    Adriana               The         contract       does     not



mention the Private Agreement                        and     is   wholly unrelated                    to   it




II        The Forum-Selection Clause                              Is   Unreasonable                   and Unjust


                forum-selection             clause     is    unenforceable                 if   it   is    unreasonable                     and unjust             In re



Automated           Collection        Technologies           Inc          156        .W.3         557 559                 Tex 2004                  In re   AIU     Ins



Co      148    S.W.3d         109     113    Tex 2004                  If       specified            forum           is     remote                 alien    forum     in




which there          is    serious inconvenience.                       to    one or both of the parties                                    that    forum may be



considered          unreasonable           and unjust        Carnival            Cruise         Lines Inc                   Shute 499 U.S 585 592



1991          quoting The Bremen                     Zapata        Off-Shore              Co      407 U.S                       17    1972

          As        construed       by Shelby          the    forum-selection                     clause         in       the        Private        Agreement         is




unreasonable                 and unjust        for    two         reasons                 first      it    contravenes                        pre-existing          and



overarching               fiduciary   relationship           between             Shelby and                Adriana               under             which     she    had



subtantial                    under Texas            law     and       it    surreptiously                                       to                    those   rights
                    rights                                                                                 operates                    negate



according            to     Shelby     without        explicit         notice        to    Adriana              that       it    is    doing         so      thereby



                          breach   of fiduciary duty by Shelby                       and second                 it
                                                                                                                      effectively             deprives       Adriana
constituting




of any remedy               by requiring      litigation      in        remote             alien      forum               that       will    not recognize           her




claims    and       is    so dangerous       and corrupt           that      it is   manifestly             unreasonable                     to    expect    Adriana



to   assert    her claims          there




RESPONSE            OF ADRIANA             LONGORIA TO SHELBY LONGORIAS
MOTION         TO DISMISS           ADRIANA          LONGORIAS                  CLAIMS                                                                         Page




                                                                                                                                                                           01309
          The        Private Agreement            was signed           in   Texas           contrary to what            it
                                                                                                                             says about          the place



of execution.4          Both of the signatory                 parties       were residents of Texas and both                               of the other



parties    who        are identified        as    having           obligations              thereunder               Shelby and            his    brother



Eduardo     Longoria            Kowaiski              also   resided      in Texas.5            The    context        of the agreement was



longstanding            confidential            relationship          between                                                      and     Adriana
                                                                                           Shelby         as     fiduciary                               as




beneficiary.6         Shelby had assumed the obligation                           to      fulfill   his    fathers      wishes           with    regard to



payments        to    be made      to   Adriana from the revenues                         of certain       businesses             which Shelby was



managing The            Private Agreement                itself recites         these facts           Eduardo         had previously             directed



that    $3000000            be paid        to    Adriana           from        the        operating        cash      flow         generated        by the


companies        represented            by the shares contributed                    to   the   TRUST                or by their subsidiaries



the    principal       balance          owed     to     Aciriana       as      of the        date    of        the   Private       Agreement            was



$2069100             and   it   was the obligation                 of Shelby and his brother to cause                             that    amount     plus



interest to be paid to Adriana                   by continuing            to   make monthly payments                         to   her.7    Thus when


the    Private Agreement            was signed there already was                            well-established            fiduciary relationship




           Ex           Affidavit         of Adriana          Longoria           at        11



          51d        at2J4



           Motion          To Dismiss Ex 2A                   at    1-2


RESPONSE OF ADRIANA                      LONGORIA TO SHELBY LONGORIAS
MOTION      TO DISMISS            ADRIANA LONGORIAS                            CLAIMS                                                            Page    10




                                                                                                                                                              01310
between Adriana and Shelby                     It   had arisen          in   Texas under Texas law and                             it   had existed         for




at least   ten years prior to the execution                       of the Private Agreement.8



           One of Adriana          counterclaims                  is   based on her informal                fiduciary relationship                         with



Shelby      But informal      fiduciary relationships                        are not recognized             in   Mexico.9               If   construed       in




the manner        urged by Shelby the forum-selection                                   clause would        have the          practical            effect    of



depriving        Adriana   of any remedy                   for    violation             of her    rights    under Texas                      law      rights




independent        of the Private Agreement                    and vested before the Private Agreement                                   ever existed



And    the forum-selection        clause would do so without                             explicit   notice       to   Adriana of that result



Cf    Carnival     Cruise Lines 499            U.S        at   595 respondents                  have conceded               that    they were given



notice of the forum provision             and         therefore         retained the option                of rejecting            the contract            with




impunity           It bears      emphasis             that      forum-selection                clauses                are    subject          to    judicial




scrutiny for fundamental fairness                     and        as part     of such scrutiny            courts       consider           whether there



is   any indication    that   the specified               forum was               selected     as     means           to   discourage                 party



from pursuing        legitimate     claims                Carnival         Cruise        Lines 499 U.S            at       595      That of course


is   precisely what     Shelby     is   trying to            do


           The    second                            the    forum-selection                                 misconstrued                  by Shelby           is
                           reason       why                                               clause     as




unreasonable        and unjust     is   that        the specified            forum        is   one of the most dangerous                           places in



the world        The United      States    Department of State has issued                                  Travel           Warning                about    the




            Lx       Affidavit      of Adriana                 Longoria            at




            Ex       Affidavit      of Ilan          Rosenberg               at    10-11


RESPONSE OF ADRIANA               LONGORIA TO SHELBY LONGORIAS
MOTION       TO DISMISS       ADRIANA LONGORIAS                              CLAIMS                                                                 Page     11




                                                                                                                                                                  01311
security        situation         in   Mexico           It   was       last    updated on December                   24 2014            in   order to provide



additional             warnings          and       to   impose            more            restrictions       on     travel       by     personnel      of    our



government                   It   provides          chilling       view of travel                in   the border          region          which     of course



includes        Tamaulipas


                            The     number of kidnappings                        throughout            Mexico       is    of particular

                            concern and appears                    to    be on the rise                According           to   statistics


                            published         by the Mexican                 Secretaria de Gobernacion                      SEGOB
                            in    2013 kidnappings                 nationwide               increased        20 percent          over     the

                            previous          year           While            kidnappings              can     occur        anywhere

                            according         to   SEGOB           during            this   timeframe the            states      with the

                         highest         numbers          of kidnappings                     were      Tamaulzpas               Guerrero
                            MichoacÆn              Estado         de     Mexico             and Morelos                Additionally

                            according         to    widely        publicized              study by the agency responsible

                            for   national statistics             INEGI               the National         Institute      of Statistics

                            and        Geography              Mexico                 suffered         an     estimated           105682
                         kidnappings               in   2012       only         1317         were reported           to    the police

                         Police         have been implicated                         in   some of        these incidents              Both

                            local      and   expatriate       communities have been victimized



Emphasis added                         The   situation       in   Tamaulipas                is   so bad that      employees of the United               States




Government              have been directed                   to    defer             non-essential         travel    to    the    state      of Tamaulipas



because                             conflicts      between             rival    criminal         elements      andlor       the Mexican           military can



occur      in    all    parts       of the region            and        at     all    times       of the     day.2 The            warning         continues




Matamoros                    eynosa          Nuevo Laredo and Ciudad                             Victoria     have experienced                  numerous     gun




                Ex           Fisher Affidavit                 at               Ex

           Id          at



           2Id          at5

RESPONSE OF ADRIANA                           LONOORIA TO SHELBY LONOORIAS
MOTION          TO DISMISS              ADRIANA LONGORIAS                                 CLAIMS                                                      Page    12




                                                                                                                                                                   01312
battles    and      attacks    with     explosive          devices        in   the past       year               The    number       of reported



kidnappings          for   Tamaulipas         is   among        the highest     in   Mexico and                the number       of U.S   citizens




reported       to   the consulates       in   Matamoros            and Nuevo Laredo                  as   being        kidnapped      abducted


or disappearing            involuntarilyin          2014 has       also     increased.3            All    U.S government employees


are   prohibited       from personal            travel     to   Reynosa        and most of the             rest       of Tamaulipas.4



          Shelby himself has represented                        to this   Court      that          artel       violence     Street   shoot-outs



kidnapping           and extortion        have been persistent                   threats          along    the Mexican          border.5    And


one of Shelbys             lawyers     wrote        in     letter to      Adriana       that      very         real   threats   of kidnapping




torture        and murder                part of working               as       businessman               in    the    cross-border      areas of



northern       Mexico.6         She added               street violence         and shootouts             are an every day occurrence



and            is   dangerous    to    travel      to   many of the         areas in which           the businesses             of the Mexican



Companies                       as    the companies             that Eduardo            had owned and directed                       are located




               Id emphasis           added

          4Id

          5CoTER-DEFENDT                                SHELBY LONGORIA                     BRIEF ll SUPPORT              OF His MOTION         TO

DISMISS        COUNTERCLAIMS FOR FORUM NON CONVENIENS OR ALTERNATIVELY TO ABATE
PENDING        RESOLUTION OF WILL CONTEST AND MEXICAN LITIGATION filed Aug.7 2013 at



          16
               Ex          Affidavit     of Adriana             Longoria Ex                  at




          71d

RESPONSE OF ADRIANA                    LONGORIA TO SHELBY LONGORIAS
MOTION         TO DISMISS       ADRIANA             LONGORIAS              CLAIMS                                                        Page   13




                                                                                                                                                     01313
          For Shelby          to    claim that          Reynosa Tamaulipas                 is     reasonable             venue        for litigation




of Adrianas            counterclaims                   in   the face        of the harsh       realities    that    he has acknowledged


elsewhere             betrays        lack     of candor             toward the Court


III       The Forum-Selection Clause Was                                     Procured      by Fraud and Overreaching


          It   is    axiomatic       that     failure         to    disclose information                                     fraud where
                                                                                                  may      constitute                          there




is    duty      to    disclose           Bradford              Vento 48 S.W.3d            749      754-55       Tex 2001                    duty to



disclose arises         where there          is        confidential         or fiduciary relationship              Insurance          Co      North


America              Morris        981    S.W.2d            667 674-75        Tex 1998              Texas recognizes              that    fiduciary



relationships           may      arise      informally              from moral          social      domestic            or     purely      personal



relationships           Meyer             Cathey            167     S.W.3d    327      330-3      Tex       2005        quoting Associated



Indemnity           Corp         CAT        Contracting              Inc     964 S.W.2d         276 287        Tex 1998                 Thigpen



Locke 363 S.W.2d 247 253                          Tex        1962                               Follett 180        S.W.2d        334 337      Tex

1944

          When         Adriana signed the Private Agreement                            her relationship         with     Shelby was already


one of    trust      and confidence           because he             is   her brother and because for              many        years before       then



he had accepted            the responsibility to                    make payments         to    her in accordance              with    her fathers



wishes.8        Eduardo             wishes        to                  for   Adriana     were expressed             at   various       times and in
                                                       provide



various        ways     but   one such wish                  that    pre-dates    the Private Agreement                   is   described      in   the




          18
               Ex        Affidavit           of Adriana Longoria                  at     IJ



RESPONSE             OF ADRIANA             LONOORIA TO SHELBY LONGORIAS
MOTION         TO DISMISS           ADRIANA LONGORIAS                         CLAIMS                                                       Page     14




                                                                                                                                                         01314
Private Agreement              itself    in     the second clause.19               For about       ten years before         Adriana signed


the Private         Agreement Shelby had                    caused        businesses         in   Mexico     which he controlled                 to




make payments            to   Adriana      in    accordance     with       Eduardo            wishes.2       Many times           Adriana had



heard   Eduardo         ask     Shelby     to    see that    the businesses            made payments            to    Adriana        and many



times Adriana had heard                  Shelby promise         to   do so.2          Shelby himself admitted                      was   the    one


that   was instrumental           in    getting the      money       sent in order to comply with                    my dads        wishes.22




Moreover Shelby knew                     that    Adriana was         in     vulnerable            position   and     that   Adriana needed



the payments          that    her father        had promised         and    that     Shelby had been sending                 in    order to pay



even her most basic             living     expenses.23        Throughout             this   period    of time    Eduardo           Shelby and


Adriana       all   lived in Texas.24           Thus based on Shelbys own words and conduct                                  in    Texas       over




  period      of    many years Adriana                 understood            and Shelby acknowledged                        that    they had



relationship of trust and confidence                     and   specifically           that   Adriana was        trusting     him to      see that



Eduardos            wishes    were      carried out for her benefit.25




              Id      Motion      To Dismiss            Ex 2A    at       1-2


         20
              Ex         Affidavit         of Adriana        Longoria           at      IJ



         21
              Id


         22
              Ex         Fisher Affidavit               Ex       ORAL           AND VIDEOTAPED DEPOSITION                          OF SHELBY

LONGORIA Oct                    2014       at    156   lines   8-9

         23
              Ex         Affidavit         of Adriana Longoria                  at




         251d



RESPONSE            OF ADRIANA           LONGORIA TO SHELBY LONGORIAS
                                  ADRIANA LONGORIAS                        CLAIMS                                                        Page    15
MOTION         TO DISMISS




                                                                                                                                                      01315
           Thus      the        fiduciary        relationship        between            Shelby           and   Adriana              predated      and



transcended         the Private        Agreement Because Shelby owed                                     fiduciary duty to Adriana                 he


had an affirmative              duty   to   disclose facts         that    might       affect      her interests          If   it   were the case


that   the Private Agreement                   contained       forum-selection               clause that prevented                  Adriana from



seeking     its   enforcement             in   the state     where        Eduardo Adriana                  and Shelby          all    lived     and



choice-of-law        clause that          eliminated his then-existing                   fiduciary duty to Adriana                    then Shelby



should     have disclosed          that        when he     presented        the Private Agreement                   to    Adriana        for   her to



                                                                                                                         affirmative
sign and discouraged              her from reading            it    His    failure      to   comply with           his                         duty to



disclose these alleged            facts     would    constitute       fraud rendering               the forum-selection                and choice-



of-law     provisions       unenforceable



IV         Shelby Waived               His Alleged Right To Invoke                           the   Forum-Selection Clause



            forum-selection               clause    may be waived Perry Homes                               Cull 258           .W.3      580589-


601    Tex    2008 finding waiver of arbitration                           clause         type of forum-selection                    clause      And


one of the ways            in    which           forum-selection            clause        may be waived              is    by substantially



invoking      the    judicial process                        different          forum        to    the    others     partys          detriment        or



prejudice         258 S.W.3d           at   589-90         Whether        or not        litigant     has     substantially            invoked the



judicial   process         is   determined         on        case-by-case          basis by              examination        of the totality of



the circumstances                but the guiding           principle       is   this            party    who   enjoys       substantial         direct




benefits                         an advantage           in   the pretrial                           process        should      be barred         from
            by gaining                                                            litigation




RESPONSE          OF ADRIANA           LONGORIA TO SHELBY LONGORIAS
                                  ADRIANA LONGORIAS                        CLAIMS                                                          Page       16
MOTION      TO DISMISS




                                                                                                                                                           01316
turning around and seeking                                   in   another       forum    with the spoils                258     .W.3d     at   592-



93    That        is   precisely     what Shelby       has    done


         Adriana           first   pleaded     her counterclaims            on January            201    426      She amended           them on


December 11 2014 and                       again    on February            2015.27      Those amendments                  added one cause


of action         which     is   denominated the Fourth Cause of Action                           in    the last amendment.28                  What


are   now        the First       Second Third and          Fifth        Causes of Action      all       were pleaded           in   the original



statement         of Adriana             counterclaims        filed     on January        201 429        Shelby         litigated     those four



causes      of action       for      year before      he   asserted his alleged           right    to   dismissal of them based                  on



the forum-selection                clause



            Shelby        filed    his   original   answer        to   the counterclaims          on January         21       2014.30     Shelby



did not plead that Adriana                    counterclaims            should    be dismissed       based on the forum-selection




         26See           ORIGINAL         COUNTERCLAIMS OF ADRIANA LONGORTA                                  submitted         for    electronic


filing   on Jan             2014         but not file-stamped           until   Jan      2014 due            to   technical     failure



         27See          FIRST     AMENDED COUNTERCLAIMS                     OF ADRIANA LONGORIA filed                         Dec 112014
SECOND AMENDED COUNTERCLAIMS OF ADRJANA                                           LONGORJA         filed          Feb         2015

         28
                  See SECOND             AMENDED COUNTERCLAIMS                        OF ADRIArsTA           LONGOPJA           filed    Feb

2015     at      12


         29See           ORIGINAL         COUNTERCLAIMS OF ADRIANA LONGORIA submitted                                           for   electronic


filing   on Jan          62014       but not file-stamped until                Jan 92014 due            to   technical failure at 7-11


            30
                   See     COUNTER-DEFENDANT                           SHELBY      LONGORIAS                 ANSWER           TO      ORIGINAL

COUNTERCLAIMS OF ADRIANA LONGORIA                                      filed    Jan   21 2014

RESPONSE               OF ADRIANA LONGORIA TO SHELBY LONGORIAS
                                     ADRIANA        LONGORIAS             CLAIMS                                                        Page       17
MOTION           TO DISMISS




                                                                                                                                                        01317
clause       of the Private Agreement                      Shelbys              answer     did not      mention        that   clause    It    did



however            assert    numerous         defenses          all      based on Texas         law.3



             On     April        2014 Shelby amended                     his   disclosures under Rule 194 of the Texas Rules



of   Civil        Procedure.32      Shelbys          disclosure under subpart                           which requires          statement       of



the legal theories                and    in   general      the factual            bases    of your claims         or defenses          did not



mention the forum-selection                     clause of the Private               Agreement           nor did   it   disclose that   Shelby



would seek             dismissal of the counterclaims                     based on        it




             On     August       26 2014       Shelbys          attorney took the deposition upon oral examination                              of




Adriana           and he asked       many       questions        filling ten pages              of the transcript about           the Private




Agreement              and payments       made under             it.33




             On     September           12 2014          Shelby responded                  to     set    of   requests        by Adriana       for




production             of documents       and    things.34         The         requests   included       nine categories           through



and      through            10   of documents         related to the Private Agreement                        and payments        made       or to




             31
                                                                                                 were derived          from Mexican          law
                  Id    Shelby did not plead             that    any of his defenses


             32Ex           Fisher Affidavit           Ex         SHELBY LONGORIA                       SECOND AMENDED RESPONSE

TO REQUESTS FOR DIsCLOSURE                           Apr              2014

             33Bx           Fisher Affidavit             Ex           ORAL        AND VIDEOTAPED DEPOSITION                     OF ADRIANA

LONGORIA               Aug 26 2014              at   197-206


                   Ex        Fisher Affidavit              Ex             SHELBY LONGORIAS                    RESPONSES         TO ADRi.NA

LONGOR1AS               FIRST REQUESTS               FOR   PRODUCTION                OF DOCUMENTS              AND THINGS          Sept        12

2015
RESPONSE               OF ADRIANA        LONGORIA TO SHELBY LONGORIAS
                                                                                CLAIMS                                                 Page     18
MOTION            TO DISMISS       ADRIANA           LONGORIAS




                                                                                                                                                     01318
be made         to    Adriana       thereunder.35                   Shelby     did    not        object    to     any request        based        on the


proposition          that    the   litigation           of claims          related    to    the     Private       Agreement          should       not    be


conducted        here



          On    September           15 2014 Shelby responded                           to         set   of interrogatories          propounded           by


Adriana.36       All of the interrogatories                        dealt   with the Private Agreement                     and the payments              that




had been made thereunder.37                            Shelby answered               some        of the interrogatories          and objected             to




          but he did not object                                                                  Adrianas
others                                            to    any on the ground             that                        counterclaims           supposedly



could    not be litigated          in this        Court



         On      October              2014              an    attorney        for    Adriana            took     the   deposition          upon      oral




examination          of Shelby and questioned                         Shelby   extensively              about    the formation       of the Private



Agreement            and the payments                  made        pursuant     to    it.38       Shelby        did not    object    to   any of the



questions       on the ground         that    litigation            of Adrianas        counterclaims              in this   Court    is   supposedly



improper




         351d        at   2.6   For example                  the   first   category       of items requested              was             documents

in   which the Private Agreement                         is   mentioned              Id     at



         36
              Ex            Fisher Affidavit                  Ex           SHELBY LONGORIAS                      RESPONSES          TO ADRIANAS
        FIRST    SET        OF INTERROGATORTES                       Sept      15    2014

         371d        For example            Interrogatory                  asked Shelby            to   state    what you contend            to   be the

total   amount        of    money    that    Adriana has been paid pursuant                               to    the Private     Agreement                Id

at2

         38
              Ex            Fisher Affidavit                  Lx           ORAL      AND VIDEOTAPED DEPOSITION                            OF SHELBY

LONGORIA         Oct            2014         at    133-56


RESPONSE         OF ADRIANA            LONGORJA                    TO SHELBY LONGORIAS
MOTION        TO DISMISS           ADRIANA              LONGORIAS              CLAIMS                                                         Page        19




                                                                                                                                                               01319
          Not      until      January          14    of this year           about      year after    he   first   pleaded       in                to
                                                                                                                                     response



Adrianas          counterclaims                     did Shelby fmally file the Motion                 To Dismiss              asserting for the



first   time that        Adrianas              counterclaims           should        be dismissed    based on the forum-selection


clause      in   the     Private        Agreement              On     the    next     day however          Shelby again          amended         his




disclosures            and again            failed    to   disclose any reliance by him on the forum-selection                             clause



of the Private Agreement.39



            Shelbys delay and ambivalence                             in   asserting his position regarding             the forum-selection



clause      of the Private Agreement                        has    caused      demonstrable prejudice              to   Adriana         She was



subjected         to   deposition            questioning          of the subject        and she was       required       to   provide     written




discovery         as    well         Moreover even              if   one assumes arguendo            that    her counterclaims             would



be recognized            in   Tamaulipas              at   all they would be subject            to   one-year       statute      of limitations



there4 so her            ability       to    recover       over       year of payments          due would be barred              as     result   of



Shelbys          failure        to    invoke         the   forum-selection            clause   in    timely       manner         That     loss   of



substantive                                                constitutes       prejudice      caused   directly      by Shelbys            delay    in
                       rights        indisputably



asserting        his    alleged        right    to    dismissal of Adrianas                counterclaims



          In     sum       even        if   one assumes         for   the sake       of argument that       Shelby      once had          right to




dismissal         of Adrianas                counterclaims            based on the forum-selection                 clause       in    the Private




          39Bx             Fisher Affidavit                   Ex         SHELBY LONGORIAS                 THIRD    AMENDED            RESPONSE

TO REQUESTS FOR DISCLOSURE                                 Jan 15          2015

                 Ex        Affidavit            of Ilan      Rosenberg          at    11


RESPONSE OF ADRIANA                           LONGORIA TO SHELBY LONGORIAS
MOTION           TO DISMISS            ADRJANA             LONGORTAS           CLAIMS                                                    Page 20




                                                                                                                                                       01320
Agreement              the Motion       To Dismiss    still   must be denied        because       that    supposed          right    was


waived          by Shelby          He waived     it
                                                      by   litigating    the   counterclaims         in   this    Court without



asserting that          they should      be dismissed To allow            Shelby    to    litigate   the counterclaims              here



and then         to    invoke     the   forum-selection       clause    would    cause     unfair prejudice            to    Adriana


because           significant       portion   of her claims       are   now     barred     by   limitations       in   Tamaulipas



assuming          that    contrary to the testimony           of Ilan Rosenberg          her claims      would be recognized



at   all   in   Tamaulipas


                                                      CONCLUSION

            Adrianas           objections to the Affidavit       of Dr Carlos      Gabuardi should be sustained                      and



the affidavit          stricken    Adrianas     objections to Exhibits            and    3A should        be sustained         and the



exhibits        stricken        and the     Motion    To      Dismiss should        be denied                    proposed           order




accompanies             this
                               response




RESPONSE              OF ADRIANA        LONGORTA      TO SHELBY LONGORIAS
                                   ADRIANA LONGORIAS              CLAIMS                                                              21
MOTION          TO DISMISS                                                                                                    Page




                                                                                                                                            01321
         DATED    February   92015


                                         Respectfully       submitted


                                         /s/    James Austin Fisher
                                         James Austin       Fisher

                                               State Bar of Texas     Number 07051650
                                               email    jfisher@fisherwelch.com

                                         Shannon        L.K Welch
                                               State Bar of Texas     Number 90001699
                                               email    swelch@fisherwelch.com
                                         FIsHER          WELCH
                                               Professional    Corporation
                                         Ross Tower         Suite 2800

                                         500 North Akard          Street


                                         Dallas Texas         75201

                                         Telephone          214.661.9400

                                         Facsimile          214.661.9404



                                               Wesley    Holmes

                                               State Bar of Texas     Number 09908495
                                               email    wes@wesholmes.com
                                         THE HOLMES LAW               FnM
                                         10000 North        Central Expressway    Suite 400

                                         Dallas Texas         75231

                                         Telephone          214.890.9266

                                         Facsimile          214890.9295


                                         ATTORNEYS FOR
                                         ADRIANA LONGORIA
                                         SYLVIA DORSEY AND
                                         JAMES THOMAS DORSEY AS
                                         INDEPENDENT EXECUTOR OF
                                         THE ESTATE OF DOROTHY
                                         LOUISE LONGORIA DECEASED




RESPONSE    OF ADRIANA   LONGORIA TO SHELBY LONGORIAS
MOTION    TO DISMISS   ADRIANA   LONGORIAS      CLAIMS                                  Page 22




                                                                                                  01322
                                           CERTIFICATE           OF SERVICE

         .1
              hereby   certifr   that    on February    92015         true   and correct copy of   this   document       was
served    on Shelby Longoria               through    his   attorneys of record      named below          in   the manner

indicated and in compliance                with   Texas law



         Johnny           Carter        Richard       Hess and       Kristen    Schiemmer

         Susman Godfrey L.L.P
          1000 Louisiana          Street       Suite 5100

         Houston Texas            77002-5096

         BY EMAIL          TOjcartersusmangodfrey corn rhess@susmangodfrey                                corn   and

         kschlemrnersusrnangodfrey                   corn



         Robert          Maclntyre        Jr

         Maclntyre        McCulloch         Stanfield   Young
         3900 Essex Lane                Suite 220

         Houston Texas 77027
         BY EMAIL TO             macinre@mmlawtexas                  corn



                                                               /s/   James Austin Fisher
                                                                James Austin       Fisher




RESPONSE        OF ADRIANA          LONGORIA TO SHELBY LONGORIAS
MOTION        TO DISMISS         ADRIANA LONGORIAS              CLAIMS                                            Page    23




                                                                                                                               01323
EXHIBIT




          01324
                                                   CASE     NUMBER             414270


IN   THE ESTATE OF                                                            IN   PROBATE COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                                          HARRIS              COUNTY TEXAS


                                  AFFIDAVIT OF ADRIANA                              LONGORIA



STATE OF TEXAS

COUNTY OF HARRIS

          BEFORE            ME         the    undersigned         authority             on   this     day appeared                 in person

Adriana         Longoria who             is   known by me              to be the        person whose                  signature         appears
below       and      who    being       first   duly sworn upon             oath        testified       as follows




                     My       name       is    Adriana      Longoria                have       read        this       affidavit         and the

exhibits     attached hereto                  affirm that the         facts set    forth in this affidavit                   are within      my
personal knowledge                 and are true and correct



                     Eduardo           Longoria       Theriot was           my father              He      died in January               2005
Dorothy Louise Longoria                      was   my mother           Her maiden name was Kowaiski                                 She died
in April     2012          Shelby      Longoria       is   one of      my brothers

                            document            entitled    ACUERDO                     PRIVADO                  is    attached         to   this


affidavit       as   EXHIBIT             My        brother Shelby         presented          the     original         of    this   document

to   my     father     and        me    for     signature        in   Laredo        Texas                  was        not in Reynosa

Tamaulipas            or   anywhere           else in   Mexico when                it   was presented                  to    me    or   when
signed     it    Shelby      discouraged            me from       reading the           ACUERDO PRIVADO He                                   did

not say to      me that      it   contained          clause saying that              submitted to the courts                       of the city

of Reynosa           Tamaulipas              Mexico     in the    event of any interpretation                          dispute          or other

aspect     of the    ACUERDO PRIVADO                         or       words    to that effect              and        have     had no such

understanding              either   when           signed   it   or since      then          To     this   day          do not read the

ACUIERDO PRIVADO                         as     saying that       any     lawsuit        to enforce          my        rights      under     the

ACUERDO               PRIVADO                must be brought             in    Reynosa               Rather            the    ACUERDO


AFFDAVIT OF ADRTANA                    LONGORIA                                                                                          Page




                                                                                                                                                    01325
PRIVADO            says that       my father           and             submit          to    the courts             ofReynosa               only with regard

to     interpretacin              controversia                     cualquier                     aspecto       relacionado                  con        el      presente
Fidelcomiso which                      understandmean .in English interpretation dispute
                                                              to                                                                                                    or any

aspect    related       to this Trust emphasis added       The word Fidelcomiso means                                                                               Trust
and moreover              it is capitalized so it seems to me to be referring quite clearly                                                                          to    the

defined        term Fidelcomiso                   which           is   defined          in       the    DECLARACIONES                                  on the             first



page of the        ACUERDO PRIVADO                                      The term Fidelcomiso                                    is   defined         on     that      page
as      certain     trust      relationship            supposedly created                               by    my         father with            Banca            Afirme
S.A on October 15 2002                            The words                   ACUERDO PRIVADO                                              mean PRIVATE
AGREEMENT    they                           do not           mean            the       same         thing           as    Fidelcomiso                          and the

ACUERDO PRIVADO                             itself    was         not dated            October 15 2002 but rather                                    it   was dated
December 17 2002                        see nothing                in   the       ACUERDO PRIVADO                                         saying       that         claims

to   enforce      the   ACUERDO PRIVADO                                  may only be brought                               in    the courts          of Reynosa


                       When            signed the          ACUERDO PRIVADO my relationship                                                           with           Shelby

was one of trust and confidence                            because he                  is   my brother               and because for many years

he had accepted                the responsibility                  to    make payments                         to    me         in   accordance                with        my
fathers        wishes          My      fathers         wishes            to       provide              for    me         were        expressed            at     various

                                                                                                                                                       the second
times and in various               ways          but one such wish of                              my father              is   described         in


clause     of the       ACUERDO PRIVADO                                  which appears                        at    the top          of the second                  page
For about         ten years       before           signed              the    ACUERDO PRIVADO                                             Shelby had caused
businesses         in   Mexico which he                      controlled                     to    make payments                      to    me   in     accordance

with    my      fathers        wishes            Many        times                had heard              my        father        ask      Shelby          to     see that

payments          were made            to   me     and many times                                had heard Shelby promise                               to      do so

Shelby knew             that      was       in    vulnerable                 position              and       that         needed the payments                             that


my     father had promised                   and      that     Shelby had been sending                                     me        in    order to pay even

my most         basic     living expenses                    Throughout                      this      period        of time              my    father           Shelby
and      all    lived in       Texas Thus based on Shelbys                                              own words and conduct                                  in   Texas

over      period        of many years                 understood                        and Shelby acknowledged                                        that      we had
     relationship       of     trust   and confidence                    and specifically                          that         was       trusting        him to           see

that   my fathers          wishes were carried out                            for      my         benefit           Because of that relationship

 trusted Shelby not to ask                    me      to   sign          document                  that contained                      false    representation

such      as the representation                   that       it   was being                      signed       in    Mexico             when       in      fact       it   was

signed     in   Texas          and      trusted Shelby not to ask                                 me    to    sign             document         that        contained

provisions        harmful         to   my interests such                          as        provision              that    would           essentially              nullify


my     rights     by    requiring           me   to    attempt               to    pursue them                  in       such          dangerous place                       as


Reynosa Tamaulipas



AFFIDAVIT OF ADRIANA LONGORIA                                                                                                                                        Page




                                                                                                                                                                                  01326
                     The        dangers   associated        with travel         in   Tamaulipas are well known                  to
                                                                                                                                     my
family because              around 1986        my       father     was kidnapped and held                    for    ransom     there

As       result    of    that   traumatic incident           my father          and mother moved               to    Texas where
they lived        for    the rest of their lives



                     In     late   October or      in   November           of   2010     received            leter   from Carolyn

       Beckett      an attorney for Shelby                       true    and correct copy of this              letter   is   attached

to    this   affidavit     as   EXHIBIT                 There are many assertions                 in   the letter with         which

     disagree     but      note and agree          with   her description             on   page         of the extreme          level

of danger associated               with   travel    in    Tamaulipas


                     This       concludes     my affidavit              testimony




                                                                        Adriana Longoria


             SUBSCRIBED             AND SWORN TO BEFORE ME                                  the undersigned              authority

by Adriana Longoria                 on February                              2015




                                                                           tary   Pub   ic in   and    for   th       ate    of Texas




                                                                        Printed   Name     of Notary Public



                                                                        My   Commission         Expires




AFFDAVIT OF ADRIANA LONGORIA                                                                                                   Page




                                                                                                                                          01327
EXHIBIT




          01328
EXHIBIT




          01329
October22                   2010




Ms          Adriana         Longoria                                                                                                                                               VIA Federal Express
6138         San      Feilpe

Houston              IX 77057


Re            Notice         of      Request                  for        Resolution                    and         Notice        of     Intention                to     Discontinue                Future             Payments
              Under         The       2002          Private              Agreement                      Absent                Resolution              of Issues



Dear         Ms      Longoria


As you are aware                          this      law            firm       has       represented                     Shelby Longoria                         Shelby               regarding             the         demands

you have made                        to      additional                  funds            you          claim        are   due you from                           your         deceased             fathers              Eduardo

Longoria             Theriots                Mr               Longoria                      estate                 Within         the        last         several             months         you         have           not       only
increased             your         demands                   about            the      manner                and     the        amounts              of    payments                you have              received              under

the    terms          of the         agreement                     executed                 in    2002            the       2002        Private            Agreement between     you and your
father         Mr      Longoria                    but        you        also           have            apparently              taken          to          new level the assault on Shelbys
personal             reputation                   personal               life          and        his       family         by    impugning                     his     moral       arid      ethical            character            to


numerous              of his friends                     business                associates                       and acquaintances


This        letter     is    intended               to        communicate                         to       you      our     firms          investigation                  and      review           of    all     the        events

concerning              Mr          Longorias                      estate            planning                and        the     probate              of        his     estate       and       to    state         to         you       in




writing         that    it    is    our      firms            opinion            that         Shelbys               conduct           in    handling              Mr       Longorias               estate         issues          has

been                                                               further             this      firms                          that                                                 to             arises                          out
             beyond          reproach                   It    is                                                  opinion                  Shelbys               obligation                you                        solely

of    his     personal             feeling          of             moral          duty           to     fulfill     his    deceased                 fathers             wishes          and        not     as           result       of

any         binding         obligation                  under            either           Mexican                  law     or    the       laws       of        the      United         States           to      continue            to


arrange         the     scheduled                   payments                    to     you

Most         importantly              this        letter       is       to
                                                                              notify          you       of the       following             regarding                 Shelbys         intentions




                        Shelby               is    in        the        process             of        initiating          litigation         against             you       to    enjoin       your         wrongful               and

                        intentional                 libel          and         slander                of    him and             his    family         this            litigation      will    not        be      handled             by

                        this        law      firm       and         this        letter        will         not    address         your        wrongful                slanderous             conduct                  and



        ii              he     will
                                          propose                  to
                                                                         you and your representative                                          and         this        firm         final     solution            to    deal       with

                        these          demands                     for
                                                                          money not due under any                                          legally        enforceable               document                    and



        iii             he hereby                  notifies
                                                                         you         that        in    the        absence         of       such       an agreed                 solution           Shelby             will   cease

                        his        efforts         to        arrange             for your                  benefit        those         payment   requests   which he has                                             voluntarily


                        undertaken                                       out         of     his                           for   his    father and   his           integrity                                       to    fulfill     his
                                                        solely                                         respect                                          personal

                        fathers               wishes                                          that          are      not        reflected                                                                                            or
                                                                        wishes                                                                        in         any          binding        legal         obligation

                        undertaking                           and            finally




        iv              he         has requested                         that        this     firm prepare                    and      deliver            this       letter     to you in                final        attempt          to


                        communicate                           to        you      his          and          this     firms         position            regarding                 each and            every             document

                        relevant              to        the        numerous                   claims               you have             made              to     additional           millions            of     dollars            you

                                                    believe                          are      due from                          fathers             estate
                        apparently                                       you                                         your




                                              72d                                                                   7R7fll                    si2                       27V                              -7 77J




                                                                                                                                                                                                                                            01330
     Ms      Adriana                   Longoria
 October                22 2010
     Page




 As         this       firm          understands                    your         demands                   you have                        received                to     date            distributions                 made              both    prior       to

 and          after             your       fathers               death           pursuant                 to      the        Private               Agreement                                                                       the      amount            of
                                                                                                                                                                                     signed               by     you         in


 $3168619.00                                                                                  In    addition                to     these           amounts                                over            time                            to    the    Wish
                                           including                interest                                                                                                   paid                               pursuant
 Letter            and           Private             Agreement                   you have                  also            received                directly              from                        father        vehicles                            home
                                                                                                                                                                                      your                                                 your
 in     Houston                         large         ranch          in    Mexico and                     numerous                         cash        gifts            You         have            now        additionally               demanded
 as         an      unsubstantiated                             and                                                         be                                      $5                                              and
                                                                           illogical               right              to              paid         up         to               million              more                          you      apparently
 claim            that these                  additional              millions                are        due         from                                                                                                                 the    fact that
                                                                                                                                  Shelby               directly
                                                                                                                                                                           to
                                                                                                                                                                                    you         notwithstanding

 your            fathers                estate            was       divided              in        your        fathers                 last       will        between                    Shelby             and        your         other         brother

 Eduardo                        Wayo                      Longoria               after             consideration                            had         been              given                by     your         father            to        payments
 previously                      made            to
                                                          you and Sylvia                                  It
                                                                                                                 appears                    you have                    directed                your           wrongful             demands                 and
threats                and           your        slander       and libel to                         only         Shelby                    After        reviewing                   all    of the           relevant              documents                 we
 have            concluded                      that       only       the        terms             of     the         Private               Agreement                                    signed             on     December                     17     2002
                                                                                                                                                                           you
govern                the        payments                  your       father           had committed                             to
                                                                                                                                       you

                                                                                                    The         Private                Agreement

You          are           fully        aware              of    both          your         fathers              Wish                 Letter             written               in    1992             and        the    subsequent                     2002
Private                Agreement                                                 with                      father                  You           are      also           aware             that                                                             has
                                                      you        signed                        your                                                                                                       your    brother              Shelby
voluntarily                      attempted                 to    see       that    payments under the 2002                                                     Private              Agreement                     have        continued                to    be

made              to
                        you            although                 Shelby           has never had nor does he                                                    now have                          legal            responsibility                  to    make
those             payments                            nor       does he have                             legal        right           to    compel                 the    trust           to    approve            the        release            of funds

that                                    those
             comprise                                  payments


The          2002               Private          Agreement                      was       dated            December                         17 2002                     and         constitutes                    valid           contract            under
Mexican                 law wherein                        your       father            undertook                     to     update               the         earlier similar                         but       less    formal              statement

that         he       referred             to    as             Wish            Letter             when          he had                prepared                that        earlier statement                            in    1992              Although
the          1992               Wish            Letter           was           signed              only          by         your            father             the         more                formal            and         binding             contract

evidenced                       by     the      2002           was signed by both you and your father1
                                                                Private          Agreement              and describes    in


some              detail           the payments your father had made to you under the Wish    Letter from 1992    through

2002             and            the amounts   remaining to be paid as of the December  2002 date   he had prepared     the

more             fomial              2002        Private            Agreement


It    is    clear           from           the        terms         of the         2002             Private                Agreement                     that        your           father           was         apparently                concerned
that         he       might             not      live       long      enough                  to    see         all        of the           payments                     described                   in    that    agreement                     made         to


you          but       he        instructed                 and       was         hopeful                 that        his    two sons would                               continue                   to    make        those           payments to
the         extent              that     they         were          able         to    until        the        terms              of the          agreement                         were            satisfied           The           2002 Private

Agreement                         while          not            formal          bequest                  under             Mexican                law         was         effectively                       private          directive            by    your

father           to     his       two sons                  Wayo           Longoria                 and         Shelby                 to    attempt                to continue                      the    payments                 he had            made
you during                      the     last         13    years          of     his     life       if    he     had         not           satisfied           the        agreements                           terms     by        the     time        of   his


death                      It    is     also          noteworthy                  that         only            Shelby                 has endeavored                                to     fulfill
                                                                                                                                                                                                           your        fathers             wishes            by

continuing                      to request                of the      trust that                   payments                  be       set        aside         for       that        purpose


While             the           2002          Private            Agreement                     does             not         impose                     legal             obligation                  on        Wayo          or     Shelby             under

either            Mexican                  or    US         law      to        continue             the         payments                     described                    in    the        agreement                    Shelby              alone           has

made              the           significant                effort         to     honor             his     fathers                    wishes             that           payments                     to    you     continue                 under           the

Private                Agreement                            Shelby              considers                      the         2002             Private                Agreement                         with        you         and          the         similar

agreement                        he     made              with      Sylvia             to      represent                         fathers               commitment                         to        his     daughters                and        although

the         law        does            not       continue             that         obligation                   after            his        death             Shelby                made              the       decision             to    attempt            to


continue                to        carry          out       his      fathers             wishes                   In        fact            the    Private                Agreement                        between             your         father           and




     Tile     2002              Private
                                                Agreement                  and         tile    2002            Will        were        signed            at    practically                the        same         lime        and         although          you
claim        to       be        entitled        to    the       payments               described                in    the        2002         Private       Agreement                           you        have     made            allegations             that


your        father          was         not of        sufficient           mental             capacity            to       execute               the    2002 Will This                          is    an       obvious            contradiction             and

you        cannot               have     it   both        ways




                                                                                                                                                                                                                                                                   01331
     Ms     Adriana               Longoria

  October              22 2010
     Page




  your       sister              Sylvia           was         satisfied                with                 combination                    of    lump         sum payments                               the                   following
                                                                                                                                                                                                                    year                               your
  fathers              death                                                                                           has
                                       at      Sylvias               request                     Shelby                            continued             to       request                that       the         trust
                                                                                                                                                                                                                               agree         to     allow

  payments                  to    be     made           to     you             since         Mr Longorias                           death             often        in    excess               of the            amounts                                        in
                                                                                                                                                                                                                                      provided
  the     2002           Private               Agreement                        solely            to        fulfill      his       moral         obligation                 to     your         father              and        his
                                                                                                                                                                                                                                       expressed
  desire          to    provide              for     you             In    addition                    Shelby             has           arranged             to    provide               100%            of the            support           for       your
  mother            and          has         paid       off      the           loan         on         the        condo             in    Houston                 currently               occupied                             Mrs Longoria
                                                                                                                                                                                                                     by
  although              you and                Sylvia         are         the    direct               beneficiaries                      of that loan              repayment                   as        the        shareholders                   in    the

 corporation                  that       owns         that           condo


 One         of     your          ongoing               allegations                    this           firm         has        researched                 and            addressed                   is        the     idea          that     there             is

 some document                               or      some            set        of    documents                          that       your        father        may have                    executed                   during           his     lifetime

 that       was         more           generous                to     you            personally                       than        the     documents                    which         have               been         recognized                          the
                                                                                                                                                                                                                                                  by
 probate            court           as       being        Mr Longorias                                testamentary                       documents                      This        firm        has            reviewed              each         of the

 relevant              documents                     and         set           forth         below                 are       our         opinions            on         the        legal           effect           of     both        the         goals
 expressed                  and         anticipated                  in    the         documents                        when                     father           executed                them            and         the       revisions               that
                                                                                                                                        your
 he     made            over           the     years          as          his    plans                for     his       estate           solidified               Shelbys                                            in    the       U.S          and      in
                                                                                                                                                                                         attorneys
 Mexico have                      researched                   all        of    these            issues                and        the     information                  which         follows                                                      of the
                                                                                                                                                                                                          is          description

 important              documents                     and            events            which                 occurred               between              1992            and        2010            and            our     analysis               of     the

 legal       enforceability                     of your           2002           Private                Agreement




              History               of       Important                    Documents                           and        Events            Between                 1992-2010


                              The 1988                Wills           and            the 1992                   Wish           Letter



Throughout                    his       life      Mr         Longoria                  was                  Mexican                citizen            He owned                     and         directed               the       operations                 of

several           companies                     in   Mexico the Mexican                                               Companies                   and        his        net       worth        was            at    one        time     valued             in


excess            of     $10           million            before                he     suffered                       substantial               losses            in    the        period               from 1989-1995                                 Two
severe            economic                   events           seriously                    depleted                   your         fathers         U.S assets and his total                                           net        worth        during
that      period              At       some          point           in    the       1980s                  your        brother            Wayo      moved his residence  to                                              Austin        Texas              to

embark             upon            various           real        estate               ventures                           with       Mr         Longoria                and        Shelby                signing            as guarantors
on      many           of     the       loan         documents                       Wayo               used            to     buy        properties               in    Austin               on                                       leveraged
                                                                                                                                                                                                        considerably
debt         With           the        crash         of      the      real           estate             market               in    Austin        in    the        late        1980s                Mr         Longoria               and      Shelby
suddenly               became                directly          liable            on        their        guarantees                       for millions              of dollars                 of debt              Wayo          had        incurred

in    his    real       estate              speculation Ultimately  Wayo filed for bankruptcy     protection   against    his creditors
an     option           not       taken     by although   available  to Mr Longoria   and Shelby        Multiple claims     were made
against            Shelby               and  Mr Longoria     as guarantors    of the  debt    and   over       long   period   of  time
reductions               of the             debt were                 negotiated                       and            approximately                   $4      million             was         paid        out        to    creditors              some
of    whom             Wayo            had        been         discharged                        from            in    his        own bankruptcy                          These               legal           actions           took        their       toll



on     the        value           of    Mr         Longorias                     estate               such             that       the     only        significant                  U.S         asset                                        was         the
                                                                                                                                                                                                                   remaining
valuable               Laredo            house               which              Mr                                                                                                                            when
                                                                                            Longoria                   gave         to
                                                                                                                                           you and                Sylvia            in        1995                             he    transferred

50%       of the         stock           of     Casaco                Inc        to        each             daughter


In    addition           to      the        Austin        financial                  disaster                 during           that       same         period               the     Mexican                    Companies                    suffered

severe            financial                 setbacks                 from            multiple                   peso           devaluations                            Mr         Longorias                     net        worth            dropped
significantly               and         his estate               plan           for        his    family               was reconsidered


 1992 Mr Longoria
In                    had                                            two        wills            in    place             one        executed                 in    Mexico                in    1988     the                1988            Mexican
Will providing that upon                                         his       death                 ownership                    of the       Mexican                Companies                        would be                divided           equally
between             his       sons             Shelby and                      Wayo                   The         second                was           will    he executed                          in    the        United           States            the
1988         U.S            Will               The 1988                    U.S             Will        left       the        property            he     owned                in    the        United               States            at the        time
including              the         Laredo            home                  to        his         wife           with               remainder                 to        his        daughters                    at     his       wifes         death
However                 after          many          of       his         Mexican                     and         U.S          assets           were          depleted               as                 result            of   the     losses              in


Austin        real          estate           and        other             business/currency                                   reversals               that        occurred               prior           to     1992            Mr      Longoria




                                                                                                                                                                                                                                                                    01332
     Ms      Adriana              Longoria

     October22                   2010

     Page




     determined                  to
                                       put     in    place                 new           plan         and             program              to        provide               current              significant                cash         transfers               to    his


     daughters                   Sylvia            and       Adriana                  and             to     have              his        sons                               to       take        care           of               wife              He
                                                                                                                                                              agree                                                    his                                  clearly

     abandoned                   the         idea         of              separate                     U.S              Will      and                instead                instituted                                                                   that
                                                                                                                                                                                                             gifting             program                              put

     immediately                  available               cash            in       his      daughters                         hands                 to        effect              transfer             of      their        share              of    his     estate

     over                period         of     time                For         his       sons               he         earmarked                         the          non-cash                  business                   operations                    requiring
     hands-on              daily        management                            and         work             and           considerable                            business                  experience                   and         risk        to       maintain
     and     realize            any      lone-term                 value


     Because              by 1992              Mr       Longoria                   had           no    appreciable                        business                    or investment                         assets           left       in   the      U.S Mr
     Longoria              implemented                       his        gift       giving             plan             and      prepared                        the        1992             Wish            Letter           mentioned                     above
     promising             to     give         over                period             of      time $3                   million           to        each             daughter                   The          $3     million             gift    required              no
 corresponding                         work         on       your         or your                sisters                part         and            gave             each         of   you                 risk-free          source                of funds           to

 be        paid        out       in   installments                       beginning                    in    1992                Of        significance                      to     Shelbys                  general              feeling            of       moral

 obligation                to     his       father           is     the        fact that                   the         Wish          Letter               provided                that           in    the        event           of     his        death            the

 Wish          Letter            was          to    act       as           non-contractual                                   directive                   to     Mr         Longorias                   sons           to     use         their        efforts          in


 operating                 and          managing                    the            Mexican                   companies                         so             as      to     allow              those          companies                       to
                                                                                                                                                                                                                                                      generate
 sufficient                income             to     continue                  making                  payments                      to
                                                                                                                                           you and                     Sylvia                   Thus             even        after
                                                                                                                                                                                                                                             your          fathers

 death              it    is     clear        that        he        desired                his         daughters                     to     have                       flow           of    cash            with            no     obligation                to       do
 anything                  to     be        paid             and          he         intended                     and           desired                       that         his        sons            receive               only         the         operating
 businesses                      assets             that          required               full-time                    management                              and          work            considerable                     risk-taking                    and        no
 guaranteed                     cash         flow as               their       share              of       his        total     estate



 Based            on            review             of these              documents                          It    is    clear        that            Mr         Longoria               Intended                  the        1992         Wish            Letter       to

serve          as               substitute              for       the      earlier               1988             U.S          Will        and            to        serve         as            corollary              to     his        1988            Mexican
Will          The          Wish          Letter           provided                        series                 of    nter       vivos                  gifts       to    each            of    his        daughters                   over         time        with

the         total        gifts        worth               very           significant                   percentage                         of        the        value             of    his       entire           estate           at     the        time             By
preparing                  the        1992         Wish            Letter            and         making                  this     series                  of inter vivos                        transfers              to    his
                                                                                                                                                                                                                                        daughters                    Mr
Longoria                  attempted                to create                       mechanism                           that could                   provide                you and              your         sister
                                                                                                                                                                                                                            Sylvia             the       ability      to

share          in         his                                estate                                    his            death           so            as                allow                                not                   create                          own
                                  expected                                     prior             to                                                            to                     you        to                only                              your
investment                      fund        over        time         from            the         cash            generated                     from             his        Mexican               holdings               through                the       monthly

payments                        but      also        to        start           immediate                         distributions                           to     you         to        protect              you         from           future             financial


setbacks                  similar        to    those              your        father             experienced                         in    the           late        1980s


Beginning                  with        the     first      payments                       he      made under                       the          Wish              Letter            Mr        Longoria                 maintained                         detailed

statement                  of the        amounts                   he      paid          each          daughter                  under                   the        Wish          Letter--this                    statement                  also        showed
the        remaining                  balance             left      to     be        paid         at       any          point        in        time            from        the        starting              balance              of     $3      million              As
time        went           on         and     he     became                    less           involved                  in     the        businesses                         he        required                his     sons             and          ultimately

only         Shelby               to     take        over               the        operation                     of      the      Mexican                        Companies                       and          the          maintenance                      of       the

account              statements                    for    each           daughter


Thus           in        1992         the     Wish           Letter            directive                   represented                              significant                   portion             of     Mr Longorias                           net     worth
It    provided             that        $250000                    was         to     be       paid          to        each       of       Adriana                    and         Sylvia         between                1992           and           1997        in    59

monthly              installments                   of     $4000                   with               final           payment                  of        $14000                   After          these            first     60        payments                were

made           the             remaining                balance                 of       $2750000                            was          to        be          paid        annually                  in     10       equal             installments                  of

capital           --      with        120      monthly                  installments                       of         interest            added                 --
                                                                                                                                                                      provided                  funds          were          available                from           the

operating                  cash         flows           of        the      Mexican                     Companies                               If        the         provisions                 of     the        Wish            Letter            had       been
followed                 exactly            Adriana                and         Sylvia             would                 have         received                        approximately                         $300000                  each            year         after


1997         and would have                          received                  the        full        amount                 of the            payments                     to satisfy                the     terms          of       their         respective

gifts       under               the    Wish          Letter              by        the        year               2007             However                            as you and                       Sylvia           frequently                   requested

additional                 amounts                 be      paid           to
                                                                                   you           between                     1992          and                1997           you were                      ultimately               each             paid        over

$500000                   during         that        first
                                                                        year          period leaving                            approximately                               $2500000                        to    be        paid        to     each         of you

over        the          next     ten         years               These              cash payments                                in       addition                   to the           interest              transferred                  in    the        Laredo

house             were           assets            that        required                  no      time             commitment                             no         management                         expertise                 and           no    business

or personal                    risk    of either                         or your                 sister
                                                              you




                                                                                                                                                                                                                                                                            01333
      Ms         Adriana              Longoria

      October22                      2010

      Page




                                    The             2002       Mexican                   Will        and         the       Private               Agreements


      In    November                      of     2002              Mr       Longoria                 executed                        new         Will        in     Nuevo              Laredo              Mexico                              2002
                                                                                                                                                                                                                                   the                           Will0
     that                                    be                                       and
                  proved             to               his      last        will                     testament                revoking                  all    prior         wills.2            That 2002                     Will            referenced
     transfer                Mr       Longoria                 had          made               to    place          all     of       the     Mexican                  Companies                       in          Mexican                     trust         for       the
     benefit             of     his       sons                 The          trustee                took         responsibility                    for     the        legal                                        of               of        the      Mexican
                                                                                                                                                                                   ownership                            all

     Companies                        The            trust provided                      Shelby                    60%          beneficial               interest               and Wayo                       40%           beneficial                     interest

     later        the         value            of the          interests                 was         equalized               by       the        further            transfer             of    real        property                 to       Wayo                     The
     2002         Will         referred                to      and         acknowledged                            his     wife           and          daughters                  but                                  did         not
                                                                                                                                                                                            expressly                                         provide                 any
     further         bequest                   to     either         of     Adriana                 Sylvia          or     Mrs Longoria


     Instead                 Mr       Longoria                     updated               the        terms           of     the        1992             Wish          Letter             incorporating                        its        terms            into         the

  more            formal            2002              Private            Agreements                       prepared               separately                   for     each             daughter.3                 With             the       restatement
  of the            substantial                      gifts     to        both         you and               Sylvia              he     did        not     further               reference                 an     additional                   bequest                  for

  his
             daughters                    in    the         2002          Will           It    was Mr Longorias                              express intent that Shelby and Wayo  continue

  the        Private               Agreement                       payments                    after        his       death                When he had finished the documentation    of his

  planning                     namely                    the       transfer               of        the         Mexican                Companies                      to         the        trust          the         restatement                           of       his

                                          to his            daughters                    and         the        2002        Will                                                                                            he
  gifts/bequests                                                                                                                       transferring                   all        other        properties                            may have                      held

 at        his    death             to     his        sons           Mr          Longoria                had completed                           his     final        dispositive                   planning                 of     his       estate              as       it




  existed               at     that       time               All    of these                  dispositive                 documents                    were          executed                 within             months                 of    each           other
 and         when              read        together                  they         clearly            demonstrate                       that       your        father             had        carefully             provided                   for      all        of   his


 family            in          manner                 that         he wanted                    directed                  and        intended.4



 On December                              17 2002                    the         two      separate                  private           agreements                      were             executed                  between                 Mr         Longoria
 and         you and                  Sylvia             Longoria                      Of      course              neither            daughter                has           ever        claimed                that          Mr                                    was
                                                                                                                                                                                                                                        Longoria
 not        competent                     to        enter          into         these          Private                                                  Each           Private                                                                              served
                                                                                                                   Agreements                                                                Agreement                       effectively
 as an            updated                 restatement                       of the            Wish          Letter         and         included               the      precise               remaining                  balance                due               as    of

 December                       2002                of      the      original                 $3     million              provided               for      each              daughter                in     the         original               1992               Wish
 Letter                        copy            of      the         statement                   of    each            account               was included  as an                                      exhibit            to     each             daughters
 Private            Agreement                         showing                   the      history          of     payments                  made with respect to                                     that       daughter                  and        verifying
the         remaining                     balance              under              the         agreement                    the        Ledger                        As payments                          were          later            made           to        each
daughter                     under             the       2002            Private              Agreements                    during               his     life       and          after        his     death             through                the          efforts


Shelby               has           made the                        Ledgers                were            continually                  updated                and           the        Ledger              for     Adriana                   now shows
approximately                       $725737                         as      the       current             remaining                  balance




      As     noted             above             In      December                 of     2002        you         and       your        father           negotiated                    and     you         and      he        signed             the         Private


Agreement                      and        you         have         never         claimed             that                  father         was       not      of     sound             mind      nor        too    feeble            or aged                 to    have
                                                                                                                your
had         the mental                                                                                                                $2.5
                                         capacity             to    agree          to    this       approximately                                 million          payment              to    you         restated            tn    that       agreement
However                  you        have            asserted              that     the        month          earlier         your          father        was         too feeble               to     have         executed                   the 2002 Will

and         you         have          actually               suggested                 that         Shelby          exercised                                          influence               over                     father           to        coerce             his
                                                                                                                                                  negative                                                  your
execution                of    the        new         will         Your         inconsistent                                    is   so    obvious            that         no     further       comment
                                                                                                            position                                                                                                    is    required
      At the time               that       he       executed               the 2002                Will     in     addition           to    his                        business                                                friends             and
                                                                                                                                                    multiple                                  relationships                                                      family

all        agreeing            that        he        was       alert        and          competent                  Mr       Longoria               also          relied         on    his     friend            and        physician               in       Nuevo
Laredo             to    act       as          witness              in    his     2002          Lest        Will     and        Testament                    There          is    also             signed         letter           in   the        family          files

from              well        respected                Laredo              Texas          Physician                testifying             that    he     was         of     sound           mind           In     addition               Mr        Longoilas

lifelong           end         very       well         respected                 attorney            that       prepared              the        2002        Will     has         recently           restated               his     opinion              that         Mr
Longoria                was        the     author             of    the contents                    of    his      own      documents                    very        thoughtful               of    the     plans            he     had        established

for        each     of       his    children                and      knew          precisely              what       he     intended
      His    oral        bul                        expressed                   intent        was        that      Shelby            and                     would          care                           mother                                                death
                                   clearly                                                                                                  Wayo                                        for   their                          following              his

in           manner                that      allowed               her      to     remain            comfortable                     but    without           the                       to                             the                                   estate
                                                                                                                                                                          ability              dissipate                           remaining
assets              Shelby            has           honored              that    directive




                                                                                                                                                                                                                                                                                01334
      Ms      Adriana            Longoria

      October         22 2010
      Page




      The       Private         Agreements                                    each       daughter                                                                      and                     were                  be
                                                                   for                                               provided             that        Shelby                      Wayo                         to
                                                                                                                                                                                                                            responsible
      for                                                  to                  sisters                 the
             making            payments                          their                           in               event         they        had            not    been         fully     paid          off     at    the        time      of    Mr
      Longorias             death                The         funds            to    make         the         payments                 were        to       be    taken         from       the                               cash        flow      of
                                                                                                                                                                                                   operating
      the     Mexican                Companies                          if    available                    However                  neither                Shelby           nor     Wayo                               either
                                                                                                                                                                                                       signed                           private
      agreement                            did         the      Mexican                                                                   which             Mr                            has
                                nor                                                   trustee                of      the      trust
                                                                                                                                                                      Longoria                          established                     Wayo
      perhaps                    virtue              of    his                                                               has
                       by                                           presence                 in        Austin                         never            undertaken                  to    participate                  in    fulfilling          his

      fathers        wishes                  Shelby             undertook                  that task                 alone                  he              now       the      brother
                                                                                                                                    yet               is
                                                                                                                                                                                               you have                criticized              and
      threatened


      The      2002         Private               Agreement                        between                 Adriana              and        Mr          Longoria               showed             an          unpaid             balance          of

      $2069100                  as         of    the       date          it   was executed                             in
                                                                                                                             December                      2002          At       the    time           that        agreement                  was
      signed         Adriana                had           requested                 that     her        monthly                payments                    be    reduced            to    extend             the                       of time
                                                                                                                                                                                                                      length
      she would                receive               payments                  and       accrue               interest           on       her         remaining                balance                  Therefore                 the       2002
      Private       Agreement                         provided                that    she         was             to        receive        monthly                payments               of    $12500 composed     of

      principal       and            interest              totaling             $150000 annually until                                      the        account              balance            of $2069100 together
      with    the    interest               accrued                on        that amount was paid out                                            Following               the      execution              of the            2002        Private

      Agreement                 Adriana                   however                  frequently          monthly payments
                                                                                                             requested   exceeding $12500      Shelby
      accommodated                         these           requests             as funds were available   and Adriana received  on average $200000
      annually        between                    2002            and           2010 both prior to and after Mr Longorias       death   Shelbys   staff

      recorded         each             of       these          payments                 on       the           Ledger              and      the           remaining              balance              after         each        payment
      and forwarded                         copy           of the            Ledger         to    Adriana                    regularly           each           month         for her         review


                               Gifts            of     Stock            in    Casaco                  Inc              and      Payoff            of        Debt       on      the Houston                      Condo                   1995-




     In    1995      Mr         Longoria                  gifted         500        shares            in     Casaco              Inc        to    each           of Adriana              and      Sylvia             constituting               all



     of the     stock           of that          Texas             corporation                        At the           time         the     corporation                  owned           the      Laredo              home Mr and
     Mrs        Longoria                used              as       their           U.S       residence                        valued             at        approximately                  $600000                     in 1995 The
iJ   daughters              50%             interest               in    the        value         of         the        Laredo            home was                    not      deducted                 from         the        $3      million


     provided         in       the         original             1992          Wish          Letter            or       the     later       2002             Private           Agreements                       The         transfers             of

     stock      were        treated               as independent                            of    the         gifts          from     Mr         Longorias                  estate        of     cash           payments                under
     the     Wish     Letter




     Following            Mr            Longorias                       death          in
                                                                                                 2005                Mrs         Longoria                   established                       residence                    in     Houston
     presumably                 to     be        closer            to     her       daughters                        To       accommodate                        Mrs          Lorigorias                move           Casaco                  Inc

     purchased                  condo             in      Houston               the Houston                          Condo             in    2005


     To      make      this          purchase             Casaco     Texas            Inc         formed
                                                                             Casaco LLC which bought the                      subsidiary

     Houston         Condo                 for       $1130065        make the purchase
                                                                                    taking
                                                                                         Shortly           mortgage
                                                                                                  thereafter                        loan         to


     Casaco    sold  the Laredo   house  and the loan on the Houston   Condo was reduced by the $825353
     net  sales   proceeds   received   on the sale  of the house     The  loan was completely   paid  off   in


     December              2009                 with        funds             from         the         Mexican                  Companies                        operating               cash           reserves again                          on
     Shelbys         request                    and        with         no         reduction               to      the        amount             posted            on       the     Ledger              which recorded                         the

     transfers        pursuant                   to       the    updated Private Agreements   As of                                       2010 the Houston                                                   condo          was        valued

     at   $1400000         such                      that       each daughter now owns approximately                                          $700000 of the                                             value         of the          condo
     in   addition         to        all    of the           personal                property                owned             by Mrs Longoria   in the condo                                                  Again            this      asset

     requires        no        work             no     management                          no         risk      of     loss      just       as        your       father        intended                  All        risk-taking           was
     according            to     his        estate              plan assigned                          only          to
                                                                                                                             your      brothers                 and      ultimately             fell
                                                                                                                                                                                                         exclusively                   on      the

     shoulders         of       Shelby




                                                                                                                                                                                                                                                       01335
                Ms    Adriana               Longoria

                October22                  2010

                Page7



                                           The Payment                       of    the Remainder                             of    Sylvias                Private               Agreement                         in       2006


            During              the   early        2000s            Sylvia           Longoria                  requested                 that       the     remainder                      of her               balance              pursuant                to     her

            Private             Agreement                 the           SLI         Private              Agreement                         be        paid        to      her          in    shorter               Installments                         In    2006
            Shelby              informed            you       that        Sylvia              had        requested                       prepayment                      of      the        remainder                      of      her       balance                but
            that       he would               be     unable                    seek            consent               from          the    trustee                        do      the        same
                                                                        to                                                                                     to                                               for
                                                                                                                                                                                                                       you due                 to           lack         of
            available             funds           from        the       Mexican                Companies                           you        also        wanted                                                           of funds             under
                                                                                                                              if
                                                                                                                                                                                      prepayment                                                                  your
            Private             Agreement               at the          same time

            You        expressed                   no     objection                    and          requested                  that                                                         the                                         balance
                                                                                                                                           Shelby                pay            you                        remaining                                             then
            $1374262                   as     of    December                      2006              in
                                                                                                         longer             installments                  so     as        to     last      as        long            as      possible                and        earn
            as much               interest          as    possible                     With                                                                                                     the        remainder                    of     her     balance
                                                                                                    your            approval              Shelby             paid          Sylvia
            and       Sylvia          signed              release              on        December                    29 2006              to        the     effect            that         the    balance                    on     the        SLK         Private

            Agreement                  had been               paid        in      full




                                       The Value                   of    the MexIcan                           Companies from 2002.2010


            Beginning                 in    the    early           1990s            at        Mr Longorias                         direction                Shelby               began                to    take             more            responsibility
           for       the        operation           of    the           Mexican                Companies                      with        Mr          Longoria                   playing                   as         time         passed                        more
            limited        role       in    managing                the        companies


           Shelby           had been               involved              in    one         way           or another                in    the        businesses                    in       Mexico                with        his     father           since            he
________
           came home from                           college                He       started              working             on           full-time              basis           in    1975            and            Mr        Longoria               had         put
           him        in         position           of                                         in                                  the                                                1978-1979                            As Shelby                   became
                                                          responsibility                                 managing                         companies                        by

           increasingly                    involved           in   the       daily        operation                  of the         Mexican                 Companies Mr                                   Longoria                was         able         to    turn

                    attention              to other                                             and                                                   Since
           his
                                                          family             matters                           ranch        activities                                that            time Shelby has                              lived
                                                                                                                                                                                                                                                through                all



           of    the       ups and                downs            of   the        family            businesses                     including               the          severe             losses                sustained                    in     the        early
           1990s           in    Austin           and    the        major peso                  devaluations                       in    Mexico


           In    addition             Shelby            has        dealt       with           significant              political          instability                 in      the      region              and         the                     real        threats
                                                                                                                                                                                                                                   very
           of    kidnapping                  torture          and        murder               that                                                               businessman
                                                                                                          is    part of working                      as                                                    in    the         cross-border                   areas
           of northern                Mexico              Street             violence               and         shootouts                are        an      every             day occurrence                                  It   is
                                                                                                                                                                                                                                         dangerous                     to

           travel      to       many         of the       areas              in    which            the        businesses                 of the            Mexican                   Companies                        are         located             and        it    is


           that      environment                   that       Shelby              works             in
                                                                                                         daily         to    make          the        businesses                       successful                          He       feels           very         loyal

           to    the       employees                 of       the       Mexican                Companies                       and        wants             to        make             the        businesses                        work            for      these

           employees                  also        but     he        does          so      knowing                   the     personal                risks        involved                  in
                                                                                                                                                                                                 just going                   back             and      forth          to

           monitor          the       companies                    activities                  This            Is   not           safe        stable         environment                          and           the        very         real        possibility

           of    governmental   nationalization of                                             the         businesses                    is
                                                                                                                                               always               on          his    mind                     When            you          contrast             the

           dangers     and instability that Shelby                                              confronts                   daily        with        the       very           stable             cash            flow         that        Mr          Longoria
           had       set    up for his daughters you begin                                                     to   see      how concerned                               Shelby             is    that           nether            Adriana              nor       her

           advisors          understand what he must deal                                                  with        to    ensure             that        her       monthly                   payments                     can        continue             to     be
           made on                    regular       basis


           In    2002           the        Mexican            Companies                       conducted                     several           different               businesses                       in       different               locales                  Over
           Shelbys               years        as manager                       of        these           companies                       these            activities                  have        increased                        significantly                    an
           increase             attributable              exclusively                    to    Shelbys                 diligence               and          hard         work                   The         success                 of       the      Mexican

           Companies                  required            dedicated                      full-time             active         work totally                     different               from            the        passive                flow         of    funds

           your       father          had         arranged               for       his        daughters                      Mr Longorias                             thought               was             that        if    his       sons           were            to


           achieve          value           from        the    Mexican                   Companies                        they      had        to    earn           it




                                                                                                                                                                                                                                                                              01336
      Ms      Adriana             Longoria

     October          22 2010
     Page




                The         Enforceability                         of    the         Terms          of      Adrlana                   Longorias                      2002           Private                  Agreement


     The      2002          Private           Agreement                       Adriana            signed              with            her      father           is                             to     Mexican
                                                                                                                                                                     subject                                                   law           specifically
     the     law      of     the        State        of         Tamaulipas                   Mexico.5                     It     was          executed                   by        Mr          Longoria                   and             Adriana             and
     neither         Shelby            nor     Wayo             were          involved            in    its     negotiation                        or    in    the      execution                       of the      agreement


     As       private            agreement                 to      be        dealt     with       independently                            of the                                  of    Mr Longorias                                2002                      the
                                                                                                                                                              probate                                                                                Will
     formal         probate                                                   Mexico                                                 did                 include
                                       proceedings                      in                   appropriately                                  not                            administration                           of the                2002          Private
     Agreement               or        consider            it
                                                                   part       of     the     probate                of     Mr Longorias                              estate                   It    is       what         it    is        labeled

     private        agreement


     Because              neither         Shelby                nor     Wayo           signed               the      agreements                          they        would               not                                          be                          to
                                                                                                                                                                                                     individually                             subject
     enforcement                  If    payments                   were        not        made under                           U.S         or      Mexican                 law             After                           fathers                 death
                                                                                                                                                                                                              your                                                in

     2005       however                  you     are        certainly                aware        that            payments                  did          not       stop            It    was            through                Shelbys                  efforts

     that     these          payments                    continued                      He        has          not        only             been                    key        person                    in    helping                 the          Mexican
     Companies                   produce            sufficient                cash         flow        to     fund             the     monthly                 payments                        he        has        also             corresponded
     with    the     trustee            of the       trust         to                                         for    transfers
                                                                         gain        approval                                                  of the           monthly                 payments


 As         you     well         know         from                           conversations                     over             the                                             has always
                                                           many                                                                         years Shelby                                                               felt        that         the       Private

 Agreements                      represented                       commitment                     made by                      his    father             to    give        each            daughter                 their             share           of     their


 parents estate                          to     be        paid           over               period             of        time          as          his        father          had             directed                         Because                  of     his

 commitment to                         his fatheis                 wishes              Shelby               alone         has          made              the       efforts                                          to                      his       fathers
                                                                                                                                                                                        necessary                          fulfill


 wishes             and          honor        the                                         funds          made over
                                                         requests                for                                                       the      years                Shelby                    was        also          the           person             who
 made           sure        the        condo        loan           was                     off                                                                          who
                                                                               paid                    Shelby was                       the         person                              increased                  the         interest               rate     on
 the        unpaid          balances                in     the        Ledger              statement                      What has                       motivated                  him             to    fulfill     an          unenforceable
 contract            and         pay more                than           the    contract             provided                    for           It   was         his       love           for        his       father            and         his        love     for

 his
          family



 In       summary Shelby                         has never                     been         obligated                to         continue                 the        monthly                                              or      to        ensure            that
                                                                                                                                                                                          payments
they         were          continued                 but           he        has     in    fact        taken                                                                       to      see           that       there                 was
                                                                                                                          all
                                                                                                                                     necessary                     steps                                                                              money
available             to         make         the        payments                    and        that        the      payments                       were                                                     the                              be        made
                                                                                                                                                                    approved                       by               trust             to

While          he had            only        what        he        perceived               to    be           moral commitment                                     to                   his fathers                                              he     has
                                                                                                                                                                         fulfill                                         wishes                                   in

fact        worked          tirelessly           to      fulfill        them


             Adriana1s                 Allegations                    Against Shelby


The         2D02          Will     and        the        2002           Private           Agreements                      were             executed                  at      virtually                  the        same time                          Neither

sister        has         ever         complained                  that       her      father          was          not         competent                     to    enter           into           the       Private            Agreements
each          have         accepted              benefits                through             those             Private                Agreements                        and         after                                                                  was
                                                                                                                                                                                                     Sylvias                agreement
paid         out you have                     continued         demand that your
                                                                        to                                                      Private            Agreement                       be honored                            Interestingly                       you
now          claim         that         Shelby           somehow negatively  and                                                unduly              influenced                     Mr                                                exclude
                                                                                                                                                                                                   Longoria                to                              you
Sylvia              and      Mrs Longoria                             from           Mr     Longorias                      last        will         executed                   one            month                before                  the        Private
                             in 2002 You                         claim               the        benefits             of the            Private
Agreements                                                                     all
                                                                                                                                                              Agreement                    you           negotiated                       directly           with

your         father        in    late     2002            yet         you      claim         that       Shelby                  manipulated                        Mr      Longoria                     during            his         failing           health

in    the     execution                 of the      2002              Will     one        month             earlier



It    is this       firms         opinion           that         the         allegations               you        make               concerning                    Shelby                and            your        demands                       for    more
money               are      meritless                    Given              the       historical               background                          underpinning                         the            decisions       Mr                        Longoria
made           regarding                his     estate                planning             and         the          independent                          testaments                      to        the                               of     his       mental
                                                                                                                                                                                                              quality
faculties            in    2002          including                 the        letter       from         his         physician                 testifying                that        he         was            of    sound                 mind          at the

time         that     he         executed             his        2002          Will        and         the        2002               Private             Agreements                           your            allegations                     regarding




     By     their                      terms        neither             of the       Private                                                       Adriana              and                         were                                              laws
                     specific                                                                          Agreements                      with                                        Sylvia                          subject            to     the               of

he        United      States




                                                                                                                                                                                                                                                                       01337
     Ms          Adriana                  Longoria

     October                  22 2010
     Page




     some               type            of     negative                 influence                    are        groundless                          It    is    the       case         that            Mr      Longoria                     excluded                  you and
     Sylvia              from            his       2002             Will         because                     he       had          already                 provided               for       your bequests                                in     the        earlier       Wish
     Letter              which                he                                                                                  2002
                                                        updated               at the            time            of     his                         Will        by    executing                  the         new          private                agreements                     with

     you and                  Sylvia               in    2002                 He      intended                    for    his           continuing                   and        substantial                    long-term                     inter vivos                   gifts       to


     provide                 for        his     daughters                     both        during                his     hfe5            and        to     serve           as         nest          egg         for       you          to      use       to    provide              for

                                                                   death                                                                                             Wish                              and
     yourselves                         after           his
                                                                             as expressed                                          in       both          the                       Letter                          the        Private                Agreements
     Sylvia             both            understood                       and acknowledged                                      your           fathers             intentions                 to    Shelby                     it    is     only       you Adriana
     that        makes                  and        continues                   to     make such                        meritless                   claims


     Approximately                              $725737.00                          is        left      on      the      Ledger                   under Adrianas                           2002              Private               Agreement                    as        of    this


     date               The         Ledger                reflects
                                                                                payments                      made                over        the         past       18     years The                       current              projection                  shows             that

     payments                      can         be       made             in    the amount                       of      $150000                           year        for the          next                 years Mr Longoria    believed

     that        the         $3000000                          provided                  each            daughter                      in    the        original          Wish             Letter           and later as the terms were

     updated                 in     the         2002            Private             Agreements                           reflected                         fair
                                                                                                                                                                     apportionment                           of his           net        worth          both            in   1992
     and          later             in       2002              These             payments                       under              these            agreements                      have           provided                   Adriana                 with           18      years
     of     an      income                    stream               to    date            with           another                                         left              total        amount                 sufficient                   to    live
                                                                                                                                       years                                                                                                               comfortably

     and         make               plans               for        the        future               to        provide               for        your             own        support                 your             estate             planning                  and            your

     retirement                     if    used           carefully.7



 Any             increase                     in      the       value            of      the            Mexican                   Companies                       that      has         occurred                    over           the          years          and           most

     particularly                       after         Mr Longorias                              death             in    2005                 has been                   the     result             of       Shelbys                   long        hours              of      work
 personal                         sacrifice               and            resourcefulness                                and            cannot                  under           any         rule         of        law         or      private                agreement
 create                 an        additional                   obligation                 for
                                                                                                     Shelby              to        provide                now             larger           bequest                  to     his        siblings                  Any          such
 demand                      is    without               merit




 Shelby                  has            made              every              effort           to     cause              the        trust           to      allow          the       Mexican                   Companies                          to     continue                the

 payments                           to         you            and            Sylvia                in        accordance                           with          the        provisions                        of      your             respective                        Private

Agreements                                   as       evidenced                     by         the           payment                    of        the      balance              to
                                                                                                                                                                                           Sylvia             in     2006             and             the     continued

 payments                          to     you Adriana                            through                 September                            2010                He has honored                               requests                    by you             to        provide

 amounts                      exceeding                       those            provided                    in     the        payment                     schedule               of the            2002              Private              Agreement                        out       of

 respect                 for        his        fathers                 wishes                 and        even                if   misplaced                       his     love         and         affection                  for      his       family                 Shelby
has              taken              on         the        sole           financial                   responsibility                           of     caring             for       his        mother                  Mrs              Longoria                     and         has

provided                      her         with           monthly                 cash              payments                       of    approximately                          $17000                  since             Mr           Longorias                      death          in


2005                    In        addition               he        caused                the         loan         on     the            Houston                 Condo             to       be     fully        paid           directly                benefiting                  his


sisters                  equally                   from            funds              provided                    from             the            operating               cash             flows             of     the          Mexican                   Companies
without                  further               reducing                  the        Ledger               balances                           No one             but      Shelby              has         made any                      effort          to
                                                                                                                                                                                                                                                             provide               for


the         women                   in        his family                in    accordance                        with          his fathers                      wishes




      It    also        seems                 clear       that      after        suffering               the Austin                     financial          disaster            and         the several                   Mexican                government                    peso

devaluations                                       father           wanted               his       daughters                 to    begin           to     have        the      benefit            of    his       estate           immediately                     to     protect
                                        your

you          from        the possible                         future         loss        of    his      entire          estate                He     treated            your brothers                       quite        differently                   he     left      them        to


their            own          work             ethics              and        their       own            decisions                 on         risk        taking         and  entitled                      them           only          to           possible               future


inheritance                       through               his    will      after      his        death            for     the assets                   at    that      time

       It   Is    this        firms            understanding                        that        Shelby               frequently                   advised            Adriana            to      spend              her        money             wisely         and           not    to


                    the           funds         she           receives              on        frivolous           consumer                        purchases                    He      has        spoken                 on    numerous                    occasions                to
spend
                              Hart            Adrianas                                                                         him                 help        Adriana                          both          her                               choices            regarding
Raymond                                                                  elder        sons              to      enlist                       to                                     with                                 lifestyle

financial                management                             and          her      need              to      accumulate                        financial             reserves             rather            than           spending                  each            monthly

payment as                              she        has          received                 them                   Unless             Adriarias                   brother              Wayo               is     willing            to        take        on               life-long

commitment                          to       support                sister          who         has          made        consistently                      poor choices                    regarding                her       own          fiscal       responsibility

                                                              to   care        for       her            an      agreement                     cannot            be      reached             regarding                the                                     Adriana            has
it    will       fall    to        Raymond                                                         if                                                                                                                          allegations

made              and         continues                  to    make




                                                                                                                                                                                                                                                                                           01338
 Ms      Adriana        Longoria

 October        22 2010
 Page      10




Although         Shelbys            payments            to
                                                               you and             Sylvia         including       payments            made        to    reduce           the   loan        for     the
Houston  condo and his continuing                                       support        of    Mrs Longoria                   testify    to   Shelbys           willingness             to      fulfill


and exceed   Mr Longorias wishes                                       regarding            his    fathers                                        that willingness                  has been
                                                                                                                 private        bequests
destroyed          by    your        intentional             threats          to     harm
                                                                                       Shelby and his                           family      and                 almost          continuous
                                                                                                                                                       your
conduct         of spreading           vicious         and          false     rumors about Shelby and                          his              this
                                                                                                                                      family             past        year

As        result   of the       false       stories          and                                                 made
                                                                        allegations          you have                         to   Shelbys         friends           family      members
business         associates           and     even          strangers              which      have        had     the    calculated         effect       of slandering              Shelbys
name and           good         character              he      is                            lawsuit       to    enjoin                from       further       slander             and
                                                                       initiating                                              you                                                             libel

Based       upon        the    outcome            of    that                   and     your response
                                                                     suit                                           Shelby may                 continue             to   try   to   fulfill        his

fathers      wishes           but    only    if   some         definitive            agreement            is   reached resolving                the     egregious              threats           and
his     concerns        about       the   virulent           efforts
                                                                            you has employed                     to   harm      him and        his family




In    summation           Shelby          will     no       longer            seek    the     consent            of   the     trust    to
                                                                                                                                            provide           cash        from      the        trust

assets       the        Mexican           Companies                      to     continue            the                                                 This         has       resulted
                                                                                                               monthly         payments                                                                 in

discontinued            payments            effective          October                2010   Shelby will make no further                                  efforts        on                behalf
                                                                                                                                                                               your
until
         you and        your        representatives                    have        discussed and resolved   your disputes                                     with       Shelby         or       you
decide      otherwise          how you            prefer        to     proceed


Sincerely




Carolyn      ii    Beckett

cbeckett@sjbt.com
512.370.2733    Direct



CMBtb




                                                                                                                                                                                                             01339
EXHIBIT




          01340
                                                    ACUERO                FRI VAOO



     QIJE    CELEBRAN              EDIIARDO   LOGORlA                          THER1OT                ARIANA                 LDNORIA
 KOWALSKI            RESPET0          DEL RECONOCIMIENTO
                                                   tE LOS TERMINOS                 ACEPTACIN
 YCONDICKNES bEL FIDEICOM1SO NO 194-2 CCSTfl1JIDO EN BANCA AIIRME
 SA 4NSTITUCION  DE ANCA    MULTIPLE  Da RECONOCIMIENTO      DE
 OBUGACIN     DE PAGO    1AVOR IE LA SEI4ORA ADRIANA     LONGORIA
 KOWALSI DE ACUERDO    LO lGUlENTE




                                                 DECLARACIONE$


.1          Dciran           las       psjes

        ue    er ecte otubre                       15    del    presente         qo       se cejebr           un conirofo de
        fldeIoniso doMe octu                        came            Fldeicamflerite         el   sefor      Eduardo Longoilo
        Theioi       ocirno        fldeIaomorios               as    ses EdUerdo                       Shelby          Luls    Longorie
        Kowaiski           coma liducorle Jo iristjfucn                           de      crØdito          Barca           AfIrrne     S.A
        lnsfltucin        de ancci MCfllpIe el cuOl se                         registrocon            el   nOmero             94-2        del
        cud               onexa         und     coplo      01        presente       Acuerdo                en    Ia         suceslyo       el

        F1DEICOMISO

        Quo en  dicho  F1DBCOMISO se desiroron coma benefidartos                                                                          los

        seforesEDUARDO       SHELBY  WIS LON3ORIA IOWALSKI respecfa                                                                  de
        prpJodad de las acclonos ciportaclcis misrno



c4     Quo do iguat   matero quo es l volunad       de su padre quo EDtJARDO
       SHELBY LyIS LONGORIA   KOWA.S1i reciban Ia propIadoi do las acciones  do
          totalkid do las rnpresas     es volunlad   do su padre quo ADRIANA
       LONGORIA     KOWA1.2KI redbu   Jo  ccnfidcId       so  establece en e1e
                                                      quo
        AcuercAo            las    condlclones           oqut 1ndcodas



                                                        CIAU.SULAS


Pdrnero DeL                  EICOMSQ.-              Las    pcirfes         reconacen         la   vaidez               alcunce            del

FJDEICOMISO-                     en     tel    sentldo    stdfi          de    acuerdo       en       todos          sts     iØrrrlros

condlclones               par     to   fanto    rnenlfieslaæ             quo   dko       contrato          es   Ia    volunfod         linol

     defirltve       do    laspanes pot Jo quo                      esln       conformes         en    tocios         sts    tØrmlros
esn         conformes        quo la oclones                         ØI   aportadas so fransmilan                           favor     do   los

      neficlorios     deslgnados




                                                                                                                                     ADRIANA    00119




                                                                                                                                                        01341
Seunda              io             ADIANA     LtGOIA KOWAL$KL                              Es   voluntad               su    padre
quo so le snireue                    to   fldad do US3OOOOOO.OO                             sililonos do dlares
arneicanas     su   ADRANA     LONGORIA KOWAISK1        cargo do los flujos do
operod6n  quo generon los ampresas quo ropresenan las aoctonos    oporlada
en ei FDEtCOM1SO      sus sulsldorias par Ia quo as abllgacon do EDUARQ
  SHELBY LUIS LONGORIA    KOWALSK    en los tØrminos quo       menclonan     ci

canfinuaciri



    fech               do    lirma del        presenfe     Acuordo            of   saldo   par     eniregar            AIRIANA
LONGORIA               KOWALSll         er    tØrrninas    del   pÆrrafo anterIor               asclerde               confidad
do JS$2.06              ODQD dos mittones sesenta                        nueve          ml cten dolores cimoricanas
segCin      estcc4o      do cuenfa que so onoxa                      Ia   presene

En     yfrtud     do   to   anterior se
                            le           -a         eearÆ
                                             ADRIANA LONGORIA          KOWAtSKI una
carfidad                      do
                     US$hOOoO.QO
                   ariual          ciento     cincuenja      rnli d4ares amettc.anos
do capita    irTterses en mensualidades     de US$ 2500.00 cloce mit quinerto
df ares amerlcancs    hasci to completa   tiquidoc1n       del sado quo so roflore el

prraf   antetior  Do Iguot    manera el saldo pr pogar causor un interØs
normal del 75% setenia     cinco pat ciorito     dot rprirno    ral publicado    par of
Vial     Street     Journal


So estbtece    quo   podrØn  hctcerse                                              en    bienes         en                        so
                                      pugos                                                                    cuy     coso
acordrah  los importes par anbcs panes




Las     aantidados sern                 eniregados en estilcto                apego          105   alsosiciones             legales
     fIscoles     aplicabtes       qi    momenta de pago



Tecero               Centnante
                  Condicln           do In Vcrluritad.- Las panes mdniflesiari  quo
el           Acuerdo as
      presenie              voluntod   final   dpllnitWa do las partes   par to qua
estÆri confarmes  en fodos sus iØrmtnas rncinffestando adernÆs que no exisie
error dc4o   maId fe    cualquer vtca de to voluntcid qua pudtere        afeclar su
enleridimlento                decisiOn        tespacto      at   coniido                do mismo

La     obllgaciOn         entegar            las   conlidades       mencionadas                 en      favor    do    ADRIANA
LONGORIA               IOWALSKI                    cargo    del    FIDEICOMISO                     en    los    lOnninos       aqul
selocidos               contnuarÆ             vigerrie     hasto         su        cornpleia         tiquidaoen              en       Ia

inteligenca            quo     uno        vez      Iqudadas        los    ccxntidodes            quo            se    reftejen        at

presente AcUerdo DRIANA LNGORlA KOWALSKl                 par scntfsfocho                     se dar6
respecto do ouaquier obtlgaciOn .pnesenle Mura cargo del pafrirnonlo   do
HDECOMIO do to seiores EDUARDO SHEt.BY WIS LONGORIA KOWALSKL




                                                            PÆg2




                                                                                                                              ADRIANA      00120




                                                                                                                                                   01342
 Cucrtc         UrStI1I6n                               Lesloc16n                  Mex1are.-                El        presente         Acuerdo            se
 estoblece                         juflsdidn                          eyes      de   los   Fslodos           Iiniidoz        Meioanos              For    lal

 rntlto       las    partes              somefen                 ecc1vz1vomente                    las leyes           cia   MØxiao par            to
                                                                                                                                               qua
 renurian             expresamente      Ic  apflcacic5n  cia                                          cuatular Lay                      reglamenlo
 disposlcin             norma de afro jUrlsdicdn dlferante                                            ala .rnecano                     qua pudlere
 con-esponderla                 por           rnallvo             cia              residendci
                                                                          su                                pcilernlciod               ciudadanlo
donuioMo      parerdesco        reIac6n       comeralal   par  to qua                                                                en   coso   cia

1nleire1ocin      coniiroveJc       cucliquier  speato reiaalonado con                                                                  al   preseflie
Hdelcorniso     se somalen     axpresamente         los tib.unles  de Ia                                                                 cludad          cia

Reynosa     Tcmc$ullpcis  MeXico


De    Iguol     maneia             Jo    emisln             cia cuaqoiar Lay reIomerib                                                                   en
                                                                                                                                     poslcione
jurlsdiadones              fuaro        de         Ia      Repblica  MeXicon     cuolqui-                                         acto       -ealisarJp

fuercr    del       terriforo           nudonal                 por     cualquiera           cia     Icis    paes que                  pretenda
Impanar         restiicclanes             cii
                                                   presecite            Acudo oirnporer                                 eollzcidl6n          cia    ocios
dlveios             los    fines        parc        los         qua     e cUiodo                                  qua        pretenclo        imponer
lrnpuestos           derechos                      .cargas              frfouorias         diererctes                    ICE                    en to
                                                                                                                                 previsfas
LegistaclOn               Mexlcana                  fill         qua      prefenda                 expropJor                 ilmitar     tonlscar
eribcrgar         disponer congelar     de                                   cucilqular      forrnc          aec1ar            Los   derechas del
Acuerdo          en  base     disposidones                                      legales            toniio         federcdes             e1citoIes
municipoles               fuer     cia        to   juæsdlcd6n                cia    Ia   Repbilc            MeXiccina                  no as       Ti   sara
pIlcabte            cii    pTesenle                Acuordo                deblendo             en         ioda  caso                   aptlcarse          Jo

JuscIIc16n                LoglsIacln               de       a    RepObflcci          de os          EsLodos            Urildos       Medccinos           en
tØrrriinos    dat prrafoiriterior


VMo           tedp              enterler                   Ia    thman                   pfes        en          Ia    citudad         de Relnesa
Tcmeupas            el    dua   17      cia    DCIM1E                     del      2OZ2




                                                        Edaii.do         ocr               Therlof




                                                                                                                                                        ADRIANA   00121




                                                                                                                                                                          01343
EXHIBIT




          01344
                                                     CASE      NUMBER           414270


IN    THE ESTATE OF                                                           IN   PROBATE COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                                       HARRIS           COUNTY TEXAS


                               AFFIDAVIT OF JAMES AUSTIN FISHER



STATE OF TEXAS

COUNTY OF DALLAS

          BEFORE ME the                     undersigned         authority on         this   day appeared         in person      James
Austin Fisher            who    is    known by me           to be the      person whose             signature     appears below
and     who      being      first   duly sworn upon              oath     testified       as follows




                      My name               is   James Austin Fisher                  have read          this   affidavit      and the

exhibits       attached       hereto        in their entirety           and     affirm      that     this affidavit      is   true    and

correct          am    58 years        old          am   fully competent            to give this       testimony


                         became         licensed         to practice      law in the        State    of Colorado      on October
16 1981          and in the         State      on August 29 1986 Both
                                                 of Texas                                                 licenses    are in     good
standing          also      have been admittedpro hac vice to practice law                                in the courts       of other

states     and       have    been admitted to appear in                   many      federal     courts     of the United        States

of America            including        federal        courts     in all   of the      districts      situated     in the      State     of

Texas          have    practiced            law    continuously         since      1981     Since      1986       have      practiced

law primarily          in the       State    of Texas       although          have    also represented            clients in     many
other jurisdictions            within the United               States   of America             have    never been        the subject

of any disciplinary             action           by any court       Presently             am   the    President     of        law firm

named Fisher                Welch                Professional      Corporation


                         am    one of the attorneys               for Adriana        Longoria         in the above-captioned

case      In   the    course        of working on this case                     acquired       personal knowledge               of the

facts    set   forth   below



                                                                                                     EXHIBIT


AFFDAVIT OF JAMES AUSTIN FISHER                                                                                                 Page




                                                                                                                                             01345
                  Attached    hereto     as Exhibit                    true and
                                                             is                        correct   copy of         document
entitled   Mexico        Travel    Warning        published            on     the   website      of the    United    States

Department       of State and printed         on February               2015


                  Attached    hereto      as    Exhibit           is        true    and    correct     copy of Shelby
Longoria        Second Amended Response              to Requests              for Disclosure          which was served
on April       32014

                  on   August     262014        one of Shelbys attorney took the deposition upon

oral examination       of Adriana                          Attached           hereto      as Exhibit                     and
                                       Longoria                                                             is    true

correct    copy of pages     197-208      of the transcript of that deposition



                  Attached    hereto      as    Exhibit           is        true    and    correct     copy of Shelby
Longorias        Responses    to    Adriana       Longorias              First Requests              for   Production      of

Documents        and Things which was served on September                                 12 2014


                  Attached    hereto     as     Exhibit           is        true    and          copy of Shelby
                                                                                           correct

Longorias        Responses    to   Adrianas                  First Set          of Interrogatories    which was
served on September          15 2014


                  On   October         2014        took     the        deposition         upon   oral examination          of

Shelby     Longoria      Attached      hereto    as Exhibit              is     true and correct           copy of pages
133-156     of the transcript of that deposition



          10      Attached    hereto     as     Exhibit           is        true    and    correct     copy of Shelby
Longorias Third      Amended Response               to Requests               for Disclosure         which was served

on January      15 2015


          11      This   concludes      my     affidavit    testimony




                                                           James Austin Fisher




AFFIDAVIT       OF JAMES AUSTIN FISHER                                                                              Page




                                                                                                                                01346
       SUBSCRIBED      AND SWORN TO BEFORE ME             the   undersigned     authority
by James Austin Fisher on February



                                     9ry        Public                  State    of Texas



                                                                u- Nst
                                      PrintŁd   Name     of Notary   Public



                                      My   Commission Expires




AFFIDAViT   OF JAMES AUSTIN FISHER                                                 Page




                                                                                            01347
EXHIBIT




          01348
2/7/2015                                                                                                                                            Mexico           Travel        Warning


                                                                                                                                                                                                                                 Czrct                           rid    U.s        Eban                Cct




                                                                                                                                                                                                                                                                                           EXHIBIT




       Passports            Alerts           and    Warnings                   Mexico            Travel          Warning




                                                                                                                                                                                                                                                                                      ftjjjf                 Email




                       Mexico Travel Warning
                       LAST    UPDATED              DECEMBER           24     2014




      The U.S Department                                         of State              warns                  U.S         citizens            about the                risk          of traveling                to    certain            places            in    Mexico              due        to

      threats          to     safety               and         security               posed                 by organized                      criminal            groups                in    the        country             U.S         citizens       have           been         the    target            of

      violent         crimes             such        as       kidnapping                    carjacking                  and          robbery by organized                             criminal            groups           in    various        Mexican             states               For

      information              on                              conditions                                                              of    Mexico        which               can                   travelers             should        reference           the
                                         security                                          in    specific          regions                                                              vary                                                                           state-by-state

      assessments                   further              below           This         Travel            Warning                replaces          the    Travel            Warning              for       Mexico            issued        October            10 2014                 to    update
      information              about               the     security              situation              and       to      advise           the   public         of additional                      restrictions            on the         travel       of    U.S        government                     USG
      personnel



      Genera            Conditions



      Millions         of     US         citizens             safely          visit        Mexico each                  year          for    study        tourism                and         business            including               more        than        150000              who        cross         the

      border every                  day            The        Mexican                government                   dedicates                 substantial              resources                to    protect       visitors          to    major        tourist              destinations                and

      there      is    no evidence                   that         organized                 criminal              groups             have      targeted              U.S        visitors            or    residents             based      on     their          nationality                 Resort


      areas      and        tourist           destinations                     in     Mexico            generally               do     not     see the          levels          of    drug-related                violence               and    crime        that       are         reported            in    the

      border          region         or       in    areas         along              major           trafficking           routes



      Nevertheless                   U.S           travelers             should             be        aware        that         the Mexican               government                         has been          engaged              in    an    extensive              effort        to    counter

      organized             criminal               groups             that       engage                in     narcotics              trafficking         and         other           unlawful            activities          throughout                Mexico               The      groups

      themselves               are       engaged                 in         violent             struggle           to      control           drug       trafficking                routes           and    other           criminal        activity               Crime           and     violence            are

      serious         problems                and         can         occur          anywhere                    U.S       citizens           have       fallen        victim            to    criminal           activity           including          homicide                    gun        battles


      kidnapping                   carjacking                  and       highway                     robbery            While          many        of   those             killed        in    organized           crime-related                  violence              have         themselves

      been      involved                in    criminal            activity             innocent                  persons             have      also     been           killed           The         number            of    U.S         citizens       reported              to     the

      Department                   of   State            as      murdered                  in        Mexico was                81     in    2013      and       85        in    2014          to    date



      Gun      battles             between               rival        criminal             organizations                       or with        Mexican           authorities                   have        taken        place       in     towns        and        cities       in
                                                                                                                                                                                                                                                                                     many         parts           of


      Mexico           Gun          battles              have         occurred              in       broad        daylight             on     streets        and          in    other         public        venues such                   as    restaurants                  and      clubs            During

      some       of    these            incidents                U.S          citizens               have        been      trapped             and      temporarily                     prevented             from          leaving        the area               Criminal            organizations


      have      used          stolen          cars            buses           and      trucks               to   create          roadblocks             on      major thoroughfares                               preventing the                     military           and         police       from

      responding               to       criminal              activity               The        location          and      timing             of future           armed              engagements                  is       unpredictable                We recommend                             that        you

      defer      travel        to       the        areas         specifically                   identified          in     this Travel              Warning                and        exercise            extreme               caution        when         traveling              throughout                 the

      other      areas         for      which            advisories                  are        in    effect




                                                                                                        Mexico                                            concern               and                               be on           the                According                to     statistics
      The number                   of    kidnappings                    throughout                                        is    of    particular                                             appears        to                            rise


      published by                  the       Mexican                 Secretaria                 de     Gobernacion                    SEGOB               in        2013          kidnappings                nationwide                 increased           20        percent            over        the

      previous          year             While           kidnappings                       can        occur       anywhere                  according             to      SEGOB               during          this     timeframe                 the    states              with     the       highest

                                                                                                                                                                Estado             de                      and        Morelos                                                                    to
      numbers           of     kidnappings                       were          Tamaulipas                        Guerrero              MichoacÆn                                             Mexico                                       Additionally                  according


                                                                                                                                                                                   INEGI                                          Institute          of Statistics                  and
      widely       publicized                 study by the agency                                     responsible                for national             statistics                                 the      National

                                   Mexico            suffered               an       estimated                   105682               kidnappings                      2012             only        1317         were        reported           to    the        police             Police       have        been
      Geography                                                                                                                                                 in



      implicated              in    some            of    these          incidents                     Both       local         and        expatriate           communities                        have     been           victimized                More        than        130         kidnappings

      of   U.S        citizens           were            reported              to     the        U.S          Embassy                and     consulates              in        Mexico between                    January            and        November                of    2014




                                                                                                                                                                                                                                                                                                                       1/8
http//travel     .state.gov/contenl/passports/englishlalertswarnings/mexico-travel-warning.html




                                                                                                                                                                                                                                                                                                                             01349
2TI2015                                                                                                                                                       Mexico          Travel       Warning


      U.S        citizens              are        encouraged                 to    lower           their       personal                  profiles             and        to    avoid           displaying                 indicators            of    wealth               such        as     expensive                  or

      expensive-looking                            jewelry             watches                 or       cameras                  U.S          citizens           are          encouraged                   to    maintain awareness                               of their             surroundings and
      avoid        situations                 in    which            they        may be             isolated              or     stand             out    as        potential             victims



      Kidnappings                      in    Mexico            have         included               traditional                 express                    and         virtual               kidnappings                          Victims        of     traditional                    kidnappings                  are

      physically              abducted                and           held     captive               until            ransom               is    paid       for       release                Express kidnappings                                      are     those           in    which                 victim           is


      abducted                for           short         time and                forced           to   withdraw                 money                   usually          from an               ATM             then           released                   virtual                kidnapping                   is


      an       extortion-by-deception                                  scheme wherein                                victim          is       contacted                  by phone                and       convinced                   to    Isolate        themselves                      from        family           and

      friends           until               ransom             is    paid         The         victim           is    coerced              by        threat           of       violence               to    remain                isolated           and     to    provide                  phone         numbers                for

      the victims                    family          or loved           ones              The       victims               family              is   then         contacted                 and              ransom                for   the     kidnapped                         extracted                    Recently
      some         travelers                 to    Mexico            staying            at    hotels           as       guests            have           been        targets              of    such        virtual                kidnapping                  schemes


      Of       particular              safety        concern               are     casinos               sports            books              or other              gambling                   establishments                          and     adult        entertainment                          establishments

      U.S        government                        personnel               are     specifically                prohibited                     from        patronizing                     these establishments                                 in    the       states            of    Coahuila                Durango
      Zecatecas                   Aguascalientes                        San        Luis        Potosi              Nuevo            Leon            Tamaulipas                      Jalisco            Colima              and         Nayarit



      Carjackincj                 and        highway                robbery             are    serious              problems                  in    many parts                      of   the border region                              and         U.S        citizens           have            been         murdered               in


      such        incidents                   Most        victims            who complied                          with        carjackers             demands                        have         reported                 that        they were               not         physically              harmed
      Carjackers                  have        shot        at vehicles               that           have        attempted                      to    flee         Incidents                 have           occurred               during         the day and                      at    night            and        carjackers

      have        used               variety          of    techniques                       including              roadblocks                      bumping/moving                               vehicles             to       force        them       to      stop         and            running            vehicles          off


      the       road         at   high        speeds                 There          are       indications                 that           criminals              target          newer             and       larger             vehicles             especially               dark-colored                      SUVs
      However                 even           drivers           of old        sedans            and       buses            coming                from          the        United           States have                      been        targeted                  While           violent           incidents              can

      occur anywhere                          and     at       any      time they most                              frequently                  occur          at    night           and        on     isolated                roads          To reduce                 risk      when            traveling              by

      road         we        strongly              urge you             to     travel          between                  cities       throughout                     Mexico               only     during              daylight              hours          to    avoid            isolated           roads           and        to

      use       toll    roads           cuotas                      whenever              possible



      The Mexican                      government                     has deployed                      federal           police          and        military                 personnel               throughout                   the country                   as     part          of    its    efforts          to


      combat            organized                  criminal            groups                 U.S        citizens              traveling                 on     Mexican              roads            and       highways                by     car        or    bus        may encounter
      government                     checkpoints                      staffed           by     military             or     law       enforcement                         personnel                    In    some places                       criminal            organizations                      have          erected


      their       own         unauthorized                      checkpoints                    at       times wearing                         police          and        military              uniforms                   and     have         killed       or    abducted                   motorists               who

      have        failed          to    stop        at     them              You        should           cooperate                  at     all      checkpoints



      Demonstrations                          are     common                 and         occur          in    all    parts          of    the country                          Even         demonstrations                             intended            to     be       peaceful               can        turn

      confrontational                        and     escalate               into        violence               Protesters                  in       Mexico           may            block        traffic         on       roads             including            major thoroughfares                                 or take

      control           of    toll      booths            on        highways                 U.S        citizens              are    urged               to    avoid           areas        of    demonstrations                             and      to       exercise               caution           if    in   the

      vicinity          of    any protests                           Travelers                who encounter                         protestors                 demanding                       unofficial             tolls       are       generally             allowed              to     pass           upon

      payment                     Travelers               are        urged         not        to    exit       from major                      highways                   U.S        Citizens              should              avoid         participating                  in    demonstrations                              and

      other        activities                that     might            be     deemed                political             by the              authorities                 as    the Mexican                      Constitution                  prohibits               political             activities             by

      foreigners                  such        actions               may      result           in    detention                 and/or               deportation



      The                                         imposes             restrictions                 on    U.S            government                       employees                   travel           in    Mexico                Since         July        2010            USG employees                           are
                Department

      prohibited                  from        driving           on     non-official                 travel           from the US.-Mexico                                       border           to    or    from the                   interior       of       Mexico            or Central                  America

                                                                     vehicle                                                                                    hours          on                               15                road       between              Hermosillo                   and           Nogales            on
      Personal               travel          by motor                               is    permitted                  during              daylight                                        Highway                      toll



                             45      between              Ciudad             Juarez and                  Chihuahua                   City            arid       on       the        main         roads          between                Palomas              Chihuahua                      and      Nuevo           Casas
      Highway

      Grandes Chihuahua


      U.S                                                                  and      their          families             are      prohibited                    from           personal            travel             to    all    areas        to    which                  is   advised             to       defer           non
                 government                        personnel                                                                                                                                                                                                          it




      essential              travel                When             travel        for    official                                   is    essential                       is   conducted                   with           extensive            security               precautions                       U.S
                                                                                                             purposes                                               it




                                                               and      their           families             are     allowed              to       travel        for personal                    reasons              to       the     areas         where            no    advisory               is    in    effect          or
      government                     personnel

      where            the     advisory              is    to       exercise            caution               While            the       general               public          is    not       forbidden                  from         visiting         places             categorized                  under            defer

                                                           U.S                                                                                not    be        able       to                                               to     an emergency                        situation              in    those           areas        due
      non-essential                     travel                         government                       personnel                will                                           respond                quickly

      to                          precautions                   that       must          be        taken           by    U.S         government                          personnel               to       travel          to     those       areas             Travel            at    night         is       prohibited
            security

      for      U.S       government                       personnel                in    some           states           as      indicated                below



      For      more           information                  on        road     safety           and           crime        along           Mexicos                roadways                      see the Department                              of     States               Country             Specific


      Information



      State-by-State                          Asseasm                 ent




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        Below        is         state-by-state                          assessment                       of security                 conditions                 throughout                   Mexico               Travelers              should              be mindful               that       even        if      no
        advisories           are                 effect            for
                                           in                                     given          state            crime and                   violence           can       still    occur                For     general               information                about         travel          and        other
        conditions              in                           see        our
                                          Mexico                                   Country               Specific                Information



        Aguascalientes                                Exercise               caution              when            traveling               to       the    areas        of    the        state        that         border           the        state       of      Zacatecas              as      criminal

        organization                  activity               in    that          region           continues



        Baja      California                         Tijuana                  Rosarito                      Ensenada                     and         Mexicali              are          major            cities/travel                    destinations                        in    the state of Baja
        California                    Exercise                caution                 in   the northern                       state           of    Baja    California                   particularly                 at     night            Criminal             activity          along         highways                      is

        continuing              security                 concern                   According                     to    the       Baja         State        Secretariat                  for Public              Security                from January                    to    October            2014           Tijuana
        and     Rosarito              experienced                       Increasing                     homicide                  rates        compared                to    the         same                                 the
                                                                                                                                                                                                     period            in
                                                                                                                                                                                                                                       previous              year            While     most           of    these
        homicides            appeared                       to     be       targeted                  criminal              organization                                                          turf     battles
                                                                                                                                                          assassinations                                                     between               criminal             groups         have        resulted                  in

        violent       crime               in    areas            frequented                     by     U.S            citizens                Shooting                                             which          innocent
                                                                                                                                                                  incidents                  in
                                                                                                                                                                                                                                         bystanders                have         been        injured have
        occurred           during               daylight                hours



        Baja      California                     Sur Cabo                              San Lucas                       and         La     Paz         are       major            cities/travel                        destinations                      in   the state of                  Southern                         Baja
        California                    Exercise                   caution              in    the        state          capital           of     La    Paz                                     to    the                                    of Interior
                                                                                                                                                                 According                                  Department                                             of    Mexico             in    2013            Baja
        California          Sur           registered                                                  homicide                rate        since          1997                                 these            homicides
                                                                       its    highest                                                                                   Many            oF                                             occurred              in    La    Paz        where         there           has been
       an     increase           in       organized                    crime-related                        violence



       Campeche                      No         advisory               is    in    effect




       Chiapas              Palenque                        and         San Cristobal de                                    las     Casas            are      major cities/travel                                     destinations                      in                            No
                                                                                                                                                                                                                                                             Chiapas                          advisory                 is    in

       effect




       Chihuahua                     Ciudad                  uarez Chihuahua                                           City         and            Copper Canyon                         are         major             cities/travel                     destinations                    in

       Chihuahua                          Exercise                caution             in    traveling                  to the            business           and                                   districts                  the       northeast
                                                                                                                                                                        shopping                                       in                                      section         of     Ciudad Juarez and                                 its


       major      industrial                    parks             the       central              downtown                    section           and        major         industrial                                     the                   of
                                                                                                                                                                                                   parks         in               city             Chihuahua                  the town            of       Palomas                    the
       urban      area          of    the                    of        Ojinaga                  and     the towns                   of    Nuevo            Casas           Grandes                and      Casas            Grandes               and
                                                     city                                                                                                                                                                                                 their         immediate                environs                    Travel

       to    the Nuevo               Casas              Grandes               area          should               be through                    the Palomas                  port        of    entry            POE           on        U.S        Highway               11     contInuing               south                until


       reaching           Mexico                Highway                      west          to     Nuevo               Casas         Grandes                 Travel          to      Ojinaga               should            be on        the         U.S       side      via       U.S                                 67
                                                                                                                                                                                                                                                                                             Highway
      through         the        Presidio                   POE             Defer           non-essential                        travel        to     other       areas            in    the       state        of     Chihuahua                   and       travel          between             cities      only            on
       major highways                           and         only       during              daylight               hours             Crime             and       violence            remain               serious            problems                                           the    state        of
                                                                                                                                                                                                                                                   throughout                                              Chihuahua
       particularly             in        the        southern                portion              of    the           state        and              the    Sierra           Mountains
                                                                                                                                              in                                                          including               Copper             Canyon


      Coahuila              Defer                non-essential                        travel           to    the           state     of Coahuila                  except            the       city        of                       where                     should           exercise           caution
                                                                                                                                                                                                                Saltillo                           you
      Violence            and        criminal                activity             along           the highways                       are           continuing              security                                     particularly                               the        northern           border between
                                                                                                                                                                                                  concerns                                           along

      Piedras        Negras                and         Nuevo            Laredo                   The        state           of     Coahuila              continues            to        experience                high        rates           of     violent        crime            including              murder
      kidnapping                 and            armed              carjacking.




      Colima              Manzanillo                         is         major city/travel                                     destination                   in    Colima                     Defer          non-essential                     travel         to    the       areas     of       the     state               of

      Colima         that       border the                        state          of    Michoacn                        including               the       city    of    Tecoman                      The                            situation                            the Michoacn                       border
                                                                                                                                                                                                               security                                  along

      continues            to    be            the     most            unstable                  in    the state                  and         personal           travel       by         U.S                                                                      not                                      this
                                                                                                                                                                                                     government                        personnel             is              permitted             in                  area



      Durango               Exercise                   caution              in     the          state        of       Durango                  Violence           and        criminal               activity           along           the highways                     are          continuing                 security

      concern             Several                areas            in    the        state          continue                  to    experience                high        rates           of    violence            and        remain               volatile        and                                             U.S
                                                                                                                                                                                                                                                                             unpredictable
      government                 personnel                       may        travel              outside           the         city       of    Durango            only        during               daylight            hours            on    toll      roads           and        must         return          to          the       city

      of    Durango          to       abide             by             curfew              of         a.m             to         am

      Estado         de Mexico                          Toluca                and Teotihuacan                                     are         major         travel           destinations                         in    Estado                de      Mexico                 Exercise            caution               in    the

      State     of    Mexico                    Many              areas          of    the       state           have            seen        high        levels       of    crime and                    insecurity               as    organized                 criminal                            have
                                                                                                                                                                                                                                                                                     groups
      expanded             their           activities                  from the                 states           of    Guerrero                and        MichoacÆn                 and           have         also     experienced                     high       levels          of street          crime                  The

      September 2014                            INEGI              crime           victimization                       survey            indicated              that       the State                 of    Mexico had                   the        highest          incidence              of    crime            in        Mexico
      with     47778             victims                per        100000                       Due         to    high           rates         of    crime and              insecurity                    defer        non-essential                     travel         to    the     municipalities                         of

      Coacalco            Ecatepec                     Nezahualcoyotl                             La     Paz           Valle        del        Chalco           Solidaridad                       Chalco          and        Ixtapaluca                   which          are       eastern         portions                  of       the

     greater         Mexico               City         metropolitan                        area          located              just       to        the    east     of      the      Federal               District           of    Mexico and                  Benito          Juarez           airport            unless

     traveling            directly              through                the        areas           on     major thoroughfares                                     Defer           non-essential                    travel           to    the         municipality                  of Tlatlaya             in     the

     southwest             portion               of      the        state          and          non-essential                      travel           on any roads                   between                Santa             Marta        in       the southeast                    portion        of    the          state

     and      Huitzilac              in    the         state           of    Morelos                  including               the Lagunas                   de Zempoala                           National            Park        and        surrounding areas                         due        to high                   rates       of




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    crime and             insecurity




     Guanajuato                   San Miguel                            de Allende                          and        Leon            are     major                cities/travel                      destinations                       in        Guanajuato                           No     advisory               is    in


    effect




     Guerrero Acapulco                                     Ixtapa                      Taxco            and        Zihuatanejo                          are         major            cities/travel                       destinations                        in     Guerrero                      Defer           non
     essential        travel         to               parts             of the              state           except           for the           cities          of    Acapulco                Ixtapa                and                                            Travel            to                            and
                                              all
                                                                                                                                                                                                                              Zihuatanejo                                                 Acapulco

     Ixtapa/Zihuatanejo                             only        by        air      or cruise                ship        exercise              caution                and        remain            in    tourist              areas             Travel         in       and         out    of     Acapulco                by       air


     and     cruise       ship       is    permitted                         for       U.S         government                      personnel                    U.S            government                    personnel                   are        prohibited                from        traveling               within

     Guerrero            state      by land                   including                     via        the    95D        toll      road        cuota                      to/from            Mexico               City       and     Acapulco                  as      well as            highway                200

     between          Acapulco                and          Ixtapa/Zihuatanejo                                      In       Acapulco               defer            non-essential                   travel              to    areas        further            than            two        blocks        inland            of       the

     Costera        Miguel          Aleman                    Boulevard                       which           parallels            the popular beach                                 areas             Lodging               for    U.S             government                     personnel             is      limited               to

     the    hotel        zone       aona                 hotelera                       of    Acapulco                 beginning                  from the                Krystal            Beach           Acapulco                hotel           in    the      north           and         going         south

    through          Puerto          Marquez                       including                      the    Playa         Diamante                area            and        ending            at    The         Resort           at    Mundo                 Imperial            hotel             In     general                   the

     popular        tourist         area            of     Diamante                         just        south          of    the        city       has been                 less affected                    by violence                       Any         activity           outside            the     hotel           zone           for

     U.S     government                   personnel                          is    limited             to    the       coastal           area        from           La     Quebrada                to    the beginning                          of the         hotel           zone        and         only       during

     daylight        hours           The             state           of       Guerrero                  was       the       most            violent        state           in       Mexico         in    2013                with        2087             homicides                and        207       reported                  cases

    of                                                             to     the Mexican                        Secretariado                                             Nacional              de Seguridad                       Publica                 Self-defense
           kidnapping               according                                                                                                Ejecutivo                                                                                                                                   groups         operate

     independently                  of    the government                                     in    many           areas           of    Guerrero                    Armed             members                 of    these groups                          frequently                maintain             roadblocks

     and     although             not         considered                          hostile          to       foreigners                 or tourists                  are     suspicious                 of outsiders                  and            should          be    considered                   volatile             and

     unpredictable



     1-lidalgo           No      advisory                is     in      effect




    Jalisco           Guadalajara Puerto                                               Vallarta                and          Lake            Chapala                 are        major          cities/travel                         destinations                       in      3alisco                 Defer           non
    essential         travel        to        areas           of        the        state           that       border             the        states        of    MichoacÆn                    and Zacatecas                           The            security           situation              along         the

     MichoacÆn             and Zacatecas                           borders continues                               to       be     unstable                    Exercise               caution           in        rural       areas        and         when            using            secondary                highways

    U.S      government                   personnel                       are          authorized                 to    use        Federal              toll    road            15D        for travel              to    Mexico City                       however                 they         may         not        stop        in


    the town             of La      Barca            for        any reason                             U.S        government                   personnel                   are        prohibited                  from        personal               travel         to    areas           of 3alisco              that            border

    Zacatecas              and      are         prohibited                        from            intercity            travel          at    night



    Mexico          City         also known                               as the                  Federal          District                    No       advisory                is    in    effect            See        also       the        discussion                 in       the    section            on        Estado de

    Mexico        for areas              within            the          greater                   Mexico          City       metropolitan                      area




    MichoacÆn                  Morelia                   is          major city/travel                                      destination                    in       MichoacÆn                          Defer        non-essential                         travel         to    the        state        of     Michoacn

    except        the      cities        of     Morelia                 and            Lzaro Cardenas and                                   the      area           north           of federal           toll       road        15D            where           you        should              exercise            caution

    U.S      government                   employees                           are       prohibited                 from           traveling              by     land           in    Michoacn                     except        on        federal            toll      road         15D         during           daylight

    hours         Flying          into        Morelia                and           Lzaro Cardenas                             is   the        recommended                            method             of travel                   Attacks               on Mexican                    government                     officials

    law     enforcement                   and         military                    personnel                  and        other           incidents              of    organized                   crime-related                      violence               have          occurred               throughout

     Michoacdn                Armed             members                           of   some             self-defense                   groups            maintain roadblocks                                 and             although               not     considered                   hostile        to       foreigners

    or tourists            are      suspicious                       of      outsiders                  and       should           be        considered                   volatile          and        unpredictable                           Some           self-defense                      groups            in



    MichoacÆn             are     reputed                  to        be       linked              to    organized                 crime



    Morelos Cuernavaca                                                                                                           destination                    in       Morelos                   Exercise              caution                     the     state            of    Morelos            due        to     the
                                                              is             major city/travel                                                                                                                                                 in


                                                                                                                                       You                          also        defer        non-essential                     travel           on any roads                       between                                        in    the
    unpredictable                 nature              of      organized                      crime violence                                    should                                                                                                                                                   F-luitzilac



    northwest             corner          of        the       state               and        Santa           Marta          in     the       state        of    Mexico                including               the Lagunas                      de         Zempoala                 National            Park        and

    surrounding               areas                 Numerous                       incidents                 of   organized                  crime-related                      violence            have           also        occurred               in     the       city        of    Cuernavaca



    Nayarit              The      Riviera                Nayarit                  coast            including                the    cities          of    Tepic            Xalisco             and        San            Bias        is         major          travel           destination                  in



                                                                                                                         the                                                               border the                                                                                           as     well as                     rural
    Nayarit          Defer        non-essential                              travel           to       areas       of              state          of     Nayarit               that                                 states           of Sinaloa                or      Durango                                              all



    areas     and         secondary                  highways



     Nuevo          Leon Monterrey                                                                                                      destination                       in    Nuevo             Leon                  Exercise               caution            in     the       state         of   Nuevo             Leon
                                                                        is             major city/travel
                                                                                                                            violence           and                                                                                         has decreased                           dramatically                   within               the
     Although             the     level         of       organized                      crime-related                                                      general                  Insecurity           in       Monterrey

    last    two                                               incidents                     of violence                have            occurred                Security               services               in    and        around            Monterrey                 are           robust        and         have
                    years           sporadic

                                              and          effective                                                    violent              crimes             however                    instances               of    violence              remain                  concern             in    the        more remote
    proven        responsive                                                           in    combating

                    of    the state                   U.S                                                                          and        their        dependents                       may        travel           outside            the        city of          Monterrey                 only        during
    regions                                                          government                          personnel

                     hours          on                                       and         must           return          to       the        city    of     San           Pedro Garza                   Garcia            municipal                   boundaries                to       abide         by          curfew               of
    daylight                               toll          roads

    a.m      and           am             except                for travel                   to        the    airport            after             a.m


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      Oaxaca                 Oaxaca                 Huatulco                     and            Puerto                Escondido                      are        major cities/travel                                   destinations                        in    Oaxaca                   No        advisory          is     in


      effect




       Puebla                No    advisory                is    in    effect




      Queretaro                     No      advisory                  is   in        effect




      Quintana                    Roo          Cancun                      Cozumel                       Playa           del        Carmen                     Riviera          Maya            and Tulum                        are      major                cities/travel                       destinations                    in

      Quintana                    Roo           No    advisory                   Is       in    effect




      San Luis Potosi                               Exercise                caution                 In    the        state          of   San         Luls       Potosi           U.S           government                    personnel                    may         travel          outside           the      City        of    San
      Luis     Potosi             only      during              daylight                  hours           on     toll          roads          and         must         return         to       the     city       of    San           Luis      Potosi           to     abide          by           curfew        of             am
      to       am

      Sinaloa                Mazatlan                 is          major city/travel                                           destination                      in    Sinaloa                   Defer        non-essential                      travel          to     the        state        of    Sinaloa                            the
                                                                                                                                                                                                                                                                                                                     except
      city of       Mazatlan                   where             you should                         exercise             caution                particularly                 late    at        night        and        in   the        early         morning                     One      of       Mexicos           most

      powerful               criminal           organizations                          is       based           in    the          state        of      Sinaloa            and      violent            crime           rates           remain                                                             of   the state
                                                                                                                                                                                                                                                          high        in
                                                                                                                                                                                                                                                                             many         parts

      Travel        off      the     toll       roads            in        remote               areas          of     Sinaloa              is   especially              dangerous                    and     should              be     avoided                  We recommend                             that       any         travel

      in     Mazatlan              be     limited           to        Zona            Dorada                  and        the       historic             town          center        as         well    as    direct          routes            to/from                these           locations           and        the

      airport




      Sonora                 Nogales                  Puerto                Peæasco                       Hermosillo and                                     San Carlos are major                                     cities/travel                       destinations                      in      Sonora                  Sonora
      is      key       region            in    the        international                         drug          and            human             trafficking             trades           and         can     be        extremely dangerous                                   for travelers                     Travelers

      throughout                   Sonora            are        encouraged                          to    limit travel                   to     main           roads       during              daylight               hours            The      region               west        of    Nogales             east        of


      Sonoyta                and     from Caborca                           north                including                the towns                  of      Saric         Tubutama                    and        Altar and                   the     eastern               edge         of    Sonora           bordering

      Chihuahua                    are     known                centers               of    illegal            activity              and        non-essential                    travel          between                these          cities         should            be avoided                      Travelers                should

      also     defer                                                                        the
                              non-essential                      travel              to                  eastern              edge         of the            state      of      Sonora which                      borders the                       state       of    Chihuahua                     all    points           along

      that     border              east        of   the northern                           city          of   Agua            Prieta          and        the        southern             town         of    Alamos                 and         defer           non-essential                   travel          within            the

      city    of   Ciudad                Obregon                and         south               of       the    city          of    Navojoa                  You      should         exercise               caution              while         transiting                  Vicam         in    southern               Sonora

      due     to    roadblocks                  that            can        be        instituted                ad        hoc        by     local         indigenous              and           environmental                       groups                  U.S         citizens           visiting             Puerto

      Peuiasco          should            use the                                                                                             Sonora            border crossing                        and                                          to                           hours
                                                                Lukeville                      Arizona/Sonoyta                                                                                                    limit          driving                  daylight




     Tabasco                  Villahermosa                            is             major city/travel                                   destination                       in   Tabasco-                    No    advisory              is     in    effect




     Tamaulipas                         Matamoros                           Nuevo                    Laredo                   Reynosa                   and          Tampico              are         major            cities/travel                        destinations                       in


     Tamaulipas                          Defer        non-essential                              travel         to       the        state          of    Tamaulipas                      All    U.S         government                        employees                    are     prohibited              from           personal

     travel        to    all       but     the       central               zones               of    Matamoros                      and         Nuevo           Laredo          and        on Tamaulipas                          highways                 outside            of      Matamoros Reynosa
      and     Nuevo               Laredo            due     to        the        risks           posed          by armed                      robbery and                  carjacking                  particularly                    along         the northern                      border             While           no

      highway            routes           through                Tamaulipas                          are       considered                     safe the highways                            between                Matamoros-Ciudad                                   Victoria            Reynosa-Ciudad

     Victoria            Ciudad             Victoria-Tampico                                    Monterrey-Nuevo                                 Laredo               and     Monterrey-Reynosa                                   are    more              prone         to       criminal           activity              Public

     and      private              passenger                buses               traveling                 through                  Tamaulipas                   are     sometimes                    targeted by organized                                     criminal            groups               These          groups

     sometimes                    take      all
                                                    passengers                        hostage                 and        demand                 ransom               payments                   In     Tamaulipas                      U.S           government                       employees                are     subject

     to      movement                restrictions                     and              curfew                 between               midnight                   and         am             Matamoros Reynosa                                     Nuevo                Laredo            and         Cludad        Victoria

     have      experienced                      numerous                     gun           battles             and            attacks           with         explosive           devices               in    the       past        year             Violent            conflicts              between            rival



     criminal            elements                 and/or              the Mexican                         military              can       occur           in    all    parts        of    the        region           and        at     all    times           of     the        day          The       number              of


     reported            kidnappings                       for        Tamaulipas                         is
                                                                                                              among                the     highest              in    Mexico             and      the        number               of     U.S          citizens             reported                to   the     consulates

     in     Matamoros                and            Nuevo             Laredo               as       being        kidnapped                         abducted                or   disappearing                      involuntarily                      in    2014            has     also       increased



     Tiaxcala                 No     advisory               is    in       effect




     Veracruz                     Exercise           caution                when               traveling                 In    the       state          of     Veracruz              The         state           of    Veracruz               continues                 to    experience                  violence           among
     rival     criminal             organizations



     Yucatan                 Merida            and         Chichen                   Itza        are          major           cities/travel                  destinations                 in     Yucatan                    No    advisory                is    in    effect




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                                                                                                                                                                                                                                                                                       01354
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                                                                                                                                                                                                                                                               01356
EXHIBIT




          01357
                                                            Case Number 414270


   THE ESTATE OF                                                                  iN THE        PROBATE
DOROTHY   LOUISE LONGORIA                                                         COURT NUMBER ONE
DECEASED                                                                          HARRIS        COUNTY               TEXAS


               Shelby Longorias                  Second     Amended          Response      to   Requests            for     Disclosure


TO          James      Thomas       Dorsey Independent                Executor of the Estate of Dorothy                        Louise Longoria

            Deceased          Sylvia   Dorsey and Adriana Longoria by and through                                   their    attorneys    of record
            James      Austin       Fisher FISHER               WELCH          2800    Lincoln     Plaza            500     North Akard        Street

            Dallas Texas 75201



            Shelby         Longoria        Will        Contestant      and     Counter-Defendant                in     the     above-styled          and


numbered           cause    and     pursuant      to    Rule   194    of the Texas        Rules    of Civil Procedure                  answers       the




following      requests       for disclosure           separately    and     fully in writing



REQUEST FOR DISCLOSURE

           The      correct    names       of the parties      to   the lawsuit



RESPONSE

           The      parties are correctly          named


REQUEST FOR DISCLOSURE

           The      name      address and         telephone         number     of any potential parties



RESPONSE

            Eduardo         Wayo       Longoria Jr                                                                                       ________________
            1702      Cresthaven       Dr                                                                                                          EXI-IIBJT
           Austin Texas 78704

            512       535-0105



REOUEST              FOR DISCLOSURE ci                                                                                                   _____________

            The     legal theories         and    in   general the factual        bases    of your claims             or    defenses



RESPONSE

            The      will   that    Sylvia     Longoria        Dorsey        offered    into    probate        is    invalid     On      January      21
                           lacked    the                                                   by law         to   make           valid   last    will   and
2010      Dorothy                          testamentary         capacity       required
                                                                                                                                exerted
testament          Further the 2010          Will was executed               as the result     of undue        influence                     by Sylvia




3004728v1/013774




                                                                                                                                                               01358
over       Dorothy              The        influence             effectively              operated          to     subvert             or                                               mind                  the
                                                                                                                                             overpower               Dorothys                            at

time       she    executed              the       insirument              in                                                would            not    have        executed           the     2010           Will
                                                                                  question            Dorothy
but     for the influence                   exerted          by Sylvia Sylvia                        also tortiously                    interfered         with Shelbys inheritance

rights      by inducing                 Dorothy             to    execute           the purported                 2010            Will       Adriana also tortiously interfered
with       Shelbys              inheritance                 rights           by     her        actions           in    2009            to    2011                                      she         induced
                                                                                                                                                           Specifically

Dorothy           to     execute            alternative             wills           yet        she    ultimately              acquiesced                  in the probate               of the 2010

Will        despite        knowledge                   of         later      will because                   she       needed            Sylvias and                  Tommys             cooperation
to
      carry      out          scheme            to     assert      claims            on behalf             of Dorothys                      estate        for her         own     benefit            Sylvia
and        Adriana         thus         have          received                 benefit                                 and                             of            substantial                               of
                                                                                                    directly                      indirectly                                               portion

Dorothys               estate      and          the    appointment of Sylvias husband                                              James           Thomas         Dorsey           Tommy                       as

executor



                 Tommy           should be removed                             as    independent                  executor              because           he was          appointed            pursuant
to    an   invalid        will         procured by Sylvia                           for the                            of installing her husband                            as the executor                    in
                                                                                                    purpose
order       to   fraudulently                   circumvent her release                              of claims           and        recognition             of the validity of the                         trust

created          in     2002           Tommy             also          should             be    removed                as     independent                  executor            because              he        has

material          conflict         of interests As independent                                       executor               he has                fiduciary          obligation          to    Dorothy
Longorias               estate        to    investigate             Sylvias misappropriation                                      of money earmarked                         for    Dorothy                   and
to    assert      claims         as appropriate                   to    recover            the misappropriated                              funds         Tommy            will not        fulfill            this


fiduciary             obligation                 however                because                he     is    manied                 to        Sylvia        and        benefited               from            her

misappropriation                        Further             Tommy              has         entered                joint           prosecution              agreement               with        Adriana
Sylvia and              Adrianas                 son Raymond                      Hart         Monte                    Through                  the joint      prosecution               agreement
Tommy             Sylvia           Adriana              and        Monte have                       agreed                   to    cooperate               in    the prosecution                     of the

CLAIMS                      this        litigation               and      to      share         any       proceeds                in    accordance              with the terms of                             the

agreement                        no party including
                                that                 Tommy has the exclusive                                                                        right to         make         decisions              about

the actions            or positions  to be taken by the other PARTIES or the                                                                     ATTORNEYS                        and               to    use

                                                                                               any and                                                                LITIGATION
their      best       efforts      to      reach            consensus                on                          all   decisions                 relating       to                                   or the

prosecution              or     sefflement               of the           CLAIMS                     in    this       lawsuit               Together            these       provisions              render

Tommy            incapable                  of properly                performing                   the    independent                  executors               fiduciary          duties            under

Texas        Probate            Code                 149C because                    it   means he                either will not                    or    cannot          effectively              pursue

repayment              of monies                owed     to the Estate                    by Sylvia Adriana                            and       Monte


              Tommys                  counterclaims                    lack       merit         because            Shelby did                    not owe         his      mother              fiduciary

duty nor did he breach                                 promise          to     hold property                 for her benefit                       Further           in   spite    of   their        recent

amendment                 Tommys                     counterclaims                    even           as    amended                     should be           dismissed              on      forum non

conveniens               grounds                because           they         relate          to         Mexican                 marital          property            agreement              that            was

entered          as      judgment                 of        Mexican                 court            Mexican                trust       holding           and     owning           only        Mexican

assets       that       was      set       up    by         Mexican               citizen living              in       Mexico               and     the probate             of      Mexican                   will

that    took place              in     Mexican              court Resolving                         these     claims              in    Texas        would           require       the translation

of Spanish-language documents                                       and        interpretation                of Spanish-language documents                                          and        also face

the     insuperable              obstacle              of how           to     bring       Mexican                witnesses                 to    court    in    Texas These                   are only

some        of the         reasons               dismissal             on         forum         non         conveniens                  grounds            is    appropriate                  Tommys
counterclaims                 also         lack       merit       because             they are outside                       of the limitations                      period         fail      to    state


legally       cognizable                claim and are unsupported                                    by     the record                 in   this    case


              Adrianas                counterclaims                    also lack           merit          because Shelby has not tortiously interfered with

                                                                                                                 promise Further Adriana cannot
her     inheritance                               or              enforceable                   contractual                                           show
                                 rights                 any




3004728v1/013774




                                                                                                                                                                                                                     01359
Shelby owed          her       fiduciary       duty   or   breached       any promise         let   alone       legally     cognizable          one
Adriana        cannot        show      the     malice      and/or    fraud                          enhanced                            Adrianas
                                                                              to   support                           damages
counterclaims         also     lack    merit    because       they   are outside   of the limitations               period       fail   to   state


legally    cognizable         claim and        are   unsupported      by   the record    in    this   case


REQUEST FOR DISCLOSURE

           The     amount      and any method           of calculating       economic     damages


RESPONSE

           Not     applicable



REQUEST FOR DISCLOSURE

           The     name       address and        telephone      number of                  having knowledge                of relevant        facts
                                                                               persons



and      brief statement           of each    identified     persons connection          with the case



RESPONSE

           Shelby Longoria
           do Johnny Carter Rick                 Hess and       Kristen    Schiemmer

           Susman Godfrey
           1000     Louisiana         Ste 5100

           Houston       Texas        77002



           Shelby Longoria             is   the will contestant      and   counter-defendant            in   this   case



           Sylvia    Dorsey

           do James          Fisher

           500 North Alcard            Street

           Dallas     Texas 75201



           Sylvia    Dorsey        applied      for the probate      of Dorothy Longoria                purported         2010    will



           James     Thomas         Tommy            Dorsey
           do James          Fisher

           500 North Akard             Street

           Dallas Texas            75201



           Tommy        is   the   purported executor          of the will Sylvia        Dorsey       applied       to   probate




3004728v1/013774




                                                                                                                                                      01360
           Eduardo        Wayo             Longoria Jr
            1702    Cresthaven             Dr
           Austin Texas            78704

            512      535-0105



           Wayo      is   Sylvia Shelby                    and Adrianas         brother



           Adriana Longoria

           6138     San Felipe            Street

           Houston         TX      77057

           713       784-0826


           Adriana        is   Sylvia Shelby                 and    Wayos       sister



           Thomas Dorsey                  Jr

           Houston         Texas

           713       816-0881



           Thomas         Dorsey          Jr    is    the    son of the will applicant             and    executor        as well     as the business

partner     of the   executor


           Kristin     Dorsey

           Houston         Texas

           713       816-0881



           Kristin     Dorsey        is    Thomas            Dorsey      Jr.s   wife and        the daughter-in-law          of the will applicant

and   executor


           Elizabeth       Fertitta


           2706     Eastgrove Lane

           Houston         Texas          77027


           Elizabeth           Fertitta        is    the    daughter     of the will applicant             and    executor          and   her   husband

drafted     the will      Dorothy Louise Longoria allegedly                           executed       on January      21 2010

           Zack     Fertitta


           2706     Eastgrove Lane

           Houston         Texas          77027



           Zack      Fertitta       is    the       son-in-law         of the will applicant             and   executor      and     drafted    the   will


Dorothy       Louise Longoria allegedly                        executed     on January          21 2010

           Robert Edward                 Wayo              Dorsey
            15308     Sunset       Blvd

           Pacific     Palisades           CA         90272



           Wayo      Dorsey         is    the       son of the will applicant             and   executor




3004728v1/013774




                                                                                                                                                             01361
           Adriana Longoria

           6138     San Felipe           Street

           Houston         Texas 77057



           Adriana Longoria                is   Dorothy   Longorias          daughter         Sylvia   Dorsey    and    Shelby Longorias
sister and         Tommys        sister-in-law



           Raymond         Hart

           5834     Candlewood             Lane

           Houston TX 77057
           713       818-2387



           Raymond         Hart      is   Adriana Longorias           son


           Forrest    Hart
           307     Grand    Street         Apt 1C
           Brooklyn        New York              11211-4446



           Forrest    Hart     is   Adriana Longorias              son


           Adiiana       Banks

           6138     San Felipe           Street

           Houston         Texas         77057



           Adriana Banks             is   Adriana Longorias           daughter


           Tita    Longoria
           do Johnny Carter Rick                    Hess and      Kristen        Schiemmer

           Susman Godfrey
           1000     Louisiana            Ste 5100

           Houston         Texas         77002



           Tita    Longoria         is   Shelby Longorias          wife and Dorothy Longorias                   daughter-in-law



           Marta     Beatriz        Montelongo        Garza

           Cerro     del   Bemal 128 Colonia               las   Fuentes         Cp   88710

           Reynosa Tamaulipas


           Ms      Montelongo             witnessed Eduardos              2002    will   and the 2002      Afirme      Trust   agreement


           Saul     Garza Molina

           Real     De   Cantaro 203 Frace                Los    Cantaros

           Reynosa Tamaulipas


           Mr      Garza    is   the      CEO     of Grupo       Inlosa    and    had    close   contact   with Eduardo         and Dorothy

over many          years




3004728v1/013774




                                                                                                                                              01362
           Imia Campoy              Carrillo

           Haya      108    Fracc        Privada         Las Ceibas

           Reynosa Tamaulipas


           Ms       Campoy         is   the Treasurer          for   Grupo       Inlosa     and was        in   charge of making          payments      to


Sylvia     and Adriana under                  the   Acuerdo        Privado



           Patricia       Vazquez

           Playa Hermosa 507 Col Militar Marte

           Iztacalco        Mexico



           Ms        Vasquez            was     the      Treasurer         for    Grupo         Irilosa     before      Ms       Campoy         and    was

responsible         for   making        payments         to   Sylvia       and Adriana under the Acuerdos                      Privados



           Marco            Tones
           Sierra        Nevada     1208 Col Fuentes
           Reynosa Tamaulipas


           Mr       Tones      was       the    Administrative              Director       at   Grupo       Inlosa      for   many      years    and   has

knowledge          of Eduardo           and    Dorothys         wills      and   estate    planning


           Pedro Ramirez

           Padre Mier          1504

           Monteney            N.L


           Mr      RamIrez         was    the attorney         who      drafted    trust     documents          and    the   Acuerdos     Privados



           Celia     Guerrero

           Zaragoza         1300        Sur

           Monterrey           N.L


           Ms       Guerrero       works        with      Mr       Ramirez       and   also     assisted        Mr    Rainirez      in the preparation

of many      documents



           Mario Gonzalez                Mendoza
           Dr      Mier 3113        Zona Centro
           Nuevo          Laredo        Tamaulipas


           Mr       Gonzalez            Mendoza          was       Eduardos        and     Dorothys             attorney      for   approximately       40

          and      has                         relevant       to   their    estate     planning           testamentary        wishes      and    separate
years                     knowledge

prqperty      agreement


           Mario Gonzalez                Basurto

           Dr      Mier 3113        Zona Centro
           Nuevo          Laredo        Tamaulipas


           Mr       Gonzalez       Basurto          is   Mr    Longorias          attorney      in the     amparo proceedings in Mexico




3004728v1/013774




                                                                                                                                                             01363
           Elsa     Gonzalez         Basurto
           Dr      Mier 3113         Zona Centro
           Nuevo Laredo              Tamaulipas


           Ms      Gonzalez      worked           on the probate       of Eduardos      estate



           Alicia     Garcia

           Dr      Mier 3113         Zona Centro
           Nuevo Laredo              Tamaulipas


           Ms       Garcia      has        been    Mr     Gonzalez       Mendozas        assistant    for    many      years       and   knew
Eduardo       and Dorothy



           Carlos     Avila

           Hacienda        San Abel 215 Fracc                Las Haciendas

           Reynosa Tamaulipas


           Mr      Avila was         the   HR     Manager       for   Grupo   Inlosa   for
                                                                                             many years


           Carlos     Gonzalez         Hinojosa
           Libramiento Luis                Echevania       630

           Reynosa Tamaulipas


           Mr      Gonzalez      Hinojosa          is   an attorney     in   Reynosa   who prepared         several    wills for     Eduardo

and Dorothy


           .Arnulfo    Cruz

           Calle    Del Cerro 131 Colonia Cumbres

           Monteney            N.L


           Mr      Cruz   is     tax consultant           who    participated     on many      of the documents         and    tax planning

for   Dorothy and Eduardo



           Virginia       Coronel

           .Azucena       505 Col           Puerta      Del Hierro

           Monterrey           N.L


           Ms      Coronel      is    an    attorney      with intimate        knowledge      of   documents     related      to   Eduardos

and Dorothys          estate    planning and Eduardos                   and Shelbys      business     dealings    in   Mexico




3004728v1/013774




                                                                                                                                                01364
            Dr     Anselmo           Guarneros

            Calle    Independencia                      2209
            Nuevo Laredo                  Tamaulipas


            Dr     Guarneros              was   good      friends      with Eduardo              and     Dorothy         for   many years         witnessed
Eduardos           2002     will         and    is                             about    Eduardos            medical        condition            the   time   he
                                                     knowledgeable                                                                         at

executed       the   2002       will



            Carlos    Lozano

           Nayarit              3626 Colonia             Jardin

           Nuevo      Laredo              Tamaulipas


            Mr     Lozano           worked      for   Eduardo         for over      thirty     years


           Antonio        Del Bosque
           Boulevard Las Torres                      Del Bosque         705
           Nuevo Laredo                   Tamaulipas


           Mr      Del Basque              worked       for   Eduardo         for   over     thirty    years


           Lie Francisco                 Gaxiola

           Basque         De    Ciruelos          140-505

           Mexico         D.F



           Mr      Gaxiola          is   an attorney      that      drafted    documents              for the   Serfm     Trust


           Nestor Sanchez
           Calle     Perales               750 Colonia             Jardin

           Reynosa Tamaulipas


           Mr      Sanchez          served      as Administrative              Director        of 3rupo         Inlosa    before    Marco Tones


           Lie Adrian Lozano                    Lozano

           Hidalgo 234              Pte 40 Piso Zona                Centro

           Monterrey            N.L

           Mr      Lozano       is       an executive         at   Banca    Afirme         the trustee      of the Afirme           Trust



           Martha      Beatriz            Garza

           Hidalgo 234              Pte 40 Piso Zona                Centro

           Monterrey            N.L


           Ms      Garza       is   an executive         at    Banca        Afirme     the trustee         of the Afirme           Trust




3004728v1/013774




                                                                                                                                                                  01365
            Lic      Eduardo         Marroquin
            Francisco             Madero         Pte    218 Monterrey
            Nuevo Leon Tamaulipas


            Mr      Marroquin             is   an executive          at    Banca     Afirme           the trustee   of the Afinne     Trust


            Dr      Mario Alberto               Perez     Coss
            Madero          1320

            Nuevo Laredo                  Tamaulipas


            Dr      Perez    certified          Dorothys         good          health   in   connection       with her 1989      Mexican      will



            Oscar Chapa            Gonzalez

            Guatemala              2802

            Col      Ferrocarril

           Nuevo        Laredo            Tamaulipas         88050


            Mr       Chapa         is     knowledgeable                   about    the       valuation      of    properties    in   connection         with

Eduardos           and Dorothys                 1983    Separate          Property       Agreement


           Jose      Luis    Saldafia          Avendaflo

           Carretera         Piedras           Negras
           kilometro          19.3      Poniente

           Nuevo Laredo                   Tamaulipas


           Mr        Saldafia        is    knowledgeable                  about      the     1983      Separate     Property    Agreement         and    the

valuation      of    interests       divided       in that      agreement


REQUEST FOR DISCLOSURE
           For any testifying                  expert



                        The       experts         name      address and              telephone         number


                        The       subject        matter    on which             the expert       will testify



                        The       general        substance       of the experts                 mental impressions        and   opinions    and         brief




summary of            the    basis        for    them      or   if    the      expert      is   not    retained     by you     employed     by    you     or



otherwise          subject   to    your control            documents              reflecting        such information



                        If the       expert       is    retained          by   you      employed         by you      or otherwise      subject    to    your


control




3004728v1/013774




                                                                                                                                                                01366
                                 All    documents            tangible          items reports           models    or data      compilations     that




have   been        provided      to    reviewed        by      or    prepared         by   or    for   the   expert    in   anticipation     of the



experts testimony              and



                                 The experts           current       resume and bibliography


RESPONSE

          Experts      will designated             on the schedule             provided by the Court


REOUEST FOR DISCLOSURE

          Any indemnity and              insuring          agreements          described        in   Rule    192.3f


RESPONSE

          Not      applicable



REOUEST FOR DISCLOSURE

                    settlement                         described         in    Rule    192.3g
          Any                        agreements


RESPONSE

                      Dorsey         signed         contract        entitled        Release          Agreement        on    December 29 2006
           Sylvia



acknowledging           full   payment        of   gifts   and      inheritances       she      was owed under         the Private    Agreement



and Wish Letter          and releasing         her claims           against     Shelby Longoria



REQUEST FOR DISCLOSURE

           Any      witness     statements         described        in   Rule       192.3h


RESPONSE

           Not     applicable




3004728v1/013774                                                               10




                                                                                                                                                      01367
                                                                     Respectfully           submitted


                                                                     SUSMAN GODFRE                           .L.P




                                                                     By
                                                                                               Carter
                                                                           Jc17inny

                                                                           Sfate      Bar    No   00796312

                                                                           Richard             Hess

                                                                           State      Bar    No   24046070

                                                                           Kristen      Schiemmer

                                                                           State      Bar    No    24075029

                                                                           1000       Louisiana         Street    Suite    5100

                                                                           Houston           Texas      77002-5096

                                                                           Telephone            713       651-9366

                                                                           Fax        713654-6666

                                                                           Robert            Maclntyre       Jr

                                                                           MACINTYRE              MCCULLOCH             STANFIELD         YOUNG
                                                                           2900       Weslayan           Suite    150

                                                                           Houston           Texas      77027

                                                                           Telephone           713        547-5400



                                                                           Attorneys for Shelby Longoria




                                                 CERTifICATE                   OF SERVICE

                                                                                                  and                          of   the   above   and
          This      is    to   certify that     on    this   April        2014          true             correct        copy
                                                                                the following           counsel     of record       in accordance
               instrument          was     properly     forwarded         to
foregoing
               21    of the Texas Rules              of Civil Procedure           as indicated          below
with Rule


                         Austin   Fisher                                               Via   Ekctroni            Mail
          James
          FISHER               WELCH
           2800     Lincoln       Plaza

           500 North Akard             Street

           Dallas Texas           75201

           Bmail jfisherfisherwelch.com


               Wesley          Holmes
           THE HOLMES             LAW FIRM
            1000     North Central          Expressway         Suite    400

           Dallas         Texas    75231

            Email wes@wesholmes.com
                                                                                                   and           riana Longoria
           Attorneys for James Thomas                        Dorsey Syii                orse




                                                                               Kr.i   ten Schienirner




3004728v1/013774                                                           11




                                                                                                                                                        01368
EXHIBIT




          01369
                                                                                                          VOLUME                 II
                                                                          ADRIANA                       LONGORIA                           8/26/2014

                                                                                                   Page            197                                                                                                             Page               199


     what he was doing was improper                                                                                              is        trust      specifically                      Trust 194-2                right

                 No             did        not                                                                                               Witness              nods            head
                     Okay            Let         me    give        you two         exhibits         at the                                   Youve            got           to    answer             audibly

     same time because                                ones         in   English and one                  is   in                             Yes        oh--yes

     Spanish
                                                                                                                                             And when you                           look        at    the    first       page        under

                                                                                                                                 the Declarations                                                                                     trust
                          Exhibits                   102    and 103 are marked                                                                                              you         see     that    it   refers           to


                     BY MR                     HESS           Exhibit 102 has Private                                            contract           being          executed                   with     Mr          Eduardo Longoria

     Agreement                       and         Translation                     at    the   top                                 Theriot          acting               as    trustor             and     your brothers                          Wayo
     Exhibit 103 says                            Recuerdo                Bravada                                                 and Shelby                  as    Trust               and      Officiaries                  right

10              Lets           start           with    103         Ms Longoria                    and then                 10                Yes
11   well                                       102                                                                        11                This agreement                             also     affects           you       in      very
                 go back                  to
                                                                                                                           12                         because                the second                clause           refers       to
12              So        103        is    the       Spanish         language           Private                                  real      way
                                                                                                                           13                                 be paid               to   you
                                                       you and your father
13                               between                                                           right                         payments              to
     Agreement
14         A.    Yes                                                                                                       14               Do    you        see        that

15                                                                                                                         15                                      nods           head
                     it   is   signed            by you and signed                      by your                                              Witness

16   father           on the              third                    right
                                                                                                                           16                Okay             The                second          payment                to    Adriana
                                                      page
17                   Yes                                                                                                   17    Longoria              Kowalski                    is   the     will     of   their           father           that

                                                                                                                           18     the      amount            of    U.S            $3     million        be    delivered               to his
18                   Now         lets           go    to    Exhibit           102 which            is    in

19                                                                                                                         19     daughter             Adriana                   Longoria              Kowalski
     English
20                              October               of    you entered into
                                                            2002                                                           20               Do you           see        that
                So        in

21   this                                      with your father  Eduardo Longoria                                          21                Yes
                agreement
                                                                                                                           22                                           the private                                                       weve
22   right                                                                                                                                   So       this        is                                 agreement                that


23                                         nodshead                                                                        23     referenced               today and                     also     yesterday                  as    the
                     Witness
24                         MR             FISHER Objection                            form                                 24     instrument                by which your                         father           expressed              his        will


25                   Yes                                                                                                   25     that      you should                  get        $3 million right


                                                                                                                     198                                                                                                            Page              200
                                                                                                   Page

           Q.        BY        MR HESS                        Okay            Just     so   Im      clear
                                                                                                                                             This       is    the       one        we     signed        at    dinnertime                  It



                                                                                            And                                   was      his   birthday               October
     this       is    the      translation                 of Exhibit           103                 if


                                                                                                                                              And you                  see       the    first     clause           it   says        The
     theres any                  issue           with       the    translation              you see you
                                                                                                                                                                             the                       and                     of the
     let   me know                                                                                                                parties        recognize                             validity                scope

                     Okay                                                                                                         frist
                                                                                                                                      Do you                 see        that             The paragraph                       right       before
                     And        if   you         dont have time                   to   check        you
                                                                                                  whether            or           the $3         million          to     you
     have capable lawyers who can determine

     not they have                                                       with the translation                                                 Uh-huh
                                          any problems
                            MR            FISHER              Pm        not      capable                                                      Okay            So            back         in    2002      in    October               you say

                                                                                                                           10     on your fathers                        birthday               you      executed              an agreement
10   translator                however

11                          MR            HESS             Right
                                                                                                                           11     that       affirms          the       validity              and      the    scope           of   this




                     BY MR HESS
                                                                                                                           12     trust      referenced                  document right
                                                                                                                                                                         in the
12                                                            And.Im             only using 102

13   because               this      language                     this   procedure
                                                                                                                           13                         MR          FISHER Objection form

14                   Thats           fine                                                                                  14                 BY           MR           HESS              Your answer
                                                                                                                                                                             not                                   before
                                                                                             in                            15                 Well            was                      able     to read       it
15                        this       procedure                is   taking place
                                                                                                                           16                    it
16   English
                                                                                                                                  signed


17                                                   of 102 says               Executed            by
                                                                                                                           17                 All      right             Obviously                you didnt                  sign
                 So         at the             top
                                                                                                                           18                                                                         Exhibit                      the
                                                      Theriot           and     Adriana           Longoria                        Exhibit         102         but you signed                                            103
18    Eduardo Longoria
                                                                                                                            19                                                   one                                                                    II
19
20
      Kowalski

      acceptance
                                with

                                 of        the
                                                respect

                                                     terms and
                                                              to the          recognition

                                                                          conditions          of
                                                                                                   and

                                                                                                    Trust                  20
                                                                                                                                      Spanish
                                                                                                                                              Yes
                                                                                                                                                      language
                                                                                                                                                                                                                                                        Im
                                                                                                                            21                   And when you                                           were        not       able       to     read
21    No        194-2                                                                                                                                                                   say     you
22               Do you               see       that                                                                        22        it   youre not              telling           me        that     youre incapable                          of


23                                                                                                                          23        reading         it   right
                      YesIseeit
24                                               the                      Agreement signed                      in          24                   No          was         saying           it    was    too    brief          amount            of
                      Okay                So               Private

25                                                                                                       that    there      25        time
      2002           by you and your                         father           acknowledges

                                                                                                                                                                                 15           Pages                     197              to           200

                                                                              MERRILL                    CORPORATION                              HOUSTON
                                                                                                                                                      WWW                               MERRILLCORP                                      COM/LAW
1-888-513-9800




                                                                                                                                                                                                                                                             01370
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                                                                   ADRIANA                       LONGORIA                   8/26/2014

                                                                                              Page      201                                                                                                             Page                 203

                                                                                                                                                  And
                                                               you didnt have
               You         feel    today            that                                        enough               these       pages                            almost feel             that    my         father          at


     time     to    read Exhibit 103 before                                 you signed           it                  that    time           as   you can           see    his    signature                  was        quite

               Yes                                                                                                   ill


               You dont dispute                           that                   did            it                                You dont dispute
                                                                   you                 sign

                    dont     dispute           that        did    sign       it                                            A.No
               You         dont dispute that you could have had                                                                   that            you signed               it   and        that        youve been
     the opportunity            to read it whenever you wanted                                                       paid pursuant                      to this      agreement                   all    the       way up                to

               No         They            they were             picked           up    then    and                   2010
     there                                                                                                                        Letmesaythatldo-
10                  see      Do you             recognize              this       is   the                      10                      right
11                                                               been                                           11                               know where               those                                  came        from
                           by which youve                                                                                         --    not
     agreement                                                               paid                                                                                                         payments

12             YesIdo                                                                                           12   were        they       the       same payments                   from        the trust that


13                   an     allowance               --                                                          13    had been             paid       for for       50    years           monthly

14             YesIdo                                                                                           14               When             got    my money                     got    it    in       my     account


15                                                                               between                        15    like        had been              for   50
                     every        month             every        year                                                                                               years        prior

16             As         had     all   the     years          prior    in   my        life                     16                Are you going                     to    turn        around                and     give          all



17                   MR          FISHER                  You didnt               let   him                      17    that       money back                  if   this    agreement                    is   invalid

18                                                                                 know what                    18                have no money     Ive spent it
     finish the       question             so       you dont           even

19                                                                                                              19                Well look at the bottom of page
     you were         answering
20             BY MR                   HESS              You dont                 even       know     what      20                         MR
                                                                                                                                         FISHER     Which exhibit
21   was asking                                                                                                 21                         MR         HESS           Exhibit              102
22             No          dont            am       so    terribly          sony                                22                BY          MR         HESS             Where             it
                                                                                                                                                                                                  says         The           balance

23             Thats                                                                                            23    to    be    delivered             to    Adriana            Longoria                   Kowalski                    in
                                 all    right
24                                  Ill    leave         here          renegade                                 24    terms           of   previous           paragraph amounts                                   to    2069100
                    suppose
25             Just        try    to    do      better                                                          25    And        it    carries          over onto              the    second            page

                                                                                               Page      202                                                                                                                Page             204


                    will     Itruly..                                                                                            Are you with                      me Ms              Longoria
               You         signed       an agreement                   --                                                             Im      looking         at this


               Yes                                                                                                                          The         witness           peruses           the        document
               --   in     2002         And under                the    terms          of that                                        rm      going      to       see--        lets       see-- during

                                                                             allowance               monthly                     can          ask you                                 --    or    no
     agreement              you have            been        paid an                                                   this                                        questions

     all   way up          until       October            2010                                                                        BY MR               HESS                  If   you want                 to       confer with

             Yes                                                                                                      your lawyer because                    you think you might reveal
                                                                                                                                                                                     then
               Are you            claiming            that       this   agreement               is                    something                   privileged between the two of you

     somehow             invalid                                                                                      yes But.otherwise                              no
10             No                                                                                               10                          MR          HESS Im                  sorry           to interrupt


11             Okay           This        is        valid       agreement              that    you              11                          MR          FISHER                   agree with what                            you

12   signed         and which             your       father        signed                                       12    said.but                   want    to       ask you        if       you understand                     what

13             Witness            nods         head                                                             13    he said

                                                                                                                                             THE WITNESS                             No no                    didnt          know
14              MR FISHER                             Objection              form                               14

15             BY MR HESS                             You nodded                   before      Mr      Fisher   15     if        could        make            reference              to    you
16   objected
                                                                                                                16                           MR FISHER                           cant        coach            you           how

17            But what                                                                  out    loud             17     to    answer              or   anything           like    that
                                  is
                                        your        answer anyway
18             What          see       here     on       the   paper        is   my     signature
                                                                                                                18                           THE WITNESS                             Its    most--

     and    my      fathers        signature
                                                                                                                19                           MR         FISHER                  Youve            just        got       to


20                                                                                                              20     answer              the                      as best          you         can
               While   may have some complaints today
                             you                                                                                                                  question

21   that you wish you had more time to read it you
                                                                                                                21                     BY MR                  HESS              Right            now               think          the

                                                                                                                22     question is                    Are you reading                            the        same paragraph
22   dont dispute  that you signed it and that youve

23   been     paid pursuant                    to   this       agreement               up    until              23     am
24   October2010                                                                                                24                            MR        FISHER                  Im        not     sure        she       is


25             I.Ididnotknowwhatwaswrittenon                                                                    25                     The second                 one     --




16    Pages                  201               to         204
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                                                                                                                                                                                                                                                   01371
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                                                                ADRIANA                  LONGORIA                      8/26/2014

                                                                                      Page          205                                                                                                            Page        207


                       MR         FISHER               If   you could       identi                                          It   was       across        the    street         from        Sylvias

                                                                                                                business
     it   again

              BY         MR             HESS            Sure        The bottom           of page                            Do you remember                              the    address

     carried           over       to    the top of page                                                               A.No
                                               one     Im on                                                                Do you remember what                                     unit        number your mother
              Yes        thaes          the

                                                                                                                lived       in
              So by               the    time       that     you signed          this


                                                the balance          on the $3          million                             14--           140
     agreement            in       2002
                                                                                                                            Around what                       floor did             she                on
                                                                          you was
                                                                                                                                                                                               live
     that your           father           wished          to give    to

                                                                                                                            The        14th       floor
     $2069100                 right
10                                                                                                        10                How                                                 your mother                   when       she
              Witness                  nods     head                                                                                       often        did    you       see

                                                                                                          11    moved                  Houston
11            Im         pointing              to     my    ear because            want      to                                  to

                                                                                                          12                     saw       her                                      in the        beginning
12   hear    your        answer                                                                                                                   very        frequently


13            Oh         thank          you         Yes      But-                                         13              When              you         say    very            frequently                   what      does


14            As we discussed                                                                             14    that     mean
15                                                                                                        15                Twice                week
              maylaskyou-
                                                                                                          16                 And when you                                in                beginning what
                                                                    over ask me
                                                                                                                                                                                    the
16            When this deposition                             is                                                                                               say

17                                                                                                        17    does        that       mean
     whatever            you want
                                                                                                          18                That means                        Mother        lived here                around
18            Okay
                                                                                                  was     19                 six years              And             would       say the           first    three
19            When                your
                                              father        passed    away       in   2005                      think


                                                             the                           received       20    or four years
20   there any interruption                            in           payments you
21   in   2005                                                                                            21                 2005          to    2008 you saw her probably two                                         times


22            No                                                                                          22         week
23                                                                                                        23                And how               did    that        change           after           2008
              2006
                                                                                                          24                                              and            had                      had        little
24            No                                                                                                             Well          Mother                               always

                                                                                                          25    bit    of        caustic                                    since              was     15
25              2007                                                                                                                             relationship



                                                                                                    206                                                                                                             Page        208
                                                                                        Page

                                                                                                                 would           say        And some                 things         didnt change
                   dont       remember
                Do you remember any interruptions                                         in   your
                                                                                                                                 Was        there        anything              in particular                 that      caused

                                                                                                                                                                                                             with your
     monthly            allowance                in   2008                                                       the     caustic            aspects            of    your       relationship


                                                                            when                                 mother               to   resurface                after      2008
              Those           were        the       period of time                      dont

                                                                                                                                 Oh        no      It   never was              put        to    bed
     remember            much
                                                                                                                                 And then               after        2008           how         often       do you think
                  Okay             Do you remember any interruption of
                                                    2010                                                         you would visit with your mother in person
     payments            in       2009         or
                                                                     dont    remember                                 Once     week once every ten days
              During              this    --
                                               right      now
                                                                                                                                 And how ong did                            that      last after             2008
                  We     talked about                   this earlier        today but          is


                                                                                                          10                     Till she          died
10    your    memory                   starling        to    fail you because  youre
                                                                                                          11                     At some point                      in   2009         did your mother
11    getting          disturbed               about        some of the issues that
                                                                                                          12                       some desire                      to              for    her        to   change       her
12    have    bothered                           in   the                                                        express                                                 you
                                        you                  past
                                                                                                          13     wifi
13            Perhaps
                                                                                                          14                     We        didnt        talk     about         that       much
14                Now         in        2005        after    your father          passed       away
                                                                                                          15                     It    sounds           like in          2009         she didnt              tell
                                                                                                                                                                                                                      you
15            mother               moved            from Laredo             to   Houston          right
      your
                                                                                                           16     that       she       had some                desire          to    go and            change         her    will
16              She      did
                                                                                                           17                Is that             right
17                Where                did she live

18              AttheBella-                                                                                18                    No        she     did    not        tell   me
                                                                                                                                 How                                                                   mental         health-wise
19           Do you remember the name                                        of the apartment              19                                   was     your mother                   doing

                                                                                                           20     around               that      time
20    building where she lived
21                                the    Bella-something
                                                                                                           21                    We        were         neck        and     neck           She was           not      well
                  It   was
                                                                                                           22                    You were                suffering              from depression
22                Okay                 Is that         high-rise       condominium
                                                                                                           23                    Iwas
23    building
                                                                                                           24                    And she was                    suffering             from depression
24                Yes        it   is

25                 Do you remember the address
                                                                                                           25                    No          She was            aged
                                                                                                                                                                                                             ______

                                                                                                                                                               17           Pages                          205        to       208

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                                                                                                                                           WWW                           MERRILLCORP                                   COM/ LAW
1-888-513-9800




                                                                                                                                                                                                                                      01372
EXHIBIT




          01373
                                                                Case Number 414270



IN THE ESTATE OF                                                                          IN THEPROBATE
DOROTHY LOUISE LONGORIA                                                                   COURT NUMBER ONE
DECEASED                                                                                  HARRIS             COUNTY              TEXAS

___________________________________________________________




                                        Shelby Longorias               Responses               to    Adriana Longorias

                                      First   Requests        for Production              of Documents               and    Things


TO         Acixiana       Longoria            Adriana           by and through                  her attorneys            of record         James     Austin Fisher

           Fisher          Welch         2800    Lincoln        Plaza 500               North Akard               Street    Dallas         Texas      75201 and
           Wesley         Holmes          The     Holmes            Law Finn              10000            North     Central        Expressway           Suite       400
           Dallas        Texas    75231


           Shelby Longoria                Shelby              Will     Contestant              in    the    above-styled           and    numbered       cause       and


               to   Rule    196       of the Texas            Rules        of Civil       Procedure               answers       the      following      requests      for
pursuant



                    of documents          separately       and fully in writing
production




                                                          GENERAL                     OBJECTIONS


                                                  to           and     all       instructions          or    definitions         that     would      require    him    to
                         Shelby objects                 any


              in     manner beyond              that required         by        the   Texas Rules of Civil Procedure
respond


                                                                     all    the requests             below        as seeking                          of documents
                         Shelby further objects                to                                                                  production



that   have    already      been       produced         pursuant           to   requests        for production             propounded           by    Sylvia    Dorsey



Sylvia             and   James     Thomas        Dorsey         Tommy
                                                  to           and     all                      to   the extent          that   they     seek    the production        of
                         Shelby objects                 any                     requests



                                                                                                                                                           the   work-
any documents             or information           protected          from disclosure                 by the attorney-client                privilege



                                                                                      of privilege          law or rule Privileged                    Information
                                  any other applicable
              doctrine      or                                        claim
product



                                                                                      Information            in                    to    the                   and    any
Shelby Longoria             will       not     produce        Privileged                                           response                     requests



                                                       documents            should be understood                         exclude                        Information
                     by him
                                                                                                                    to                   Privileged
undertaking                      to    produce


                                                                      the                 to        demand        the     return        of any       documents        that
Shelby        Longoria       specifically          reserves                     right




                                                                                                                                                      EXHIBT


3285478v1/013774




                                                                                                                                                                             01374
                                                                                              in his      sole                           that    such      documents
inadvertently            may be produced                  if   he   determines                                       discretion                                             may


constitute       or contain           Privileged        Information



                          Shelby        has        withheld         documents                 and/or       communications                       covered      by      privilege



including        attorney-client             privilege         and/or        work product              privilege           responsive           to   Adrianas         RFPs 17


18    and        19     Pursuant         to    TRCP            193.3c              Shelby          will   exclude privileged                      communications                 and



documents           created      from         the point        at   which          it    consulted        an    attorney           with         view    toward obtaining



                                               from the lawyer                                                   of                       claim      in this
professional            legal services                                        in    the prosecution                         specific                              litigation




                          Shelby         Longoria              reserves            all     other       objections               including            without         limitation



                   to   the   relevance            admissibility             or authenticity              of   all   information           or    documents         provided
objections




                                                        RESPONSES                       AN         OBJECTIONS



            All    documents            in    which       the Private         Agreement              is   mentioned



RESPONSE

            In    their       requests        for production                            and   23     Sylvia          and     Tommy             requested       respectively



All      documents             referring           or   relating        to     Adriana             Longoria               and    All documents                 relating      to




document          entitled       Acuerdo            Privado         and       purportedly            signed          by Adriana Longoria and Eduardo on


or   about       December 17                 2002         Subject        to    the objections               listed        in the        responses       to   those     requests



                                                                                                                 or control             that    are responsive         to   those
Shelby produced                 all    documents           in his       possession custody


                                                                               raised         in                     to    those                     Accordingly            to    the
requests         Shelby maintains                  any objections                                  response                         requests



                                                        in     which         the    Private                                is   mentioned              Shelby has already
extent      Shelby has            documents                                                         Agreement


                                                                                         documents                                       this                on    the basis       of
                  them Shelby                has    not    withheld           any                          responsive              to            request
produced


his previous            objections



            All     drafts      of the Private                                 whether             or not      they are entitled                Acuerdo           Privado
                                                          Agreement


RESPONSE



3285478v1/013774




                                                                                                                                                                                        01375
           In   their      requests       for production                         and    23       Sylvia     and       Tommy         requested         respectively


All documents                referring        or    relating       to     Adriana           Longoria             and     All documents                 relating       to




document         entitled      Acuerdo         Privado            and purportedly                signed     by Adriana Longoria and Eduardo on


or   about December                 17    2002       Subject        to    the     objections           listed    in the     responses         to     those    requests



                             all    documents            in his    possession custody                      or control       that     are responsive            to    those
Shelby produced


                                                                          raised       in                   to those                         Accordingly             to    the
requests        Shelby maintains              any    objections                             response                       requests



extent    Shelby has           drafts     of the Private           Agreement                Shelby has           already     produced          them      Shelby            has




                                                                                                 on the basis of his previous
                     any documents
not withheld                                   responsive          to     this    request                                                      objections



           All     documents         in   which           draft   of the Private             Agreement           is    mentioned



RESPONSE

           In    their      requests      for production                         and    23       Sylvia     and        Tommy        requested          respectively



All documents                                 or                    to    Adriana           Longoria             and     All    documents              relating           to
                             referring              relating



document         entitled      Acuerdo         Privado            and     purportedly            signed     by Adriana Longoria and                      Eduardo               on



or about        December 17               2002        Subject        to    the     objections          listed     in the responses             to    those     requests



                              all   documents            in his    possession custody                      or control        that    are responsive             to    those
Shelby produced


                                                                           raised       in response         to    those                      Accordingly              to       the
requests        Shelby maintains              any objections                                                                requests



                                                                                   of the Private                               is    mentioned              Shelby            has
extent     Shelby has documents                     in   which            draft                                 Agreement



                              them                                      withheld                  documents                             to    this                   on the
already     produced                      Shelby has          not                       any                            responsive                     request




basis    of his previous            objections



           All      documents            in   which        there    is           reference        to       payment          of money that              was made                 to


           Adriana pursuant               to the Private           Agreement


RESPONSE

           In      their    requests       for production                         and       23    Sylvia        and    Tommy         requested          respectively



                                                                           Adriana           Longoria             and     All       documents           relating           to
All documents                 referring       or    relating        to




                                                                                                                                                     and Eduardo                on
document           entitled     Acuerdo            Privado         and purportedly                signed        by Adriana Longoria



3285478v1/013774




                                                                                                                                                                                     01376
or   about      December 17                2002           Subject        to    the objections            listed       in the    responses      to   those   requests



Shelby produced               all    documents             in his     possession custody                       or control       that    are responsive      to    those




requests        Shelby maintains                any objections                raised       in response          to    those    requests      Accordingly          to    the



extent    Shelby has           documents             in   which     there           is    reference       to      payment         of money that was          made           to



Adriana         pursuant       to        the    Private       Agreement                   Shelby       has     already        produced        them     Shelby has


however         identified          an updated            statement           of account         for   payments            made   to    Adriana pursuant          to    the



Private      Agreement              which       he will produce                     Shelby has not withheld                    any documents         responsive              to




this   request       on the basis of his previous                     objections



           All      documents            which       identify         the      source       of funds           used    to     make        payment     of money               to


           Adriana pursuant                to   the Private         Agreement


RESPONSE

           In      their                   for production                            and    23     Sylvia       and        Tommy        requested    respectively
                           requests



All documents                 refening          or    relating        to      Adriana           Longoria              and     All documents           relating         to




document           entitled    Acuerdo           Privado            and purportedly                signed       by Adriana Longoria and Eduardo                             on



or   about      December 17                2002           Subject        to    the       objections      listed       in the    responses      to   those   requests



                                     documents             in his                                              or control       that     are responsive      to    those
Shelby produced               all                                     possession custody


                                                                                                                                             Accordingly          to        the
requests        Shelby maintains                any objections                 raised      in response          to    those    requests



                                                                                    the source         of funds       used to make                          of money
extent    Shelby has documents                       which      identify                                                                      payment


to   Adriana pursuant               to    the Private         Agreement                   Shelby has already                produced       them Shelby        has           not




withheld        any documents              responsive          to   this       request         on the basis of his previous                 objections



           All       written        communications                  to        or     from       Adriana         in    which       the     Private    Agreement                is


           mentioned



RESPONSE

           In      their requests          for production                                and    23     Sylvia        and    Tommy       requested     respectively



All       documents            referring             or     relating           to        Adriana        Longoria               All      documents         relating           to




3285478v1/013774




                                                                                                                                                                                   01377
communications                    between                         and        Adriana           Longoria               and    All documents                 relating          to




document            entitled       Acuerdo           Privado          and purportedly                signed     by Adriana Longoria and Eduardo                                   on


or    about        December 17                2002        Subject       to    the       objections         listed      in the responses            to    those        requests



Shelby produced                   all   documents          in his      possession custody                      or control         that      are responsive            to    those




requests           Shelby maintains                any objections             raised         in   response      to     those   requests         Accordingly                 to    the



                                                                                                                       in   which       the Private
             Shelby has written                 communications                               from Adriana
extent                                                                                  or                                                                                         is
                                                                                  to                                                                      Agreement



mentioned            Shelby has              already     produced            them Shelby              has     not     withheld      any documents                responsive



to    this   request        on the basis of his previous                     objections



              All    written       communications                to   or     from Adriana in which                      any payment            of money          to   Adriana

              is   mentioned



RESPONSE

              In    their    requests         for production                           and        Sylvia      and      Tommy           requested        All documents


referring          or relating          to   Adriana Longoria                 and       All documents                 relating    to    communications                between



                   and    Adriana Longoria                  Subject          to    the objections             listed    in the responses            to   those        requests



                                  all    documents         in his      possession custody                      or control         that       are responsive            to    those
Shelby produced


                                                                              raised         in                  to    those                     Accordingly                to    the
requests           Shelby maintains                any    objections                              response                       requests



                                                communications                    to         from     Adriana in which                 any payment             of money            to
extent        Shelby has written                                                        or



Adriana        is    mentioned               Shelby has         already       produced             them Shelby has                not       withheld     any documents



responsive           to    this   request       on the basis of his previous                         objections



              All    documents               which      state   or purport              to   state    the balance           owed       to    Adriana pursuant                to   the


              Private        Agreement             as   of any date



RESPONSE

              In    their    request         for production           23          Sylvia      and     Tommy           requested        All documents              relating          to




                                                                                                                                                               and     Eduardo
      document            entitled       Acuerdo         Privado           and         purportedly         signed       by Adriana            Longoria



 on    or    about December                   17     2002       Subject           to    the objections           listed      in the      responses
                                                                                                                                                          to   that        request




 3285478v1/013774




                                                                                                                                                                                         01378
Shelby produced                 all    documents             in his   possession custody                       or     control     that       are iesponsive                 to    those




requests          Shelby maintains                 any objections          raised         in response           to    those     requests           Accordingly                    to       the



extent      Shelby has           documents              which     state    or purport            to    state    the     balance         owed       to    Adriana pursuant



to   the Private           Agreement           as   of any        date Shelby has                 already       produced          them         Shelby has                however


identified         an    updated           statement         of account         for      payments           made       to   Aciriana         pursuant        to       the Private




Agreement               which         he    will    produce           Shelby has           not        withheld         any     documents                responsive               to        this




request      on the basis of his previous                       objections



             All       documents           which        state   or purport          to    state       the   total     amount       paid       to   Adriana pursuant                         to


             the Private         Agreement              as   of any date



RESPONSE

             In   their       request      for production             23      Sylvia       and        Tommy         requested       All documents                      relating              to




     document           entitled       Acuerdo           Privado        and        purportedly           signed        by Adriana Longoria and                              Eduardo



on     or   about       December 17                2002         Subject       to    the objections             listed       in the responses                to    that      request



                                       documents             in his                                            or control         that        are responsive                to        those
Shelby produced                 all                                    possession custody


                                                                              raised       in response           to    those                        Accordingly                   to       the
requests          Shelby maintains                 any       objections                                                          requests



                                                          which                                                         the                  amount                    to   Adriana
             Shelby has           documents                                        or purport          to    state              total                     paid
extent                                                                state



                  to    the    Private       Agreement           as   of any        date Shelby has                   already     produced              them Shelby has
pursuant



however           identified          an updated          statement        of account             for   payments            made        to    Adriana pursuant                        to    the




                                      which        he    will   produce            Shelby has not withheld                       any         documents           responsive                  to
Private      Agreement


this    request         on the basis of his previous                   objections



                                            which                                                                      to    Adriana pursuant                          the       Private
10           All       documents                         list   or    purport        to   list    payments                                                       to


             Agreement


RESPONSE

             In    their      request       for production            23       Sylvia       and       Tommy           requested         All documents                    relating             to




                                                                                                                                                                      and    Eduardo
     document            entitled      Acuerdo            Privado         and      purportedly              signed by Adriana Longoria




3285478v1/013774




                                                                                                                                                                                                   01379
on     or about     December 17              2002       Subject          to   the objections              listed       in the responses                to   that     request



Shelby produced              all    documents        in his     possession custody                        or control              that     are responsive            to    those




requests         Shelby maintains            any     objections          raised      in   response         to    those        requests          Accordingly                to    the



extent     Shelby has          documents            which    list        or purport          to    list    payments                to    Adriana pursuant                 to     the



Private     Agreement              Shelby has already           produced             them Shelby has however                                   identified        an updated



statement         of account         for                    made     to       Adriana pursuant                  to    the Private           Agreement              which         he
                                           payments


will    produce           Shelby has not withheld               any documents                 responsive              to    this    request       on   the basis           of    his




previous         objections



                                     which      mention                                                                                                           Adriana
11          All    documents                                    payment             of    money by Eduardo                        and/or       Dorothy      to




RESPONSE

            In    their    request    for   production               Sylvia         and    Tommy           requested               All documents                 referring or



                   Adriana                                                the                                         in     the                            that
relating     to                    Longoria          Subject        to              objections        listed                         responses         to            request



                                    documents         in his                                              or control              that     are responsive            to     those
Shelby produced              all                                possession custody


                                                                                     in                    to        those                       Accordingly               to    the
requests         Shelby maintains             any    objections          raised            response                           requests



extent      Shelby has             documents        which      mention                gift    of property                  by Eduardo             and/or         Dorothy          to




Aciriana         Shelby has already             produced        them Shelby                has     not withheld                   any documents             responsive            to




this    request     on the basis of his previous                objections



                   documents          which     mention                   of property             by Eduardo               and/or        Dorothy            Adriana
12          All                                                 gift                                                                                   to




RESPONSE

            In    their requests       for    production                      43    and    44     Sylvia        and        Tommy           requested        respectively



All       documents           referring        or    relating       to    Adriana            Longoria                  All         documents           evidencing                any



                                            gift    sale or other             transfer       by Eduardo                of    any        property       owned        by her         at
assignment           conveyance


                           All documents                                                                                                               or other           transfer
any     time       and                               evidencing           any assignment                  conveyance                    gift    sale




                      of any                        owned      by    her       at    any     time         Subject            to     the    objections            listed     in    the
by Dorothy                          property




3285478v1/013774




                                                                                                                                                                                        01380
responses          to   those    requests                 Shelby produced                 all    documents         in his       possession custody                   or control



that   are responsive             to      those       requests               Shelby maintains                     objections          raised     in response           to   those
                                                                                                           any


requests         Accordingly               to    the        extent       Shelby has              documents         which        mention           gift    of property          by


Eduardo         and/or       Dorothy            to    Adriana                Shelby has          already    produced            them      Shelby has not withheld



any documents              responsive            to       this    request          on the basis of his previous                 objections



13         All      written      communications                         to    or   from Adriana            in    which     any property           owned             or formerly

           owned           or formerly               owned            by Eduardo           is   mentioned


RESPONSE

           In      their     requests            for        production                              and     43      Sylvia          and   Tommy           requested          All


documents           referring        or relating             to       Adriana Longoria                  All documents                 relating    to     communications



between                           and          Adriana                Longoria             and     All      documents               evidencing          any         assignment



conveyance              gift    sale       or other              transfer          by    Eduardo       of any property               owned       by    her     at    any    time


            to     the objections              listed       in the responses                to those      requests        Shelby produced                all   documents        in
Subject



his    possession custody                       or        control       that       are    responsive        to    those        requests       Shelby maintains                any



objections          raised      in     response              to       those    requests           Accordingly             to    the    extent     Shelby has               written



communications                 to or      from Adriana in which                           any property           owned         or   formerly owned                  or formerly




owned       by Eduardo               is   mentioned                   Shelby has abeady                produced          them Shelby             has    not withheld          any


documents           responsive            to   this       request       on the basis of his previous                     objections



14         All written           communications                         to    or    from Adriana in which                  any property           owned             or formerly

           owned           by Dorothy                is   mentioned



RESPONSE

           In      their     requests            for        production                              and     44      Sylvia          and   Tommy            requested          All


documents           referring        or relating                 to   Adriana Longoria                    All documents               relating     to    communications



between                           and          Adriana                Longoria             and     All          documents           evidencing           any        assignment



                        gift    sale       or        other        transfer         by Dorothy          of any      property           owned      by     her    at    any    time
conveyance




3285478v1/013774




                                                                                                                                                                                     01381
Subject    to        the objections            listed     in the responses             to    those       requests         Shelby produced                      all    documents           in



his   possession custody                       or    control       that    are    responsive               to    those         requests             Shelby maintains                     any


objections           raised        in    response         to    those     requests            Accordingly                 to        the     extent           Shelby has        written



communications                    to   or   from Adriana in which                  any property                 owned           or formerly                  owned     by Dorothy


is    mentioned              Shelby           has    already        produced            them             Shelby          has        not      withheld           any        documents



responsive           to    this    request     on the basis of his previous                        objections



15         All        written          communications              which        include           an    instruction            to    make           payment           of money             to


           Adriana



RESPONSE

           In     their      request         for production                Sylvia           and    Tommy          requested                All documents                referring          or



             to       Adriana            Longoria          Subject        to    the     objections              listed     in        the     responses          to    that    request
relating



                                         documents             in his                                            or control                that    are responsive             to    those
Shelby produced                    all                                   possession custody


                                                                               raised        in response          to     those                               Accordingly            to    the
requests          Shelby maintains                  any objections                                                                    requests



                                                    communications                which            include       an      instruction               to    make          payment             of
extent     Shelby has                  written




money      to        Adriana             Shelby has            already    produced             them         Shelby has                not     withheld           any       documents



responsive            to   this    request      on the basis of his previous                           objections



16         All written                 communications              which        include           an instruction not                  to    make             payment         of money

           to     Adriana



RESPONSE

           In their request                  for production                 Sylvia          and        Tommy       requested                All documents                  referring       or



                                                                                 the                                           in the                                  that
relating        to    Adriana            Longoria              Subject     to               objections          listed                       responses           to            request



                                                               in his                                             or     control           that     are responsive             to    those
Shelby produced                    all      documents                    possession custody


                                                                                             in response            to    those                              Accordingly             to   the
requests          Shelby maintains                  any    objections           raised                                                    requests



                                                                                which         include                                                        make                           of
extent     Shelby has written                       communications                                              an instruction                not       to                 payment


                                                                                                                                                                            documents
                     Adriana             Shelby has            already     produced               them       Shelby has not                       withheld           any
money        to




3285478v1/013774




                                                                                                                                                                                                 01382
responsive         to   this      request      on the basis of his previous                       objections



17         All     documents               which       characterize          or describe              your       relationship       with Adriana                 at   any time
           after        1978


RESPONSE

           In     their    request         for production                Sylvia           and    Tommy            requested       All documents                  referring        or



relating     to     Adriana             Longoria         Subject        to    the     objections             listed    in the       responses           to    that      request



Shelby produced                   all    documents        in his      possession custody                         or control       that       are responsive            to    those




requests         Shelby maintains                  any objections            raised        in   response          to those       requests          Accordingly              to   the




extent     Shelby has              documents           which         characterize           or describe            his relationship               with Adriana              at   any


time     after     1978 Shelby                 has    already        produced            them         Shelby has           not    withheld          any      nonprivileged



documents          responsive             to   this   request    on the basis of his previous                         objections



18         All     documents               which       characterize          or describe              Eduardos         relationship               with Adriana              at   any
           time      after        1978


RESPONSE

           In      their     requests          for    production                                11    12 23           63a         and        65    Sylvia     and       Tommy


requested         All documents                  referring      or relating          to    Eduardo All                 documents              referring       or relating         to




Adriana                                  All documents                                     communications                   between                           and      Eduardo
                 Longoria                                            relating       to




                                         and    All     documents                                       communications                  between         you       and       others
Longoria           Theriot                                                    relating           to




                   Eduardo              Longoria       Theriot          All documents                      relating    to         document            entitled        Acuerdo
regarding



Privado          purportedly              signed      by Adriana Longoria and                           Eduardo       on     or   about           December 17 2002


and    All        written         communications                in    which        any      one       or   more of          the   following           is    mentioned



Eduardo            All       written       communications               to    or    from    Eduardo

                                                                                                                   those                                                          all
            Subject          to     the    objections        listed      in    the        responses
                                                                                                             to               requests            Shelby produced



documents           in     his                                           or    control           that      are    responsive            to    those    requests             Shelby
                                    possession          custody


                                               raised    in response           to    those                         Accordingly               to   the extent          Shelby has
maintains          any objections                                                                requests




                                                                                      10
3285478v1/013774




                                                                                                                                                                                        01383
documents           which       characterize        or describe           Eduardos             relationship           with Adriana                 at   any     time        after




1978 Shelby              has    already    produced          them         Shelby has not withheld                        any nonprivileged                     documents



responsive          to   this   request   on the basis of his previous                       objections



19         All      documents          which      characterize           or    describe        Dorothys            relationship              with Adriana              at    any
           time      after      1978


RESPONSE

           In      their request        for production                                  10     64a         and    66     Sylvia         and       Tommy         requested



All documents                referring     or relating       to     Dorothy             All documents                 referring             or relating        to    Adriana



Longoria             All        documents          relating        to     communications                   between            you           and    Dorothy            Louise



Longoria            All documents            relating       to     communications                between          you    and       others regarding                 Dorothy


Louise Longoria                   All     written    communications                     in    which        any    one        or   more        of    the   following             is




mentioned                 Dorothy         and All written communications                              to   or    from Dorothy



           Subject         to    the   objections         listed     in the        responses          to    those       requests             Shelby produced                   all




documents           in    his                       custody         or    control        that     are      responsive             to    those      requests           Shelby
                                 possession


maintains                                 raised    in                    to   those                       Accordingly                 to   the extent         Shelby has
                   any objections                         response                           requests



documents           which       characterize        or    describe        Dorothys             relationship           with Adriana                 at    any    time        after




1978 Shelby              has    already     produced         them Shelby has                    not     withheld         any       nonprivileged               documents



responsive          to   this   request   on the basis of his previous                        objections



20         All      written      communications              in    which       Eduardo           and/or      Dorothy              asked or instructed                  you to
                                                                                                                                                         Adriana
           pay money to Adriana or                                                                                           pay money
                                                     to    cause        another        person or business               to                         to




RESPONSE

           In      their requests         for   production                               10     11 and           12     Sylvia          and       Tommy             requested




respectively              All documents            referring        or    relating       to    Adriana           Longoria              All documents                  relating




to   communications                between         you     and      Dorothy             Louise        Longoria                All           documents          relating         to




communications                  between     you     and     others        regarding            Dorothy           Louise       Longoria                  All documents




3285478v1/013774                                                                  11




                                                                                                                                                                                     01384
relating    to      communications                    between           you     and      Eduardo        Longoria           Theriot                 and     All documents


relating    to     communications                   between       you      and others regarding                   Eduardo            Longoria Theriot



           Subject          to        the    objections         listed     in    the     responses          to    those     requests                Shelby produced            all




documents           in     his        possession           custody         or    control        that    are       responsive           to     those        requests     Shelby


maintains         any objections               raised      in response           to    those    requests          Accordingly                to    the extent       Shelby has


written    coimnunications                    in    which       Eduardo         and/or        Dorothy       asked or instructed                    Shelby      to   pay money


to   Adriana or            to        cause    another       person or business                  to    pay    money         to    Adriana              Shelby has        already




produced         them Shelby                  has    not    withheld          any     documents         responsive              to    this    request        on the basis of



his previous         objections



21         All     written             communications              which         respond        to      request        or instruction                 by Eduardo         and/or


           Dorothy that you pay money                              to     Adriana or that you                cause     another           person           or business    to   pay

           money to Adriana


RESPONSE

           In      their        requests        for     production                             10      11 and         12        Sylvia        and         Tommy       requested



                           All documents                   referring       or relating         to     Adriana Longoria                       All documents              relating
respectively


                                         between                  and                         Louise                                 All          documents                        to
to   communications                                       you              Dorothy                          Longoria                                                relating



communications                       between        you    and     others        regarding           Dorothy         Louise           Longoria              All documents


             to     communications                    between            you     and     Eduardo            Longoria        Theriot                 and     All documents
relating



            to     communications                   between        you and            others regarding             Eduardo           Longoria Theriot
relating


                                                                                                                                                                                all
                                to     the   objections          listed    in     the    responses           to    those        requests            Shelby produced
           Subject



                    in     his                                             or       control     that    are       responsive            to        those     requests     Shelby
documents                              possession          custody


                                                raised      in response          to    those                       Accordingly                to    the    extent   Shelby has
maintains          any objections                                                               requests



written     communications                     in   which       Eduardo         and/or        Dorothy        asked or instructed                    Shelby to pay money



                                                                                                                 money      to       Adriana              Shelby has
                                                             person or business
to   Adriana         or    to        cause    another                                            to    pay                                                               already



                                                                                                                                                              on    the basis       of
                  them           Shelby has not withheld                        any documents                                    to    this
produced                                                                                                    responsive                            request




                                                                                         12
3285478v1/013774




                                                                                                                                                                                         01385
his previous         objections



22         All     documents             which         mention           to        request        or     instruction      by Eduardo                and/or        Dorothy          that


           you      pay         money      to    Adriana or that                   you      cause another            person or business                 to    pay       money          to


           Adriana



RESPONSE

           In      their    requests            for    production                                10      11 and        .12    Sylvia          and      Tommy             requested



respectively               All documents                 referring            or relating         to     Adriana Longoria                     All documents                relating




to   communications                  between             you       and        Dorothy            Louise        Longoria            All         documents               relating        to




communications                   between         you        and     others         regarding            Dorothy       Louise           Longoria          All documents


relating     to     communications                     between           you       and      Eduardo          Longoria        Theriot             and     All documents


relating    to     communications                 between           you and          others regarding               Eduardo        Longoria Theriot



                            to    the                             listed      in    the                        to    those    requests           Shelby produced                       all
           Subject                       objections                                         responses



documents           in     his                              custody           or    control        that     are     responsive          to     those    requests             Shelby
                                  possession


maintains                                       raised      in response             to   those     requests         Accordingly               to the extent            Shelby has
                  any objections


written    communications                   in    which        Eduardo             and/or        Dorothy asked or instructed                     Shelby           to   pay money



to   Adriana or            to    cause     another           person or business                    to    pay      money      to    Adriana           Shelby has             already




                  them Shelby              has        not    withheld                    documents           responsive           to   this    request        on       the basis        of
produced                                                                       any


his previous         objections



                                                                                         Eduardo                    Dorothy asked or instructed                                   to   do
23         All written            communications                    in   which                           and/or                                                          you

                                                              of Adriana or               to               another                     or business           to    do something
           something for the benefit                                                             cause                 person
           for the benefit               of Adriana



RESPONSE

           In      their        requests        for    production                                 10      11 and        12        Sylvia       and     Tommy              requested




respectively               All documents                    referring         or relating          to    Adriana Longoria                     All documents                 relating




to   communications                  between             you        and       Dorothy            Louise        Longoria                All     documents                relating        to




                                 between                    and      others         regarding            Dorothy       Louise          Longoria              All documents
communications                                    you




                                                                                            13
3285478v1/013774




                                                                                                                                                                                             01386
relating    to     communications                between          you        and       Eduardo          Longoria         Theriot           and    All documents


relating   to      communications              between         you and         others regarding                Eduardo        Longoria Theriot



           Subject         to    the   objections           listed     in the          responses          to    those    requests          Shelby produced               all




documents           in his       possession           custody          or    control           that     are    responsive       to    those      requests      Shelby


maintains         any objections          raised       in   response         to    those       requests        Accordingly            to the extent        Shelby has


written    communications                 in   which        Eduardo          and/or         Dorothy asked or instructed                    you    to   do something



for the benefit           of Adriana or          to    cause another               person or business               to   do    something for the benefit                  of


                                                                                                               withheld
                Shelby has already                                   them Shelby                                              any documents
                                                                                               has      not                                                               to
Adriana                                          produced                                                                                              responsive



this   request      on the basis of his previous                      objections



24         All     written        communications               which         respond           to       request     or    instruction         by Eduardo       and/or


           Dorothy         that    you     something           for the benefit               of Adriana or that you                   cause      another    person or
           business        to    do something for the benefit                          of Adriana



RESPONSE

           In     their                    for                                              10        11 and       12     Sylvia       and     Tommy        requested
                           requests               production



respectively              All documents               referring        or relating           to     Adriana Longoria                  All documents           relating



to     communications              between            you     and      Dorothy              Louise       Longoria             All      documents           relating       to




communications                  between        you     and     others        regarding              Dorothy       Louise       Longoria            All documents


relating     to     communications               between             you     and       Eduardo           Longoria        Theriot           and     All documents


relating    to     communications              between         you     and        others regarding              Eduardo       Longoria Theriot



           Subject         to    the     objections          listed     in    the       responses         to     those    requests           Shelby produced              all




documents           in    his                                          or     control          that     are    responsive        to    those      requests      Shelby
                                 possession           custody


maintains                                  raised      in    response         to   those       requests         Accordingly           to   the extent      Shelby has
                  any objections


written    communications                 which        respond         to         request         or instruction         by Eduardo           and/or    Dorothy that


                                                                                                                                                                          do
                                                                                                                                 person or business
                                                                                        that                        another                                         to
        something           for    the    benefit       of Adriana                or              you    cause
you


something for the benefit                      of Adriana             Shelby has already                  produced        them        Shelby has not withheld




                                                                                       14
3285478v1/013774




                                                                                                                                                                                01387
any documents              responsive           to    this   request     on the basis of his previous                      objections



25           All    documents            which        mention            request      or instruction            by Eduardo             and/or     Dorothy        that         you
             do    something for the benefit                     of Adriana or that you                    cause        another        person     or business            to    do

             something for the benefit                       of Adriana



RESPONSE

             In    their    requests           for    production                            10     11 and          12     Sylvia        and      Tommy          requested




respectively               All documents                referring        or relating         to   Adriana        Longoria              All documents              relating




to    communications                between             you     and      Dorothy           Louise        Longoria            All        documents             relating         to




communications                   between        you      and     others       regarding           Dorothy        Louise Longoria                    All documents


relating      to    communications                    between          you    and     Eduardo            Longoria         Theriot          and      All documents


relating     to    communications                   between      you and        others regarding               Eduardo       Longoria Theriot


                                  the                                    in    the                              those                                                          all
             Subject        to           objections            listed                 responses           to               requests        Shelby produced


documents           in     his                           custody         or    control       that    are       responsive         to    those      requests         Shelby
                                  possession


maintains                                      raised    in response           to   those    requests          Accordingly             to the extent          Shelby has
                   any objections


documents            which         mention                               or   instruction                 Eduardo           and/or       Dorothy         that                  do
                                                         request                                    by                                                             you


                                                of Adriana or that you cause another                                                                     do
                                                                                                                  person or business                           something
                                                                                                                                                    to
something for the benefit


for    the    benefit        of Adriana                Shelby      has        already       produced           them        Shelby        has      not    withheld             any



documents           responsive           to   this    request     on the basis of his previous                     objections



26           All    written        communications                 between           you     and    Dorothy         in    which         Adriana      is   mentioned              or

             referred       to



RESPONSE

             In    their                      for    production                and          Sylvia       and    Tommy         requested          respectively                 All
                            requests



documents               referring         or        relating      to     Adriana            Longoria              and       All         documents             relating          to




                                                                                                                                                                         in the
                                                               Dorothy Louise Longoria
                                 between                                                                                      to the objections               listed
communications                                  you     and                                                      Subject



                         those                                                       all   documents            in his     possession custody                   or control
responses
                   to              requests           Shelby produced


                                                                                                                                  raised        in response        to     those
that   are responsive               to   those        requests          Shelby maintains             any       objections




3285478v1/013774                                                                      15




                                                                                                                                                                                     01388
                                                                                                        communications             between         himself          and
requests           Accordingly           to     the    extent     Shelby has               written




                  in   which     Adriana        is   mentioned        or referred            to Shelby has already               produced         them Shelby
Dorothy


                                                                          to                         on the basis of his previous                 objections
                               any documents
has not withheld                                                               this    request
                                                        responsive



                                  communications                between                    and   Eduardo      in   which     Adriana         is   mentioned          or
27           All       written                                                 you
             referred      to



RESPONSE

             In    their   requests        for production                       and        11    Sylvia    and     Tommy         requested        respectively




All     documents                referring       or    relating      to   Adriana            Longoria            and     All      documents          relating        to




                                                                                                                                                                     the
                                                                          Longoria Theriot
                                                                                                                                                               in
communications                 between                and Eduardo                                           Subject      to the objections          listed
                                               you


                                                                                all    documents           in his   possession         custody        or control
                   to   those     requests           Shelby produced
responses


                                                                                                                           raised    in response          to   those
that   are responsive              to   those        requests     Shelby maintains                 any objections


                                                                                                          communications            between        himself          and
                   Accordingly            to    the     extent    Shelby has                written
requests



                                  Adriana             mentioned       or referred            to    Shelby has          already    produced         them      Shelby
Eduardo           in    which                   is




       not   withheld any documents                      responsive       to    this       request     on the basis of his previous               objections
has




                                                                               Respectfully           submitted




                                                                                       4QJ
                                                                               SUSMAN GODFREY LL.P




                                                                               By
                                                                                      Jorny.W.Ca
                                                                                            Bar No 00796312
                                                                                       Stte
                                                                                      joartersusmangodfrcy.com
                                                                                      Richard             Hess

                                                                                      State      Bar   No    24046070

                                                                                      rhesssusmangodfrey.com
                                                                                      Kristen        Schiemmer

                                                                                       State Bar       No    24075029

                                                                                      ksohlemmnersusmangodfreY.c0m
                                                                                       1000       Louisiana Street         Suite    5100



                                                                                      16
 3285478v1/013774




                                                                                                                                                                           01389
                                                                   Houston         Texas   77002-5096

                                                                   Telephone           713    651-9366

                                                                    Fax      713      654-6666



                                                                    Robert           Maclntyre     Jr

                                                                    State    Bar   No    12760700

                                                                    macintyre@rnmlawtexas.com
                                                                    MACINTYRE           MCCULLOCH           STANFIELD    YouNG
                                                                    2900     Weslayan        Suite   150

                                                                    Houston          Texas 77027

                                                                    Telephone          713    547-5400

                                                                   Attorneys for Shelby Longoria




                                              CERTIFIcATE                 OF SE1 VICE

                                                                           and correct             of the above    and foregoing
This   is to    certilS    that   on September   12 2014           true                    copy


                                     forwarded        the following        counsel     of record     in   accordance    with Rule 21
instrument        was properly                   to




of the Texas Rules           of Civil Procedure       as indicated        below


           James      Austin Fisher                                  Via   Email

           FISHER           WELCH
           2800     Lincoln       Plaza

           500    North Akard        Street

           Dallas         Texas   75201

           Email jfisher@fisherwelch.com


                             Holmes                                  Via    Email
                 Wesley
           THE HOLMES             LAW FIRM
                         North Central                     Suite   400
           10000                          Expressway

           Dallas         Texas 75231

           Email wes@wesholmes.com
                                                                                         andAdriana Longoria
           Attorneys for James Thomas                 Dorsey   Sylvia




                                                                     17
 3285478v1/O1     3774




                                                                                                                                       01390
EXHIBIT




          01391
                                                               Case Number 414270


IN THE ESTATE OF                                                                            iN     THE PROBATE                  COURT
DOROTHY LOUISE LONGORIA                                                                     NUMBER ONE OF
DECEASED                                                                                    HARRIS COUNTY                           TEXAS


                         Shelby Longorias              Responses to Adrianas                        First      Set   of Interrogatories



TO         Adriana Longoria                  by and through her attorneys                          of record           James       Austin Fisher Fisher

           Welch             2800     Lincoln       Plaza        500        North        Akard          Street       Dallas        Texas      75201        and    Wes

           Holmes             The    Holmes Law Firm 10000                               North     Central           Expressway             Suite       400 Dallas
           Texas         75231



           Shelby            Longoria         Will      Contestant                and     Counter-Defendant                   in     the     above-styled             and



numbered                                       to     Rule     197      of the           Texas     Rules         of Civil       Procedure               answers       the
                   cause       pursuant



following        interrogatories            separately       and     fully        in    writing


                                                         GENERAL                    OBJECTIONS


                                                                     to        each      instruction          definition        and        interrogatory         to   the
                             Shelby Longoria           objects



extent    that                                                                           or discovery                                            than    or different
                   it   purports      to    impose     any requirement                                           obligation         greater



                   under       the   Texas     Rules      of Civil Procedure                     and     the applicable            Rules      and Orders of the
from those



Court


                                                         objects            to     each     interrogatory              that    is    overly        broad     unduly
                             Shelby        Longoria


                                                      calculated          to     lead to the discovery                 of adnuissible         evidence
burdensome               or not reasonably



                                                                       to        each    instruction           definition          and     interrogatory         to    the
                             Shelby Longoria            objects



                             seeks     documents                                  from      disclosure            by    the    attorney-client             privilege
extent      that        it                                protected



deliberative                         privilege        attorney       work product                doctrine         or   any other applicable                privilege
                        process


                                                                                                              inadvertent       and      shall    not    constitute
            any such disclosure                by Shelby Longoria occur                                  is
Should                                                                                             it




waiver of any privilege


                                                                                                                                                   set   forth   above
                             Shelby Longoria incorporates                         by reference           every general             objection




into     each    specific         response      set    forth    below                   specific    response           may     repeat         general       objection




                                                                                                                                                        EXHIBIT

3285112v1/013774




                                                                                                                                                                             01392
for   emphasis       or     some         other    reason The            failure      to    include                                            in
                                                                                                         any general          objection            any specific


response      does         not     waive         any    general         objection          to    that    request          Moreover          Shelby Longoria


reserves     his right       to    amend         his responses          below


                            OBJECTIONS                            RESPONSES                TO INTERROGATORIES

INTERROGATORY                            NTJISII3ER


                    what
Please     state                  you contend            to    be     the    total    amount            of money that              Adriana     has      been    paid

pursuant     to    the Private           Agreement



RESPONSE


           The     total    amount         of money            that   Adriana has been                  paid   pursuant       to    the Private      Agreement



is   $3168619          as    noted        in the       document          attached          as Exhibit           and       bates     labeled       SLONGORIA


002565-002568



INTERROGATORY                            NUMBER

For each payment                  of money that has been                     made         to    Adriana pursuant            to     the Private       Agreement

please     state



                       the date          on which           the   payment       was       sent    to    Adriana


                       the       manner        in     which       the   payment           was made for example                       by    check     or   by   wire-

                       transfer


                       the       full    name         address and           telephone number of the business                              which    actually      sent

                       the       payment         to    Adriana



                                                      address and                                number of           the individual         who      directed     the
                       the        full   name                                telephone

                       business           described           in part         to     send the payment                to   Adriana



                       the       full    name         address and           telephone number of the owner                           or each of       the   owners

                       of more than                   one     of the account              from which           the    money was            taken   to     make    the


                       payment            to   Adriana


                       the       number of            the account           from which            the   money was taken               to   make    the     payment

                       to    Adriana           and




3285112v1/013774




                                                                                                                                                                        01393
                          the     full   name         address and            telephone       number       of the financial            institution        at    which

                          that    account          was maintained


          PLEASE PROVIDE THE iNFORMATION DESCRIBED IN PARTS   TKROUGH
             SEPARATELY FOR EACH PAYMENT OF MONEY WHICH YOU CONTEND
          WAS MADE TO AD1UANA PURSUANT TO THE PRIVATE AGREEMENT

RESPONSE

                                                              to    this     interrogatory        as    unduly        burdensome            and     calling          for
          Shelby          Longoria             objects



information           that   is                    available        to    Adriana Longoria or already                   in    Adrianas        possession             or
                                   equally



scope     of knowledge                   as   she    was      personally         involved       in receiving          these    payments           Shelby also



                                                                                                              scope of his personal
           to   this                                as seeking            information      outside      the                                         knowledge
objects                   interrogatory



                                further        objects       to    this    interrogatory        as   vague      and    overbroad because                  it   seeks
Shelby Longoria


information          covering             20-year          time    period      Subject     to   these    objections          Shelby Longoria provides



                to    each of the subparts                   as    follows
responses



                   The       statement          of account           attached      as    Exhibit          and      labeled     SLONGORIA                  002565-



                   002568          reflects         all    dates    on     which     payments        were     made      to    Adriana        To     the       best    of



                                                             this    statement                          reflects      the     dates    on    which        Adriana
                     Shelbys         knowledge                                        accurately



                   received         payments


                   To     the best            of Shelbys            knowledge            Shelby believes            payments          were   made by             wire




                     transfer since           at   least    2008


                                                                                                                     sent                           Adriana
                     To   the best        of Shelbys knowledge                     no business          actually               payment       to




                                                                                   no business                        sent                   to     Adriana
                     To   the best        of Shelbys knowledge                                          actually               payment



                     To   the      best       of his knowledge                 Shelby believes            his father         Eduardo        owned        the     bank



                     account         from          which          Adriana      was       paid     After       Eduardos           death       it     is    Shelbys



                                               that       Dorothy owned            the   bank    account
                     understanding




3285112v1/013774




                                                                                                                                                                           01394
                   To   the      best     of his knowledge                         Shelby answers                  that    the    most        recent       bank     account



                   number        used           pay Adriana was 900559-5
                                          to




                   Banco      Nacional de Mexico                             S.A    BANAMEX                      which     is   located       at   Guerrero         919   col




                   Centro C.P              88000 Nuevo                       Laredo       Tamaulipas              As    noted      on the banks              website      the




                   banks phone             number           is    01867             712    3093


INTERROGATORY                             NUMBER

If         contend         that                        to        the Private          Agreement                  Adriana        ever    received       property         other
     you                             pursuant
                                                                            with respect         to    such property
than   money        please        state    the following



                            detailed            description                 of the    property             which          you     contend          was       received      by
                        Adriana pursuant                    to    the Private         Agreement


                        the date          on which you                  contend           the property            was     received          by Adriana pursuant             to


                        the Private            Agreement


                        the   manner            in    which you                 contend             the property          was     transferred         to    Adriana       for

                        example            by delivery                 of      deed    pursuant            to the Private         Agreement


                        the   full        name        address and                  telephone           number of           the    person or business              which

                        you       contend            owned            the property             immediately          before        it   was    received        by Adriana

                        pursuant          to    the Private             Agreement


                        the   full        name        address and                  telephone          number of           the    individual         who      directed      the

                        owner        of the property                   to    transfer     it   to   Adriana         and



                        what                contend              to    have    been       the       fair   market value           of the property              at   the time
                                   you
                                                                                                by Adriana                                  Private    Agreement
                        when         you       contend            it   was     received                             pursuant           to




           PLEASE PROVIDE THE INFORMATION DESCRIBED IN PARTS  THROUGH
           SEPARATELY FOR EACH ITEM OF PROPERTY  WHICH YOU CONTEND WAS
           RECEIVED BY ADRLANA PURSUANT TO THE PRIVATE AGREEMENT


RISPONSE

                                                                 to     this    interrogatory               as    unduly        burdensome             and     calling     for
           Shelby Longoria                     objects



                            is                   available              to    Adriana Longoria                   or already        in       Adrianas        possession        or
information         that          equally



           of knowledge               as       she   was         personally           involved             in receiving          these       payments         Shelby also
scope




3285112v1/013774




                                                                                                                                                                                   01395
                                                                                                                   scope of his personal
objects    to    this   interrogatory              as seeking           information           outside      the                                             knowledge


Shelby Longoria               further        objects       to    this    interrogatory             as     vague        and    overbroad because                    it   seeks



information         covering           20-year           time    period



           Subject      to    these     objections              Shelby understands                 that    in addition         to   over       $3   million received



under     the Private         Agreement              Adriana also received                     50% of        the shares             of   CASACO            as noted        in



documents          produced           by Adrianas                co-parties           Sylvia       and      Tommy             at    DORSEY            01913-01951



Shelbys knowledge                of     CASACO is limited                       to   the information             contained          in those        documents



INTERROGATORY                          NUMBER

For each        business      which          has    ever    made            payment           of money            to   Adriana pursuant               to   the Private


Agreement           please     state     the   following


                        the   names            of the       owners              of the business             at    each       of the times           when      it   made

                        payment         of money            to   Adriana pursuant                  to the Private            Agreement


                                                   or    title   in the business              which       made           payment              of money     to      Adriana
                        your position

                        pursuant        to    the Private          Agreement                 and



                                                    or   title   in     any business           which        was        an owner          of the business                which
                        your position
                        made                             of money          to    Adriana pursuant                to    the Private            Agreement
                                       payment


           PLEASE PROVIDE THE INFORMATION    DESCRIBED iN PARTS     THROUGH
              SEPARATELY  FOR EACH  BUSiNESS  WHICH   YOU  CONTEND   MADE
           PAYMENT   OF  MONEY   TO  ADRIANA    PURSUANT    TO  THE  PRIVATE
           AGREEMENT

RESPONSE

           To      the best     of Shelbys                knowledge              no   business          made           payment           to    Adriana pursuant             to




the Private        Agreement


INTERROGATORY                           NUMBER

For     each     business       which           you       contend          has        ever     made an            assignment              conveyance               or    other

                                       of property                Adriana pursuant to the Private                             Agreement              please        state   the
transfer        of any kind                                 to


following




3285112v1/013774




                                                                                                                                                                                 01396
                    the   names           of the      owners        of    the    business     at   each     of the times              when        you

                    contend          made       an     assignment                             or   other    transfer         of any        kind    of
                                it
                                                                          conveyance

                    property    to   Adriana pursuant             to the Private        Agreement


                    your position         or   title   in the     business       which you contend                 made      the     assignment

                    conveyance        or other         transfer     of   any    kind    of property        to    Adriana pursuant            to   the

                    Private    Agreement             and



                                   or title in any business                       which you        contend             was   an owner        of   the
                    your position
                    business  which made the assignment                                             or other           transfer      of any kind
                                                                                  conveyance
                    of property      to   Adriana pursuant           to   the Private       Agreement


           PLEASE PROVIDE THE INFORMATION  DESCRIBED IN PARTS   THROUGH
              SEPARATELY  FOR EACH BUSINESS WHICH YOU CONTEND MADE
           PAYMENT   OF MONEY TO    ADRIANA   PURSUANT   TO THE  PRIVATE
           AGREEMENT

RESPONSE

           Shelby Longoria        does not contend           that    any business           made an assignment conveyance                          or




                                            of non-monetary                              to   Adriana                           to   the    Private
other    transfer    of any       kind                                     property                             pursuant




Agreement




                                                                   Respectfully         submitted




                                                                          /QQ
                                                                   SUSMAN GODFREY                    L.L.P




                                                                   By
                                                                                      Cttrtr
                                                                           Jourty
                                                                                 Bar    No
                                                                                        00796312
                                                                           Stte
                                                                          jcartersusmangodfrey.com
                                                                           Richard    Hess

                                                                          State   Bar   No    24046070

                                                                          rhesssusmangodfrey                    corn

                                                                          Kristen      Schiemmer

                                                                          State   Bar   No    24075029

                                                                          kschlemmersusmangOdfrey.COm
                                                                          1000    Louisiana Street              Suite    5100

                                                                          Houston       Texas      77002-5096




3255112v1/013774




                                                                                                                                                        01397
                   Telephone       713    651-9366
                   Fax     713    654-6666



                   Robert        Maclntyre Jr
                   State   Bar   No   12760700

                   macintyremm1awtexas.com
                   MACINTYRE  MCCULLOCH STANFIELD      YouliG

                   2900 Weslayan        Suite    150

                   Houston Texas 77027
                   Telephone      713     547-5400

                   Attorneys for SlieThy Longoria




3285112v1/013774




                                                                01398
                      EXHIBIT




32851   12v1/013774




                                01399
                                                                                                                                                                                        REPORTE   No.5


                                                                  Estado de Cuenta                               de     ALK
Pos                                                                  Saldo             Pago        do            Pago   de      Total   Pago        Intereses           Saido

niciales                          Mes                                Inicial            Capital                  Intereses       Mensual           No   Pagodas         Final        Prime        50%    Prime



                                                       ago-62          3006000                    29000                                 29000                           2971000      6.09%          3.00%

                                                       sep-92          2071 000                    4000                                    4000                         2967000      8.00%          3.00%

                                                        oct-92         2667000                      4000                                   4000                         2963000      600%           3.00%

                                                       nov-92          2963000                      4000                                   4000                         2959000      6.00%          3.00%

                                                        dic-92         2959000                      4000                                   4000                         2955000      6.00%          3.00%

                                                       ene-93          2955000                     4000                                  4000                           2951000      6.00%          3.00%

                                                       feb-93          2951000                     4800                                  4800                           2946200      6.00%          3.00%

                                                       Mzo-93          2946200                     8245                                  8245                           2937055      6.00%          3.00%

                                                       abr-93          2937955                    36000                                 36000                           2901955      6.00%          3.00%

    10                                                 Myo-93          2901955                    15227                                 15227                           2886728      6.00%          3.00%

    11                                                 Jun-93          2886720                                                                                          2875790      6.00%          3.00%

                                                                                              i2421b                            iS421b
    12                                                  juI-9          2875790                      7138                                   7138                         2568652      6.00%          3.00%

    13                                                 ago-9           2868652                      7138                                   7138                         2861514      600%           3.00%

    14                                                 oep-6           2861514                      2937                                   2937                         2858577      6.00%          3.00%

    15                                                  oct-9          2858577                      5706                                   5706                         2852871      6.00%          3.00%

    16                                                 nov-9           2852871                     10235                                10235                           2842636      6.00%          3.00%

    17                                                  dic-9                                      16450                                16450                           2826186      6.00%          3.00%
                                                                       2842636
    18                                                 ene-94          2626186                     7450                                  7450                           2818736      6.0056         3.00%

    19                                                 feb-9           2818730                     8900                                  8900                           2809836      600%           3.00%

    20                                                 Mzo-94          2809836                    24900                                 24900                           2784936      6.25%          3.13%

    21                                                                                             8200                                  6200                           2775736      675%           3.38%
                                                       abr-44          2784936
    22                                                 Myo-9           2778736                     11200                                 11200                          2767536      7.25%          3.63%

    23

                20   Peri090      Pages    Iniclales
                                                       jun-9           2767536                      8900

                                                                                                                             U__           8900                          2758636     7.25%          3.63%




                                                                                                                                           6000                          2752636     7.25%          3.63%
    24                                                  Jul-94         2758836                      6000
    25                                                 ago-94          2752636                      8451                                   8451                          2744185     7.75%          3.88%

    26                                                 sep-94          2744185                     14500                                14500                            2729665     7-75%          3.88%

                                                        oct-94                                                                             7000                          2722685     7-75%          3.88%
    27                                                                 2729685                      7000
    28                                                 nov-94          2722685                      9100                                   9.100                         2713585     8.50%          4.25%

    29                                                  dic-94         2713586                     11365                                 11365                           2702220     8.50%          4.25%

                                                       ene-95                                                                            11715                           2690505     8.50%          4.25%
    30                                                                 2702220                     11715

    31                                                 feb-95          2690505                      9900                                   9900                          2680605                    4.50%

    32                                                 Mzo-95          2660605                      8000                                   8000                          2672605     9.60%          4.50%

    33                                                 abr-95                                      10000                                 10000                           2662605     9.00%          4.50%
                                                                       2672605
                                                                                                                                         10500                           2652105     900%           4.50%
    34                                                 Myo-95          2662605                     10500
                                                                           052   1fl                                                     11.500                          2640605     9.00%          4.50%

                                                                                                                                        11
    35                                                 Jun-95

                                                                                              iii
                                                                                                                                         10300                           2630305     8.75%          4.38%
    36                                                  jul-95         2640605                     10300
                                                                                                                                                                         2620005     8.75%          4.38%
    37                                                 ago-95          2630305                     10300                                 10300
                                                                                                   10300                                 10300                           2609705     8.75%          4.38%
    38                                                 sep-95          2620005
                                                        oct-95                                     10300                                 10300                           2599405     8.75%          4.36%
    39                                                                 2609705
                                                                                                                                          9000                           2590405     8.75%          4.38%
    40                                                 nov-95          2599405                      9000
                                                                                                                                                                         2579405     8.56%          4.25%
    41                                                  dic-95         2590.405                    11000                                 11000

    42                                                 eno-98          2579.405                    13043                                 13043                           2566362     8.50%          425%
                                                       feb-95                                      11.500                                11500                           2554882     8.2556         4.13%
    43                                                                 2566362
                                                                                                                                           9000                          2645862     8.25%          4.13%
    44                                                 Mzo-96          2554862                      5000
                                                                                                                                                                         2531562     8.25%          4.13%
    45                                                 abr-96          2545662                     14000                                 14000
                                                                                                                                         11000                            2520862    8.25%          4.13%
    46                                                 Myo-98          2531862                     11000
    47                                                  im-06          2520862                     10     000                            5Q0                              2510862    9.25%          4.13%


                40   P00000       Pagos    iniclaies                                                                                    129743


                                                                                                                                         12.000                           2498662    825%           4.13%
    48                                                  jul-96          2510862                    12000
                                                                                                                                                                          2486362    8.26%          4.13%
    49                                                 ago-96           2496862                    12600                                 12500
                                                                                                                                                                          2471562    8.25%          413%
    50                                                 sep-SO           2468362                    14.500                                14500
                                                                                                   17439                                 17.439                           2454423    8.25%          4.13%
    51                                                  oct-96          2471862
                                                                                                                                         11816                            2442607    8.25%          4.13%
     52                                                nov-95           2454423                    11816
                                                                                                                                         13639                            2428968    8.25%          4.13%
     53                                                 dio-96          2442607                    13639
                                                                                                                                                                          2417329    6.25%          4.13%
     54                                                ena-97           2428968                    11639                                 11639

                                                        feb-97                                     12284                                 12284                            2405045    825%           4.13%
     55                                                                 2417329
                                                                                                                                         14.639                           2390406    8.50%          4.25%
     56                                                Mzo-97           2405045                    14639
                                                                                                                                                                          2377259    8.50%          4.25%
     57                                                 abr-97          2390406                    13147                                 13147
                                                                                                                                                                          2368364    8.50%          4.25%
     58                                                Myo-97           2377259                         5895                              8895
                                                                                                                                                                                     860%           425%
     59                                                 iue-97          2365.364           _j45                                                                           2359719

                so   l-erlooo      ragos   iniciaies                                              15114                                 151143

                                                                                                                                                                                      8.50%             425%
     60                                                  jul-97         2359719                    10164                                 10164                             2349555
                                                                        2349.555
                                                                                                   4p.3o                                 450                               2309525    8.50%             4.25%

                                                                                                                                         50.194


                                                                                                  tooei                                 680478
                               Sub-Total




                                                                                                                                            7045                  535      2310050    8.50%             4.25%
         8180                                          390-97            2309526                                         7645
                                                                                                                                                                           2306544    8.60%             425%
                                                        sep-97           2310055                        3516             8181              11657
         8181
                                                                                                                                                                           2306065    8.50%             4.25%
                                                        oct-97           2306544                           476           8169               8645
         8169
                                                                                                                                                                  522                 5.50%             4.25%
                                                        nov-97           2306066                                         7645               7645                           230659C
         8167




                                                                                                                                                                                       SLONGORIAOO2565




                                                                                                                                                                                                                 01400
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                                                   00                                     rii            NNN03NIIII31300NNO
                                                                                                         3031010   lo   10    00100          MN   00
                                                                                                                                                                   3000300030
                                                                                                                                                                        MI           03031003j30.3N000303NN
                                                                                                                                                                                        1000001010    ro        10     jo
                                                                                                                                                                                                                                 33N03NNN3
                                                                                                                                                                                                                                  NO 300K
      pC00O
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                                 C0o                           30                           -0-0-




                                                        -4


       001003010                 0000000300000                  031-00                                                                                                               03   000000IOOIOCCO     aaa                 aaaaaaaa
                                                        -3

                                                             00000            0-0-0-
4501                                    dic-03         1600529          15317          4.501      19818          1785212      4.00%    3.00%

4463                                   ene-04          1785212           11565         4463       16028          1773647      4.00%    3.00%

4434                                    feb-04         1773647          10198          4434       14632          1763449      4.00%    3.00%

4409                                   mar-04          1763449           11734         4409       16142          1751716      4.00%    3.00%

4379                                    abr-04         1751716           11239         4379       15618          1740477      4.00%    3.60%

4351                                   may-04          1740477          17071          4351       21422          1723406      4.00%    3.00%

4309                                    jun-04         1723406           17526         4309       21834          1705880      4.00%    3.00%

4531                                                   1705886           10.1    00    4.531      14.631                      4.25%    3.19%
                                                                                                                 1695780
       lo.Penodo        Pago     Intereses                                            53.199     399907




4504                                   ago-04          1695780           13622         4504       18126          1682158      4.25%    3.19%

4731                                   sep-04          1682158           13395         4731       18126          1668763      4.50%    3.38%

4954                                    oct-04         1668763           12664         4954       17618          1656099      4.75%    3.56%

4917                                   nov-04          1656099            9710         4917       14626          1646390      4-75%    3.56%

5145                                    dlc-04         1846390            9481         5145       14626          1636908      5.00%    3.75%

5371                                   ene-05          1636908           11947         5371       17318          1624991      5.25%    3.94%

5332                                    feb-05         1.624981           9286         5332       14618          1615675      5.25%    3.94%

5554                                   mar-05          1.615675          9064          5554       14618          1606.611     5.50%    4.13%

5774                                    abr-05         1606811          13862          5774       19636          1592749      5-75%    4.31%

5724                                  may-05           1592749            9904         5724       14028          1583844      5.75%    4.31%

6187                                    jun-05         1583844          13431          6187       19618          1570413      6.25%    4.69%

6134                                     jul-05        1570413            8494         6134       14628          1.561919     6.25%    4.69%

       8o    Perlodo    Pago     Intereses                             133861         64327      198188



6101                                   ago-OS          1561919          12.535         6101       18636          1849384      6.25%    4.69%

6294                                   sep-05          1549384           11334         6294       17628          1538051      6.50%    4.88%

6489                                    oct-05         1538051           11139         6489       17628          1826911      6.75%    5.06%

6680                                   nov-05          1526911          17964          6680       24644          1508948      7.00%    525%

6602                                    dlo-05         1509948          15035          8602       21636          1493913      7.00%    626%

6536                                   ene-06          1493913            6082         8536       14618          1485831      7.00%    525%

6733                                   feb-06          1485831            7885         6733       14618          1477946      7.25%    8.44%

6828                                   mar-06          1477846          10190          6928       17.118         1467755      7.60%    5.63%

6880                                   ubr-06          1467755            7738         6880       14618          1460017      750%     5.63%

6844                                  may-06           1460017          13324          6844       20188          1446693      7.50%    5.63%

7233                                   jun-06          1446693            9385         7233       16618          1437308      8.00%    8.00%

7411                                     jul-06        1437308            9207         7411       16818          1428101      8.25%    6.19%

                                                                       133818         89731      214.549
       9o.PeriodoPagointereses



                                                       1428101            8265         7364       16.618         1418847      8.25%    6.19%
7364                                   ago-OS

                                                                        12302          7316       19.618         1408645      8.25%    6.19%
7316                                   sep-06          1418847
                                        oct-06         1406545            9366         7252       16618          1397179      8.25%    6.19%
7252
                                       nov-06                                                     24618          1379765      8.25%    6.16%
7204                                                   1397179          17414          7204
7114                                    dio-06         1379765            5504         7114       12618          1374262      8.26%    6.19%

7086                                   ene-07          1.374262          17054         7086       24.140         1357208      8.25%    6.19%

                                        feb-07                            9620         6998       16618          1347586      8.25%    6.19%
6998                                                   1367208
6949                                   mar-07          1347588           11051         6949       18000          1336537      8.25%    6.19%

                                        abr-07                            8906         6892       15600          1327628      8.25%    6.19%
6892                                                   1336537
6848                                  may-07           1327.628           8964         6846       15800          1318674      8.25%    6.16%

                                                                                       6.799      20.800         1304673      8.25%    6.19%
6799                                    jun-07         1318674           14.001

                                                                                       6727        15800         1296600      8.25%    6.19%
6727                                    jul-07         1304673    .....9.9.T
       100    Periodo   Pago     Intereses                             132.801        84547      217048


                                                                                       6680        18600         1283481      825%     6.16%
8680                                   ago-Ui          1295600           12120

                                                                                                   15800         1274299      825%     6.19%
8618                                   sep-07          1283481            9182         6618
                                                                                                   15800         1264671      7.75%    5.61%
6172                                    oct-07         1274299            9626         6172
                                       nov-07          1264671           11872         5928        17800         1262769      7.50%    6.63%
5928
                                                                                                                 1242872      7.50%    5.63%
5872                                    dlc-07         1252799            9928         5872        15800
                                                                                                                 1227203      7.25%    6.44%
5602                                   ene-08          1242872           15668         5632        21300
                                                                                                                 1198005      6.00%    4.50%
4602                                    feb-OS         1227203           29198         4602        33000
                                                                                                                 1183898      6.00%    4.50%
4493                                   mar-08          1196.005          14.307        4493        18800
                                        abr-08         1183698           16916         3884        20600         1166782      5.25%    3.94%
3684
                                                                                                                 1154628      5.00%    3.76%
3646                                   may-08          1166782           12154         3646        15000
                                                                         22192         3608                      1132436      5.00%    3.75%
3608                                    jun       08     154626                                    258tO
                                                                                                                 1120175      5.00%    3.75%
3539                                     Jul-08        1132436           12261         3539        15800

       110    Perlodo   Page     Intereses                              1754          60675      236106     .0




                                                                                                                 1107876      5.00%    376%
3501                                   ugo-OB          1120175           12299          3501       15800

                                                                                                                 l095538      5.00%    3.75%
3462                                   sep-08          1107876           12338          3462       15800
                                                                                                                 1078161      5.00%    3.75%
3424                                    oct-08         1095538           17376          3424
                                                                                                                 1065057      4.00%    3.00%
2695                                   nov-08          1078161           13.105         2695       15800
                                                                                                                  1051920     4.00%    3.00%
2663                                    dlc-08         1065057           13137          2663       15800

2137                                   ene-09          1051920           17163          2137   i9300              1034756     3.25%    2.44%


                                        feb-09                           14699          2102       16800          1020056     325%     244%
2102                                                   1034756
                                       mar-09                                           2072       18.800         1.003330    3.26%    2.44%
2072                                                   1020058           16728
                                        abr-09                                          2038       15800            989566    3.25%    2.44%
2038                                                   1003330           13762
                                                                                                   15800            975778    325%     2.44%
2010                                   may-09            989568          13.790         2010
                                                                                        1982       15800            961.960   325%     2.44%
1982                                    Jun-09           975778          13818

1954                                      jul-OS         981860          16846          1954    r208                943114     3.26%   2.44%




                                                                                                                               SLONGORIAOO2567




                                                                                                                                                 01402
       120   Perlodo    Pago      Intereses                             1770611     3003912071001                   01




1916                                       ao-O9            943114       13864       1916      15600                     929230     3.25%   244%
1897                                       sep-09           929230       13913       1887      15800                     915317     3.25%   2.44%

1859                                           oct-09       915317       13941       1859      15800                     901377     3.25%   2.44%

1831                                       nov-09           901   377    33   969      831     35                        867408     3.25%   2.44%

1762                                           dic-09       987408       14038       1762      15900                     853369     3.25%   2.44%

1733                                       eoe-10           853369       14067       1733      15800                     839303     325%    2.44%

1705                                           feb-10       839.303      14085       1705      15.800                    825200     3.25%   2.44%

1676                                       mar-10           825208       14124       1676      15800                     811084     3.25%   2.44%

1648                                           abr-10       811084       14152       1.848     15800                     796931     3.25%   2.44%

1619                                       may-10           798.931      14181       1619      15800                     782750     3.25%   2.44%

1590                                           jun-10       792750       14210       1590      15800                     788540     3.25%   2.44%

1561                                            jul-10      768540       14239       1561      15800                     754301     3.25%   2.44%


       13o.PertodoPajotntereses                                          88813      20787     209608


1532                                       ao-10            754301       14288       1532      15800                     740033     3.25%   2.44%

1503                                       sep-10           740033       14297       1503      15800                     725737     3.25%   2.44%

1474                                           oct-10       725737                                       1474            727211     3.25%   2.44%

                                           nov-10           727211                                       1477            728688     3.25%   2.44%
1477
                                                                                                         1480            730188     3.25%   2.44%
1450                                           dic-lO       728688
                                           one-Il                                                        1483            731651     3.25%   2.44%
1483                                                        730.168

                                                            731651                                       1486            733137     3.25%   2.44%
1486                                           feb-11


                                           mar-11           733137                                       1489            734627     3.25%   2.44%
1489
                                                            734627                                       1492            736119     3.25%   2.44%
1492                                           abr-11


                                                                                                         1495            737814     3.25/   2.44%
1495                                       may-li           735119

                                                                                                         1498            739112     3.25%   2.44%
1498                                           jun-11       737614

                                                                                                         1501            740614     3.25%   2.44%
1501                                             jul-tI     739112

       14o   Periodo    Page      Intereses                              28568       3035      31600    14877


                                                            740614                                       1504            742119     3.25%   2.44%
1504                                       ago-Il

                                                            742118                                       1507            743625     3.25%   2.44%
1507                                           sep-Il

                                                                                                         1510            745136     3.25%   2.44%
1510                                           oct-li       743625

                                               nov-li                                                    1514            746646     3.25%   2.44%
1514                                                        745136

                                                            746849                                       1517            748160     3.25%   2.44%
1517                                            dlc-Il


                                           ene-12                                                        1520            749660     3.25%   2.44%
1520                                                        748.166

                                               feb-12                                                    1523            751200     3.25%   2.44%
1523                                                        749.686

                                                                                                         1526            752734     3.25%   2.44%
1526                                       mar-12           751209

                                                                                                         1529            754262     3.25%   2.44%
1529                                           abr-12       752734

                                                                                                         1532            755790     3.25%   2.44%
1532                                       may-12           754263

                                                                                                             1535        757331     3.25%   2.44%
1535                                           jun-12       755796

                                                                                                             1538        758860     3.25%   2.44%
1538                                            jul-12      757331

                                                                                                             1541        760411     3.25%   2.44%
1541                                       ago-12           758889

                                                                                                             1545        761950     3.25%   2.44%
1545                                           sep-12       760411



       150   Periodo              Irstereses                                                            21     342
                        Paso




                   Sc



                                                          .unu.uen                                                        7619531




                                                                                                                                      SLONGORJAOO2568




                                                                                                                                                        01403
                                                    CERTIFICATE        OF SERVICE

This                          that                     15 2014       true   and correct           of the above      and foregoing
         is   to   certify           on   September                                       copy


instrument           was                  forwarded to the following        counsel   of record   in   accordance    with Rule
                             properly



21   of the Texas Rules               of Civil Procedure    as indicated      below


              James     Austin Fisher                                 Via   Email
              FISHER           WELCH
              2800     Lincoln       Plaza

              500 North Akard             Street

              Dallas         Texas   75201

              Email jfisher@fisherwelch.com


                   Wesley       Holmes                                Via   Email
              THE HOLMES             LAW     FIRM

              10000        North Central       Expressway    Suite   400

              Dailas         Texas   75231

              Email wes@wesholmes.com
                                                                             Dirs      andAdriana Longoria
              Attorneys for James Thomas Dorsey                  Sylvia




                                                                      Kri ten    Schiename




 32851   12v1/O13774




                                                                                                                                    01404
EXHIBIT




          01405
                                                                                                                133

                                Shelby          Longoria            October            2014




                        Theres         no reference                here    in your     mothers

     estate        is    there

                          dont         see       that

                        Now      would       you    please          look    at Exhibits         103       and

     104    --    excuse       me     --    102    and       103

                                 Did         give       you    103

                        Yes

                                 MR        HESS         Do    you    have    an    extra      copy    of

     103    for    me
10                               MR        FISHER            Handing
11                               MR        HESS         Thank       you
12                  By Mr Fisher                    Do       you    recognize       Exhibit         103    as


13   the    Spanish       version           of    the    private          agreement      between

14   your    father       your        sister Adriana

15                      Yes

16                      Were     you       present        when      it was       signed

17                      No

18                      Did     you       play    any     part in the            creation      or


19   preparation          of     this       document

20                        dont            recall    playing               part    in the      creation

21   of this       document

22                      Please        look       at your         father          signature      on    the


     third                     Was    he physically                going    through           difficult
23               page

24   time in Decetber                 of    2002

25                      Well         as    we     spoke      earlier he was             getting




                                            Dickman          Davenport           Inc
            214.855.5100                   www.dickmandavenport.com                         800.445.9548




                                                                                                                      01406
                                                                                                                       134

                                Shelby          Longoria                  October             2014



     older       and    physically              he    was       --    started          to    decline

                        Would        you    agree          that       his       signature          here    is


     significantly              worse       than       earlier

                        I.       just say             that yes                  he    --    physically          he

     was    in         state     and       he was          declining                  His    goal    was       going

       little bit             down         so    --    but       that       was       just aging

                        Was     he    also       depressed

                             dont      remember             him being                depressed       in    2002

                        All     right            Now        if you          would          please    look       at

10   the    English          version             Help       me       out         Exhibit       102

11                               Did       you       view       this       agreement          as    creating

12   moral    obligation              but       not         legal          obligation          for       you
13                      Well           would          just       say that             generally          speaking

14   what    my    dads        wishes           were       and       which       they       seem    to    be

15   written       down       in these           documents                 those       are    the    wishes

16   that         tried morally                 speaking             to    fulfill          or help       him to

17   fulfill

18                      Please        look       at    the       paragraph             that    begins          with

19   the    word       second        toward          the    bottom          of       the    first    page

20                      Okay

21                      It    says          Payment             to    Adriana          Longoria

22   Kowa.ski            It     is    the       will       of    their          father       that    the

23   amount       of    U.S      $3    million be                delivered             to    his    daughter

24   Adriana       Longoria           Kowalski              from          the    operating          flows

25   generated          by    the     companies             represented                by the       shares




                                            Dickiuan            Davenport              Inc
            214.855.5100                   www.dickmandavenport.com                                 800.445.9548




                                                                                                                             01407
                                                                                                                  135
                                   Shelby       Longorja            October                2014



       contributed            to    the    trust     or by          their subsidiaries                      and
       therefore            it is    the    obligation             of    Eduardo and         Shelby
       Luis     Longoria           KowaJ.skj      in the        terms        mentioned       below          end
       quote

                                   What    did you        understand               to be    the

       companies        referenced          there
                        The    companies           that       we   have        been   talking          about
                        Okay          And there          is        reference          to      trust
      and     that     trust is          identified           as   the       Afirme        above       on
 10   that     page         right
 11                     Yes
 12                     The Afirme          Trust        held      stock       in the      Vertice
 13   Empresarial            and    in Inmuebles                Terrenos
 14                    Correct

 15                    And those           two    companies              in    turn     owned          other
16    companies

17                     Correct

18                     And this agreement                     from       the    language          we    just
19    read      kind    of places           the    payments             to   Adriana       would       be
20    made    from     the    operating           flows       generated            by the
21    companies         right
22                     Correct

23                     Not from your personal                      funds
24                     Correct

25                     So          but    you     were    running            the   companies




                                          Dickman        Davenport              Inc
             214.855.5100                www.dickmandavenport.com                           800.445.9548




                                                                                                                        01408
                                                                                                         136
                                Shelby       Longoria           October           2014




     right

                     Well             was    participating             in running          the

     companies            There       were    other       managers       involved

                     Well        was     there      anyone       with    more    authority

     than    you         Did    you    report       to    anyone

                     In    2002

                     Yes sir
                     To    my    dad

                     Well        he    was    semi-retired

10                   Yes        but    still he was my moral                    leader

11                   In    terms       of    actual      position        in the       companies

12   you    were    at    the    top    of    the    organizational             chart        werent

13   you
                                                                                                               C-
14                   Probably           yes
15                   Did       you    believe       that    this       private    agreement

16   created         legal       obligation          for the          companies       to    pay

17   Adriana       or was       it only            moral    obligation          for    them as

18   well

19                                     HESS         Object       to    form

20                        dont        make    that       correlation              never

21   thought       about       that

22                  By Mr Fisher                   Okay         You    never    thought          about

23   whether       the    companies          had         legal    obligation          to    make

24   payments

25                   Well        your       question       is    more    technical          in




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     nature         so         never       really thought                 about    that

                         What do you                 think    now     Did        the     companies       --


                         The     same       thing       Ive        always    thought

                         Which        is
                         Which        is    that            and    my brother          were     morally

     obligated           to    fulfill my              dads        wishes

                         But not           legally

                         Not     legally

                         Okay          And            think       you used       the     word

10   inheritance              earlier           to    describe       what       these     agreements

11   meant     to    your        sisters

12                                They          were    to    be    the    inheritance           that    your

13   sisters        would        receive              correct

14                       Thats              understanding                 yes
15                       But     at    the       same time          youre         saying      that   after


16            father          died         there       was    no    one    who     was    obligated       to
     your

17   make     those       payments

18                                Thats              your    contention           in this       lawsuit

19   isnt it
                                            will       tell you       that          felt         strong
20                       Again

21   moral     obligation              to       fulfill my          dads        wishes     for what       he


22   wanted     my       sisters           to    receive

23                       Okay          But       if    after your          father        died     your

                                                      and                                that    moral
24   darker     side          took     over                   you   suppressed

25   sense      you       didnt            feel       like there          was     any    legal




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     obligation       to pay          your    sisters          one       cent

                                MR     HESS            Object       to    form

                     Well             dont        recall       having            darker     side

     And    again          can    only       emphasize          the       strong    feeling          that

       had     for the      love       of my       father       and      my family        to    do    the

     best      could       to    comply       with       his    wishes

                    By Mr Fisher Well                          in    fact        in October          of

     2010     you    stopped          making       the    payments          to Adriana           didnt

     you
10                   The    payments          stopped          in October          of    2010

11                   And    its        your       contention             in this    lawsuit

12   theres     no    legal       obligation             for    those       payments        to be

13   made right
14                   Well        she    was       --    she was          paid in full

15                   So    thats        your       contention

16                   Yes         Based       on    the    wish       letter       and    what    he       had

17   specifically          described

18                   Okay         Now        is    it your          contention          in this       case

19   that    she was       paid in full from                    the       operating       flows

20   generated       by    the    companies

21                   Well        that    was       the    only       money       that    money       was

22   being    generated          is    from       the    companies                 cant        think       of

23   another    place       where       the       money    could          have    been    generated

24                   No     she       received          gifts       from    her    mother

25   Dorothy        and    you    have       taken       those       against       her havent




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     you
                            dont     have       specific             recollection             of    that

     Youd       have    to    be    more specific                   or show    me
                       All    right

                       And then go             to    the       statement       of account             to    see

     if that      was       charged       to    her       account

                       Do    you    contend          in       this    case    that      gifts        from

     Dorothy      to    Adriana          should          be    counted       against          the    amounts

     to    be   paid    to    her    under          the       private       agreement

10                     No      If my mom             owned          something      by     herself

11   separate          and    she was          to    give       something          to   one        of her

12   daughters          that       was    totally             and    completely         up     to    her

13                     Okay         Now        the       private       agreement          calls       for

14   payments          beginning          at    the       bottom       of    the    first          page     the

15   balance      to    be    delivered             to    Adriana        amounts         to


16   $2069100               correct

17                     That    is     correct

18                     The    next       paragraph             said    that    shes           to    receive

19   an    annual      amount       of    $150000              of principal             and    interest

20   in monthly         payments          of    12500 each                  right

21                     Right          Thats          what       it    says

22                     Okay         The    first month                after    this       was       signed

23   was    January         2003      correct

24                     Yes
25                     January        2003      to       October        2010       when       she was       cut




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     off        thats        91    months

                                   MR HESS                Object          to    form

                             dont know

                        By Mr Fisher                          Seven       years       through        2009

     plus       another       nine      months            up       to    October       2010        91     months

                        Okay

                        And       91    times       12500           is    $1137500                 You       trust

     me    on    that

                        Ill        trust you             on    that

10                      The balance             was       $2069100                    If    all of        the

11   monthly          payments         were     made          up    to    October          2010      that

12   would       amount       to       $1137500                leaving              unpaid        principal

13   amount           not    including          any       interest             whatsoever            of

14   $931600
15                                 MR HESS                Object          to    form

16                     By Mr Fisher                      Do    you       disagree          with    any       of

17   that       math
18                      Well           Id     have       to    run       the    math       myself            But if

19   you    want       me    to Ill            take       your          word    for      it

20                      Okay            So     is    it your             testimony            sir       that

21   pre-payments             were       made       to    Adriana             exceeding          $930000

22   between          January          2003    and       October          2010

23                      Well           the    calculation                that       Im     making       is    based

24   on the       wish       letter          which       speaks          of    $3   million             And

25   based       on    the    wish       letter           it talks             about       the    house       in




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     Laredo       could       be    used       as       payment            So        that       was    never

     deducted       from       the       statement             of    account

                                   So        if we       take       the    value       of       the    Laredo

     house        which       later turned                into       the    Houston             condo        and    we

     were    to    subtract             50   percent           of    that       value       from       the

     balance       of    the       $3    million                havent           run       the    nuibers

     exactly        but       it seems             to    me    like       she    would          have    been

     paid    in    full        based          on    the       wish    letter

                        Who    owned          the       Laredo       house       in    1992

10                      In    1992       it was          owned       by    Casaco

11                      Okay            So     when       the       wish    letter          was       signed

12   that    Laredo          house       was       owned       by Casaco

13                      Maybe       not            No          dont recall                        dont
14   recall       who    owned          it in       1992

15                      The    Laredo          house          was    not    given          to    Adriana           was

16   it
17                      Well        it was                Casaco          was    formed           whatever

18   year    that       was        and       it was       suggested             to    my    dad       that    he

19   give    the    shares          to my sisters

20                      Okay

21                      But    still that                     could       subtract          it from          the

22   statement          of    account

23                      Okay            So     the       Laredo       house          was    transferred             to


24   Casaco        is    that       your       testimony

25                      Yes thats                  my    recollection




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                       And    that          definitely             happened           before      December

     of    2002    didnt           it
                       Well             dont           have    the       dates         so    --    if         could

     see    some documentation                              could       probably        --


                       Maybe       well           do    that

                                  Youre           telling          me    now     you        dont        remember

     if    the   Laredo       house          was       conveyed          to    Casaco        before

     December      of    2002

                       It was          probably             before       2002         yeah

10                     Okay            So    then       we    come       to    December           2002    and

11   your    father      signs               private          agreement           that       says       the

12   balance      is    $2069100
13                     Right

14                           after          the       house    is       conveyed        to     Casaco

15   right
16                     But    if       you       go    to    the    wish       letter          it says

17   payments      may       be    rendered             in kind          to    which        the    following

18   properties         may       be    conveyed              Laredo          house

19                     Okay            Private          agreement             caine    after       the    wish

20   letter       true

21                     Yes

22                     And    the       private             agreement          says     as     of December

23   of    2002    balance             is    $2069100                   right

24                     Id     have          to    --    if we        could       see     the      statement

25   of account           that         would          probably          help     me




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                    Sure         What       are    we up       to

                            Exhibit              110    marked

                    By Mr Fisher                  Please       look       at    Exhibit          110

     See    title      Shelby       Longorias             Responses             to Adrianas

     First    Set of      Interrogatories

                    Yes

                    Appears       to    be       signed       by    one    of your          attorneys

     on    September      15th 2014               less    than            month      ago

                    Correct

10                  Have    you     seen         this    document          before

11                  Yes

12                  Does    it have          attached          to    it         statement         of

13   accounts    for Adriana

14                  Yes     it    does

15                  What    does       it show          the    balance          to   be     as   of


16   January    2003

17                  According          to    this        January          2003           2050192
18                  Isnt      that      February

19                  Well      see      ENE
20                  Yes

21                  Thats        January

22                  Yeah      and      it    says       $2069100
23                  No     but    the       balance           if you       go       --    thats        the

24   original    balance         after       the       payments

25                  All    right            At    the    beginning             of    January




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                                 Shelby       Longoria           October            2014




     $2069100
                       Yes

                       It is            perfect        match    to    the    amount       in the

     private      agreement

                       All       right

                                  MR     HESS          Jim youve            been    going       for

     about      an hour          and    20    minutes

                                 MR      FISHER          Would       you    like    to    take

     break       sir
10                                THE    WITNESS               need    to    go    to    the

11   restroom

12                               MR      FISHER          Lets        take         break

13                                THE    VIDEOGRAPHER                The    time    is    209 p.m

14   We   are    off    the       record

15                                Short        break     held

16                                THE    VIDEOGRAPHER                The    time    is    221 p.m

17   We   are   back        on    the    record

18                 By Mr               Fisher     We     are    back       on the       record        Mr

19   Longoria          do you          understand        that

20                     Yes

21                     We    were       discussing        Exhibit          110     which       is


22   entitled      your          responses        to    Adrianas           first set       of

23   interrogatories

24                                Did you       review     these       answers          before

25   today




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                               Shelby       Longoria                 October             2014




                     Yes

                    Are        they       true       and    correct          to    the   best       of your

     knowledge

                     Yes

                     Please          turn       to


                    Are        we    not    on       110

                     Yes sir                Yes

                                Page             Interrogatory               No          asks    for

     certain     information               about       each     payment           of money       that    has

10   been    made    to Adriana             pursuant            to         private       agreement

11                              Do you          see    that          sir
12                   Yes

13                   Paragraph                  asked       for      the    nmtiber      of   the

14   account     in which            the    money          is   taken       to    make    the    payment

15   to   Adriana          If       youll        turn back            to    Page          your      answer

16   is quote             To    the       best       of his       knowledge             Shelby

17   believes       his    father          Eduardo          owned      the       bank    account       from

18   which     Adriana         was    paid            After       Eduardos          death        it was

19                  understanding                that       Dorothy         owned       the   bank
     Shelbys

20   account        end    quote

21                              Do    you       see    that

22                   Yes

23                   Where          was    the       account         that    Dorothy          owned

24                        believe          it was          in Reynosa

25                   Was       that       one    of    the      accounts          that    was




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                             Shelby        Longoria            October           2014



     identified        earlier

                      Im     not    sure

                      And    so     is    it your       understanding            that    all of

     the    payments        made    after       your    father       died      were    made   from

       bank        account    owned       by    Dorothy

                      Thats        my understanding

                      All    right

                      Up    until         certain       point

                      What happened             then
10                    Well my recollection                      that      at     certain

11   point         my mom was       considered               U.S     person      for    tax

12   purposes         so      dont        know       if that     changed         how    the

13   payments        were    made              have    no            cant recall
14                            Exhibit           111    marked

15                   By Mr Fisher                Please       look     at Exhibit        111
16   This     is      copy    of         letter       from    Carolyn            Beckett      to

17   Adriana        Longoria

18                    Yes

19                    Have    you    seen       it    before

20                    Yes          have

21                    Carolyn       Becket       was    your     attorney         wasnt she
22                    Yes

23                    In    this    letter       she writes          to   Adriana        in   the

24   second        paragraph        that       in 2008       your    mother      declared

25   herself          U.S     resident          and    ceased       to make      transfers         of




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                                         Shelby          Longoria             October               2014



        funds      to               in her
                             you                     own    name
                                         Do you          see    that        sir
                                   do    see       that

                             Was        that       the     event      you     were       describing                few
       minutes          ago
                             Yes
                             Do    you        have       any    understanding                as    to     why your
       mother       declared             herself                U.S        resident          in    2008
                             Well              know       there       was     --       relied           on    Carolyn
 10    Becketts              expertise             and     Adrian          Hernandez              their support
 11
       people           to    make       those        determinations
 12
                             Okay         So         it was          advice       from      Adrian           Hernandez
 13    and    Carolyn          Beckett             was     involved

 14
                             Primarily             Carolyn         Becket        who     was         tax
15
      attorney
16                       Wliaj          was    the       tax benefit             to be       derived          from
17    your     mother         declaring               herself         to be            U.S        resident
18
                                     4R HESS                   Object       to     form
19
                         Well                 dont         think      it was            matter          about
20    being         benefit                   It   was     about       matter          of                 what
                                                                                             doing
21    needed       to    be       done    based           on    her    current          status
22
                        By Mr Fisher                       What       was     your      understanding                or
23    what    is   your           understanding                 as    to    why    that          needed       to   be
24    done

25
                        Again            relying           on    tax       experts          to    evaluate         what




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                               Shelby        Longoria              October              2014



     her    tax position             is so    we    can       be    totally               or at    least

     my    mom    could    be    totally         compliant

                     So    the       letter      continues           in       the   next    sentence

     quote         Instead           cash    payments          made       in    2009       were    made

     through       ITSA        pursuant       to    the       private          agreement         you    and

     your    father       entered         into     in    2002            Funds      were    withdrawn

     from    the    operating          cash      accounts           of    ITSA      and    payments

     were    made    to    your       Mexican       account          to       the   extent       of the

     corporations              available         funds             These       funds      were

10   deposited       into       an    account       in    Mexico              titled      in your

11   name        after    which       they    were       available             to   you    to be

12   transferred          to    your      account        in    the       U.S        end    quote

13                              Do    you    see    that

14                   Yes             do
15                   Is    ITSA           reference           to    Inmuebles              Terrenos

16                   Yes

17                   That       was         company       that       was       held     in the     --


18                   Afiriue         Trust

19                   -- Afirme            Trust

20                   Correct

21                   Although          by    2009        it was          no    longer      the    Afirme

22   Trust       right         it was       Bank    Santander

23                              MR     HESS         Object          to    form

24                   2009              dont        recall          specifically

25                  By Mr Fisher                   Did    that       not       change      when    you




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                            Shelby      Longoria             October             2014



     had    your    transaction         with    your       brother        in    2007

                          dont       believe    --         always     refer       to    it as       the

     Afirme    Trust.

                     In    any    event       Ininuebles           Terrenos        was       held    in


       trust

                     Correct

                     Of which         you    were       beneficiary

                          was        beneficiary

                     So     based      on    this letter           was     it your

10   understanding          that      from    the    time     of your          fathers        death

11   through       2008     the      payments        to Adriana       pursuant          to    the

12   private       agreement         were    made    from     an   account        owned       by

13   your    mother       Dorothy

14                   Yes          believe      so            dont     know       specifically

15   but    yes
16                   All    right

17                              Exhibit       112    marked

18                  By Mr Fisher               If    you     please       look    at    Exhibit

19   112     sir

20                              MR    FISHER         Would you        give       one    to    Mr
21   Hess

22                              MR HESS          Thanks

23                  By Mr Fisher                Is    this         copy    of    an affidavit

24   that    you    signed       on   or about        July    29     2013

25                   Yes




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                                                                                                                01422
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                                   Shelby       Longoria            October            2014



                        Now        there       were        many   exhibits        to   this

       affidavit         and      they       are    not     included      in this exhibit                --

       this deposition                 exhibit               note   for     the                    this
                                                                                   record                     is

       only     your    testimony

                                   Do    you       see              sir
                                                          that

                             see       that

                        You      understood               when    you   signed      this          that   an
       affidavit        is       testimony           right
                        Yes
 10                     In    fact        beginning          in the     first page            it says
 ii    Before    me      the      undersigned              authority        on    this       day
 12
      personally         Shelby         Longoria            who     being    by me first duly
 13              stated          the
      sworn                             following
 14
                       Right
 15                    Do    you       see    that
16
                       Yes             do
17
                       So        you    understood           it was     important           for this
18    document     to       be    accurate

19
                       Well yes                    understand       most     documents            should
20    be   accurate

21
                       Okay            Well        especially           document        thats
22    signed     under       oath
23                     Correct

24                     Please          turn    to    Page           Paragraph          16    refers       to

25    private     agreements             with       each    of your       sisters           correct




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                               Shelby       Longoria               October             2014




                        Right

                        Let    me    just begin             reading       the    second       sentence

     there         The       Mexican       Trust        the    Mexican          companies          owned

     by    the   Mexican        Trust       and         were       not    parties       to    those

     agreements               Nevertheless              the    payments          my    sisters

     received         were     paid       from    the       Mexican       companies          owned      by

     the    Mexican          Trust        end    quote

                                Some       of    the    payments          werent       made        by    the

     Mexican       companies              were    they

10                              MR        HESS         Object       to    form

11                      Well        they    were       paid       from    the    Mexican       entity

12                      By Mr Fisher                    Well       --


13                      To          somehow       the       money       came    from    the    Mexican

14   entity      to     either       my    father       or my       mothers           account       first

15   and    then      from     there       it was       paid       to    my    sisters

16                    By Mr Fisher                    You    testified          just         few

17   minutes                 that    from       the    time your          father       died       in
                   ago

18   January       of    2005       through       2008        the       payments       came       from    an

19   account       owned       by your mother                Dorothy           didnt you

20                      Yes     and       right now               just    said    that       either


21   they    came             the    cash       flow    came       from         Mexican       company

                                                 while       he    was    alive        and    after       his
22   to    my fathers           account

23   death       then        it went       into my          moms account               is    my

24   understanding

25                      Lets        look    down       at paragraph             18     which       reads




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                             Shelby        Longoria                October              2014



     and       cpaote        Following         my    fathers              death        Adriana         and

     Sylvia     continued          to    receive         payments             under    their

     Acuerdos     Privados               The Mexican               companies          owned      by    the

     Mexican     Trust        though       not      obligated             by    the    terms       of the

     Acuerdos     Privados          to    make      these       payments              treated         these

     payments     to    my    sisters       as           matter          of    first priority

                              Once       again       youre           saying          that    the

     Mexican     companies          made    the      payments                 arent you

                              MR        HESS        Object          to    form

10                 What       Im        saying      is    that       the       cash    flow      from       the

11   Mexican     companies

12                By Mr Fisher Okay                                So youre            saying         the

13   Mexican     companies          paid    Dorothy            and       then    Dorothy         paid

14   Adriana

15                 Yes

16                 But       the    money      belonged             to    Dorothy       once       she

17   received     it
18                      would       assume       thats             the    case        yes
19                 All       right             mean           it    wasnt        paid       to   her     with

20   some    string     attached

21                 Well             dont       think          so         Again          had      to    rely

22   on    attorneys     and       accountants            to       help       with    this

23                 Also           in paragraph            18        we    see you       saying          that

24   the    Mexican     companies          owned         by    the       Mexican       Trust       were

25   not    obligated        by    the    terms      of       the    Acuerdos          Privados          to




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     make    these          payments

                             dont        believe          they    were

                        Okay              thought          earlier          today    you       were

     uncertain          about          their obligation                 but              --    now    youre
                                                                               you

     clearly          saying       they       were       not    obligated

                        Well             dont        believe          that    they       were

                        And you          testified             that           --    that       they
                                                                       you

     werent
                        Yes

10                      The       reason       Im        emphasizing          that       is    because

11   want    it to          be    very    clear           sir     that       youre        saying          that

12   the    amounts          to    be    paid       to    Sylvia       and    Adriana          were       their

13   inheritance                 and    yet    youre           also    saying       at    the       same time

14   that    when       your       father       died           there    was    no    one       on    the       fae

15   of    the   planet           who    had    the       legal       obligation          to    make       those

16   payments          to    your       sisters

17                                 Thats        your       position          in this          case        right

18                                 MR HESS                Object       to    form

19                      What       Im     saying          is    that    when       my father          died

20   still felt             the    moral       obligation              not    just because                he    was

                       do                take                   effort       on my part             and    also
21   gone        to                to               every

22   on my       brothers              part    to    fulfill          his    desires           including

23   my    mom        which       is    what    her       desires       were         too        Thats

24   what    Im        saying

25                     By Mr Fisher                      Okay         Youre        using       the    word




                                              Dickman          Davenport           Inc
            214.855.5100                  www.dickmandavenport.com                              800.445          9548




                                                                                                                              01426
                                                                                                            154

                              Shelby       Longoria            October                2014



     moral    obligation             thats        something             different       from    the

     legal    obligation             isnt it

                    Yes        it    is

                    Okay

                               Exhibit           113    marked

                    By Mr Fisher Would you please                                      look    at

     Exhibit     113      sir         This       is    pleading          entitled            Shelby

     Longorias       Contest          of    2010       Will

                               Do    you    see       that     sir
10                       do    see    that

11                  And       is    this         pleading          that    was       filed    on your

12   behalf    by   your       attorney          in this       case

13                  Yes        it    was

14                  Have       you    ever       read    it    before

15                  Yes             have

16                  Do    you       believe       it to       be    true    and       accurate

17                  Ido
18                  Please          turn to       Page         and       look    at paragraph

19   Paragraph           says        and         quote         After       Eduardo       Seniors

20   death    in January            2005     Shelby       continued             to    make    payments

21   to   Adriana    and       Sylvia       as    provided          by    the    private

22   agreements          end       quote

23                             So here            we    have       an    assertion       that       you

24   made    payments

25                  Well             look    at       it more       as    semantics          more    than




                                       Dickman          Davenport           Inc
            214.855.5100              www.dickmandavenport.com                           800.445.9548




                                                                                                                  01427
                                                                                                                     155

                               Shelby          Longoria           October                2014




     anything                 felt      --         continued          to    feel       the    obligation

           Shelby       continued            to    feel    the    obligation             to    continue

     to make       the       payments         to    Adriana       and       Sylvia

                        All    right          sir         But    this       doesnt           say    that you

     continued          to    feel an         obligation               It says          Shelby

     continued          to    make      payments          to Adriana             and    Sylvia          as


     provided          by    the    private         agreements              end    quote

                                   That      just    wasnt true                  was    it
                                   MR HESS               Object       to    form

10                      Well       --


11                     By Mr Fisher                  Did    you       make       the    payments

12


13                      Did you make               the    payments

14                                 MR     HESS           Lets     do       one    at         time            Yall

15   are    speaking          over      each       other         It    doesnt           give       me

16   chance       to    object                think       its     getting          hard       for the

17   court    reporter             to   follow            Lets        do    question          and       answer

18                     By Mr Fisher                  After       your       father       died           did   you

19   make    payments          under         the    private       agreement

20                           did    not      personally          make       payments

21                      If    we    turn      to    Page          Paragraph             11     it says

22   again        quote            Shelby         also    continued          to    send       payments          to


23   Adriana       in accordance                  with    the    private          agreement             between

24   her    and    Eduardo          Senior          end    quote

25                                 So     fact      is     you    personally             did       not       send




                                             Dickman       Davenport              Inc
            214.855.5100                  www.dickmandavenport.com                             800.445.9548




                                                                                                                           01428
                                                                                                                        156

                                  Shelby       Longoria               October                2014




     payments

                             did       not    personally             send    payments              out       of    my

     checking          account           to    be    more       specific

                        The       money       sent       was    not       your    money          and    you

     werent           the    one       who    sent       the    money

                             didnt           say that

                        Were       you       the    one    who       sent       the    money

                             was       the    one    that       was       instrumental             in    getting

     the    money       sent       in order          to    comply          with       my    dads wishes
10                      Explain          how       you    were       instrumental                  What       did

11   you    do    that       was       instrumental

12                      Well           what    Ive        done       all along             was    to    be

13   supportive             of my       dads        wishes       and       my    moms        wishes          and

14   what    they       wanted          to    do    regarding             my sisters

15   inheritance                  So thats               been    the       case       all along          is       to


16   give    my       support          and    do    everything                  can    in my       power

17   regardless             of    what       the    economy          is    doing       with       the    Mexican

18   companies                    make       every       effort       that       they       get    their

19   money            Thats        what       Im     saying

20                      Did       your       parents           were       either       of    them give

21   gifts       to    your       wife       Tita

22                      Yes             believe          they    did

23                      Did       those       gifts       include          stock       in the          bank

24                      My       dad    --    yes my           dad    give       them gifts             of

25   stock




                                              Dickman          Davenport              Inc
            214.855.5100                     www.dickmandavenport.com                              800.445.9548




                                                                                                                              01429
EXHIBIT




          01430
                                                             Case     Number 414270


IN THE       ESTATE OF                                                            iN THE PROBATE
DOROTHY LOUISE LONGORIA                                                           COURT NUMBER ONE
DECEASED                                                                          HARRIS         COUNTY            TEXAS


                   Shelby    Longorias            Third      Amended          Response     to    Requests        for Disclosure



TO         James      Thomas        Dorsey Independent                 Executor of the Estate of Dorothy                    Louise Longoria

           Deceased          Sylvia     Dorsey and           Adriana Lorigoria by and              through       their    attorneys   of record

           James      Austin        Fisher FISHER                 WELCH        2800      Lincoln    Plaza        500     North     Akard     Street

           Dallas Texas            75201



           Shelby       Longoria           Will         Contestant      and     Counter-Defendant             in    the     above-styled          and



numbered           cause                     to    Rule     194      of the Texas        Rules     of Civil       Procedure         answers       the
                             pursuant



following      requests       for disclosure            separately     and fully in writing



REQUEST             FOR DISCLOSURE

           The correct        names of        the parties to the           lawsuit



RESPONSE

           The parties are correctly named



REQUEST FOR DISCLOSURE

           The      name     address and           telephone         number of any       potential parties



RESPONSE

           Eduardo         Wayo         Longoria Jr
            1702     Cresthaven        Dr
                                                                                                                                              EXHIBIT
           Austin Texas            78704

           512535-0105


REQUEST FOR DISCLOSURE
                                                                                                                                      _________
                                                                                            of your claims               defenses
           The legal theories              and     in   general the factual        bases                           or




RESPONSE

           The      will    that    Sylvia        Longoria        Dorsey      offered    into   probate     is    invalid     On    January       21
                                                                                            by     law to make             valid   last    will   and
2010 Dorothy            lacked       the   testamentary           capacity      required

                                                                            as the result       of undue    influence       exerted
testament          Further the 2010           Will      was executed                                                                      by Sylvia




3495696v1/013774




                                                                                                                                                        01431
over Dorothy                    The        influence             effectively                 operated        to subvert                or    overpower   Dorothys mind                             at   the

time she executed                       the       instrument                 in    question             Dorothy              would           not have  executed the 2010                            Will

but for the influence                       exerted              by Sylvia Sylvia                     also tortiously                   interfered          with Shelbys inheritance

rights    by inducing                   Dorothy             to       execute           the purported               2010           Will        Adriana also tortiously                    interfered

with      Shelbys               inheritance                  rights          by        her     actions            in    2009           to     2011                                 she       induced
                                                                                                                                                           Specifically

Dorothy          to    execute              alternative                 wills          yet     she    ultimately               acquiesced                 in the    probate           of the 2010

Will                                                   of            later                   because she needed                         Sylvias and
          despite           knowledge                                         will                                                                                 Tommys             cooperation
to carry        out         scheme               to    assert         claims            on     behalf       of Dorothys                     estate        for her       own      benefit       Sylvia
and     Adriana             thus        have          received                    benefit           directly           and        indirectly           of          substantial                            of
                                                                                                                                                                                        portion

Dorothys             estate        and       the       appointment of Sylvias husband                                              James        Thomas            Dorsey         Tommy                    as

executor



               Tommy             should           be removed                      as    independeit                executor             because he            was       appointed           pursuant

to    an invalid will procured by Sylvia                                               for the      purpose             of   installing         her        husband         as the executor                in

order     to    fraudulently                 circumvent her release of claims                                           and        recognition              of the validity of the                  trust


created         in    2002            Tommy                 also           should be             removed                as     independent                 executor            because        he        has

material        conflict           of interests                   As independent                     executor                he has            fiduciary           obligation          to   Dorothy

Longorias             estate          to    investigate                Sylvias misappropriation                                   of money earmarked                        for   Dorothy               and

to    assert     claims          as appropriate                       to    recover           the misappropriated                           funds      Tommy              will not      fulfill         this


fiduciary            obligation                  however                   because             he      is    mathed                to        Sylvia         and     benefited           from            her

misappropriation Further                                     Tommy                 has        entered              joint          prosecution              agreement             with       Adriana

Sylvia and             Adrianas                  son Raymond                       Hart        Monte                    Through               the joint       prosecution              agreement

Tommy            Sylvia Adriana                             and       Monte have                 agreed                      to    cooperate                in the prosecution                 of the

CLAIMS                      this        litigationi               and        to    share        any         proceeds              in    accordance            with the terms of the

agreement                       that       no party including                           Tommy               has    the         exclusive            right to       make         decisions          about

the actions           or positions                to       be taken           by       the other          PARTIES                 or the       ATTORNEYS                        and           to    use
their best         efforts         to      reach                consensus               on     any and            all   decisions             relating        to   LITIGATION                  or the

prosecution                or   settlement                  of the           CLAIMS                  in     this       lawsuit              Together         these        provisions           render

Tommy           incapable                   of properly                    performing            the        independent                 executors             fiduciary           duties           under

Texas         Probate           Code                   49C because                      it    means         he     either will                not    or    cannot         effectively         pursue

repayment             of monies              owed           to       the Estate              by Sylvia Adriana                         and    Monte


               Tommys                 counterclaims                        lack        merit     because            Shelby did                 not    owe         his   mother              fiduciary

duty       nor        did        he        breach                    promise             to     hold         property              for        her     benefit           Further          Tommys
counterclaims                   even        as    amended                  should            be dismissed               on forum non                  conveniens            grounds          because

        relate        to        Mexican               marital           property             agreement             that      was        entered        as     judgment            of        Mexican
they

court           Mexican               trust       holding             and         owning         only        Mexican               assets           that    was     set    up    by         Mexican

citizen        living       in    Mexico                   and       the     probate           of         Mexican              will that            took place            in    Mexican            court

Resolving            these        claims              in    Texas            would           require        the translation                   of Spanish-language                       documents

and    interpretation                 of Spanish-language documents                                               and     also         face    the insuperable                 obstacle       of how

to    bring     Mexican               witnesses                 to    court        in    Texas These                    are       only some of               the reasons           dismissal             on

forum non             conveniens                  grounds               is   appropriate                  Tommys                  counterclaims               also      lack      merit      because

         are     outside              of the           limitations                 period            fail     to       state            legally        cognizable               claim        and        are
they

unsupported                by   the record                 in    this      case


               Adriana                counterclaims                     also       lack       merit       because Shelby has not tortiously                                      interfered with

her    inheritance               rights           or       any        enforceable               contractual                  promise            Further Adriana                    cannot          show




3495696v1/013774




                                                                                                                                                                                                               01432
Shelby owed               her      fiduciary         duty     or   breached                  promise            let   alone         legally      cognizable              one
                                                                                       any
Adriana           cannot         show        the     malice        and/or         fraud       to    support           enhanced           damages              Adrianas
counterclaims              also    lack      merit     because they           are outside               of the limitations               period        fail   to    state


legally     cognizable            claim and          are   unsupported            by    the record         in    this    case


REOUEST FOR DISCLOSURE

            The      amount        and     any method            of calculating           economic             damages


RESPONSE

            According             to   the    Inventory            Appraisement               and       List    of Claims           filed    by the Estate                  the

Estate     is     claiming             50%    interest      in   two   Mexican            companies              Vertice       Empresarial              S.A        de   C.V
and      Inmuebles                 Terrenos           S.A        de    C.V        In    her        April       27       1989      will       Dorothy          Longoria

bequeathed          the entirety          of her hereditary            wealth in the Mexican                      Republic in equal                parts      to    Shelby

Longoria and              Eduardo         Longoria Jr Under                 the    terms of that will half of any                           interest      by Dorothy

Longoria in the Mexican                       companies            would      be inherited by               Shelby Longoria                   To    the extent           that


the Estate         recovers        any    interest       in the    Mexican         companies              or    damages           compensating            for the        loss


of    interests      in    Mexico         half      of that      recovery         is    owed       to    Shelby Longoria                 pursuant        to    the      1989

will     This      amount         will   be owed by Sylvia                  and    Adriana as damages                     for their tortious             interference

with     Shelbys          inheritance             rights   Moreover           Adriana and                Sylvia       will    owe    contribution             to    Shelby

for    any recovery             by the Estate as described                   in    Shelbys pleadings



REOUEST FOR DISCLOSURE

                                  address and telephone                 number            of persons                                            of relevant
            The      name                                                                                      having knowledge                                         facts



and       brief statement              of each       identified       persons connection                   with the case



RESPONSE

            Shelby Longoria
            do Johnny             Carter Rick            Hess and       Kristen          Schiemmer

            Susman Godfrey
            1000      Louisiana Ste 5100

            Houston             Texas     77002



                                                  the will contestant             and     counter-defendant                  in   this   case
            Shelby Longoria                  is




            Sylvia        Dorsey
            do James             Fisher

            500 North Akard                  Street

            Dallas         Texas       75201


                                                      for the probate             of Dorothy            Longoria             purported        2010       will
            Sylvia        Dorsey         applied



            James         Thomas         Tommy              Dorsey




3495696v1/013774




                                                                                                                                                                                  01433
                   do    James        Fisher

                   500    North Akard                 Street

                   Dallas        Texas 75201



               Tommy             is   the purported               executor     of the will Sylvia
                                                                                                     Dorsey       applied   to    probate

               Eduardo            Wayo                Longoria Jr
               1702        Crestliaven            Dr
               Austin Texas 78704

               512         535-0105



              Wayo          is   Sylvia Shelby and                    Adriarias     brother



              Adriana Longoria

              6138        San Felipe             Street

              Houston             TX    77057

              713          784-0826


              Adriana            is                                and
                                      Sylvia Shelby                      Wayos     sister



              Thomas          Dorsey             Jr

             Houston             Texas

             713          816-0881


             Thomas    Dorsey                    Jr    is   the   son of the will applicant          and   executor     as well      as the business
 partner      of the executor


             Kristin        Dorsey
             Houston Texas
             713          816-0881


             Kristin        Dorsey               Thomas                       Jr.s wife
                                            is
                                                                  Dorsey                   and   the daughter-in-law         of the will applicant
 and    executor


            Elizabeth            Fertitta

            2706         Eastgrove Lane

            Houston              Texas      77027


            Elizabeth            Fertitta         is   the                    of the will applicant
                                                               daughter                                     and   executor        and   her   husband
drafted     the will        Dorothy Louise Longoria allegedly                                        on January
                                                                                          executed                    21 2010

            Zack         Fertitta

            2706         Eastgrove Lane
            Houston Texas 77027


           Zack          Fertitta      is   the        son-in-law         of the will applicant       and    executor       and    drafted    the will
Dorothy Louise Longoria allegedly                                  executed     on January       21 2010



3495696v1/013774




                                                                                                                                                         01434
                   Robert Edward                  Wayo           Dorsey
                   15308        Sunset       Blvd
                   Pacific
                                 Palisades          CA      90272


                   Wayo         Dorsey       is   the     son of the will applicant            and executor

                   Adriana Longoria
                   6138    San Felipe             Street

                   Houston         Texas          77057


                   Adriana Longoria                 is
                                                          Dorothy Longorias             daughter     Sylvia   Dorsey   and   Shelby Longorias
              and
    sister            Tommys                sister-in-law



               Raymond             Hart
               5834        Candlewood               Lane

               Houston            TX        77057

               713         818-2387



              Raymond             Hart       is   Adriana Longorias               son


              Forrest           Hart
              307     Grand Street                          1C
                                                  Apt
              Brooklyn            New York                11211-4446


              Forrest        Hart      is   Adriana Longorias               son


              Adriana Banks
              6138        San Felipe             Street

             Houston             Texas        77057


             Adriana Banks                  is    Adriana Longorias            daughter


             Tita     Longoria
             do Johnny Carter Rick Hess and                                Kristen      Schlemmer
             Susman Godfrey
             1000      Louisiana Ste 5100

             Houston             Texas       77002


             Tita    Longoria           is   Shelby Longorias               wife     and Dorothy
                                                                                                     Longorias    daughter-in-law


            Marta         Beatriz                             Garza
                                       Montelongo
            Cerro         del   Bemal 128 Colonia                   las   Fuentes       Cp   88710
            Reynosa Tamaulipas


            Ms      Montelongo               witnessed Eduardos               2002      will   and the 2002    Afirme Trust    agreement

            Saul     Garza Molina
           Real De Cantaro 203 Fracc                              Los Cantaros



3495696v1/013774




                                                                                                                                                01435
          Reynosa Tamaulipas


          Mr       Garza    is   the   CEO         of Grupo          Inlosa        and    had         close   contact      with Eduardo        and    Dorothy
over many        years


           Irma Campoy            Carrillo

           Ilaya 108 Frace             Privada Las Ceibas

           Reynosa Tamaulipas


           Ms      Campoy        is   the Treasurer            for    Grupo         Inlosa       and     was    in   charge     of making      payments       to

Sylvia    and Adriana under                 the   Acuerdo           Privado



           Patricia      Vazquez

           Playa    Hermosa 507 Col                  Militar         Marte

           Iztacalco       Mexico



           Ms       Vasquez           was     the        Treasurer           for    Grupo             Inlosa      before      Ms      Campoy          and    was

responsible        for   making       payments           to   Sylvia     and Adriana under the Acuerdos                             Privados



           Marco           Torres

           Sierra      Nevada     1208 Col            Fuentes

           Reynosa Tamaulipas


           Mr      Torres    was       the        Administrative              Director           at    Grupo      Inlosa      for   many     years     and   has


knowledge        of Eduardo           and    Dorothys           wills        and   estate        planning


           Pedro Ramirez

           Padre Mier        1504

           Monterrey        N.L


           Mr      RamIrez       was    the attorney            who      drafted         trust    documents          and    the   Acuerdos      Privados



           Celia    Guerrero

           Zaragoza        1300       Sur

           Monterrey         N.L


           Ms      Guerrero works                 with    Mr        Ramirez        and     also        assisted      Mr    RamIrez        in the preparation

of many        documents



           Mario Gonzalez              Mendoza
           Dr    Mier 3113            Zona    Centro

           Nuevo         Laredo Tamaulipas

                                                                                                                                    for                       40
           Mr      Gonzalez           Mendoza            was        Eduardos             and     Dorothys            attorney             approximately

                                                               to             estate                                                 wishes     and    separate
         and     has     knowledge           relevant                their                 planning            testamentary
years

property       agreement




3495696v1/O1




                                                                                                                                                                   01436
           Mario Gonzalez               Basurto

           Dr      Mier 3113       Zona       Centro

           Nuevo      Laredo          Tamaulipas


           Mr       Gonzalez      Basurto         is   Mr    Longorias         attorney   in the
                                                                                                   amparo     proceedings         in   Mexico


           Elsa     Gonzalez       Basurto

           Dr      Mier 3113       Zona       Centro

           Nuevo      Laredo          Tamaulipas


           Ms       Gonzalez      worked         on the probate          of Eduardos       estate



           Alicia     Garcia

           Dr      Mier 3113       Zona       Centro

           Nuevo      Laredo Tamaulipas


           Ms       Garcia       has     been      Mr       Gonzalez       Mendozas         assistant     for    many      years       and   knew
Eduardo       and    Dorothy


           Carlos     Avila

           Hacienda        San Abel 215 Fracc                  Las Haciendas

           Reynosa         Tarnaulipas



           Mr      Avila was       the      HR    Manager         for   Grupo    Inlosa   for   many years


           Carlos     Gonzalez          Hinojosa
           Libramiento           Luis    Echevarria          630

           Reynosa Tamaulipas


           Mr       Gonzalez      Hinojosa           is   an attorney     in   Reynosa    who      prepared     several    wills for     Eduardo

and   Dorothy


           Arnulfo Cruz

           Calle     Del Cerro 131 Colonia Cumbres

           Monterrey            N.L


           Mr       Cruz   is     tax    consultant         who    participated      on many       of the documents         and    tax planning

for   Dorothy and Eduardo



           Virginia        Coronel

           Azucena         505 Col          Puerta        Del Hierro

           Monterrey            NL
                                                                                                                                       Eduardos
           Ms       Coronel      is    an   attorney        with intimate        knowledge       of documents        related      to

and Dorothys           estate     planning        and      Eduardos and Shelbys             business      dealings    in   Mexico




3495696v1/013774




                                                                                                                                                    01437
           Dr Anselmo                Guarneros

           Calle     Independencia                    2209

           Nuevo       Laredo             Tamaulipas


           Dr      Guarneros              was good       friends with        Eduardo          and     Dorothy    for   many     years witnessed
Edudos             2002     will and           is   knowledgeable           about    Eduardos            medical condition        at   the time   he

executed     the     2002      will



           Carlos     Lozano

                                3626 Colonia             Jardin
           Nayarit

           Nuevo       Laredo             Tamaulipas


           Mr      Lozano        worked         for   Eduardo      for    over   thirty     years


           Antonio Del Bosque
           Boulevard Las Torres                     Del Bosque        705

           Nuevo       Laredo Tamaulipas


           Mr      Del Bosque              worked     for     Eduardo      for   over     thirty    years


           Lic      Francisco             Gaxiola

           Bosque         De     Ciruelos          140-505

           Mexico         D.F


           Mr      Gaxiola           is   an attorney    that     drafted    documents             for the Serfin    Trust



           Nestor Sanchez

           Calle     Perales                750 Colonia          Jardin

           Reynosa Tamaulipas


           Mr      Sanchez           served     as Administrative            Director       of Grupo        Inlosa   before    Marco Torres


           Lie Adrian Lozano                    Lozano

           Hidalgo         234       Pte 40     Piso Zona         Centro

           Monterrey             N.L

                                                                                                                               Trust
           Mr      Lozano         is      an executive      at   Banca      Afinne        the trustee     of the Afirme



           Martha         Beatriz          Garza

           Hidalgo 234               Pte 40 Piso Zona Centro

           Monterrey             N.L


           Ms       Garza       is   an executive        at   Banca       Afinne     the trustee        of the Afirme         Trust




3495696v1/013774




                                                                                                                                                       01438
           Lie Eduardo             Marroquin
           Francisco             Madero         Pte     218 Monterrey
           Nuevo          Leon Tamaulipas


           Mr       Marroquin            is   an executive         at   Banca    Afirrne the trustee      of the Afirme Trust



           Dr      Mario Alberto               Pez       Coss

           Madero 1320
           Nuevo Laredo Tamaulipas


           Dr      Perez     certified         Dorothys         good      health    in connection     with her 1989         Mexican      will



           Oscar Chapa Gonzalez

           Guatemala               2802

           Col       Ferrocarril

           Nuevo         Laredo Tamaulipas                     88050



           Mr        Chapa       is      knowledgeable                  about    the    valuation   of properties       in    connection           with

Eduardos           and    Dorothys             1983     Separate        Property       Agreement


           Jose      Luis Saldaæa Avendafio

           Carretera        Piedras           Negras
           kilometro         19.3     Poniente

           Nuevo          Laredo         Tamauiipas


           Mr        Saldaæa        is     knowledgeable                about    the    1983   Separate   Property      Agreement            and    the

valuation       of   interests      divided        in   that    agreement


           Mann          Espinosa
            1801      South 2nd Street

           McAllen Texas 78503


           Mr        Espinosa         is   knowledgeable                about the history of Inter National             Bank       as well      as the

value    over      time of shares             of Inter National           Bank


           Dr      Canlos     Cigarroa
           702      East    Calton Road

           Laredo          TX    78041

           956           728-8255



           Dr                         is                                 about     Eduardo     Longoria    Sr.s      execution      of        will    in
                     Cigarroa                 knowledgeable
October      2002         including           Mr   Longorias            mental and physical         condition   at   that   time



REQUEST FOR DISCLOSURE




3495696v1/013774




                                                                                                                                                           01439
            For any testifying                 expert



                          The        experts         name           address and telephone                           number


                          The        subject       matter           on which           the expert          will testify



                          The        general       substance               of the experts                mental impressions                and opinions           and         brief




summary of              the    basis       for     them             or    if   the     expert       is   not    retained       by    you       employed         by you              or



otherwise          subject      to    your control                  documents               reflecting        such information



                          If   the     expert           is    retained          by you         employed              by you        or otherwise           subject       to    your



control



                                        All      documents                     tangible       items reports                 models       or data      compilations                that




have      been      provided           to     reviewed                  by      or    prepared           by    or    for the      expert     in    anticipation          of the



experts         testimony            and



                                        The        experts              current       resume and              bibliography



RESPONSE

            George              Glass        M.D P.A
            4600        Post    Oak        Place        Drive            Suite       307

            Houston            Texas 77027

            Telephone                713      627-3834



            Dr      Glass       may        testify           regarding          Dorothy            Longoria            overall      mental      health      including              but

not     limited     to her      mental capacity                     to     execute          wills    and      other     legal documents            in   December              2009

and      continuing            through        the        end        of her           life    Specifically             Dr     Glass       may    testify     that    Dorothy

Longoria         did    not possess            the       mental capacity                    and     was       not    capable      of understanding             and meeting

the necessary            legal requirements                        to    execute           wills   and     other      legal    documents           Dr     Glass     also          may
           to       reasonable                                of medical certainty that Dorothy                                Longoria        was      susceptible           to    or
testify                                    degree

submitted          to    undue         influence               or       psychological               domination              of her    daughters           Sylvia        Dorsey

and/or      Adriana Longoria                       at        the   time that           she     executed             wills   and    other     legal     documents             on     or

after     December               2009


                                                                                                                                                                                   the
            Dr      Glass       has        reviewed                the    medical records                  produced          in   this    litigation      as   well          as


                     of the parties                  Dr        Glasss            current       resume           and     bibliography           have     previously            been
depositions

provided


            Sheila             Enriquez         CPA                 JD

            Briggs             Veselka         Co


3495696v1/013774                                                                              10




                                                                                                                                                                                         01440
           Nine        Greenway Plaza                       Suite     1700

              Houston          Texas 77046

              Telephone            713-353-1909


              Ms      Enriquez            may         testify        concerning               Dorothys              Longoria             finances           and      expenditures

between        her     move         to   Houston              and     her      death         including             an examination               of red            flags        that    are

indicative           of potential             theft         fraud        or    mismanagement                       of Dorothy                Longorias            assets        by     her

daughter        Sylvia        Dorsey            for the           benefit       of Sylvia             Dorsey Adriana Longoria                               Tommy              Dorsey
and others


              Ms      Enriquez            has      reviewed              the     bank         records         and         other        records       containing             financial

information           produced            in   this      litigation           as well        as the       depositions                 of the parties          Ms         Enriquezs
current       resume        and     bibliography                  have    previously              been       provided


              Mario Gonzalez                  Mendoza
              Dr     Mier 3113

              Nuevo Laredo                Tamaulipas                 CP 88000


              Mr      Gonzalez           Mendoza              may be           called        to    testify     about       Eduardo            and    Dorothy            Longorias
1983    agreement             to   partition          all    their    community               property         and related              proceedings             in   Mexico           The

general       substance            of    Mr     Gonzalez             Mendozas                mental impressions                        and    opinions          are reflected           in


his   October             2014      deposition               Mr      Gonzalez           Mendoza               is   of the opinion             that the       1983        agreement
is    valid    under          Mexican           law          and     operated           to        partition         all    the        couples        existing            and     future

community             property           so    that     the       couple       maintained                separate          property          from        1983        forward           Mr
Gonzalez        Mendozas                 employment                and     educational              information             is   contained          in   his deposition




              Johnny        Carter

              Rick    Hess

              Susman Godfrey L.L.P
              1000     Louisiana              St   Ste 5100

              Houston Texas 77002
              Telephone            713         654-6694



              Robert           Maclntyre              Jr

              Maclntyre            McCulloch                Stanfleld         Young
              2900     Weslayan               Suite         150

              Houston          Texas 77027

              Telephone            713         547-5400



              Mr      Carter       Mr         Hess and             Mr      Maclntyre               may testify             as    to    the reasonable             and      necessary

attorneys          fees     and    expenses            incurred           by Shelby Longoria due to the above                                       referenced           lawsuits


              Mr      Carter       and    Mr       Hess           are    of the opinion                that    reasonable               fees in      this    case       equal         $650

per    hour for         Mr         Carters time                    $500        per   hour for             Mr        Hesss time                 $375         per      hour for          Ms
Schiemmers              time        and        $275         per    hour for paralegals                       time         multiplied        by       the    number of              hours

                     each                 and      do                    in the                                                           and trial of            this     case        and
they    have                  spent                          spend                   preparation                   prosecution

through        its    final    resolution               Mr         Maclntyre            is    of the opinion                that        reasonable           fees     in    this      case




3495696v1/013774                                                                              11




                                                                                                                                                                                             01441
  equal       $500        per    hour for              Mr      Maclntyres                   time     multiplied         by the number of hours                      he    has        spent
  and      does       spend           in    the        preparation               prosecution               and     trial      of    this                and
                                                                                                                                           case                 through     its      final
  resolution



               Mr         Carter            Mr         Hess         and        Mr       Maclntyre               have        considered        the       following         factors       in
 reaching         their opinions                                                             fees
                                                  concerning              attorney


                     the time          and labor            required


 ii                   the novelty                and    difficulty             of the questions                involved


 iii                 the    skill      required          to    perform the legal services                             properly


 iv                 the likelihood                that      involvement                in   this     case      precludes       other       employment

                    the fee                                                     in                        Texas
                                  customarily                 charged                 Houston                         for similar legal services



 vi                  the    amount           involved               vii        time    limitations             imposed        by the circumstances                  and


 vii                the    experience reputation                               and    ability      of the attorney                                  the services
                                                                                                                               performing


              Mr         Carters            Mr          Hesss             and    Mr         Maclntyres                opinions         will   be    further       based         on    the
 agreement           between               the    clients          and    the                         the attorneys
                                                                                 attorneys                                         education        active       practice       in    the
 state    of Texas           and       their                               with attorneys                   fees customarily
                                                   familiarity                                                                             charged        in    Houston         Harris
 County Texas               for legal services                      such as those               provided          in this     matter


              Mr         Carter        Mr         Hess and               Mr      Maclntyre                will   review the engagement                         letter   pleadings
documents             and       all   time entries and                     invoices                                   their
                                                                                             prepared            by            respective          firms       through the date
of    trial    The       resumes           of    Mr      Carter           Mr     Macintyre                and    Mr     Hess        have   previously           been     provided



              Janet       Fenner Masson

              Forensic          Document Examiner
              908     Town                 Country Boulevard                         Suite      120

              Houston Texas 77024
              Telephone               713          973-7552


              Ms      Masson               has     examined               handwriting                on     documents              produced        in                     and
                                                                                                                                                         this    case             may
testify       about       the    extent           to    which            the                              on     various       documents
                                                                                handwriting                                                        is    consistent       with        the

handwriting              of various              individuals              She        also    may      offer her opinion                concerning the authorship                       of
the    documents             In particular                Ms         Masson may examine                           and   testify       about   the handwriting               on July
2011       documents                                          to     describe           the                 will      and
                                  purporting                                                       last                       testament        of Dorothy               Longoria
including           her     opinion              concerning               the        authorship             of the      documents             Ms         Massons          CV         has

previously          been        provided


              Phil limes

              Ernest            Young LLP
                Houston           Center




3495696v      1/013774
                                                                                                12




                                                                                                                                                                                             01442
               Suite       1200

               1401        MeKinney                 Street

               Houston             Texas        77010



               Mr       limes       is        Certified         Public           Accountant             CPA           licensed           in   Texas        and    New         York       and as

     CPA        has       examined              accounting                 records           financial           statements              and       related        documentation                  of

small        family        run businesses                  as well          as    large       international            publically             traded       companies                  operating

domestically               and      internationally                   As          CPA         he has expressed                    opinions           on    accounting                 including

retention            by    the      Securities             and        Exchange               Commission                     He      is    also      certified          in    valuation           of

companies             as       Certified             Valuation             Analyst           CVA           and        member of                the National             Association              of

Certified         Valuation               Analysts             NACVA                         Over       his over        25        years
                                                                                                                                        of experience                       Mr        limes    has

                                                 of fraud             and        misuse of funds                  and        is         member of                the    Association              of
investigated               allegation

Certified            Fraud         Examiners               ACFE                        He      has      been      appointed               by       the    US      Attorney              for    the

Southern             District            of     NY         as             compliance               monitor            after        the        companies               agreed           deferred


prosecution               agreement             alleging             fraud        Mr        limes       is    currently           an Executive               Director            at    Ernst


Young          BY              which           is     global

                                                     worldwide
                                                                      leader

                                                                                 Mr
                                                                                   in    assurance
                                                                                        limes
                                                                                                               tax transaction
                                                                                                                              leader
                                                                                                                                               and

                                                                                                                                              in   BYs
                                                                                                                                                         advisory

                                                                                                                                                             Fraud
                                                                                                                                                                            services          with

over      160000 employees                                                                           is       practice                                                       Investigation

and                       Services            practice          based in Houston                        His current               curriculam             vitae    is    submitted             with
        Dispute

these     disclosures



               Mr         limes      is    expected             to    testify          about       events        in the       Mexico             that     negatively             influenced

                                               in     Mexico              including            operating            profitability                investment                 decisions          and
companies                 operating

obligations
                        denominated                  in   US      dollars          Mr         Times       will provide                 the    court      his opinions                 regarding

his analysis              of pertinent              transaction            including           testimony            regarding            the structure             of the        trust    assets


in    this     matter         and        the    movement of                  funds           from       those       trusts        to     various         beneficiaries                 He     will


              that      the    activities            of the trusts the related                            companies               and     that     of Shelby Longoria were
testify

consistent           with        the      wishes expressed                        by Eduardo               Longoria           and        Dorothy           Louise Longoria                      He

will also provide                                     on the sources                   and     use of funds             in    various         transactions              such as the            sale
                                   opinions

of    real     estate       assets         Mr        limes       will identify                 for the        court     accounting                 banking            and    other       related

financial         records           produced              in   this       matter        supporting            his    opinions                Mr     Innes        is    expected          to   also


testify       that      the actions             of Shelby Longoria                          complained              of by         Plaintiffs        are not           supported          by the

financial            documents                produced               in    this    matter               Finally         Mr         limes         will      also        provide          rebuttal


                      concerning                the                              and     Adriana             Longorias                 quantification              of damages                    In
testimony                                                 Dorseys

reaching          his      opinions             Mr        Innes       has        relied       on     his     analysis         of the          documents               produced           in    this


matter        as well         as   upon        his    education training and                            experience



               Carlos         Gabuardi

               Alejandria            125
               Col Roma 64700
               Monterrey                 N.L
               64600          MEXICO

               Mr         Gabuardi             will    testify        concerning the legal effect                                of the separate             property             agreement
                                                                                                                             business                                                   and
in    Mexico              Mexican              legal      regimes governing the                              parties                           transactions                 contracts

other        activities        subject          to    Mexican        law for example the Adriana Longoria Private Agreement

the                        of domicile               under        Mexican  law and other aspects of Mexican law Some of Mr
        concept
Gabuardis                 opinions            have     been          provided            in    affidavits           filed     with briefs in                this       matter          and     Mr


3495696vI/013774                                                                                   13




                                                                                                                                                                                                      01443
Gabuardi            may      offer additional            opinions       in      connection           with summary judgment  and other motions

to    be    filed     by Shelby Longoria                    Mr      Gabuardi           has        reviewed  documents produced in this matter

Mr     Gabuardis              current        CV     can be         found        as   an exhibit to his affidavit                in support         of dismissal          of

Adriana Longorias                     claims


RESERVATION OF RIGHTS

                Shelby Longoria cross-designates                                each and          every person designated in the past or                           in   the

future          by another           party    to    this    action      to      be         testifying      expert       and    reserves       the    right    to     elicit


opinions            from those         experts      on      any subject              matter       for   which    they    were        designated       to   testify      for

any other party
                In the      event     that   James         Thomas         Dorsey            Sylvia      Dorsey      or   Adriana Longoria                  designates

one    or       more       expert    witnesses            Shelby Longoria reserves                        the right to        call    one    or   more      experts      in

same        fields     to    critique        and    to     rebut    the      expert         testimony       presented         by     James        Thomas      Dorsey

Sylvia          Dorsey       or   Adriana Longoria

                As of       the   time of      this      response          it    has   not       been     decided      whether        other       expert    witnesses

will       be   called       to   testify     on      Shelby Longorias                      behalf        Shelby Longoria              reserves       the    rights      to


amend and             to    supplement         this      response       as      may be necessary


REQUEST                FOR DISCLOSURE

                Any indemnity and                  insuring        agreements              described       in   Rule     192.3f


RESPONSE

                Not   applicable



REQUEST                FOR DISCLOSURE

                       settlement           agreements         described              in   Rule    192.3g
                Any


RESPONSE

                Sylvia      Dorsey       signed             contract         entitled           Release      Agreement   on December 29 2006

acknowledging                 full   payment          of   gifts    and inheritances                she    was owed under the Private Agreement
and    Wish         Letter     and    releasing          her claims          against            Shelby Longoria



REOUEST                FOR DISCLOSURE                              ii


                Any    witness        statements           described         in      Rule       192.3h

RESPONSE

                Not applicable




3495696v1/O1                                                                               14




                                                                                                                                                                              01444
                                                                      Respectfully       submitted


                                                                      SUSMAN GODFRBY                   L.L.P




                                                                      By
                                                                                           Cartof
                                                                           JohprW
                                                                           State   Bar   No     00796312

                                                                           Richard         Hess

                                                                           State   Bar   No     24046070
                                                                           Kristen     Schiemmer

                                                                           State   Bar   No     24075029

                                                                           1000    Louisiana Street         Suite   5100

                                                                           Houston       Texas    77002-5096

                                                                           Telephone        713       651-9366

                                                                           Fax 713         654-6666


                                                                           Robert        Maclntyre      Jr

                                                                           MACINTYRE        MCCULLOCH             STANFIELD    YOUNG
                                                                           2900    Weslayan       Suite     150

                                                                           Houston       Texas    77027

                                                                           Telephone       713      547-5400


                                                                           Attorneys for Shelby Longoria




                                                     CERTIFICATE                OF SERVICE

           This      is   to   certifr   that   on   this   January     15 2015          tme and      correct     copy   of the above   and

foregoing          instrument        was    properly        forwarded to the following            counsel       of record   in accordance

with Rule 21          of the Texas Rules             of Civil Procedure          as indicated    below


           James          Austin Fisher                                              Via Electronic       Mail

           FISHER              WELCH
           2800      Lincoln        Plaza

           500 North Akard               Street

           Dallas         Texas 75201

           Email jfisherfisherwelch.com


                   Wesley      Holmes
           THE HOLMES              LAW FIRM
           1000      North Central          Expressway          Suite   400

           Dallas         Texas 75231

           Email wes@wesholmes.com

           Attorneys for James Thomas                        Dorsey     Sylvia     1sey and Adriana                 ongoria




                                                                                           CØrter




3495696v1/013774                                                           15




                                                                                                                                              01445
                         Eis7s



                                                Phil    Innes       is    an     Executive             Director           based         in


                                                Houston                   Phil        has         over       25          years          of

                                                experience                in
                                                                                    accounting             and            auditing

                                                corporate            investigations                     dispute           advisory

PhiIipJ        Innes                            services                 financial             advisory                   services

Executive     Director                          valuations                    financial            reporting                   expert
Fraud    Investigation     Dispute   Services   witness testimony                       and       case      consultancies

                                                He      has     provided               professional                 services            to

Direct         7137504817                       clients        in              wide          variety           of        industries

Fax            8666102299                       including           recent            work        in      Upstream              Oil


                                                Gas       transportation                     of     hydrocarbons                        oil



phil   innes@ey.com                             field    services             and     manufacturing


  Houston      Center                           Mr      lnnes       investigation                 experience                includes

1401   McKinney Street                          investigating                           alleged                     accounting

Suite  1200                                     irregularities                 including            those           related             to

Houston    TX 77010                             revenue             recognition                inventory              and          fixed

                                                asset               controls                      purchasing                        and

                                                disbursements                        The       investigations                      have

                                                included            understanding                    complex                  banking

                                                transactions                  including           the     tracing         of    funds

                                                both      domestic               and        international                     He     has

                                                been          retained                            audit         committees
                                                                                       by
                                                                      and        outside           counsel          to    assist        in
                                                companies

                                                investigating                    alleged             misconduct                     and

                                                present the                results          of the        investigation                 to

                                                                                                        boards              auditors
                                                management                      corporate
                                                and      regulators              such        as    the     SEC and                 DOJ
                                                The      investigations                    have         also        focused             on

                                                allegations           of       self-dealings              anti-bribery                law

                                                violations                and          investigation                     of     other

                                                               fraudulent               activities                                      in
                                                alleged                                                    domestically

                                                the     United           States         and        abroad             All      of the

                                                investigations                      have          involved               analyzing

                                                                          documents                       bank              records
                                                company
                                                                     internal            controls              interviews               of
                                                company
                                                personnel                and         discussions            with          auditors

                                                management                      boards            and      regulators                 Mr
                                                lnnes         investigation                 work       has      also        involved

                                                                    and                       recommendations                           for
                                                assessing                      making
                                                the      purpose                of     improving                     companys
                                                internal                  controls                 and              anti-bribery

                                                compliance                programs                Phil    has       also       served

                                                                                         monitor            as                     of
                                                as            compliance                                             part

                                                companys                 deferred prosecution agreement

                                                after      being          selected            by the company with
                                                agreement                 from        the     US Attorneys  office

                                                This      monitor              work         involved                third          party

                                                provider            for       instant       fund       transfers              directly

                                                from                members                  checking               account             or

                                                credit      card         to    an    electronic           wallet




                                                                                                                                              01446
                    UERNsT                       YOUNG
                           QoiIylo             flU     gW      Do                                                                                                  Philip             Innes


                                                                                                                                                                                      pg




   Mr      Innes     has been             designated                as    an expert            In    Federal              and       State      courts          as    well     as      domestic

   and     international              arbitrations               on matters                involving              claims         requiring           the       analysis          of     financial

   data                                                     records                            records                                                    financial           statements
            including          accounting                                      banking                               trading           activity

   business         plans       and        projections                   vaiuations                as    weil       as        market        and      industry              data            He      has

   been      designated              as    an        expert on             accounting                   finance           and        valuation            matters            including             the

   calculation           of    damages                His     testimony              has been             used           in    various        matters              including            contract

   disputes            post-acquisition                        disputes                fraudulent                   conveyances                      anti-trust                  accounting
                               breach                 contract                                                                           valuations                of businesses
   irregularities                              of                          mergers and                    acquisitions                                                                             and

   business         assets                He     has         also        been  admitted                   as        an        expert        and      has           offered         testimony

   regarding         application               of     accounting               and     auditing           standards                 including            acting       as     an expert             for

   the     Securities          and        Exchange               Commission                  on      such                 matter          He      has         testified        on       matters

   involving         oil      and     gas        accounting                  including             matters              involving             COPAS                mineral            royalties

   pipeline        transportation                     hydrocarbon               storage and                   oil   field       services



   In   addition       to services               in   investigations                 and      litigation                his     work      has been              used       by companies

   and     lending         institutions                in    their        assessment                of       value            and     improvements                    to         companys
   financial        performance                      Phil     has advised                  companies                 in       mergers          and        acquisitions                including

                                                            identification             of    syrlergies              and        development                   of    business            plans       to
   developing            merger           plans
   achieve         and     track          cost        savings             He    has        also     assisted                  companies             in    their       development                   of


   operational             business             plans          organization                  structures                   accounting                systems              as    well        as the

   identification             of     weaknesses                     in    their       systems                of     internal           controls               providing            steps           and

                       for     Improving               these          controls             Phil     has performed                      business               valuations              including
   processes
                         of    selling          prices         and       purchase            terms as                well        as    conducting                  purchase             and     sale
   negotiation

   due     diligence



   Prior    to                       consulting                Phil      was     the       Chief        Financial              Officer      of      publicly         traded           company
                   entering
   that    was           non-operator                  in    the      Gulf     of    Mexico             as    well        as    gas marketer                   and       prior     to    that       he

   practiced        as         public       accountant                   practicing           in    both          the     audit       and     tax    fields




Case Highlights
   Provided                                                                           damages                                       from                        breach         of      fiduciary
                    expert testimony                         concerning                                      resulting                        alleged

              alleged          breach           of     non-compete                    agreement                   and          misappropriation                     of     trade        secrets
   duty
   damages          included           breach              of contract           and diminution                      in    value
                                                                                                                                                         of    Term and
   Provided         expert testimony regarding the accounting                                                        for       conveyance                                             Perpetual

                                          Interests
   Overriding Royalty
   Provided         expert testimony regarding
                                               the                                         application              of     COPAS
   Provided                                                                                companys                  financial           condition                 and     ability         to      pay
                     expert testimony                         regarding
   dividends             Testimony               included             effects         of    alternative                 financing           on      capital         structure              capital

   spending         and       the    ability          to     pay dividends
   Provided                          testimony                 regarding              contractual                   audit           clauses         and        the       conduct              of    an
                     expert
   auditor                                their                                with        Generally Accepted                          Auditing            Standards
                 concerning                           compliance
   Provided                                                                           revenue                and        cost        disputes             identified           in           COPAS
                     expert          testimony                 regarding
   audits

   Provided                                                  regarding              accounting                and         claims       related           to    the operations of
                    expert testimony
   common           carrier         oil   pipeline

   Provided                                                  regarding accounting                            and     auditing            disputes              for offshore              GOA        oil
                    expert testimony
   and     gasjoint           venture          operations
   Provided          expert           testimony                 regarding              compliance                    with           Generally             Accepted               Accounting

   Principles        and       Generally              Accepted             Auditing           Standards




                                                                                                                                                                                                          01447
                      JIERNST YOUNG
                           Qtlilyi    Evmythin8                                                                                                                                       Innes
                                                                                                                                                                    Philip

                                                                                                                                                                                      pg

   Provided           expert       testimony                 regarding                   contract             disputes                related         to     insurance             contracts

   Testimony           included        addressing                  the accounting                       treatment                for    the    contracts                and    damages
   Provided            expert         testimony                    concerning                        Generally                  Accepted               Accounting                   Principles

   specifically         related       to     restatement                          of    financial           statements                   Testimony                 included           reporting

   on    the    companys              internal          controls                   accounting                records                 financial        reporting               forecasting

                                           and      actions              taken                  senior        executives
   earnings       projections                                                            by
   Provided        testimony            and        analysis                  in         fraud-related                   matter           including               the    investigation              of

   existing       accounting             and       bank            records               in      the     United              States           Middle         East        and    Caribbean
   Reconstructed              accounting               records                    Provided           testimony                 regarding solvency
   Provided       testimony regarding                            damages                 from         alleged           infringement of patents

   Provided           expert       testimony                  regarding                   the        financial               effect       of     certain            contract           clauses

   including       an       investigation               of        the        financial               activity           between            the    parties              operating            in    the

   Chemical        Industry           Also provided                      testimony regarding                                 damages
   Provided           testimony            on       reasonably                         equivalent                 value         in     fraudulent                 conveyance                action


   relating      to    the    transfer            of medical                      practice           assets             real     estate        and          certain       guarantees               by
   fiduciaries          Also provided                  testimony regarding                               damages
   Retained           by     the      SEC         to        provide                testimony                 in     an         accounting               dispute           regarding               the

   application         of   Generally Accepted                           Accounting                    Principles

   Provided       analysis         and       testimony                  in    trade           secret        matter             involving         claims           for   damages            due     to

   the   loss    of customers

   Provided        testimony            in    trade           secret              and        trade       name            infringement                 suit        involving         computer
   software

   Provided                                                       trade secret                        trade         dress         claims         in    the telecommunication
                   expert testimony                         in


                                                        of         reasonable
   industry       including          analysis                                                    royalty
   Provided                           testimony                    in         valuation                 of         pharmaceuticals                          and         bioluminescence
                       expert
   technology
   Provided        expert          testimony                 on     financial                 performance                      and     accounting                  for          natural           gas

   productionjoint             venture            and        damages                    due     to     breach           of     contract

   Provided           expert       testimony                 on         claims               for     construction                     costs      including              opining            on     the

   adequacy           of    internal         controls              to        capture             these        costs             Provided          expert testimony                         on     the

   reasonableness              of supporting accounting                                       documentation

   Provided                        testimony                 regarding                   post          acquisition               accounting                 and        valuation           of     net
                      expert
   assets



Forensic         and        Financial              Investigation                                Experience

   Retained        by counsel              for     the        board               of    directors            of and            Upstream               Oil    and        Gas    Company             to


   investigate         certain        activities             of    its       Chief        Executive               Officers

   Retained           by    counsel          for        home             warranty                    provider             to     investigate                 and        quantify           alleged

   fraudulent          activities

   Retained                 counsel          for             distribution                                          to                             disbursement                     activity         to
                   by                                                                        company                      investigate

                                     fraudulent               activity                 and     to    review          certain           actions          of       the    companys                Chief
   identify      potential

   Financial      Officer

   Retained                                                                   service                                                                             violations          of
                   by counsel           for      an     oil      field                           companies                regarding            alleged                                      export

   controls
                                                                                                       service                                   adherence                to           deferred
                   by Monitor                                            an                                              companys
                                           to     assist                                                                                                                        its
   Retained                                                        in              oil       field



   prosecution agreement                        with         the     DOJ
   Retained        by counsel            for      drilling          company                    regarding            alleged            violation            of   the     Foreign        Corrupt

   Practices       Act
                                                                                                                                      telecommunications                                            to
   Retained        by counsel            for      the        audit           committee                 of         wireless                                                      company
                           restatement                 of        financial               statements                                        investigating                  accounting               for
   investigate                                                                                                      including




                                                                                                                                                                                                         01448
                       ll ERNST                      YOUNG
                                 uaiityh    trything
                                                                                                                                                                           Philip              Innes

                                                                                                                                                                                               pg

    revenues                fixed       asset additions                  E-91                                       and           to
                                                                                         services                                       assess          managements                         established

    internal          controls                               an assessment                    of tone               at   the
                                         including                                                                                     top
    Retained               by     counsel            for     the     audit         committee                        of       an         International                service                                 to
                                                                                                                                                                                           company
    investigate                   whistle-blower                                                                                                                                      of
                                                                    allegations                    concerning                           proper           reporting                            revenues
    Investigation                  of     alleged           insurance            fraud              and            an        assessment                  of        senior          managements
    influence          over         financial         reporting
    Retained               by      foreign                                                               to                                      contracts                for
                                                      government                agency                           investigate                                                       gas        pipelines
    refineries               fertilizer             plant        and       offshore                     Caspian               region             concessions                     Work           included

    economic                analysis           of     the     contracts                 investigation                         into        related                              transactions                and
                                                                                                                                                              party

    analysis          of     financial          reporting            Subsequent                     to        initial        work         was      retained               by     outside           counsel
    to    perform               transition                                         of               financial                 matters
                                                      management                             all
                                                                                                                                                   involving               the        governmental
    agency
    Retained               by     foreign            governmental                                         and            outside             counsel                to                                   fraud
                                                                                   agency                                                                                  investigate

   allegations               accounting               irregularities               related               party           transactions                  and         costs        involving          oil     and

   gas development                       and     exploration             activities                in    central             Asia
    Retained           by an            International               Bank      to        investigate                     fraudulent                transfers               of     funds        to      senior

    management
    Retained           by        lenders         to    investigate              and          document                     financial              and      operational                      controls         for

   retailers           Work         included          an assessment                     of    the        borrowing                     base


Valuation             and         Financial                 Due         Diligence                   Experience

   Performed                acquisition              due     diligence          and          structured                  financing                of    oil    and        gas     properties               and

   gas gathering systems
   Performed                acquisition             due     diligence         for service                     and        communication                        companies
   Performed                 acquisition              due        diligence          of         oil       field           services            company                      Analysis             including
   breakdown                of     profitability            between           the        to         be         acquired                 service         lines        including              analysis         of

   the     drivers          of    costs     and cost             sharing        between                  service             lines

   Performed                merger          and        acquisition            consulting                      to     accounting                    fabrication                  and         purchasing
   departments                    Work                 used        to    define          goals            and        take              advantage              of    synergies                 Work was
   also        used    in
                             development                   and     reporting            of     synergies                 to       the     public        markets
   Performed                 and          testified           to        the      valuation                     of        start-up                companies                     with         embryonic

   technologies


Audit Tax and                       Financial                Consulting

   Approximately                    ten years ol                 audft     and      tax        services                 to    clients        in         wide         variety           of     industries

   including          technology                and        telecommunications                                 casualty                 insurance              oil    and        gas energy                  oil


   field       services           medical            entertainment                  construction                             waste                                                          real    estate
                                                                                                                                           management                      retail

   and         manufacturing                   Work          included            representation                              of        clients     in     IRS        audits            independent
   financial          statement             audits          and     reviews             SEC         reporting                 and         performing                special           projects           such

   as    lnitial      Public        Offerings          and         acquisition           due            diligence

   Provided            interim           transition           management                      services               for                multi-billion               dollar       foreign           oil    and
                                                           for                                                                               of audits                           audits
   gas     company                responsible                      financial        reporting                      completion                                            JIB                    analysis

   of    financial           Impact        of       divestitures           and      other contracts                                    management                   of    data        room on             sale

   of    oil   and gas concessions                          hiring       of   staff          and        implementation                       of        accounting               controls

   Advised         clients          on    various           cost    accounting                 and        financial                analysis            matters             including

                   developing              and       assessing           models              for allocation                       of    indirect        costs
                   assessment               of activity             based       costing                 procedures
                   analysis          of    profitability             and

                   cost      reduction              plans
   Chief        Financial           Officer          responsible           for      financial                 reporting                   due      diligence              on     acquisition              and

   divestitures                 fund     raising       activities          and      negotiation                      of transactions




                                                                                                                                                                                                                  01449
                 .iI   ERNST YouNG
                       QvalityIn         ie                                            Phi         Innes
                                                                                             lip


                                                                                                   pg




CertiUications

   Certified   Public       Accountant        Licensed   In   Texas   and   New York
   Certified   Valuation Analyst




                                                                                                           01450
EXHIBIT




          01451
                                                      AFFIDAVIT 01 ILAN                                ROSENB
                 han        Rosenberg             hereby declare and                      state   as   follows


                                                             PERSONAL BACKGRoTjl


                              am        over    the   age of 21 and competent                           to   make      this   affidavit        have     drafted          this


 affidavit   based           on    my      personal         iciowiedge            unless otherwise               stated          and having reviewed                it   can

 attest   that   it   is    true       and correct



                              hold            Bachelor       of Laws         degree           J.D      equivalent         awarded by the Escuela                    Libre

de   Derecho          in    Mexico         City Mexico               as    well      as     Master of Laws             LL.M         and Master of

Comparative                Laws        LL.C.M                         from the University
                                                           degrees                                            of Pennsylvania             Law    School


                             am        an attorney          licensed       to     practice        law in every                            in
                                                                                                                       jurisdiction            Mexico        as well


as in the    Commonwealth of Pennsylvania                                            am      also licensed        to   practice     before     the    Supreme

Court     of the      United States               the United          States Courts                of Appeals          for the    Third and Federal

Circuits     as well          as the       United States            District          Courts       for the Eastern            and Middle       Districts       of


Pennsylvania Northern                         District      of Illinois           and the Eastern             District        of Wisconsin            copy of            my
Curriculum            Vitae       is   attached       as    Exhibit                  to    this   affidavit



                           In addition           to   my    practice        in the         United States of America                   have      actively       and


continuously           practiced           before     Mexican             state      arid    federal     courts     for   more than       fifteen     years



                             am          Partner      of the law firm of Gordon                              Rees      in Philadelphia          Pennsylvania


                             am        also      Lecturer      at    Law        at   the University            of Pennsylvania            Law School


                             have       been     retained             James           Thomas                                          Executor          of the
                                                                                                       Dorsey     Independent

Estate    of Dorothy Louise Longoria Deceased                                          the        Estate        and      asked    to prepare     this      affidavit



as   an expert        in   the     field      of Mexican        law




                                                                                     EXHIBIT


                                                                 Ii




                                                                                                                                                                                01452
                                                    QUESTIONS PRESENTED


                      The   Estate   has asked          me to    opine        on the following            questions     tinder    Mexican          law

                              How       does    the     Mexican       state         of Tamaulipas         regulate    service     of process        on
                              individual        defendants


                              Would            Tamaulipas        court        have jurisdiction            over    an action     filed     by the
                              Estate against            Shelby    Longoria


                              Does      the    law of Tamaulipas                   provide      remedy         for    breach     of fiduciary

                              duty or recognize              private      trusts       and informal         fiduciary relationships



                              Does      the    filing    of an Amparo lawsuit                  result in          general    waiver        of

                              jurisdictional          defenses      in   Mexico


                                                    MATERIALS                 REVIEWED


                      In formulating         the opinions        below              have    relied   on   my      review of Shelby


Longorias        Amended      Contest        of 2010       Will the Counterclaims                    thereto      asserted     by the Estate


Shelby Longoria             Motion     to   Dismiss        Counterclaims              for   Forum Non Conveniens and                       its




supporting       Brief   the Affidavit         of   Dr   Carlos    Gabuardi                an August           1983   letter    signed       by


Eduardo Longoria            Jr and     Shelby       Luis    Longoria          to    Dorothy Kowaiski de Longoria                      as    well   as




                                                                   and                                    research    of Mexican
my     professional      knowledge      and experience                        my     independent                                            statutory




and case       law


                                                                 OPINIONS


                                                                                                 Determinations
           Pre1imiiary Statement on Mexican                           3urisclictional




            10         Mexico    like       the United       States      is         federal   republic      comprised of individual                states




                                                                                                          executive     and judiciary
that    have   autonomous       governments                including      state        legislative



branches


                                                                          and federal bodies                of laws
            11         Thus Mexico           has separate        state




                                                                              -2-




                                                                                                                                                            01453
            12          Pursuant       to Article           104        Section         II    of the Mexican                Constitution            Constitucion


Politica de       los   Estados       Unidos        Mexicanos                    and Article              53     Section           of the Mexican               Federal



Judiciary    Organizatidn              Law       Ley        Organica             del    Poder Judicial de                   Ia    Federacion               in civil       cases


Mexican      federal         courts    have       subject        matter jurisdiction                      only     oyer claims            that   are   governed by


                                                                      which          Mexico          is                These                                         in
fedeiai laws        or international             treaties       to                                           party                    provisions           state



pertinent    part       as   follows

                        Article       104         The Federal                Courts         shall    adjudicate




                        II            All   civil commercial controversies
                                                     or                        that arise concerning

                                                   with or application  of federal laws or
                                      compliance
                                      international treaties executed  by Mexico     The plaintiff

                                      may choose                when         the     interests       at    issue only            affect    private
                                                                                             be heard by the judges                       and
                                      parties that          these        disputes

                                      tribunals       of the states


                                                 Federal        district        court                      shall    adjudicate
                        Article        53..-                                                judges




                                      Those        civil    controversies                   that     arise concerning compliance
                                      with       or application               of federal            laws or international treaties

                                       executed        by Mexico                     When       those       controversies             only       affect

                                                                           at the option                                                  of the
                                      private           they may be heard
                                                    interests

                                                              and tribunals of the states                                                 and the
                                      plaintiff by the judges
                                       Federal       District




                                                                                                                                                          13    of the
            13           Insofar       as   it   concerns            civil     disputes         among            private     parties Article



 Mexican         Federal       Civil    Code Codigo                     Civil        Federal          or     CC            sets    forth    whether         they      are   to   be


                                                                                                    and thus determines                   whether         there      is   Mexican
                 under Mexican              federal        or   state        civil    law
 resolved



 federal     sibject         matter    jurisdiction             over          particular dispute



                                                                                                                                    law rules relating                    the
             14           Article       13       Section        tV ofthe             CC       sets   forth choice            of                                      to




                                                                                                             Section        IV provides            that
  formalities for the creation                    of legal rights                  Specifically


                                                                                                                                                           created
                                                                               by the laws of the place
                                                    be governed                                                                  where they         are
  formalities of legal acts will


                                                                                                     forth in       this    Code          when     the    act   is   to   have
                                                       to the formalities                     set
  However          they      may be      subject



  effects    in   the Federal          District       or throughout                  the     Republic on federal                    matters




                                                                                                                                                                                      01454
                15.          Furthermore           Article         13    Section            of the        CC    supplies        the choice           of law       rules     to




 determine            the   law that governs          the       legal     effects     of    acts     and contacts                Section             provides         that



                      to   the provisions         of the foregoing                sections         the    legal    effects       of    acts    and contracts               are   to




 be governed               by thelaws        of the place             where they are            to   be performed unless the                         parties       have



 validly        designated         the application             of     different     laws


                16           Pursuant       to   Mexican           choice      of   law rules there                is   no Mexican            federal          interest     at




 issue with           respect      to    the disputes          between the Estate                and Shelby             Longoria              Thus       this    analysis        is




 premised on the substantive                       and procedural                 laws of the State of Tamaulipas                             where Shelby


                               certain      relevant       facts       took    place
 Longoria argues


II              Pursuant           to the    Laws         of the        Mexican        State         of    Tamaulipas                 Service        of Process             Must
                Be    Effected          Personally Upon                 an Individual Defendant                          at   His     Home


                 17          The        Mexican     State of                               where          Shelby        Longoria claims                  to   have
                                                                      Tamaulipas


 business         interests        and contends           is   the     more convenient               venue         for   this   action         has    its     own     Civil




 Code           the   Cod.igo Civil para             el   Estado          de   Tamaulipas                 or   CCT              as    well    as   its     own Code           of



 Civil        Procedure         the      Codigo      de    Procedirnientos                 Civiles para            el   Estado        dc   Tamaulipas                or


 CPCT
                                                  law charges             the courts            and not the                           with the obligation                   to
                 18           Tamaulipas                                                                            litigants




                                                                          Articles    29 and          30 of the          CPCT         provide        that      only       court
     effect     service of      process          Specifically


                              serve        defendant           with                   process
     personnel         may                                               original




                 19           Article      67     in Sections             and III of the             CPCT         provides           the rules       for      effecting




                                                                                                          of   Tamaulipas              Those       sections provide                   as
     original     service      of process          on individuals              by the courts


     follows

                              ARTICLE              67.-        Original service            of process             must be effected              in

                              accordance           with the following                rules



                              If                                       an individual                                service          of process
                 IL                        defendant             is



                              must be made                 directly          person unless the individual
                                                                            to that

                                                                     as then  it must  be effected upon his/her
                              lacks procedural             capacity
                                                                             of process upon an agent is only
                              legal       guardian         Original service




                                                                                           -4




                                                                                                                                                                                           01455
              authorized          when        the agent           resides       within    the   seat        of the court and
              the                 to be served          outside that place or is of
                  person intended                 lives

              unknown whereabouts     or if the agent lives outside the jurisdiction

              but within the Republic and the person to be served      lives abroad

              and has no known residence     or the persons whereabouts      are

              unknown             In   this       case     the agent       is   required     to    have           general       or

              special  power of attorney with sufficient authority to answer the

              complaint and defend the action being served pursuant     to the

              provisions  of Article 52          with the need to appoint duly
              licensed        attorneys                The agent         can only refuse               to   intervene      if

              he/she                    that he/she             did not accept           or has        renounced          the
                            proves

              power of         attorney


      UI

      IV       Original service                of process             must be         effected         in the     place

              designated by the party so requesting and must be precisely                                                            the

              home of the party to be served with original process if an
              individual   and if   corporation  in its corporate domicile its

                         offices or principal  commercial   establishment except
              principal
               when                     with branches                 with an individual                agent     authorized          to
                         dealing
                            in the action               when      dealing       with     business           transacted      by the
               appear
               branches           or in     which         the branches           have intervened                  The serving
                                                                                                                                 the
                     must verify that all of this information
               officer                                                                             is       contained

                          and may be specially authorized                                         to    serve     process       on
               complaint
               the individual           defendant               or agent    at their      place        of regular
                                                                                                                the
               employment              or    wherever            they   may be         found within

               jurisdiction            but in      this     case          may be effected only to the
               specific       individual           at     issue and the server must note specifically

               during      process the means used
                            the                                                  to   identify the individual                   the

                                                                                                                   of attorney
               verification of authority of an agent                                                    power
               and    set    forth     all    relevant          information




Emphasis    supplied

                                                                                         have ruled in binding                       precedent       that   in
       20      The Mexican              Federal            Courts       of Appeal


                                                                                      the court        official    must verify             that   the location
order for original service         of process             to    be effective


where the defendant      is   served         is   in     fact   the   defendants home Precedent                            No        162858


                ORIGINAL     SERVICE OF PROCESS UPON INDIVIDUALS
                IF    THE COURT OFFICIAL SETS FORTH ONLY THAT
                THE ADDRESS OF THE DEFENDANT IS CORRECT
                BASED ON TUE NAME OF TIlE STREETS NUMBER
                NEIGHBORHOOD    AN CITY TIE FAII1S TO SATISFY
                THE  ESSENTIAL PROCEDURAL  FORMALITIES WHICH
                VIOLATES THE RULES THAT GOVERN IT
                LEGISLATION OF THE STATE OF TAMAULIPAS




                                                                                                                                                                 01456
                         Articule        67       section       III     of the Code of Civil Procedure   for the

                         State orders that               original        service of         on individuals   must be
                                                                                    process
                         effected       at   the address            designated         by the party so requesting
                         which        must coincide                with     the    place where the defendant lives
                         therefore           the official          when         effecting                      service of process

                         must verify that these circumstances                                   are   all   met and include
                                                                         in the respective
                         steps taken            to   so verify                                         certification              Therefore
                         if   the    official        does    not    set    forth    in the       certification         that the location

                         where        the    official       appeared            to serve       original process            is    the

                         defendants home and instead only states     that he verified that the

                         address was correct based on his observation    of the correct street

                         names number neighborhood                                  and    city       such    certification             fails    to

                         satisfy      the    essential          procedural          formalities             because       that

                         information              does      not provide            certainty that the address                     is   where the
                         defendant           lives       Accordingly               that   irregularity         is      violation            of the

                         rules that                         the procedures            for sai4 action
                                            govern


                         9th    Session Circuit Courts of Appeal Federal Judiciary                                                     Reporter

                         and    its    Gazette Volume XXXIII                              February of 2011                        2044



Emphasis          added

            21           Thus         the    laws of Tamaulipas                    specifically         require        that     original service                of process



upon       an individual        be made              directly      upon        the defendant            and    at   the   defendants               home          Otherwise


             service      of process             will    be ineffective
original




             22          Article       97 of the            CPCT         also provides           that    when       official       caurt        action     is   to take



           outside   of the Mexico                    the court         will    follow     the procedures              set     forth in the            international
place


                              Mexico                               In    this                   Mexico        is      party       to    the     Hague     Convention
treaties     to   which                      is       party                      respect


                                                                                                Documents             in Civil or           Commercial             Matters
on the Service           Abroad         of Judicial and Extrajudicial


                                                                                                            Therefore            in     order     to   effect    valid
and the Inter-American                      Convention             on Letters         Rogatory


                                                  on an individual residing                      outside       of Mexico               in   an action      filed      in
service      of original process


                     service          must be effected                                          the individual            at    their       home       following       the
Tamaulipas                                                              directly     upon


                                                                or Inter-American                 Conventions
 procedures        set    forth in the            Hague


             23           Dr        Caries       Gabuardi           proffered         by Shelby Longoria                     as    an expert in Mexican                    law

                                                                                                                                       be effected              the
 admits      at      16       that the       CPCT           requires       that    original       service        of process                                at




 defendants home or the place                                where they             live Dr             Gabuardi          opines however                    that the




                                                                                           in   its                                    is   attached      as Exhibit
                  true    and correct             copy of the ptecedent                               original        Spanish




                                                                                          -6




                                                                                                                                                                                 01457
provisions            of the    CPCT            are irrelevant      based on              Mexican           Supreme       Court opinion             finding       that




service     of process               may be       effected     on        defendant         at         his    home              his place     of business               or


      wherever          he may be found                   without        regard      to   any particular order What                    Dr         Gabuardi        fails       to




point    out     is   that the        Supreme         Court opinion             at   issue      does not deal with Tamaulipas                       procedure            at




all   but rather            with the provisions              of the Codes             of Civil Procedure                of the Mexican             states    of



Jalisco     Puebla            Chiapas           as well    as the Federal District                 Mexico          City whose              rules    for service of



                               are                     different         from those          of Tamaulipas               Jalisco     Puebla          Chiapas           and
original process                      markedly


                                                                                                of process                     effected              defendants
the Federal           District        all   provide       that original service                                  may be                      at




domicile               which         their respective          civil     codes        define     as   includin.g        not only     the    home        but      also    the



         where              defendant           transacts      business         or   where       the defendant           may be      located         The      non
place



binding         Seventh         Circuit precedent              referenced            by Dr Gabuardi                at     18     focuses      on the Code               of



Civil    Procedure             of Veracruz            which      also                      in     Article       82     that original       service         of process
                                                                           provides


                                     the    defendants domicile                      Tamaulipas             in stark    contrast     to these        other
must take place                at



                                                                                 the place        where the individual               defendant             has   his    or
Mexican          jurisdictions               refers   specifically         to




her   home            Therefore while                 the precedent          referenced           by   Dr      Gabuardi         at 11 16-17           may be

                                                                            similar to those                in Jalisco     Puebla      Chiapas             and the
binding         on    all    courts        applying       provisions


                                     is                    in the case          of Tamaulipas                 Similarly        the non-binding              precedent
Federal District                it         inapposite


                                                                                                                                            for effecting
from the Seventh Circuit at                               18   is   of   no import as Veracruzs                        requirements



                service        of process          track    those        of Jalisco       Puebla         Chiapas         and    th   Federal        Diirict but
 original



not     their    sister state             of Tamaulipas


                Jurisdiction               of   Tamaulipas          Courts



                              Pursuant to Article               172 of the           CPCT                                          must be         filed    before
                24                                                                                                complaint



 competent judge.2




                Under        Mexican            law competence                   is        synonymous with the United States
                                                                                      functionally
                                                                                            used to refer to the geographic   area
 concept         ofjurisdiction                 in Mexico        jurisdiction is generally

                                                                            Those terms are   therefore  used interchangeably
 where      governmental                    actors    haye authority

 herein




                                                                                          .7




                                                                                                                                                                                   01458
             25          Under         Mexican           law competence                             functional       synonym           of the United                  States



concept       of jurisdiction                is    determined            by statute          In    Tamaulipas           the     CPCT     provides               in    Article



                                      the                               of the   ourts             governed by the provisions                       of   this        code.3
20    Section        III      that           jurisdiction                                    is




             26          Article           173    of the    CPCT           specifically           provides    that      competence         or jurisdiction                     will




                                                                                                                            and by the
                         by the amount the subject matter the appellate
be determined                                                                                                     level                        territory.4




             27          Notviithstanding                  Dr GabuŁ.r                    opinion      at      13     that       Shelby Longoria


                                                                                                                                                                 in   Mexico
maintains            sufficient       contacts          with       ..    Tamaulipas               personal     or   territorial        jurisdiction



is   not determined             by contacts                but     rather      by specifically          defined         express        statutory provisions



Contacts       with                                                     standing      alone are of no import                    with    respect          to    whether
                              specific       jurisdiction


Mexican         ourt         has jurisdiction              Indeed          Dr      Gabuardi         himself       has     recognized       as       much         in the



article      he references            at         11     In that     article      Dr      Gabuardi        states     that        in   Mexico     the bases                for




                                                                                                                                                                 Entre
                                                                                                   by law      See Gabuardi               Carlos                                la
asserting jurisdiction                 are limited          to     those       established



                                                           el   Forum Non               Convethens            Boletin       Mexicano          cia    Derecho
Jurisdiccin             Ia    Competencia


                       nueva         serie       aflo   XLI        nilm 121             enero-abril      de   0O8          at        89 Thus Dr                  Gabuardi
Comparado

                                     law oncompetence                     establishes         detailed     rules     to    determine       what types of cases
explains          Mexican


can    be heard         by        particular court                 Id     In    Dr      Gabuardi           own words competence                               sets    forth     the



               rules     which        must be           strictly        observed        from an operational               standpoint       to       assign
specific


 controversies           as    between the              different         courts      of     country Id             Translation
                                                                                                                                          is    ours According

                                                            contacts                               basis for asserting jurisdiction                              Mexico
to    Dr     Gabuardis own analysis                                              are not


                                                                                                                        are those       expressly               listed    in    the
               48                                that   the only bases             to    assert
 Id    at             pointing out                                                                 jurisdiction



 operative          Codes       of Civil Procedure                      which    do     not include        contacts




                                                   of the       CPCT                         that the rules         of procedure          are of public                  order
               Notably          Article                                     provides

 and        cannot     be waived            by    stipulation of private                   parties


                                                                                        is   aldn to personal           jurisdiction       in the             United States
               Territorial           jurisdiction          or    competence




                                                                                                                                                                                      01459
IV             Tamaulipas                  Courts           Do     Not        Have          Original                   Jurisdiction                    Over          Shelby     Longoria
               Adriana            Longoria                or Sylvia          Dorsey



               28              The    CPCT           provides           in   Article        195           Section           IV         that the        competent           judge     is   the



 one located in the domicile                              of the defendant                  in actions                involving               movable          property or           in




 personarn           or   civil      status actions              unless provided                 otherwise                             law.5


               29              Pursuant         to    Article      24 of the         CCT             i4iyjduals                             domicile          is   the place    wher he

 or she lives             If   the individuals                home           address      is   unknown                    but only             then the law will repute as


 domicile        the place           where        the individual               principally                conducts               his or her business                   and    if this




 location       is also        unknown               then    an individuals                 domicile                 is   wherever             he or she can be found                       In



 other     words          the Civil        Code of Tamaulipas                        reference                  to    an individuals                       primary place        of


 business       or    their       actual    physical             location       is   intended              to provide                      alternative             domidiles     only      in




 those     cases      where an individuals                         actual place             of residence                    is    unknown.6



               30              As    explained            in the foregoing                sections                    plaintiff             filing     suit    in    Tamaulipas           must


                the   home address                    of the defendant               in     order          to    achieve               valid       original service           of process
 identify



               31              According             to   Article       175     of the       CPCT                                tribunal          may      refuse     to entertain



 case      unless      it   determines               it   lacks jurisdiction                   Lii    such cases                      it   must      set    forth in the order            the



 legal bases          supporting            its      conclusion                Emphasis supplied




               As Dr Gabuardi                    recognizes              the claims            asserted               by the Estate are inpersonain                             claims

                                                             to                        that          do    not apply                  in    Tamaulipas               the opinions         cited
               In addition            to referring                 provisions

     by   Dr   Gabuardi           in fj 1648                 are of no import to the question of domicile for purposes   of


                                            Indeed           in the cases to which Dr Gabuardi refers the Mexican    federal
     asserting jurisdiction
                                                                                             of the term
     courts    including             the  Court explained that their liberal construction
                                           Supreme
                                        of service of process  only  because  the primary purpose of service
     domicile was                 for
                            purposes
     of process   is to put   defendant    on notice of an action   The court opinions however made clear
                                     for purposes   of service of process is of no implication    to substantive
     that the ruling on domicile

     considerations             associated           with     domicile including                          the        ability           of the courts to              exercise

                                                                                                                      consider                                                  in        Texas
     jurisdiction         over        particular            case        By way         of    analogy                                        that     original process

     action    can    be served            on        Mexican            individual          domiciled                  in    Mexico                  The      only    implication         of

                               the foreign            citizen      is   on notice           of the action                        It    does    not         mean      the   Texas court has
     service    is   that


     jurisdiction         over       that individual




                                                                                                 -9-




                                                                                                                                                                                                  01460
          32         Thus       in   Tamaulipas              trial   courts       must review the complaint                        when    filed     and make


 sua sponte       determination           as    to   whether they have jurisdiction



          33         There      is   no dispute        that     Shelby Longoria               lives    in     Texas           Indeed      his    Amended


Contest    of 2010      Will    at             avers    that    Shelby Longoria Shelby                             is    an indiidual            domiciled        in



Hidalgo County           Texas


          34          Theiefore               Thmau.lias court lacks statutory juisdictibn                                     oV         tort   case    against



                              foreign     defendant            and will aimost certainly dismiss                              any action         filed   against
Shelby Longoria


                             The same         conclusion         follows          with respect        to    Adriana Longoria and Sylvia
him sua sponte.7


Dorsey     as   both of them           live    in    Houston         Texas


           35                                                  dismis8        the complaint            for lack          of subject       matter
                      Moreover                court    may


jurisdiction



                                                         would         have       to recognize         this    Courts jurisdiction                  over    the
           36             Tamauiipas            court



              counterclaim                               where the counterclaim                       would     predate            any Tamaulipas
Estates                             particularly


                                        189 of the           CPCT                         that the court        before         which      the principal
action.8       Indeed        Article                                   provides


                                                                                   m4ter                            over       related     counterclaims
 cause    of action     is   pending      has exclusive              subject                 jurisdictiorL




                                                                                                                                                           the
           37         Pursuant to Article 177                    of the      CPCT                   court   that        expressly      recognizes



                  of another                        cannot     assert       jurisdiction
jurisdiction



                                                                                  Remedy               Breach            of   Fiduciary Duties
           Tamaulipas            Law      Does        Not Provide                               for




           38         Article        1388      of the    CCT         provides        as   follows

                                                                                                              law
                        When        an act causes            damages         and losses to    person and the
                                                 the perpetrator             of that act or on someone  else the
                        imposes        upon
                                          to   repair those           damages           and losses there                is civil
                        obligation

                        liability




                                                                                                                   that       the defendant          has   waived
                                                        do    so     even    if   the                 pleads
                Tamaulipas           court     may                                      plaintiff


  challenge      to the      courts     territorial      jurisdiction

                                                                                                            Courts jurisdiction
                                  Shelby Longoria does not challenge
                                                                                                    this
                understand




                                                                                   -10-




                                                                                                                                                                       01461
                  39             Mexican          law generally                and Tamaulipas                   law specifically                 do not impose             or

     recognize                fiduciary        duty9     on the part of an adult child                          to                    business
                                                                                                                      manage                            affairs     of or for the

     benefit    of            parent.10



                40               Mexican         law also does                not recognize                informal
                                                                                                                             fiduciary       relationships           or

 specifically                 private     trusts11           so the    August              1983        letter    signed           by Eduardo            Longoria         Jr and

 Shelby Luis Longoria to Dorothy ICowalski                                             de      Longoria          whereby                 they    agree      to   hold maintain

 and manage                   certain    assets for the              Decedents             benefit           does         not create
                                                                                                                                                fiduciary         duty     Rather

 the     letter     creates        only          moral          obligation           or    duty which                is    unenforceable             under       Tamaulipas

 law     CCT Articles                   1028     and         1370

               41               Even      assuming             for    the sake        of    argument            only that there were                        basis to recover


in            for    breach           of fiduciary
       tort                                                  duty any such claim                      is   barred         under Tamaulipas                   one-year       statute


of limitations                 pursuant         to Article           1510      Section          III    of the        CCT

               42               Because         more than               year has elapsed                   since the death               of Dorothy Longoria                    any

claim         sounding           in            under Tamaulipas                 law
                                       tort                                               is   barred as              matter        of law




               Indeed              cause        of action       for     breach        of fiduciary                                              of
                                                                                                                duty regardless                      its
                                                                                                                                                           nature     would       be
impossible               to    plead     and     prove under            Tamaulipas              law which                                                   to
                                                                                                                          requires        plaintiffs             provide
detailed          description            of    all facts       and attach or           list     all    the items            of evidence          that                     cause    of
                                                                                                                                                           support
action        from the outset                                  247
                                               Articles                to     249    of the      CPCT                Amendments                 to pleadings         are not
allowed             Moreover              Article       330     of the        CPCT         precludes             party            from inspecting            an opponents
general        accounting
10
               We        note    that the only               duty    flowing         from children               to       their    parents      is
                                                                                                                                                        statutory obligation
under         Articles          277      and 282         of the       CCT       to   provide           support            for     food    clothing          housing and
medical         care          when necessary

               Mexican            law only           recognizes          trusts       created                              financial
                                                                                              through federally-licensed
institutions              subject       to regulatory               directive        and oversight  The Mexican                Court
                                                                                                                     Supreme
explained           that       United States-style                             were adopted
                                                                     trusts                                  partially            by the Mexican
legislature              according            to our system even though strictly speaking    it structured an institution

wholly         different          than        the trust and established it as an exclusive
                                                                                           banking operation due to the
solvency            of   banks         arid    the   governments                oversight             over   them                 See Precedent            No     246296
TRUSTS NATURE                                 OF       7th    Session Auxiliary                   Chamber Supreme                         Court Federal Judiciary
Reporter Volume                        21      Seventh Section                      39




                                                                                               11




                                                                                                                                                                                        01462
VI          The           Mexican               Aniparo                                    Do         Not
                                                                Proceedings                                    Imply          Wholesale           Submission               to   .the
            Jurisdiction                  of      Mexican       Courts



            43                 The United States concepts                           of    minimum               contacts       general jurisdiction                       or


 specific       jurisdiction                 do not       exist      under       Mexican              law        Mexican        courts     authority           to    hear


 particular case               is    determined          on       case-by-case                 basis        as defined    by    statute        i.e the codes               of


 civil    procdure                  Therefore the             fact     that       party        has invoked         the jurisdiction         of        Mexican             court


 in      particular case               does not mean               that    it    will     be    sul              tht sathe Mexican                court      sjurisdiction


 in   any and           every       future      action



            44                 Thus      the pursuit           of an Amparo action                       in    Mexico    is   inconsequential             to    whether


 Mexican        court          can                                      over Amparo claimants
                                       assert        jurisdiction                                                      or anyone        else      for   that    matter          in



 future    civil        actions              Mexicans             courts         ability        to exercise jurisdiction             will      have     to     be assessed

 after    the   filing         of every         complaint


            45                 More importantly                   the     filing     of an Amparo action in Mexico                          cannot        be described


 as Dr      Gabuardi                does     at      pp 6-8       as   an acknowledgement                       of the adequacy             reliability             and   better



 convenience              of the       Mexican          judicial        system            for the purposes             of adjudicating            the private         party


 matters    pending                 before      this   Court



            46                 In order         to    understand          why       the   filing       of    an Amparo action implies none                          of what


 Dr      Gabuardi         suggests we must explain the nature                                         of the Juicio de          Amparo

            47                 An Amparo               action        which       arises        under        Articles    103    and 107      of the      Mexican


 Constitution             is         proceeding          by which           any private               person     individual       or corporate               can challenge


 the constitutionality                  of the actions of                  state     or federal government                      actor       regardless              of whether



 that actor        is      member            of the executive                   legislative           or judiciary      branch       In other       words            the only



 possible       defendants              in   Amparo           actions         are   Mexican            government         actors in       their    official



                    12
 capacities




 12
            Insofar            as the      Amparo          actions        referenced             by    Dr      Gabuardi        the only     defendant           is


 Tamaulipas              court




                                                                                               -12-




                                                                                                                                                                                       01463
           48               The Mexican                             Court      has interpreted            the constitutional                guarantee           of due
                                                 Supreme


process     broadly           to include       the misapplication                of     any law whether             state    or federal               within     the



                                                   Court rulings are included                       in the definitin              of     official
scope     of   Amparo           protection


                                    and therefore                                                                                                      courts
governmental                acts                       any court judgment                      includingjudgrnents                     by   state




                      state     laws     is   reviewable        by federal courts                acting    under         their    Amparo            jurisdiction
interpreting


                                                                                                                   law           deemed                be       violation
because        an erroneous            application        of        principle of federal             or   state             is                   to




of Constitutional               due process



            49              When         private    person          is   aggrieved          by the adjudication              of   his/her/its           rights        by


                                                                                                                                  the only            means            seek
Mexican         court       without        due process         of   law Aniparo              proceedings          provide                                        to




redress     for      that     constitutional       violation



                                                                               more circumscribed                 than           federal        proceeding             by
            50               Amparo         proceedings         are      far



                                                                                                                                    an argument                that    there
which      the      plaintiff       seeks     the protection             of the federal        justice     system upon


                                                                                   of the Mexican            Constitution                 statutory         law       due
has     been    inffingeinent            of the    strict   application



process
               of    law      or other      fundamental rights                     Gabuardi         Affidavit        at      26           Amparo            proceedings



                                              available     to private                                     for constitutional                  violations        on the
provide        the only         remedy                                           party      plaintiffs



                                                          defendants             including       the     Mexican          courts          Amparo            proceedings
part     of the      Mexican         governmexlt



 are not available              to challenge        actions         on the part of private                actors



                                                                                                                                                                      hear
                                                                                                              system with jurisdiction
                                                                                                     court                                                      to
               51             The    Mexican       federal judiciary               is   the only


                                                                                                                                    of    an   official        Mexican
 Amparo         cases         and ultimately         adjudicate            the   Mexican            constitutionality



                                                                                        an Amparo proceeding                     cannot        be pursued             in    any
 governmental                act     The    relief available             through



 other court.3




                                                                                      the   Mexican        courts    have         made         clear    that     they lack
  13           Notably             in the context     of    an Amparo
                                                                                                                                                                tribunal
 jurisdiction          to     in   any way compel              action      by much           less   invalidate       the     acts      of        foreIgn

                                                            OF JURISDICTION  BY DECLINATION                                                                           THE
  See     Precedent           No     166416 DECLiNATION
  ORDER THAT                       DECLARES   IT BY FINDING   THAT     FOREIGN COURT HAS
  JURISDICTION                       PUTS AN END TO THE ACTION AND THEREFORE MAY BE
                                                                          FEDERAL DISTRICT
  CHALLENGED                        iN DIRECT AMPARO LEGISLATION OF THE




                                                                                        -13-




                                                                                                                                                                                  01464
              52              Consequently                  Dr     Gabuardis opinion                   that the     filing   of   an Amparo proceeding              is




an acknowledgement                          of the adequacy                reliability         and       better    convenience          of the Mexican         judicial




system             is   incorrect



                    RESERVATION OF RIGHT                                        TO         ISSUE         SUPPLEMENTAL OPINIONS


              53                understand             this   matter       is   in   its   early stages           and additional        facts    may develop

have    been advised                  that    the Estate           may   therefore          require         further opinions        cn    Mericlaw

Accordingly1                  reserve         the     right   to   amend        and/or       supplement            the opinions         expressed       herein


whether            in   writing        or   live    testimony         as    called         upon     to   do so



                   declare          under penalty             of peijury         pursuant         to     the laws    of the       Commonwealth            of


                                                                                     are true       and correct
Pennsylvania that the foregoing                                  statements




               Executed in Philadelphia                            Pennsylvania              this      30th day of




                                                                                                       By




                                                                                                                  215   665-4621



                              SUBSCRIBED                              me                                                           on    this    30th   day of
SWORN                   and                                 before              in   Philadelphia            Pennsylvania



September                 2013




O-4
 Lorraine                 Costro

 Notary            Public

 My  commission                      expires
   COMMONWEALTH                         PENNSYLVANiA

                         NOTARIAL      SEAL
       LORRAINE               COSTRO         Notaiy   Pubc

            City   of   Philadelphia    Phita      Ceunty

       My    Commission        Expires      ApdI   222016




                                                                                                                                   and           Gazette Volume
                                                                         Court Federal                                                     its
 9th    Session             Chamber Supreme
                              1St                                                                      Judiciary     Reporter

 XXX               September 2009
                                    120




                                                                                             -14-




                                                                                                                                                                          01465
                                                                                ILAN          ROSENBERG
                                                                                       1123 Coventry           Avenue

                                                                                       Cheltenham           PA     19012
                                                                   Phone 215-635-2005                        Fax 215-701-2021
                                                                           Email janeandilancomcast.net




                                                                    PROFESSIONAL EXPERIENCE

Gordon           Rees           Philadelphia           PA                                                                                                            June     2013-Present
Partner        Concentrating                practice         in   complex         insurance          coverage and commercial                 litigation      arid    international

commercial        matters          and    dispute       resolution              with    an   emphasis         on   matteis     relathig     to   Mexico     nd      Latin     America
outside               advisor       to the     Mexican                             of                   Relations
          legal                                                    Ministry              Foreign



CozenOConnor Philadelphia    PA                                                                                                                      September          2002-June         2013
Member Concentrated practice in complex                                            domestic          and    international       insurance        coverage       commercial        and   civil


matters Co-Chair of                 Latin      American             Subrogatibn              Practice       Group


Chevez        Ruiz Zamarripa                       Cia S.C Mexico                        City    Mexico                                              September          1999-June 2001

Associate         Concentrated               practice             in tax    planning           and    tax    and    civil    rights   litigation      Handled         trial    and    appellate

matters      before        Mexican        state    and       federal       courts        as well      as the     Mexican       Federal      Supreme       Court



Mexican        Federal Ministry                   of   Finance             Mexico        City     Mexico                                                   January          1998-June      1999

Supervisor            of    the     Legal         Consulting               Department                    Advised        various       branches       of   the      Mexican       government

concerning       public          fmance       and      tax   law and developed                   federal       tax rules      and   regulations



                                                                                             EDUCATION

University        of Pennsylvania                  Law        School            Philadelphia            PA
Master of Comparative                    Law LL.C.M                                                                                                   September             2009-May      2011

Master of      Laws         LL.M            recipient         of     merit-based             scholarship                                                            July 2001-May         2002



Escuela Libre              de    Derecho Mexico City Mexico                                                                                                  August         1993-July     1998

Bachelor       of Laws           S.D     Equivalent


                                                                            LEADERSHIP POSITIONS

America-Israel               Chamber           of      Commerce                  Advisory Board              Member
HIAS      and Council               Migration           Service            of   Philadelphia               Board Vice         President      Chair        Policy     Committee



                                                                                       HONORS/AWARDS

Pennsylvania           Super Lawyer                    Rising        Star       20072008   and 2013

Recipient       of    the    National        Law       Journal        Pro        Bono Award in 2008


                                                                                       BAR ADMISSIONS

 Mexico all jurisdictions

 Pennsylvania
 United       States District                Courts               Eastern         and     Middle           Districts        of Pennsylvania          Eastern         District    of

              Wisconsin              Northern           District           of    Illinois


 United       States         Courts of Appeals                         Third and Federal Circuits

 United        States        Supreme              Court




                                                                                 HIT

                                                                                                                                                                                                  01466
                                     TEACING/LECTURING                      EXPERIENCE

University    of   Pennsylvania   Law   School      Philadelphia       PA                                  October   2012-Present

Lecturer    in   Law   Comparative   law   course    entitled    Common Law   Contracts   for Civil   Lawyers


Escuela    Libre    de Derecho    Law School        Mexico      City                              September     1999-August   2000

Adjunct    Professor     Tax Law and    Administrative          Procedure




                                                                                                                                     01467
                                                                                                                  Page     o12




        Tesis
                                Semanario           Judicial     de   la   Novena
                                                                                                   162 858
                                Federacin                su Gaceta         Epoca
        5/10

        Tribunales
                                                                                                   Jurisprudencia
        Colegiados              S.J.F          su Gaceta                   PÆg 2044
        de Circuito                                                                                Civil



        Registro          No    162 858



               9a Epoca          T.C.C            S.J.F        su Gaceta       Torno      XXXffl         Febrero

        de2Oil 2044
        EMPLAZAMIENTO     PERSONAS FfSICAS SI EN LA
        iZON DEL ACTUARIO SOLO SE1ALA QUE EL
        DOMICILIO DEL DEMANDADO ES CORRECTO POR
        ADVERTIRLO  DE LAS NOMINCLATURAS DE LAS
        CALLES N1JMERO COLONTA      CIUDAD ELLO NO
        COLMA LAS FORMALIDADES      ESENCTALES   DEL
        PROCEDIMIENTO    LO   QUE  CONSTITUYE   IJNA
        WOLACION      LAS   REGLAS   QIIE LO RIGEN
        LEGISLACION DEL ESTADO DE TAMAULIPAS

        El artIculo         67       fraccin       ifi del Codigo            de Procedimientos               Civiles


        para    el   Estado ordena que                   ci   emplazamiento              las personas         fisicas

        se realice         en   el domicilio            seflalado
                                                            por la parte que lo pide el cual
        debe corresponder                  con el lugar en donde habita el demandado por
        tanto        el   actuario         al realizarlo  debe cerciorarse de que queden
        satisfechas          esas circunstancias                    asentarlo       en   ci    acta   relativa    En
        esas condiciones                si   en    la   razOn del actuario no             se seflala     que en     el


        domicilio          en   ci   que     se   constituy         para practicar            el   emplazamiento
        habita       ci   demandado                 en cambio          solo refiere    que se cerciorO de
        que    era        correcto      por       asI    advertirlo     de    las   nomenclaturas de las

        calles        nÆmero            colonia               ciudad       correspondilentes            con     estas

         expresiones            no      se        colman        las    forrnalidades               esenciales     del


        procedinaiento                dada     que      esa    informacin        no brinda            la seguridad




http//ius.scjn.gob.mx/paginasiReportesfReporteDE.aspxidius1                      62858Tipol                          9/30/2013




                                                                                                                                 01468
                                                                                                                  Page      of




        de   que     ese     domicilio        sea     el    lugar    donde     habita        el   demandado
        Consecuentemente                 esa    irregularidad            constituye      una       violacin

       las reglas       que rigen       el procedimiento                de dicha    diligencia



                   PRIMER TRIBUNAL                               COLEGIADO              DEL DECIMO
                   NOVENO             CIRCTJTTO


                   Amparo         en revision 235/2008                                        15 de octubre

                           .dŁ   2008         Unanimidad             de    votos       Ponente           Miguel
                           Mendoza            Montes             Secretaria        Piedad         del    Carmen
                           HernÆndez            Avila            Amparo  en          revision           37/2010

                           Guadalupe           Luis        de    Leon Zamora            25    de        marzo     de

                           2010 Unanimidad                      de votos     Ponente         Lucio       Antonio
                           Castillo      GnzÆlez                Secretaria     Gina     Estela          Cecopieri
                           Gmez          Amparo            en    revision     127/20    10        JosØ Portilla

                           Guerra        29    de     abril      de 2010       Unanimidad               de   votos

                           Ponente         Hector          GÆ.lvez       TÆnchez        Secretaria            Julia

                           Soto Valdez Amparo                       en    revision      192/2010             Pedro

                           Hugo Salinas Bravo                       de julio    de 2010           Unanimidad

                           de    votos     Ponente              Lucio    Antonio       Castillo         Gonzalez

                           Secretaria         BelØn Alarcn CortØs                   Amparo          en revisiOn
                           281/2010            Juan        Francisco         JimØnez         Chapa           28   de

                           octubre      de 2010        Unanimidad             de votos       Ponente         Lucio

                           Antonio            Castillo           Gonzalez          Secretario            Faustino

                            GutiØrrez Perez




http//ius.scjn.gob.mx/paginas/Reportes/RePOrteDE.aSPXidiUSl                     62858Tipol                             9/30/2013




                                                                                                                                   01469
                                           CASE     NUMBER          414270

      THE ESTATE OF
                                                                IN   PROBATE COURT NUMBER ONE
  DOROTHY LOUISE LONGORIA
  DECEASED
                                                                               HARRIS     COUNTY TEXAS


       OIDER DENYENG ShELBY
                            LONGOmAS MOTION TO                                                 DISMISS
                                ADRL4NA LONGOfflAS CLAIMS


            Now    before the      Court   is
                                                Shelby     Longorias         Motion To      Dismiss   Adriana

 Longorias         Claims the
                                Motion             Afler
                                                           conducting         hearing and considering the


 Motion      the   response   filed   on behalf of Adriana
                                                                      Longoria     the   evidence
                                                                                                      properly

 before the
            Court the pleadings on file and the
                                                arguments                      of counsel    the Court finds


 that the   Motion should be and           it
                                                hereby   is   DENIED

        SO ORDERED            on   this
                                          _______    day      of_                                      2015




                                                                     PRESIDING       JUDGE
                                                              PROBATE COURT NUMBER ONE
                                                                HArtrus       COUNTY TEXAS




ORDER DENYING SHELBY LONGORTAS
                                 MOTION
TO DISMISS ADRIANA LONGORIAs
                             CLAIMS                                                              Solo Page




                                                                                                                 01470
                                                  CASE     NUMBER               414270


   THE ESTATE OF                                                                  PROBATE                COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                                            HARRIS         COUNTY TEXAS


              ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY
                   INDEPENDENT EXECUTOR OF THE ESTATE OF
                        DOROTHY LOUISE LONGORIA DECEASED TO
        SHELBY LONGOREAS          THIRD AMENDED CONTEST OF 2010 WILL



TO THE HONORABLE JUDGE OF                                 THIS      COURT

            COMES       NOW     James Thomas Dorsey in                   his    capacity          as   Independent Executor of the


Estate of Dorothy Louise Longoria                    Deceased         as Counter-Plaintiff                 and pleads the following



counterclaims      in   response      to   Shelby Longoria             Third Amended                   Contest     of2O 10 Will      stating




the following      causes      of action        against   Shelby Longoria                   as   Counter-Defendant



                                                       Discovery         Level



                   Pursuant      to   TEX           CIV        190    Counter-Plaintiff                 states    that   discovery       in this




case   is   intended    to   be conducted          under Level           of    that        Rule


                                                           Overview


                   These counterclaims               are brought        by       citizen         of Texas against another            citizen




of Texas Counter-Plaintiff                 is   the personal    representative               of an     estate    pending in this Court


and adjudication         of these counterclaims                is   essential         to    administration          of   that   estate     The




ORIGINAL       COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR        OF TI-TIE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                   CONTEST            OF    2010      WILL                          Page




                                                                                                                                                   01471
Decedent        lived     in     Texas        for the last 25 years                of her           life     These     counterclaims         are based



entirely     on Texas           law      None            of them    is   based on any law of the United                          Mexican      States



                                                                        The     Parties



                      Counter-Plaintiff James                       Thomas Dorsey                   is   an individual       who   is   bringing    these



counterclaims           in     his                             the duly appointed
                                      capacity           as                                    Independent Executor                 of the Estate of



Dorothy Louise               Longoria           Deceased



                     Counter-Defendant                          Shelby Longoria               is   an individual          who    resides in Hidalgo



County Texas                   Counter-Defendant                    commenced                 this       action    and has       appeared      through



counsel      in this    action          so this pleading            maybe        served            on him through         his   attorneys of record



                                                                        Jurisdiction



                     Pursuant            to   Sections          4A 4B          and 4F of the Texas Probate                      Code    the Court has



jurisdiction       over        the     subject           matter    of    this    civil    action             The    Estate      of Dorothy         Louise



Longoria      is   pending in            this       Court and       this       Court     is        statutory probate            court   As   explained



more    fully   below           this    action       is   brought by            personal           representative         on behalf      of that    estate




and   this   action       is    related        to    that      estate     In addition               the     exercise      of pendent or       ancillary




jurisdiction       over        this    action       is    necessary       to   promote judicial efficiency                       and economy



                    The Court                  has        in   personam         jurisdiction               over    Counter-Defendant               Shelby



Longoria by virtue of                  his    filing      of Shelby Longoria                       Third Amended             Contest    of 2010 Will



in                 to     which          these           counterclaims           are     pleaded              In    addition       general    personal
     response




ORIGINAL        COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGOREA DECEASED
TO SHELBY LONGOPJAS THIRD AMENDED                                               CONTEST             OF     2010    WILL                            Page




                                                                                                                                                             01472
jurisdiction          exists    because        the   Counter-Defendant                    has     had     continuous           and    systematic



contacts       with    the State of      Texas and                                                             exists    because
                                                          specific           personal     jurisdiction                                 this   action



arises   out of contacts          by the Counter-Defendant                        with the State of Texas               as                    below
                                                                                                                             explained



                                                                     Venue


                        Pursuant    to   Section       6A     of the Texas              Probate      Code      the venue         of   this    action



is
     proper    because the Estate of Dorothy Louise Longoria                                    Deceased         is   pending      in this    Court


and    this    action    is   related to that        estate     as   explained           more     fully   below


                                                      Conditions Precedent


                        All conditions precedent               to    Counter-Plaintiffs              rights    to   plead and to prosecute



these    counterclaims             and    to   recover        the     relief       requested         herein have             occurred        or been



fulfilled




                                    Facts      Applicable             to    All Causes          of   Action


                        On July      1942 Eduardo              Longoria            Eduardo             and Dorothy Louise Kowaiski



Dorothy               were married        in   the City of          Laredo         in   Webb County Texas


          10           When      they    were        married         Dorothy            was       citizen      of the        United        States    of



America and Eduardo                 was        citizen    of the United                 Mexican       States    Mexico                but he had




               This petition does          not recite         every        fact   on which the Counter-Plaintiffs                       claims      are

based     It   is   intended     only to be           short statement              of the cause       of action       sufficient      to    give    fair


notice   of the claim involved                  as    required        by     TEx          Civ         47

ORIGNAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                        Page




                                                                                                                                                           01473
been    living    in   the    United    States   and   after   the    wedding         the                            settled      in
                                                                                             couple    initially




McAllen         Texas


           11      The       marriage   of Eduardo     and Dorothy       was subject         to   the laws     of the State       of



Texas      including        the law of community       property



           12      Eduardo       and Dorothy had four children             all   of   whom        are living    Their names



are     Adriana        Louise Longoria       Adriana           Eduardo      Longoria          Jr    also   known      as   Wayo


Longoria        Wayo           Sylvia   Rene Dorsey     Sylvia            and Shelby Longoria              Shelby              All



of them reside         in   Texas


           13      Eduardo        and Dorothy      amassed      considerable           wealth       through          variety      of


business     activities      and investments



           14      Over       time Shelby took control over the business                    and investments          owned by


Eduardo      and Dorothy



           15      Shelby managed property and accounts                   owned by Dorothy and                 represented        to




her that   he was doing         so for her benefit     Indeed        the account statements            were not even sent



to   Dorothy     even though she was identified           as   the sole owner         of the accounts          The    accounts



included but are not limited to the following                  accounts      collectively           Dorothys Accounts


in   Mexico

                               Banamex Account         Number 7572369315


                               Banamex Account         Number 7518181565                    and




OR1GNAL COUNTERCLAIMS OF JAMES THOMAS DORSEY ThDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                     Page




                                                                                                                                       01474
                                       BanRegio               Account              Number 75-00454-001-8


             16           In addition                 Shelby expressly agreed                        to   hold in trust for the benefit of Dorothy



property that            Shelby obtained                 from Eduardo                    In      letter to
                                                                                                                   Dorothy dated           August              1983     for




example Shelby and Wayo promised Dorothy                                                      that        the      assets       that   Daddy    has     willed to       us


as    long   as   you live           we     will       hold      them        as    if   they were           yours and                      will   make        the fruits



available         to
                        you for your direction                        as     to    their     use            These promises were                   made by        Shelby



while      he was residing                  in    Texas and                         were      set    forth      in         letter that
                                                                        they                                                              was sent       to     Dorothy


from an address                 in   Texas Shelby breached                              these promises                to    Dorothy by         failing    to    account



for     the property that             was        given      to   Shelby by Eduardo by concealing                                        from Dorothy material


facts     about        that                      including                                                  value          and profitability
                               property                                its   nature extent                                                              by    failing    to




hold and maintain                    that    property            as     if   it    belonged            to    Dorothy              by paying       himself       income



generated          by the property                     by   failing          to    disclose to              Dorothy             that   he had done so and by



failing      generally to            make         the fruit of that                 property         available             to    her for her use



             17           Likewise               in     letter        dated        October                2007 which Shelby                 sent to       Dorothy        at




her residence             in   Houston Texas Shelby made                                     specific promises with respect                        to        large   sum


of money          that        Eduardo        wished for Dorothy                         to   have upon              his    death        Admitting        that   he   held



such funds             in trust      for Dorothy              and in recognition                     that     Dorothy intended               to   leave her estate



to    her daughters              Shelby promised that                             within      thirty        days     after       Dorothy died he would pay



$100000           to    Sylvia and          $100000              to   Adriana                UponDorothys                       death Shelbyrepudiated                and




ORIGINAL           COUNTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR            OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                                       CONTEST              OF     2010        WILL                             Page




                                                                                                                                                                              01475
breached         this      promise    to       Dorothy           While he did tender                     check          for   $100000           to                 and
                                                                                                                                                      Sylvia


  check for $100000                  to    Adriana          he printed on the checks                                                   if the    checks
                                                                                                          language that                                           were


negotiated            would have resulted                   in      release          of   their   rights          in   Dorothys         estate        and     rights




against        Shelby          self-serving           conditions which                Shelby had no                right to                     The        fact
                                                                                                                                impose                             that




Shelby         arbitrarily      demanded such                releases          for his     benefit        as      conditions      on     his    perfonnance


of an unconditional               duty to pay           $100000           to    Sylvia and             $100000           to   Adriana      proves           that




Shelby knew             that   Dorothy owned valuable                      claims          against      him              Shelby knew            that
                                                                                                                                                           Dorothy


intended        to   leave her entire           estate      to   Sylvia and Adriana                    and             Shelby knew         that       Sylvia and



Adriana         themselves         had valuable                  claims    against          him          all      of which       he now              dishonestly



denies



           18              Shelby owed                fiduciary duty to Dorothy                            as      an agent      for    Dorothy                    as




trustee    of an express           trust        for   the benefit         of Dorothy               and       in    addition      or in the alternative



      pursuant        to    an informal          fiduciary relationship                    with        Dorothy


           19              In contravention             of   his    fiduciary             duty    to    Dorothy          under Texas             law        Shelby



failed    to    advise      Dorothy        fully      and    fairly   regarding             the nature            and extent of her property and



his   actions        with respect         to   her property          and the property he was holding                              in    trust supposedly



for   her benefit



          20            In fact      Shelby managed for                        his    own        benefit       Dorothys          property             as   well         as




property        he was         holding         in trust supposedly                for her benefit                      He caused income                from the




ORJGNAL COUNTERCLAIMS               OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR             OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                               CONTEST            OF    2010      WILL                                     Page




                                                                                                                                                                             01476
property    to   be paid    to   him   or to others          for his   benefit    and    failed     to   disclose to Dorothy         that




he had done so



          21       Eduardo        died on January             26 2005     at   the age of        91      He   was born on October


25 1913


          22       When      Eduardo           died    all   of the property     in his    estate        was community          property



of which       one-half was       owned by Dorothy under Texas law


          23       Eduardo        died     in    Webb County Texas                where         he and Dorothy had lived             for




many years


          24       After    the death          of Eduardo Shelby continued                  to
                                                                                                  manage Dorothys               property



and continued       to   represent        to   her that      he was managing        her property           for     her benefit    but he



intentionally concealed             from Dorothy the nature extent                   and value           of her property         what he


had   done with      her    property           over   the
                                                             years and      how much money                    he had been paid           or



otherwise      derived     from the property



          25       In fact       Shelby managed the property                   for his    own     benefit and engaged            in self-




dealing    transactions      that    he    failed     to   disclose to    Dorothy


          26       Dorothy died           in    Harris     County Texas on         April        62012         at   the age of   92 She


was   born on     May4 1919




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                  CONTEST        OF     2010    WILL                             Page




                                                                                                                                              01477
           27          By     order dated         October        2012     this      Court admitted     to                                    Last
                                                                                                            probate       Dorothys


Will      and        Testament      dated                      21 2010              and                 James
                                                  January                                 appointed                      Thomas Dorsey


Independent Executor of the Estate of Dorothy


           28          Letters    Testamentary were issued                     to   James Thomas Dorsey on the same                          day

and such Letters Testamentary are                                                   force and effect
                                  currently                             in full                             so he   is   fully   authorized



to   bring   this     action



           29          Whenever         it   is    alleged     herein     that       Shelby acted     or communicated                  in
                                                                                                                                             any


fashion      then      such    allegation         should     be taken     to   mean


                                 That the Shelby himself took such action or made such
                                                                                       communication


or   in   the alternative



                                 That        duly authorized            agent       of Shelby took such action             or    made       such



communication            on behalf        of Shelby          and   in   the course        and scope of the agency                       in    the
                                                                                                                                  or


alternative



                                 That     such       action      or     communication         was     by      one having           apparent



authority       to   do so on behalf         of Shelby         or in the alternative


                                 That Shelby          ratified     and adopted such action             or communication                 as his




own and      thereby        became      legally responsible              for it




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                 Page




                                                                                                                                                    01478
                                                                First    Cause       of Action

                                                              Demand          for Accounting



              30              Counter-Plaintiff               repeats    and incorporates            by reference          all    of the foregoing


averments                If   any averment            is    inconsistent      with   this    cause   of action      the avennent             is   pleaded


in   the alternative                       authorized                        47 and 48 of the Texas
                                      as                      by Rules                                           Rules      of Civil Procedure


              31              Pursuant        to    Section     489B of the Texas             Probate       Code     Section          113.151       of the



Texas Trust              Code          and the       common          law of the      State    of Texas Counter-Plaintiff                     is   entitled




to and hereby requests                        that     Shelby provide            full   accounting          of     all   of his activities           as   an


agent        for   Dorothy                   all    transactions       done or caused by him involving                      property         owned        in




whole or           in           by Dorothy                             but not limited to Dorothys                Accounts
                        part                           including                                                                      in   Mexico and


       all   transactions              involving        property       held     by him      in trust for     Dorothy


              32              Anticipating           that   Shelbywill        plead the defense          of limitations          in
                                                                                                                                      response     to this




cause        of action          Counter-Plaintiff pleads                 that    Section      16.069     of the Texas Civil Practice                  and


Remedies                Code     is    applicable           and precludes        application         of any      statute     of limitations               In



addition            Counter-Plaintiff                 pleads         under    Texas     law      the     discovery         rule       and   fraudulent



concealment by Shelby                          Despite        his   fiduciary duty of full disclosure                Shelby concealed                from



Dorothy the nature extent                             and value       of her property what he had done with her property



over     the       years and               how much money                he had been           paid      or otherwise            derived      from the



property           The        nature       of the   injuries    to   Dorothy and her           estate    were inaerentlyundiscoverable


because of the relationship                         of trust and confidence             between         Dorothy and Shelby and because



ORIGINAL                COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR                 OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                               CONTEST        OF    2010   WILL                                   Page




                                                                                                                                                               01479
he breached             his    fiduciary       duty    of    full    disclosure        of     all    facts     that        might       affect        Dorothys


interests         The     injuries      to   Dorothy         and her     estate       are objectively                 verifiable        because money


that    should         have    been paid         to    Dorothy        was   withheld            from her and diverted                           to    Shelbys


benefit



           33            It   was both reasonable                 and necessary         for     Counter-Plaintiff to retain                           attorneys



to   prepare      and    to   prosecute        this   action        Pursuant     to   Section         113.151           of the Texas            Trust       Code


and other applicable Texas                       law      Counter-Plaintiff             is     entitled         to and hereby requests                           an


award of attorney              fees    including        litigation      expenses             reasonably           and necessarily incurred                        in




connection         with       this    action



                                                        Second        Cause       of Action

                                                      Breaches        of Fiduciary             Duty


           34           Counter-Plaintiff              repeats       and incorporates                by reference                all   of the foregoing



avermerits         If
                         any averment           is   inconsistent       with this cause              of action             the averment              is   pleaded



in   the alternative            as    authorized       by Rules        47 and 48 of the Texas Rules                               of Civil Procedure



           35           Under         Texas law Shelby breached                   his       fiduciary duty to Dorothy                       by             failing




to   disclose to her fully and fairly                       all   information         that    might          affect        her interests         in
                                                                                                                                                          property



managed by him                 including       both her community property and property held by Shelby                                                     in trust




for her                                      with utmost good                     and        fair                     in   the                              of her
                   failing       to   act                                faith                       dealing                     management


property         and property held             in trust     for    her and in         his    other activities               affecting       her interests




       failing    to    act   with undivided           loyalty to Dorothy               in     the    management of her                         property         and




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                                    Page    10




                                                                                                                                                                       01480
property     held by          him in     trust for   her and       in his     other activities             affecting     her interests and



engaging         in                          transactions               were
                      self-dealing                              that            detrimental           to    her   and        in   addition       or in the



alternative           improperly         benefited       him


            36          The     breaches        of fiduciary duty by Shelby proximately                                  caused          compensable


harm to Dorothy and                   her estate     Under       Texas law Counter-Plaintiff                       is   entitled        to and hereby


requests     entry ofjudgment                  against        Shelby    for   actual    damages            in   an amount          to   be determined



by the   trier     of   fact    in accordance            with Texas       law The damages awarded                                 should      include   all




amounts      of money which were withdrawn                               from Dorothys               Accounts           in    Mexico          and which



Shelby cannot            show         specifically       to   have been withdrawn                   for    Dorothys           benefit         or with   her



fully   informed consent



            37          The      breaches        of fiduciary            duty    by     Shelby             constituted            fraud          gross


negligence              and    malice          as    those      terms     are defined          in     Chapter 41             of the Texas           Civil




Practice     and Remedies                 Code       Despite       his    fiduciary      duty        under Texas              law       to    disclose to




Dorothy      all      facts    that    might    affect        her interests Shelby intentionally                        or        in the      alternative



with reckless           disregard for Dorothys                  rights    concealed          from Dorothy the nature extent                             and



value    of her property what he had done with her property                                           over        the years             and   how much


money he had been                paid or otherwise              derived       from the property                 Under     Texas law Counter-



Plaintiff    is    entitled      to and hereby requests                  entry of judgment                 against      Shelby for exemplary



damages in an amount                    to   be determined by the               trier   of   fact     in    accordance             with Texas       law




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                           Page    11




                                                                                                                                                              01481
          38         Shelby    derived        profits     by means             of the breaches        of    his    fiduciary         duty    to




Dorothy        Under    Texas        law    Counter-Plaintiff                  entitled   to and hereby requests                     entry of
                                                                          is




judgment       decreeing      that     Shelby disgorge             all   profits    received      by him or by               his    wife    his




children      or any other persons            designated         by    him     as   result    of the breaches           of his fiduciary



duty to    Dorothy


          39         Shelby acquired           property     by means            of the breaches         of   his    fiduciary         duty to



Dorothy        Under    Texas        law    Counter-Plaintiff             is   entitled   to and hereby requests                     entry of



judgment imposing              constructive       trust    on    all                acquired      by Shelby or by            his    wife    his
                                                                       property



children      or any other persons            designated         by    him     by means of the breaches                 of   his    fiduciary



duty to Dorothy



          40         Anticipating      that    Shelby     will   plead the defense            of limitations       in
                                                                                                                        response       to this




cause   of action      Counter-Plaintiff pleads              that      Section      16.069    of the Texas         Civil Practice           and



Remedies       Code     is   applicable       and precludes              application      of any    statute        of limitations            In



addition       Counter-Plaintiff           pleads        under     Texas        law    the    discovery       rule      and        fraudulent



concealment by Shelby                Despite    his   fiduciary duty of full disclosure                    Shelby concealed             from



Dorothy       the nature extent         and value         of her property what he had done with her property



over    the   years and       how much money                he had been paid                 or otherwise          derived          from the



property       The   nature   of the   injuries     to   Dorothy and her            estate    were inherently undiscoverable



because of the relationship            of trust and confidence                 between       Dorothy and Shelby and because




ORIGINAL       COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SIELBY LONGORIAS THIRD AMENDED                                      CONTEST       OF   2010   WILL                                Page    12




                                                                                                                                                  01482
he breached          his     fiduciary          duty    of   full      disclosure            of              facts        that
                                                                                                   all                           might      affect          Dorothys


interests         The    injuries     to    Dorothy and her                estate          are objectively                   verifiable          because           money

that   should       have been paid                to                    was     withheld                from her and diverted
                                                        Dorothy                                                                                        to    Shelbys


benefit



           41           It   was both reasonable                and necessary                for        Counter-Plaintiff to retain                          attorneys



to   prepare      and   to   prosecute          this   action       Pursuant          to   Section            114.064 of the Texas Trust Code


and other applicable                 Texas        law       Counter-Plaintiff                 is       entitled           to and hereby requests                        an


award of attorney fees including                         litigation       expenses                reasonably                and necessarily inculTed                    in




connection         with      this   action



                                                            Third      Cause          of Action

                        Breach       of Promise             To Hold Property                           for   Dorothys               Benefit



          42            Counter-Plaintiff               repeats        and incorporates                      by reference            all    of the foregoing


avennents          If   any averment             is   inconsistent        with    this       cause           of action           the averment               is   pleaded



in   the alternative          as    authorized          by Rules 47 and 48 of                          the Texas             Rules       of Civil Procedure



          43            Shelby promised Dorothy                         that    he would hold                        in    trust   for    Dorothy            all   of the



assets    that    lEduardo      gave       to   Shelby and          Wayo        and        that    he would make the income                                 from such



property         available     to    her for her            direction      as    to    their           use      These promises were made by



Shelby while            he was       residing          in   Texas         Shelby breached                        these           promises         to   Dorothy          by



failing    to     account       for the         property        that    was given                 to    Shelby and                 Wayo      by Eduardo by


                   from Dorothy                 material      facts     about         that                            including            its    nature extent
concealing                                                                                        property




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                                           Page   13




                                                                                                                                                                             01483
value     and profitability                by    failing          to    hold    and maintain              that                    as    if
                                                                                                                  property                    it   belonged    to




Dorothy        by paying              himself         income           generated        by the property by                                    to   disclose to
                                                                                                                               failing




Dorothy       that       he had done so and by                          failing      generally       to     make           the fruit     of    that
                                                                                                                                                       property


available      to    her for her         use


          44             These breaches               by Shelby proximately                    caused compensable                       harm to Dorothy


and her estate                  Based    on the        doctrines              of breach-of-contract                    promissory estoppel                    and



money-had-and-received                         under Texas                law        Counter-Plaintiff                is    entitled         to and hereby


requests      entry ofjudgment                  against       Shelby          for   actual    damages            in   an amount         to   be determined



by the   trier      of   fact    in   accordance         with          Texas law



         45              Anticipating          that    Shelby          will   plead the defense             of limitations             in response       to this




cause    of action         Counter-Plaintiff pleads                      that       Section    16.069        of the Texas Civil Practice                      and


Remedies         Code       is    applicable          and precludes                 application        of any          statute     of limitations              In



addition       Counter-Plaintiff                 pleads           under        Texas      law    the        discovery            rule        and fraudulent


concealment by Shelby                     Despite       his    fiduciary duty of full disclosure                             Shelby concealed             from



Dorothy the nature extent                       and value              of her property what he had done with her property



over    the   years and how                    much     money he had been                       paid        or otherwise               derived        from the



property      The        nature       of the   injuries      to    Dorothy and her             estate       were inherently undiscoverable


because of the relationship                    of trust and confidence                   between          Dorothy and Shelby and because


he breached          his    fiduciary          duty     of    full      disclosure        of   all   facts        that      might       affect        Dorothys




ORIGiNAL       COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE OF DOROTHY LOIUSE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                               CONTEST         OF    2010        WILL                                 Page    14




                                                                                                                                                                    01484
interests         The        injuries        to   Dorothy     and her        estate     are objectively               verifiable         because money


that     should        have        been paid         to    Dorothy      was     withheld            from her and diverted                     to        Shelbys


benefit



           46               It   was both reasonable                and necessary            for    Counter-Plaintiff to retain                     attorneys


to   prepare       and       to    prosecute        this   action      Pursuant         to   Chapter 38              of the Texas          Civil        Practice



and Remedies                     Code    and other applicable Texas                     law         Counter-Plaintiff               is    entitled       to and


hereby requests                   an award         of attorney        fees    including            litigation         expenses           reasonably            and



necessarily incurred                    in   connection       with     this    action



                                                            Fourth      Cause         of Action

           Breach                of Promise         To Pay $100000               to Adriana               and $100000               to    Sylvia



           47               Counter-Plaintiff              repeats     and incorporates                 by reference          all    of the foregoing


averments              If   any averment            is   inconsistent    with     this       cause      of action        the averment              is   pleaded



in   the alternative               as   authorized         by Rules     47 and 48 of the Texas                        Rules of Civil Procedure


           48               Shelby promised Dorothy                    that     within        thirty     days        of her death he would pay



$100000           to    Adriana         and $100000            to    Sylvia      These promises were                      made by Shelby                  while



he was     residing               in   Texas and          they were      directed to          Dorothy           at   her residence            in   Houston


Texas       Shelby breached                       these    promises      to    Dorothy             by tendering          to   Adriana          and Sylvia


checks     that    they could            not negotiate        without         waiving        their rights        in Dorothys              estate        and   their




rights    against           Shelby           self-serving      conditions        which         Shelby had no              right      to    impose




ORIGiNAL          COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR           OF TI-lB ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                             CONTEST              OF   2010    WILL                                    Page     15




                                                                                                                                                                      01485
          49         Based on the doctrines of breach-of-contract                                      promissory estoppel               and money-



had-and-received                under Texas          law      Counter-Plaintiff                  is   entitled      to and hereby requests


entry of judgment               against     Shelby     for    $200000          in   accordance               with   Texas law


          50         Anticipating           that    Shelby     will   plead the defense                 of limitations        in                  to this
                                                                                                                                   response



cause   of action         Counter-Plaintiff pleads                 that   Section          16.069        of the Texas         Civil     Practice       and


Remedies        Code       is   applicable         and precludes           application                of any     statute      of limitations            In



addition       Counter-Plaintiff              pleads        under     Texas          law the            discovery      rule        and    fraudulent



concealment by Shelby                     Despite    his    fiduciary duty           of full disclosure              Shelby concealed              from



Dorothy the nature extent                    and value         of her property                 what      he had done with               her property



over    the
               years and          how much money                  he had been paid                      or   otherwise        derived          from the



property       The    nature      of the    injuries     to   Dorothy and her              estate       were inherently undiscoverable


because       of the relationship           of trust and confidence                 between            Dorothy and Shelby and because


he breached        his     fiduciary        duty    of     full   disclosure         of    all    facts      that   might      affect         Dorothys


interests       The   injuries       to    Dorothy       and her      estate        are objectively              verifiable        because       money


that   should     have      been paid         to    Dorothy        was     withheld              from her and diverted                   to    Shelbys


benefit



          51         It   was both         reasonable         and necessary              for   Counter-Plaintiff to retain                     attorneys



to   prepare    and   to   prosecute         this   action        Pursuant          to    Chapter 38 of the Texas                     Civil Practice



and Remedies          Code         and other applicable               Texas         law        Counter-Plaintiff              is   entitled      to and




ORIGINAL        COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                         CONTEST              OF     2010   WILL                               Page    16




                                                                                                                                                             01486
hereby requests           an award           of attorney fees          including           litigation       expenses         reasonably          and


necessarily incurred                in   cormection      with   this   action



                                                       Fifth Cause           of Action

         Declaration               of Invalidity      of Donation           Agreement dated January                          11   2005


           52        Counter-Plaintiff repeats                  and incorporates                by reference         all    of the    foregoing



averments       If   any averment            is   inconsistent with          this    cause      of action        the averment        is   pleaded



in   the alternative          as    authorized       by Rules     47 and 48 of the Texas Rules                          of Civil Procedure


           53        On       January             2015    Shelby produced                 for    the             time                            of
                                                                                                       first                photocopy


document        dated         January        11      2005       written       in     Spanish           entitled       CONTRATO                   DE

DONACION             the Donation                 Agreement            The Donation Agreement                       purports to be signed



by Eduardo      and Dorothy



           54        By   order dated         January       292014           Shelby was           ordered      by   this    Court    to   produce


documents       such     as   the Donation Agreement                   no   later   than February            282014          His production



of the Donation Agreement                    on January           2015 was               over    ten months         late



           55        On   the date of the Donation                 Agreement Eduardo                        was     dying    and on hospice



care     Fifteen     days          later Eduardo         died     The        Executor           believes       and now                    that    on
                                                                                                                              avers


January     112005        Eduardo           lacked    the requisite         mental capacity            to   make        legally enforceable



contract



           56        The Donation Agreement                     states      that    it   was    signed      in    Reynosa Tamaulipas


Eduardo     was    not    in       Reynosa     on the date of the Donation Agreement



ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY IIDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                    Page    17




                                                                                                                                                       01487
            57          In the seven years that              Dorothy lived            after   the date of the Donation             Agreement

she              mentioned
      never                         it   to   either      of her daughters            both    of    whom        lived near her in Houston



or to   her son-in-law             the Executor                 whom        she      saw   frequently           or in her correspondence



which       was    extensive             or    in   her    personal        notes      where        she    wrote                         about
                                                                                                                    extensively                      her



financial        situation         Indeed           during   those seven years               she    made numerous             statements         both



written     and oral        that    are       inconsistent          with   the existence           of the Donation Agreement


          58            Based on the foregoing                  facts      and others         the Executor                       and therefore
                                                                                                                    believes



avers     that    the Donation             Agreement           is     forgery



          59            The Executor                believes         and    now       avers        that   the    Donation        Agreement            is




unenforceable            for lack        of consideration             or   in   the alternative           for   failure   of consideration


          60            There      exists       an actual       controversy           between         the    Executor      and Shelby           as    to




whether or not the Donation Agreement                                 is    valid      and enforceable             contract



          61            Consequently                under Chapter 37 of the Texas                         Civil Practice         and Remedies



Code      the     Executor         hereby           requests        entry       of     judgment           declaring       that   the    Donation



Agreement          is   invalid and wholly unenforceable



          62            Pursuant      to      Section     37.009 of the Texas Civil Practice                       and Remedies         Code         the



Executor         requests     an award              of costs and reasonable                  and necessary           attorneys         fees as       are



equitable and just




ORIGINAL         COUNTERCLAiMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR          OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                           CONTEST          OF    2010     WILL                         Page        18




                                                                                                                                                           01488
                                                                  Prayer for Relief


          WHEREFORE                         PREMISES                  CONSIDERED                     Counter-Plaintiff               James           Thomas


Dorsey Independent Executor of                                  the Estate         of Dorothy         Louise Longoria               Deceased            prays


that
       upon      due notice            and        trial    by jury or upon hearing                         on motion         for     entry        of default



judgment        or motion for              summary judgment                    the Court renderjudgment                      for Counter-Plaintiff



and against Counter-Defendant                             Shelby Longoria                  awarding the following                  relief    under Texas


law


                             decree        commanding                 Counter-Defendant                    Shelby       Longoria            to    render    an



accounting       of    all   property        that     was        owned        in   whole or     in    part     by Dorothy Louise Longoria


and    that   was     within     his       possession             custody           or control        and      all   transactions           affecting       her




property       and an accounting                    of    all   actions      taken    by him         as   her agent        or trustee            specifically




including            complete          accounting               of    all   monies withdrawn                  from Dorothys                  Accounts           in




Mexico


                       an award            of actual            damages from and                     against       Counter-Defendant                   Shelby



Longoria        in    amounts         to   be determined by the                    trier   of fact    in   accordance          with Texas            law    but



the    maximum          amount             of actual            damages       currently        sought         by Counter-Plaintiff                      while




reserving       his    right    under Texas                 law      to     amend    this    pleading         to
                                                                                                                     request        greater or lesser



amount        as more        evidence        is   uncovered               and the whole        truth       comes      to   light      is    $43500000




ORTG1NAL        COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                              CONTEST          OF     2010    WILL                                  Page       19




                                                                                                                                                                     01489
                       an award           of exemplary damages from and against Counter-Defendant
                                                                                                                                               Shelby



Longoria        in    amounts        to   be determined               by the   trier   of   fact    in   accordance        with Texas law but


the    maximum         amount         of exemplary damages                      currently         sought     by Counter-Plaintiff while


reserving       his    right     under Texas              law    to    amend       this   pleading          to   request         greater or lesser



amount     as   more evidence                        uncovered        and the whole          truth       comes
                                               is                                                                 to    light     is   $10000000

                       an award            of attorney           fees     including           litigation         expenses         reasonably       and


necessarily incurred                by Counter-Plaintiff                 in    connection          with     each of      his    causes    of   actions




under Texas law



                            decree        commanding             Counter-Defendant                   Shelby Longoria              to    disgorge     all




profits   received          by   him        or by others         for his benefit              as      result     of      breach        by him of    his




fiduciary duty         to    Dorothy           Louise Longoria



                         decree       imposing              constructive           trust     on    all   property       acquired        by Counter-


Defendant Shelby Longoria                             or by others       for his benefit            by means of             breach of fiduciary



duty   owed     to    Dorothy Louise Longoria


                      an award            of prejudgment                interest    on      all    actual    damages        at   the    highest    rate




authorized       by law        to   the date of          judgment


                      an award            of   all    costs incurred          by Counter-Plaintiff               in    the course       of preparing



and prosecuting             this    civil      action




ORIGiNAL COUNTERCLAiMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORTAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                       Page 20




                                                                                                                                                           01490
                     an award       of postjudgment            interest       on   all   monetary          relief    at   the highest           rate




authorized        by law from the date of judgment                    until    paid


             10            judgment      declaring     that   the Donation            Agreement            dated     January           11 2005


is   invalid and wholly unenforceable




             11      all   writs and processes          necessary       to    collect     the        judgment and


             12      all   other relief    to   which Counter-Plaintiff                  is   entitled     or which        the Court          may


deem        appropriate     under the circumstances              and the applicable law



            Any   inconsistent      allegations        or prayers       for    relief     are pleaded in the                 alternative          as




expressly authorized           by   TEx          Civ          47 and    48


               Reservation       of Rights       To Amend and To Supplement                                This Pleading



            Because Counter-Plaintiff presently does not know                                  all   of Counter-Defendants                      acts




and omissions          that   caused harm         to   Dorothy        Louise        Longoria           or her       estate        or   all   of the



relevant circumstances            surrounding          such    acts   and omissions Counter-Plaintiff                              anticipates




that   it   may be   necessary      to   plead additional         causes       of action           after   discovery         is   completed



Accordingly          Counter-Plaintiff          hereby reserves           the rights          to   amend and         to   supplement            this




pleading




OPJGINAL COUNTERCLAIMS  OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                   Page     21




                                                                                                                                                       01491
                                                  VERIFICATION

STATE OF TEXAS


COU1TTY OF DALLAS


         BEFORE ME the           undersigned authority          on   this   day appeared           in   person   James Austin
Fisher and   made    the following        statement      under oath



               My name         is   James Austin Fisher              am     one of the attorneys of
               record    for   James Thomas Dorsey Independent Executor of the

               Estate   of Dorothy Louise Longoria                 Deceased            in   Case Number
               414270     in   Probate        Court Number One of Harris County Texas
               and      am   authorized        under Rule 14 of the Texas Rules of Civil
               Procedure       to    execute    this   verification on his behalf               have read
               the averments set          forth    in paragraphs      53                    60 above      and
                                                                            through

                 affirm      that     those    avennents     are either       within         my    personal

               knowledge            or are supported      by evidence        of which          am aware
               and are    true      and correct




                                                             James Austin         Fisher



         SUBSCRIBED       AND SWORN TO BEFORE ME                             the undersigned authority                by James
Austin   Fisher on February          11 2015




                                                             Notary Public         in and for                         Texas



                                                                                             tyl                        ws
                                                             Printed    Name       of Notary Public



                                                             My   Commission                Expires              ei




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF TIlE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGOFJAS THIRD AMENDED                          CONTEST         OF   2010    WILL                          Page 22




                                                                                                                                 01492
     DATED    February   112015


                                  Respectfully    submitted


                                  /s/Jwnes    Austin Fisher

                                  James Austin Fisher

                                    State    Bar of Texas     Number 07051650
                                    email address         jfisherfisherwelch.com
                                  Shannon      L.K   Welch
                                    State    Bar of Texas     Number 90001699
                                    email address          swelch@fisherwelch.com
                                  FISHER         WELCH
                                    Professional       Corporation
                                  Ross Tower       Suite    2800
                                  500 North Akard          Street

                                  Dallas     Texas 75201

                                  Telephone       214.661.9400

                                  Facsimile       214.661.9404



                                     Wesley      Holmes
                                    State    Bar of Texas     Number 09908495
                                    email address          wes@wesholmes.com
                                  THE HOLMES LAW             FmM
                                  10000 North        Central Expressway     Suite   400
                                  Dallas     Texas 75231

                                  Telephone       214.890.9266



                                  ATTORNEYS FOR COUNTER-PLAINTIFF
                                  JAMES THOMAS DORSEY
                                  INDEPENDENT EXECUTOR OF
                                  THE ESTATE OF DOROTHY
                                  LOUISE LONGORIA DECEASED




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                         Page   23




                                                                                           01493
                                    CERTIFICATE              OF SERVICE

        hereby   certify   that   on February 11 2015                   true   and conect copy of this document
was served on Shelby Longoria           through     his   attorneys of record        named below   in   the manner

indicated and in compliance         with   Texas    law


      Johnny        Carter Richard             Hess and          Kristen       Schiemmer
      Susman Godfrey L.L.P
       1000 Louisiana      Street      Suite 5100

      Houston Texas 77002-5096
      BY EMAIL          TO    jcarter@susmangodfrey.com                        rhess@susrnangodfrey.com           and

      kschleinrnerjsusrnangodfrey            corn



      Robert      Maclntyre       Jr

      Maclntyre    McCulloch         Stanfield     Young
      3900 Essex Lane         Suite 220

      Houston Texas 77027
      BY EMAIL TO          rnacintyre@rnrnlawtexas               corn




                                                           /s/   James Austin Fisher
                                                           James Austin Fisher




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WiLL                                                     Page    24




                                                                                                                        01494
                                                                                                     NO 414270
 IN   THE ESTATE                OP                                                                                                                                          IN     THE PROBATE                                      COURT

DOROTHY              LOUiSE             IONGORIA                                                                                                                            NUMBER ONE                                              OP

DECEASED                                                                                                                                                                    HARRIS COUNTY TEXAS

                                                                                DOCKET CONTROL                                                      ORDER

         The      following        Docket            Control             Order         shall        apply            to    this      case           unless           moditled                         the    coutt             If           dale
                                                                                                                                                                                              by                                     no               is    given
below   th    item     is   governed          by    the    Texas            Rules       of Civil           Procedure




                                        JOINDER                       All                        must          be     added              and
                                                                             parties                                                                 served                whether             by amendment                           or    third
                                                                                                                                                                                                                                                           party
                                        pivotice           by       dat ThE PARTY CAUSING ITE IOINDER SHALL FROVLDE
                                                                  this
                                                                                                                                                                                                                                                      COPY
                                        OF      THIS           DOCKET CONTROL   ORDER AT DIE TIME OP SERVICE

                                        EXPERT                  V/ITNESSES                         DESIGNATION                                       Expcrt                witness                                             are                           and
                                                                                                                                                                                              designations                                required
                                        must        be towed                by the      thllowing                   dales          The         designation                    must         include           the       infonnatson                 listed      in

                                        Rule        1942fl                   and                  Failure            to timely                respond               will      be     governed               by     Rule          19.6



             /t5                        Experts           for partica
                                                                                 seeking            affirmative                  ralitf

             3iI                        All     other      experts



                                        ALTERNATIVE                              DISPUTE                   RESOLUTION                                     Mediation                      Ii   hereby             ORDERED                       and         iball
                                        be completed                    by      Ibis    date


             ILIJLjj                    DISCOVERY                           PERIOD                 ENDS                    AU       diaoovty                    must           be     conducted                   before             the    end       of     the

                                        discovery              period           Parties          seeking             dtseuvtey                 must         serve                                                              Sir    in
                                                                                                                                                                             requests            sufficiently                               advance           of
                                        the    end        of    the                                                 that    the     deadline                for
                                                                        discovery                period                                                               responding                   wiul      be        within         the     dicuvery
                                        period            Counsel                            conduct                                                                  this
                                                                                may                                 discovery                      beyond                          deadline                 by     Rule              11     agreement
                                        Incomplete               discovery              will not           delay           the      trial




                                        DESPOSIT1VE                         MOTIONS                      AND PLEAS                             Must            be     heard          or act        by       submission                    as follows



                                        Dispositivr              motions               or    pleas         subject            to     an                                                               must        be      considered
                                                                                                                                               interlocutory                       appeal                                                           by      this

                                        date

         9f3Oj5                         Suntmary               judgment             motions              not                                  an
                                                                                                                    subject         to               interlocutory                   appeal            must        be      considered               by      this


                                        date

Cc       813/j5                        Rule         166ai          motions                         not     be        considered                    before
                                                                                       may                                                                          this      date



              lfIdilS                  ChALLENGES                               TO EXPERT                              TESTIMONY                                     All       motions                to     exclude                                        and
                                                                                                                                                                                                                                     testinrony

                                       ovideistiary              clsnfleisgcs               to     export            testimony                     must        be          flied     by        this        date         unites             extended           by
                                       leave        of    court



         SLILL                         PLEADINGS                         AU      amendments                         sod     supplements                        must           be                           this date             This         order        does
                                                                                                                                                                                     filed       by
                                       not     preclude           prompt            filing         ofploasJmgs                     directly            responsive                  to      any        timely           tiled
                                                                                                                                                                                                                                 pleadings



         j21jfl                        WRITTEN                   STATEMENTS                               OF          TILE          PARTIES CONTENTIONS                                                          are      to    be    filed        with      the

                                       Court        and exchanged                      between             the                       counsel                         thia date
                                                                                                                     parties                                by


                                       AGREED                   WRITTEN                          STIPULATIONS                                  axe        to        be       filed        with         the        Court             and       exchanged

                                       between            the    parties         counici            by         tbi     dstn




                                       CONTESTED                            ISSUES               OF FACT arc                             to    be      filed          with         the        Court          and exchanged                         between

                                       parties       counsel            by      this    date




                                       PROPOSED                       IURY             CILARGE                       QUESTIONS                                 INSTRUCTIONS                                      AND DEIrINTIONS
                                       are     to   be    filed with             the    Court            and        exchanged                  between                pasties            counsel                               date
                                                                                                                                                                                                             by    this




                                                                                                                                                                                                                                                                    01495
                              MOTIONS                   LIMINE           nittet   be     filed    with     the   Ccort    by   this        date




          j/Il6               PIUtTRIAL              CONFERENCE                        Parties     shall    be    prepared          to    disesss       all
                                                                                                                                                               aspects
                                                                                                                                                                              of   trial   with

                              the   court   on   this    date      TIME                3O        p.m      This    mtfer        rosy        be     DISMISSED               FOR WANT
                              OF PROSECUTION                       for    fUurs          to   appear        at Pretrial



10        lL                  TRIAL         If not      assigned    by     the    second         Friday     following
                                                                                                                             this        date     the   case    will     be   reset




        Days         Bench                  lury                   Panel




Sied                                                 Judge


PARTY          Sreby                                                                                        PARTY
Counsel      Name      ts      t.u     Cctist.ete                                                 C-         Counsel         Name                 st                          C.

Address        O0q     LcL    a_ans              -----
                                                                                                            Couneats5
Tdephonei
Telecopier                  7i3554.666
Email




               yl Driey Ain                                     L.s.xr0

PARTY        .cd%l4f                             P4ry
Counsel   Name         TsuicsA          Fthc                    Ex

Counsel

          FnrI
                    1w 4C
Firm
Address                                          2fOO

             N.Akdf.1.4IdS1                                                       2Oi
Telephone       V4f         p4s     -tO
Telecopier                  6L.i

Emafl                                                                                                        Email




                                                                                                                                                                                                  01496
Petition   for   Writ    of    Mandamus              Conditionally Granted             in   Part and Denied

in    Part and Opinion          filed   July   16 2015




                                                       In   The


                          intnU nutt uf pid
                                              NO      14-1S-00261-CV




                              Thi   RE SHELBY LONGORIA                       Relator




                                        ORIGINAL PROCEEDING
                                         WRIT OF MANDAMUS
                                          Probate Court No

                                           Harris      County      Texas

                                     Trial    Court Cause         No   414270



                                                     OPINION

         On March       25 2015            relator    Shelby      Longoria    filed         petition     for    writ    of


mandamus      in this   court        See   Tex Govt Code Ann                 22.22      West 2004               see also


Tex        App      52    In the petition             Shelby asks    this   court to   compel      the Honorable



Loyd Wright      presiding          judge of Probate        Court   No       of Harris      County       to    set   aside


his              18 2015        order denying          Shelbys      motion    to   dismiss the         claims    of   real
      February




                                                                                                                             01497
party    in     interest            Adriana          Longoria            based          on     forum-selection                   clause            We

conditionally           grant the petition                 for writ of        mandamus             in
                                                                                                        part    and deny          it    in   part



                                                                 BACKGROUND


         Eduardo           Longoria             Sr         Mexican           citizen      and businessman                 was    the father         of


Shelby Longoria                    Adriana          Longoria           Eduardo          Longoria         Jr    Wayo                and Sylvia


                   In    2002            Eduardo           transferred             shares     of      his     two      Mexican           holding
Dorsey

companies            Vertice            Empresarial             S.A de C.V and Inmuebles                               Terrenos           S.A de

C.V the Mexican                           companies               to          trust      administered           by          Mexican           bank

Banca Afirme               Grupo          Financiero             Eduardo           designated           Shelby       as    60%     beneficiary


and   Wayo 40%                beneficiary            of this trust which                 the parties          describe      as    the    Afirme

Trust           At      the     same           time       Eduardo        executed              new           will     naming        Shelby           as


executor           Eduardo              also signed             Carta        de    Voluntad             or    Wish        Letter         granting


           and Adriana                   each                                 cash           be distributed               over    time       by the
Sylvia                                              $3000000            in              to



Afirme        Trust           In    December              2002     Eduardo              and Adriana            executed          an Acuerdo


Privado            or      Private              Agreement                 providing            that         Adriana         would            receive



$3000000             from the operating                   cash    flow generated              by the Mexican                companies


         Eduardo           died         in   2005         Dorothy       Longoria             Eduardos          wife       and the mother of


the   children          died       in   2012        On May              2013        Tommy Dorsey                    Sylvias      husband           and


executor        of Dorothys estate                         sued    Shelby           for       demand           for an       accounting             and


breach        of                             duty    to    Dorothy            alleging        that      Shelby            had    diverted           her
                     fiduciary


community            property             interests        to    himself            Specifically             Tommy          alleged          among

other    things         that                 Shelby had          induced          Eduardo       into        signing       the    2002        Afirme


                   which        Eduardo                                   of      his   and Dorothys            shares in the Mexican
Trust    into                                       conveyed       all




companies            and       of       which       he made         Shelby          and      Wayo       the     beneficiaries                and




                                                                                                                                                          01498
           had induced Eduardo                              into       signing           the    2002     will            leaving       all    of    Eduardos
Shelby

remaining property                to    Shelby and                   Wayo

         On     June      18       2013               Shelby              filed          will       contest             alleging       that        Sylvia    and


Adriana       had    exerted            undue           influence                 over    Dorothy             in    connection               with    her    will


which      divided        Dorothys                   estate          equally        between            Adriana            and      Sylvia          and named

                                                                                         the capacity                                  the will
Tommy         executor       and         that        Dorothy              lacked                                   to    execute                       Shelby


also sought         the removal              of      Tommy                as    executor            On    August            23 2013            Shelby       filed



   third-party         petition              alleging                that         Sylvia        and      Adriana                were     responsible           in



contribution        for   any damages                      found owing by Shelby                             to    the estate



         Adriana          answered                   the        will           contest         on      December                        2013         and     filed



counterclaims             against            Shelby                  on     January                    2014               Adriana            amended         her


counterclaims           on December                        11 2014                February               2015             and February               11 2015

Adriana                    that                         induced Eduardo                         into   entering            the     Private         Agreement
              alleged                  Shelby

and    into    believing           that         it     would              be        fair       allocation               of the        estate         She    also



counterclaimed            for tortious interference                                with inheritance                     rights     breach      of fiduciary


        tortious       inference              with          the       Private        Agreement                    breach         of the       obligation       to
duty

perform       the    Private            Agreement                      and        breach         of the            agreement            to
                                                                                                                                              pay     Adriana


$100000                   Dorothys                   death           and sought                 declaration              that    an    agreement called
               upon

the Donation                                    is    not       an    enforceable               contract.1
                     Agreement


         On                            14       2015                 Shelby          filed             motion              to      dismiss           Adrianas
                January


counterclaims           based           on            forum-selection                      clause        in       the     Private       Agreement            that



              for   exclusive               venue       in      the courts           of Reynosa                   Tamaulipas             Mexico
provides




           Adriana does not explain                        in    her      third    amended                         what    the   Donation          Agreement    is
                                                                                                  petition

              the parties to           it
or identify




                                                                                                                                                                     01499
          In response                to    the motion                   to    dismiss Adriana                 contended            that           the forum-


selection       clause does                not apply               to    her counterclaims                                the forum-selection               clause


is   unreasonable               and unjust                 in    light        of      pre-existing           fiduciary relationship                    between


Shelby and Adriana                        where             the agreement                  was made where                      the parties      resided           and


the                                        of the               Mexican              forum                  the           forum-selection             clause           is
        unacceptability


unenforceable               because              it    was       procured through                     fraud      and overreaching                 by Shelby


and           Shelby waived                      his       right        to    enforce          the   forum-selection               clause       by    litigating



Adrianas            counterclaims                     in   the     trial      court for              year   without            invoking        the clause



          The       trial    court held                     hearing            on Shelbys              motion         to    dismiss on February                       12

2015      and signed             the order denying                            Shelbys           motion on February                      18 2015


                                            II        MANDAMUS                      STANDARD            OF REVIEW


          To be           entitled         to         mandamus                 relief           relator      must demonstrate                              the    trial




court    clearly          abused           its        discretion              and              the    relator        has     no adequate          remedy              by


appeal         In    re    Reece           341         S.W.3d                360 364           Tex 2011               orig proceeding                             trial




court        clearly        abuses              its        discretion               if    it   reaches               decision           so     arbitrary          and


unreasonable               as   to        amount            to          clear        and prejudicial                 error      of law or        if   it
                                                                                                                                                            clearly



fails   to    analyze           the       law          correctly              or    apply       the    law      correctly          to    the    facts            In    re



Cerberus         Capital         Mgmt L.P                         164 S.W.3d                   379    382     Tex 2005                  orig proceeding

per curiam                       trial      court           abuses            its   discretion         when          it    fails to     properly       interpret



or apply            forum-selection                         clause             In    re Lisa          Laser          USA       Inc      310     SW.3d            880

883     Tex 2010                      orig                 proceeding                    @er     curiam                   An     appellate        remedy               is




inadequate           when                 trial         court           improperly              refuses         to    enforce                forum-selection


clause       because         allowing                 the       trial    to    go forward will                  vitiate        and render        illusory             the




                                                                                                                                                                            01500
subject          matter        of an           appeal              i.e        trial      in   the        proper          forum             Id       Thus             mandamus

relief      is   available              to    enforce          an       unambiguous                      forum-selection                   clause             Id


                                             HI       Scope of the Forum-Selection                                              Clause



            Shelby            argues             that        most of Adrianas                              claims         fall     within           the        scope           of the


forum-selection                     clause          in     the Private Agreement.2



            Forum-selection                          clauses            are     generally                enforceable               and presumptively                            valid


In     re   Laibe             Corp             307           S.W.3d            314            316        Tex 2010                     orig proceeding                                per

curiam            In      re Intl Profit                      Assocs               Inc        274         S.W.3d           672        675         Tex 2009                          orig

                                                                               court abuses                        discretion              in                                 enforce
proceeding                per curiam                               trial                                    its                                  refusing               to



     forum-selection                      clause             unless          the        party      opposing               enforcement                 meets              its    heavy

burden of showing                            that              enforcement                    would             be unreasonable                     or unjust                         the




                                                                                                    to    the forum-selection                    clause he              can    enforce
                 Shelby contends                    that      as        non-signatory

the clause            under    estoppel             principles                Even       though          Adriana has            not     argued        that         Shelby cannot

enforce      the       forum-selection                  clause          in   the     Private       Agreement              based       on    the     fact      that       he    is    not

signatory        to    the    Agreement              we       nonetheless                address         this    issue


                                                     theories                                                                   enforce          arbitration
            Equitable              estoppel                             allowing          non-signatories                 to                                            agreements

also apply        to    forum-selection                    clauses            Deep        Water Slender                 Wells     Ltd            Shell     Intl         Exploration

     Prod Inc                234        S.W.3d        679 69394                     Tex         App.Flouston                               Dist 2007 pet denied
citing      Phoenix          Network           Techs          Europe               Ltd          Neon Sys Inc                    177 S.W.3d             605 62224                     Tex
App.Houston                              Dist 2005                 no    pet.                  person
                                                                                                                who     has     agreed      to     resolve          disputes         with

one party        in      particular forum may be                              required        in   some         circumstances            to resolve            related         disputes

with    other     parties
                                   in   the   same         forum              Smith           Kenda Capital                    LLC    45         S.W.3d        453 458               Tex
                                              Dist         2014         no     pet.           Under         the                   of direct          benefits            estoppel
App.Houston                                                                                                        theory

                                    enforce                  forum-selection                  clause        that        contains      other         terms          on        which     the
nonsignatory             may
signatory        plaintiff         must        rely     to
                                                     prosecute      Id In re       its    claims                           Cornerstone Healthcare Holding

Grp Inc           348        S.W.3d           538 54445 Tex AppDallas 2011                                                 orig    proceeding                  Direct          benefits

estoppel         applies       when              signatorys                  claim       against            nonsignatory              references              or    presumes           the

existence        of the written               agreement             containing             the     clause          Smith        451      S.W.3d          at    458           Adrianas

claims                       Shelby clearly                  reference          or       presume         the     existence        the      agreement               containing          the
            against

forum-selection               clause i.e the Private                           Agreement                  Therefore             Shelby may             enforce           the forum-

selection        clause       in   the Private             Agreement               to    the extent        that    it
                                                                                                                        encompasses               Adrianas              claims




                                                                                                                                                                                             01501
clause      is       invalid       for       reasons              of fraud        or        overreaching                  enforcement                   would


contravene                strong        public         policy           of the forum              where     the   suit    was brought                   or


the    selected           forum         would          be        seriously        inconvenient              for   trial        Laibe          Corp           307


S.W.3d          at   316          In    re    ADMInv                   Servs          Inc        304     S.W.3d      371           375       Tex 2010

orig proceeding


           The       court        must        first    determine             whether             the    claims    fall    within             the   scope of

the    forum-selection                       clause              Deep        Water          Slender         Wells        Ltd        234        S.W.3d         at



 8788             The       court bases               its        determination              on the language of the                      clause      and the


nature     of the claims                 purportedly                   subject        to   the forum-selection                clause           Id    at   688

If   the   claims         fall    within       the scope                the court must determine                    whether             to    enforce        the


clause       Id


           In    construing                   contract             we     must         ascertain         and give        effect         to    the parties


intentions           as    expressed             in        the     writing        itself           Italian    Cowboy Partners                        Ltd


Prudential            Ins         Co     of    Am           341         S.W.3d             323    333    Tex 2011                   If         contract        is




worded       so that         it   can    be given                  certain       ordefinite            meaning      then      it   is   unambiguous

and the         court       will       construe             it    as      matter            of   law     El Paso         Field          Servs        L.P

MasTec                Am          Inc         389      S.W.3d             802          806       Tex 2012                if   after          applying        the


pertinent         rules          of contract               construction                the       contract    is   subject          to    two       or     more

reasonable           interpretations                  the         contract       is    ambiguous             Id     The       court          must enforce


an unambiguous                    contract            as          matter      of law without                 considering            parol          evidence


DavidJ           Sacks           P.C          Haden               266 S.W.3d               447     450   Tex 2008              per curiam


           The       Private Agreement                           between         Eduardo           and Sylvia       provides            the following


in   relevant        part




                                                                                                                                                                    01502
First            Regarthng                 TUE TRUST                                            The         parties           recognize               the

validity         and        scope        of the             TRUST                        and         in    this    regard           they        are      in


agreement with                    all    its   terms         and conditions                           and therefore declare                         that


the      agreement                is    the         final        and        definitive                will        of the           parties            and

therefore             they         comply             with            all    terms              and         agree           that        the     shares

contributed            to    it    are to       be transferred                     to    the designated                     beneficiaries



Second               Paymeitt            to     ADRIANA LONGORIA KOWALSKL                                                                           It   is


the will        of her father                  that     the       amount                of     $3000000.00                     three million

U.S       dollars            be delivered                   to        his    daughter                 ADRIANA                      LONGORIA
KOWALSKI                          from         the          operating                   cash          flow         generated                  by      the

companies              represented                  by the shares                   contributed                   to    the    TRUST                     or

by     their    subsidiaries                   and therefore                  it    is        the    obligation              of    EDUARDO
AND             SHELBY                  LUIS           LONGOR1A                               KOWALSK1                        in        the     terms

mentioned             below


On      the     date       this     Agreement                    is    signed             the        balance           to    be delivered                to


ADRIANA                    LONGORIA                         KOWALSKI                            in        terms         of the          preceding

paragraph                  amounts             to     the        sum         USD               $2069100.00                         two         million

sixty-nine             thousand                 one          hundred                    U.S               dollars             according               the

statement            of account that                  is    attached              hereto


By       virtue       of the            foregoing                an     annual                amount          of $150000.00                         one
hundred          fifty       thousand                U.S         dollars            of principal                  and        interest          will      be

given           to         ADRIANA                     LONGORIA                                KOWALSK1                            in      monthly
installments                of $12500                 twelve                thousand                five     hundred               U.S        dollars

until     the        complete             payment                 of        the     balance                referred           to    above                In

addition             the    balance            payable            shall       earn              normal            interest          rate       of   75%
seventy-five                percent             of the prime rate published                                            by the Wall              Street

Journal




Third           Final        and         Definitive                   Will of the                    Parties                The    parties          state


that     this        Agreement                 is     the     final          and          definitive              will        of    the        parties

therefore            they         are in agreement                      with            all    its    terms            further stating                that


there      is   no mistake                 fraud            bad faith or any                              defect       of will          that    might
affect     their                                       or decision                                          the content
                       understanding                                                regarding




                                                                                                                                                              01503
      The TRUSTs obligation to deliver                                                    the         mentioned                quantities               to


      ADRIANA LONGORIA KOWALSKI                                                            in    the       terms        set        forth      herein
      shall        continue         in    effect        until    full       payment acknowledging                                        that        after


      payment            of the          amounts          referred              to   in        this    Agreement                    ADRIANA
      LONGORIA KOWALSKI                                     shall          be    satisfied            in relation             to    any present
      or     future       obligation           charged            to       the       TRUST                   assets       or        to     those        of

      Messrs            EDUARDO               and        SHELBY                 LUIS           LONGOPJA KOWALSKI

      Fourth                  Jurisdiction               and       Mexican                     Law               This         Agreement                  is


      established              under        the     jurisdiction                and       laws         of the         United               Mexican

          States         Therefore            the        parties           exclusively                 submit            to        the     laws         of

      Mexico             thus        they      expressly               waive              the         application              of        any         law
      regulation              provision            or    rule     of any             jurisdiction                other        than         Mexico
      which         might           correspond            to     them           due       to      their       residence                  paternity

      citizenship              domicile            kinship        or commercial                        relationship                     Therefore
      in    the event          of any interpretation dispute or any aspect related                                                              to    this


      Trust         they       expressly            submit            to    the       court           of     the    city           of Reynosa

      Tamaulipas               Mexico


      Likewise                the     issuance            of     any        law            regulation               or        provisions                in


      jurisdictions             outside        the        Republic              of Mexico                   or     any        act       performed
      outside           the    national            territory           by       any       party            seeking            to              impose
      restrictions             on    this   Agreement                  or   to       impose            the    performance                     of      acts

      different          from the purposes                      for        which          it    is    authorized ii impose
      taxes duties or tax burdens other than                                          those           under Mexican                      Law          iii

      expropriate               limit       confiscate                seize          dispose            of       freeze            or    otherwise

      affect       the rights of the Agreement                              based          on federal               state          or municipal

      laws         outside          the   jurisdiction                of the          Republic               of Mexico                    shall        not

      apply        to   this    Agreement                 in    all    eases         the        jurisdiction             and laws               of the

                          of the          United         Mexican                States          being        applicable                  under         the
      Republic
      terms of the previous                    paragraph


      Having            seen    and read the               foregoing                 the        parties       sign       it    in       the    city     of

      Reynosa            Tamaulipas                on     DECEMBER                        17th 2002


      The Fourth Clause of                          the    Private              Agreement                  contains           two        paragraphs           that



address     the    choice       of forum             and        choice           of law provisions                             The         first      paragraph




                                                                                                                                                                     01504
provides        the    following         with        respect          to    the    forum          selected           by the parties          in        the


event      of any         interpretation                 dispute           or     an     aspect         related        to    this     Trust           they


expressly submit to              the courts              of the      city   of    Reynosa              Tamaulipas            Mexico.3


          Adriana          contends          that        the        forum-selection               clause            does    not     apply        to    the


Private       Agreement          because            it
                                                          specifically            applies         to    the     Afirme        Trust         Eduardo


created       the     Afirme                   into        which           he placed            his     and Dorothys                shares       of the
                                  Trust

Mexican         companies              The     Third           Clause of the                  Private    Agreement             expressly          states



that    the    source      of the       payments               made         to    Adriana          under        the       Agreement          was       the


Afirme        Trust       Adriana        specifically                alleged           that            Shelby        induced        Eduardo           into



entering        various         transactions              that        would            increase         his     own         inheritance           while



decreasing          the   inheritances          of       Wayo          Sylvia           and Adriana                 and        Shelby induced


Eduardo         into    entering       the    Private Agreement                         and      into   believing           that    this   would be


  fair    allocation        of   his    estate            Adriana           further asserted                  that    Shelby        did not       make

the required           payments         from the Afirme                     Trust         but     from Eduardos funds                       and then


from      Dorothys             funds    after        the       death        of Eduardo                   Shelby           ceased     making            any


payments         in    October 2010


          In the       First    Clause of the Private                       Agreement Adriana                         recognized           the    scope


and                    of the Afirme           Trust        and that the Mexican                         companies            held    in   the Trust
        validity


would         be the      source       of money                to    make         the     payments             to    her    under      the   Private



Agreement              Adriana     acknowledged                      this   in    her response            to    the    mandamus            petition



          The Afirme            Trust    is    the designated                    source        of funds        to    pay Adriana           under the


Private       Agreement            Without           the       Afirme Trust there would                              be no causes           of action


against       Shelby       for interference                with        inheritance              rights        tortious       interference             with



              Emphasis added




                                                                                                                                                             01505
the   Private      Agreement               breach           of   his      contractual                obligation           to    perform the Private

                              breach            of                                                   related                   the
Agreement               or                             his       fiduciary               duty                        to               purported            trust



relationship           created      by   the Private             Agreement


           Adriana           contends           that        even         if   the        forum-selection                   clause      applies        to    the


Private     Agreement which                      she       implicitly
                                                                               conceded               would      encompass                 her claims        for



tortious     interference             with           the     Private          Agreement                 and    breach             of the         contractual



obligation        to   perform the Private Agreement                                      it    still   does     not       apply      to    her claim for


tortious interference                with        inheritance              rights               Adriana         has        focused       on the forum-


selection        clause       as    applying           to     the     Private            Agreement               As            explained         above      the


forum-selection               clause       is   applicable               to   Adrianas                claims     because              she    would         have


no grounds for her allegations                             without        the Afirme                 Trust



           Moreover            courts       have           consistently                 held     the     language               any     interpretation


dispute      or any          aspect        related          to      is   broad            See e.g              TGI Fridays                  Inc         Great


Nw    Rests            Inc     652              Supp         2d 750                759    N.D Tex 2009 Forum selection
clauses     cover        claims      relating              to    an      agreement are broad                     in       scope RSR                 Corp

Siegmund           309 S.W.3d              686         701       Tex          App.Dailas                      2010         no     pet       The       phrase


relates     to      in   particular             is   recognized               as        very     broad        term              internal         quotes     and


citations    omitted               see     also       Young               Valt.X          Holdings             Inc         336       S.W3d         258      263


Tex App.Austin                           2010          pet        dismd                  holding          that       each            fraud        breach      of


fiduciary        duty        and     securities             claim        arises under                    or    relates            to       the    stock     sale



                              was        encompassed                     by        the      forum-selection                      clause            Adriana
and     therefore


furthermore              cannot       plead           tort       claims            to    avoid          the    application             of the         forum-


selection        clause      if    those    causes           of action             relate       to   the Afirme                Trust       See     My     CafØ

CCC        Ltd          Lunchstop               Inc         107 S.W.3d                  860      866      Tex         App.Dallas                   2003      no


                                                                               10




                                                                                                                                                                   01506
pet      Pleading           alternative               noncontractual                   theories           of    recovery            will    not        alone


aoid            forum      selection             clause              if    those      alternative               claims        arise        out    of the


contractual        relations        and implicate                the contracts                terms.

          Adriana       does        not    address              her        claim      for     breach           of the      fiduciary           duty         that



allegedly       arose     prior to        the    existence                 of the Private Agreement                            We        nonetheless


address        whether      Adrianas                  pre-contractual                  tort     claim          is    subject        to     the    forum-


selection       clause          This           court         and           other      courts          have          held     that        fraud-in-the-


inducement          claims      can        be     subject                 to        forum-selection                 clause        because         it        is




dispute     involving         the    parties           agreement                    See e.g           Clark               Power       Ivfktg      Direct


Inc      192 S.W.3d           796 799800                    Tex App.Houston                                            Dist 2006                 no    pet
My     CafØ-CCC Ltd 107 S.W.3d                                  at    867       see   also Accelerated                     Christian        Educ            Inc


      Oracle    Corp       925 S.W.2d                  66       73        Tex AppDallas                         1996        no writ overruled

in   part on other grounds                 by In           re    Tyco Elecs                 Power Sys Inc                    No      05-04-01808-


CV      2005     WL     237232            at           Tex             App.Dallas                    Feb            2005          orig     proceeding

               denied           mem op                                stating           that          pre-contractual                    claims              for



misrepresentations             made        before          the       execution          of the contract               are not        excluded from


the    scope     of the     forum-selection                      clause             merely because                  the    conduct         took        place


before    the      contract     came            into       existence                  This      court          however            did      not    address


whether            forum-selection                    clause           necessarily             encompasses                  all     pre-contractual


claims      Clark       192    SW.3d             at    800


          As    explained       above           the        forum-selection                  clause        is   very       broad      encompassing


any      interpretation         dispute               or    any        aspect         related        to   this      Trust            When             all    the


claims     arise    out    of the parties                   contractual               relations           and implicate              the     contracts


terms the forum            selection           clause           will encompass                 all   the causes            of action        relating             to



                                                                               11




                                                                                                                                                                      01507
the    agreement                   My     CqfØ-CCC Ltd                        107       S.W.3d          at    866          Adriana          claims           that



              had assumed                    fiduciary           duty    to     her     by making              payments             to    her    from the
Shelby

Mexican          companies               ten    years       prior to            the     execution            of the            Private     Agreement

Those                             then     continued             from the             funds       of the       Afirme             Trust         Adrianas
           payments

                              claim       for   breach           of fiduciary duty                implicates              the Afirme            Trust        and
pre-contractual


is    subject        to     the   forum-selection                 clause              There would              be no breach                of fiduciary



duty    without            the trust



          Adriana            further asserts              that    the forum-selection                      clause         does not apply                to    her


claim     for       breach        of the promise              between            Shelby and Dorothy                        to     pay her $100000


         Dorothys                 death        Shelby       concedes            that        Adrianas          claim        for the        breach        of the
upon

                to            her    $100000                        Dorothys                 death      does       not     fall    within       the scope
promise               pay                                 upon

of the forum-selection                    clause


          As         to     her    request          for       declaratory              judgment              that     the         January        11 2005

Donation             Agreement            is    unenforceable                 Adriana           first     pleaded her request                      the       day

before        the     hearing        on        Shelbys           motion          to    dismiss             Adrianas               petition       does         not


explain       what the Donation                      Agreement            is no copy              of the agreement was attached                                to



the    petition           and there was no briefing on the                                   applicability           of the forum-selection


clause     to    this       claim        Shelby           however             contends          in   his     mandamus               petition       that       the



agreement             bears       directly      on the manner                   in    which       payments               would       be made under


       Private                                                                        the                    for                                judgment
the                       Agreement                 Shelby       suggests                    request                      declaratory


was     not     before        the    court          and                 trial        court    will      be able           to    address         the proper


venue     for        this    claim                          the     Donation                Agreement upon                      receiving        direction


from     this    Court relating                to    the other       claims                 The   trial      court stated            in   its   order that


it   considered            the pleadings             of the      parties        and did not carve                   out    any claims            that    were


                                                                                12




                                                                                                                                                                    01508
not    being       addressed           in    its    ruling on the motion                         to     dismiss           We      do not have enough


information                from      the     mandamus                    record        to        determine           that       the        forum-selection


clause           encompasses                 Adrianas                   claim          that           Shelby         breached               the      Donation


Agreement


            In    summary we                  hold          that     the       forum-selection                     clause    applies           to   Adrianas


claims       for              tortious       interference                with     inheritance                 rights              breach of fiduciary


duty               tortious         interference                 with     the     Private          Agreement                and              breach of the


contractual            obligation            to     perform the                  Private           Agreement                 The           forum-selection


clause           however             does      not        apply          to    Adrianas                 claim       that     Shelby          breached             the


                      to             Adriana              $100000               upon         Dorothys               death         and       based         on      this
agreement                     pay

record           we   cannot          say     that        Adrianas               claim           that        Shelby        breached          the         Donation


Agreement             falls     within       the scope              of the forum-selection                          clause


                                                   OBJECTIONS                   RAISED                  ADRIANA


            Adrianas Objections                             to the        Mandamus Record

            Adriana           complains              that        Shelby          cites        in      his     mandamus             petition              materials


that   were        not     presented          to     the     trial       court in connection                       with     the    motion           to    dismiss


which        therefore              should         not    be considered                 in       the    mandamus proceeding                               Adriana


refers      to     most        of the       items         contained              in    the       mandamus                record        filed        by    Shelby

including          pleadings          filed        by the parties                      motion           to    quash        the reporters                 record     of


the    hearing         on           previously            denied          motion            to     dismiss         for     forum       non        conveniens

and    filings        related        to     the     motion          to        dismiss        for       forum        non conveniens                       The   trial




court       stated       in   the    order         that     it    considered             among               other things             the      pleadings           on


file        Moreover                  relator        must          file        certified              or sworn           copy      of every          document


that   is   material           to   the relators                 claim        for relief         and        that   was     filed      in
                                                                                                                                           any underlying
                                                                                  13




                                                                                                                                                                         01509
proceeding             Tex            App                 52.7a1                  There       is     nothing         improper about                the


items     Shelby       included           in     the    mandamus record                       and      we      are       not    aware       of    any


authority          for penalizing                  relator       for       erring       on      the    side         of over-inclusion               in



connection          with         mandamus record                          Therefore          we       reject      Adrianas            contention


that    we    cannot        consider            most     of     the       items    in     the      record       in    our       review       of the


mandamus            petition



          Objections         to     Evidence            Attached            to the      Motion         to Dismiss



          Adriana       objected           to    Exhibits                 and   3A      which         were     the       October       15 2002

Banca         Afirme         Fideicomiso                No           194-2         the       Afirrne         Trust         and             certified



translation         of the       Afirme          Trust         respectively               Johnny          Carter           one       of Shelbys


                   stated      in    his        affidavit        submitted           in      support         of      Shelbys          motion        to
attorneys


dismiss       in    relevant part



                     Attached        as     Exhibit             is        true and        correct      copy         of     document

          dated      October 15 2002                   titled    Banca          Afirme Fideicomiso                       No 194-2

                     Attached        as     Exhibit         3A       is     true and correct              copy       of         certified

          translation        of   Banca Afirme Fideicomiso                              No      194.2


          Adriana          argued     that        Carter        did       not   testify       that     Exhibit                 was         true   and


correct      copy     of the original or                that    he had personal                 knowledge             of the execution              or


terms of the           original        and         because            Exhibit       3A       was         translation             of Exhibit


Exhibit      3A     could    have           no     better       claim       of authenticity             than        Exhibit                 Adriana


requested      that    the   trial   court strike              and disregard Exhibits                        and      3A

          Shelby       asserts       that        Adriana         waived           her     objections           to    Exhibits               and    3A

because       she    did not      obtain            ruling from the               trial   court         Shelby contends                that       Rule


166a    standards          for    summary judgment                         proceedings             govern      the       motion       to    dismiss


                                                                           14




                                                                                                                                                         01510
for   improper venue                See       Tex         Civ              166a         Courts     look        to     cases     on      arbitration



for guidance           on        forum-selection              clauses             See     e.g      Snith            451        S.W.3d         at    457


Reference             to      cases        addressing           the          applicability          of         arbitration              clauses       is




appropriate          when         examining         whether            particular          claims         or     parties         fall     within


forum        selection       clauses           reach            In     re     Boehme            256      S.W.3d            878          884        Tex

App.Houston                             Dist 2008              orig     proceeding              In       deciding          whether                 party


has   waived          forum-selection               clause       the       Supreme         Court has            repeatedly              resorted to


cases    involving         arbitration         agreements.


            In the   arbitration          context the                      court     conducts                                                         to
                                                                trial
                                                                                                          summary proceeding

determine         the applicability             of an    arbitration              clause    based on the parties                        affidavits


pleadings discovery and stipulations                                   In re Estate         of Guerrero                   No    14-13-00580-


CV            S.W.3d                2015       WL       1884068              at         Tex App.Houston                                        Dist

Apr 23 2015                 pet     filed       en banc                The procedure                is    similar to                 motion          for



summary judgment                   and   is   subject     to    the    same        evidentiary           standards              Id


            Under     the        summary          judgment             standard            copies         of        documents             must        be


authenticated         to    constitute          competent            summary judgment                     evidence               Id      at



properly       sworn        affidavit         stating    that     the        attached      documents                are true and              correct


copies       of the        original       authenticates              the      copies       so    they      may            be    considered            as


summary judgment                  evidence          Id


              defect        in    the    form of authentication                      of documents i.e                            defect        in    the


affidavit     attempting           to    authenticate           the     attached         documents               is   waived            without       an


objection      in and             ruling      from      the    trial    court        Id    at            see    also Hicks                    Humble

Oil         Ref     Co      970     S.W.2d          90    93     Tex AppHouston                                            Dist          1998 pet

denied         Appellants                objected         to      Exxons                exhibits         as         not    being          properly

                                                                        15




                                                                                                                                                           01511
authenticated             but   did        not   get         ruling       of the          trial   court on
                                                                                                                     any of        their       objections


By      failing     to    secure           rulings      on     their      objections               to    Exxons             summary judgment

proof      appellants           have waived             any complaint                     on    this    appeal        as   to    their    admissibility


                                 Here            Adriana                                    the    form of the                  authentication              and
into     evidence.                                              objected             to



therefore         was     required          to     obtain       ruling on her objections



           Adriana         asserts          that      the    trial    court          implicitly           sustained              her     objections          by


denying Shelbys                 motion           to   dismiss          Shelby responds                    that         ruling       on the merits of


   summary judgment                        motion       is   not     an   implicit ruling on                        evidentiary           objections          to



                                      evidence          and the prevailing                        party        cannot       avoid         waiver        of    its
summary judgment

                     objections            by arguing           that      it    received                favorable          ruling         on the merits
evidentiary


of the motion              See Parkway                 Dental        Assocs            PA               Ho          Huang Props                    L.P      391


S.W.3d       596 604            Tex App.Houston                                           Dist 2012 no pet holding                                   that    the


trial    courts          granting          of         summary judgment                            is    not        an implicit ruling                 on     the


movants           objection           to     the      nonmovants                    summary-judgment                       evidence                 Duncan-


Hubert             Mitchell           310        S.W.3d         92        100       Tex           App.Dallas                    2010          pet    denied


holding       that        where        movant           objected           to       nonmovants                     evidence         it    could       not     be


inferred      that        the    trial      court       sustained              movants                 objections          merely             by    granting


summary judgment


           Even      if   the    summary judgment                         procedure               were        not    followed            in   the    context


of       motion      to     dismiss          for        forum-selection                        clause         to    preserve             complaint           for



appellate         review        the    record          must show the complaint was made                                            to    the    trial   court


by       timely request objection                           or motion           that       was     sufficiently            specific           and the       trial




court         ruled on the request objection                                   or motion               either       expressly           or implicitly         or


        refused     to    rule on the              request objection                      or    motion and              the      complaining            party


                                                                               16




                                                                                                                                                                    01512
objected        to    the refusal              Tex              App            33.1a              There      is   nothing         in   the record           to



suggest      that         the   trial       court       implicitly           ruled       on Adrianas               objections            to    Shelbys

exhibits        submitted          in       support       of    his    motion         to   dismiss           At the hearing there was


argument             concerning               the       Afirme         Trust         but         Adriana          did    not       object           to    the


authentication             of the Afirme Trust


          Adriana           also objected                 to    Exhibit             to     the    motion          dismiss         which         was       the


affidavit       of Shelbys                 Mexican             law expert           Dr      Carlos         Gabuardi          and        in    particular


paragraph                  subparagraphs                              and            and         paragraphs              1i            because           they


contained            opinions         of the            meaning         and        legal    effect         of the       ordinary            terms of


contract        which           are     questions              of law        for    the    court          and the        parol         evidence          rule


prohibits        the      admission                of   extrinsic        evidence           that     alters       the    terms          of      written


contract         Adriana          further objected                    that    the    remainder             of Gabuardis                affidavit          was

inelevant            asked the             trial   court       to    sustain her           objections             and    strike        and disregard


Gabuardi              affidavit



          An     objection            to       defect      in   the    substance           of an     affidavit          may be         raised for the


first    time        on   appeal              Pipkin                Kroger         Tex      L.P        383        S.W.3d          655         670        Tex

App.Houston                                  Dist        2012         pet     denied              The complained                   of portions              of


Gabuardis             affidavit            are mostly           his    interpretations               of the Private            Agreement                  and


the     forum-selection               clause            which        are questions               of law     for    the    court             See Akin


Santa Clara Land                  Co          Ltd        34 S.W.3d            334         339     Tex App.San                      Antonio           2000

pet      denied             Expert                 testimony            regarding            the          legal     interpretation                  of     an


unambiguous                                        encroaches                       the     trial    courts                                   determine
                           agreement                                    upon                                       province            to



the     correct       legal      interpretation.                        No     ruling        on      an     objection          was          required        to



preserve        error on those                portions          of Gabuardis               affidavit         because        they        offered          legal



                                                                              17




                                                                                                                                                                 01513
conclusions              See     Rarnirez                 Transcon               Ins          Co       881     S.W.2d               818        829      Tex
AppHouston                            Dist 1994               writ denied                     holding         that                   objection          to     an

affidavit     on the grounds                that    it   states    only               legal    conclusion               is   one     that     relates     to



defect      of substance           which           may be         raised for the               first   time on appeal


          Even         though    Adriana            did not        waive          her         objections           to    Gabuardis                affidavit


we    need    not       address    her        objections            in    light         of the well-settled                       rules     for    contract


construction             We    have     considered                the    interpretation of the                       forum-selection                   clause


as       question        of law       reviewing the                 trial        courts          interpretation de                       novo      without


considering            parol evidence              See DavidJ               Sacks             P.c       266 S.W.3d                  at   450


 VI ADRIANAS               DEFENSES                TO THE ENFORCEABILITY                               OF THE FORUM-SELECTION

                                                                   CLAUSE


          Whether          the    Forum-Selection                        Clause           is    Unreasonable                       or Procured               by

Fraud


          Adriana         argues      the          forum-selection                     clause         in     the        Private          Agreement             is




unreasonable             because       it     contravenes                      pre-existing                 and         overarching               fiduciary


relationship           between    Shelby and her and                        it    was procured by fraud                              Adriana           claims


  confidential           relationship          arose       between             Shelby and her prior                           to    the execution              of


the   Private          Agreement             because          Shelby              had         ssumed           the           obligation           to    make

payments          to    her     from        the     revenue              of the          Mexican              companies                  he    had      been


managing          for          number          of years                  According               to        Adriana                because         informal


fiduciary     relationships           are not            recognized              in    Mexico          the     application                of the forum-


selection     clause       and the          choice-of-law                clause4          would            deprive           her    of rights          which




            The   choice-of-law        clause       was not the subject                 of Shelbys           motion          to    dismiss

                                                                          18




                                                                                                                                                                    01514
had vested            prior to the Private             Agreements              existence              Adriana        claims        that    Shelby

in    his    role      as        fiduciary          failed    to     make      her      aware         of the      Private         Agreements

negating                potential         cause       of action               Also          based      on    this        claimed          fiduciary


relationship              Adriana         asserts     that    she     was     fraudulently             induced           into     executing        the


forum-selection                  clause



            No      duty        of disclosure        arises        without     evidence          of         confidential           relationship


Ins     Co     of           Am            Morris       981         SW.2d      667       67475              Tex 1998                     failure     to



disclose           information
                                          may       constitute         fraud      where         there        is          duty      to     disclose


Bradfbrd                  Vento       48 S.W.3d         749         7545        Tex 2001                    Fraudulent              inducement


to     sign      an       agreement            containing              dispute         resolution            agreement             such       as    an

arbitration           clause      or forum-selection                 clause    will not         bar        enforcement            of the clause


unless       the      specific        clause    was    the product            of fraud or coercion                        Lyon      Fin Servs

Inc      257 S.W.3d               228     232     Tex 2008              orig proceeding                     per curiam                  The   fraud


or                               in                   must involve             the     negotiation               of the forum-selection
      overreaching                     question


clause       itself         Young 336 S.W.3d                  at   26667

            However                party    who       signs         contract      is    presumed            to    know      its    contents        and


its   legal      effects          Profits       Assocs         Inc      286     S.W.3d           at    923        Mo Pac            R.R       Co

Lely    Dev           Corp        86 S.W.3d           787      791     Tex App.Austin                            2002      pet      dismd

party       cannot avoid                contract       clause       by simply          failing        to   read     it     In re        US Home

Corp          236         S.W.3d          761        764      Tex 2007                  orig          proceeding                @er       curiam

Evidence           that         party     concealed            forum-selection                 clause       combined            with      evidence


proving       that        concealment           was    part of an        intent        to    defraud         party        may      be   sufficient



to    invalidate          the    clause        Profits       Assocs Inc 286 S.W.3d                           at   923




                                                                         19




                                                                                                                                                         01515
             Adriana         in    her     affidavit          in
                                                                    support           of her response                    to     Shelbys            motion          to



dismiss          claimed           that       Shelby              discouraged               me       from         reading             the        ACUERDO

PRIVADO He                    did not           say to      me     that    it   contained                 clause         saying           that     submitted


to     the    courts     of the           city    of Reynosa                    Tamaulipas                 Mexico              in    the     event       of    any

interpretation              dispute        or other           aspect       of the           ACUERDO PRIVADO                                      or words          to



that    effect        and         have had no such understanding                                     either         when             signed        it   or since


then          Adriana        does         not    claim       that     Shelby prevented                         her from reading                   the    forum-


selection        clause           An   allegation            that     Shelby merely discouraged her from reading

the Private           Agreement            before           she    signed        it   is    not    sufficient            to    establish          fraud        See


Id      at    92324           rejecting            relators               argument                that     forum-selection                       clause        was


procured         by fraud or overreaching                           because           relator       was         not     shown         the        clause       US

Home          Corp          236      S.W.3d            at    764      holding               there        was      no       evidence              of fraud          as



relators       conceded            that       no one          prevented               them        from         reading          the        back-side          of


single sheet contract                  that      contained          the arbitration                 clause


             Moreover             Eduardo         and Adriana               agreed           that        the    Private         Agreement               was    the


final and definitive will of the parties and there was                                                         no     mistake             fraud bad           faith



or any        defect    of will        that      might       affect       their       understanding                   or decision            regarding          the


content               See     In     re       Emex          Holdings             LLC No                    13-ll-00145-CV                          2013        WL

1683614          at         Tex App.Corpus                            Christi Apr                 18 2013 orig proceeding

denied          mem          op        en banc              noting        that        the   parties            stated      in       the    agreement           that



there        was no fraud bad                   faith       injury        or any            other        cause        of   nullity          established         by

law and holding               that     the      real   parties had not clearly                           shown          that    the       forum-selection


clause       was   the product             of fraud or overreaching




                                                                                20




                                                                                                                                                                        01516
          Here Adrianas                     claim that           she     trusted      Shelby        as     fiduciary to           tell    her that       the


forum-selection                  clause         would       negate             potential        cause         of action             for    breach         of


fiduciary       duty        in    Mexico           does     not     render            forum-selection                clause        unenforceable


See id holding                parties           who      did not        read the forum-selection                     clause        before        signing


the   agreement             because             they     had instructed               the    attorney        to     change         the    clause        and


trusted    him        to    do so were             charged          with      knowledge             of the forum-selection                    clause

Not   being       able       to     bring        certain      causes          of action        in    the    designated             forum      is    not


reason     to    avoid           enforcement             of        forum-selection              clause             Lyon Fin              Servs Inc

257 S.W.3d            at    234 holding                inability        to   assert         claim     for
                                                                                                             usury         under Pennsylvania


law   did       not        create          public          policy        reason        to    deny        enforcement               of the         forum-


selection       clause


          Moreover                Adriana          has     not     shown any            evidence            that     Shelby         knew      that       she


would     not     be able            to    maintain           claims          for breach            of fiduciary            duty         based     on an


informal        confidential               relationship             under          Mexican           law               claim        based         on     the


failure   to    disclose           information             necessarily                               that    the party with the                   duty    to
                                                                                   presumes


speak     has     knowledge                 of    the      facts         Cf Four Bros Boat                          Works          Inc            Tesoro


Petroleum         Cos            217 S.W.3d              653       670       Tex App.Houston                                  Dist 2006                 pet


denied      stating              that     the    failure      to    disclose          information            does      not    constitute            fraud


unless    there       is      duty        to disclose information                           Shelby had no duty                to     disclose facts


of which        he was not                aware          See       HTM        Rests Inc                  Goldman Sachs                       Co         797


S.W.2d      326            329     Tex App.Houston                                          Dist      1990         writ denied                      party


cannot be guilty of fraudulently                              or intentionally               concealing            facts    of which         he    is    not


aware       Although                silence        can be               form       of misrepresentation                     the     duty     to    speak

does nct       arise       until    the silent party               is   aware       of the     facts          citations           omitted


                                                                              21




                                                                                                                                                               01517
          Adriana              has    not    shown     that          Shelby had                 duty     to    disclose to           her the forum-


selection          and          choice-of-law              provisions               in     the      Private        Agreement                   and         their



consequences                    Adriana          further has          not    demonstrated                that    the    forum-selection                       and


choice-of-law                 provisions         were procured by fraud or overreaching


          Whether                   Reynosa          Tamaulipas                    Mexico           is          Seriously              Inconvenient


Forum

          Adriana              further contends              that      the   forum-selection                   clause    is    unenforceable                   as



seriously          inconvenient              such     that       she      will be          denied        her    day     in    court       because             the


specified          forumReynosa                       Tamaulipas               Mexicois one                       of the most dangerous


places       in    the        world          When          inconvenience                   in   litigating       in    the     chosen              forum       is




foreseeable             at    the time       of contracting                the challenger              must show that the                     trial      in   the


contractual             forum         will be so      gravely             difficult        and inconvenient                  that      he will for            all




practical         purposes            be deprived               of   his     day      in    court         ADM mv               Servs            Inc           304


S.W.3d        at   375              By    entering     into          an agreement with                        forum-selection                 clause          the


parties       effectively                represent         to    each         other         that    the        agreed         forum           is      not      so


inconvenient                 that    enforcing       the     clause         will deprive            either      party        of     its   day      in    court


whether       for cost              or other      reasons                 Intl Profit Assocs                    Inc      274         S.W.3d           at    680

Adriana       agrees           that    financial difficulties                 and inconvenience                   to    the witnesses                   are not


sufficient         to    avoid         application          of the          forum-selection                   clause     but         asserts       that       the


dangerous           conditions              in    Reynosa            render        the     forum         seriously           inconvenient                     See


Lyon Fin           Servs Inc 257 S.W.3d                              at    254      In re Zotec Partners                      LLC            353 S.W.3d


533    537        Tex App.San                      Antonio           2011          orig     proceeding


          Relying              on     forum-non-conveniens                          cases          Shelby       contends              that      purported


dangerous conditions                        are not    sufficient            to avoid           enforcement             of          forum-selection


                                                                              22




                                                                                                                                                                    01518
clause        in     the       absence             of evidence                    that     such conditions                      have         an     adverse              impact on

the     operation                of    the        judiciary.5                     Shelby             presented            uncontroverted                         evidence               that



Adriana             Sylvia            and        Tommy                have hired attorneys                              and     filed        claims            against           him         in



Tamaulipas                  Adrianas                   Mexican                law expert                   has     handled            litigation              in    Tamaulipas

and Reynosa                    has           fuiiy           functioning                  court           system          Adriana             responds                  that        forum


non conveniens cases                              are not applicable                        in        the forum-selection                         clause           analysis             We

disagree                There         is    no reason                 not         to     consider               forum     non         conveniens                   cases which

have        addressed               whether              political                unrest        or        other     conditions               render            the      alternative



forum        inadequate




                  See      e.g        Paoliceiii                    Ford Motor              Co            289      Fed Appx             387         391        11th       Cir 2008

absent            evidence          the    political          unrest        has    affected           the Colurnbian             judicial         system           or   would         affect


litigation        of    this    case       this       fact     is   not sufficient              to    outweigh          the other          factors        that     weigh         in    favor

of dismissal Rustal                          Trading                US      Inc            Makki             17    Fed     Appx             331         337      6th      Cir 2001

holding           political         unrest        in          foreign        jurisdiction                 did     not   render        the    forum         inadequate                 absent

some showing                that    the unrest               had    had     an adverse               effect       on the judicial system there Transunion

Corp         PepsiCo               Inc      811       F.2d          127     129    2d      Cir 1987 holding                      there      had     been         no showing                that


political         unrest       in    the    Philippines               had         an     adverse           impact on         the      judicial          system            Miralda

Tidewater            Inc         Civ               No          11-1170             2012         WL         3637845         at              ED           La Aug 23 2012
observing           that       several       federal           appellate           courts        had       uniformly       concluded               that       political        unrest        of

the alternative            forum had              not per se rendered                      the       forum inadequate                 in    the    forum non              conveniens

context       absent           some        showing             that        this    unrest            negatively         affected        the judicial                system of the

country       or the        litigation           at    issue         Morales                Ford Motor                  Co      313           Supp         2d      672 682             S.D
Tex 2004                rejecting          contention               that     political          situation          in   Venezuela           would          make          trial in       U.S
more convenient                  because of paucity                         of evidence               and       information        submitted              to the        court         on the

issue        In    re    Bridgestone/Firestone                              Inc        Tires         Prods        Liability      Litig            190              Supp        2d      1125
114344            S.D md               2002           considering                 physical            threats      to   litigants       and       witnesses             arising        from

then   current          volatile      political          situation           in    Columbiaof                      particular         interest                     the    fact      that     in


the    recent       past       judicial           officers           have         been     the        targets       of guerilla            violationto                    be          factor

weighing           in    favor      of retaining jurisdiction                              In        re   BPZ Res Inc                  359       S.W.3d            866 879             Tex
App.Houston                                Dist 2012                 orig         proceeding                            denied         holding            that     political          unrest

alone was           insufficient            to    establish          that     Peru       was         an   inconvenient          forum

                                                                                                23




                                                                                                                                                                                                  01519
             Under        these       circumstances                   Adriana           has     not    shown        that        litigating      in   Reynosa

is     so    gravely       difficult             and inconvenient                  that       she     will    for    all    practical        purposes           be


deprived           of her day              in   court



             Waiver            of the       Right to Enforce                     the      Forum-Selection                       Clause


             Adriana            asserts          that     Shelby           has       waived           his    right     to        enforce        the    forum-


selection          clause             Adriana            pleaded            four       of her         six    counterclaims                on January


2014          and added              two         claims         in   her        amended          pleadings           on December                     11 2014

February                  2015            and February                11 2015                   Shelby        litigated          those       four     original



causes        of action             for         year including              pleading            affirmative          defenses            based on Texas


law         before      seeking            dismissal            of Adrianas               claims        pursuant           to    the     forum-selection


clause



                party          may waive                the     right      to   enforce              forum-selection                  clause          Boehme

256         S.W.3d        at    884         In    determining               waiver         of         forum-selection                  clause        the    court



may         look     to        arbitration              cases        for    guidance                 Id       The       test       for    waiver           of   an

arbitration          clause           is    whether                   the       party     seeking            arbitration           has    substantially


invoked         the judicial               process and                          the party        resisting          arbitration          suffered          actual



prejudice          as      result           Id


             Waiver            is   primarily                 function          of     intent       and requires            either        the    intentional



relinquishment                  of         known         right       or intentional              conduct inconsistent                     with claiming


that    right        Crosstex              Energy        Servs L.P                     Pro Plus             Inc      430 S.W.3d              384 39394

Tex 2014                        Whether                  party        has        substantially               invoked            the    judicial       process


depends         on the          totality         of the circumstances                         Richmont            Holdings             Inc           Superior


Recharge           Sys L.L.C                    445 S.W.3d              573 575           Tex 2015                  per curiam



                                                                                  24




                                                                                                                                                                     01520
          Adriana             contends             that    Shelby substantially                      invoked        the judicial            process      by


deposing           her     and serving                  her with         written        discovery          requests
                                                                                                                               and by having             his



own      deposition              taken           and      responding             to    Adrianas            discovery             requests
                                                                                                                                                   These


limited       actions            do not            establish        that        Shelby         substantially              invoked         the    judicial


process       such        that    he    waived            his    right     to    enforce       the    forum-selection                   clause     See In


re    Vesta    Ins         Grp Inc                 192 S.W.3d               759        76364          Tex 2006                  orig proceeding

per     curiarn           holding             the relators          did not           substantially            invoke         the judicial        process


by serving              requests       for disclosure               noticing           four depositions                  and sending              request


for     production               In         re   AIU       Ins     Co           148      S.W.3d           109       121        Tex 2004             orig

proceeding               holding             the   relator       did not         waive       enforcement             of the forum-selection


clause     by       filing       answer            requesting               jury and paying                    the jury fee              Boehme          256


S.W.3d        at    885 holding                  that     deposing three witnesses                        producing              two witnesses           for


deposition               exchanging                documents               and        participating            in
                                                                                                                         temporary           injunction


hearing       did not constitute                    waiver        of forum-selection                  clause


          Adriana             also          asserts       that     she      has       been     prejudiced            by        Shelbys           delay    in



seeking       to        enforce        the       forum-selection                 clause        Mere        delay         in    moving       to    enforce


the     forum-selection                     clause        does     not      constitute         waiver               Cf    Richinont          Holdings


Inc      455        S.W.3d             at     576       holding          that         moving         to   compel              arbitration        nineteen


months        after       lawsuit       was        filed    was     not waiver            of   right      to    arbitrate           Vesta    Ins    Grp

Inc      192 S.W.3d               at    76364             holding          that       moving         to   compel          arbitration        two    years


after    lawsuit         was     filed        was       not waiver         of right       to   arbitrate



          Adriana             contends             that      Shelby             gained     an     advantage               in     this     litigation     by


questioning             her at her deposition                     about the Private Agreement                                 and payments          made

pursuant           to    it       Shelby            responds         that         he    had     been           seeking         to   take     Adrianas


                                                                                 25




                                                                                                                                                               01521
deposition           since         June        2013              several                months          prior         to        Adriana            filing        her


counterclaims              Shelbys             counsel            questioned                  Adriana         about        the       Private Agreement


because       Adriana        had        initiated             changes         to    Dorothys                 will due to             her    dissatisfaction



with the payments                 she    received              pursuant            to    the Private           Agreement                   Adriana        cannot


show     prejudice         from any discovery                          requests                to   which      she        responded           as    she     chose


to litigate    in      forum            not    agreed            to   by the parties                    See In        re    Automated               Collection


Techs       Inc       156         S.W.3d557                      560    Tex 2004                       orig proceeding                       per curiam

holding       that    real    party           in    interest          could        not         show     prejudice             from any duplication


of time or      efforts           in    litigating             case    where             it    had     initiated          proceedings              in     forum


other that     the    one     to       which        it   had contractually                      agreed


          Adriana       further                                that    she         suffered            prejudice            by       Shelbys            delay     in
                                          argues


invoking the forum-selection                              clause        because                the    one-year            statute      of limitations             in



Mexico      will     limit    her recovery                    of damages                      Shelby points out that                    because the              last



payment Adriana               received              under the Private Agreement                                      was        in   October 2010                the


delay    from January 2014                     to        January        2015            is    immaterial            for    limitations purposes                   in



Mexico         Moreover Adriana                           is    complaining                    of the       choice-of-law              provision            in   the


Private    Agreement which                          is   not     the    subject               matter        of the    trial      courts       order or this


original      proceeding                 Adriana                has     not        shown             that     she     has        been       prejudiced            by


Shelbys        delay         in    seeking               to      enforce           the         forum-selection                   clause            Therefore

Adriana       has    not     established                  that        Shelby            waived         his     right       to    enforce           the    forum

selection     clause


                                                                VII CONCLUSION

         We     hold       that        Adrianas                  claims        for tortious                  interference              with        inheritance


rights    breach       of fiduciary                 duty         tortious           interference              with        the    Private       Agreement

                                                                               26




                                                                                                                                                                        01522
and     breach           of     the   contractual             obligation              to    perform           the        Private          Agreement            fall




within        the   scope of the forum-selection                                clause           but    Adrianas               claims        for   breach        of


the     agreement               to    pay        her    $100000                upon         Dorothys               death            and     breach       of    the


Donation Agreement                         do not           We      further hold             that      Adriana           has    not       established         that



the     forum-selection                clause          was    procured              as       result         of overreaching                  or fraud         that



Reynosa             Taumalipas              is     seriously            inconvenient                forum          or that          Shelby waived              his



right    to   enforce           the clause



             Thus         the    trial      court       abused          its    discretion              by    denying            Shelbys            motion        to



dismiss        based on the forum-selection                               clause           contained          in    the Private Agreement                        as



to     Adrianas            claims          for    tortious          interference                 with       inheritance              rights        breach        of


fiduciary       duty          tortious interference                     with        the     Private         Agreement and                    breach        of the


contractual          obligation             to   perform the Private Agreement                                     and Shelby does                   not      have


an     adequate           remedy           by appeal                The        trial       court       did    not        abuse        its    discretion         by


denying         Shelbys               motion           to    dismiss           as     to    Adrianas               claims           for     breach       of the


agreement           to
                          pay        her   $100000            upon        Dorothys                death       and breach                  of the   Donation


Agreement


             Accordingly               we        conditionally                grant        the   petition          for    writ of           mandamus             in



         and    direct          the              court       to    vacate           its                      18 2015                order to       the   extent
part                                   trial                                               February

that    it    denies          Shelbys             motion           to    dismiss            as    to    Adrianas                claims        for     tortious



interference             with inheritance                   rights      breach of fiduciary                        duty        tortious       interference


with    the Private             Agreement and breach of                               the contractual               obligation              to perform the


Private       Agreement                  and      dismiss           those       claims                 We     deny         the       remainder           of the


petition       as    to    Adrianas              claims           for   breach of the                  agreement               to    pay    her    $100000




                                                                                27




                                                                                                                                                                      01523
upon    Dorothys   death   and breach         of the Donation         Agreement        The   writ will   issue


only if the trial court fails to   act   in   accordance      with    this   opinion




                                                  Is        Tracy     Christopher
                                                            Justice




Panel   consists of Justices Christopher          Donovan           and   Brown




                                                       28




                                                                                                                 01524
                                            CASE       NUMBER       414270


IN    THE ESTATE OF                                                IN    PROBATE COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                             HARPJS    COUNTY TEXAS


  FIRST    AMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY
             INDEPENDENT EXECUTOR OF THE ESTATE OF
             DOROTHY LOUISE LONGORIA DECEASED TO
      SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL



TO THE HONORABLE                      JUDGE OF THIS COURT

          COMES        NOW James        Thomas Dorsey            in his capacity as Independent            Executor



of the Estate     of Dorothy Louise         Longoria Deceased              as Counter-Plaintiff           and pleads



the    following       counterclaims        in   response     to    Shelby      Longoria         Third    Amended


Contest of2O 10 Will         or any pleading           subsequently       filed   by Shelby Longoria         stating



the   following causes       of action                                               as Counter-Defendant
                                            against      Shelby    Longoria


                                                 Discovery Level


                  Pursuant       to   TEx        Civ       190     Counter-Plaintiff        states that   discovery


in this   case   is   intended    to be conducted         under Level           of that Rule



                                                       Overview


                  These counterclaims             are brought       by    citizen      of Texas against      another



citizen    ofTexas       Counter-Plaintiff        is   the personal representative            of an estate pending



FIRST     AMENDED     COUNTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                         CONTEST        OF   2010   WILL                     Page




                                                                                                                       01525
in this    Court and        adjudication     of these counterclaims                    is   essential          to administration



of that     estate     The Decedent        lived    in   Texas    for the     last          25 years       of her life            These


counterclaims          are based     entirely   on Texas law None of them                          is    based         on any law of


the   United      Mexican       States



                                                    The   Parties



                     Counter-Plaintiff      James Thomas Dorsey                   is   an individual             who      is    bringing


these    counterclaims        in his capacity as the duly appointed                     Independent               Executor        of the



Estate    of Dorothy Louise            Longoria Deceased


                     Counter-Defendant          Shelby     Longoria          is    an individual                 who       resides         in




Hidalgo          County      Texas        Counter-Defendant            commenced                        this     action         and   has



appeared through             counsel      in this   action     so   this    pleading               may         be served         on him



through     his attorneys        of record



                                                    Jurisdiction



                     Pursuant    to Sections       Sections    32.001        32.002            and 32.005 of               the    Texas



Estates     Code      the   Court has jurisdiction         over the        subject          matter of           this    civil    action



The     Estate    of Dorothy Louise         Longoria      is   pending       in this          Court and            this    Court      is




statutory    probate        court    As   explained more fully             below            this    action       is    brought        by


personal representative             on behalf of    that estate     and    this action             is   related        to that estate




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR  OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                            Page




                                                                                                                                                01526
In addition           the   exercise        of pendent             or    ancillary          jurisdiction       over     this   action      is




necessary       to    promote       judicial       efficiency           and economy


                      The Court has inpersonam                     jurisdiction             over Counter-Defendant                Shelby



Longoria       by    virtue   of his      filing   of Shelby Longoria                       Third    Amended           Contest of2O 10



Will    in
             response         to   which       these    counterclaims                 are    pleaded         In   addition        general



personal jurisdiction              exists because            the    Counter-Defendant                  has had continuous                and



systematic contacts            with the State           of Texas              and specific        personal jurisdiction            exists



because      this action       arises out of contacts                   by   the    Counter-Defendant               with the State of



Texas      as explained            below


                                                               Venue


                      Pursuant      to Sections         33.00           and 33.002 of            the   Texas      Estates      Code      the




venue     of   this     action       is
                                           proper      because           the       Estate     of Dorothy Louise                Longoria


Deceased         is    pending       in     this    Court      and           this   action      is   related      to    that   estate     as




explained more fully               below


                                                   Conditions             Precedent


                     All conditions           precedent            to    Counter-Plaintiffs                rights      to plead    and to



prosecute       these       counterclaims              and    to        recover       the     relief requested            herein        have



occurred       or been fulfilled




FIRSTAMENDED COU1TTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                             Page




                                                                                                                                                01527
                               Facts   Applicable         to All       Causes    of Action



                    On      July     1942       Eduardo Longoria              Eduardo             and Dorothy Louise


Kowaiski         Dorothy           were married         in the       City of Laredo         in   Webb     County         Texas


          10        When      they were married           Dorothy was            citizen of the          United        States    of



America          and Eduardo was             citizen of the United         Mexican      States     Mexico                 but he



had been       living in the United          States    and    after the   wedding       the couple        initially      settled



in   McAllen Texas


          11        The marriage of Eduardo and Dorothy was                             subject     to    the   laws      of the



State    of Texas      including       the     law    of community        property


         12         Eduardo and Dorothy had four children                        all   of   whom      are living          Their



names are         Adriana     Louise    Longoria        Adriana               Eduardo Longoria Jr also known


as   Wayo     Longoria        Wayo             Sylvia Rene           Dorsey    Sylvia            and Shelby        Longoria


Shelby              All of    them   reside      in   Texas


         13         Eduardo and Dorothy amassed considerable wealth                               through         variety        of



business      activities     and investments




            This petition does not recite                     fact    on which the Counter-Plaintiffs              claims       are
                                                      every
based    It is   intended    only to be        short statement        of the cause of action       sufficient     to    give    fair

notice   of the claim involved            as    required by     TEx        Civ         47

FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                   Page




                                                                                                                                       01528
           14         Overtime Shelby took                  control        over the business and investments                           owned


by Eduardo and Dorothy


           15         Shelby       managed             property        and       accounts              owned      by     Dorothy            and



represented           to   her    that    he     was     doing        so   for    her      benefit          Indeed          the      account



statements       were not even            sent to      Dorothy even though                   she was identified                    as the   sole



owner of        the   accounts           The accounts included                   but are not limited               to    the       following


accounts        collectively          Dorothys Accounts                     in   Mexico

                                 Banamex Account Number 7572369315


                                 Banamex Account Number 7518181565                                        and



                                 BanRegio         Account Number 75-00454-001-8


         16           In addition         Shelby        expressly agreed to hold in trust for the benefit                                     of



Dorothy property             that     Shelby          obtained       from Eduardo                 In     letter   to   Dorothy dated


August           1983      for    example         Shelby        and    Wayo       promised              Dorothy        that    the      assets



that   Daddy      has willed to           us     as                                we      will hold        them
                                                       long as you live                                                as     if   they were



yours      and              will    make        the    fruits   available        to   you     for your        direction            as to their



use     These promises              were made by Shelby while he was                               residing       in   Texas and they


were    set forth in         letter      that   was     sent    to   Dorothy from an address                      in   Texas          Shelby


breached        these promises           to     Dorothy by           failing     to account            for the                       that   was
                                                                                                                  property




FIRSTAMENDED COUNTERCLAiMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORJA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                    CONTEST          OF   2010    WILL                                Page




                                                                                                                                                   01529
given     to Shelby            by Eduardo by concealing                       from Dorothy material              facts   about that



property including                its   nature extent             value and      profitability        by   failing to hold and



maintain        that      property        as   if    it   belonged       to    Dorothy    by paying             himself income



generated           by   the   property        by   failing to disclose          to   Dorothy    that he        had done so and


by   failing        generally to        make       the    fruit   of that property available           to her for her           use


          17             Likewise        in         letter     dated    October          2007     which          Shelby     sent       to




Dorothy        at    her residence            in    Houston         Texas      Shelby    made     specific           promises     with



respect    to        large     sum      of   money        that    Eduardo wished         for   Dorothy          to    have upon    his



death     Admitting            that he held such             funds in trust for Dorothy            and in recognition              that




Dorothy intended                to leave       her estate         to her daughters       Shelby       promised          that within



thirty days          after     Dorothy died he would                    pay $100000        to    Sylvia         and     $100000        to




Adriana         Upon Dorothys death                          Shelby     repudiated      and breached             this    promise       to




Dorothy             While      he did tender                 check      for   $100000      to    Sylvia         and       check     for




$100000         to       Adriana        he printed           on   the   checks    language      that       if   the    checks     were


negotiated           would have          resulted         in      release     of their rights    in   Dorothys           estate    and



rights against           Shelby         self-serving           conditions      which Shelby had no              right to   impose


The   fact that          Shelby    arbitrarily        demanded          such releases     for his benefit as conditions




on   his performance              of an unconditional               duty to pay       $100000     to Sylvia and           $100000



FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORTA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                          Page




                                                                                                                                            01530
to   Adriana proves           that          Shelby   knew     that   Dorothy owned valuable claims                      against



him           Shelby     knew        that   Dorothy intended          to    leave her entire estate           to Sylvia     and


Adriana        and         Shelby           knew   that    Sylvia     and    Adriana        themselves         had valuable


claims against          him     all    of which he         now    dishonestly denies



         18          Shelby    owed          fiduciary     duty to Dorothy                as an agent for      Dorothy


as     trustee   of an express trust for the                benefit    of Dorothy           and     in addition    or in the



alternative             pursuant       to an informal fiduciary              relationship         with   Dorothy


         19       In    contravention           of his fiduciary            duty    to   Dorothy under          Texas      law


Shelby     failed to advise          Dorothy       fully   and   fairly regarding the nature             and   extent    of her



property and his actions              with respect         to her property         and the property he was holding



in trust      supposedly       for her benefit




         20       In fact Shelby             managed       for his   own     benefit      Dorothys property             as well




as property      he was holding              in trust supposedly            for her benefit          He   caused        income


from    the   property to be paid to him or to others                      for his benefit         and failed to disclose



to   Dorothy     that   he had done so


         21       Eduardo died on January                    26 2005         at   the    age of   91     He    was born on


October25         1913




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONUORIA DECEASED
TO SHELBY LONGORTAS THIRD AMENDED CONTEST OF 2010 WILL                                                                   Page




                                                                                                                                  01531
         22       When      Eduardo died         all   of the     property     in his estate        was community


property of which one-half was owned                     by Dorothy under Texas                  law


         23       Eduardo died       in   Webb    County          Texas where he and Dorothy had                  lived



for   many    years


         24       After the     death     of Eduardo          Shelby    continued           to   manage     Dorothys


property and continued          to represent      to   her that he was managing her property for her



benefit but he intentionally           concealed        from Dorothy         the    nature extent         and value of


her property       what he had done with her property                        over     the   years   and how      much


money    he had been paid or otherwise derived from the property



         25       In fact   Shelby      managed        the   property       for his   own    benefit     and engaged


in self-dealing       transactions    that   he failed to disclose           to    Dorothy


         26       Dorothy died       in Harris   County         Texas on April              2012    at   the age of   92


She     was born on      May         1919

         27     By      order   dated      October            2012      this       Court     admitted      to   probate



Dorothys       Last Will and Testament                 dated January         21 2010         and appointed       James


Thomas Dorsey          Independent        Executor       of the    Estate    of Dorothy




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONUORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                           Page




                                                                                                                           01532
         28        Letters        Testamentary               were issued      to   James Thomas Dorsey on                the       same


day and such        Letters        Testamentary               are currently        in full force   and    effect      so he   is   frilly




authorized to bring               this    action



         29        Whenever              it   is   alleged    herein that Shelby          acted or communicated in any



fashion       then such       allegation             should    be taken     to     mean

                              That            the     Shelby        himself      took     such     action        or   made         such



communication                or   in the       alternative



                              That            duly authorized          agent of Shelby           took     such action     or       made


such    communication              on behalf of Shelby                and   in the      course and scope           of the agency



or   in the   alternative



                              That such              action    or   communication          was by one having              apparent



authority     to   do   so   on behalf of Shelby or                    in the      alternative



                              That Shelby               ratified     and adopted         such    action     or   communication


as his   own and        thereby became                  legally     responsible for it




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THiRD AMENDED CONTEST OF 2010 WILL                                                                         Page




                                                                                                                                            01533
                                               First    Cause of Action
                                              Demand         for    Accounting


           30        Counter-Plaintiff          repeats        and       incorporates       by    reference        all    of the



foregoing        averments       If    any averment           is   inconsistent      with   this cause        of action          the



averment        is   pleaded   in the   alternative          as authorized       by Rules 47 and 48 of              the    Texas


Rules      of Civil Procedure



           31        Pursuant    to Section      489B         of the Texas        Probate      Code     Section          113.15



of the Texas Trust           Code and     the   common             law of the State of Texas           Counter-Plaintiff



is   entitled   to and hereby requests                that   Shelby        provide      full   accounting          of1      all   of



his activities        as   an agent for Dorothy                      all   transactions        done    or   caused       by him


involving       property       owned     in   whole     or in part         by Dorothy including              but not limited



to   Dorothys Accounts            in    Mexico and                 all   transactions    involving      property held by


him    in trust for        Dorothy


           32        Anticipating that Shelby will plead the defense of limitations                                in response




to this cause        of action   Counter-Plaintiff pleads that Section                      16.069 of the Texas             Civil



Practice    and Remedies          Code    is   applicable          and precludes        application         of any statute of



limitations          In addition Counter-Plaintiff pleads                     under Texas        law   the discovery rule




and fraudulent         concealment        by Shelby Despite                  his fiduciary       duty of    full   disclosure



Shelby concealed            from Dorothy        the    nature        extent    and value       of her property           what he


FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                    Page    10




                                                                                                                                       01534
had done with her property over                        the years      and     how much money              he had been paid or



otherwise derived from the property                            The nature of              the    injuries to   Dorothy and her


estate      were       inherently           undiscoverable           because         of the       relationship        of    trust     and



confidence            between      Dorothy and Shelby and because                          he breached      his fiduciary           duty


of   full   disclosure        of   all      facts   that   might     affect   Dorothys             interests     The       injuries to



Dorothy and her               estate     are    objectively        verifiable        because        money      that    should       have



been paid        to    Dorothy was withheld                  from her and        diverted          to   Shelbys benefit


            33         It   was both         reasonable        and necessary              for Counter-Plaintiff              to   retain




attorneys        to prepare        and      to prosecute      this   action      Pursuant          to Section     113.151         of the



Texas Trust Code                and other applicable                 Texas law            Counter-Plaintiff           is   entitled     to


and hereby             requests        an     award        of attorney        fees    including          litigation        expenses


reasonably            and   necessarily         incurred in connection               with this action



                                                    Second     Cause     of Action

                                               Breaches of Fiduciary                  Duty


            34         Counter-Plaintiff             repeats       and    incorporates             by    reference         all    of the



foregoing        averments             If   any averment        is    inconsistent          with    this cause        of action         the




averment         is   pleaded    in the       alternative      as authorized           by Rules 47 and 48 of                the   Texas



Rules       of Civil Procedure




FIRST AMENDED COUNTERCLAIMS  OF JAMES THOMAS DORSEY NDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                    CONTEST         OF   2010    WILL                           Page    11




                                                                                                                                              01535
          35      Under Texas             law        Shelby breached                  his fiduciary     duty to Dorothy by



failing    to   disclose       to    her    fully and          fairly           all    information that        might      affect    her



interests in property            managed         by him including                      both   her community            property and



property held by Shelby                in trust       for   her            failing to act with utmost             good      faith and



fair   dealing in the management                     of her property and property held in trust for her and



in his other     activities                          her interests
                                    affecting                                         failing to act with      undivided     loyalty



to   Dorothy    in the   management                  of her property              and property held by him               in trust   for




her and    in his other activities              affecting         her interests           and        engaging     in self-dealing



transactions      that     were        detrimental           to    her     and         in addition      or    in the    alternative



improperly      benefited           him


         36       The      breaches             of    fiduciary            duty         by    Shelby     proximately          caused



compensable harm            to      Dorothy and her               estate        Under Texas        law       Counter-Plaintiff        is




entitled   to and hereby requests                    entry   ofjudgment                 against   Shelby     for actual     damages


in an   amount    to be determined               by    the   trier      of fact in accordance            with Texas        law The


damages awarded            should       include        all   amounts of money which were withdrawn from


Dorothys Accounts               in    Mexico         and which Shelby                    cannot   show       specifically    to have



been withdrawn           for    Dorothys             benefit       or    with         her fully informed         consent       In the




alternative      the damages              awarded           should         at          minimum         include    all   amounts of




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                       Page     12




                                                                                                                                           01536
money which were withdrawn from Dorothys Accounts                                     in   Mexico and used            to   make


payments        to her daughters          Adriana       and Sylvia         based     on   the    alleged    contract       dated



January        11 2005     written      in    Spanish     entitled    CONTRATO DE DONACION                                   the


Donation         Agreement              which     is     forgery and unenforceable                  for the      reasons      set



forth in the      Fifth    Cause of Action             herein



           37      The breaches           of fiduciary         duty by Shelby         constituted          fraud       gross


negligence          and   malice as           those terms are defined in Chapter                  41 of the Texas Civil



Practice       and Remedies        Code        Despite       his fiduciary    duty under Texas             law to disclose



to    Dorothy     all   facts    that   might    affect      her interests         Shelby       intentionally     or       in the




alternative       with reckless         disregard      for   Dorothys rights concealed                 from Dorothy           the




nature extent           and value of her property               what he had done with her property over                       the




years and       how much money               he had been paid or otherwise derived from the property



Under         Texas law         Counter-Plaintiff         is    entitled    to and hereby            requests         entry    of



judgment        against    Shelby       for   exemplary damages              in an    amount       to be determined           by


the   trier   of fact in accordance            with    Texas law


           38      Shelby derived            profits    by means of        the breaches         of his fiduciary       duty    to




Dorothy Under Texas law Counter-Plaintiff                            is   entitled   to and hereby requests                 entry



ofjudgment decreeing               that Shelby         disgorge    all   profits received         by him    or   by   his   wife




FRST AMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                               CONTEST      OF    2010   WILL                         Page    13




                                                                                                                                    01537
his children or                other persons                                              result of the breaches          of his
                         any                           designated    by him        as




fiduciary          duty to Dorothy



             39       Shelby     acquired       property by means of the breaches                 of his fiduciary            duty


to   Dorothy          Under Texas         law       Counter-Plaintiff        is   entitled    to and hereby requests


entry       of judgment       imposing              constructive    trust   on    all   property acquired            by Shelby


            his          his children or
or   by           wife                              any other persons designated              by him by means of                the



breaches          of his fiduciary      duty to Dorothy



            40        Anticipating that Shelbywill plead the defense of limitations                                  in response



to this cause        of action    Counter-Plaintiffpleads that Section                       16.069 of the Texas              Civil



Practice          and Remedies      Code       is   applicable     and precludes          application     of any statute of



limitations          In addition Counter-Plaintiff               pleads     under Texas         law     the    discovery rule



and fraudulent           concealment           by Shelby Despite            his fiduciary      duty of        full   disclosure



Shelby concealed            from Dorothy             the   nature extent      and value of her property                 what he


had done with her property over                      the years     and    how much money he had been                     paid or


otherwise derived from the property                          The   nature of the          injuries to    Dorothy and her


estate       were     inherently undiscoverable                  because      of the       relationship         of    trust    and


confidence          between      Dorothy and Shelby              and because        he breached         his fiduciary         duty


of   full    disclosure     of   all   facts    that   might     affect   Dorothys          interests         The    injuries to




FIRST     AMENDED        COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR            OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                CONTEST      OF   2010    WILL                          Page    14




                                                                                                                                      01538
Dorothy and her            estate    are    objectively      verifiable        because       money            that    should      have



been paid      to   Dorothy was withheld                 from her and        diverted       to    Shelbys benefit


         41         It   was   both       reasonable       and    necessary        for Counter-Plaintiff                    to   retain




attorneys     to prepare       and       to prosecute     this   action      Pursuant       to Section           114.064         of the



Texas Trust Code and                 other     applicable        Texas law         Counter-Plaintiff                 is   entitled      to


and     hereby      requests        an     award    of attorney        fees     including               litigation         expenses


reasonably         and necessarily          incurred in connection             with this action



                                               Third Cause          of Action

              Breach        of Promise          To Hold Property               for   Dorothys             Benefit



         42         Counter-Plaintiff            repeats     and     incorporates           by      reference             all    of the



foregoing      averments            If   any averment       is   inconsistent        with        this    cause       of action         the




averment      is   pleaded     in the      alternative     as authorized        by Rules 47 and 48 of                      the   Texas



Rules    of Civil Procedure



         43         Shelby     promised Dorothy             that    he would hold in              trust    for   Dorothy          all   of



the assets that Eduardo gave to Shelby                     and     Wayo      and   that he       would make               the   income


from such property             available      to her for her direction             as to their          use    These promises


were made by Shelby                  while      he was      residing      in    Texas             Shelby       breached           these




promises      to   Dorothy by        failing     to account        for the   property        that       was given          to Shelby



and   Wayo    by Eduardo            by concealing         from Dorothy         material          facts about that property



FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGOPJA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                          Page    15




                                                                                                                                             01539
including        its   nature         extent value and profitability by failing to hold and maintain



that property          as if   it   belonged        to   Dorothy by paying               himself income generated by the



property        by     failing        to   disclose        to    Dorothy        that    he    had done so and by               failing



generally to         make       the    fruit   of that property available                    to her for her     use


        44           These breaches                 by Shelby           proximately          caused      compensable harm                to




Dorothy and her                estate       Based on            the   doctrines        of breach-of-contract            promissory



estoppel and money-had-and-received                                   under Texas        law    Counter-Plaintiff        is   entitled




to and hereby requests                      entry    of judgment           against       Shelby      for actual    damages          in an




amount     to    be determined                 by   the    trier      of fact   in accordance            with   Texas law               The


damages awarded                should        include       all   amounts of money which were withdrawn from



Dorothys Accounts                    in    Mexico        and which Shelby               cannot       show   specifically      to have



been withdrawn             for       Dorothys            benefit      or with     her fully informed              consent          In   the




alternative       the     damages            awarded            should     at      minimum            include     all   amounts of



money which were withdrawn from Dorothys Accounts                                               in   Mexico and used          to   make


payments        to her daughters               Adriana           and Sylvia       based       on   the   alleged contract          dated



January    11 2005             written       in   Spanish          entitled     CONTRATO DE DONACION                                    the


Donation         Agreement                   which        is     forgery and unenforceable                   for the    reasons          set




forth in the     Fifth     Cause of Action                     herein




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                        Page       16




                                                                                                                                               01540
            45       Anticipating that Shelby will plead the defense of limitations                                    in response




to this cause       of action      Counter-Plaintiffpleads that Section                       16.069 of the Texas               Civil



Practice     and Remedies Code                  is   applicable and precludes              application      of any statute of



limitations         In addition Counter-Plaintiff                  pleads under        Texas law          the    discovery rule


and fraudulent            concealment       by Shelby Despite                his fiduciary        duty of       full   disclosure



Shelby concealed            from Dorothy             the nature     extent     and value of her property                  what he


had done with her property over                       the years    and   how much money he had                     been paid or



otherwise derived from the property                         The     nature    of the injuries to Dorothy and her



estate      were     inherently         undiscoverable            because      of the       relationship          of    trust    and


confidence         between       Dorothy and Shelby               and because        he breached          his fiduciary         duty


of   full   disclosure      of   all    facts   that
                                                       might   affect    Dorothys            interests          The     injuries to



Dorothy and her             estate      are objectively        verifiable      because        money        that    should       have



been     paid to Dorothy was withheld                    from her and         diverted       to   Shelbys benefit


            46      It    was    both    reasonable        and necessary            for Counter-Plaintiff                to retain




attorneys        to prepare     and    to prosecute       this action        Pursuant       to Chapter          38 of the Texas



Civil Practice           and Remedies           Code and    other applicable Texas                  law   Counter-Plaintiff



is   entitled     to and hereby           requests        an award of attorney               fees    including           litigation




expenses reasonably               and     necessarily       incurred     in connection             with   this     action




FIRSTAMENDED COUNTERCLAiMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGOPJA DECEASED
TO SHELBY LONGOEJAS THIRD AMENDED                              CONTEST         OF   2010    WELL                           Page    17




                                                                                                                                        01541
                                             Fourth Cause                of Action

        Breach      of Promise           To Pay $100000                 to   Adriana         and $100000           to    Sylvia


         47         Counter-Plaintiff            repeats       and           incorporates          by    reference        all   of the



foregoing      averments            If   any averment         is   inconsistent             with    this   cause       of action       the



averment      is   pleaded     in the     alternative       as authorized              by Rules 47 and 48 of               the Texas



Rules    of Civil Procedure



         48         Shelby     promised         Dorothy that within                   thirty days of her death             he would



pay $100000              to Adriana       and   $100000            to   Sylvia         These promises              were made by


Shelby     while     he was residing            in   Texas         and        they were directed            to    Dorothy        at    her



residence      in    Houston          Texas          Shelby        breached            these    promises          to    Dorothy by


tendering to Adriana           and Sylvia checks            that they could                 not negotiate        without waiving



their    rights     in    Dorothys         estate     and     their          rights    against          Shelby          self-serving



conditions        which Shelby           had no     right to       impose


         49         Based on       the    doctrines     of breach-of-contract                      promissory          estoppel and


money-had-and-received under                         Texas law                Counter-Plaintiff            is    entitled       to and


hereby    requests         entry   of judgment         against          Shelby        for   $200000        in accordance              with



Texas law


         50         Anticipating that Shelby will plead the defense of limitations                                       in response




to this cause      of action       Counter-Plaintiff pleads that Section                           16.069 ofthe Texas             Civil



FiRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                         Page    18




                                                                                                                                             01542
Practice         and Remedies Code                is
                                                       applicable      and precludes          application     of any statute of



limitations            In addition Counter-Plaintiff                   pleads under          Texas    law the discovery rule



and    fraudulent            concealment        by Shelby Despite               his fiduciary        duty of   full   disclosure



Shelby      concealed          from Dorothy            the nature       extent    and value of her property               what he


had done with her property over                         the   years and        how much money           he had been paid or



otherwise         derived from the property                     The nature of          the    injuries to    Dorothy and her


estate      were       inherently         undiscoverable              because     of the       relationship        of   trust    and


confidence         between          Dorothy and Shelby                and because       he breached         his fiduciary       duty


of   full   disclosure         of   all   facts    that   might       affect   Dorothys         interests      The      injuries to



Dorothy and her                estate     are   objectively          verifiable    because       money      that   should       have



been paid         to   Dorothy was withheld                   from her and        diverted      to   Shelbys benefit


            51         It    was both      reasonable          and     necessary       for    Counter-Plaintiff          to   retain




attorneys        to prepare      and      to prosecute        this    action    Pursuant        to Chapter     38 of the Texas



Civil Practice              and Remedies          Code and      other applicable             Texas law      Counter-Plaintiff



is   entitled     to and hereby             requests          an award of attorney              fees   including         litigation



expenses reasonably                  and    necessarily         incurred in connection               with   this   action




FIRST AMENDED COUNTERCLAMS   OF JAMES THOMAS DORSEY EDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                    CONTEST      OF   2010    WILL                        Page   19




                                                                                                                                       01543
                                              Fifth   Cause       of Action

   Declaration            of Invalidity of Donation              Agreement dated January 11 2005


          52        Counter-Plaintiff           repeats    and     incorporates         by reference         all    of the



foregoing      averments         If any    averment        is   inconsistent     with     this   cause    of action        the




averment       is   pleaded   in the   alternative        as authorized        by Rules 47 and 48 of          the    Texas



Rules   of Civil Procedure



        53          On    January       2015      Shelby        produced    for the     first    time     photocopy of


  document          dated January       11 2005       written      in   Spanish       entitled    CONTRATO DE

DONACION              the Donation            Agreement            The Donation         Agreement purports              to be




signed by Eduardo and Dorothy



        54          By    order dated January         29 2014           Shelby    was ordered by           this   Court to



produce     documents such           as the   Donation Agreement no               later   than February           282014

His production           of the Donation        Agreement on January                  2015 was          over ten months



late




        55          On    the date     of the    Donation        Agreement         Eduardo was            dying and        on


hospice     care      Fifteen    days later Eduardo               died     The Executor           believes        and   now


avers   that   on January       112005          Eduardo lacked          the requisite mental        capacity to         make


  legally    enforceable        contract




FIRST   AMENDED      COUNTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR        OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORTAS THIRD AMENDED                           CONTEST       OF   2010   WILL                          Page    20




                                                                                                                                 01544
        56      The         Donation           Agreement         states      that    it    was     signed        in   Reynosa


Tamaulipas       Eduardo was not                in    Reynosa     on   the    date      of the    Donation       Agreement


        57      In    the seven           years that        Dorothy     lived       after the     date     of the     Donation



Agreement       she never         mentioned           it   to either   of her daughters             both    of   whom      lived




near her in   Houston         or to       her son-in-law         the Executor              whom      she saw frequently



or in her correspondence                  which was extensive               or in her personal notes                  where she


wrote   extensively about her financial                    situation      Indeed during those seven                    years    she



made numerous          statements              both    written    and oral          that    are   inconsistent         with     the



existence    of the   Donation Agreement


        58      Based        on     the    foregoing        facts and others               the   Executor     believes          and



therefore    avers    that    the    Donation Agreement                is     forgery



        59      The Executor               believes        and now avers          that     the   Donation     Agreement          is




unenforceable         for    lack         of   consideration       or        in   the      alternative       for      failure    of



consideration



        60      There       exists an actual           controversy        between          the Executor      and Shelby          as



to whether    or not the      Donation Agreement                  is      valid     and enforceable          contract




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                   Page 21




                                                                                                                                      01545
          61         Consequently under                       Chapter     37      of the        Texas     Civil     Practice     and


Remedies          Code         the   Executor     hereby       requests        entry   ofajudgment          declaring        that the



Donation          Agreement           is   invalid    and wholly unenforceable



          62         Pursuant          to Section          37.009   of the       Texas    Civil    Practice       and Remedies


Code        the    Executor           requests        an    award    of costs          and      reasonable        and     necessary



attorneys         fees    as are equitable            and just



                                                       Prayer for Relief


          WHEREFORE                    PREMISES             CONSIDERED                 Counter-Plaintiff          James Thomas


Dorsey       Independent              Executor       of the Estate       of Dorothy Louise              Longoria Deceased


prays that upon            due       notice   and     trial   by jury or upon hearing on motion                         for entry    of



default     judgment            or   motion     for    summary judgment                  the    Court render judgment               for



Counter-Plaintiff               and     against      Counter-Defendant                 Shelby     Longoria          awarding        the




following relief under                 Texas law


                         decree commanding                  Counter-Defendant              Shelby     Longoria          to render an




accounting         of    all
                               property       that    was owned           in   whole      or    in part   by Dorothy Louise


Longoria       and   that      was within         his possession          custody or control and                  all   transactions




affecting      her property             and an accounting           of    all   actions        taken by him as her agent or




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                       Page 22




                                                                                                                                          01546
trustee specifically          including          complete       accounting        of   all   monies withdrawn from


Dorothys Accounts              in   Mexico


                   an award of actual       damages from and                against       Counter-Defendant              Shelby



Longoria      in   amounts      to be determined           by   the    trier   of fact in accordance              with Texas



law     but the     maximum          amount      of actual       damages          currently           sought    by Counter-


Plaintiff    while reserving his right under Texas law to amend                                this    pleading to request



  greater   or lesser    amount       as   more evidence          is   uncovered            and the whole truth comes



to light     is   $43500000

                   an award of exemplary damages from and against                                     Counter-Defendant



Shelby     Longoria      in   amounts      to   be determined          by   the   trier     of fact in accordance          with



Texas law but         the     maximum           amount     of exemplary           damages             currently    sought       by


Counter-Plaintiff            while reserving his right under                   Texas law         to   amend     this pleading




to request         greater    or lesser    amount     as    more evidence              is   uncovered          and the    whole


truth   comes     to light      is   $10000000

                   an award of attorney fees including                      litigation      expenses reasonably                 and



necessarily incurred           by Counter-Plaintiff             in connection             with    each     of his causes         of



actions    under Texas law




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                   Page    23




                                                                                                                                      01547
                        decree commanding               Counter-Defendant                   Shelby      Longoria        to disgorge



all   profits received      by him        or   by     others    for his benefit as                 result of      breach by him



of his fiduciary         duty to Dorothy Louise                  Longoria


                        decree     imposing              constructive                      on     all                   acquired
                                                                               trust                    property                      by


Counter-Defendant                Shelby     Longoria            or   by   others      for his benefit            by means of


breach    of fiduciary       duty    owed       to    Dorothy Louise             Longoria


                   an award of prejudgment                      interest    on      all   actual      damages      at    the   highest



rate authorized         by law     to the      date    of judgment



                  an     award of     all      costs       incurred       by   Counter-Plaintiff                in the    course      of



preparing and prosecuting                 this civil       action



                  an award of postjudgment                      interest       on   all   monetary         relief at the       highest



rate authorized         by law from         the     date    ofjudgment           until     paid


         10             judgment     declaring           that    the   Donation Agreement                    dated January            11


2005     is   invalid    and wholly unenforceable



         11       all    writs   and processes necessary                   to collect           the   judgment          and


         12       all   other relief to which Counter-Plaintiff                            is   entitled   or   which      the Court




may deem        appropriate under the circumstances                            and the          applicable      law




FIRSTAMENDED COTJNTERCLAJMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                         Page   24




                                                                                                                                           01548
         Any   inconsistent           allegations   or prayers for relief are pleaded                 in the   alternative



as expressly authorized               by    TEx     Civ P.47        and    48


        Reservation             of Rights      To Amend and To Supplement                       This    Pleading


        Because           Counter-Plaintiff       presently does not       know        all   of Counter-Defendants



acts   and omissions            that caused     harm   to   Dorothy Louise         Longoria       or her estate       or all



of the relevant       circumstances          surrounding such acts and omissions                      Counter-Plaintiff




anticipates        that    it   may    be   necessary       to   plead    additional         causes     of action      after




discovery     is   completed          Accordingly       Counter-Plaintiff          hereby reserves             the rights to



amend and      to supplement            this   pleading




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                            CONTEST      OF    2010   WILL                         Page   25




                                                                                                                                01549
                                            VERIFICATION

STATE OF TEXAS


COUNTY OF DALLAS

         BEFORE ME the        undersigned        authority on this day appeared                in person      James
Austin   Fisher and    made   the    following    statement       under   oath


              My     name is James      Austin Fisher            am   one of the attorneys
              of record for James       Thomas Dorsey            Independent          Executor

              of the   Estate    of Dorothy Louise              Longoria       Deceased         in

              Case Number 414270               in Probate        Court    Number One            of
              Harris County          Texas     and   am authorized          under       Rule 14
              of the    Texas       Rules    of Civil     Procedure       to    execute       this

              verification      on   his behalf          have    read the      averments       set

              forth in paragraphs           53 through     60 above and              affirm   that

              those    averments      are either within         my personal          knowledge
              or are supported        by evidence       of which       am aware         and are

              true   and correct




                                                     James Austin Fisher


         SUBSCRIBED       AND SWORN TO BEFORE ME                               the    undersigned          authority
by James Austin Fisher on August                 2015




                                                     A-n lCtI               cvl                      r.i


                                                     Printd       Name      of Notary Public



                                                     My     Commission Expires                                           Lp




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR  OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                       Page   26




                                                                                                                              01550
        DATED   August   2015


                                Respectfully       submitted



                                /s/    James    Austin    Fisher

                                James Austin Fisher
                                      State   Bar of Texas Number 07051650
                                      email address      jfisherfisherwelch.com
                                Shannon L.K Welch
                                      State   Bar of Texas Number 90001699
                                      email address        swelch@fisherwelch     corn

                                FISHER          WELCH
                                      Professional       Corporation
                                Ross Tower         Suite   2800
                                500 North Akard            Street

                                Dallas        Texas 75201

                                Telephone         214.661.9400

                                Facsimile         214.661.9404



                                ATTORNEYS                     FOR      COUNTER-
                                PLAINTIFF
                                JAMES THOMAS DORSEY
                                INDEPENDENT EXECUTOR OF
                                THE ESTATE OF DOROTHY
                                LOUISE LONGORTA DECEASED




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                          Page   27




                                                                                            01551
                                CERTIFICATEOF SERVICE

           hereby   certify    that    on August                2015        true    and   correct   copy of   this

document     was served on Shelby              Longoria through             his attorneys       of record named

below    in the   manner    indicated       and in compliance             with Texas      law


        Johnny       Carter     Richard             Hess        and Kristen Schlemmer

        Susman Godfrey L.L.P
        1000 Louisiana       Street        Suite   5100

        Houston     Texas     77002-5096
         YEMAIL      TOjcartersusmangodfrey                       corn rhesssusrnangodfrey             corn and

        kschlernmersusrnangodfrey                  corn



        Robert      Maclntyre         Jr

        Maclntyre    McCulloch         Stanfield      Young
        2900 Weslayan         Suite    150

        Houston     Texas 77027
        BY EMAIL TO         rnacintyrernrnlawtexas                 corn




                                                          /s/   James      Austin    Fisher

                                                           James Austin Fisher




FIRSTAMENDED COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                         CONTEST      OF   2010   WILL                  Page 28




                                                                                                                     01552
Dv                                                                                                                                         PROBATE                        COURT
                                                                                                                                                                                                                        FILED
                                                                                                                                                                                                  8/27/2015      94018     PM
                                                                                                                                                                                                               Stan    Stanart

                                                                                                                                                                                                                         Clerk
                                                                                                                                                                                                              County
                                                                                                                                                                                                              Harris   County



                                                                          CASE NUMBER                          414270


     IN     THE ESTATE OF                                                                                    INTHE PROBATE
     DOROTHY                  LOUISE LONGORIA                                                                COURT NUMBER ONE
     DECEASED                                                                                                HARRIS COUNTY TEXAS


                                                       Shelby         Longorias                   Motion            to   Dismiss         the

                     Estates           Counterclaims                 Relating              to    Dorothy Longorias                         Banamex Accounts


                   Shelby         Longoria           Shelby                    moves        to    dismiss the Estates                      counterclaims                    arising          out      of



     Dorothy            Longorias          Dorothy                  Banamex               bank accounts                   Mexican              Bank          Accounts

                   The        Estate     first      asserted        its    theory          of     bank         account           misappropriation                          in   an     amended


     petition       filed       on     February         11 2015                     fifteen       days       before         Shelby         filed        his         summary-judgment


     motion.1           In    amended            disclosure           responses                 served        on         June           2015          the      Estate           purported             to



     calculate          its
                              damages based                 on      this       theory           The     bulk        of the       damages                    related        to   withdrawals



     from two Banamex                    bank        accounts



                   On December                 12      1999         Dorothy               opened        Banamex                 US   Dollars            Checking                Account             no

                                 On      February            10      2005             Dorothy            opened            Banamex              Mexican                   pesos        Checking


     Account            no                              Dorothy            passed          away         on    April              2012       On        April         18 2012             both the


     Banamex            Mexican         pesos account                and       the     Banamex             Dollars         account        were          closed.4




                   After       Dorothy           died        Sylvia            offered          one     of her            mothers           purported                wills        to    probate



     Sylvias        husband            James        Thomas          Dorsey           Tommy                    was appointed executor of Dorothys                                             estate



     As     the    Estates           executor         Tommy               sued       Shelby           Shelby             filed       will      contest              and    claims           against



     Sylvia       and     Adriana         and       Sylvia and            Adriana           each      raised         additional          counterclaims                     against       Shelby




     1Exh      1at4-5
      Exh          This document          contains      sensitive         data      Per   TRCP 21c            all   sensitive     data    has been           redacted       an unredacted

     copy   will    be maintained         during     the    pendency           of   this case     and    any appeal
     3Exh.3
     4EXh          Further      Attached       as   Exh 103         the    First     Amended          Disclosures of James               Thomas             Dorsey         Independent
     Executor      of   the   Estate    of Dorothy         Louise    Longoria             the    Estates attachments              show      that      the    last   transaction        of   the

     Banamex       Dollars      checking       account       occurred          on   December          20     2010    at    78     and    the   last    transaction          for the     Banamex
     Mexican       pesos checking          account      occurred          on   April      16 2012       at    51


     3801298v11013774




                                                                                                                                                                                                                         01553
 Beginning                    in   February               2015         the       Estate        alleged         that     Shelby           was          liable to        the        Estate       for   all



 amounts                of money                    which           were     withdrawn                 from         Dorothys             Accounts              in     Mexico             and      which



 Shelby cannot                      show            specifically            to    have       been      withdrawn             for    Dorothys                  benefit        or    with her fully


 formed             consent.5                   These           claims           must        be     dismissed           under        the                      terms         of     the     Banamex
                                                                                                                                                 plain



 Agreement                    forum-selection                       clause



                                                                                                                II



                                                The Banamex                  Accounts               Are Subject to Forum-Selection                                    Clauses



               In        Mexico                to   determine              the    terms and            conditions            in    force         in     contract            with          bank       it   is




not     enough                to    examine               the       language            of the       original         contract             Because              banks         can     unilaterally



change         the            terms and             conditions              by notifying             the     customer             of the changes                            necessary to also
                                                                                                                                                                 it   is




examine                 all    versions              of the          agreement               through         the      duration           of the         contract            for    any     changes


Attached                as     Exhibit                   to   this    motion            is   the    Affidavit           of Carlos           Gabuardi                   respected           Mexican


lawyer             and         academic                  Professor               Gabuardi            explains           that      Mexican               law      allows            for     banks          to



unilaterally                  change           the       terms of contracts                    in   accordance            with their notification                           clauses.6          For this



reason         banks               make         the      contents           of their contracts                 public     in   the       Registry             of Adhesive                Contracts



RECA.7                   In    this       system              the   terms and            conditions            in    force     are those              currently            registered          and   not



the    terms            established                 at   the       time of execution.8                  If     an    account                             the        terms and            conditions
                                                                                                                                    is    closed


in    force        are those              that      are established                at    the      time the bank           account           closed.9




               For the              Banamex                   Dollars                               Dorothy            signed        an     application               with        language           that




incorporates                       separate              document            containing             the    terms and              conditions                  Similarly the language




 Exh          at              36   the        Estate Sylvia           and    Adrian      all   raise   other        counterclaims         that    are   not    subject      to this      motion
6Exh          atJj        14

71d    at          16
81d    at          9-10

91d    at1jJ       14

Exh
  Id    at         translated            in    Exhibit        2A



3801298v1/013774




                                                                                                                                                                                                               01554
     above      the        signature          in    the    application          to    the    Banamex             Mexican                       Account12
                                                                                                                                   pesos                             incorporates



     separate        document                containing          terms and           conditions.3



                 Attached               as    Exhibit          6A      are    the    terms         and    conditions             that    were       in    effect          on    April     18


     2012       the        date     when        the    accounts           were       closed         Thus         the   terms and              conditions             in    Exhibit        6A


     apply to both Banamex                          Accounts




                                                                                              III



                                              The Estates Claims Must Be Dismissed Pursuant                                                   to the

                                                Mexican Banks                  Respective            Forum-Selection                    Clauses


                 In         construing                forum-selection clause                       our primary              goal    is   to    give      effect      to the written




 expression                of the parties              agreement                       We      must           read   the    provision          in   its    entirety            striving   to




 give        meaning              to   every sentence                  clause        and    word         to    avoid     rendering            any     portion         inoperative


Phoenix           Network                   Techs      Europe Ltd                      Neon         Sys Inc                177    S.W.3d            605        615    Tex App

Houston                       Dist            2005        no    pet                        Southwest                                Inc             Hotel       Networks
                                                                          quoting                               Intelecom                                                            Corp

997        S.W.2d            322 324           Tex App                    Austin      1999 pet denied


                The         Plain      Language of               the   Forum-Selection                   Clause Encompasses the Estates                                    Claims


                The Banamex                     forum          selection       clause        provides           provides         for      Mexican               venue          for




any dispute                 relating         to the    peso and           Dollars       accounts



                CLAUSE                  XIII.17                JURISDICTION                         The        present       Contract          will       be    governed

                by     the        laws       of Mexico              the      parties       shall                                    the jurisdiction                  of the
                                                                                                    expressly          accept
                courts            of Mexico                                                  other                                                        them under
                                                       City         waiving          any                 that        may     correspond             to

                whatever               circumstance.14




12
      Exhibit
13
      Id   at    translated            in   Exhibit   3A
      Exhibit         at    20 XIII.17              Translated       in   Exhibit     6A




3801298v1/013774




                                                                                                                                                                                               01555
             As     Dorothys                representative             the    forum-selection              clause       applies              to    the     Executor           and



 Executors          claims        on the Estates             behalf



             The Forum-Selection                      Clauses Provides for Exclusive                         Jurisdiction              in    Mexico


             By     agreeing            that    the    contract         is   governed           by     the     laws     of Mexico                   the       parties        shall




expressly          accept        the    jurisdiction            of the       courts        of Mexico           City     waiving                          other       that
                                                                                                                                              any                            may

correspond to them under                        whatever         circumstance                the parties established                   Mexico            as the exclusive




forum       for    resolution            of    disputes         in    the    Banamex           accounts          See     In       re    Automated                Collection




Techs        Inc      156        S.W.3d         557       558    Tex 2004                  directing      dismissal           of            Texas        case     where       the



parties      had     consented                to    the    exclusive          jurisdiction           of   the    courts           of    Montgomery                    County


Pennsylvania.


            The     Estate        has       run afoul       of the       forum-selection clauses                      of both Banamex                      bank       account



agreements          by     filing      this    lawsuit      in   Texas        under        Texas     law Where               as    here           the    parties      agree    to



submit      to    venue      in    one        jurisdiction           while waiving             venue      in    other    locations                 they have           made


selection        of an     exclusive            forum      for                                                                         S.W.3d
                                                                     resolving       claims        In re Fisher          433                             523      532       Tex

2014      finding         that         forum-selection clause                    was mandatory even                     when       the        selected          jurisdiction



was non-exclusive                       when        the   contract          stated    that      party      agrees not              to       bring       any      proceeding


arising     out    of or relating              to   this   Agreement             in    any     other      court         In    re       Emex         Holdings            L.L.C


2013    WL        1683614          at          Tex App                  Corpus        Christi       Apr 18 2013               orig proceeding                         finding


that   the       following          clause          was    enforceable               and     exclusive          The          parties              agree       that     for    the



construction         and     compliance               herewith                                     submit       themselves              to    the       Jurisdiction          and
                                                                        they expressly


Competence of              the    Common              Affairs         Laws     and     Courts       seated       in   Mexico                waiving         to   any other


that   may       correspond            to   them due         to their        present        or future        domiciles                 Dixon              TSE Intl Inc


330    F.3d       396      397         5th      Cir       2003        finding         that    the    following          clause              was         enforceable          and




3801298v1/013774




                                                                                                                                                                                     01556
 exclusive           The         Courts        of Texas            U.S.A            shall     have       jurisdiction            over       all   controversies           with



              to    the    execution                                    or                            of                                    and                         waive
 respect                                       interpretation                  performance                  this    Agreement                      the parties




 any other venue                  to    which        they       may    be    entitled        by virtue           of domicile or otherwise                           Export


Import       Bank         of the       US           Hi-Films          S.A      de             2010         WL      3743826            at          S.D.N.Y          Sep      24


2010         forum-selection                  clauses       are    mandatory even                   though       they do          not      expressly      use the word



exclusive                because        the parties         waived       other       jurisdictions


             The Result            Is   the    Same Under Mexican                     Law


             When            contract         contains            choice-of-law             clause         the   Court must             apply      the   law chosen          by


the   parties       to    determine           the    scope        of the     forum-selection clause                       Hooks Indus               Inc         Fairmont



Supply       Co          2001     WL      395341           at         Tex       App.Houston                                Dist         Apr 19 2001                no    pet

Martinez             Bloomberg                LP     740    F.3d      211       224    2d          Cir     2014      Albemarle               Corp         AstraZeneca



UK Ltd         628        F.3d     643        651    4th Cir          2010          Yavuz           61     MM      Ltd          465     F.3d      418    428    10th Cir


2006

             Here         the    parties to         the   Banamex           bank agreements                 chose        the     application        of Mexican            law


In    his    Affidavit            Professor           Gabuardi          explains            that     Mexican             law     recognizes            forum-selection


clauses15          and    that    the     forum-selection clause                      here           written        to
                                                                                               is                         express the             parties      intent      that



lawsuits      concerning               the respective            Bank       Accounts         will    be brought            in    Mexico.16



             The Court Must Enforce                         the    Forum-Selection                 Clause and            Dismiss



                     trial      court     must        presume           that          mandatory              forum-selection                  clause      is   valid       and



enforceable               In re    Boehme            256        S.W.3d       878 881          Tex          App.Houston                             Dist        2008       orig



proceeding               emphasis         in    original           The       trial    court        gives    full    effect       to        forum       selection        clause



absent         strong           showing        by the resisting              party    that     the    court        should set aside the clause                     because




5Exh         atJ 15
16Id.atjJj    16




3801298v1/013774




                                                                                                                                                                                  01557
        the     clause           is    invalid       based     on        reasons       such       as   fraud      undue        influence       or    overweening



bargaining                power         or              enforcement           would         be   unreasonable            and    unjust        Smith            Kenda


 Capital        LLC            2014     WL        5783581          at        Tex App.Houston                               Dist     Oct       21 2014          no    pet


       quoting             Deep       Water       Slender      Wells         Ltd        Shell       Intl Explor            Prod Inc           234     S.W.3d 679


692     Tex          App.Houston                              Dist           2007      pet       denied      Enforcement          can    be    avoided        only    in




extreme              circumstances                that    courts        cannot      presently        anticipate     or    foresee       In   re   ADM        Investor




Servs Inc                  304     S.W.3d         371 376      Tex 2010

               Because            the    forum-selection clause                      that                  both    Banamex         accounts
                                                                                             governs                                                 is   mandatory


and     there        is   no     reason not to enforce                  it   this   Court must          dismiss the Estates             counterclaims              based



on     the    Bank         agreements             forum-selection clause                    See Deep       Water     Slender      Wells       Ltd          Shell    Intl



Explor               Prod Inc 234                    S.W.3d        679 687           Tex         App.Houston                      Dist       2007     pet     denied


        motion            to   dismiss       is   the                                  mechanism            for                    forum-selection clause
                                                         proper procedural                                        enforcing


that         party        to the      agreement          has violated         in    filing    suit.




                                                                                 Conclusion



              The         Court       should       enter     the    proposed           order submitted            with     this   motion       and        dismiss    the



Estates         claims arising               out    of Dorothys              Banamex          bank     accounts




                                                                                    Respectfully           submitted



                                                                                     SUSMAN GODFREY                       L.L.P




                                                                                    By/s/        Mateo Fisher

                                                                                            Johnny          Carter

                                                                                            State    Bar   No     00796312

                                                                                            jcartersusmangodfrey.com
                                                                                            Richard          Hess

                                                                                            State    Bar   No     24046070




3801298v1/013774




                                                                                                                                                                           01558
                   rhesssusmangodfrey.corn
                   Kristen     Schiemmer
                   State     Bar   No   24075029

                   kschlemmersusmangodfrey                    .com
                   Mateo Fisher
                   State     Bar   No   24077692

                   mfishersusmangodfrey.com
                   1000      Louisiana     Street    Suite   5100

                   Houston         Texas   77002-5    096

                   Telephone         713     651-9366

                   Fax       713     654-6666



                   Robert          Maclntyre    Jr

                   State     Bar   No   12760700

                   macintyre@mmlawtexas.com
                   Maclntyre        McCulloch       Stanfield       Young
                   2900 Weslayan           Suite    150

                   Houston         Texas   77027

                   Telephone         713    547-5400

                   Attorneys       for Shelby Longoria




3801298v1/013774




                                                                            01559
                                                 CERTIFICATE OF CONFERENCE

           Counsel         for      Shelby     Longoria         has conferred               with counsel          for   James       Thomas    Dorsey on


August     25      2015        in     good     faith       effort   to    resolve         the   matters    raised      by   this   motion and    counsel



for Plaintiff      is    opposed       to the        disposition         of the matters          raised    in   this   motion




                                                                                    /s/    Mateo Fisher
                                                                                    Mateo        Fisher




                                                       CERTIFICATE OF SERVICE

          This      is    to    certify      that     on    August        27 2015                true     and   correct              of the   above   and
                                                                                                                             copy



foregoing       instrument was                properly forwarded               to     the       following       counsel of record        in   accordance



with Rule       21 of the Texas              Rules         of Civil Procedure              as indicated         below


          James         Austin      Fisher                                          Via E-Service

          Fisher           Welch
          Ross      Tower           Suite    2800

          500      North       Akard        Street

          Dallas         Texas       75201

          Email jfisher@fisherwelch.com


          Attorneys for James                   Thomas         Dorsey         Sylvia        Dorsey and Adriana Longoria



                                                                                /s/Mateo            Fisher

                                                                                    Mateo        Fisher




3801298v1/013774




                                                                                                                                                            01560
01561
                                                             Case       Number 414270


IN    THE ESTATE OF                                                                     IN       THE PROBATE                    COURT NUMBER ONE
DOROTHY           LOUISE         LONGORIA
DECEASED
                                                                                                                         HARRIS         COUNTY TEXAS




                                                  Affidavit of                     Mateo               Fisher




              Mateo Fisher            declare    as     follows



                      My     name       is    Mateo         Fisher                 am       over       the    age     of twenty-one           21          years   am


                to               to    the    matters        stated       herein                have    personal           knowledge        of the        facts   and
competent             testify



statements      in this   declaration           and    each       of the facts             and     statements         is   true   and    correct




                        am      an    attorney        in the       law        firm of Susman                    Godfrey          L.L.P        am      licensed     to




             law in the state of Texas                and     before          this    Court            represent         Shelby     Longoria        in the    above
practice



                                                                                                                                         Motion       to    Dismiss
referenced      litigation           provide     this    affidavit            in     support of Shelby                Longorias


the   Estates    Counterclaims              Relating to Dorothy                      Longorias           Banamex            Accounts


                      Attached        as    Exhibit                    true     and        correct                  of the Original        Counterclaims           of
                                                             is                                         copy



James      Thomas                       Independent                Executor                of    the    Estate        of    Dorothy        Louise         Longoria
                        Dorsey


Deceased To Shelby Longorias                          Third       Amended              Contest of 2010 Will of February                             Il 2015


                      Attached         as    Exhibit              is     true         and        correct       copy        of     document          produced       by



             Longoria      bates-labelled             SLONGORIAOO3O85                                   consisting          of      signed         bank     account
Shelby



application     for   Banamex          Dollars Checking                  Account             dated      December            12 1999


                      Attached        as    Exhibit     2A        is     true        and    correct          certified     partial translation            of Exhibit



      document produced               by     Shelby Longoria                  bates-labelled               SLONGORIAOO3O85                     consisting         of




                                                                                                                                                                        01562
signed    bank       account     application        for   Banamex               Dollars         Checking           Account           dated      December          12


1999


                       Attached      as   Exhibit           is          true     and         correct      copy     of             document        produced        by



           Longoria          bates-labelled         SLONGORIAOO274O                                  consisting         of          signed       bank        account
Shelby



application      for   Banamex       Mexican        pesos        Checking             Account          dated      February           10 2005


                       Attached      as   Exhibit         3A      is          true     and     correct         certified          partial      translation      of



document        produced        by Shelby      Longoria                bates-labelled                SLONGORIAOO274O                           consisting       of



                                                          Banamex              Mexican                                            Account       dated
signed bank          account     application    for                                             pesos      checking                                     February



10 2005


                       Attached      as   Exhibit          is          true     and        correct     copy       of         Banamex           Bank     document


              that    the   Banamex       Dollars     checking                account         no                            and    the    Banamex        Mexican
showing



pesos    checking       account     no                      were        both closed             on     April    18 2012


                       Attached      as   Exhibit           is         true     and        correct      copy      of the          Affidavit      of   Dr      Carlos



Gabuardi


          10           Attached      as   Exhibit           is          true         and     correct      copy         of         document        produced        by



                            bates-labelled     SLONGORIAOO2934                                 consisting         of the terms and               conditions       for
Shelby Longoria



Banamex       checking         accounts



          11           Attached      as   Exhibit    6A        true     and      correct        copy      of      document produced                     by    Shelby



                                                                                                          of                terms        and                      for
Longoria       bates-labelled          SLONGORIAOO2934                                consisting                 the                            conditions




Banamex       checking         accounts



          12           Attached      as   Exhibit     103        is     true     and        correct     redacted copy                of the First Amended



Disclosures          of James Thomas                             Independent                 Executor          of the Estate              of Dorothy          Louise
                                               Dorsey


Longoria       of June          2015




                                                                                                                                                                        01563
          FURTHER           AFFIANT SAITH                     NOT

                                                                           3k
                                                                      Mateo Fisher


          SUBSCRIBED               AND SWORN TO BEFORE                          ME       Notary        Public     by Mateo      Fisher on

this   27th day of August          2015           to    certify   which witness   my official     hand      and   seal   of office


                                                                                                  ii


                                     ALLEN
                                                                      Notai y/Public   in   and   for the    State   of Texas
                           Pubhc   State    ol Texas
               Notary

              Commission      Expires      0622        2018

                                                                           crnniission
                                                                      My                    Fpii   es
                                                                                                         _______________________




                                                                                                                                            01564
01565
EXHIBIT




          01566
                                                        CASE     NUMBER               414270


IN     THE ESTATE OF                                                               IN    PROBATE              COURT NUMBER ONE
DOROTHY LOUISE LONGORIA
DECEASED                                                                                                HARRIS         COUNTY TEXAS


               O1UGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY
                    INDEPENDENT EXECUTOR OF THE ESTATE OF
                             DOROTHY LOUISE LONGORIA DECEASED TO
         SHELBY LONGORTAS              THIRD AMENDED CONTEST OF 2010 WILL



TO THE HONORABLE JUDGE OF                                       THIS      COURT

             COMES       NOW          James Thomas Dorsey                  in his     capacity         as   Independent Executor of the


Estate       of Dorothy           Louise Longoria          Deceased         as   Counter-Plaintiff              andpleads the following


counterclaims           in
                             response       to   Shelby Longoria             Third Amended                  Contest of2O 10 Will            stating




the following       causes           of action        against   Shelby Longoria                  as   Counter-Defendant



                                                             Discovery           Level



                    Pursuant           to   TEx          CIV         190    Counter-Plaintiff                states   that   discovery       in this




case    is   intended        to    be conducted          under Level             of that        Rule


                                                                 Overview


                    These counterclaims                    are brought        by        citizen       of Texas       against   another      citizen




of Texas Counter-Plaintiff                       is   the personal     representative             of an     estate    pending in     this    Court


and adjudication              of these counterclaims                 is   essential        to    administration         of   that   estate     The




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORTA DECEASED
TO SHELBY LONGORTIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                     Page




                                                                                                                                                       01567
Decedent        lived     in Texas          for    the last 25 years            of her          life     These      counterclaims           are   based



entirely     on Texas         law None of them                   is   based on any law of the United                           Mexican       States



                                                                     The     Parties



                      Counter-Plaintiff James                    Thomas Dorsey                   is   an individual       who    is   bringing     these



counterclaims           in    his capacity            as    the duly appointed              Independent Executor                  of the Estate of



Dorothy Louise Longoria                       Deceased


                    Counter-Defendant                        Shelby Longoria               is   an individual          who    resides in Hidalgo



County Texas                  Counter-Defendant                  commenced                 this       action    and has       appeared        through



counsel      in this    action       so this pleading            maybe        served on               him through      his    attorneys of record



                                                                     Jurisdiction



                    Pursuant          to   Sections          4A 4B          and 4F of the Texas Probate                      Code      the Court has



jurisdiction       over the          subject          matter    of    this    civil    action            The     Estate      of Dorothy           Louise



Longoria      is   pending in         this       Court and       this       Court     is        statutory       probate      court     As   explained



more    fully   below         this   action       is   brought by            personal           representative         on behalf       of that     estate




and   this   action      is   related       to    that      estate     In addition               the    exercise       of pendent or         ancillary




jurisdiction       over      this    action      is    necessary       to   promote judicial efficiency                       and economy



                    The Court               has        in
                                                            personam         jurisdiction               over     Counter-Defendant                Shelby



Longoria      by virtue of his             filing      of Shelby Longorias                      Third Amended             Contest      of 2010 Will


in
     response      to    which         these          counterclaims           are     pleaded              In    addition       general      personal




ORIGINAL        COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGORTA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                            CONTEST             OF    2010     WILL                              Page




                                                                                                                                                            01568
jurisdiction       exists      because               the    Counter-Defendant                    has      had      continuous          and    systematic



contacts      with the       State   of Texas and               specific          personal       jurisdiction          exists   because       this    action



arises   out of contacts         by the Counter-Defendant                                with the State          of Texas       as   explained       below


                                                                           Venue


                       Pursuant       to    Section          6A     of the Texas               Probate      Code       the venue         of this      action



is   proper because the Estate of Dorothy Louise Longoria                                              Deceased          is   pending      in this    Court



and    this   action    is   related to that               estate     as   explained            more      fully    below


                                                            Conditions                  Precedent


                       All conditions precedent                      to    Counter-Plaintiffs                rights    to    plead and to prosecute



these    counterclaims               and    to       recover        the     relief        requested         herein       have        occurred       or been



fulfilled




                                      Facts          Applicable             to    All Causes           of   Action


                       OnJuly3         1942 Eduardo                  LongoriaEduardo                             andDorothyLouiseKowalski



Dorothy            were married                 in   the City of          Laredo          in   Webb County Texas


          10        When         they       were           married         Dorothy             was         citizen     of the        United        States    of



America and Eduardo                   was            citizen    of the United Mexican                         States     Mexico               but he had




              This petition does                 not recite         every        fact    on which the Counter-Plaintiffs                        claims      are

based     It is   intended      only       to    be         short statement               of the cause           of action    sufficient      to    give fair

notice   of the claim involved                         as   required        by     TEx           CIV             47

ORIGINAL          COUNTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR           OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED

TO SHELBY LONGORTAS THIRD AMENDED                                                CONTEST             OF   2010    WILL                                Page




                                                                                                                                                                  01569
been    living    in    the    United    States   and   after   the    wedding      the    couple        initially   settled         in




McAllen         Texas


           11       The      marriage    of Eduardo     and Dorothy was subject            to   the laws        of the    State      of



Texas      including        the law   of community      property



           12       Eduardo       and Dorothy had four children             all   of whom       are    living    Their names



are     Adriana        Louise Longoria        Adriana           Eduardo      Longoria       Jr        also   known       as   Wayo


Longoria        Wayo            Sylvia   Rene Dorsey     Sylvia           and Shelby Longoria                Shelby               All



of them reside         in   Texas


           13      Eduardo        and    Dorothy    amassed       considerable       wealth       through            variety         of



business     activities       and investments



           14       Over      time Shelby took control over the business                  and investments            owned by


Eduardo      and Dorothy



           15       Shelby managed property and accounts                   owned by Dorothy and                 represented          to




her that   he was      doing     so for her benefit      Indeed       the account   statements           were not even sent



to   Dorothy     even though she was identified as the sole owner                   of the accounts              The     accounts



included but are not limited to the following                   accounts      collectively            Dorothys Accounts


in   Mexico

                               Banamex Account          Number 7572369315


                               Banamex Account          Number 7518181565                 and




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                        Page




                                                                                                                                          01570
                                        BanRegio           Account            Number 75-00454-001-8


             16           In addition           Shelby expressly agreed                          to    hold       in   trust for the benefit of Dorothy



property that            Shelby obtained               from Eduardo                  In      letter to            Dorothy dated                 August               1983      for




example Shelby and Wayo promised Dorothy                                                  that        the     assets             that    Daddy       has    willed to          us


as    long   as   you live            we     will   hold     them        as    if   they were              yours and                           will   make           the fruits



available         to    you     for    your direction             as     to    their     use           These promises were made by Shelby


while     he was residing in Texas and they were                                          set    forth        in        letter          that   was    sent to Dorothy



from an address                in   Texas Shelby breached                           these promises                     to    Dorothy by          failing         to    account



for   the property             that    was     given    to    Shelby by Eduardo by concealing                                             from Dorothy material



facts   about          that    property        including           its   nature extent                     value            and profitability                   by   failing    to




hold and maintain                     that    property       as    if    it    belonged               to    Dorothy                by paying          himself           income



generated         by the property by                    failing          to    disclose to                 Dorothy               that   he had done so and by



failing      generally to             make     the fruit of that               property           available                 to    her for her        use


             17           Likewise            in     letter       dated        October                2007 which Shelby                          sent to Dorothy                at




her residence            in    Houston Texas Shelby made                                 specific promises with respect                                    to        large   sum


of money          that        Eduardo        wished for Dorothy                     to   have upon                his       death         Admitting             that    he held



such funds         in trust         for Dorothy            and in recognition                    that        Dorothy intended                    to   leave          her estate



to   her daughters              Shelby promised that                          within      thirty           days    after          Dorothy       died he would pay



$100000           to    Sylvia and           $100000         to    Adriana               Upon Dorothys                           death Shelby repudiated                     and




ORIGINAL           COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR            OF THE ESTATE OF DOROTHY LOUISE LONGORTA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                                    CONTEST                OF     2010          WILL                                    Page




                                                                                                                                                                                     01571
breached         this    promise       to     Dorothy            While he did tender                     check       for   $100000           to   Sylvia and



  check         for   $100000       to      Adriana         he printed on the checks                      language that            if   the checks             were


negotiated             would have resulted                  in      release          of   their   rights        in   Dorothys          estate      and     rights




against        Shelby          self-serving           conditions which                Shelby had no               right    to   impose       The        fact    that




Shelby         arbitrarily      demanded such                releases for his benefit                     as    conditions        on   his   performance


of an unconditional               duty to pay           $100000           to                and $100000               to
                                                                               Sylvia                                      Adriana        proves         that




Shelby knew             that   Dorothy owned valuable                      claims          against      him            Shelby knew           that
                                                                                                                                                        Dorothy


intended        to    leave her entire             estate   to   Sylvia and Adriana                    and           Shelby knew         that      Sylvia and



Adriana         themselves         had valuable                  claims    against          him          all      of which       he now           dishonestly



denies



           18            Shelby owed                 fiduciary duty to               Dorothy               as     an agent      for    Dorothy                  as




trustee    of an express            trust      for    the benefit         of Dorothy               and       in   addition       or in the alternative



      pursuant         to    an informal           fiduciary relationship                  with        Dorothy


           19            In contravention               of   his    fiduciary             duty    to    Dorothy        under Texas              law      Shelby



failed    to    advise Dorothy              fully     and    fairly   regarding             the nature            and extent of her property and


his   actions         with   respect     to   her property           and the property he was holding                             in    trust supposedly



for   her benefit



           20           In fact     Shelby managed for                         his    own        benefit       Dorothys          property          as    well        as




property        he was         holding        in    trust   supposedly               for her benefit                 He caused income               from the




ORIGINAL             COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR              OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THiRD AMENDED                                              CONTEST             OF    2010        WL                                   Page




                                                                                                                                                                          01572
property    to   be paid    to   him or        to   others for his benefit        and    failed     to   disclose to Dorothy that



he had done so



          21       Eduardo        died on January26                2005   at   the age    of9l           He   was born on October



25 1913


          22       When      Eduardo           died    all    of the property    in his    estate        was community property


of which one-half was             owned by Dorothy under Texas law


          23       Eduardo        died     in       Webb County Texas             where     he and Dorothy               had lived   for




many years


          24       After    the death          of    Eduardo Shelby        continued        to    manage Dorothys               property



and continued       to   represent        to   her that       he was managing       her property           for     her benefit    but he



intentionally concealed             from Dorothy the nature extent                   and value           of her property         what he


had done with her property                     over    the    years and    how much money                     he had been paid           or



otherwise      derived     from the property



          25       In fact       Shelby managed the property                   for his   own      benefit and engaged in self-



dealing    transactions      that    he    failed     to     disclose to Dorothy



          26       Dorothy died           in    Harris     County Texas on         April     62012            at   the age of   92 She


was born on       May        1919




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGOPJA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                            Page




                                                                                                                                              01573
           27          By   order dated        October          2012         this      Court admitted          to   probate       Dorothys          Last



Will      and        Testament     dated           January     21 2010                 and   appointed          James        Thomas         Dorsey


Independent Executor of the Estate                          of Dorothy



           28          Letters   Testamentary were issued                         to   James Thomas Dorsey on the same                              day


and such Letters Testamentary are currently in                                full     force and effect             so he   is   fully   authorized



to   bring   this     action



           29          Whenever         it    is    alleged    herein        that       Shelby acted           or    communicated              in
                                                                                                                                                     any


fashion then such allegation                       should   be taken         to   mean


                                 That the Shelby himself took such action                                or   made such communication


or   in   the alternative



                                 That         duly authorized            agent         of Shelby took such             action       or   made       such



communication             on behalf          of Shelby        and   in      the   course     and scope of the agency                      or    in   the



alternative



                                 That        such     action      or     communication               was       by     one        having    apparent



authority       to    do so on behalf         of Shelby        or      in   the alternative



                                 That Shelby           ratified     and adopted such action                     or communication                as his




own and      thereby        became      legally responsible                 for it




ORIGINAL         COUNTERCLAiMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR          OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                        CONTEST             OF   2010    WILL                                 Page




                                                                                                                                                           01574
                                                                 First    Cause     of Action

                                                               Demand         for Accounting



              30              Counter-Plaintiff                repeats    and incorporates         by reference          all    of the foregoing


avennents                If   any averment             is    inconsistent with this cause          of action       the averment           is   pleaded



in   the alternative                  as   authorized          by Rules    47 and 48 of the Texas Rules                   of Civil Procedure


              31              Pursuant        to    Section      489B     of the Texas       Probate        Code    Section         113.151       of the


Texas        Trust       Code          and the        common          law of the    State   of Texas Counter-Plaintiff                    is    entitled




to and hereby requests                         that     Shelby provide            full   accounting       of1      all   of his     activities     as   an



agent        for   Dorothy                   all    transactions done or caused by                 him involving          property        owned         in




whole or           in   part    by Dorothy              including       but not limited to Dorothys             Accounts            in   Mexico and


       all   transactions              involving         property       held     by him   in trust    for   Dorothy


              32              Anticipating            that   Shelby will plead the defense             of limitations          in   response      to this




cause        of action          Counter-Plaintiff pleads                  that    Section    16.069    of the Texas Civil Practice                   and


Remedies                Code     is    applicable            and precludes        application      of any     statute       of limitations              In



addition            Counter-Plaintiff                  pleads         under    Texas     law   the     discovery         rule       and   fraudulent



concealment by Shelby                          Despite         his   fiduciary duty of full disclosure              Shelby concealed               from



Dorothy the nature extent and value                                    of her property what he had done with her property



over     the       years and               how much            money he had been              paid     or otherwise            derived         from the



property           The        nature       of the   injuries     to   Dorothy and her        estate    were inherently undiscoverable


because of the relationship                         of trust and confidence              between      Dorothy and Shelby and because



ORIGiNAL            COUNTERCLATMS   OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR             OF THE ESTATE OF DOROTHY LOIJTSE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                                CONTEST      OF   2010     WILL                                 Page




                                                                                                                                                             01575
he breached             his        fiduciary       duty    of   full    disclosure         of    all   facts     that        might       affect        Dorothys


interests         The            injuries    to   Dorothy and her          estate        are    objectively             verifiable        because money


that     should        have         been paid        to    Dorothy       was   withheld            from her and diverted                          to    Shelbys


benefit



           33               It    was both reasonable              and necessary           for     Counter-Plaintiff to retain                          attorneys



to   prepare      and       to    prosecute        this   action       Pursuant     to   Section        113.151           of the Texas Trust Code


and other applicable                       Texas     law     Counter-Plaintiff              is    entitled        to and hereby requests                           an



award of attorney fees including                            litigation     expenses             reasonably          and necessarily incurred                        in




connection         with           this    action



                                                            Second       Cause of Action
                                                          Breaches       of Fiduciary             Duty


           34               Counter-Plaintiff              repeats      and incorporates                by reference               all   of the foregoing



averments              If
                            any averment            is   inconsistent     with      this   cause        of action            the averment              is   pleaded



in   the alternative                as    authorized       by Rules       47 and 48 of the Texas                        Rules       of Civil Procedure


           35               Under         Texas     law Shelby breached              his       fiduciary duty to Dorothy                      by             failing




to   disclose to her                fully    and fairly      all   information           that    might         affect        her interests         in       property



managed by him                     including       both her community               property           and property held by Shelby                           in trust




for her            failing           to   act     with utmost good          faith    and        fair   dealing          in   the   management                 of her




property         and property held                 in trust for     her and       in his        other activities              affecting       her interests



       failing    to    act       with undivided            loyalty to Dorothy             in the       management of                    her property              and



ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORJAS THIRD AMENDED CONTEST OF 2010 WTLL                                                                                                      Page    10




                                                                                                                                                                         01576
property held by                him in    trust for   her and       in his   other activities               affecting     her interests and



engaging         in    self-dealing           transactions that          were    detrimental           to    her   and     in   addition      or in the



alternative           improperly          benefited       him


            36           The     breaches        of fiduciary duty by Shelby proximately                                  caused compensable



harm to Dorothy and                    her estate     Under       Texas law Counter-Plaintiff                       is   entitled      to and hereby



requests       entry ofjudgment                 against        Shelby for actual damages                    in   an amount       to   be determined



by the      trier     of fact    in accordance            with Texas law            The damages awarded                         should      include   all




amounts        of     money which were withdrawn                          from Dorothys               Accounts           in   Mexico        and which



Shelby cannot             show         specifically       to   have been withdrawn                   for    Dorothys          benefit       or with   her



fully   informed consent



            37           The      breaches        of fiduciary            duty    by     Shelby             constituted         fraud          gross



negligence              and      malice          as   those      terms    are defined           in     Chapter 41             of the Texas        Civil



Practice      and Remedies                 Code       Despite       his    fiduciary      duty        under Texas               law    to   disclose to



Dorothy       all     facts     that    might    affect        her interests Shelby intentionally                                     the alternative
                                                                                                                         or     in




with    reckless        disregard for Dorothys                   rights concealed from Dorothy                           the nature extent            and


value    of her property what                    he had done with her property                         over        the
                                                                                                                         years and          how much


money he had been                 paid or otherwise             derived    from the property                     Under     Texas law Counter-


Plaintiff     is    entitled      to and hereby requests                  entry of judgment                 against      Shelby for exemplary



damages        in     an amount          to   be determined by the               trier   of   fact     in    accordance          with Texas       law




ORIGiNAL           COUNTERCLAIMS OF JAMES THOMAS DORSEY Th4DEPENDENT
EXECUTOR            OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                          CONTEST        OF     2010        WILL                              Page    11




                                                                                                                                                            01577
             38       Shelby       derived        profits     by means           of the breaches        of   his    fiduciary       duty    to




Dorothy            Under    Texas       law    Counter-Plaintiff            is   entitled   to and hereby requests                  entry of



judgment           decreeing     that     Shelby disgorge            all   profits    received       by him or by          his    wife     his




children          or any other persons           designated         by    him    as   result    of the breaches          of his fiduciary



duty    to   Dorothy


             39       Shelby acquired             property     by means of the breaches                  of   his    fiduciary duty         to




Dorothy           Under    Texas        law    Counter-Plaintiff            is   entitled   to and hereby requests                  entry of



judgment          imposing        constructive        trust   on    all                             by Shelby or by         his
                                                                          property acquired                                       wife     his




children      or any other persons               designated         by    him    by means of the breaches                of his fiduciary



duty    to   Dorothy


             40       Anticipating        that    Shelby     will   plead the defense           of limitations      in   response    to this




cause    of action        Counter-Plaintiff pleads             that       Section     16.069    of the Texas Civil Practice                and


Remedies           Code    is   applicable        and precludes            application      of any     statute      of limitations          In



addition          Counter-Plaintiff           pleads        under    Texas        law   the     discovery        rule and        fraudulent



concealment by Shelby                   Despite     his   fiduciary duty of full disclosure                 Shelby concealed             from



Dorothy       the nature extent            and value         of her property what he had done with her
                                                                                                       property



over    the
              years and          how much money                he had been paid                or   otherwise       derived       from the



property The nature of the                injuries     to   Dorothy and her           estate    were inherently undiscoverable


because of the relationship               of trust and confidence                between       Dorothy and Shelby and because




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY iNDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                              Page    12




                                                                                                                                                 01578
he breached         his       fiduciary         duty    of full disclosure                  of    all      facts     that   might      affect          Dorothys


interests        The        injuries    to      Dorothy and her           estate          are objectively               verifiable          because money


that     should    have        been paid          to                    was     withheld               from her and diverted
                                                        Dorothy                                                                                   to    Shelbys


benefit



           41          It    was both reasonable                 and necessary              for Counter-Plaintiff to retain                            attorneys



to
     prepare     and   to    prosecute          this   action     Pursuant           to    Section          114.064         of the Texas Trust Code


and other applicable Texas                        law       Counter-Plaintiff                is       entitled       to and hereby requests                        an


award of attorney fees including                         litigation      expenses                reasonably            and necessarily mculTed                     in




connection        with       this    action



                                                            Third      Cause     of Action

                       Breach          of Promise           To Hold Property                          for   Dorothys           Benefit



           42          Counter-Plaintiff                repeats        and incorporates                     by reference        all     of the foregoing


averments         If   any averment              is   inconsistent       with    this       cause           of action       the avennent               is   pleaded



in   the alternative           as    authorized         by Rules 47 and 48 of the Texas                                 Rules       of Civil Procedure


           43          Shelby promised Dorothy                         that    he would hold                       in trust   for    Dorothy            all   of the



assets    that   Eduardo         gave      to    Shelby and         Wayo       and        that    he would make the income                             from such



property        available       to   her     for her        direction     as    to    their           use      These promises were made by



Shelby while           he was          residing        in   Texas        Shelby breached                       these promises                to   Dorothy          by


failing    to    account        for the         property        that    was     given            to    Shelby and             Wayo      by Eduardo by


concealing        from Dorothy                  material      facts     about        that        property           including         its    nature extent



ORIGINALCOUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGOPJAS THIRD AMENDED                                             CONTEST                 OF    2010    WiLL                                    Page   13




                                                                                                                                                                        01579
value     and profitability               by    failing       to   hold     and maintain              that
                                                                                                              property          as    if   it   belonged     to




Dorothy       by paying              himself         income        generated       by the property                      by    failing      to    disclose to



Dorothy       that    he had done so and by                        failing       generally       to     make        the       fruit    of that     property



available to her for her                use


         44           These breaches                 by Shelby proximately                 caused compensable                         harm to Dorothy


and her estate              Based       on the        doctrines           of breach-of-contract                     promissory estoppel                     and



money-had-and-received                        under Texas             law        Counter-Plaintiff                 is    entitled         to     and hereby



requests      entry ofjudgment                against        Shelby       for   actual damages               in   an amount           to   be determined



by the   trier   of   fact      in   accordance         with       Texas law


         45           Anticipating            that    Shelby       will   plead the defense             of limitations               in
                                                                                                                                          response    to this




cause    of action         Counter-Plaintiff pleads that                        Section    16.069        of the Texas             Civil Practice            and


Remedies         Code      is    applicable           and precludes             application           of any        statute       of limitations             In



addition       Counter-Plaintiff                pleads        under        Texas      law    the        discovery              rule        and    fraudulent



concealment by Shelby                    Despite       his    fiduciary duty of full disclosure                              Shelby concealed          from



Dorothy the nature extent                      and value           of her property what                  he had done with her property



over    the
              years and              how much money                  he had been            paid        or        otherwise           derived      from the



property      The     nature         of the   injuries       to   Dorothy and her           estate      were inherently undiscoverable


because of the relationship                   of trust and confidence                between           Dorothy and Shelby and because


he breached          his   fiduciary          duty     of full disclosure             of   all   facts        that       might        affect      Dorothys




ORIGINAL         COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR          OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                           CONTEST         OF    2010        WILL                                   Page    14




                                                                                                                                                                  01580
interests         The      injuries       to   Dorothy    and her       estate      are    objectively           verifiable          because money


that     should      have       been paid        to    Dorothy      was     withheld            from her and diverted                    to     Shelbys


benefit



           46             It   was   both reasonable            and necessary            for   Counter-Plaintiff to retain                     attorneys



to   prepare      and      to   prosecute       this   action      Pursuant         to    Chapter 38 of the Texas Civil Practice


and Remedies               Code       and other applicable Texas                    law        Counter-Plaintiff              is     entitled       to and


hereby requests                 an award        of attorney      fees     including            litigation        expenses            reasonably           and



necessarily incurred                 in   connection      with     this   action



                                                        Fourth Cause of Action

            Breach             of Promise        To Pay $100000                to   Adriana          and $100000                to    Sylvia



           47             Counter-Plaintiff            repeats     and incorporates                 by reference          all   of the foregoing



averments            If
                          any averment          is   inconsistent       with    this     cause      of action       the averment              is   pleaded



in   the alternative            as   authorized        by Rules     47 and 48 of the Texas                       Rules of Civil Procedure


           48             Shelby promised Dorothy                  that     within        thirty     days       of her death he would pay



$100000         to   Adriana         and $100000           to    Sylvia        These promises were                   made by Shelby                  while



he was residing in Texas and they were                              directed         to    Dorothy         at   her residence            in    Houston


Texas       Shelby breached                    these promises        to    Dorothy             by tendering          to   Adriana         and Sylvia


checks     that   they could          not negotiate       without         waiving         their rights      in Dorothys              estate        and   their




rights    against         Shelby          self-serving     conditions          which           Shelby had no          right     to    impose




OFJGINAL          COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR           OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                         CONTEST              OF   2010   WILL                                    Page     15




                                                                                                                                                                 01581
          49          Based on the doctrines of breach-of-contract                                    promissory estoppel               and money-



had-and-received                under Texas          law        Counter-Plaintiff               is    entitled      to and hereby requests



entry of judgment               against     Shelby     for      $200000         in   accordance              with Texas       law


          50          Anticipating          that    Shelby      will   plead the defense                of limitations       in   response      to this




cause    of action        Counter-Plaintiff pleads that                  Section            16.069       of the Texas Civil            Practice       and


Remedies        Code       is   applicable         and precludes          application                of any      statute   of limitations              In



addition        Counter-Plaintiff             pleads           under   Texas         law the            discovery      rule       and    fraudulent



concealment by Shelby                     Despite    his    fiduciary duty of full disclosure                        Shelby concealed             from



Dorothy        the nature extent             and value          of her property what                     he had done with her property



over    the    years and          how much money                  he had been paid                      or   otherwise       derived         from the



property       The    nature      of the    injuries      to   Dorothy and her              estate      were inherently undiscoverable


because       of the relationship           of trust and confidence                  between           Dorothy and Shelby and because


he breached        his     fiduciary        duty     of    full   disclosure          of    all      facts   that    might    affect         Dorothys


interests       The   injuries       to    Dorothy        and her      estate        are objectively             verifiable because             money


that   should     have      been paid         to    Dorothy        was    withheld                from her and diverted                 to    Shelbys


benefit



          51         It   was both        reasonable           and necessary              for   Counter-Plaintiff to retain                  attorneys



to   prepare    and   to   prosecute         this    action       Pursuant           to    Chapter 38 of the Texas Civil Practice


and Remedies          Code         and other applicable Texas                        law        Counter-Plaintiff            is   entitled     to and




ORIGINAL        COUNTERCLAIMS OF JAMES THOMAS DORSEY ThUJEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                       CONTEST                 OF   2010    WILL                              Page    16




                                                                                                                                                            01582
hereby requests           an award        of attorney          fees    including           litigation       expenses        reasonably           and



necessarily incurred in connection                      with    this   action



                                                     Fifth Cause            of Action

         Declaration of Invalidity                  of Donation             Agreement dated January                         11     2005


           52        CounterPlaintiff              repeats      and incorporates                by reference        all    of the   foregoing



averments       If
                     any averment           is   inconsistent         with this cause           of action        the averment       is   pleaded



in   the alternative         as    authorized      by Rules       47 and 48 of the Texas Rules                          of Civil Procedure



           53        On      January             2015    Shelby produced                  for    the   first     time      photocopy         of


document        dated        January        11     2005        written        in    Spanish            entitled     CONTRATO                     DE

DONACION             the Donation                Agreement              The   Donation Agreement                   purports to be signed



by Eduardo      and Dorothy



           54        By   order dated        January      292014             Shelby was ordered by                 this    Court    to   produce


documents       such    as   the Donation Agreement                    no   later   than    February         282014          His    production



of the Donation Agreement                   on January            2015 was               over   ten months         late



           55        On   the date of the Donation                    Agreement Eduardo                     was    dying    and on hospice



care     Fifteen     days         later Eduardo         died          The Executor              believes       and now        avers       that    on



January     11 2005 Eduardo              lacked     the requisite           mental capacity            to   make        legally enforceable



contract



           56        The Donation Agreement                      states     that    it   was    signed      in    Reynosa      Tamaulipas


Eduardo     was not       in      Reynosa    on the date of the Donation                        Agreement



ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                   Page     17




                                                                                                                                                       01583
          57           In the seven             years that    Dorothy lived            after   the date of the Donation              Agreement


she never        mentioned           it   to    either   of her daughters              both    of    whom        lived    near her in     Houston


or to   her son-in-law              the Executor                 whom         she     saw   frequently           or in her correspondence



which     was      extensive              or    in    her personal          notes      where        she    wrote     extensively          about    her



financial        situation          Indeed           during   those seven years               she    made numerous             statements         both



written     and oral         that    are inconsistent                with   the existence           of the Donation          Agreement


          58           Based on the foregoing                    facts      and others         the Executor believes                and therefore



avers     that    the Donation                 Agreement        is     forgery



          59           The     Executor              believes         and     now      avers        that   the    Donation         Agreement            is




unenforceable           for   lack        of consideration                  in   the alternative           for              of consideration
                                                                       or                                        failure




          60           There        exists       an actual       controversy           between         the    Executor        and Shelby          as    to




whether or not the Donation Agreement                                  is     valid     and enforceable             contract



          61           Consequently                  under Chapter 37 of the Texas                         Civil Practice          and Remedies



Code      the     Executor          hereby            requests        entry      of     judgment           declaring        that   the    Donation



Agreement         is   invalid and wholly unenforceable



          62           Pursuant           to   Section    37.009 of the Texas Civil Practice                        and Remedies          Code         the



Executor         requests      an award              of costs and reasonable                   and necessary             attorneys       fees as       are




equitable and just




ORIGINAL         COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR          OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                             CONTEST          OF   2010     WILL                           Page        18




                                                                                                                                                             01584
                                                                     Prayer for Relief


          WHEREFORE                            PREMISES                  CONSIDERED                     Counter-Plaintiff            James           Thomas


Dorsey        Independent                Executor            of the Estate of Dorothy Louise                          Longoria       Deceased           prays



that   upon         due notice            and        trial    by jury or upon hearing                         on motion       for    entry of default



judgment           or motion        for
                                              summary judgment                    the Court renderjudgment                   for    Counter-Plaintiff



and against Counter-Defendant                                Shelby Longoria                  awarding the following               relief    under Texas


law


                                decree        commanding                 Counter-Defendant                    Shelby     Longoria           to    render     an



accounting           of   all   property           that   was       owned        in   whole or     in
                                                                                                         part    by Dorothy Louise                  Longoria


and    that    was       within      his      possession             custody          or control         and    all    transactions         affecting       her



property           and an accounting                   of    all   actions      taken    by him         as   her agent      or trustee           specifically




including                complete         accounting               of    all   monies withdrawn                 from Dorothys                Accounts           in




Mexico


                          an award            of     actual        damages from and                 against          Counter-Defendant                 Shelby



Longoria           in    amounts         to   be determined by the                    trier   of fact    in   accordance        with Texas           law    but



the    maximum             amount             of actual            damages       currently        sought        by Counter-Plaintiff                    while



reserving          his    right under           Texas          law      to     amend    this    pleading        to    request        greater or lesser



amount        as   more evidence                is   uncovered               and the whole        truth       comes    to   light     is    $43500000




ORIGiNAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR  OF THE ESTATE OF DOROTHY LOUISE LONGOEJA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                                                 CONTEST          OF    2010    WILL                                Page       19




                                                                                                                                                                     01585
                       an award of exemplary damages from and against Counter-Defendant                                                          Shelby



Longoria        in    amounts        to   be determined               by the   trier   of fact       in   accordance        with Texas          law    but



the    maximum         amount        of exemplary damages currently sought by Counter-Plaintiff                                                    while



reserving       his   right      under Texas              law    to    amend       this    pleading          to   request            greater or lesser



amount     as   more evidence                  is    uncovered        and the whole           truth       comes    to   light         is   $10000000


                       an award            of attorney           fees     including            litigation         expenses           reasonably        and



necessarily incurred               by Counter-Plaintiff                  in    connection           with     each of      his    causes       of actions



under Texas law



                            decree        commanding             Counter-Defendant                    Shelby Longoria                 to    disgorge    all




profits   received          by   him       or by others           for    his   benefit         as      result      of     breach           by him of    his




fiduciary duty         to    Dorothy Louise Longoria


                        decree                              constructive                      on
                                      imposing                                       trust          all   property       acquired           by Counter-


Defendant Shelby Longoria                             or by others       for   his   benefit         by means of            breach          of fiduciary



duty   owed     to    Dorothy Louise Longoria


                      an award            of prejudgment                interest      on     all    actual    damages           at   the highest       rate




authorized       by law       to   the date of           judgment


                      an award            of   all    costs incurred          by Counter-Plaintiff                 in   the course          of preparing


and prosecuting             this   civil       action




ORIGNAL COUNTERCLAJMS   OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THWD AMENDED CONTEST OF 2010 WILL                                                                                            Page 20




                                                                                                                                                              01586
                     an     award     of postjudgment           interest       on   all   monetary            relief   at   the highest         rate




authorized        by law from the date of judgment                     until    paid



             10            judgment        declaring     that   the Donation           Agreement              dated    January          11 2005


is   invalid and wholly unenforceable




            11       all    writs and processes
                                                          necessary
                                                                         to    collect         the    judgment and


            12       all    other relief     to   which    Counter-Plaintiff              is   entitled       or which       the Court         may


deem        appropriate       under the circumstances             and the applicable law



            Any   inconsistent        allegations        or prayers      for relief        are pleaded in the alternative                         as




expressly       authorized       by   TEx          Civ P.47 and 48


              Reservation           of Rights      To Amend            and To Supplement This Pleading


            Because        Counter-Plaintiff        presently     does not know                 all    of Counter-Defendants                    acts




and omissions          that    caused hanu          to    Dorothy      Louise        Longoria            or her estate             or   all   of the



relevant      circumstances          surrounding such           acts    and omissions Counter-Plaintiff                             anticipates




that   it
            may be   necessary        to   plead additional        causes       of action             after   discovery       is   completed


Accordingly          Counter-Plaintiff            hereby reserves          the rights          to    amend and         to   supplement           this




pleading




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORJA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                                                    Page    21




                                                                                                                                                        01587
                                                  VERIFICATION


STATE OF TEXAS


COUNTY OF DALLAS

      BEFORE ME           the undersigned           authority     on   this    day appeared       in
                                                                                                       person   James Austin
Fisher and   made   the following            statement    under oath



               My name         is   James Austin         Fisher        am     one of the attorneys of
               record   for    James Thomas Dorsey Independent Executor of the

               Estate   of Dorothy Louise Longoria                    Deceased        in   Case Number

               414270     in   Probate        Court Number One of Harris County Texas

               and      am    authorized        under Rule 14 of the Texas Rules of Civil

               Procedure       to    execute     this   verification on his behalf                have read
               the averments set forth             in
                                                         paragraphs     53     through      60 above and
                 affirm               those
                             that               averments     are     either    within      my     personal

               knowledge            or are   supported     by evidence         of which       am aware
               and are    true      and correct




                                                              James Austin           Fisher



      SUBSCRIBED          AND SWORN TO BEFORE ME                                the undersigned authority           by James
Austin Fisher on February 11 2015




                                                              Notary Public           in   and for thtatei.1f        Texas



                                                                                                       I2M
                                                              PrintØd       Name     of Notary Public



                                                              My    Commission             Expires




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED                            CONTEST          OF   2010    WILL                      Page    22




                                                                                                                                  01588
       DATED     February 11 2015



                                    Respectfully      submitted


                                    /s/    James Austin Fisher
                                    James Austin Fisher

                                          State   Bar of Texas      Number 07051650
                                          email address      jfisherfisherwe1ch.com
                                    Shannon         L.K Welch
                                          State   Bar of Texas      Number 90001699
                                          email address          swelch@fisherwelch.com
                                    FISHER           WELCH
                                          Professional      Corporation
                                    Ross Tower          Suite     2800
                                    500 North Akard              Street

                                    Dallas        Texas 75201

                                    Telephone          214.661.9400

                                    Facsimile          214.661.9404



                                           Wesley    Holmes
                                          State   Bar of Texas Number 09908495
                                          email address          wes@wesholmes.com
                                    THE HOLMES LAW FrnM
                                     10000 North          Central Expressway      Suite   400
                                    Dallas        Texas 75231

                                    Telephone          214.890.9266



                                    ATTORNEYS FOR COUNTER-PLAINTIFF
                                    JAMES THOMAS DORSEY
                                    INDEPENDENT EXECUTOR OF
                                    THE ESTATE OF DOROTHY
                                    LOUISE LONGORIA DECEASED




ORIGINAL   COUNTERCLAIMS OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR    OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED         CONTEST    OF   2010    WILL               Page   23




                                                                                                 01589
                                       CERTIFICATE                OF SERVICE

           hereby   certify   that    on February 11 2015             true   and correct copy of   this   document
was served on Shelby Longoria                through   his attorneys of record     named below     in   the manner

indicated   and in compliance with Texas law



       Johnny          Carter        Richard       Hess and        Kristen   Schiemmer
       Susman Godfrey L.L.P
       1000 Louisiana         Street        Suite 5100

       Houston Texas           77002-5096
       BY EMAIL           TO    jcartersusinangodfrey.corn                   rhess@susmangodfrey.com               and

       kschlernrnersusinangodfrey                 corn



       Robert        Maclntyre         Jr

       Maclntyre      McCulloch         Stanfield      Young
       3900 Essex Lane           Suite 220

       Houston Texas 77027
       BY EMAIL TO            rnacintyre@rnrnlawtexas.com




                                                            /s/    James Austin Fisher
                                                            James Austin       Fisher




ORIGINAL COUNTERCLAIMS OF JAMES THOMAS DORSEY I11DEPENDENT
EXECUTOR OF THE ESTATE OF DOROTHY LOUISE LONGORIA DECEASED
TO SHELBY LONGORIAS THIRD AMENDED CONTEST OF 2010 WILL                                                      Page    24




                                                                                                                         01590
01591
EXHIBIT
           Banamex


                                                                                                                           -J



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                                                                    //
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          Banmex
                     MŁdc SA


                                                                                                                            CD




                                                                                                                            -J




SUCLJRsAL       ANZALDUAS        rcEYI4os                                        NUN        35 FECHA         1J3%/12/1
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                   FORr1A          1tIPRE9A                                                                   HOJA 3/3
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lLEflt              d43C
                                                                       cn
 1DtJARDo JNGOEIA/                                           COHYUE




EN CASO      DE    OUE   I.o3 rENcrcIArio                      SEAN    MN0IES          DE   EDAD      ENTRE0Ai        POR
CONDUCTO     DEL    REPrESENTANTE LEcA1


         hEcLAro  ClUE         LOS DOCUMENTOS     DATOS               UE    SE    PROPORCIO14AN
                                                                               SCJN CORRECTOS
           AtJTOTZO               DANCO     VEREFICAR                  ENPROPORCIONAE
                                                                                 SO   CS0   ETA
          NEORr1AC     ON           S0CJEDAD3   DE   .INFORMACIflt4 CREDITICIA    DEI.TDAMEt4i
         AUTORIZADAS             EFECTO   DE CJE C0NOCAN     MT C0MP0ITAMIENr0  COFIO   CLIFNTF
         DEL  SECT01            BAt4CARIO   El   CIFRO        COHERCAL   AHI   REG1STRAD
HE   RFCItIDC             LEIDO       EL   CONTr1o     DE      DEP03ITO          ANCARIU      DE    DINERU    CONOCJDU
COP1I     FtRMAS
         CUENTAS     DE     CHEcUES        EN   DOLAFE3


ESTO    it        AcjkRo        CON        us    TERMtHqis                  DIcroNE3               ACEPTO     QIJE   ESTA
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                                                       CN FAT0.
                                                          -/

                            Lcis

        CLIENTE     FIRMA                          uci ocs TO                                 OBTL             Mci
01596
EXHIBIT 2A




             01597
 DECLARE THAT THE DOCUMENTS AND INFORMATION PROVIDED      ARE
CORRECT AND AUTHORIZE    THE BANK TO VERIFY AND WHERE APPROPRIATE
TO PROVIDE THIS INFORMATION   TO DULY AUTHORIZED CREDIT REFERENCE
ORGANISATIONS   FOR THE PURPOSE OF UNDERSTANDING  MY BEHAVIOUR AS
CUSTOMER OF THE BANKING AND FINANCE SECTOR THERE REGISTERED




                                                                    01598
   ii
TRANSPERFECT




                                              City      of   New York         State     of   New York     County of      New     York




                        Alitasha Younger                  hereby certify that the document                Banamex          Dollars Account


                      Clause         is   to the   best      of   my knowledge          and    belief   true   and    accurate   translation   from


                      Spanish        into   English




                      A1itasha
                      Sworn     to    before       me   this


                      August    27 2015



                                               .-..




                     Stamp Notary Public




     THREE   PARK   AVENUE   39TH         FLOOR NEW YORK NY 10O6                      212.689.5555      212.6891059       WWW.TRAN5PERfECT.COM
                                                              OFFICES   IN   90 CITES    WORWWIDE




                                                                                                                                                      01599
01600
EXHIBIT




          01601
                                                                                             SOLICITUD              TJNICA     ANAMEX


                     Bana mex
                                                                                                                                               flhItffl1II1
                                                                                                                                                        365
                                                                                            VENT            EZALIZADA        POll




                                                                                                         DOCVMENTOSEP1RfGAII4IS

                                                        iDEmwXCACION           COMPEOBATE                  06 DQMcUa      COM$RO                        A1OFAE         VPiL


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                                                                                                              DI1ACIONES
                                                                                                            ONAEO$ ION QT06                   fribOs   EN   Li                F.ESENTE   ElANTE   ENA
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                     AWQEJZA4R.NA.4EXAUflUZAI.YJO                   PAOOO           IWVORMACIONVI       onqc$4TEuIDAENEErAsoucrTUD-6                        /0 QUEDERIVEN

                                                                                                                                             GUO1ONMIONRO       SANAMEX            F1iJJES
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                                                                                                                                                           06661             ocomsATOy      06
                   61          NTE DECtARA    QUE EllA      AENUAXWO     NOMSP.E     F0    CUENTAF0jlA        IrIXE    QUE     LOS BENEFICOS    DBEWADOS            CIJENTA

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                  CAD 0/SILACION              CIONAOA

                                                 FINAL   ALOUNO    DEn  FOALMISMOCUENTEQOERACElALDS            RENEFICIOX       06 25Th   CLIENT
                  osaSTIRABZNEFICLAPJO



is RECm10O           1.5100   El LOEI CON         ATO/S1CONVENIOS                   ANEXOA               CONOCIDOSX     COM0
                                                                                    DA0MX                   AN.U




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 1.1SN16                                                                                                                      SANCO              OALDEMEXICO.S.A             IRA1moE1                 NA1a6RO



                                                                                                                             BANA
                                                                                           PABA          CONSULTAS      EN3OCIEDADESDLINFORMACION                       CI1EDDECtA
                                                                     MJTORXMCION                                                                                                           3970
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04lME.1SESA  AUTORIZO

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                                                                                                          INFORMACION
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                                        EN ESIE

                                    IN6O.MAV1QN
                                                  ACIO MAXEFIESTO
                                                            ELAEOCIEDADDE
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QUEMANTENGAMOE         UNA REIAVION
 AO5 CONTADOI             IPOELAFEENA     QUESE SIOD6                                                                                           _________________________________________________
                                                                                                                                                                                                     EANCO


                                                                               ESTA       lr4PO1414AClO6            6661   USO      XNT8XNO       CONFIDSNCIAL




                                                                                                                                                                                                   SLO NGORIAOO274O

                                                                                                                                                                                                                01602
POR                   P00112
                                                       ANEXODE
                                             REPRESENTANTE     LEQAL
                                                                     COT1IULARES
                                                                         FIRMAIITES
                                                                                      IAPODERAflOS
                                                                                         ADICOPW1$


                                                                                        HQJAD2
OOOD2994538   C3679




                        EDE    U$Q lWTER1O




                                                             39-70




                                                                                          SLONGORIAOO274I

                                                                                                       01603
           ANEXO     COTifULARES    APODERAUOS
REPRESENIANTE      LEGAL RRMANTES    ADECONALES


                                    HOS     oc




                                     SLONGORIAOO2742

                                                  01604
                                                                                                 FRFIL         ThANSACCONAL                   DL    CLIENTE



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                                                                                                                                                               __________________




                                                                                        ESTA     QLIRMACIONSS              PE     ONTESDIO          YCONFSDENCIAL




                                                                                                                                                                                                                           LONGORIAOO2743

                                                                                                                                                                                                                                            01605
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                                                                                                                              3OWANDCONFFCIAO
                                  na               ex
                                                                                                                 000029945350               C39553         00156
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IOMOEE                                                                                                                -l                                                                   POACENThJ6

SHELlIY        LONGORIA      KOWALK1                                                                                                             11110A                                          100



1IIA      DO NAIIMTh2QTO    ILP        OOMKIUO     D5L    DONOICIAAIO




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                                                                                                                                                                      39-jO




                                                                                                                                                                                      SLONGORIAOO2744

                                                                                                                                                                                                        01606
                                                                                                                                                                                  AUTORi1AON                    PARA            MANJD
                                                                                                                                                                                            DE     CiJENTA          DE CHEQUES



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                                                                                                                                            IWTEGRiANTE0E1.GRUPO                    PIN     HOLE               AMEX
                  DONOIW        LEEKOWALEIcI                    05 LONGORIA



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                                                                                                                                                                                                                         SLONGORIAOO2745

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                                                                                                                                                                                    AUTORIZACFON                    PARA        MANJO
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                                                                                                                                                     W41GIWITE EEL GRUPO                 1114A4C1550         RAiASX
                      DOROThY         LOUISE         NOWALSI1           OS LONGORIA



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                                                                                                                                                                            d7oGoN41ÆLozANo
                                                                                                                                                                                GERENTE
                                                                                                                                                                                          39-70




                                                                                                                                                                                                                               SLO NG0R1A002746

                                                                                                                                                                                                                                                       01608
                      Banamex                                                                                                                                                        AUTORZAC1O
                                                                                                                                                                                                   CUETA
                                                                                                                                                                                                               PARA
                                                                                                                                                                                                                 DE
                                                                                                                                                                                                                       MANEJO
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INST        CIGNES      GE CRENITO            AM   COLIC    PARA   900SARPARA          ASONO    EN    CUEHTA        CUAJ.CUIER        CLftSE    tIE    TYWLCS          GE    CREPITO               FAVCH       15 ACUEPOO        CON    IA


                                               ARlicIILo                                               TN    Thi        rlA   YREN    flMTN           TN
oisosciol                 1sNlLEN                                                                                  II

                                          El




                                 NONBREOEL1UENSE                                                                                                           EAMtIO                     ON
                                                                                                                                               ETEGIWTE              DEL    GRIJPG    FIIW1O4ERO       SARAREX
                     IIcINOWY         WUISEKOWM.LSXt          ON   LONGORIA



                                                                                                                                                           NOUBSE




                                                                                                                                                                     AERTOaONZUZWJTO

                                                                                                                                                                                      39-70




QR-E-14fl      EQSZ                                                                      Uhks      LA       EtErEt               ETN    9MIlErO                                                                            El    dAllcO




                                                                                                                                                                                                                                SLONGORIAOO2747


                                                                                                                                                                                                                                             01609
                Ban amex                                                                                                                                             DE CUE4TA            bE CHEQUES




_W                                                               _________                        _____________                                                               DA          EIES       ARO

        S1AMPS                                                           _______
    00 SR478

ES1IALNDOS    SERORE


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HAA           sCAEs        LAS      WMAS         DEOSTADA5          EN    .S    SJESTRA         CUEWFA   OEQLOS   ARRJSA     CADA           EN    LOS TERMINOS        DEL    RTCJLO       57     05 LA   LEY


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DSPOSIC CPEt50A           EN   EL   AREICULD             PRACcJtS       10     LA   LEYGEERAL      0rITuOS   OPERACIONES      DE CRO1T0




                         044E1R5     DEl      CIJEN7E                                                                              EANCO
                                                                                                                                                 DELRUPO         FThACIERO      EAN4SEx
               DOROThY              OWAiSX1             05   LONDORIA



                         psAocuENCE                                                                                                 NQLRIRE          FUtk        DEL EJECUTNO




                                                                                                                                                           v4W
                                                                                      N0SREYFRS-AUTOElZAOQ                                         ALBEPJI         GONZALEZ        LOZWO
                                                                                                                                                          GEtENTE
                                                                                            PATRJCZA




                                                                                                                                                                                                     SLO NG0R1A002748

                                                                                                                                                                                                                   01610
01611
EXHIBIT 3A




             01612
 HAVE RECEIVED      AND READ THE CONTRACTS        AGREEMENTS   AND
APPENDICES  AS SINGLE CONTRACT FOR INDIVIDUAL PERSONS          CHECKING
ACCOUNT   FEES MN BANAMEX INDIVIDUAL PERSONS FORMS




AND   AGREE WITH     ITS   TERMS AND CONDITIONS   AND ACCEPT THAT    THIS
APPLICATION   IS   INTEGRAL   TO THEM




                                                                            01613
   ii
TRANSPERFECT




                                                City   of   New York             State       of   New York        County of       New    York




                         Alitasha     Younger            hereby certif that                  the   document Banamex               Peso   Account    Clause

                         to the     best   of
                    is
                                                 my knowledge              and      belief         true   and   accurate       translation   from   Spanish

                    into   English




                   Alitashaunge


                    Sworn     to     before       me     this


                   August         27 2015




                                                   Pu       lic




                   1KUflJ     ulfd
                         Comm$S0fl
                                           In   KiNG CO
                                                         dI12O19



                   Stamp Notary                 Public




                                                                                     .5




     THREE PARK   AVENUE     39TH    FLOOR NEW YORK NY                    10016           212.689.5555          212.689.1059      WWW.TRANSPERFECT.COM
                                                                OFflCES   IN   90   CITiES    WORLDWIDE




                                                                                                                                                              01614
01615
EXHIBIT




          01616
01617
01618
01619
EXHIBIT




          01620
                                                              Case Number 414270


 IN    THE ESTATE OF                                                                      IN    THE PROBATE                      COURT
 DOROTHY                LOUISE            LONGORIA                                        NUMBER  ONE
 DECEASED                                                                                 HARRIS COUNTY                              TEXAS



                                                Affidavit        of   Dr   Carlos Gabuardi


 STATE OF NUEVO LEON
 MONTERREY MEXICO


              BEFORE            ME        Jorge        Luis    Trevino Trevino                 the   undersigned               Notario        Publico


 on    this     day     personally          appeared             Carlos       Alberto                            JosØ
                                                                                               Enrique                  Lorenzo              Gabuardi


 Arreola        who      being       by me        first   duly       sworn     stated     the    following


                          My        name         is    Dr      Carlos      Alberto            Enrique        JosØ       Lorenzo              Gabuardi


 Arreola        PhD           am     over       twenty-one                     of                    sound
                                                                      years         age        of                 mind and            qualified        to




 make     this    affidavit               have                         knowledge          of the                                              and
                                                       personal                                          facts     stated       herein              am


 competent        to    testify     thereto



                              have    been        retained        by counsel            for    Shelby Longoria                  as       consultant



and               witness         on Mexican             law    in    the above-titled
       expert                                                                                   action



                         In    connection              with    this                             have      been
                                                                       engagement                                   requested           to    address



several       legal     questions         under         the    context     of contracts              entered       into        with          Mexican


Bank      Banco         Nacional           de     Mexico          S.A      Banamex                  in   reference         to     the    following



checking         accounts                   Banamex              US     Dollars         Checking            Account             for   Client        No

7518181565             opened        by   Ms          Dorothy Kowalsky              Longoria on December 12 1999 and


       Banamex           Mexican                                                          No
                                           pesos        Checking          Account                                               for   Client        No

                 opened        by    Ms     Dorothy Kowalsky                   Longoria on February 10 2005


                         Based       on           review of documents
                                          my                                             and    my       expertise        in    Mexican        law

have   the following
                                  opinions




                                                                                                                                                            01621
                        In   Mexico            all    contracts            for        mass                      transactions                      Mexican
                                                                                               banking                                    that



                        banks           conduct            with     the         public          including            checking          accounts              are


                        documented                        using          Standard               Contractual                  Forms           Unilateral


                        Adhesion              Contracts              that            each     bank                                         amend from
                                                                                                       may          unilaterally


                        time    to      time



                        The     terms           and         conditions                 set    forth      in     the       Standard          Contractual


                        Forms           are     binding             for        all     the                     of    that    particular
                                                                                               parties                                             banking

                       transaction                   either         acting              as     the       financial            institution               or    as


                        customers



                       The                           to    amend                              Standard          Contractual               Form
                               process                                          given                                                               are      set


                       forth       in   each         of the contracts                   concerned



                       All     of    the      Standard              Contractual                Forms                                      the
                                                                                                              documenting                        checking

                       accounts           referred            to    in    point               above      and        the     amendments              thereto


                       are valid          and        enforceable                under Mexican                  Law


                       The      Jurisdiction                   and         Mexican               Law           clauses         in     the        Standard


                       Contractual              Forms              documenting                 the     checking             accounts         referred         to



                       in    point              are        valid         and          enforceable              contractual           clauses            under

                       Mexican            law



                       The     fact      that        the    parties        to         these    contracts                            did    execute           the
                                                                                                                    actually


                       Standard           Contractual                    Forms              referred      to                   means             that
                                                                                                                above                                    they


                       expressly           and            voluntarily                submitted           themselves            to     the        exclusive


                      jurisdiction             of both             Mexican              law and        the     Mexican                              that
                                                                                                                                Judiciary                     is


                       to    the        courts        located             in     Mexico           City         or    Monterrey              Banamex

                       waiving any              other         venue            whatsoever



                                                           BACKGROUND

                     have     studied           practiced                 and                     law     in     Mexico             and     the    United
                                                                                      taught



States   for over   30 years             received                  License             in                                 from Universidad                   de
                                                                                             Jurisprudence



Monterrey     in    1981            Master            of     Laws              LL.M               with         distinction            from         Tulane




                                                                                                                                                                   01622
  University          in   2001 and              Doctorate              of Laws              Ph.D             from Tulane             University          in     2007

              and
       true           correct      copy     of    my     resume           is      attached          to   this    Affidavit           as    Exhibit



                                   have     taught           law    in    various              law schools               in   Mexico             and   the United



 States            Since       1983         have         held      research                 and     teaching          positions             at    several        other



 universities            in    Mexico      and         the    United                           For example
                                                                               States                                           was            member of             the



 National          Researchers           System          of Mexico                 from 2008               until    2014              served       as Professor



 of Law            and     researcher        at        the    Instituto             Tecnologico                     de        Estudios           Superiores          de



 Monterrey           in    Mexico        1998-2011                       acted              as the       Head      of the Law               Department            and


 served       as    Professor      of Law         at    the Universidad                      de Monterrey                      Mexico
                                                                                                                         in                      1990-1993

 was                           Professor          of    Law               St
              Visiting                                             at               Marys            University               School        of Law          in    San


 Antonio           Texas        1993-1994                and      held                             Professor             of Law
                                                                               Adjunct                                                    positions        at    both



 The                                           of
        Washington              College                Law       American                    University            Washington                  D.C Summer

 1994         and     Universidad            Regiomontana                         in        Monterrey              Mexico            1983-1985                  As


professor                  have                        courses          on
                                      taught                                        Comparative                    International                 Law       Private



International            Law      Public     International                Law               International           Business              Transactions            and


the Legal          Framework           of Doing          Business              in      Mexico            among       others



                                  have     maintained                    law practice                    since      1980        in   various           companies


and    law firms                                                 law      at      Gabuardi
                               currently       practice                                                  Abogados             in   Monterrey             Mexico

since    2004            have     also   worked                    lawyer                    the
                                                         as                            in          legal      department of the World                           Bank

in    Washington               D.C 1994-1996                     and         as     both                                                                  and     the
                                                                                                     Corporate            Legal           Manager


Assistant           Secretary         of    the        Board            of     Directors                 of     Grupo          Gamesa                    Mexican


manufacturing                 company 1980-1985                              My         law practice               focuses           on    Corporate            Law

Contracts            Business            Transactions                   Private               International               Law             as      well      as       in




International            and   Domestic          Litigation




                                                                                                                                                                           01623
                                 had     been            member of            several       legal     professional               organizations           in




both     Mexico     and       internationally                                  the Barra         Mexicana          de
                                                           including                                                     Abogados             Colegio


de    Abogados        CapItulo          Nuevo            Leon        the    Mexican         Bar Association                  Nuevo         Leon      Inn

where        was      the     Chair          of   the     International            and                              Law                                the
                                                                                            Comparative                          Committee


Colegio      de    Abogados             de    Monterrey              the     Monterrey           Bar Association                   the     Academia


Nuevo       Leonesa         de      Derecho          Mercantil             the     Nuevo         Leon       Academy              of    Commercial



Law       the Asosiacion               Nacional de           Abogados              de   Empresa           the National            Association           of



Corporate         Lawyers           the External            Advisory             Board      of    NAFTA            the       Law and         Business



Review       of    the        Americas              the     Mexican                                 of     Private                                    and
                                                                                 Academy                                     International



Comparative           Law           Academia                MØxicana               de     Derecho           Internacional                  Privado



Comparado             the     Mexican             Association              of Private       International            Law          Professors          the


Asociacin          Mexicana             de        Profesores           de     Derecho            Internacional                                and      the
                                                                                                                             Privado


International       Academy                  of   Comparative                Law            also      was     part           of the        group      that




founded     the    US-Mexico Bar                    Association              and    later   on      served    as    its      Mexican          co-chair



of the Legal Education Committee



                            Further               have    served       on the Regional                                  Board         of the Centre
                                                                                                     Advisory


for    Conciliation           and      Arbitration              of     St     Marys                                School          of                 San
                                                                                            University                                     Law

Antonio      Texas            also      co-planned              and    administered
                                                                                                    program        titled        Joint       Venture


      Transnational           Study           and    Training              Program          for     U.S      and         Mexican             Business



Lawyers       held       at      the    St        Marys         University              School       of    Law      and          Universidad            de



Monterrey



                            During            my     academic                career           have         published             more        than      20


academic      articles        and       two       books         in    both     Mexico         and         abroad        on    topics        including



Commercial          Law           and         Business           Transactions                Private         International                 Law        and



Comparative        Law           Most        recently       the Puerto             Rico     Supreme          Court       cited        my    article    on




                                                                                                                                                              01624
 forum non              conveniens             titled       Entre           Ia   jurisdiccin                Ia                                       forum non
                                                                                                                  competencia                 el




 conveniens               originally published                     in   the BoletIn                 Mexicano           de   Derecho           Comparado           in




 2008       in    its    opinion           deciding             whether           to    incorporate              the    common-law                  doctrine     of



 forum non          conveniens              in   Puerto          Rico



                                                                       II    OPINIONS

                           In      Mexico         all       contracts            for        mass                       transactions                    Mexican
                                                                                                     banking                                  that



 banks      conduct           with       the     public          including             checking                               are      documented
                                                                                                           accounts                                         using

 Standard         Contractual              Forms                                       Adhesion                                          each
                                                            Unilateral                                     Contracts            that                 bank     may

 unilaterally          amend from              time        to   time



                           The           use      of        Standard              Contractual                Forms                                    Adhesion
                                                                                                                              Unilateral


 Contracts         for     mass          banking           transactions                 including           checking           accounts        is
                                                                                                                                                     governed

 by   the   Statute        for      the Protection                and       Defense           of Users           of   Financial         Services        Ley      de


Proteccin                   Defensa              al     Usuario              de        Servicios                                        the     Statute        for
                                                                                                            Financieros

                           and           Order        in
Transparency                                                    Financial              Services            Ley         para     Ia     Transparencia

Ordenamiento                  de     los       Servicios                                             and     the        Sole                             of    the
                                                                       Financieros                                                Regulation


Commission              for the Protection                      and Defense             of Users           of Financial          Services           Applicable

to    Financial          Entities         Disposicin                   Unica           de    Ia     Condusef                                  las    Entidades
                                                                                                                       aplicable


Financieras             and        the    Agency           for the          Protection              of Consumer                                         Federal
                                                                                                                              ProcuradurIa

del   Consumidor


                          Standard             Contractual              Forms           Unilateral               Adhesion                             for   mass
                                                                                                                                 Contracts

banking      transactions                 are defined             as    non-negotiable                     documents           unilaterally           prepared


by    Financial           Entities          setting             forth       in    standard             forms          the     terms      and         conditions


applicable        to    the   banking            transactions               entered          into    with    their      customers.1




 Art     56 2nd           paragraph of the                       Statute          for the           Protection         and     Defense          of Users         of
Financial        Services           Art               section               of    the       Statute        for                                and     Order
                                                                                                                  Transparency                                   in

Financial        Services          and     Art          section         iv       of the Sole                                  of the Commission                for
                                                                                                       Regulation
the   Protection          and       Defense             of Users            of Financial               Services                                to    Financial
                                                                                                                         Applicable
Entities




                                                                                                                                                                       01625
                10            The        terms          and    conditions            set     forth      in       the        Standard          Contractual                  Forms

 are binding            for       all    the                    of    that     particular                                                            either
                                                   parties                                            banking               transaction                              acting       as


 the financial              institution            or   as    customers.2




               11             In    the       Banarnex              Standard         Contract           Form                have        reviewed           OR-8-1401

 03-08        and      OR-8-1401               08-11           there     is        clause                               for the exclusive
                                                                                                  providing                                                   jurisdiction


 of Mexican             Law             and    the       Courts        located          in   Mexico              City         for      all   matters          concerning


 such contract.3



               12                  am         of    the       opinion         that        the      clauses             providing               for      the      exclusive


jurisdiction            of    Mexican               Law        and      the    Courts           located           in    Mexico               City       for    all        matters


 concerning the Banamex                              Standard           Contract           Forms        OR-8-1401                       03-08        and OR-8-1401


 08-11          that    is     the original                  version     of the contract                    at   the time              when         the account               was

opened           and     the latst             version          of the contract                  in   effect           at    the time             when        the         account


was      closed are the same                            The    clause        on exclusive              jurisdiction                 did      not    change            over     the


years        and remained                unchanged              until    the account               was       closed              on April 18 2012



               13            Under             the       authority            of    Article            11        section            IV       of     the       Statute          for



Transparency                 and        Order       in    Financial           Services4           and       Article                 paragraph                 of the Sole


Regulation             of    the        Commission               for the Protection                     and       Defense               of Users           of Financial

Services         Applicable               to       Financial           Entities5           the     Standard                 Contractual              Forms            used by

the     banking         institution            shall         include     the procedure                 for       customer              to                 amendments
                                                                                                                                             accept


to    such     Standard            Contractual                Forms




     Article     78 of the Code of Commerce                                        In      commercial                  contracts             each                          bound
                                                                                                                                                        party        is


to     the     contract           under        the        terms        and     conditions               in       the                              the                        of
                                                                                                                            contract                      validity
commercial              transaction                does       not    depend          on      observing                                                        formalities
                                                                                                                  any predetermined
or    requirements
     Clause             All       controversies                derived        from         this       Standard              Contract           shall      be     governed
by Mexican              law and           the jurisdiction               of the competent                        courts           in   Mexico           City waiving
to    any other jurisdiction                       with       the parties          may have             by reason                 of   their        current          or future

domicile
     Article     11    section           IV        Contractual           Standard            Fomis           shall          include          the    following                 The
notification           process            as well            as the     basis        for the          customers to accept                            amendments                   to

the     Contractual               Standard              Forms        with      which          the      entered               into            contractual              relation

with     the    banking            institution

     Article          paragraph                    The       Contractual           Standard            Forms            used by banking                       institutions

shall        include         at      least          the       conditions           and        procedures                    to      amend           the    Contractual

Standard         Forms




                                                                                                                                                                                       01626
                  14            The        Banamex                  contracts             provide                  that     this           banking             institution            may
   unilaterally           amend            its        own      Standard                 Contractual                  Forms            providing                notice       for       such

   amendments                 through        reasonable                   means          of notice                 established               in    those       contracts            If    an

  account         is    closed the terms                      and        conditions                that                      the
                                                                                                              govern                    contract            are those          that      are

  established            at    the time          the     bank        account             closed



                  15                have         no     knowledge                 and              have        not        seen        any evidence                     showing           me
  that     Ms      Dorothy            Kowalsky                 Longoria challenged                                 or                                          amendments
                                                                                                                          opposed             to     any                                  to


  the contracts           under         scrutiny            while          maintaining                   her       Banamex                 Accounts



                 16            Furthermore                    under         the                                of Article
                                                                                        authority                                          11      section             VIII second

  paragraph             of the        Statute            for
                                                                    Transparency                      and           Order          in       Financial              Services              the

  Commission                  for    the     Protection                  and      Defense                 of Users               of        Financial           Services             shall


 maintain              Registry         for the Standard                       Contractual                     Forms         used           by financial institutions

 to   the                      of publicity              and
             purpose                                               making            these         contracts              available             to    the public.6




                 17            All    of the            Standard               Contractual                    Forms          that             have          reviewed           in     this


 document               concerning               the     checking               accounts                 referred           to     in       this     documents              and        the

 amendments               thereto           are        valid        and        enforceable                     contractual                  clauses          under         Mexican

 Law


                 18           All     versions                of    the      Standard                                                 Forms
                                                                                                     Contractual                                      used        by      Banamex

 during       the time          in    which           Ms           Dorothy Kowalsky                            Longoria                maintained                 her     Banamex

 accounts         consistently               set      forth        that     the                                the
                                                                                        parties          to               same        expressly              and        voluntarily

submitted              themselves                to    the         exclusive             jurisdiction                   of both              Mexican               law      and       the

Mexican           Judiciary           that         is          the        courts         located
                                                         to                                                   in    Mexico             City          Banamex               waiving

any      other    venue         whatsoever



              19              The     fact        that        the        parties         to    these           contracts              actually              did        execute        the

Standard          Contractual              Forms              refened           to       in    this       Affidavit                means             that      they      expressly

and      voluntarily           submitted                themselves                       the         exclusive
                                                                                   to                                      jurisdiction                 of both           Mexican

law        and    the     Mexican                                          that
                                                  Judiciary                             is      to        the       courts            located           in        Mexico            City

Banamex                waiving any                other       venue         whatsoever


 Article     11    section      VIII second              paragraph          of the       Statute          for                                        and     Order
                                                                                                                    Transparency                                          in

Financial         Services            Financial               Entities          shall         send        to   the Commission                      for the Protection            and
Defense      of Users     of    Financial                           the    Standard
                                                   Services                                    Contractual              Forms         to    publish     this      in
                                                                                                                                                                         Registry        of
Standard     Contractual            Forms     that could            be    consulted                the
                                                                                              by          general         public       at    large




                                                                                                                                                                                               01627
          20     It   is
                           important     to   emphasize        that   in    any and   all    cases   all   of the Standard

Contractual    Forms       under   review       always point          towards      the laws     of Mexico         and   to   the


jurisdiction   of Mexican          courts       which     venue        is
                                                                            always        located    in    the                of
                                                                                                                 country

Mexico



           declare    under                     of
                                penalty              perjury      under      the   laws     of the United          States     of


America    that the foregoing       is   true    and    correct



          FURTHER          AFFIANT SAYETH                 NOT




                                                                                                                                   01628
01629
01630
01631
EXHIBIT




          01632
                                                         nn ex                                                                                                                                                                                    CONTRATO                         UNICO DE CAPTACION                                            PARA
                                                                                                                                                                                                                                                                                                              PERSONAS                      FISICAS




 CONTRATO    UNICO DE CAPTACION   PARA PERSONAS  FSICAS QUE EN LOS TERMINOS    DE LA SOLJCITUD ASI COMO DE LAS
 DECLARACIONES      LAS CLAUSULAS   QUE APARECEN   CONTINUACIN   CELEBRAN    POR UNA PARTE BANCO NACIONAL DE
 MEXICO S.A INTEGRANTE     DEL GRUPO FINANCIERO BANAMEX EN LO SUCESIVO DENOMINADO     COMO BANAMEX       POR LA
 OTRA PARTE LA PERSONA CUYOS DATOS APARECEN EN LA SOLICITUD     DEL PRESENTE    CONTRATO EN ADELANTE  REFERIDO
 COMO          EL         CLIENTE

                                                                                                                                          DEC LARAC ION ES
      Declara         Banamex                  pot       conducto              de        sus           funcionarlos                       autorizados                            que
        Es una             sociedad                legalmente                  constituida                   conforme                         las
                                                                                                                                                      eyes               de      Mexico               encontrÆndose                            debidamente                    autorizada                  como            instituciOn               de
        banca         mOltiple

        Designa            al     Centro            de     Atencin             TelefOnica                    como           su      enlace            con           el     Cliente          para         efectos              de     consultas                de      saldo             aclaraciones                      movimientos
        cuyo         nmero             de        telØfono              en      Ia    Ciudad              de       Mexico                 es         12-26-26-39                             BANAMEX                            22-62-63-91                     BANAMEX                                   desde           Guadalajara
        Monterrey               12-26-26-39                            BANAMEX                           ada        sin        costo           01    -800-021-2345                                aquellos               nOmeros                telefnicos                 que          se     encuentren                 al     reverso            de
        Ia   Tarjeta        de        DØbito

        El   Contrato              se    encuentra                   debidamente                       inscrito           en        el    Registro              de         Contratos               de     Adhesion                   de              Condusef                bajo        los        siguientes             nOmeros                  de

        acuerdo            al      Producto               contratado                           Cuenta             de      Cheques                    M.N             Banamex                  Personas                   Fisicas           0300-436-000550/09-13189-0811                                                         ii         Cuenta
        Productiva                 MN Personas      Banamex
                                                Fisicas 0300-436-000552/09-13190-0811       iii   Cuenta Maestra     Opcin   Banamex 0300-436-
        000553/09-13191-0811       iv Cuenta Maestra Banamex 0300-436-000554/09-13192-0811                 Cuenta Perfiles   Banamex 0300-436-
        000556/09-13193-0811      vi Cuenta BØsica Banamex 0300-003-000633/09-13194-0811          vii  Mi Cuenta  Banamex   0300-003-000632/09-
        13195-0811   viii InvermOtico Pumas 0300-003-000631/09-13196-0811                     Integral Banamex
                                                                               ix Inversion                      para Personas Fisicas 0300-003-
       000634/09-13197-0811                                                InversiOn              Perfiles             Banamex                      0300-003-000666/09-13198-0811                                                         xi         DepOsito                de         Dinero                Plazo        Fijo        Moneda
        Nacional            para         Personas                    Fisicas       0300-003-000667/10-13199-0811                                                                 xii        Cuenta                 de     Cheques                 DOlares             Banamex                       Personas             Fisicas             0300-
       003-000672/09-1                        3200-0811                        xiii  Cuenta   Prod uctiva DOlares                                                              Banamex                  Personas                    Fisicas               0300-003-000673/09-13201-0811                                                          xiv
          nvermOtico                Estados                   0300-003-000695/09-13202-0811                                                          xv             DØbito              FOtbol           0300-003-000696/09-13203-0811                                                              xvi            PagarØ             Personas
       Fisicas            0300-429-000694/09-13204-0811                                                           xvii          Inversion                 Inteligente                  0300-429-001619/08-13205-0811

 II   Declara         el    Cliente           qua
       Tiene               capacidad                 legal       suficiente               para         celebrar             el      presente                  Contrato                   reconoce                   como suyos                    los        datos      asentados                    en       Ia    Solicitud               todo     10

       cual      acredita               con         Ia    informaciOn                    que       proporcionO                             Banamex                    en         Ia    entrevista                  que        Øste        le     efectuO              en      esta            misma            fecha            previo               Ia


       suscripcin                  de    este            instrumento                       con         los     documentos                           que        so        anexan             al    Contrato                 los      cuales             fueron          debidamente                                                    contra
                                                                                                                                                                                                                                                                                                          cotejados                                 su
       original            aceptando                 que         Banamex                  en      cualquier               momento                    podrO               verificar           Ia    autenticidad                     de     los       datos           ahi     asentados                             en    consecuencia
       actualizarlos                en      su      expediente                      Asimismo                 se     obliga                 entregar                       Banamex                 los    documentos                       que        Øste      le     solicite           en     cualquier                momento
       El    dinero         que         serÆ        abonado                    Ia        Cuenta              as     de      su        propiedad                      derivado               del       desarrollo               de        actividades                                    manifestando                                  conoce
                                                                                                                                                                                                                                                                     licitas                                             qua
       entiende            plenamente                     las    disposiciones                     relativas                                                                realizadas                  con        recursos              de
                                                                                                                                las       operaciones                                                                                           procedencia                   ilicita               sus       consecuencias                        En
       el    evento         de quo             el    dinero            que      abone                        Cuenta                 sea        propiedad                   cie    un     tercero              se         obliga               notificar         tal    situaciOn                       Banamex                  asi     como
       identificar          al     tercero           por        cuenta         del        cual         actOe

       Autoriza                 Banamex                         proporcionar                     los     datos                 documentos                           relativos                 su        identificaciOn                         las      demOs              entidades                 integrantes                 del        Grupo
       Financiero               Banamex                    S.A de              C.V          asi        como                 sus          subsidiarias                       controladoras                            afiliadas            con          las    qua       pretenda                    esteblecer             una         relacin

       comercial                con      Ia   finalidad              de que              dichas         sociedades                       integren              un     solo        expediente                   de        identificaciOn

       Desea          celebrar              Operaciones                     con          Banamex                  realizOndolas                      entre           otras                    medio de                   Instrucciones                        travØs         de         los     Medios              ElectrOnicos
                                                                                                                                                                                      por                                                                                                                                                        qua
       Banamex                  ponga                su        disposicin                 por                 cual        reconoce                            acepta             qua        Ia     Firma             ElectrOnica                  le    identifica                      le    autentica                 cumpliendo                 las

       disposiciones                   legales            aplicables                de conformidad                          con          los     tØrminos                   condiciones                       alcances               que         en     el    presante              Contrato                  se    establecen
       Es de         su     conocimiento                       qua        Banamex                no     es        una       sucursal                de        Citigroup                Inc              de ninguna                  de     sus         afiliadas               subsidiarias                        asi   como           quo        las

       obligaciones                 de        Banamex                 derivadas                del       presente                Contrato                 saran             Onica                exclusivamente                               cargo           de     Banamex                   en        tØrminos          de         las     eyes
       aplicables               incluyendo                    cualquier             decreto             regulaciOn                       orden                accin              gubernamental

       Manifiesta               expresamente                      su      consentimiento                          para      ajustarse                         las    politicas              internas               de     Banamex
       Banamex              le
                                   proporcion                    los
                                                                           siguientes                  datos        de         Ia    Condusef                             Centro            de     AtenciOn                 TelefOnica                  0155               53-400-999                          lada       sin     costo            01-

       800-999-8080                      ii direcciOn                     de   Internet            www.condusef.gob.mx                                                Hi         correo           electrOnico                 webmaster@condusef.gobmx
       Sabe      qua         en     cualquier                  momento               padre             revocar            Ia     autorizaciOn                       que          en     su        caso             confiriO              Banamex                                             utilice      su        informaciOn
                                                                                                                                                                                                                                                                   para       que                                                                pare
       cualquier            fin         incluyendo                   Ia    comercializaciOn                         de         otros           productos                          servicios                   lo     cual        podrO           efectuar              entregando                        en                                 de     las
                                                                                                                                                                                                                                                                                                                   cualquiera
       sucursales               Banamex                  el    formato          que        Øste         ponga                  su        disposicion                 para         tales          efectos

Con base             en    Ia   anterior             las        partes         convienen                 las      siguientes


                                                                                                                                                    CL                     SULAS
                                                                                                                                                                                                                                                               ____
                                                                                                                                               CAPITULO                        PRIMERO
                                                                                                                                                      DEFINICIONES

CLAUSULA                    .1.-        CONCEPTOS                           DEFINIDOS                          Para         efectos                 del        presente                 Contrato                   los     siguientes                   tØrminos              escritos               con           mayOscula                 inicial

tendrOn        los    significados                              se     expresan                   continuaciOn                           igualmente                  aplicables                  en
                                                    qua                                                                                                                                                 singular                   plural

Algoritmo especial                            significa                   fOrmula           matemOtica                      que          genera               las     Instrucciones                           seguir           por       Banamex                       fin    de         que        el    Cliente                           en     los
                                                                                                                                                                                                                                                                                                                          opero
sistemas        Banamox                  el   Sarvicio               ElectrOnico                 do     Pagos
Archivo         Global            de     Pagos                  significa           el    archivo             electrnico                      qua              Cliente                envia              BuzOn             Electrnico                   de            Red         do          Datos
                                                                                                                                                         el                                        al                                                           Ia
                                                                                                                                                                                                                                                                                                                   que debate                 ester
contenido            en    alguno             do    los       formatos              de     los     Documentos                         ElectrOnicos                             quo     contandrO                   los    datos          da      los      Proveedores                         las    cantidades                       abonar
entregar       en     sucursal                     en     su     caso          las       Cuentas               de     los       Proveedores                               eI   nOmero              do     sucursal               qua       corresponda




                                                                                                                                                                                                                                                                                                                                                          01633
     Atencin            TolefOnica                          significa                 el    servicio               teletOnico               establecido               par       Banamex                        para        recibir           las           solicitudes                     del     Cliente                 que        deban                     hacerse              par
 esta        via        asi     como             pare           brindar               apoyo   inmediato       las necesidades                                             del        Cliente               que        se        derivan            del          usa          de       Ia    Banca                Electrnica                                cualquier                 otro


 producto                operaciOn                    yb
                                                                servicio               de atencin       clientes que Banamex                                                   Ilegue                 poner                disposiciÆn                      del            Cliente


 AudiomÆtico                          signiuica                 el    Medlo                 Electrnico                   propiedad                   de     Banamex                 el    cual            es        accesible                par           el        Clionte                    travØs            del           uso        del        telØfono                  como
 medlo             de     comunicacin                                Guys         utilizacin                   le    permite                convenir            con       Banamex                         determinados                       Servicios                       mediante                       Instrucciones                                  eligiendo                  las


 opciones                habilitadas                   en       el    Media                ElectrOnico               utilizando                  Firmas        Electrnicas                      coma medio de                               expresin                       de     Ia   voluntad                   del Cliente

 ALltenticacin                                                        eI                                 de        tØcnicas                                                              utilizados                                   verificar                 Ia         identidad                   de
                                           significs                         conjunto                                                             procedimientos                                                     para                                                                                        un         Cliente                             express                su

 consentimiento                          para          realizer            operaciones                             recibir           instrucciones                    travØs             de     los        Medios               de ComunicaciOn

 ja                significa              cualquier                  lnstruccin                  realizada               electrnicamente                            para        canceler                        revocar                un    Alta                    cualquier                  otra        operacin                      denaminada                            coma
 tal    en    cualquiera                   de        los       Medios             de        Comunicacin

     Banca          ElectrOnics                           significa              el    conjunto                de        Servicios                     operaciones                  bancarias                    que            Banamex                     realize               con            sus        Clientes                        travØs                do       Medios
 Electrnicos                        Su     utilizaciOn                 le    permite                al    Cliente               con        su     Firma        Electrnica                     como             media de                  expresiOn                     de        Ia    voluntad                   convenir                     con         Banamex                    los


 Servicios              mediante                  Instrucciones                              eligiendo               las      opciones                habilitadas

  Banca            MOvif              BancaNet                       Mvil                    Banamex MOvil                                 significa         indistintamente                         01    serviclo              de acceso                             los       Servicios                       travØs               de un            Dispositivo                    de

 Acceso            celular               inalOmbrico                         de        radiofrecuencia                          cuyo         nUmero            de     linea         se        encuentre                  asociado                  al      Servicio

 Banca             Telefnica                    Audio                Respuesta                      servicio              de Banca                   Electrnica                mediante                   el    cual       Banamex                         recibe            instrucciones                         del          Cliente                     travØs              de    un

 sistoma             telefOnico                             interactOa                     con      el                          Cliente               mediante                                                  de         voz              tonos                          mecanismos                            de        reconocimiento                                  de
                                                                                                              proplo                                                      grabaciones                                                                                                                                                                                             voz
 incluyendo                   los    sistemas                   de     respuesta                   intaractiva                  do voz

 Banca             TelefOnica                    Voz                 Voz              significa               el    servicia               de     Banca            ElectrOnica                  mediante                   el      cual          el        Cliente               instruye               via           telefOnica                           travØs           de        un

 representante                       de      Ia       institucin                  debidamente                            autorizado                  por    Œsta         con         funciones                      especIficas                       01    cual             padre               operar               en        un        contro                do     atencin

 telefOnica                     realizer              determinadas                          operaciones                            nombre             del    propio         Cliento

 BitOcora                 significa                  01     registro                   asiento            efectuado                    en        forma         electrnica                 de         todas                 cads             una         de           las     Oporaciones                                   travØs                de        los        cuales           se

 podra        conocer                 de        manors                 enunciativa                       mÆs no                 limitativa                datos      do        acceso                al    Medio                ElectrOnico                          asi     como                de         Is    OperaciOn                         instruida                           el
                                                                                                                                                                                                                                                                                                                                                                            par
 Cliente


 Blogueo                 do         Factores                    do      AutonticaciOn                               significa               01       proceso          por           el    cual             Banamex                      inhabilita                    temporalmente                                   el        uso         de         un         Factor              de

AutenticaciOn

 Buzn               Electrnico                             significa              el        area          de        almacenamiento                             eloctrÆnico                    quo              Banamox                   ofrece                 yb           tiene              contratado                       donde                     se         almacena
 virtualmente                  Ia    informaciOn                      que es                onviada                  recibida               por      Banamex              yb        ol    Cliente                   al     quo         tendrØ              acceso                el    Cliente               mediante                     01     uso de                su       Firma

 ElectrOnics


 Caiero AutomØtico                                    significa              el       Dispositivo                  de Acceso                    de    autoservicio              quo           le     permite               al    Cliente              realizer               consultas                           Operaciones                          diversas                  tales


 coma         Ia
                    disposicin                       de        dinero         en           efectivo                 al    cual        el    Cliente          accede            mediante                    una        tarjeta                 cuonta                  bancaria                   pars            utilizar            el    servicio                   de    Banca
 ElectrOnics

CarØtula                  significa               el      documento                        que      contiene                  as     principales               caractoristicas                       do        Ia    operaciOn                   que            el    Cliente              celebrarÆ                   al
                                                                                                                                                                                                                                                                                                                                amparo                 del        Contrato

quo      forms           parte            del        mismo

Cargos              Programados significan las Instrucciones por escrito                                                                                                 travØs           de       otros            medios do                    comunicaciOn                              autorizados                          que        el       Cliente             instruye

para         que     Banamex le cargue   una   mas de sus Cuentas ciertas                                                                                             sumas               de       dinero            con         Ia    periodicidad                          que asimismo                             especifique                               las    abone
Ia    Cuenta             de Abono                    del Cliente                  benoficiario                     de     las      mismas
Certificado                    Diqital               significa               el       registro            electrnico                       que        genera          Banamex                             Un    tercero                por        Øste               designado                    respecto                      do        Ia     confirmacin                          de

identidad               del         Cliente                 los       datos            de        creaciOn                de     su        firma        electrOnica              avanzada                        Dicho            Certificado                         contiene               datos                do        Ia    omisin                    do              dave
llave        pOblica                  privada                   del     Cliente                          el        nombro             do          Cliente           ii    un         nOmero                    de     serie            asignado                      por         Banamex                              el        Tercera                    it         fecha           do

vencimiento                         iv      Ia       dave            pQblica               del     Cliente               El     Cliente              podrÆ        utilizer      el        Certificado                    Digital            pars           transmitir                  mensajos                       de        datos            firmando                   con       su

dave         privada

Cheque                   significa              el     documenta                       que         reOna           los     requisitos                 que      seOala          Ia
                                                                                                                                                                                     Ley           General               do      Titulos                    Operaciones                           do        CrØdito              pare            ser        considerado

coma         tal



Chequera                       signiuica              el       talonario   quo                   cantiene                 los      esqueletos                do Cheques                       quo          en       su     caso              Banamex                        proporcionarÆ                             al    Clionte               do        acuerdo con
lo
      dispuesto               en     el     presente                  Contrato

Cifrado                 significa               el     mecanismo                           Utilizado           par        Banamex                    pars      proteger              Ia       confidencislidad                              do     los          Mensajes                     do        Datos                     informacin                           mediante

mØtodos              criptogrØficos                            basado             en        una     evaluacin                        de     riesgos          que      determinarØ                         Ia    complejidad                      del Algoritmo                             do     encripcin                       utilizado                       Ia    longitud
de sus                                       claves                    Ilaves
               respectivas                                                                 criptogrÆficss

Clavo         DinØmica                      es        parte           do     Ia       Firms         ElectrOnica                            consiste          en     un    esquema                     de        identificaciOn                     del          Cliente                basado                en       el        control del                     acceso                 Ia

Banca         ElectrOnica                    mediante                   el       usa conjuntamente                                   con         otros      elementos                de        una cadena                        do      caracteres                        generados                        automØticamente                                           travØs          de
un     dispositivo                  fisico           Cads            Clave            DinÆmica genorada                                    da acceso               Onicarnente                        una SesiOn                                 Ia     realizaciOn                    de         una OperaciOn                                     InstrucciOn

ConcentraciOn                         do        Fondos                     significa               Ia     recepdiOn                   de         depositas            con       referendas                            pare            abono                      una            Cuenta                 Concentradora                                   Los            dopOsitos

podrØn             ser        recibidos                   en      sucursales                       corresponsales                                 Banca            ElectrOnics                     Las          referencias                      pueden                    ser         numØricas                       do        haste                10         posiciones

alfanumØricas                       de     hasta            20       caracteres                         ambos             tipos            de     conformidad                  con        las       reglas            establecidas                         par         Banamex
Condusef                      significa
                                                     Ia     ComisiOn                   Nacional               para         Ia      ProtecciOn                  Defense               de       los         Usuarios               de      Servicios                     Financieros

Constancia                    de      Dopsito                        significa              Ia     constancia                   nominative                     no     negociable                          emitida           par         Banamex                       pars            documentar                           el    DepOsito                         Plazo           que
ofectOe        01       Cliente            en        tØrminos                del                               Sexto               Las       Constancias                  de                                   no son           titulos           de        crOdito
                                                                                       Capitulo                                                                                 DopOsito

Contrato                  significs                  conjuntamonte                            Ia    Solicitud                   Ia    CarÆtula               el     presente                  instrumento                        sus         anexos                          cualquier                  convenlo                      quo             lo
                                                                                                                                                                                                                                                                                                                                                             modifique
adicione

ContreseOa                          NOrnoro                 de.IdenlificsciOn                            Personalo                         Clave           Confidencial                       significa               Is    cadena                 estOtica                  sea numØrica                                   alfanumØrica                              gonerada
par     el   Cliente                para        Is        utilizaciOn                 de     los     Servicios                        travØs          do     los     Modios               ElectrOnicos                          dobiendo                    activarso                  en         cualquiera                     do            as     sucursales                      de
Banamox                   en        los     propios                  Medios                ElectrOnicos                              travØs           de    cualquiora                   do    los        medios quo                     Banamex                       determine                       para        tales             efectos

Correo             Electrnico                        significa              Is    ubicaciOn                        direcciOn                en       Internet       indicada                  par     el       Cliente           en         cualquiora                      de    los        documentos                           que forman                           parto         del

Contrato                      mediante                     comunicado                        posterior                   quo          ol     Cliente           entregue                         Banamex                                travØs               del            cual            ol     Cliente                   puedo                envier                     recibir

comunicaciones

Cuenta               significa              Ia       cuonta            bancaria                  quo en              su       caso           Banamex                abrirO          al    Cliento              on     tØrminos                de           Ia    dispuosto                   en        Is    ClÆusula                     11.1      del          Contrata




                                                                                                                                                                                                                                                                                                                                                                                             01634
 Cuenta            Concentradora                             signitica                una            Cuenta             Propia            que        serÆ           utilizada                para            Ilevar               cabo                  ConcentraciOn                            do        Fondos             Østa            puede             ser       una

 cuenta          virtual          con       sucursal              870                 bien           alguna             cuenta          existente                  en cuyo                 caso         so       denominarÆ                        Cuenta                    Regionalizada

 Cuenta            de       Abono                significa             Is    Cuenta                   Incorporada                    en     Ia      cual        se        acreditarÆn                       en    forms                global       los        depOsitos                    derivados                 del         Servicio              Electrnico

 do     Pagos            del      Serviclo              do      Domiciliscin                                del        Servicio            de Cobranza                          Referenciada                           Banamex                           en        Ia        cual         se     cargarÆn               las        comisiones                       quo     se

 deriven          de     dichos            Servicios

 Cuenta            de Cargo Global                              significa                  cualquier               Cuenta               Propia            que         ha     sido            incorporada                              respecto                do        Ia    cual         Banamex                 so        encuentra                    autorizado

 por     el   Cliento            pars       realizar            cargos             en           relacin            con         el    Servicic             denominado                         TEF
 Cuentas               de     Proveedores                        significan                     as     cuentas               en      las       que        so       harÆn             los     abonos                contenidos                      en     un        Archivo               Global            de     Pagos              enviado                  al    Buzn
 ElectrOnico

  Cuenta           do        Terceros                  significa              cualquier                     cuenta             dada            de        sits       en      Ia       que          el        Cliente              solamente                    podia                realizar           depsitos                    cuyo             titular          sea     un

 tercero         quo        tenga          alguna            relaciOn              con          el     Cliente

 Cuenta             Incorporada                        significa              cualquier                     Cuenta                cuyo           titular         sea        el       Cliente                     un         tercero                     las     cuales                   tiene        acceso            el        Cliente                  travØs          de

 cualesquiera                  de     los        Medios              de      Comunicacin                                para         conocer               los        saldos                 realizar             operaciones                       monetarias                              otras           quo       pormita               cada           Medio           de

 Comunicacin                        en     virtud          de     haber            sido          dada         do        Alta

 Cuenta            Propia             significa              una Cuenta                         Incorporada                    cuyo         titular           es     el    Cliente


 Depsito                    significa            el    depOsito              bancario                  de         dinero            que        se    efectUe                     Ia       Cuenta                   bien                    constitucin                         incremonto                   del         Depsito                      Plazo                 del


 Pagare           modiante                 Ia    entrega                    Banamex do                       cantidades                    determinadas                          de        dinero             do acuerdo con                             lo    estipulado                      en     el
                                                                                                                                                                                                                                                                                                            presente               Contrato

 Depsito                      Plazo              significa            el     depsito                   bancario                 de      dinero                   plaza           fijo        que            efect0e              el     Cliente           en        los           tØrminos                   condiciones                      referidos               en      el


 Capitulo          Sexto           del      Contrato

 Desblogueo                   de      Factores                  de     Autenticacin                                significa              el     proceso                  por        el      cual           Banamex                    habilita           el       uso de                 un     Factor           de     Autenticacin                               quo     so

encuentre               bloqueado

Desembolso                        significa             Ia    disposicin                        do     Ia   Lines            de      CrØdito             efectuada                      en    tØrminos                  de        lo    estipulado                  en        Ia    ClÆusula                Xll.2

Dia HØbil                   significa            cualquier                  dia       del       aæo que                 no sea sÆbado                           ni    domingo                     en         que        las       instituciones                     do            crØdito        estØri          autorizadas                       para        celebrar

operaciones                   con     el       pblico

Dispositivo                 de    Acceso                 significa               el    equipo                     media que                 permite                    un       Cliente                accedor                    los       Servicio               de         Banca            Electrnica


Divisa             significa             los     DÆlares               asi        coma               cualquier               otra       moneda                 extranjera                    hbremente                      transferible                       convertible                     do     inrnediato                    Dlares

Documentos                       Electrnicos                          significa                 toda         aquella                 informacin                       generada                     enviada                       recibida               archivada                              comunicada                           travØs                do        medios

electrOnicos                  pticos                  do     cualquier                 otra tocnologia                          denominado                          Monsajo                  do Datos                   utilizado                entre         atros              para      Ia      prestacin                do      los       Servicios

DOlares                significa            Ia    moneda de                      curso            legal           en     los      Estados                Unidos de America

Eguipo             de       Cmputo                     significa              el       oquipo               conformado                      par          computadora                              un        modem                       acceso            inalOmbrico                               red       quo       tenga               instalado                algCin

Programa               do Computo                      para       que                 travØs           de         una     linea           tolefnica                       cualquier                    otro      media                 autorizado                   se        conecte                     Internet                 Intranet                  transmits

sus     Instrucciones


Estada            de     Cuenta                  significa            el     documento                      elaborado                   par         Banamox                      quo          se        refiere             Ia    ClÆusula                X.1           del       Contrato

 Factor           de     AutenticaciOn                          significa
                                                                                           el    mecanismo                          tangible                   intangible                     basado                   en     las          caracteristicas                          fisicas           del      Cliente                en       dispositivos

infarmaciOn                 quo       solo       el    Cliente              posea                    conazca                 pudiendo                ser do               manera                  enunciativa                     mÆs no            limitativa                            Inforrnacin                   quo         el    Cliento              conozca

     que      Banamex               valide            mediante               cuestionarios                         practicados                      par       los     operadores                        del       contra               de    atencin                    telefOnica                  ii Informacin                         que Onicamente
eI     Cliente           conozca                 pudiendo                   ser        contraseæas                                  nCimeros                  de      identificaciOn                          personal                     estØtica                iii            lnformacin                  generada                    par           dispositivos

generadores                   do Contraseæas                          dinØmicas                       do    un         solo       uso      dinØmicos                      OTP                      iv         informacin                         derivada                    de    las     caracteristicas                        flsicas                 biometrias

del    Cliente

                                                                                                                                          do AutenjJgciOn                                    NOmero                    Con8denciMPPIN                                                            Passwoid                     Claves                 deAcceso
 Clove           Confidericial                        Numero                do        ldentiflcaciÆn                     Personal                        Firma            ElectrOqica                        Ayanzada                       a_ggjguier                        otra        cue         so     agreque                      degiendo
gjcadas do                    nanera              ipfl     Id               Iocofl                   fjaeritecuaIqiiera                                    do        oiij                 significa              los        datos            en     forma                    electronics                  utilizados               par        el     Cliente              para
identificarse                 con         Banamex                           con        terceros                   por        ØI      autorizados                            aceptar                    Ia     atribucin                     do      las        lnstrucciones                          enviadas                al         propio              Banamex
consignados                   en un Mensaje                       do         Datos              transmitido                    La       Firma            ElectrOnics                      tiene         los      mismos                    efectos            juridicos                  quo     Ia       firma autOgrafa                          conforme                   Is


Iegislacion              siendo            admisible                 coma prueba en                               juicia

GAT              significa                  ganancia                  anual            total           nets            exprosads                    en     tØrminos                     porcerituales                        anuales               que             pars            fines         informativos                            de        comparacion
incorpara             los     interosos                nominales                   capitalizables                        quo          en       su    caso             genere                 ol    Producto                      contratado                   por        01       Cliento            menos            los     costos                relacionados

con     ol    mismo            incluidos               los      do     apertura

Horario Bancaria                                 1-lorarlo            de Servicio                       significa               en      Dias         HØbiles               el    horario                comprendido                          do     las        900            harass                las     1600 horas                        hors         del centro

de Mexico                El    Harario             Bancarlo                 podia               ser     modificada                   en        cualquier                  momenta                  par           Banamex                     sin    necosidad                        do     previa           aviso En caso                           de        recibirse

lnstrucciones                 en      dias        inhÆbiles                   fuera              del       Horaria             do     Servicio                las     mismas                  se        ejecutaran                     al    Dia        HÆbil siguiente                          doritro          del    Horario                   de     Servicio

lnstruccin                    significa               cada        una         de       las           Operaciones                      solicitadas                    par     el         Cliente                  Banamex                           travØs               de         los    Medios             ElectrOnicos                      utilizando                 una
Firma         Electrnica                 para         abtener               Servicios                 on     relaciOn               con        algunas Cuentas                                               nOmera                   do    cliente           en        su        caso

Internet               significa           el    media de comunicaciOn                                            masivo                  travØs           del        cual           un      Dispositiva                    do Accesa                     incluyonda                      un        dispositivo               celular                   inalÆmbrico

quo      reUna          un     minima              do        caracteristicas                          puede             onviar                 recibir           datos               voz          video                 demÆs                informaciOn                             travØs           do      redes           tolefOnicas                    locales

internacionales                     via        cable            transmisin                        do ondas                     incluyondo                  via        satØlite                demØs                redes               pOblicas               do comunicacin

IPAB             significa
                                    el     Instituta
                                                                para                  ProtecciOn                   al    Ahorro Bancario

Linea         Banamex                 Digitem                 significa               el    Programs                    do COmputo                        instalado                  en      el    Equipo do                      Computa                 del Clionto                          quo         Øste       podrÆ           utilizar            pars        tenor

occeso             los       Servicios                establecidos                     en        Ia    ClOusula                VIII.5          do    este           Contrato

Linea         do CrØdito                   significa             el    crØdito              en        cuonta             corriente                   quo         so       rofiere            Ia    ClOusula                  XII.1

Medios            Eloctrnicos                         significa             cualesqulora                          do     los        equipos               electrnicos                         pticos                    cuslqulor                   atra           tecnologia                    utilizados             medianto                     el    usa do             Ia


Firma         Electrnica                       puestas                 disposiciri                     del        Cliente            par         parte         de      Banamex                         incluyonda                      Micrositios                           do    terceros               relacionadas                        aprobados                    por
Banamox               pars       su      acceso                  fin        do quo              el     Cliente           puoda             Ilevar               cabo            01      envio           do       las    Instrucciones                               su        ejecucin                tanto        en        Ia    relativo                  Servicios

     solicitud          de       informaciOn                    asi         como                respecto                do      Ia      actualizaciOn                                modificacin                        do            representantes                              legales                  porfiles          de          operaciOn                  de     las


mismos             Dichos             Dispositivos                    de Acceso                        san        enunciativa                            no      limitativamente                   Banamox MOvil   AudiomÆtico  Operador TelefOnico   Portal do

Internet         de     Servicias                do      Banca              ElectrOnics                      do Cash             Management  Lines                                            Banamox Digitem Cajeros AutomOticos Terminales    Punto de Vonta
  Telefonia              MOvil           pudiendo               Banamex en                             cualquior               momenta  sin mediar                                           notificaciOn                    alguna              incorporar                         eliminar               cualquiera                do       sIlas




                                                                                                                                                                                                                                                                                                                                                                                   01635
 Mensaje                  de       Dabs                  significa                 Is    informacin                         generada                       transmitida                           archivads                       braves               de        los       Medios             Electrnicos                           en     los       cuales           se         contienen

 las        Instrucciones                     pars            Ia    ejecucin                       de Operaciones

  Mensajes                 Cortos                 de     Texto                 SMS                   significa                 el    servicio              de        mensaje                corto               el    cual       estÆ disponible                               en      redes            de     telefonia                mOvil         permitiendo                         envier

     recibir         mensajes                      de     texto                TelØfonos                           Mviles           via         el    centro               de mensajes                          de      un      operador                   de red

 Mexico                  significa                 los        Estados Unidos                                  Mexicanos

 Negocios                 Afiliados                      significan                     los        proveedores                       de hienes                       servicios                    efectivo                 que         se        encuentren                         afiliados                 Is    marca               de     Ia    Tarjets              de         DØbito

 cualquier                otro          medjo de                    disposicin                           determinado                        por            Banamex                              P01        lo    tanto            scepten                   los        mismos                como              instrumento                      de     pago                     media do

 disposicion                  del       dinero                depositado                      en         Ia    Cuenta

  NOmero              de        Cliente                   significa                 Is    idenbificaciOn                            numerics                         alfsnumØrica                          que genera                      Bsnsmex                        pars        cads            Cliente            yb        pars         cads           relacin                juridica


 establecida                       segOn               sea          el        caso             misma
                                                                                          que es dada     conocer al                                                                                   Cliente                pars          que            Øste            pueda             tener             acceso               conjuntamente                               con        otros

 elementos                      algunos                       de        los    Medlos de Comunicacin  quo conforman                                                                                         Banca               Electronics

 NOmero               do        InstrucciOn                              NOmero                      de            Autorizacin                            significa              Ia    identificacin                          numØrica que                                hace         Is    Benca              ElectrOnica                     en     relacin                      con    cads

 OperaciOn                 del          Cliente               sea        en        Is    solicitud                  de      un      Servicio                en        especifico                       do        Ia     ejecuciOn                 que            realizarÆ                Banamex                       respecto              de     Ia    lnstruccin                     Ests

 ldentificaciOn                    es        tamblØn                aplicable                      para            el    caso        do cambio do                           Clave               Confidencial                                     consulta                  de       saldos            no      le    serØ aplicable                        lo    anterior


 Operaciones                             significa                  cuslquiera                      do         las        trsnsacciones                          fisicas                    de        Banca              Electronics                       quo            celebre                el    Cliente            con           Banamex                     al    amparo                del

 Contrato             ssociada                          los        Servicios


 OperacjOn                     Monetaria                           significa                  Ia     transferencia                                   retiro           de        recursos                   dinerarios                      las        cuales               podrÆn ser                                   micro           pagos             operaciones                          quo
 equivalen                on        Pesos                      70        UDIS                        de            baja         cuantia                   que        equivale                   hasta            un      monto              en         Pesos                   do     250        UDIS              diaries              iii     do        medians                    cuantia

 operaciones                    que          equivalen                     1500                     UDIS                diaries                 iv          por       montos                superiores                     al
                                                                                                                                                                                                                                 oquivalente                          en Pesos                        1500              UDIS        diarias                El       importe               de     las


 Operaciones                       Monetarias                       podrÆ               variar           de acuerdo                       con         10    que            establozcan                      las       disposiciones                         legales                  aplicablos

 Operador                 Telefnico                            significa                 el    Media                    ElectrOnico                  accesiblo                   por        el    Cliente                     travØs             del       uso            del       telØfono            coma medlo do comunicacin                                                           cuya
 utilizaciOn              le    permito                  convenir                  con         Banamex                      los      Servicios                   mediante                   Instrucciones                        verbales                         un       operador                        eligiendo                las       opciones                   habilitadas

PaparØ                   significa                el     titulo          de        credito               denominado                         PagarØ                    con        Rendimiento                            Liquidable                         Vencimiento                           quo         emitirÆ            Banamex                   para            documentar
el     prØstamo que                          le    otorgue               el    Cliente                   de        conformidad                       con         Ia       dispuesto               en        el       Capitulo               Sexto               del       Contrato

Pago               Mvil             significa                 el    Medio                Electrnico                       accesible                       pars        01        Cliente                travØs              del        uso         del       TelØfono                   MOvil            cuyo            nOmero                Onico        do        identificaciOn


se     encuentra                   asociado                         una cuenta                           pudiendo                    el    Cliente               realizar              entre           otras            las      siguientes                     Operaciones                                  consulta               de saldo ii Operaciones
Monetarias                    limitadas                        pagos                     transferencias                             do      recursos                      dinorarios                  hasta             por      el        monto            establecido                          en     las        disposiciones                      legales                 aplicables

con         cargo              las       tarjetas                   cuentas                    bancarias                    que       se        tengan                asociadas                            este       media                asi        como                iii       administraciOn                        del servicio

 Personas                 Autorizadas                              significan                      las        personas                fisicas              que sean                    autorizadas                       por          el    Cliente               para              hacer         disposiciones                         de     dinero               con        cargo              Ia


Cuenta                        Ia     Linea              de     CrØdito                   bastando                        para        ello       Ia        inclusiOn                  de sus nombres                                   firmas            en           Ia    Solicitud                    bien            mediante               autorizacin                          posterior

que         proporcione                      el    Cliente                    Banamex                              travØs           do     los        formatos                   quo        Øste           determine                   para           tales           efectos

Banamex                   padrÆ              negar             Ia       autorizacin                            seæalads                   anteriormente                              cuando                el    Cliente               no        le    proporcione                          todos             los       documentos                     que           el        primero            le


solicite           pars        cerciorarse                         de    Is    identidad                       de        las     personas                   fisicas             que         el    Cliente               pretends                  autorizar

Pesos                significa                Ia    moneda de                            curso            legal           en Mexico

Portal Banamex                                      significa                 Ia         diroccin                       electrnica                        de     Banamex                         dentro               do        Ia     red            mundial                  conocida                 como              Internet                    identificada                        coma
www.banamex.com                                                cualquier                      otra        quo             Banamex                    10    determine                       al    Cliente              mediante                    un        aviso              enviado                     braves             de    cualquiera                      do        los     medios
soæalados on                       Ia    ClOusula                   Xlll.8

Producto                      significa                  el    nombre                    comercial                             travØs           del         cual           el    Cliente               podrO             identificar                   el       tipa           de     Operacin                      que         celobrarÆ                  con           Banamex                  al

                    del    Contrato
amparo

Programa                  de         COmputo                             Software                             significa             cualquier                   aplicaciOn                  instalada                   en       el    Equipo               de Camputo                            del      Cliento             para           quo     Oste           pueda                recibir

determinados                        Servicios                      entre           otros           Programas                        de Cmputo                             se     encuentran                       los      denominados                               Linoa            Banamex                  Digitem                    TEF
Restablecimiento                                  de          contrasoæas                                procedimiento                           par            el        cual        el        Cliente               podra            definir              una            nueva             contrasoæa                             NOmero                 de        Identificacin

Personal

Servicios                  significa                   cualosquiera                           do         los        siguientes                              transferencia                         do        fondos               oritre           cuentas                  propias                    cuentas                 do    terceros                             cargos                 las


cuentas             propias              pare            depositos                      en     tarjetas                   do     crØdito             Banamox                          otros           adoudas                   con         Banamex                            con        cualquier                 tercero                     cargos                        las    cuontas

propias             respectivas                        pars         depOsitos                       par            concepto                do         servicios                       depOsitos                          Terceros                                 cargos                    las        cuentas                de        cargo         para           depOsitos                   de
nOmina                   empleados                             funcionarios                              del        Cliente                 do            sus        subsidiarias                               afiliadas                         cargos                        las       cuentas              propias              para            roalizar              ordenes                de

pago                 transferencias                            de        fondos                do         las           cuentas            propias                   pars            realizer              inversiones                                 vista                    plaza                  con         previo           aviso            compra                         yenta        de
acciones             de sociedados                                 do        inversiOn                                  cargos              las           cuentas                propias              para            compraventa                          de         divisas             para          abono                 cuentas                propias                          cambio
do     Clave         Confidencial                                   consultas                      do saldos movimientos                                                    estados               de cuonta                                consults                   do estado                   do cheques                       librados               operaciones                       pars

protecciOn                do        cheques                    en caso                   de        robos                   oxtravios                             solicitud                 do     talonarios                     de chequeras                              de       las     cuentas                 propias              de     las
                                                                                                                                                                                                                                                                                                                                                          que            el    Clionte           es

titular                  altas           de         cuentas                   do         tercoros                           bajas           de            cuontas                    propias                     cuontas                   do     terceras                                  altos                  bojas           do         Firmas                Electrnicas

administracin                           do        facultades                                        cualesquiera                          otros            sorvicios                  que         Banamex                       presto                  Ilegue                      prestar             en     un        futuro                 travØs              de        los     Medios
ElectrOnicos

Servicio             do        Domiciliacin                                  significa                   el        servicio           ofrecido                  por         Banamex                        quo        permite               al        Cliento                  realizar           cargos                automØticos                       tarito              rocurrentes

coma          oventuales                           las        cuentas               do sus                propios                 clientes                 pars            el   pago            do     bienes              yb         sorvicios

Servicio             ElectrOnico                         de        Pagos                      os     el        sorvicia              que             presta               Banamex                     el    cual           cansiste                   en        Ia     aceptsciOn                       de     pagos               mediante                    Ia    rocepciOn                   do

dopositos                do     terceros

SesiOn               significa                el       periodo                do tiompa                       sin         interrupcin                      on        eI    cual        01       Clienie              padre            Ilovar                cabo               consultas                Operaciones                          Manetarias                             cualquior

otro        tipo     de        transacciOn                         bancaria                          do            Servicios               una            vez         que            haya         ingresado                      con        su         correspandiento                                  Firma            Electrnica                            algOn            Media            do

ComunicaciOn                             hasta            quo           so     hubiere                   desconectado

Solicitud                 significa                Ia    pOgina               de         datos                gonerales                   del    Contrato                       en    Ia    cual           se        hace        constar                entre              otros            Ia    informaciOn                      general            del       Cliente

Sucursal                  significa                el     establocimiento                                 de            Banamex cuya                            dave                  nombro                se       espocifica                  on        Ia     Solicitud

Tarleta             do     DØbito                  significa
                                                                              Ia    tarjeta               de            plÆstico          con             bands            magnØtica                       quo          en       su        caso             Banamex                       entreguo                 al    Cliente              de     conformidad                          con     lo


                         en        ol    Contrato                       Ia    cual            sorÆ            utilizada                          01                                                        coma          un          media de                     disposicin                     del       dinero             depositado                       en               Cuenta
dispuosto                                                                                                                             por                  Tarjetahabiento                                                                                                                                                                                               Ia



instrumento                do paga                     asociado                          Ia    misma

Tarietahabionte                               significa                 eI    Cliente                         Ia    Persona                Autorizada                            cuyo            favor           expodirO                  Banamex                        Ia
                                                                                                                                                                                                                                                                               Tarjeta            de       DØbita             do        acuerdo            con           Ia
                                                                                                                                                                                                                                                                                                                                                                                dispuesto

en     ol   Contrato




                                                                                                                                                                                                                                                                                                                                                                                                       01636
 Telftfono                    MOvil                 significa          el      dispositivo                    electrnico                        do         comunicacin                          celular                   radiofrecuencia                             inalftmbrico                       propiodad                     en       uso        del      Cliente              el

 cual         tione           un        nOmero             inico            de      identificacin                               permito               realizer                 actividades                     comerciales                           compras               de    baja           cuantia

     Terminal                 Punto             de        Venta             significa                 el    Medlo               Electrnico                      consistente                          en        terminales                  de cmputo                           telØfonos                 mviles                  programas                    de cmputo
 operados                     por terceros                     para         instruir         el
                                                                                                      pago           de         bienes                  servicios                    con       cargo                     Ia
                                                                                                                                                                                                                              Tarjeta        de DØbito                               Ia    Cuenta

 Transforencia                                Electrnica                  de     Fondos                         TEE              significa                 el    servicio                 ofrecido                  por        Banamex                 pare      establecer                      instrucciones                        do    cargo                 Cuentas                al

 cual         puede                acceder                el        Cliente         mediante                               Software                   instalado                     por    Banamex                         en     el    Equipo             de Computo                           del       Cliente                    ii          travØs            do       Internet

 ulilizando                   BancaNet                     de acuerdo                        las         disposiciones                           establecidas                         en       Ia    ClÆusula                    VIlI7       do        este      Contrato

 1JDIS                  significa               las       unidades               do       inversion                        quo             se        refiere          el       Decreto                   por        el     que        se     establecen                    as        obligaciones                        que     podrOn               denominarse                       en

 Unidades                     do         InversiOn                     reforma                      adiciona                    divorsas                   disposiciones                        del            COdigo             Fiscal             do          FederaciOn                               do        Ia    Ley         del       Impuesto                Sobre            Ia


 Renta              publicado                        en    el       Diana        Oficial            do        Ia     Federacin                        eli            do        abril       de        1995

 Unidad                  Especializada                                significa             Ia        unidad               especializada                              de        atenciOn                            usuarios               do         Banamex                   cuyo            objeto              es     atender               cualquier                  queja
 reclamaciÆn                            del Cliente                   ubicada              en         16        de       Septiembre                         nOmero                   71                  piso             colonia           Centro              DelegaciOn                       CuauhtØmoc                           06000            Mexico                Distrito


 Federal                      Ia    cual        cuenta                con      los        siguientes                     telØfonos                    en        Ia    Ciudad               de Mexico                           1226-2639                       2262-6391                        lade          sin    costo            01-800-021-2345                              lada
 sin    costo            desde                 Estados                Unidos de America                                         Canada                 1-800-226-2639                                         su     correo            electrOnico               es aclaracionesbmx23@banamex.com
 Diclia            Unidad                Especializada                         cuenta            con            personal                   en        cada            Estado               de        Ia    RepOblica                    Mexicana                  cuyos               datos           podrOn               ser    obtenidos                   pun       el    Cliente

 on     cualquier                   sucursal               de         Banamex
                                                                                                                                                                      CAPITULO                           SEGUNDO
                                                                                                                         DEL DEPOSITO                                     BANCARIO                            DE DINERO                               LA VISTA

 CLAUSULA                           11.1.-           CUENTA                    En caso                   de        que          el    Cliente               asi           Ia    solicite                 Banarnex                  procederO                         abrirle              una        cuenta               bancaria              identificada                     con     el

 nUmero                 seæalado en                        Ia       Solicitud               en        Ia      cual         el        Cliente               podrØ               efectuar              DepOsitos                          retiros           de     dinero                   en     los      tØrminos                     condiciones                      que        mÆs
 adelante                se        seæalan

 En     virtud           de        los         Depositos                  el   Cliente               transfiere                  Ia       propiedad                   del           dinero                Banamex                      obligendose                    este           Oltimo               restituir             Ia    suma           depositada                   en     Ia

 misma             especie                    de conformidad                         con        Ia     estipulado                     en         el    Contrato

 En               Cuenta                 se                                    saldo           de                                      cual           se        compondrØ                       de                                                      interoses                               en       su         caso         devenguen                              mismos
                                                roflejarO              el                                  dinero               el                                                                            los        DepOsitos                                               que                                                                          los


 menos             los        retiros           efectuados                       comisiones                        gastos                   demOs                    cargos

 Al    amparo                 del        presente                   Contrato                previa                 autorizaciOn                        de        Banamex                       el    Cliente                  podrO        solicitar            Ia    asignacin                      de        nOmeros                de     cuenta               adicionales
 Ia    cual        le    permitirO                   dividir          entre         ellas         el       saldo           total           de        los    Depsitos                        Las           distintas               Cuentas                 abiertas              al
                                                                                                                                                                                                                                                                                      amparo                  del    Contrato               se        identificarOn                    con
 el    mismo             nUmero                 do        Cliente           contenido                    en        Ia    Solicitud

 Las         distintas                  Cuentas                deberOn               ser        salicitadas                      por        el        Cliente                       travOs           de            los     medios                    formatos              quo            Banamex                   determine                   para       tales            efectos
 incluso           mediante                     Ia    utilizaciOn                do Banca                     ElectrOnica


       todas            las        Cuentas                 les        serOn          aplicables                      las        clOusulas                   contenidas                      en           el    presente                 instrumento                       por        Ia    que           el    tØrmino               Cuenta                  se    entenderO

 referido                 todas               las     Cuentas               abiertas                al     amparo                del        Cantrato

Ambas              partos                reconocen                          aceptan               quo            las       Personas                        Autorizadas                      estarOn                      facultadas               para         disponer                   do    los       recursos               depositados                       en       tadas

 cada         una do                las        Cuentas                salvo          quo         ol      Cliente                determine                   expresamente                                 lo    contrario                   Banamex

Asimisma                      las
                                          partes               convienen                  en        quo            las
                                                                                                                            persanas                        designadas                         par            el     Cliente            en        tØrminos                de     Ia        estipulado                    en      Ia    ClAusula               XllI.6             serOn

 beneficiarios                      de         todas            las    Cuentas                   abientas                  en         virtud           del           presente               Contrato                             menos               de    que            el    Cliente              expresamente                          designe                     personas
distintas               como              beneficiarios                     de cada               una de                 las         citadas               Cuentas                   lo    cual           deberO                efectuar                  travØs           de        los       formatos              que         Banamex                le        proparcione

 para        tales        efectas


CLAUSULA                            11.2.-          FECHA              DE CORTE                               Banamex                       determinarO                         Ia     fecha              do         code          mensual                do         Ia    Cuenta                   Ia    cual           podrO         ser       consultada                      par    eI

Cliente            en         el    Estado de                       Cuenta               dicha           fecha             de        carte            padre           ser           modificada                      par        Banamex                 previa             aviso           par       escnito          quo         envie          al    Cliente                    travØs

do     cualquiera                       de     los        medios            seæalados                      en              ClÆusula                   XIII.8


CLAUSULA                           11.3.-       RENDIMIENTOS                                     Dependiendo                                01        tipo           de    Producto                       contratado                       el     saldo de                 dinero                    favor           del        Cliente              registrado                   en    Ia


Cuenta              podrO                                       rendimientos                               los       cuales                serÆn brutos                              se computarÆn                                mensualmente                                   se pagarÆn mediante                                        abono                           Cuenta
                                         generar                                                                                                                                                                                                                                                                                                                   Ia


      mÆs tardar                        el     Dia        HObil           siguiente                         Ia     fecha              do         corte               Si        el    Producto                        contratado                      genera           rendimientos                              en        Ia    CarOtula               se         seæalarÆ              Ia


tasa         do     inheres                   anual            aplicable                    en           su        caso              Ia    GAT             correspondiente

Los          citados                    rendimientos                           so        calcularOn                      sobre                  el     promedio                       do        saldos                    diarios               que       et     Cliente                   mantenga                       depositado                   en         Ia    Cuenta
dividiendo                     Ia       tasa         do        inheres           anual            determinada                               par         Banamex                      entre               360 trescientos                               sesenta                       multiplicando                         el    resultado                   asi       obtenido

por          el    ncimero                      de         dIas           efectivamente                                 transcurridos                                 durante                  el         perlodo                 en         el        cual          se         devenguen                           los        rondimientos                                 Ia    tasa

correspondiente                                     Los        clculos                   so efectuarÆn                           corrindose                                    centØsimas

Banamex                   se            reserva                el    dorecho               de         revisar                    ajustar                   diariamente                          Ia       tasa             do     interØs             seæalada                   on        los       pÆrrafos                   anteriores                    el    promedio
de     saldos                 diarios                vigentes                  quo  los                     so          aplicarÆ                 Østa                 Asimismo                           Banamex                      en     cualquier                    momento                        podrO            determiner                   los        Productos

quo        dejarÆn                 de         generar                rendimientos

El tratamiento                            fiscal           de       los     rendimiontos                             estarÆ                sujeto                     las       disposiciones                                 logalos             aplicables

CLAUSULA                                        SALDO                 MINIMO
                                   11.4.-                                                      El      Cliente              acepta                   que Banamex tiene Ia                                            facultad              do     determinar                         en        su     casa           madificar                  el   salda         minima do
dinero            que         el    Cliente               debonO            mantener                     depasitado                        en        Ia Cuenta do acuerda                                           at    tipo     de      Producto              contratada

En      el        supuesta                     do     quo            Banamex                 incremente                          el        salda            seæalado                      en         et       parrafa             anterior                deberO                proceden                        notificanla                al        Cliente           mediante
comunicado                         que          le    envle            con          al    menos                  30        treinta                    dies           naturales                 do         anticipaciOn                            que          surta           efectos              Ia    citada               modificaciOn                         travOs             do
cualquiera                do            las     medios seæaladas on                                      Ia      ClOusula                  XIII.8

Si    en      Ia   fecha                de      celebraciOn                    del       presente                  instrumenta                         el       Producta                  contratada                          requiere            de      un    manto                do    aperture                       de un        salda           minima                dichos

conceptos                          el    imparte               de     las      mismas                saran              determinados                             par       Banamex                        en       at     anexo         de        comisiones                    referido             en       Ia    ClOusula               lxi

CLAUSULA                           11.5.-       DEPOSITOS                                 LA CUENTA                                   El    Cliente                       cualquier                  tencera                  padnÆn            efectuar              DepOsitos                     pare        sen        abanados                     Ia        Cuenta               los


cuales            deberOn                     realizar          en     Pesos                excepta                  par         Ia    dispuesta                      en        el    Capitulo                     Tercero                 Las        citados             Depsitos                    podrOn              efectuanse                  en     efectiva              con
Cheque                  mediante                     transferencia                       electrOnica                       do        dinena                           travOs              de         cualquier                   otro       media          que Banamox autarice                                                pare         tales       efectos                   on    el

entendido                 do que                Banamex en                          cualquier                   momenta                     padre                modificar                  limitar                       rostningir            Ia     farma en quo necibirO las                                           citadas              DepOsitos                    Dichas

DepOsitas                serOn                acreditados                   en      Ia    Cuenta do                        Ia    siguiente                  forma




                                                                                                                                                                                                                                                                                                                                                                                              01637
         TratÆndose de                                                       en        efectivo                  ci                       serd         acreditado                  en        Ia    misma             fecha             en que                so     efectien                                                cuando                  sean          recibidos
                                                DepOsitos                                                               importe                                                                                                                                                                   siempre

         por    Banamex en                            Dias           Hbiies             dentro                     del       Horario         Bancario                   en caso               contrario              los        Dopsitos                    serÆn            acreditados                        el    Dia       HÆbil siguiente

         En     el    supuesto                   de        que         los      Depsitos                     so        realicen           con          Cheque               este         ltimo               ser      recibido                    por        Banamex                        salvo        buen             cobro                     por      lo       tanto       el


         importe           que         ampere                   ci    mismo             ser            acreditado                   una      vez         que      el     Cheque                   sea        cubierto            por         el    obligado                  al       pago

         Cuando             por            cualquier                   causa            Banamex                         no     pueda             cobrar            ci    Cheque                    Ia        devolverÆ                       su         tenedor                       pudiendo                Banamex                      negarse                         recibir


         nuevamente                        ci   Cheque                  devuelto

         El    Cliente           reconoce                            acepta            quo        Banamex                     estar          facultado                  pare        retener                 cuaiquier                 Cheque                 quo                 juicio          de     este          Ultimo           no cumpla                       con       los


         requerimientos                         minimos                   do        seguridad                    que        establezcan                  las      disposiciones                         legales            aphcables                         sus       politicas                  internas


         En caso                de     IJepsitos                      reahzados                       roediante               transferencias                      electrnicas                          de     dinero             Ia        cantidad                respectiva                     se     acreditarÆ                   en       Ia     fecha            en que
         Banamex                 efectivamente                            reciba            dichos                DepOsitos

     Banamex          tiene           Ia    facultad                 de      determinar                      ci        monto        mÆximo                  de    los
                                                                                                                                                                         Depsitos                            ser     recibidos                en            cada       Operacin                         cuando              Østa          no        se      ajuste               las


 sanas         practices               bancarias


 CLAUSULA                       11.6.-          OPERACIONES                                 ILCITAS                          Cuando              los     ljepsitos                  sean               considerados                         como             derivados                      de     una           operaciOn                  ilicita
                                                                                                                                                                                                                                                                                                                                                                  juicio
                                                                                                                                                                                                                                                                                                                                                                                  de

 cusiquier            autoridad                   competente                            Østa            requiera                     Banamex                           reversidn                  del       abono               ci    Chente                 autoriza                        Banamex                        cargar             de        inmediato                ci


 importe        correspondiente                                   asi        como           ci    de         las        penalizaciones                           gastos            de defensa                        haciØndose                         directamente                            responsable                  de           as    consecuencias

 legalos        que        en        su     caso            procedan

 Asimismo                  Banamex                     tendrÆ                  Ia      facultad                   do         negarse                     recibir            Depasitos                                     Cuenta              cuando                              considere                     necesario                  pare             prevenir              ci


 encubrimiento                         Ia       realizaciOn                  de      operaciones                            con     recursos              do      procedencia                      ilicita            bien            en     cumplimiento                                   sus       politicas             internas


 CLAUSULA                       11.7.-          FORMA DE EFECTUAR                                                        RETIROS                    El      Cliente                 las           Personas                 Autorizadas                             siempre                   quo         cumplen                 con           las         medidas                do

 seguridad             que           determine                    Banamex                        podran                hacer        retiros            do      dinero            con         cargo            al     saldo            de     Ia        Cuenta                     travØs               de     cualquiera                   de         las     siguientes

 formas

        Disposicin                    de        dinero               en      efectivo                 en         las     sucursales                 de      Banamex                          en        los        estabiecimientos                             de      los            Negocios                Afiliados                     comisionistas                         de

        Banamex                  que            se    encuentren                        autorizados                          para    tales             efectos                   travØs            del        libramiento                    de         Cheques                             de    Ia     presentacin                        de        Ia     Tarjeta              do

        DØbito

        Cargos                  travØs            del       libramiento                     do Cheques                         para       ser       abonados                  en      otras            cuentas             do         depsito                 bancario                     de     dinero             abiertas             en        Banamex                       en

        otras        instituciones                     de       crØdito


        Disposicin                     de         efectivo                          travØs             de         Cajeros            AutomØticos                         en        los        cuales               sea          aceptada                     Ia     Tarjeta                  de        DØbito                   cualquier                   otro           modlo
        determinado                       por        Banamex

        Adquisicion                   de        bienes                    Ia      contratacin                          de     servicios             en      los        Negocios                   Afiliados                mediante                     Ia    utilizacin                     de             Tarjeta             de     DØbito                     cualquior
        otro    media determinado                                       por         Banamex en                           Termineles                 Punto do Vonta

        Ordenes                 de         compra                 do         bienes                     de         contratacin                    de        servicios               celebrados                       con             los     Negocios                   Afiliados                       mediante                 Ia       transmisin                        do    Ia


        informacin                     de        Ia    Tarjeta                 de      DØbito                      cualquier               otro          medio determinado                                    por         Banamex                            travØs              de         redes           de       telecomunicaciones                                          por

         alguna           via     electrnica                         Optica                 do        cualquier                otra tecnologia

        Transferencias                          de     dinero             mediante                     Ia    utilizacin              do       Banca              Electrnica

 Banamex              padre               determinar                      otras         formas                    para         realizer           retiros              do     dinero               con            cargo         al         saldo            disponible                      de     Ia    Cuenta                 asimismo                         01    Cliente

 reconoce                 acopta                quo        Banamox                     estarÆ                facultado              para         establecer                   en        cualquier                  momenta                   ci        monto           mÆximo                     de     dinero            que        se       podrÆ              retirar        do
 Ia   Cuenta          dopondiondo                                    forma              travØs               de        Ia    cual    so      efecte               oi    citado           retiro




 CLAUSULA                   11.8.-          FORMALIZACION                                        DE RETIROS                            Los        retiros          do        dinero               de    Ia        Cuenta             serØn             documentados                                     oloccin              de       Banamex                              travØs

de      alguno        do        los        sigulontos                   medios                         Ia        suscripcion               autografa                        electrnica                      por      parte            del     Cliente                   do            las       Porsonas                  Autarizadas de                              recibos

 pagarØs             vouchers                        cualesquiera                       otras               constancias                   fisicas                olectrnicas                       ii        Ia     expedicin                     do comprabantes                                     fisicos               electrnicos                       que           omita

 Banamex               sus           comisionistas                             los      Negocios                        Afiliedos                   otras         instituciones                        bancarias                            iii        los        rogistros                  contables                    que         so       generen                     en    los


sistomas             do    Banamox                         de     sus          comisionistas                            de    los    Negocios                  Afiliados                     do        otras        institucionos                       bancarias


CLAUSULA                    11.9.-          SOBREGIRO                                  El        Cliente                se     oblige                  quo        Ia     suma do                       todos         los        retiros                do     dinero                  en        ningUn            momento                   excoda                    ci    saido

disponible            on        Ia    Cuenta                 par        10
                                                                               que      serØ                su     rosponsabilidad                        Ilevar         en forma                  personal                ci    control               sobro           ci    mismo                 evitando                cualquier                  sobregiro

 Pare     cubrir          posibles                sobregiros                      en    Ia       Cuenta                      con     01     objeto             de quo            no      se        dejon            de pager documentos                                           suscritos                  par      ci    Cliente                   las         Porsonas

Autorizadas                 Banamex                        padre          otorger                al    Clionte               un     crØdito haste                   por       ci   monto                     plazo     de disposicin  que                                         Banamox determine
El    Cliente         manifiosta                      oxpresamonto   su                                voluntad                     disponor                dol         crØdito          en        ci        momento                  en quo                 so     prosento                     cualquier                 sobregira                  en     Ia       Cuente
                                                         pare quo abone
instruyendo                     Banamex                                                                          Ia    citada        Cuonta               Ia     cantidad               de        dinero           suficiente                pare            cubrir              ci   referido               sobrogiro                en       01     entondido                  do

quo     Banamex                 ostarÆ                facultado                en      todo           momento                  pare         restringir             las       disposiciones                            01    importe                del        crØdita

El    Cliente         se    obliga                    pagar             Ia     totahdad                     do     las       disposiciones                     del      crØdito              quo ofecte                         en     tØrminas                   do    Ia        presente                   ClÆusula                      mØs           tardar            al    die

siguiente            en     quo           realico            Ia      misma mediante                                     abono               Ia    Cuenta                     en caso                   de     que          no sea             posiblo               efectuar                    dicho         abono              haciondo                   01
                                                                                                                                                                                                                                                                                                                                                                      pago       en

cualquiore            de        las       sucursales                  de Banemex

El    Cliento         desde            esto           momenta                       autoriza                     Banamex                  pare         cargarle             el     monto               do     Ia     disposicin                        efectuada                      en     tØrminos                de           presento                  ClÆusula

cualquier            atra cuenta                     do     depOsito                   bancario                   do     dinero           quo       ci    Chente             tenga            abierta              con      Banamex

Ambas          partes            reconocen                            acepten quo 01                              crØdito canforido                         en     tØrminos                  de        Ia
                                                                                                                                                                                                             prosente                 ClÆusula                 es      distinto                    Ia       Linea          do     CrØdita                seæalada                 en

                       DØcimo                                          del Contrato
ci    CapItulo                                  Segundo

CLAUSULA                    11.10.-             CARGOS                               LA CUENTA                                Banamex                   padre           cargar                              Cuenta              ci     importo                do       los            pagos             quo          el    Cliento             deba              realizar


pravoedores                 do        bienos                 servicias                 quo            utilicen              este     mecanismo                     de       pago             siempre                  cuendo                           cuente               con         Ia       autorizacin                del           Clionte                     bien        ii

01    Cliente        autorice               los       cargos              por        media             del         proveedor                     Øste              travØs           de        Ia       instituciÆn              de         crØdita            quo           Ic    ofrezca               el    servicio            do       cobra            respectivo

instruya              Banamox                         realizar               ci
                                                                                     cargo            correspondiento                             en        cuyo        casa            Ia    eutorizacin                   del             Chento                podrØ               quedar            en poder                del        citado           provoodor
en ambos              supuestas                       Ia    Cuonta deberÆ mantener                                                 saldo         disponible                      suficiente                  pare         realizer           el        cargo

El    Cliente         sin        roquisito                 edicianal                 alguno                      en      cualquier               momenta                    padre            solicitar                    Banamex                      Ia    cancoiacin                          de     las
                                                                                                                                                                                                                                                                                                                 cargos              que        so         ofecten               en

tØrminos         del        parrafa               anterior              sin
                                                                                    que      so         roquiere               do     Ia     previa            autorizacin                        de        las     respectivas                    proveedores                              do    bienes                   servicios                  Ia    cual           surtirØ


ofoctos              mÆs tardar                        las        10      dioz            Dies              HØbiles            siguientes                      aquel          en que               Banemox                  reciba                Ia    instruccin                      correspondiente                              El    Cliente                reconoce

     acopta      quo   Banamex                             no     tondrØ             responsabilidad                               alguna           derivada                de     Ia    citada              cancelacin




                                                                                                                                                                                                                                                                                                                                                                                       01638
     Las      autorizaciones                                 instrucciones                             qua            se        refiere          Is      presente                ClÆusula                   podrn              Ilevarse                     cabo           01             escrito           con        firma       autgrafa               mediante
     utilizacin          cle            Banca               ElectrÆnica                                travØs              de     otros            medios              electrnicos                          Opticos                de        cualquier                otra           tecnologia                    que       Banamex              determine                   para

 tales            efectos

 El        Cliente            reconoce                            acepta               que        Banamex                         no        tendrÆ             responsabilidad                               alguna            derivada                    de        los     cargos                    que        etectCie           en     cumplimiento                            lo


 dispuesto                   en         Ia    presente                ClÆusula ni                       por            Ia       imposibilidad                      de       efectuar                  los       mismos                en caso               de        que            Ia        Cuenta             no     mantonga                saldo         disponible

 cut iciente


 CLAUSULA                          11.11.-             COMPENSACION                                         El        Cliente               en     este           acto      autoriza                  de        manera             irrevocable                         Banamex                         para        compensar                     bien         para        pagar
 con         recursos                  provenientes                        de     Ia       Cuenia             cualquier                     adeudo                de     dinero                      cargo        del        Cliente                       favor           de    Banamex                          asi coma las               operaciones                      que
 en        su     caso            celebren                  ambas            partes            al      amparo                    de     Øste              otros         contratos                         cualquier              comisin                    interØs                       gasto        derivado              del     Contrato


                                                                                                                                                                    CAPITULO                          TERCERO
                                                                                                                                                            DEL DEPOSITO                                   EN DIVISAS

 CLAUSULA                          111.1.-             REQUISITOS                            El     Cliente                 podra            efectuar                  Depsitos                      de      dinero           en        Divisas              siempre                            cuando             cumpla            con     cualquiera                  de        los


 siguientes                  supuesios

             Se     encuentre                     domiciliado                   en         poblaciones                          localizadas                   en       una       franja              de      20 veinte                  kilmetros                    paralela                                linea       divisoria          internacianal                     node
             del    Pals                en        los       Estados de                     Baja        California                           Baja         California              Sur                  bien

             Si    es ciudadano                             extranjero                       presta              sus            servicios                en        representaciones                                  oficiales             do        gobiernos                  extranjeros                         organismos                  internacionales

             instituciones                        anÆlogas                            SI    es         corresponsal                           extranjero                     en        cualquier                     caso             el     Cliente                 deberÆ                    estar         acreditado               en        Mexico              ante           las


             autoridades                     correspondientes

 Banamex                  requerirØ                    al     Cliente           Ia     documentacin                                  que               su     juicia             demuestre                      que         cumple con                     alguno            de           los        supuestos               anteriormente                    seflalados

 obligÆndose                      el     Cliente                   notificar                  Banamex                       cuando                 deja       de       cumplir              con           cualquiera               de       dichos              Supuestos

 CLAUSULA                          III.2.-DEPSITOS                                     EN DIVISAS                                Los        Depsitos                    en       Divisas                  solo       podrOn             ser       constituidos                                 incrementados                       mediante                    traspasos

 do        fondos            de         depsitos                   bancarios                  denominados                                    pagaderos                      en        Divisas                  ii      Ia    entrega              de        documentos                                 Ia    vista       denominados                     en        Divisas

 pagaderos                    sobre               el    exterior                  ii cuando                           Banamex                    asi              autorice             Ia        entrega               de     Divisas                Dichos            Depsitos                        serÆn            acreditados              en     Ia     Cuenta do
 Ia     siguiente                 forma

             En caso               de         Depsitos                     realizados                   mediante                        traspasos                           cantidad                   respectiva                  se       acreditarO                 en            Ia        fecha         en        quo     Banamex                 efectivamente

             reciba          dichos               Depsitos

             En    el    supuesto                      do que            los      DepOsitos                      se        realicen              mediante                   Ia   entrega                  de documentos                                Is    vista           estos               Oltimos             serÆn         recibidos            por        Banamex
             salvo           buen             cobro                      por      lo       tanto            el        importe                que          amparen                 los           mismos                 serÆ        acreditado                    una         vez               que      el    documento                    sea        cubierto            por       el


             obligado              al
                                         pago
           TratÆndose de                               entrega             de     Divisas               el        importe                 serO         acreditado                 en            Ia    misma             fecha         en         que        Osta       so        efecte                     siempre                cuando             sean         recibidas

             por    Banamex                       en        DIas      HObiles                     dentro              del        Horario              Bancarlo                   en        caso           contrario            los         Depsitos                  serOn                acreditados                   el   Dia      HÆbil siguiente

 Banamex en                        cualquier                  momento                      podia        modificar                         adicionar                 limitar                 restringir                 Ia    forma en quo                       Se     podrØn                    constituir                  incrementar                los    DepOsitos

en         Divisas


CLAUSULA                           111.3.-             FORMA DE EFECTUAR                                                        RETIROS                     DE DIVISAS                               El      Cliente                  las       Persanas                   Autorizadas siempre                                       que        cumplan                 con        las

rnedidas                 de       seguridad                       que       determine                    Banamex                            podrÆn                hacer          retiros               de        Divisas           con           cargo           aI        saldo                disponible               de    Ia     Cuenta                   travØs              de
cualquiera                   de        las        siguientes               formas

           Situaciones                       do        fondas         en        cuentas                de        depositos                   bancarios                   denominados                                 pagaderos                    en       Divisas

           La      entrega               do dacumentas                                     Ia vista          denaminados                               en      Divisas                 pagaderos                       sabre          el     exterior

           La      entrega               de        Ia       Divisa         respectiva                    Ia       cual           estarO            en       todo         momenta                      condicianada                              Ia    disponibilidad                            do     billetes               monedas             metÆlicas                   de    Ia


           Divisa            carrespondiente                               par         parte           de        Ia    sucursal                  en      Is       que       el   Cliente                   Ia    Persona              Autorizada                           el        beneficiario                    pretenda             efectuar            el    retiro         do

           quo se             trate

           Mediante                 el       libramiento                   de Cheques                       con             cargo                           las     sucursales                       que        Banamex                 tenga              establecidas                          en    las        poblaciones        que se                         refiere         el


           inciso                 de         Ia    ClOusula                111.1           cuanda                eI        Cliente           se       ubique             en      el        supuesto                  senalado                en       dicho           inciso                         ii en        todo       Mexico cuando                         el    Cliente

           cumpla con                        eI   supuesto                 referido               en    el        inciso                    de      Ia    citada            ClOusula

El      pago            de        los        Cheques                 se         efectuar                         eleccin                  del             beneficiarlo                      respectivo                       mediante                 alguna               de         las        formas                previstas           en     las         incisos          que
           anteceden

           En su caso                        mediante                Ia     utilizacin                  do        Tarjetas                  do DØbito

Banamex                  podr                determinar                    otras           formas            para               realizar            retiros            de    Divisas                   asimismo                  el     Cliente             recanoce                            acepta            que        Banamex             estarO            facultado

pars          establecer                      en       cualquier                momenta                     el        monto               mØximo                  do    Divisas                 que         podrØ            retirar        de        Ia    Cuenta                   dependiendo                        Ia   forma               travØs        de        Ia   cual

se      efect0e              el   citado               retira


Banamex                  se        obliga                     pager             los        recursos                   abonados                      en        Ia    Cuenta                  mediante                          entrega                al     Cliente              de             Ia    misma             Divisa        quo        Øste         le        hubiese

depositado                        excepta                   par     lo     dispuesto                    en            el        segundo                pOrrafo              de        Ia        ClÆusula                XlIl.13              en       cuyo           caso                 el     Cliente            desde          este         momenta                  acepta

expresamente                            quo            Banamex               le      entregue                 Pesos

CLAUSULA                          111.4.-          CONCEPTOS APLICABLES                                                                      los      DepOsitos                  en         Divisas              los        serÆ aplicable                      Ia    estipulada                       en    el     Capitulo          anterior            excepta                  par

10                                en     las           ClOusulas                11.5         11.7
       dispuesta

                                                                                                                                                                       CAPITULO                           CUARTO
                                                                                                                                                          DE LA TARJETA                                      DE DEBITO

CLAUSULA                          tv_I.-           TARJETA                       Dependienda                               el    tipa       do      Producta                 cantratado                        por     el     Cliente                Banamex                 padrÆ                   proporcionarle                  una        Tarjeta        do        DØbito

        en        casa            de         que         el       Cliente              asi        lo    salicite                     Banamex                      podrO           tambiØn                      praporcionarle                         Tarjetas               de                DØbito         adicionales                  pare         las        Personas
Autorizadas                        Asimismo                       Banamex                   praparcionarØ                              al    Cliente               una      Clave               Canfidencial                       El       Cliente             reconoce                         acopta             que      Banamex                  padre         restringir

       emisin             de       Tarjetas                  do     DØbito             adicianales

Banamex                  asignarØ                           cada         Tarjeta              de        DØbito                  Un      nOmero                 Onico             el    coal               se     encontrarÆ                  impreso                 en         el        anverso             do        Ia   misma               Las      Tarjetas                 do
DØbita             serÆn          intransferibles                              deberØn                 ser        firmadas                   par       el     Tarjetahabiente                              en    el     panel           de       firma          que        se        encuentra                    al    reverso        de       las     mismas

Todas              las       Tarjetas                  de      DØbito                serØn             prapiedad                        do       Banamex                     por           10
                                                                                                                                                                                                     que        el     Cliente              se       obliga            par           ØI
                                                                                                                                                                                                                                                                                                      par     los       demÆs             Tarjetahabientes

devolverlasaBanamexen                                                 Ia     fecha           do         encimientode                                  asrnismasoalaterminaciOndeesteContrato
                                                                                                                                                                                                                                                                                                                                                          ____




                                                                                                                                                                                                                                                                                                                                                                                         01639
  El    Cliente                  manifiesta                     expresamente                          su        consentimiento                          para           que            Banamex                  en    caso               do que            asi        10    considere                    conveniente                           hove                  cabo            los     actos
  necesarios                                                                                                     prepagada                                   en                                                                                                                                         nmero
                                   tendientes                             que        ha    tarjeta                                               que                       su        caso         el    primero                hubiese               adquirido                             cuyo                                se        incluye                en        Ia    Solicitud
  evolucione                           Tarjela              de        DØbito              con         Ia    finahidad                de        que      el   Cliente                  puoda            utihizarla             pare        disponer                   de        dinero         con                                  Ia    Cuenta
                                                                                                                                                                                                                                                                                                         cargo

  En         el
                   supuesto                     anterior                  ambas                partes             convienen                      en     dejar               sin       efeclos            los       tØrminos                         condiciones                       de      ha    tarjota              prepagada                         correspondiente

  instruyendo                         el      Chiente                     Banamex                     pare        que           traspase                         Ia    Cuenta                el      saldo          de        dinero           que             en         su        caso           tenga           disponible                       en         Ia    citada               tarjeta

  prepagada

 CLAUSULA                                   V.2.-      UTILIZACION                                  DE          LA CLAVE                         CONFIDENCIAL                                     Ambas                  partes               aceptan                 quo            Ia      utilizacin                       de         Ia    Clave                 Confidencial

 sustituirÆ                      Ia    firma           autografa                     del         Tarjetahabiente                                 por        una            de        carÆcter            electrnico                            por        10    que            las         constancias                        documentales                                      tØcnicas

 en         donde                aparezca                       producirÆn                      los        mismos                    efectos                que            las        leyes          otorguen                       los        documentos                             suscritos                              en         consecuencia                                tendrÆn
                  valor
 igual                             probatorio
 El Cliente                      reconoce                       el    carØcter                                                  intransferible                             do              Clave                                                          cual
                                                                                                personal                                                                             Ia                  Confidencial                           Ia                        quedarÆ              bajo                    custodia                      control                        cuidado
 del         Tarjetahabiente                                    por         10    que           serÆ            de     Ia       exclusiva                    responsabilidad                                 del     Cliente                   cualquier                    daæo                   perjuicio                   que            pudiese                    sufrir           como
 consecuencia                                 del      uso indebido de                                     Ia   misma
 La         Clave            Confidencial                            podrØ            ser        modificada                          por        el    Tarjetahabiente                                   travØs                de    los        medios                 que            Banamex                  disponga                        para             tales           efectos

 CLAUSULA                              lV.3-          ENTREGA                         DE TARJETA                                 Las           Tarjetas               de         DØbito           se     entregarÆn                      al    Chiente               de acuerdo                     con           el    procedimiento                                           Banamex
                                                                                                                                                                                                                                                                                                                                                                    quo
 determine                                                                        en                entendido                   de que Banamex                                       estarØ          facultado                                                                 mismas
                                 pare         tales         efectos                        oh
                                                                                                                                                                                                                              para        entregar                  las                                 Ia
                                                                                                                                                                                                                                                                                                              persona que                            se        encuentre                    en      el

 domicilio                   del       Chiente                            Is     persona                   fisica          que        este            Øhtimo               autorice                          tal     fin            Es        responsabilidad                               exclusive                  del         Chiente                                                de     las
                                                                                                                                                                                                  para                                                                                                                                                    Is    ontrega

 Tarjetas                   de     DØbito             adicionales                          sus           respecthvos                      Tarjetahabientes

 Banamex                     entrogarØ                     desactivadas                         las        Tarjetas              de DØbito                   los
                                                                                                                                                                           Tarjotahabientes                          deberÆn seguir                             las        indicaciones                                  Banamex                     les        dØ        at    momento
                                                                                                                                                                                                                                                                                                             quo
 de         Ia
                                        para          activarhas                     do         esta            manera               poder           efectuar                   retiros              disposiciones                       con        las        mismas
                  entrea
 Una             vez        ontregadas                     las       Tarjetas               do DØbito                      el    Chiente              serÆ            01    Unico           responsable                       do    todos            los        retiros
                                                                                                                                                                                                                                                                                           disposiciones                       que con                   ellas           se     efectien

 por        Io    que         este            Ultimo            reconoce                       acepta             que           Banamex                     no    tendrÆ                  ninguna           responsabilidad                              derivada                   del     mal uso que                        se        haga            de         as    Tarjetas               de
 DØbito                por       culpa               negligencia                      do        los        Tarjetahabientes


 CLAUSULA                             lV.4-           MEDIO                    DE DISPOSICION                                        La        Tarjeta           de         DØbito              sÆlo representa                          un medio de                        disposiciOn                      de        los     Depsitos                        efectuados                       por
 10
       quo                  travØs            de      ha    utilizacin                    de        Ia     misma            el       Tarjetahabiente                                 podia           efectuar            nicamente                        retiros                    disposiciones                       do         dinero            hasta                          el    limite
                                                                                                                                                                                                                                                                                                                                                                          por
 del        sabdo            disponible                    do        ha     Cuenta                    No        obstante                  10    anterior                   cuando               Banamex                  lo    autorice                  el    Cliente               podrÆ          solicitar
                                                                                                                                                                                                                                                                                                                             por         escrito               un        himite           menor
 para            cualquiera                   de      las        Tarjetas             de         DØbito

 CLAUSULA                             1V5.-          UTILIZACIN                                DE LA TARJETA Medhante                                                           Ia    utilizacin               de    Ia                         de        DØbito                     ha     marcacin                    de               Clave             Confidencial                             Ia
                                                                                                                                                                                                                              Tarjeta                                                                                              Ia



 suscripcin                       de         los      documentos                      que Banamex determine   el Tarjetahabiente                                                                                     podrÆ               efectuar               retires                     disposiciones                          do     dinoro                con           cargo                 Ia

Cuenta                      consultar                 el        saldo            de Ia misma  travØs de los medios que Banamex                                                                                       autorico                  para           tales        efectos                 entre          los        cuales            so         podrØn               incluir           los

siguientes                              los         Cajeros               AutomÆticos de                             Banamox                          do     otras              instituciones                    bancarias                    con        los    quo            Banamex                       Ia        marca             do     ha        Tarjeta              do         DØbito
                       celebrados                     acuerdos                                                                        de                                                                                                       do
tengan                                                                            ii           as        sucursales                              Banamex                        iii       los     ostabbecimientos                                       los        comisionistas                        autorizados                          por        Banamex                          iv     las

sucursales                       do         otras          institucionos                       bancarias                   con        las        que         Banamex                                   mares de                Ia       Tarjeta           do         DØbito                tengan            celebrados                        acuerdos                             bien
los         Negocios                  Afihiados

El     Cliente                reconoce                          acepta            que           el       saldo         de        Ia       Cuenta             que            le
                                                                                                                                                                                     proporcione                    Banamex                          haves                 de        cualquiora                   do         los        modbos                 seæalados                   en       01

pÆrrafo                anterior                podrÆ             no       estar           actualizado                      en        razÆn            do     encontrarse                        pendiente                do        aplicar               algØn            cargo              abono                efectuado                         Ia     misma

CLAUSULA                              IV.6.-          IDENTIFICACIN                                        PARA USO DE TARJETA Baaamox                                                                               sus           comisionistas                            otras           instituciones                      bancarias                             los        Negocios
Afiliados                   podrØn             requerir               al       Tarjetahabionte                          se       identifique                     debidamente                           provio                 que        Østo            efecte                un     retiro             disposicin                       de         dinero               mediante                  Ia

utilizacin                   de        Ia     Tarjeta            do DØbito


CLAUSULA                              V.7.-          RETIROS DE DINERO                                                  Los          retiros           do        dinero               quo       efectØe             el
                                                                                                                                                                                                                          Tarjetahabiente                                 mediante                 Is    utilizacin                      do              Tarjeta               de         DØbito

on      Cajeros                  AutomØticos                         estarØn               sujetos                              Is    disponibilidad                            de        efectivo          quo          oxista           on        eI    Cajero               AutomÆtico                    al        memento                  do         intontar                 efectuar
el     retire                ii       los      limites               mØximos                   de     disposiciÆn                     diana            establecidos                         por        Banamex                      otras           instituciones                         bancarias                segn                  sea         el    caso

CLAUSULA                              lV.8.-          ROBO                        EXTRAVO                            DE LA TARJETA                                              El    Cliente            se         obliga           por       por  Øl                          los         demÆs                 Tarjetahabientes                                             avisar            do
manera                  inmediata                           Banamex                             travØs             de                 medios                                                                                        su disposicin
                                                                                                                            los                              quo            este           Ultimo           ponga                                                  para estos efectos el robo                                                                             extravio               do
cualquier                        Tarjeta               do            DØbito                 asi            como                 su         retencin                         en         Cajeros                 AutomÆticos                                en  el  entondido   de que     Banamex                                                                          no          tendrÆ

rosponsabilidad                                     alguna                por     los       retiros                   disposiciones                               que                en su           caso so hubiesen                                    efectuado   mediante  Ia utilizacin  de                                                                     Ia    Tarjeta               do
DØbito                 con        antorioridad                                 dicho           aviso

Una voz ofectuado                                          el    aviso            seæalado                       en        el    prrafo                 anterior                      Banamex procederÆ    bloquear   Ia                                                                    Tarjeta               de     DØbito                           partir           do        lo     cual

cesarª                 Ia    rosponsabilidad                                   del        Cliente               por        el    uso do                Ia    misma                     Banamex proporcionarª al Cliente                                                                     una         dave            quo             Øste         deborÆ conservar

para         futuras                  aclaraciones

Al     momento                        de      ser          bloqueada                      Ia     Tarjeta              do        DØbito                Banamex                         procedera                      expedir una                          nueva                Tarjeta             de        DØbito que                                                        al    Cliente
                                                                                                                                                                                                                                                                                                                                               entregarÆ
en     tØrminos do                            lo     dispuesto en                           Ia      Clusula                     IV.3

Si     el    Cliente                        los      domÆs Tarjetahabiontos recobrasen                                                                           Ia        Tarjeta              do     IJØbito           despuØs                     de        haber            notificado                    su         robo             extravio                         retencin
deberØn                     abstenorse                      de       usarla                    entregarla                       do inmediato                                Banamex

CLAUSULA                           IV.9.-            RETENCIN                               Banamex                    estarØ                  facultado                   pare        retener              bloquear                    canceler                      sustituir              en      cualquier                     momonto                      as        Tarjotas               de
DØbito             por        cualquiera                    do        las        cuestiones                     que de               manera                 enunciativa                         mØs         no     limitativa                 se         seæalan                      continuaciOn                                 por        haberse                terminado                      01

presente                    Contrato                 ii por               haber cambiado                              el    tipo          do     Tarjeta               de DØbito                     iii pars            perrnitir             el    uso            internacional                   de       Ia        Tarjeta            do         DØbito               en case                do
             inicialmente                       solo             fuese            vØhida                                                                                                                            do                                                                              de
quo                                                                                                   en         territorio                nacional                    iv            por        motives                        soguridad                                   derivado                          su         robe                   oxtravio                    vi             por       Ia

implementacin                                 de nuevas                     tecnologias                         vii        por       ha        implemontacion                              do     nuovas             marcas                         on         su     caso            viii   porque                     el     Cliente               cumpha                         mayonia
de     odad                 on     osto             Itimo caso                       el    Chiente               se        obliga                    acudir                 cualquier                  sucursal               de        Banamex                     con         Ia    finalidad do                      sustituir              is                              do         DØbito
                                                                                                                                                                                                                                                                                                                                                      Tarjeta

correspondionte


CLAUSULA                          lV.1O.-             NO RESPONSABILIDAD                                                         Banamex                     no       asumirO                responsabihidad                            ahguna

        Si        cuahquiera                    do     los           Nogocios               Afiliados                      comisionistas                          do        Banamex                    no      admite              al    Tarjetahabiente                              Ia
                                                                                                                                                                                                                                                                                            Tarjeta           de DObito

        Si        el
                        Tarjotahabionto                              no puede                   efectuar               retiros                 por    Ia    suspension                          de     servicios              on        las    sucursales                       do         Banamex                      on         los    Cajoros                   AutomØticos




                                                                                                                                                                                                                                                                                                                                                                                                         01640
         Si    el    Tarjetahabiente                                 no puede                 utilizar                 Tarjeta               de        DØbito            por           daæos             en        Ia    banda             magnØtica                      de        Ia    misma
         Por         Ia       cantidad                     calidaci                     cualquier                    otra        caracteristica                          de            las        mercancias                              servicios                      adquiridos                  par         el    Tarjetahabiente                             mediente

         utilizacin                 de      Ia    Tarjeta                  de      DØbito                 asi        como         de         Is
                                                                                                                                                   entrega                        ejecucin                     de        los        mismos                 obligØndose                         ci    Cliente                    presentar               cualquier            tipo       de

         reclamacibn                       por        los        conceptos                    antes             mencionados                            exciusivamente                              ante            ci    Negocio                Afiliado                 de     que        se       trate



 CLAUSULA                        VII.-            TIPO                 DE CAMBIO Cuando                                           el        Tarjetahabiente                              utilice          Is
                                                                                                                                                                                                                   Tarjeta            de         DØbito              para           realizar           disposiciones                         de        dinero        en     Divisas

      bien      para          etectuar                                     de     bienes                    servicios              en        Divisas                ci       monto                de               disposicin                             pago           siempre               se     cargar                     Ia    Cuonta                en Pesos                   en
                                                      pagos
 su caso             en        Ia     Divisa           en que                se        encuentre                     denominada                        Ia    Cuenta                    tratØndose                       de      los       Depsitos                       en        Divisas                  que       se        refiere           el    Capitulo           Tercero
 El    tipo     de cambio que                              so        utilice
                                                                                     para           calcular                     equivalencia                       del        Peso               en      relacion                  con     el        DOlar no                  podra               oxceder            de        Ia    cantidad               que     resulte           de

 multiplicar              por         1.01        uno                punto           cero           uno           el   tipo        de camblo                       que            el     Banco                de        Mexico              determine                      el      dia         de    presentacin                        de        los       documentos                  de
 cobro         respectivos                        de        conformidad                           con           lo     senalado                    en        las        Disposiciones                              aplicables                             Ia    determinacin                         del          tipo          de      cambio               para      solventar

 obligaciones                   denominadas                                en moneda                        extraniera                 pagaderas                        en        Ia    RepØblica                       Mexicana                          que        publique                  en      el       Diario          Oficial           de          Federacin                   ci


 Dia     HÆbil siguiente


 CLAUSULA                           V.12.-             CARGOS                          PRESUNTAMENTE                                              FRAUDULENTOS                                                Banamex                      podrÆ                restituir                 at        Cliente                el    monto                 de     los      retiros

 disposiciones                         que        Banamex                         determine  que                             fueron presuntamente                                                  efectuados                         mediante                      et    uso           fraudulento                    de        Ia    Tarjeta               de DØbito              an
 cuando              Ia       misma no hubiese                                     sido robada                               extraviada                        obligandose                                el       Cliente                  colaborar                         en todo                momonto                     con         Banamex                  debiendo

 entregarle                   toda          Ia    documontacin                                      que           Banamex                         le
                                                                                                                                                        requiera                   para             que            este             Ciltimo               se encuentre                          en        condiciones                         de        lievar              cabo          Ia


 investigaciOn                        correspondiente

 En      caso             de     que el                     resultado                        de      Ia      investigacin                               efectuada                            por         Banamex                          concluya                       que            los         retiros                     disposiciones                        no      fueron
 efectuados                    de manera                         fraudulenta                           el    Cliente               autoriza                        Banamex                         para             cargar                  Ia        Cuenta                  el     monto             que            Øste        le    hubiese               restituido                en
tØrminos de                      to
                                       dispuesto en                             el      pÆrrafo                 anterior

                                                                                                                                                                    CAPiTULO                             QUINTO
                                                                                                                                                                        DELACHEQUERA

 CLAUSULA                       V.1.-            CHEQUERA                                    Dependiendo                          ci        tipo        de         Producto                       contratado                        por         el    Cliente                   Banamex                     podrÆ               proporcionarle                       una            mØs

Chequeras                     mediante                     las       cuales             el    Cliente                  las        Personas                   Autorizadas en                                   su        caso          podrØn               efectuar                     retiros             disposiciones                         do    dinero        con         cargo
al    saldo         registrado                   en        Ia    Cuenta                      favor          del Cliente                          travØs            del         libramiento                     de        Cheques
 El    Cliente            no     podrØ            utilizar             esqueletos                      de Cheques                           distintos                    los
                                                                                                                                                                                   quo            Banamex                      le    proporcione                         en     Ia       citada        Chequera                        salvo           aquellos           casos en

que          previa           solicitud           por            escrito               Banamex                    autorice              al       Cliente            ci       usa de formas                                   esqueletos                        de Cheques                      especiales                       los    cuales            deberÆn            cumplir

con      las    especificaciones                                 bancarias                    aplicables

 El    Cliente            reconoce        que                    los       Cheques                   especiales                    podrØn                ser        rechazados                           cuando                no      cumplan                      con       las        citadas            especificaciones                            bancarias                 por     Ia


que      desde            este         momenta                        acepta            que          Banamex                     no      sore           responsable                           de        los    danos                   perjuicias                   quo            el    Cliente                 cualquier                tercero            pudiesen              sufrir


como consecuencia                                 de            Ia    falta       de pago                   del      Cheque                 rechazado                        aUn              cuando                    existan            fondos               suficientes                    en     Ia    Cuenta


CLAUSULA                       V.2.-            RETIROS CON CHEQUE Los retiros que                                                                                  se         realicon                       travØs           del        libramiento                     do         Cheques                serØn               cargados                        Cuenta             en     ci


momenta en quo                             so     presenten Banamex para su cobro

CLAUSULA                        V.3.-            ENTREGA                        DE LA CHEQUERA                                               Banamex                      entregarØ                      Ia        Chequera                     en        Ia     Sucursal                       en        cualquier                   otro        lugar       que      Banamex
determine                 previo            acuse                de        recibo  del Cliente ode                                     Ia                               fisica                      ci        Cliente               autorice               par       escrito
                                                                                                                                                 persona                                 quo

      partir        de    Ia     fecha           del        acuso               do      recibo              respectivo                      ci     Cliente               serÆ           el    Ønico            responsable                            do       Ia   guarda                 custodia                    uso de                is   Chequera                  estando

exento          Banamex do                            cuaiquier                   rosponsabilidad                                derivada                del     mal uso quo                                  so    haga             de         los       esqueletos                      do        Cheques                 contenidos                   en     Ia   misma              par

cuipa               negligencia                  del        Cliente                do sus              representantes                                   de     las Personas                              Autorizadas


CLAUSULA                       V.4.-            CHEQUES ROBADOS                                                         EXTRAVIADOS                                      El        Cliente                no        tendrÆ                accin                  legal             para         reclamar                         Banamex                     indemnizacin

por      el    pago            de Cheques                             extraviados                               robados                     cuando                 el
                                                                                                                                                                         primero no                            hubiere dada                               aviso do                  ello            Banamex                      por         escrito                  travØs            de

cualquier medio                             que            Banamex                      ponga                   disposicion                            del    Cliente                   para ese efocto                                    Dicho                aviso              tendrÆ            quo         presentarse do                              manera           previa

      quo      se    efecte                 el
                                                  pago                 del      Cheque                  correspondiente

Una          vez efectuado                            el        aviso           seæalado                     en        el        pÆrrafo                anterior                   Banamex                          procederÆ                                  bloquear                  los        Cheques                     extraviados                          robados

partir         de        to    cual         cesarØ                    Ia    responsabilidad                                  del        Cliente               por            el        usa         do         los        mismos                           Banamex                       proporcionarÆ                            at    Cliente               una      dave          quo
Øste         deberÆ conservar                                    para         futuras               aclaraciones

El     Cliente                solo         tendrÆ acciOn                                para              reclamar                           Banamex                         el
                                                                                                                                                                                       pago             de         Cheques                      alterados                               falsificados                        cuando                 Ia    alteracin                        Ia


falsificacin                    fueren                notorias                       juidio            de       Banamex

CLAUSULA                       V.5.-        REVOCACION                                   DE CHEQUES                                    El    Clionto                     las      Personas                     Autorizadas                           no    podrÆn                  revocar            los       Cheques                 librados              ni     oponerse
su     pago          sino           dospuØs                     de quo            transcurra                      el    plaza               do     presentacin                               quo         establezcan                        las           disposicionos                        legalos            aplicabios                       Transcurrido                   dicho

plaza          ci    Cliente           podrØ                revocar               los        Cheques                        so    padre                oponer                     su     pago             mediante                    notificacin                        quo        entregue                par       escrito                 Banamex

                                                                                                                                                                        CAPITULO                          SEXTO
                                                                                                                            DEL             DEPSITO                               PLAZO                        DE LOS                      PAGARES

CLAUSULA                       Vl.1.-            FORMALIZACION                                          El      Cliente            podrØ                instruir                   Banamox                         por       escrito                 mediante                   Banca               Electronics                               travØs          do     los    medios

quo      Banamex                    determine                    para           tales         ofectos                       fin    de        quo            con         cargo            al       saido            disponible                   en        Ia    Cuenta                    so    invierta              ci    dinero          que ci propio Cliente
determine                en     Depsitos                              Plaza            en      prØstamos                     instrumentados                               medianto                       PagarØs                          bien                 travØs              de     otros           pasivos                     cargo   de Banamex tales

como          depOsitos                bancariqs                      do      dinero              do      cuaiquier                tipo           quo        Banamox                         so    encuentre                    operando                            ofrezca                    sus     clientes


Asimismo                  cuando                 Banamox                      asi       Jo    autorice                      as     DepOsitos                             Piazo                    los         Pagares                 podrØn               ser           constituidos                     sin     Ia       necesidad                    do    quo      ci    Clionte

mantenga                 una Cuenta

En      ci     supuosto                    senalado                    on         ci     pOrrafo                  anterior                  Ia     constitucin                                incremento                            do      los            DepOsitos                           Plaza                   do        los         PagarØs deborØn                            ser

formalizados                    por        ci    Cliente               mediante                   Dopsitos                         los           cuales            les       serO            aplicable                  10   estipulado                    en        Ia    CiÆusuia                  11.5       del    presente                   Contrato            asimismo
ci    Chente             podrØ         efectuar                      retiros                 travØs          do        cuaiquiora                      de     las        forrnas                  seæaiadas en                            los        incisos                                   do    Ia     ClÆusula                  11.7             cuaiquior           otra      quo
Banamox               determine                   para               tales        efectos


Banarnex                 determinarO                        hbremente                         los       montos                         piazos                      partir              de         las         cuales                estarO            dispuesto                            recibir              DepOsitos                         Plazo               prØstamos
documentados                          en        PagarOs




                                                                                                                                                                                                                                                                                                                                                                                               01641
      CLAUSULA                          Vl.2.-           DOCUMENTACION                                             Cada               DepOsito                       Plazo                 prØstamo                    celebrado               en      los        tØrminos              del        presente               Capitulo              se        documentarÆn
      mediante                   is    emisiÆn                 de      Constancias                         de      Depsito                         de PagarØs                         respectivamente                                los     cuales             Banamex                 recibirØ             del         Cliente          en        depsito                 para    su

      guards                 administracidn                                 acreditÆndose                          dicho             depOsito               con           el   comprobante                            de Operacin                     quo         Banamex                 emita            para          tales          efectos            ci        cual    desde
      este       rnomento                     ci    Cliente             reconoce                     que        no        es        un     titulo          de    crØdito

      Las        Operaciones                             seæaladas                       en         el     pØrrafo                  anterior               no        podrØn vencerse                                   anticipadamente                            por         10
                                                                                                                                                                                                                                                                                     que ci               Cliente              reconoce                         acepta            que
      inicamento                       podia             retirar            los    recursos                invertidos                     en     dichas              Operaciones                          at    vencimiento                   del      plazo        de        las     mismas


      CLAUSULA                          VL3.-            INTERESES                                  Banamex                    pagara                 al    Cliente              intereses                      sobre          las         sumas             que Øste Ic entregue en Depsito      Piazo                                                                             en
      prØstamo                           Ia     tasa           anual               pactada                 entre               las       partes             Ia    cual           padre               corresponder                              Ia     tasa      de interØs que para dichas operaciones                                                                            dØ
      conocer                Banamex                         en     lugares                   abiertos               al
                                                                                                                               piiblico             en          sus       oficirias

      Los        intereses                    referidos                      en        ci      pÆrrafo             anterior                     se causarØn                            partir              del         dia     en       que         se       constituya                   ci       Depsita                         Piazo                  se         otorgue el
      prØstamo                          hasta             ci      dia        anterior                al       de     Ia        conclusiOn                        del        plazo          correspandiente                                   los      cuales             se        caIcularÆn                     dividendo                    Ia    tasa            de interOs
      anual            aplicable                        entre           360            trescientos                             sesenta                          multiplicando                              el     resultado                   asi      obtenido                     por        ci       nmero                 do         dias            efectivamente
      transcurridos                           durante                   ci         perlodo                 en        ei        cual           se       devonguen                       los            intereses                               tasa           correspondiente                                      Los         cÆiculos                   se      efectuarÆn

      cerrÆndose                              centØsimas

      Los        intereses                    que            devenguen                         las        Operaciones                            antes            senaiadas                      serØn                brutos               se pagarÆn                    al        vencimiento                      de        las        mismas tratndose
      de    DepOsitos                              Plazo               los         intereses                  podrØn                     pagarse                en        las    fechas                   quo         ambas             partos             doterminen                     al       momento                    do        pactar            Ia    Operacion
      El   tratamiento                        fiscal            de          los     rendimientos                               estarÆ            sujeto                   las     disposiciones                              legales             aplicables

      En    Ia     CarÆtula                   se seæala                      Ia    tasa             de     interØs                  anual          aplicable                    iThicamente                         en            fecha          de celebracin                           del           Contrato                    Ia    GAT             del     Depsito
      Plazo                 del        Pagare                  segn                corresponda


      CLAUSULA                          Vl.4.-           PLAZO                     Al         constituirse                     ci    Depsito                         Plaza                 al    expedirse                   ci      Pagare            que         documente                       el    prOstamo                   las        partes            pactarÆn              ci


      plaza        de        los        mismos                 en       dias           naturales                   no debiendo                         ser        menor                         un             dia          serØ        forzoso            para        ambas                 partes               Banamex                 podrO            determinar                  ci


      periodo               minima              respecta                    dcl     cual            estarØ         dispuesto                          celebrar                 este    tipo           de Operaciones

      Cuando                ci    vencimiento                       del           Depsito                     Plaza                   del        Pagare              ocurra           en         un       dia         inhÆbil         ci     pago          se     efectuarÆ                  el     Dia     HÆbil             inmediato                  siguiento             en      ci

      entendido                   de que                 los      intereses                    continuarÆn                      devengandose                               conforme                   se        establece               en       Ia    ClOusula               anterior                     Is      tasa        do        interØs           originalmente

     pactada

     CLAUSULA                           Vl.5.-            RENOVACIN                                  DEL             DEPOSITO                                    PLAZO                 Banamex padrÆ                                  renovar              los     Depsitos                             Plazo            en      forma              automØtica                      su

     vencimiento                        quedando                       sujeta            Ia    citada           renovaciOn                            Ia    aceptaciOn                  do Banamex

      En caso                de        ser         proccdcntc                       Ia        rcnovacin                   del             DepOsito                        Plaza            ci        mismo             se     cntenderÆ                    constituida                  al     mismo              plazo            que         el    anterior                siendo

     aplicabie                   Ia    tasa             de     interOs              que             Banamex                     hays            dada                  conocer                   al    pØbilco                en      general               pars        esa          misma               ciase            de      Operacion                      ci    Dia      HObil

     correspondiente                               al    do       Ia    renovacin

     Cuando                 ci    vencimiento                          del        Depsito                     Piazo                 fuere        en         dia       inhÆbil              Ia    Operacin                     serÆ           renovada              precisamente                          en       dicha          dia      inhØbil                                      at
                                                                                                                                                                                                                                                                                                                                                                apilcando

     efecto            Ia   ass do                 interØs             que         Banamex                    hubiesc                    dada               conocer              el    Dia           HØbii            inmediata               anterior             En     este           supuesto                   si    el     Cliente             so     prescntara                 el


     Dia     1-lObil         inmediato                       siguiente                 al     de     Ia    renovaciOn                           padre           retirar         ci    monto               total        del     Depsito                     Plazo


     CLAUSULA                          VI.6.-            REINVERSION                                 DEL           PAGARE                        El     Cliente                instruye                   Banamex                 para        quo          ci    monto             derivado               do      Ia     amartizaciªn                     del         Pagare        so

     invierta           en            otro      PagarØ                 par        un        piazo         iguai           al        anterior               aplicØndole                     Ia    tasa           do       interOs           que        Banamex hays dada      conacer al                                                    pØblico                   en     general

     para        eSa         misma                 clase            de        Operacin                     ci      Dia              I-IÆbii      correspondiente                                al    do               reinversin                      En ado caso  Ia reinversin  antes                                                            seæalada                 queda
     sujeta                 Ia        aceptaciOn                       de         Banarnex                      Cuando                     ci    vencimienta                         del         Pagare                fuere         en       dia      inhÆbil            Ia         reinversiOn                   sore            efoctuada                    el    Dia     HØbil

     posterior

     El    Cliente                      las        Personas                       Autorizadas                        en         cuaiquier                   momenta                    podrÆn                    instruir               Banamex                   pars         que           no         proceda                    efectuar                Ia        reinversin

     seæalada en                       Ia     presente                  ClÆusula


     CLAUSULA                          VI.7.-            ABONO                           LA CUENTA                                  Cuando                 no     proceda                  Ia        renovacin                    del        DepOsita                   Plaza                     Ia    reinversin                 del         Pagare                 Banamex

     pondrØ                  disposicion                       del      Cliente                el    manta           derivado                    de        Ia    hquidacion                     total            parcial          dci        primera                bien           do     Ia      amartizaciOn                     del     Segundo                     mediante

     abano                   Ia       Cuenta                 de        Ia    cantidad                    de     dinero                   que       corresponds                         en            caso             do     que        ci    Cliente             no     mantenga                        una       Cuenta                 Banamex                     pandrØ
     dispasiciOn                      del     Cliente             ci    importe                 respectivo                     en        efectivo               Cheque                     cualquier                   otra farms                quo       Banamex determine

     CLAUSULA                          VI.8.-        OPERACIONES     EN UDIS Las partes podrØn                                                                                                  pactar                quo      las      Operaciones                            que            so        refiere          ci      presente                 Capitulo             sean
     denominadas                         en        UDIS en cuya caso el plaza do las mismas no padre                                                                                                 ser         inferior                    tres          meses

                                                                                                                                                                           CAPITULO                        SEPTIMO
                                                                                                                                         DE LAS DIVERSAS                                        CLASES                     DE PRODUCTOS

     CLAUSULA                          Vll.1.-            SOLICITUD DE PRODUCTOS                                                                      Previa              autorizacin                          de      Banamex                   ci    Cliento            padrÆ               soiicitar            cualquiera                   do        las         Productas

     incluidos               en         el         Portal    Banamex   en el presente                                                                      Capitulo                  pars            Ia        cual         deberÆ            cumplir              can         las       caracteristicas                                 requisitas                   que      sean
     determinadas                           par     Banamex                       para         Ia    cantrataciOn                         de     los        mismos

     El    Cliente               recanoce                      acepta               quo             Banamex                    estarØ            facuitado                     para    madificar                      las    caracteristicas                       del Producta                        cantratado                  par     ci       Cliente                 inclusa

     cambiaria                         otro        Praducto                       bastanda                 pars           ella           un     aviso            par        escrito             dada             al    Cliente             can        30     treinta               dias        do       anticipaciOn                       Ia        fecha            en     quo       Ia


     madificacin                              ci    cambia                  cntrc             on     vigor                     raves             de         cualesquiera                        de         los        medias            seæalados en                     is         ClÆusuia               XIII.8                Durante                 dicho            plaza        ci


     Cliente           tendrÆ                derecho                         dar         par         terminada                       ci    Contrato                   sin
                                                                                                                                                                                quo         Banamex                        pueda           cobrarle               cantidad               adicionat                 alguna                por        este         hecho             con

     oxcepcion                   do     las        adeudas                   que         ya     se        hubieren                   generado                        Ia    fecha           en        quo         ci    Cliente          natifique                  Banamex                    Ia       terminacin                anies              referida


                                                                                                                                                                                      SECCIN
ii
                                                                                                                                                      INVERSION                        INTEGRAL                             BANAMEX
ii
     CLAUSULA                          VII.2.-           DESCRIPCION                                     InversiOn                    Integral                  Banamex                    es un               depOsito               de      dinero                Ia    vista              en        Pesos quo genera                                   rendimientos
     diarios

     El Cliente                  en      cualquier                     rnomento                      podrÆ            instruir                        Banamex                    par escrito mediante                                         Ia      utilizacin                   do        Banca             ElectrOnica                                travØs             de    los

     medios             que            Banamox                      determine                        pars       tales                efectos                para que                  este            ltimo            transfiera                     de     Ia    cuenta               eje        los     recursos que                             eI   Cliente             desee

     depositarenesteProductooviceversa



             4o14l                                                                                                        13
                                                                                                                               zm4ac3n5I                    eLM                                                                                                   Jc                                                pR1Ai099434




                                                                                                                                                                                                                                                                                                                                                                                            01642
 El    Cliente              reconoce                       acepta que                                transferencia                                  quo        Se        refiere       el       pÆrrafo                     anterior               nicamente                     se         podrÆ        efectuar                  en        Dias            Hbilos
 dentro               de        un        horario           de las 900                                         as        1500              horas               hora           del      centro                    de         Mexico                  en         caso          do                    el    Cliente               instruya                      Ia     citada
                                                                                                                                                                                                                                                                                       que
 transferencia                        fuora          de        los     dias               horario                   antes            seæalado                  Østa           se    aplicar                      hasta        el        Dia        HÆbil         siguiente

 Los rendimientos                                quo            genere             el     dinero                 registrado                     en     Inversion                   Integral                  Banamex                     serOn                brutos               se       calcularn                    sobre               el        saldo         diario

 que         el       Cliente              mantenga                    dopositado                          en        dicho             Producto                      dividiendo                      Ia      tasa            de         interØs               anual          detorminada                       por            Banamex                    entre            360
 trescientos                     sesenta Los                           cOlculos                 se         efectuarÆn                      cerrÆndose                              centØsimas

 La    tasa           do        interØs          anual           aplicable                           Ia    GAT de                    InversiOn                 Integral             se seæalan                          en        Ia    Cartula                     Banamex                 se     reserva               el    derecho                   do        revisar

      ajustar              diariamente                    Ia    citada             tasa         de         interØs

                                                                                                                                                                            SECCIN                     II




                                                                                                                                               INVERSION                      PERFILES                       BANAMEX

 CLAUSULA                        Vll.3.-         DESCRIPCIN                                Inversion                       Perfiles                 Banamex                   es      un        depOsito                     de        dinero                  Ia     vista        en       Pesos quo genera                                      rendimientos
 diarios

 El    Cliente              en       cualquier                  momento                    podrO                 instruir                  Banamex                       por     escrito                  mediante                      Ia    utilizaciOn                  de      Banca           Electrnica                                     travØs            de     los

 medios               que        Banamex                   determine                      para             tales          efectos                   para         quo        este       Oltimo                    transfiera                  do      Ia     cuenta            eje          los    recursos                que           el        Cliente           dosee
 depositar                 en     este          Producto                         viceversa

 El    Cliente              reconoce                       acepta                que       Ia        transferencia                                  que     se           refiere       el       parrafo                     anterior               Onicamente                     so podrÆ               efectuar                  en        Dias            HÆbiles

 dentro               de        un        horarlo               de         las       900                   las           1500             horas                hora           del      centro                    de         Mexico                  en         caso          de        quo         el    Cliente               instruya                      Ia     citada

 transferencia                       fuera           do     los       dias                horario                antes seæalado                                Østa         se     aplicarÆ                      haste        el        Die        HÆbil         siguiente
 Los rendimiontos                               que            genere             el      dinero                 registrado                     en    InversiOn                    Perfiles                  Banamex                     serÆn              brutos                 se       calcularÆn                   sobre               01        saldo         diaric

 quo        01     Cllente                mantenga                    depositado                           en        dicho            Producto                       dividiendo                      Ia      tasa            de         interØs               anual          determinada                       por            Banamex                    entre            360
 trescientos                     sosenta Los                           cÆlculos                 se efectuarOn                              cerrÆndose                              centØsimas

 La    tasa           do        interØs         anual            aplicable                       Ia        GAT do                InversiOn                     Integral             se seæalan                          en    Ia        CarÆtula                    Banamex                 se     reserva               el    derecho                   do        revisar

      ajustar          diariamonto                        Ia    citada            tasa          de         interØs

                                                                                                                                                                            SECCION                   Ill




                                                                                                                                       INVERSION                          INTELIGENTE                                 BANAMEX

 CLAUSULA                        Vll.4.-         DESCRIPCION                                   InversiOn                  Inteligente                 Banamex                    es        un     Depsito                              Plazo         cuyo            rendimiento                  se     determine                      en        funciOn           do     las

 variaciones                    que       se    observen                   en     los
                                                                                           precios                  de     un        subyacente                      los      cuales            pueden                  ser                  indices           de      precios              sobre        accionos                             coticen               en una
                                                                                                                                                                                                                                                                                                                                   que
 boise           de    valores                       Pesos                 Divisas                   UDIS                Hi          indices          do         precios            referidos                          Is     inflacion                        bien         Hi        tasas        de        interØs           nominales                       reales

 sobretasas                     en    las      cuales           quedan                  comprendidos                           cualquier               titulo            de   deuda
 En    todo           caso            el    Cliente             reconoce                        acepta                   que         este           instrumento                  de        inversiOn                    podrO            no                            rendimientos                            estos           ser           inferiores                    los
                                                                                                                                                                                                                                                   generar
 existentes                en        el    mercado                    pero         en      ningn                    caso             al    vencimionto                        de      Ia    OperaciOn                         se         podrO            liquidar            un       importe               nominal               inferior             al     principal

 invertido


CLAUSULA                         VII.5.-         CONCEPTOS                                APLICABLES                                       los        DepOsitos                        Plazo                descritos                   en     Ia        prosente             Seccin               les        serÆn           aplicables                     todas         las


estipulaciones                       contenidas                  en        el    presente                  Contrato                  relatives                   Depsito                        Plazo                 asi    como             lo    dispuesto               en        el    documento                denominado                           TØrminos
      condiciones                     generales                       el        cual       se        adjuntare                            oste         instrumento                     inicamente                            en         caso             de      que        el      Cliente             desee            celebrar                  este           tipo       de
Operaciones

                                                                                                                                                               CAPITULO                     OCTAVO
                                                                                                                                                DE LA BANCA ELECTRONICA

CLAUSULA                        VIlt.1.-         DE LOS MEDIOS                                   ELECTRONICOS                                         Ambas                 partes         manifiestan                        expresamente                            su    voluntad               de    pactar           Oparaciones                               travØs

de     Instrucciones                       quo       el   Clionte               elija     de         las        opciones                  habilitadas                utilizando                 su     Firma                ElectrOnica

Las         Operaciones                     pactadas                        travOs             de          los       Medios                ElectrOnicos                       podrOn            estar                 asociadas                          contratos               relacionados                      con        operaciones                         activas

pasivas                de        servicios                celebrados                    entre             el     Cliente                   Banamex                    supuesto                  en          el    cual            los        tØrminos                  condiciones                  de        dichos           contratos                     quedarOn
intactos               seguirÆn                surtiendo                   sus       efectos               con           los     alcances                 en        ellos        convenidos                           siendo            que         el    presente                Capitulo              regularO              Onicamente                       Ia    forma

en     Ia   cue        las       partes          convendrØn                       las      referidas                  Operaciones

Asimismo                   eI    Cliente             podrÆ           dar        de      alta     su            niimero               de    PIN mediante                          AudiomOtico                           siendo                Østa        de      un    solo        uso           toda        vez     que           una            vez    dentro            del

Medio            ElectrOnico                   so    le    pedirO                    Cliente               quo       digite           otro          nOmero

Banamex                manifiesta                    que         en        cualquier                 momento                         posterior              al      de      Ia     formalizacin                             de         este        Contrato                 el     Cliente             tiene        derecho                        solicitarle               Ia

activaciOn                 de     aquellos                Servicios                que          no         hubiere               habilitado                 inicialmente                              modificar                    las       condiciones                    de        los        previamente                   pactados                       debiendo
manifostar                 su    consentimiento                            expreso              medante                        los    medios que                      senale           Banamex                         pare        tel       fin asi           como          Ia    instalacin                 del        Software                  en     su        Equipo
de     Cmputo                    para           Ia    recepciOn                      do        los         Servicios                  que           asi     lo        requieran                  en              el    entendido                    quo          dicha            solicitud             se     deberO               realizar                 mediante
identficaciOn                    plena                     satisfacciOn                    de         Banamex                             do     conformidad                       con          los         tØrminos                         condiciones                    establecidos                 en        este        documento                              de     Ia


legislaciOn

El    Cliente          reconoce                 quo        Ia    Banca               Electronics                     estO            conformada                     por       diversos                Medios do ComunicaciOn                                             que cada uno do ellos                                          estÆ            programado
pare        prestar              determinados                         Servicios                            Ia       totaidad                   de     los        mismos                por            lo
                                                                                                                                                                                                                 que         reconoce                    quo         solamente  podrO recibir                                       los           Servicios               que
correspondan                     al       Medio           do     Comunicacin                               do que              se     trate

La    Banca            Electronics                   estO        programada                          pare           que        el     Cliente             pueda             dar       Instruccionos                          sujeto                 los       Horarios             de       Serviclo           publicados                         en    los       mismos
medios            limitaciones                        especificaciones                               que correspondan                                 en cada                 caso          El        Cliente                se        oblige              seguir           las     Instrucciones                   que            le
                                                                                                                                                                                                                                                                                                                                         indique              el    Medio
de     ComunicaciOn                            para        poder                toner          acceso                      los        Servicios                  que          correspondan                              El        Cliente                cuando             eel        lo    requiera               podrÆ                 bajo           su       estricta


responsabilidad                           cancelar              Instrucciones                         previamente                              realizadas                   siempre              que              se        operen             en         el     mismo              dia       en        que        las        Instrucciones                         fueron

efectuadas                      En        todos           los     casos   so                    requerira                      de         Ia    confirmaciOn                               aceptaciOn                        por         parte            de        Banamex                  respecto               de        Ia        lnstruccin                   de      Ia

cancelaciOn                       fin      de que               sea vlida                        misma                    El    Cliente              manifiesta                       estÆ        de acuerdo                            en    que          las       Instrucciones                  canceladas                      no        aparecerOn                   en
sus    estados                  de cuenta

El    Cliente          estO           de       acuordo                que         Ia      moneda                    ye sean                    Pesos                 DOlares                de        las             Cuentas                      las
                                                                                                                                                                                                                                                           que         se     hagan              cargos            doberÆn                   coincidir              con      Ia

moneda do                  las       Cuentas                    las        quo       se    hagan                 abonos                   salvo       que           el    Cliente           opte            por        Ilevar                cabo         una         operaciOn                  de compraventa                          de        divisas            en     el


entendido              que           el     Cliente             acepta             quo         el     tipo           de        cambio                aplicable                     dicha          operaciOn                       sea         el     tipo        de        cambio            que        determina                   discrecionalmente

Bananiex               mismo                quo      le    serO            notificado                      travØs              de      los      Medios               de Comunicacin                                     al    momento en que                                Ia     lnstruccin                 respective                  sea procesada
                                es        responsab                    frenteChente                                   de        los                                                                         so         efectenaotras                                cuentas            ya sean                cuentasenBanarnexoen
                                                                                                                                          traspasosoabonos_quo




                                                                                                                                                                                                                                                                                                                                                                                  01643
     otros       bencos               por        lo       que       respecta                  al    tipo            de       cuenta             ni            Ia    relacin               causal              que            exista                pudiere             existir        ontre           eI    Clionte                los       titulares            de     dichas

     cuentas                as       que         se        hagan            traspasos                              abonos                con        cargos                  las       Cuentas                 Incorporadas                           considerando                      que            en    ningOn               caso        Banemex                asumirO

     obligaciOn                  responsabilidad                             alguna                 que            derive           de        operaciones                      que desconozca                                 el    Cliente            al    haber            entre         otras           causes comprometido                                    su     Firma
     ElectrOnica            por           no     seguir              las     recomendaciones                                       de     seguridad                   quo            se    publican                en        el    Portal           Banamex
     El    Cliente         Onicamente                          podrÆ             pactar             las            Operaciones                       que            los    Medios                 Electrnicos                      antes             seæalados                   le    pormitan                  manifestando                          expresamente
     saber        que      el    acuerdo de                         voluntades                      relacionado                          con        cada            OperaciOn pactada                                        travOs            de     los        mismos             se      tendr                       perfeccionado                                     todos
                                                                                                                                                                                                                                                                                                                por                                            pars
     los    efoctos         legales                       que        hays             luger             al    momento                    en     que           01    Medio             ElectrOnico                   utilizado                 le    proporcione                  el   NOmero                    do    AutorizaciOn

     Banamex               podrÆ               restringir                   limitar               los        Medios                ElectrOnicos                      antes            seOalados                     asi           como             determinar                 olros         adicionales                          travØs           de     los       cuales         el

     Cliente       podrO             efectuar                  Operaciones                          asimismo                              Cliente              deberO                                        Banamex                      as       direcciones                        do      Internet
                                                                                                                                    el                                               otorgar                                                                                                                         para         facilitarle           el     servicio        do
     Banca        Electrnica                         ad        como              el    nOmero                     telefnico               do        Ia    lines           de    TelØfono                   MOvil             pare       los        servicios            do Pago               Mvil               Banca                Mvil

     El    Cliente         reconoce                                 podrØ             contratar                     modificar                            canceler                                             do                   Servicios                           Banamox
                                                      quo                                                                                      yb                               cualquiera                              los                                 que                               ponga                   su         disposicin                  modianto             Ia

     Banca        Electrnica                         dobiendo                utilizar              el        Factor           do        AutenticaciOn                       corrospondiento


 CLAUSULA                        VIIL2.-              OPERACIONES                                            Do         conformidad                       con        lo     dispuesto                   en         Ia    Ley         do        Institucionos                   de        CrØdito                ambas              partes          convienen                  que
     Banamox              podrØ            suspender                             cancelar                    las        lnstrucciones                     do        las    operaciones                        yb         Servicios                  que      el    Cliente            protonda                  realizar                utilizer         mediante              los

 Modios             do      Comunicacin                                Banca                 Electronics                           BancaNet                        Banamex                  MOvil             Pago                MOvil           Blink          GssNet                  cualquier                   otro                Banamox
                                                                                                                                                                                                                                                                                                                                 que                                ponge
 disposiciÆn                del            Cliento                  siempre                       cuando                     Banamex                     cuente            con            elementos                     suficientes                  pare             presumir              quo                 Autonticacin                      del        Cliente             su
 Certificado                Digital                   Clave              Confidencial                               Clave               DinÆmica                     Firma                Electronics                        Clave             de                                           NOmoro                   do          ldentificacin
                                                                                                                                                                                                                                                      Accoso                  NIP                                                                                  Personal

 Password                  Token                 NetKey                  NOmero                   Confidencial                           FIEL             Firma           Electrnica                    Avanzada                        ha     sido         comprometida                         utilizados                 en     forms           indebida                 bion

 cuando             so      detecte                   algUn           error            en         Ia         nstruccin                    respectiva                      Pars             ol     acceso                      los        distintos               servicios             do        Ia        Banca            Electrnica                   Banamex                  le

 proporcionarÆ                       el        Cliente              distintos               medios                  de       autenticacin                          pare        ol     acceso                      Ostos             En caso                 de     no        contar         con        ellos           ol    Cliento              no    podrÆ            utilizar

 los        Servicios            que            se    describen                   en         el    prosonte                   Contrato                    considerando                          quo
            Banamex                   podrÆ               bloquear                    el     serviclo                    do        Banca                 Electrnica                       en      caso         de            que         ol        Clionte             introduzca                su         Firma            Electrnica                  en         diversas

            ocasiones                     situaciOn                 por          Ia    que          deberO                   acudir                  Ia       sucursal                Banamex                     pars            desbloquear                     el     sorvicio                     deberO            otorgar              otro       nOmero              pars
            restablecer                   el    sorvicio

            Cuando              Banamex                        hubiese                recibido                    recursos               mediante                    alguno               de      los        Modios                do        ComunicaciOn                             cuente               con        elementos                   suficientes               para
            prosumir             que            los       medios                 de        AutenticaciOn                            del        Cliente              han        sido            utilizados               en         forma            indobida                 podrO          rostringir                hasta            por    15        quince              Dies

            HObiles             Ia    disposicin                           de         tales             recursos                          fin       de         Ilevar                 cabo             las     investigaciones                                    las        consultas                               seen          necesarias                     con     otras
                                                                                                                                                                                                                                                                                                       que
            instituciones                  do         crØdito relacionadas                                         con        Ia    operaciOn                      de que            se        trate          Banamex                    podrÆ         prorrogar                 discrecionalmente                                ol    plazo          anies        referido

            hasta        por         10    diez                Dies         HÆbilos                mOs              siempro               quo            se        hays dado                   vista           Ia       autoridad                  compotonte                  sobre          probables                     hechos            ilicitos            cometidos

            en    virtud        do         Ia    lnstrucciOn                     respoctiva

            En     los      casos                en            que         por         motivo                     do      las       investigacionos                               referidas                  en         el        inciso           anterior              Banamex                      tenga           ovidencia                   do                             Ia
                                                                                                                                                                                                                                                                                                                                                         que           para
            formalizaciOn                      del                               Contrato                     so                               con        informacin                            documentaciOn                                                                                 medios                 de
                                                          presente                                                      proveyO                                                                                                           falsa              bien quo                 los                                   autenticacin                     del         Cliento

            para     Ia     emisin                    de        las        instrucciones                            de       quo          so        traten            fueron               utilizados               en            forms            indobida              podrO              bajo           su    responsabilidad                                                 Ia
                                                                                                                                                                                                                                                                                                                                                             cargar
            Cuenta          sea            Concentradora                               do         Abono                  de Cargo Global do                                     Proveedores                             de        terceros            Eje         Incorporada                          Propia               el    importe          respoctivo                 con
            el   propsito                 do que               se     abone                en      Ia        Cuonta                de     Ia    que           procodieron                       los    recursos                   correspondientes

            En caso             de        que         Banamex hubiese abonado                                                        por        error          dinero                 una             Cuenta             eI        Cliente           desde             este      momento                    faculta                Banamex                   pars        cargar
            el   importe             respectivo                        Ia    referida                   Cuenta                con        el    propsito                   do      corregir              el    error           cometido

            El
                 Cliente              reconoce                   expresamente                                 el    derocho                   quo        so        reserva                Banamex                        suspender                    una               mØs        funcionalidades                           del        Servicio             en     caso       do
            quo     las     Cuontas hayan                              sido            canceladas                            bloquoadas                             so     encuentron                        en     algOn            estatus              que          impida         reslizar              algOn           abono                                  asi    como
                                                                                                                                                                                                                                                                                                                                                  cargo
            cualquier            otra           cause           vinculada                    con             Ia    licitud         do     los        fondos                    relacionada                    con            Ia    identificsciOn                  del       Cliente

            Banamox                  pondrÆ                     disposicin                        del         Cliente               los        medios               altornos                para           recibir            Ia     prostaciOn                   do     los       Servicios                 quo        on        su     caso           requiera              Los

            tØrminos                 condiciones                       bajo            los        cuales                se        regirØn           los       medios              altornos                   serÆn           los        dados               conocer              aI    Cliente              en       las     sucursales                 do        Banamox
                 medianto             los        Medios do Comunicacin                                                       quo correspondan

            En caso             do        robo                 extravio               del         Dispositivo                      do     Accoso                      los       Medios                 ElectrOnicos                          el    Cliente             doberO            do      notificarlo                      Banamex                    debiØndoso
            comunicar                 al        Centro              do      AtenciOn                     TelefOnica                       pars            solicitar             Ia        cancelacin                               podrO             solicitarlo              on      linea                      medio             del       Administrador                     de
                                                                                                                                                                                                                                                                                                       por

           Seguridad

            El   Cliente             deberØ do                       acudir                             sucursal                   Banamex                    pars         quo            posteriormento                                  Ia       notificacin                 indicada                on              prosonto                clÆusula             Ilene        el

           formato          correspondionto                                 para           que se                  le    haga           entrega               del     nuovo               dispositivo                   de        seguridad                 aqui        referido


CLAUSULA                    VlIl.3.-                 FIRMA ELECTRONICA                                                       Las         Panes                otorgan                su consentimionto                                       en que          Ia        Firma          ElectrOnica                     sustituirÆ                  para         todos          los

efectos            legales                      quo            haya         lugar                       Ia        firma           autgrafa                     del        Cliente                     do      su representante                                   legal        con        plonas                 facultades                   produciendo                      los

niismos              efoctos    que                        las        leyes                otorgan                           Ia    firma            autografa                             de     su          representante                           legal         con         plenas                 facultades                       incluyendo                   el    valor

probatorlo                 de Østa

El        Cliente          manifiesta                                  conoce                     el         alcance                            en                                              Contrato                 Se                                                   Firma Electrnica
                                                           que                                                                      que                   el        presente                                                       le     atribuye                      Ia
                                                                                                                                                                                                                                                                                                                                   por       10    quo            su uso
digitacion                 en         los        Medios                    Electrnicos                                  es        bajo         su        estricta               responsabilidad                                     asi           como            el    hecho               do        quo        su         uso          sea       realizado                por
represontantos                             legales               del        Cliente                 quo             cuenten                    con        plenas               facultades                      pars convenir                              los      Servicios                     El        Clionte               en                                 de      sus
                                                                                                                                                                                                                                                                                                                                        protecciOn

propios             intereses                        deberÆ                 mantener                         Ia         Firma            Electrnica                       como                  confidencial                              prevenir                      sus           representantes                                   quo        lo     reconozcan
dicho            carÆcter toda                            vez que                 el       uso           de         dicha            Firma ElectrOnica                                          pare todos                        los     efoctos                legales                 que           hays           lugar             en todo              caso         serÆ

atribuido            al     Cliento                   aUn              cuando                     medie                 caso         fortuito                      fuorza             mayor
Las         partes          convienen                          en      que            serÆn aplicables                                        en         su        momento                      los        tØrminos                     del        Cdigo               de      Comercio                          cualquier                   otra        disposicin

aplicable                 respecto                    de       Ia     identidad                          expresion                        do        consentimiento                                de         las    mismas por medios                                         electrnicos                            ptico                   do                             otra
                                                                                                                                                                                                                                                                                                                                                   cualquier
tocnologIa                 mediante                       el    uso do                 Ia     firma                electrnica                        avanzada                             fin     de         quo        los         Mensajos                     de     Datos            sean              comunicados                        entre          las        partes
do         manera          segura                en su              identificacin                                  autØnticos                            integros               on su contonido                                         no ropudiables                         respecto                    do        emisor                  receptor
El         Cliente         reconoce                        ser        01         tnico                       exclusivo                    responsable                                del        use          quo         so         haga             de      las Firmas                               Electrnicas                                            el
                                                                                                                                                                                                                                                                                                                                              para                 accoso
operacin                   manejo                     de        los        Servicios                              conviene                    on sacar                en       paz                    salvo                  Banamex                   de        cualquier                responsabilidad                                que       pudiere               Ilegar

     generarse                       su cargo                   por         el    uso indebido                                quo         le    diera                 las Firmas                              Electrnicas                                 El Cliente                se      oblige                   modificar                 peridicamente
Ia        Clavo      Confidencial                              con          Ia        finalidad                     do        mantener                        en      confidencialidad                                   las Firmas                               Electrnicas                                     seguir                 estrictamente                        las




                                                                                                                                                                                                                                                                                                                                                                                       01644
 El     Cliente            manifiesta                       conocer                 el         riesgo               existente                      en         el    uso          do         los        Medios              de        ComunicaciOn                                        el    alcance               legal            quo         Ia       legislacin

 aplicable              atribuye                   las         Firmas Electrnicas                                              por           lo
                                                                                                                                                   quo su uso en                                cualquiera                de      los       Medios                 de        Comunicacin                             yb        Ia     Banca                Electrnica

 es     bajo        su      estricta              responsabilidad                                       independientemente                                           de         Ia    persona                 que         las     use por                    10     que           Banamex                    no      serÆ           responsable                        de        los

 daæos                perjuicios                   que            el    uso          indebido                       do         las       Firmas                    Electrnicas                         le     pudiere causar                            al        Cliente                aCm         cuando                exista             caso              fortuito

 fuerza            mayor               La        responsabilidad                                    del        Cliente                   cesarÆ por defunciOn                                                 robo          extravio                         hechos                    ilicitos                partir            de        que             Østos sean
 notificados                      Banamex
 Es         responsabihdad                             del        Cliento                habilitar                      Ia     Firma               Electrnica                         por         cualquiera                     do        los        Medios                 de          Comunicacin                             que          asi          lo    requiera

 inmediatamente                            despuØs                     do     que             Ia    reciba                     siguiendo                      el     procedimiento                                que      Banamex                     hubiera                instruido                  al    Cliente                para        tales              efectos
 El Cliente                reconoce                quo            al    momento                         de     recibir                  por primora vez                                Is       dave              Confidenciat                    so encontrarÆ                               salvo          indicacin                  expresa vencida
       inactiva                    no        podrÆ               ser         utilizada                    para               recibir              los        Servicios                     salvo             para         tenor            acceso                 inicial                     algCn           Medlo              de     Comunicacin
 modificar                   su vez               Ia    Clave               Confidencial                                Una         vez modificada                                   Ia     Clave            Confidencial                            por ende                     Ia     Firma ElectrOnica                                  el    Cliente                  podrÆ
 recibir          los      Servicios                        travØs            de         Ia    Banca                Electrnica

 En     caso        do que              con            anterioridad                                Ia     fecha              de      ejecucin                       del         presente                    el     Cliente            ya         hubiora                tenido              acceso                 alguno              de         los       Medios                de
 ComunicaciOn                          con        base            en algn                      otro          contrato                   celebrado                    entre             el       Cliente              Banamex  caso en el quo Banamex no entregara                                                                                               al    Cliente

 una        Firma          ElectrOnica                       adicional                   por            lo
                                                                                                              quo            el    Cliente                  continuarÆ                      utilizando               las Firmas ElectrOnicas quo le hubieran sido                                                                                               dadas             de
 Alta        en    los      Medios               de      Comunicacin

 CLAUSULA                        VIII.4.-          EQUIPO                            PROGRAMAS                                      DE COMPUTO                                       El         Cliente            expresamente                         conviene                       en      obligarse                de       conformidad                          con        las


 disposiciones                    de       esta         ClÆusula                    respecto                   al        Equipo                   de        Cmputo                          allos             Programas       de                        Cmputo                    que           sean           instalados                   en        el        Equipo            de

 COmputo              del Cliente                       su        uso         como                 parte       de            los    Medios de Comunicacin                                                    P01    lo    que
            El
                 Equipo           de       Cmputo     ser utilizado pars                                                            instalacin                      del              los    Programas                     de Cmputo                      serÆ             suministrado                        exclusivamente                          por        el    Cliente

                 deberÆ          reunir      el minimo  de caracteristicas                                                          que            Banamex                            el        tercero            autorizado                01 Banamex                                determine                  como           necesarias                      para            que
        dichos           Programas                     de Cmputo                          funcionen                      adecuadamente

                 Cliente          serÆ responsable                                 de         todos                                           necesarios                                    dar        mantenimiento                                                                     mismo                            de que             estØ
            El                                                                                                los        gastos                                              para                                                                    reparacin                    al                           fin                                         siempre                en

        buenas             condiciones                       pars        su        uso

        El       Cliente         reconoce                    que        Banamex                     es        el    nico                 exclusivo                       titular           de    los        derechos             do        autor        sobre             los          Programas                   de      Computo                          en        su    caso
        quo        Banamex                  cuenta                con        los     derechos                       para           el        uso        explotacin                               licenciamiento                      de      dichos               Programas                     de       Cmputo                       Todos            los       derechos
        de        patentes              propiedad                      intelectual                      derechos                    de        autor               marcas                    secretos                industriales                  relacionados                         con       los      Servicios                     los       Programas                       de
        Cmputo                   relacionados                          con         los        Medios                de         Comunicacin                           son              propiedad                    nica              exclusiva                     de        Banamex                          tiene        derecho                 al       uso do               los


        mismos                par       Ia       que         el        Cliente            no            podrÆ            por         ningn                  motivo                    de         ninguna             forms            copiar             modificar                       suprimir                    alterar           los        Programas                       de

        Cmputo                   indicados

        El       Cliente         serØ        el        Unico           responsable                           del        mal         uso           que         pudiera                darse                  los     Programas                     de Cmputo                            que      estØn           instalados                  en        su        Equipo            de

        COmputo
        Banamex                  otorga           al     Cliente              una         licencia                 limitada                   intransferible                              sin     exclusividad                   para            que     utilice             el          los     Programas                     de      Cmputo                    que         Øste

        requiera             para          tener             acceso                      los        Servicios                      sujeto                   que                  el        Cliente            utilice       el             los       Programa                     de        Cmputo                 en      los        tØrminos                       bajo        las


        condiciones                    del       presente                Contrato                            ii     los        Programas                      de Cmputo                           sean            utilizados            exclusivamente                             pars         los       fines         aqui          establecidos                          en     el

        curso         ordinario              de        los       negocios                 del        Clients

        El       Cliente          se       obliga                  tratar           do         manera                   confidencial                         el           los        Programas                      de     Cmputo                             no          divulgar                       ninguna             persona                  el        contenido
        formato                  caracteristicas                        do         los        mismos                    El     Cliente                 so     obliga                  indemnizar                         Banamex de                      los        daæos                     perjuicios             que         le
                                                                                                                                                                                                                                                                                                                                       IlegarØ                   causar            el


        incumplimiento                       do        Ia    obligacion                   do        confidencialidad                                   pactada             en        este         inciso

        Banamex                  no     serØ           responsable                        par           los        daæos                      perjuicios                  causados                     al    Clients                       cualquier                persons                   por      las     fallas          do       los       Programas                       de
        COmputo                    de       Ia    Banca                ElectrOnica                      en         el    Equipo               do        Cmputo                       cuando             dichas            fallas           no     sean            imputables                   directamente                           Banamex

CLAUSIJLA                    VIlI.5-              SERV1CIOS                                        TRAVES                      DEL                PORTAL                   BANAMEX                                BANCANET                           BANCA                   MOVIL                AUDIOMATICO                                          OPERADOR
TELEFONICO                              travØs               de    los       Medios de Comunicacin                                                            cualquier                    otro disponible                      en    Ia        fecha         de        celebracin                     de      este        Contrato                     en       eI    futuro
el    Cliente       padre             recibir          los        Servicios                   habilitados                     en        el    Medio            quo         corresponda

El     Clients          podrØ           obtener                  algunos do                             los        Servicios                      autenticØndose                                  dando             las         Instrucciones                      que            en        cads         caso           sean           necesarias                     para         Ia

obtencin              de         dichos           Servicios                   en         el        entendido                       de        que        los        mismos                  estÆn            sujetos               las        limitaciones                         condiciones                      horarios                 montos                     demÆs
reglas           aplicables                quo         se      detallan                  en         cads            Medio                do        Comunicacin                             que se refiere                               esta           ClÆusula El                          Clients           so        obliga                   cumplir              con        los


procesos                   reglas          que         Banamex establezca  travØs                                                             de        los        Medios              de Comunicacin                                para         poder             recibir            los     Servicios                  Una          Sesin           inactiva                  par
el    tiempo        que          determine              Banamex serÆ suspendida
Banamex             padre             en     toda            mamento                 adicionar                     nuevos                    Servicios              para             ser        prestados                  travØs               de    cualesquier                      Medios de Comunicacin                                                    el     Cliente

que         doses          utilizar         dichos               nuevos              Servicios                     estarØ               sujeto                     las     limitaciones                           condiciones                    horarios                montas                     demÆs               reglas          aplicables                     que        se

detallen           en       cada            Medio              de        Comunicacin                                    quo         corresponda                            Asimisma                         Banamex                  podrÆ             en         tado            momenta                 adicionar                   nuevos                Medios                de
Comunicacin                      pars        que         los       Clientes                   puedan                recibir             las        Servicios

Banamex               podrÆ            ofrecer              de     conformidad                            con           Ia     IegislaciOn                    vigente                Ia     presentacin                     de        los        estados                de     cuenta                    resimenes                    de      movimientos                         de
los    distintos            Productos                        Servicios                   ye         sea que                   Østos           sean            enviados                     electrnicamente                            al    Cliente                     quo       residan              en      los        sistemas                de       Banamex
fin    do quo         el    propia           Cliente              acceda                       elba           pars            su    consults

El    Clients         padre            utilizer             coma            cantingencia                                 los        Medios                  de      Comunicacin                              Lines         Banamex                    Digitem                     TEF           asi       coma             recibir
                                                                                                                                                                                                                                                                                                                                             algunos                   do        los

Servicios           en      las     sucursales                     de       Banamex en                             las       que         el       Cliente           tenga             establecidas                      Cuentas de                     las        cuales           Øl    sea        el    titular


Las     partes          convienen                  en que                dentro                del        Media               de        Comunicacin                             se         ofrece            en     cumplimienta                       de         las    disposiciones                        Iegales               procedimientos                          para
establecer              limites              los       montos                individuales                               agregados                       diarios            que             en    caso             de no     ser       definidas                   por     el      Cliente            serÆn           sugeridos                   par       Banamex
En     el    eventa          de que              se     afrezcan                   servicios                  de        entidades                      relacionadas                         con        Banamex                       de     terceros                mediante                   enlaces             electrnicos                         Banamex en
cumplimiento                  do       disposiciones                          legales                   cerrarØ               Ia    Sesin                   establecida                     una         vez que                 ingrese                 aquella                   otra
                                                                                                                                                                                                                                                                                              cuya        seguridad                    no        depende                    ni    es

responsabilidad                     de       Banamex
      travØs       de       Ia    Lines           Banamex                     Digitem el Cliente padre entre otros                                                                                     consultar                saldas mavimientos                                            estados              de      cuenta                de     las          Cuentas

Incorparadas                     ii realizar                 traspasos            do fondos de una Cuenta Incorporada                                                                                         otra       Cuenta              lncorparada                                    una Cuenta                    de     terceros                  iii        expedir
rdenes             de pago              pars           ser        cubiertas                   en        efectivo               en       otras           plazas en                      sucursabes                   de     Banamex                      iv         realizar              depsitos                  par       concopto                  de       servicios

impuestos             federales                  con         fondos            de Cuentas                           Incorparadas                                     enviar                     recibir           correos            electrOnicos                         Banamex                              otros         Clientes                 de        Banamex
vi     realizar          pagos             interbancarios                           baja            las
                                                                                                              reglasy                   condiciones                       que         tongs            pactados                 Banamex con                             atros          bancos             vii        dar         de     Alta          Cuentas                baja

                                                                                                                                              cualesquiera                           Cuentas                 Incorparadas                            Cuentas de                    terceros                  Ox      dar       de AftayBajaFirmas




                                                                                                                                                                                                                                                                                                                                                                                        01645
 ElectrÆnicas                           administrar                  sus           facultades                           carnbio                de      Clove            Confidencial                           xi          consults              do        ostado             do        choquos                 librados               oporaciones                    pars

 protoccin                   do     choquos                   on     caso               do     robos                  oxtravios                  xii        solicitud              do         talonarios                       do        chequoras                de        las      Cuontas                   lncorporadas                       do      as     que        el


 Clionto            es        titular                     xiii           los        domÆs                  Sorvicios                 quo             en     su       momonto                         puedan                    efectuarso                      mediante                  Ia        digitacin                   do      las        Instrucciones

correspondientes                              on     el       Programs                   do COmputo                     denominado                         Linea          Banamox Digitem
 El    Cliento           reconoco                         estÆ       do        acuordo                en que              Banamex                     podr               libromente                           sin         Iirnitacin             alguna                realizer               todas        las        modificaciones                          tØcnicas

fisicas            mecÆnicas                             do    cualquier                      otra naturaleza                        quo            sean         necesarias                     para            mejorar                   actualizar                    suprimir                algunas                   de     las     funciones               de        los

 Medios            ElectrOnicos                          inclusivo                 Is        eliminacin                 de     algunas                    Operaciones                               Ia    oliminacin                       total           do     algunos                do        los     Medios                Eloctrnicos                     sogUn
 Banamox                10    considere                   necesario

Asimismo                     el    Cliente               reconoce                   quo         Banamex                   podrÆ            ojocutar                las
                                                                                                                                                                           Operaciones                               en        lines              hacer           los
                                                                                                                                                                                                                                                                             cargos                   abonos                   correspondiontes                            con

posterioridad                      al   momento                  on quo                  el   Clionto            envie         las        Instrucciones                         travØs               de        los        Medios            Eloctrnicos

 Banamox                 no       serÆ responsable                                 frente        al      Cliente          do     cualesquiera                        daæos                     perjuicios                    quo          se    le    pudieren                ocasionar                         este        Ultimo           en     virtud          do     las


modificaciones                          quo         Banamex                   efecte             en        los     Medios             Electrnicos

El     Clionte               reconoco                    expresamento                            quo         Banamox                      no         serÆ        responsablo                             de         los        danos                  perjuicios                  quo          Ilegaren                        causÆrsele                 per       Ia      no

disponibilidad                      do        los        Medios               Electrnicos                        No       obstanto                   ello       Banamex                       podrÆ poner                                disposiciOn                  del         Cliente            en        sus         sucursales                   los     medios
alternos                                             Operaciones
                    pars           pactar

Banamex                 no        responde                 por       las       fallas          en     los        Medios          Electrnicos                         cuando                   Østos           sean             motivados                  por     case            fortuito                causas de                  fuerza             mayor

CLAUSULA                          VllL6 SERVICIOS                                       DE BANCA                       MOVIL                    PAGO MOVL                                El     Cliente                   que       tongs            contratado                         activado               serviclo             do      Banamex                 Mvil

podr          acceder                   mediante               su     TelØfono                   Mvil               los       Servicios                   que      Banamex                     proporcione                          per     esta          via pudiendo                         realizar              entre          otras         las    siguientes

operaciones                       de     consulta               do       saldos                  movimiontos                         transferencias                           pagos                      cuentas                  page          de        servicios                 compra                de        tiempo           aire

Todas         las        operaciones                          previamonte                      descritas                      aquellas               que        en       un     futuro                   so     adhieran                   al   presente                servicio                pars           el    conocimiento                       del     cliente

serØn         notificadas                    via     mensaje                  de        texto        SMS

CLAUSULA                      VIJl.7.-      SERVJCOS                                          TRAVES               DE TEF                       travØs            del serviclo                      de        TEF           el    Cliente            podrØ             entre         otros                    realizar           depositos                 modianlo

Instrucciones                           Banamex pars                      que cargue en Ia Cuenta do Cargo Global   del Cliente el monto Global                                                                                                                               en        alguna            de        las     Cuentas               Incorporadas
come         Propias                    deposite                     cualquier Cuenta cuyo titular sea un tercero ii realizar cobros mediante                                                                                                                          Instrucciones                             Banamex                 pars           que     cargue

ciertas        sumas                         las     Cuentas                  lncorporadas                        cuyos         titulares                  sean         terceros                cuyas                    Cuentas                hayan            side        incorporadas                           mediante             autorizacin                       por

escrito        del           tercero                           page            de            contraprestaciones                                laborales                 sociales                         mercantiles                      de        cualquier                naturaleza                       sujeto                  las    condiciones

tØrminos            que            en        su     memento                    determine                         informe             Banamex                         iv         los           demØs                 Servicios               que           en     su     memento                      puedan                efectuarse                  mediente             Ia




digitacion              de        las    lnstrucciones                         correspondientes                                trevØs                del Serviclo                  de     TEF
Cuando             el    Servicio                  implique              Ia    aplicacion                  de      un     archivo               de        pages  el             Cliente              se        oblige                    proveer           fondos             suficientes                                 Cuenta de               Cargo          Global

per     el    monto                 Global               con        anticipacin                              Ia    fecha             en         que         Banamex                      deba             realizer                  Ia    aplicacion                  de      los
                                                                                                                                                                                                                                                                                         cargos                  conforme                     los        convenios

establecidos                      con        los     demØs            bancos                  para         pagOs          interbancarios                             sujetos                    Ia       regulacion                  jurldica              vigente


CLAUSULA                          VIIL8.-            SERVICIO                       DE          DOMICILIACIN                                     El        Cliente                            tenga             contratado                      un        Medio             de      Comunicacin                                podrÆ         realizer
                                                                                                                                                                              que                                                                                                                                                                               cargos
automÆticos                        las        cuentas               do     sus           propios            Clientes            para            el
                                                                                                                                                      pago         do     un        bien                 servicio                 do      conformidad                       con      las       siguientes                  disposiciones

El    Cliente           deberÆ                firmer                entregar                  de acuerdo                       sus         necesidades                        el    documento                             autorizado                 que         contendrÆ                    al     menos                 las
                                                                                                                                                                                                                                                                                                                                    especificeciones                       de

periodicidad                  de        Cargos                Programados                            los      montos             minimos                    mØximos                           sin        limite            de       dichos           cargos                 sal     como             Is    Cuenta                de      Abono            en     Ia
                                                                                                                                                                                                                                                                                                                                                                         que
Banamex                 acreditarØ                  los       Cargos Programados

Para   quo          los           terceros               autoricen                      Banamex                     realizer              Cargos              Programados                            deberØn en                          sucursal               firmar              entregar               el       formato            de    autorizaciOn

travØs  de              Ia    Banca                EloctrOnica                 el        Cliente           podrÆ          efectuar                   sus    Cargos                 Programados                                    travØs         de        algn             Medio             de     ComunicaciÆn                            Esta        alternativa

solo        podrO            ser        utilizada              por         aquØllos                 terceros              quo        tengan                contratado                     el    Servicio                    de       Banca                ElectrOnics                   El      NOmero                    de     Autorizacin                    que         se

asigne              dicha           operacin                   sore           utilizado                           cualquier                aclaraciOn                   posterior
                                                                                                      pars

Banamex                 entregarO                   al    Cliente              un        archive            electrOnice                   en         los    Dias         HÆbiles                que            contendrO                             el    listado           do      los       terceros               que        hayan            autorizade                el


alta        baja             modificacin                      do     Cargos                   Programados                       ii un               archive          con           los
                                                                                                                                                                                              cargos            que            se        pudieron                 no        realizar                 iii       un     archivo            que           contieno            los


reversos                El    Cliente               libera               Banamex                    de      cualquier                incenformidad                        quo            so     presente                     por         porte       del        Torcero             con         Ia   limitacin                   de      monies            mØximos

estipulados

El    Cliente            reconoce                   que        los         terceros              quo             hayan         autorizado                          Banamex                      Ia        realizacin                      de     cargos               automÆticos                     programados                            podrOn            revocar

dichas        Instrucciones                         cuando               sal        lo       deseon          sin        ningCn            costo            siguiendo                las        disposiciones                             legales           aplicables

El    Clionto            libera                    Banamex                 do       los        daæos                  perjuicios                       no     se        harÆ         responsable                             al     no      poder              realizer            el    cobro             do        los       Cargos             Programados
cuando         las           Cuentas                 de       los    terceros                  tengan              fondos             insuficientes                       hayan                sido           canceladas                              por        cualquier                 causa           quo            imposibilite                     Banamex
realizer       los
                             cargos

El    Cliente           autoriza                    Banamex                         cargarle             en       su     Cuenta                el    monto           acumuledo                           de     los        reversos              dontro           del        plazo            legal                 los
                                                                                                                                                                                                                                                                                                                            cargos           no        reconocidos

de    los     cuales               no        se     entrogue                  Ia    carta           autorizaciOn                 del           tercero           en       los       siguientes                       10        diez             dies             su    solicitud                   teniendo                Ia    pesibilidad               de         al   no

encontrer               fondos               en     Ia    Cuenta               utilizer          de        manera              discrecional                              su        elecciOn                   los     sistemas                  de        bsqueda do                       fondos              de     cualquier               Cuenta que                    se

encuentre                               el    nornbre               del        Cliente                            dicho         cobro                 El    no                                 del        derecho                   antes            mencionado                         no     limits           su                                       elimina            su
                         baja                                                                       para                                                             ejerciclo                                                                                                                                            aplicacin

ejecucin

Toda        eclaraciOn                   deberª               efectuarse                      por     escrito            entre            el    Cliente                  Banamex                         dentro             del          plazo       legal            Si     el     Cliente              no      responde                     Ia        solicitud          de
aclaraciOn                   Banamex                 cargarO                   Ia       Cuenta             do Abono                  el    importe               sujeto                  Ia    aclaraciOn

No     obstante                    Ia    anterior              el    Cliente                  podrO         cancelar             en        cualquier               memento                     el        servicio              antes            descrito              sin     perjuicio                    caste           alguno

CLAUSULA                      Vlll.9.-             SERVICIOS                        BMICARIOS                             FINANCIEROS                                    INPORMATIVOS                                          OPERADOS                               TRAVES                   GE YERCEROS                                  Banamex                 podrO

prosier       alguno                     algunos               do        los        Servicios                     travØs             de        terceros            autorizedos                            en        ol     entendido                  que        en         determinedas                         operaciones                      so      realizarÆn

utilizando              los        niveles           de        seguridad                      necesarios                  para        Ia        transmisiOn                   do         Mensajes                         do      Gatos              sujeto           entre          otras                 las       siguientes               condiciones

tØrminos

       El    Cliente               queda             en       libertad              de        determinar                 si    desea                recibir        Servicios                        de        dar          Instrucciones                          Banamex                          trevØs            do        dichos         terceros                en    el

       entendido                   de que cuando                           asi          Ia    hega          el    Cliente            estÆ            de     acuerdo en                        que        Benamex                     transmita                  informaciOn                    sobre           canfirmaciones                           rechazas

       devoluciones                          del     Cliente             por        conducto                do     dichos             terceros

       Los     Servicios                      Financieros                      Oporados                          travØs         do         terceros                se     canforman                           de         Mensajes                do        Datos             quo         lnstruyen                         Banamox                 para         realizer


       cargos            en         Cuentas                   Incorporedas                       del        Cliente                  pare            su     abono                    otras               Cuentas                    tanto        del        Cliente               como de                  otras           torcoros               Cuentas                quo
                                                                                                                 oonotrasistItucionesnancieras



                                                                                                                                                                              igaje                                                        aem

                                                                                                                                                                                                                                                                                                                                                                                 01646
             El    Cliente               reconoce                 que        tratÆndose                     do     Instrucciones                       sobre               abonos                    Cuentas              quo             no     sean        de       Banamex                        dichas           Instrucciones                       se        realizarÆn

             conforme                          os        convenios                 establecidos                     con       dichas                 Instituciones                    para           pagos            interbancarios                            estarÆn               sujetas                         regulacion                   juridica               vigente

             P01        Jo               el    Cliente                so     obliga               revisal           Ia     aplicacin                   de        las        Instruccionos                             efecto          de       confirmar                                             lnstruccin                   ha     sjdo           rechazada
                              que                                                                                                                                                                                                                                         si     alguna                                                                                             01
         otras               instituciones                      financieras

             En     el       caso            do que                   prestacion                  de    los        Servicios               Financieros                          Operados                       travØs           de        terceros            se      Ileve               cabo            con     Certificados                                                 dicha
                                                                                                                                                                                                                                                                                                                                                    Digitales

         prestacin                           estÆ sujeta                     que                   Banamex                  active              01    Cortificado                     Digital                       Banamex                    tondrÆ         el     derecho                        no     activar           et    Certificado                      Digital

         cancelar                   el        mismo              en        cuslquier              momento                  en        caso            do que                los       datos           quo         el     Cliente            hays         proporcionado                               al    solicitarlo              no concuerden                              con
         informacin                            que         Banamex                  tonga              al
                                                                                                              respecto                   En      tal       caso             el       Cliente             podrÆ           acudir                   cualquiera                     do       las        sucursales                   Banamex                           efecto            do
         proporcionar                              los    datos             correctos                   solicitar             nuevamente                                   emisin               del         Certificado                   Digital           conforme                        los
                                                                                                                                                                                                                                                                                                         procodimientos                           ostablecidos                      por
         Banamex                                    Banamex                  notificarÆ                 al    Cliente              Is    cancelacin                        del        Certificado                     Digital         en         base                los        dabs            proporcionados                           en        el    mismo                        El

         Cliente                asume                cualquier                responsabilidad                            sobre             el    uso            do     su        Certificado                                                     tendrÆ                     libertad             de       determinar                                     el
                                                                                                                                                                                                               Digital          quien                                Ia                                                                 si    usa               Certificado
                                                                        Servicios               Financieros                                                      travØs              do        terceros
         Digital               para           rocibir           los                                                             Operados

         Los             Terceros                    quo         preston                por        Banamex                    servicios                    informativos                              do        comercio                   electrnico                      se        sujetarØn                     las         politicas                 de      soguridad
         transparencia                                   identificacin                    quo          determine                discrecionalmente                                     Banamex
 Cuando                       travØs           de         los     Medios             Electrnicos                      se      convengan                         los        Servicios         tales como cargos                                            cuentas                   propias                           titular          sea persona
                                                                                                                                                                                                                                                                                                          cuyo                                                             distinta

 al    Cliente                Øste            deberØ             entregar               en     cualquiera                  de        las        sucursales                      do       Banamex en las que el                                      Cliente                tenga           aperturadas                       cuentas               de         las                  Øste
                                                                                                                                                                                                                                                                                                                                                                         que
 sea         titular           Ia       autorizacin                        01       escrito                  firmada               por      el        tercero              que           es     titular          de      Ia     cuenta              que         se        doses            incorporar                   coma            cuenta                propia                  su

 representante                               que          cumpla             con         las
                                                                                                  disposiciones                          legales                quo             sean           aplicables                      los        requisitos                 quo            Banamex                    establezca                     La        omisin                 en     Ia

 realizacin                    de        los        actos            seæalados                    no        obligarØ                    Banamex                            prestar             los      Servicios               antes             precisados                        sin     quo           P01     ello        asuma                responsabilidad

 alguna             frente              al    Cliente

 Los     Servicios                      de     alta              baja        de      cuentas                 autorizadas                    podrÆn                   ser        convenidos                          travØs           de        sucursales                       BancaNet                        aquellos               Medios                 Electrnicos

 que         Banamex                    estipule                en      un    futuro              en    cumplimiento                                 las    indicaciones                              prevenciones                         que      se       nluestren                    en     el      cuadro de                 diÆlogo              quo          aparezca
 en     el    mdulo                 denominado                             Alta/Baja               de Cuentas                              BancaNet                        por       coda            alta      de       cuentas                autorizadas                       generarØ                  un    NØmero                 do        Autorizacin                         no
 obstante                no        se        realice            afectacin                      las      estados               contablos                    de        Banamex                    El      Cliente          podrÆ             optar          por        instruir             alta            baja    de         cuentas               autorizadas                      en
 las    sucursales                       en          as                    Øste                                                         cuentas                                                       de                           sea                                                                                  cual
                                                               quo                  tenga              aperturadas                                               incorporadas                                  las
                                                                                                                                                                                                                        que                      propietario                     supuesto                 en     el                    dichas            instrucciones

 surtirØn               sus        efectos               transcurridos                   ireinta             dias        de     Ia      fecha              en    quo            Banamex                   haya          recibido               en      sus      sucursales                       as       Instrucciones                      correspondientes
 Jo    anterior               sin perjuicio                     de quo             Banamex                   las    ejecute              en          cualquiertiempo                                comprendido                       dontro           de      dicho             plaza
 Cuando                       travØs               de      los        Medios              Electrnicos                      so        realicen                   aperaciones                         quo        tengan                          objeto           el                             terceros               do      bienes                     servicios
                                                                                                                                                                                                                                   por                                    pago                                                                                                      las

 relaciones                   del Cliente                        dichos            terceros                 se                                                                    convenios                                                celebrado                                  dichos
                                                                                                                   regirØn par                   los       propios                                             que hayan                                              para                                efectos             por       Jo
                                                                                                                                                                                                                                                                                                                                              quo            Banamox                no
 asumirØ                responsabilidad                              alguna          derivada                    de esas             relaciones                      juridicas                 ya sea            por      el
                                                                                                                                                                                                                                pago                par        Ia    insuficiencia                        en          prestaciªn                   de         los        bienes

 servicios                   por        lo    que         el    Cliente            se     obliga                   indemnizar                              sacar            en       paz                  salvo                Banamex do                       cualquier                   reclamacin                        quo        se        relacione                  con     Ia


 anterior

 Banamex                     solo        tendrO             obligacion                  do     prestar              los       Servicios                    relacionados                              transferencias                        do fondos                      en     el    evento              do                     en               cuentas
                                                                                                                                                                                                                                                                                                                  quo                   las                                propias
cuenten                 con        los        fondos             que         sean         suficientos                    para           dar          cumplimiento                               dichas            transferencias                         Par         Ia
                                                                                                                                                                                                                                                                            que        Banamex                    no       asumirÆ                 responsabilidad

alguna             derivado                   de     Ia     anterior


Asimismo                      el    Cliente                reconoce                 que        Banamex                     podrÆ            prestar                  los        Servicios                inmediatamente                                   con        pasterioridad                         al    momento                      en que                el     Cliente

envie             las        Instrucciones                       en            Banca                 Electrnica                          efecto                 de         Jo    anterior                Banamex                   informarØ                 mediante                     Ia     presentacin                           de     una         ventana                  que
contenga                        informacin                        rolativa                Ia      operaciOn                        habiendo                     sido        ejecutada                     se      incluirO            un       nOmero               de          autorizacin                       un         nOmero                do     rocepcin                    si


Ia     misma             so        ejecutarO                    posteriormente                          Adicionalmente                                     Ia    notificacin                        que        se       realice            en     el    media do                      comunicacin                          utilizada                se        natificarO              al

correo            electrnica                   seflalado                     01     el    Cliente


CLAUSULA                           VIlIlO.-                LA BITACORA                                       ESTADOS                       DE CUENTA                                 La        Banca             ElectrOnica                                         una            BitOcora              de
                                                                                                                                                                                                                                                 guarda                                                           las        operaciones                        realizadas
misma             quo          podrO               ser     consultada                        impresa                          el    Cliente                do conformidad                               con               Instrucciones                                   Medio            de        CamunicaciOn                            de
                                                                                                                    par                                                                                           las                                         del
                                                                                                                                                                                                                                                                                                                                                   que Se                trate        El

Cliente            es         respansable                       do      verificar
                                                                                             que        las        Instruccianes                       operadas                    hayan              quedado                 debidamente                       registradas                      en       Ia    BitÆcora

Dicha             BitØcora               contendrfl                   Ia     fecha             hora          hhmmss                         nØmero                   do         cuenta              origen               destino                    demÆs             informacin                          quo     permita                identificar                  el
                                                                                                                                                                                                                                                                                                                                                                              mayor
nØmero              do elementos                            involucrados                     en        los       accesos                   los        Medios do                      ComunicaciOn                               los       datos          de     las         cansultas                       oporaciones                       incluyendo                      on    su

caso          las        direcciones                      do      los       protacalos                 de        Internet                similares

El     Cliente               podrÆ            consultar                 Ia   informacin                      sobre                       Instrucciones                                        se hayan                                         en      relacin                  con                  Cuentas
                                                                                                                              las                                                quo                                  aperado                                                             las                            Incarporadas                          tanto           en     Ia

Banca              Electrnica                       coma en                  las     sucursales                           obtener               estados                    do      cuenta                    travØs            de     algunos                de           las       Medios               de      ComunicaciOn                            Asimisma                     el

Cliente            podrO                pragramar                     quo      Ie       sean           enviados                 ostados                    do    cuentas                        travØs              de    los         Medios              do        ComunicaciOn                               cuando             estos            Ia    permitan                   La

BitOcara                tendrØ               validez            legal        cuando               se    cumplan                 las        requerimientos                            de        Ia    Iegislacion                vigente

Banamex                      padre            ofrecer            de conformidad                              con      Ia
                                                                                                                              legislaciOn                   vigento                  Ia    presentacin                        de      las        estados                  de     cuenta                    resimenes                    de         movimiontos                      do
las    distintas               Productas                          Servicios                  ya      sea que              Ostas            sean            enviados                  electrnicamente                                 al    cliente              que             residan              en    las    sistemas                    de        Banamex                     fin

de     quo          el        prapio           Cliente                acceda                   ellos          pars         su        consulta                          partir             del       momenta                   en      que           estØn                  dispasiciOn                     del    Cliente                dichas               estados               do
Cuenta             correrAn                   los        plazos            establecidas                     par     Ley         pars            Ia    presentaciOn                            do     aclaracianes                         transcurrido                     el    cual           el    Cliente           manifiesta                      exprosamente
su     aceptacin                             las     operaciones                     ahi       contenidas

Los     estados                 de       cuenta                   los        quo     el      Cliente               tiene        acceso                     travØs               do        as    Medios do Comunicacin                                               no         so     consideran                                                                          efectos
                                                                                                                                                                                                                                                                                                                  comprobantes                            pars
fiscales                 tendrÆ                carOcter               nicamente                        informativo                      salvo          que           en         virtud          de      las      dispasiciones                         Iegales              aplicables                    Banamex                  establezca                       Ia     validez

contractual                    legal           yb        fiscal         de    dichos              estados             do cuenta

CLAUSULA                           Villil.-                CONCESIONES                                      Pars        efectos                 do         prevenir                una          cantroversia                    futura              las        partes               convienen                    en      atargarse                      las     siguientos

reciprocas                    concesiones

        El        usa de                Ia     Firma             ElectrOnics                   tendrO              pars       tados              los        efectos                  Iogales                   que        hays             lugar          las        mismos                 efectos                     implicacianes                         do         Ia    firma

        autOgrafa                   autOntica                    dentra            do     los        cuales           de        manera                 enunciativa                        mOs           no       limitativa           se seæalan                          Ia     do    representar                      el    acuerdo                   do     voluntades

        entre            el    Cliente                    Banamex                   sustentada                     en      facultades                      suficientes                    pars          abligarles              en         los      tØrminas                     candicianes                     do      las       canvenios                    relativas

        las       Operacianes

        El        Cliente               express                  manifiesta                        acepta                                       Operaciones                                    Instrucciones                                   realice             medianto                              usa do                    Firma
                                                                                                                      quo            las                                                                                        quo                                                            el                            Ia                        Electronics                    Ia

        identifican                     plenamente                          ante         Banamex                     par           Ia
                                                                                                                                           que             Ia        expresin                      de       su        cansentimiento                           otorgada                    por           estos          medios                    respecto                 de       las

        Operacianes                            sorOn             absalutamente                          vÆlidos                 no         pudiendo                    ser           desconocidos                          revocadas                        ropudiados                               rechazadas                        por        el    Cliente               tanto

        respectodedichaidentificacian                                                        coma de                 Ia    ejecumon                    de                  Operaciones                         que       Se     hubiosen                  reahzado




                                                                                                                                                                                                                                                                                                                                                                                           01647
                 as     Operaciones                       le        son        aplicables                   todos                los    tØrminos                         condiciones                          establecidos                      en        el        presente               Capitulo                en    los       contratos                 que       en     su

        caso            se    asocien                   Østas              01        aquellos                  que           se        establezcan                       en       los         cuadros            de         dilogos                 de         los       propios               Medios             ElectrOnicos                      por       los    efectos

        que        el      uso     de       los     Medios                Electrnicos                                       convencin                   de              as    Operaciones                        tengan               sobre              los        contratos                  asociados                 Østos


        Los        asientos              contables                    efectuados                         por     Banamex                          Is    BitÆcora                   los        estados                de cuenta                      el    Nmero                 de        Autorizacin                        as        uichas               documentos
                                                                                 de                                                      las                                                  asi        como         las      demÆs                 constancias                       documentales                            tØcnicas
        que se               generen               con         motivo                               ejecucin                      de               Operaciones                                                                                                                                                                                           derivadas           del

        uso de             los     Medios               Electrnicos                           harØn            prueba                  plena           de     Ia    existencia                           validez            de      las        Operaciones                       pactadas                        travØs        de       ellos

        Las           Operaciones                       pactadas                          travØs               de           los        Medios                Electrnicos                            mediante                 el       uso           de         Ia     Firma            Electrnica                    represents                     el       acuerdo         de
        voluntades                  entre          el     Clients                   Banamex                      cuyo             perfeccionamiento                                  se        rigs        por        as     reglas             de        los        convenios                  celebrados                   entre           presentes


CLAUSULA                      VIIl.12.-             MICRO                 PAGOS                      Banamex                      podrØ           no        requerir                Ia    Clave            Confidencial                                   firma autografa                            del     Cliente          cuando               Øste       instruya

travØs        del       TelØfono                   Mvil               de       Terminales                        Punto                 de Venta                    Operaciones                            por    un         importe                 determinado                       en        las    disposiciones                         legales          aplicables

En     este           supuesto                   Banamex                   asumirØ                    los      riesgos                        por        In        tanto           los        costos             de        tales          Operaciones                           que            no     sean         reconocidas                      por       el    Cliente

obligandose                        abonar               en               Cuenta                el        importe                 de     Ia       OperaciÆn                    no         reconocida                         mÆs tardar 48 cuarenta                                                     ocho            horas           postoriores                    que      el


Cliente          hubiese               presentado                          reclamaciOn                         correspondiente

                                                                                                                                                                   CAPITULO                             NOVENO
                                                                                                                                                                              CO MIS ION ES

CLAUSULA                           DE LAS COMISIONES
                              IX.1.-                      El Clients  se obliga                                                                                                     pagar                  Banamex                       las        cantidades                       que        se     deriven               do        las     comisiones                   que
se describen                      endocumento
                                         el     que como anexo     se adjunta                                                                                            al    presente                    Contrato                      el    cual        se considerar                                   para todos                   los       efectos           legales

              haya           lugar como parte integrante del mismo
     quo
Al    monto             do       las    comisiones                         se       les            adicionarÆ                     el    lmpuesto                        al    Valor            Agregado                     l.V.A.

El Cliente                 podr          consultar                       las    comisiones                             vigentes                   en        cualquier                    sucursal                 Banamex                            en        el     Portal              Banamex

Banamex                 podrÆ incrementar                                      el    imports                   de           las        comisiones                        anteriormente                               selialadas                      asi            como             establecer                   nuevas               comisiones                     previo

aviso         que          publique                 en         el        Portal               Banamex                             en         lugaros                abiertos                       al     ptblico              en         sus            oficinas                         bien             previa            notificacin                     enviada           al


Clients                 travØs              de     cualquiera                       de             los    medios                      seæalados                     en         Ia    ClÆusula XllI.8                                cualquiera                        de        ellos           con         al    menos                30     treinta               dias     de

anticipacin                         que           surtari efectos                             las        mismas
El Cliente                 que      no        estØ         de acuerdo                              con      el      incremento                                con             las        nuevas                comisiones                           podrÆ            solicitar                 Ia     terminacin                       del     Contrato               dentro

de    los        30     treinta                  dIas          posteriores                          al    aviso              arriba              seæalado                      sin            responsabilidad                                 alguna                     su      cargo                tras        lo    cual           Banamex                 Is    deberÆ

entregar              el     saldo            disponible                       do        La        Cuenta               sin           aplicar            comisin                         adicional                   alguna                   con         excepcin                        do        los      adeudos                   que        ya se hubieren
generado                     Ia    fecha            en que                el   Cliente                   retire             el    citado               saldo


CLAUSULA                      lX.2.-          COBRO                       DE COMISIONES                                           El        Cliente                autoriza               expresamente                                    Banamex                        pars         cobrar               las    comisiones                      seæaladas            en      el


presents              Capitulo               mediante                    cargo                           Cuenta                   en        el    entendido                    de         que            si     por       cualquier                  causa                 Banamex                    no     efecta               el    cargo            respectivo            el


Cliente          no quedarÆ                   eximido                 de       cumplir               con       sus           obligaciones                          de        pago

CLAUSULA                     IX.3.-          FALTA                  DE     PAGO                     El    Clients                 manifiesta                  estar           de         acuerdo      en que Banamex                                            bloqueØ                su       acceso                 los    Medios                ElectrOnicos              en
caso        de                el    primero               no         cubra                    Banamex                       en         tiempo                    forma              las        comisiones   anteriormente                                                pactadas                     La     falta       do       ejecucin                  del     derecho
                   quo
antes       indicado               no       limits         elimina                   modifica                  el      mismo
                                                                                                                                                                   CAPiTULO                              DECIMO

                                                                                                                                                                 ESTADO                       DE CUENTA

CLAUSULA                     X.1.-DEL ESTADO  DE CUENTA   Banamex    estarÆ                                                                                                   obligado                        enviar           al     Cliente              dentro               de     los      primeros                10    diez             dias         siguientes

Ia    fecha           de     code un Estado de Cuenta con Ia relaciOn de                                                                                                      todos                los     movimientos                          efectuados                      en         Ia       Cuonta             durante               el     periodo           al
                                                                                                                                                                                                                                                                                                                                                                            que
corresponds                  el mismo


Se    entenderÆ                   pars        todos             los       efectos                  legales                   que         haya           lugar            quo             Banamex                 ha        enviado                  el    Estado de                       Cuenta             al    Cliente             en     cualquiera              de     los


siguientes              supuestos                  pactados                    en    Ia        Solicitud                         en    el    formato                que           Banamex                     determine                  pars            tal    fin



              Banamex                        envia                   ltimo domicilio                             determinado                                             Cliente                                                                                                 al       Correo             Electrnico                                     Cliente
       Si                              In                      al                                                                                       por        el                          pars           recibir        correspondencia                                                                                             quo        el                     haya
       proporcionado                               Banamex                          bien

       Si     Banamex                  lo
                                             pone               disposiciOn                         del Cliente                    para           su    consults                    en        Ia    Sucursal                        travØs               de         Medios            Electrnicos


El    Cliente           en    este          acto          acepta               expresamente                             que            cualquier                   comunicado                            que     le    sea dado                           conocer                por           Banamex                   travØs              de     los      Estados          de

Cuenta             surtirÆ
                                   plenos            efectos               legalos                  como          si        Ia    notificaciOn                     hubiese                sido           realizada               en       forma            personal


CLAUSULA                     X.2.-          SUSPENSION                              DE ENV1O                                Cuando                Ia    Cuenta                 no         presente                ninglin                tipo       de         movimiento                       en     el    transcurso                  de 30              treinta         dias

consecutivos                      Banamex                  estarÆ              facultado                    para            suspender                       el     envio            del            Estado            do     Cuenta                  con         Is       periodicidad                      pactada            en        Ia    ClÆusla               anterior

obligandose                       enviar           dicho            Estado de Cuenta                                    cuando                   menos              una vez cads                                seis           meses                     De         existir          un    movimiento                    posterior                     Ia   suspension
Banamex deberO                          reanudar                    el    envio           del         Estado de Cuenta

No    obstante               In    anterior               el    Cliente             podra                en      todo             momento                   consultar                    el    saldo            de    Ia     Cuenta                       en caso                de que               mantenga                saldo           disponible               podrO

solicitar             Banamex que reanude                                           el    envio             del        Estado de                       Cuenta correspondiente


CLAUSULA                     X.3.-          CONSULTA                           DE SALDO                                El        Clients           podra                consultar                   el    saldo           de        Ia    Cuenta                     asi    como una                       relaciOn           de        los       movimientos                del


periodo en                 cualquier               sucursal                de       Banamex                             travØs               de        Banca             ElectrOnics                            en     su      caso                  travØs                de    los       Cajeros               AutomOticos

El    Clients           podrÆ           solicitar                    Banamex en                           cualquiera                     de        sus           sucursales                                travØs           do        los       formatos                   quo         Øste           ponga              su       disposiciOn                  para        tales

efectos            una       relaciOn              de      los        saldos                       movimientos                         presentados                           en     Ia    Cuenta                 en       otros          periodos                     Ia   cual           le    serÆ        entregada                  por        Banamex             denim

de    los     15      quince                dias        siguientos                            Ia    fecha         en que                sea            recibida               su     solicitud


                                                                                                                                                   CAPITULO                          DECIMO                     PRIMERO

                                                                                                                                                                        ACLARAC                          ION    ES

CLAUSULA                      XI.1.-          DEL              PROCEDIMIENTO                                           ACLARATORIO                                           De          coriformidad                        con               lo        dispuesto                     en       el     articulo               23        de        Ia        Ley     para       Ia


Transparoncia                               Ordenamiento                            de             los      Servicios                       Financieros                             cuando                 el    Cliente                 no         estØ            do     acuerdo                    con        alguno            de         los      movimientos

que     aparezcan                   en        el    Estado                 de       Cuenta                     podrÆ              solicitar                        Banamex                         Ia    aclaracin                    correspondiente                                      Ia       cual         deberÆ           presentar                  por     escrito

en    Ia  Sucursal                          en       Ia        Unidad               Especializada                                                travØs                 de        cualquier                    otro         medio               que            Banamex                         ponga               su        disposicin                      para          tales




                                                                                                                                                                                                                                                                                                                                                                                    01648
 efectos               dentro               de      los       90     noventa                    dias            siguientes                       contados                              partir              do              fecha            do        corte              La        solicitud                       deberÆ                    contener               de      forma
 detallada                  los         movimientos                      con        los        cuales               no        estØ        do         acuerdo                     asi        como                Ia     direccin                          donde           so        le     pude                enviar               Is    respuesta                            en    su
 caso              copia          do su           identificacin

 Una          vez         recibida                Ia     solicitud                  de     aclaraciOn                          Banamox                         tendrÆ un                     plazo                   de    45        cuarenta                           cinco                 dias             para            entregar                   at      Cliente            el

 dictamen                   correspondiente                                En        caso            de aclaraciones                                  rolativas                            Operaciones                           realizadas                     en      el        extranjero                        el        plazo               previsto               on    este

 pÆrrafo              serÆ          hasta          do        180 ciento                  ochenta                    dias

 Banamex                     dentro               del       plazo senalado                        en           el    pÆrrafo                anterior                      entregarÆ at                          Cliente              ol     dictamen                         travØs                del         Servicio                  Postal              Mexicano
 cualquier                  servicio               de        mensajeria que                          el        primero determine                                           si    transcurrido                             el    plazo            estipulado                        el     Cliente                   no        ha        recibido                  respuesta
 Øste         podrØ               acudir                Ia     Unidad               Especializada                                         Ia        sucursal                     donde            present                      su reclamacin                                      para que                     pueda                recoger                  el     dictamen

 correspondiente

 Asimismo dentro del plazo                                                     de    45        cuarenta                          cinco                    dias            contado                          partir           de       Ia
                                                                                                                                                                                                                                            entrega                del            dictamen                           que           se         refiere                    pÆrrafo

 anterior Banamex pondrÆ                                                   disposicin                          del            Cliente            en            Ia    Sucursal                          bien               en     Ia       Unidad                Especializada                                 el    expediente                       generado                      con
 motivo              de      Ia    solicitud                 de acaracin


 CLAUSULA                         Xl.2.-       SUSPENSION                           DEL         PROCEDIMIENTO                                             El        procedimiento                          previsto              en       Ia    ClÆusula                anterior              quedarØ                    sin       efectos                   partir         de que
 el    Clionte              presente            su demanda                          ante        autoridad                     jurisdiccional                               conduzca                   su         reclamacin                      en        tØrminos                do         Ia    Ley            de         Proteccin                           Defensa            al

 Usuario             de      Servicios              Financieros


 CLAUSULA                         Xl.3.-        COMISION                   MERCANTIL                            PARA             ACLARACIONES                                               En    este               acto       el    Cliente              otorga                  Banamex                         una         comisiOn                 mercantil              para

 que         este      Ultimo              en      su        caso         10    represente                     ante            cualquier                  tercero                           hubiese                    participado                    en          transacciOn                                 movimiento                                           Cliente          no
                                                                                                                                                                                 que                                                                        Ia                                                                                    que     eI

 reconozca                    en        virtud          del cual          jnicjO         el    procedimiento                          aclaratorio                         referido           en       Ia        ClÆusula              Xl.1          anterior


                                                                                                                                           CAPITULO                              DECIMO                    SEGUNDO
                                                                                                                                                               DEL            CREDICHEQUE

 CLAUSULA                         Xll.1.-         AUTORIZACION                                   SUSCRIPCIN                                     DE CONTRATO                                      Sujeto                     as       autorizaciones                          de     crØdito correspondientes                                                      posterior
      celebracin                  del    Contrato                   de    Apertura               de       CrØdito                Banamex                            podra            otorgar           at       Cliente          un         crØdito            en Pesos                   bajo           Ia        forms           do        apertura               de      crØdito

 en     cuenta              corriente              hasta           por     una        cantidad                 igual             Ia
                                                                                                                                          consignada                            en    Ia    comunicacin                              que        Banamex                  dirija          al    Cliente                   por       escrito              bastando               pars
ello     con                anotacin               correspondiente                            que     se        haga            en     ol       estado de                       cuenta            que            mØs           adelante               se    hace         mencin

 En      el       supuesto               de       que         Banamex                 otorgue              al        Cliente               Ia        Linea               de      CrØdito              referida                 en      el       pÆrrafo           anterior                    ambas                 partes               deberÆn                  suscribir          el

Contrato              de      Apertura                 de     CrØdito           correspondiente                                  travØs               del           cual        estipularÆn                      los      tØrminos                    condiciones                    quo           regularØn                            Ia    Lines          de     CrØdito


CLAUSULA                      XII.2.-             DISPOSICIONES                                Una        vez            suscrito               el    Contrato                   de        Apertura                  de        CrØdito              el     Cliente                 las        Personas                    Autorizadas en                               su     caso
podrØn              efectuar             disposiciones                    con        cargo                Ia    Lines            do        CrØdito                        travØs           do    cualquiora                      de       los
                                                                                                                                                                                                                                                 siguientes                   medios

         Por         Banca              ElectrÆnica                      por    via       telefnica                      en     el    Centro                   de        Atencin                 Telefnica                       debiendo                  el    Cliente                 utilizar             el    nmero                    confidencial                            le
                                                                                                                                                                                                                                                                                                                                                                            que
         serØ         proporcionado                          por     Banamex                    do    conformidad                              con         lo        quo         disponga                   el       Contrato                  do     Apertura                de         CrØdito                    Los        servicios                quo            presto        el

         Centro             de     Atencin              Telefnica                         Banca            Electronics                      ostarØn                   disponibles                     dentro               del       horario             que      Banamex                     comunique                         do           tiempo          en     tiempo           al

         Cliente

         Mediante                 el     libramiento                de Cheques                   denominados                               CrediCheque

Las      disposicionos                        do        Ia    Lines            do     CrØdito             se         formalizarØn                          mediante                        abonos                de        dinero           quo            Banamex                  efectuarÆ                       on        Ia    Cuenta                   mismos                quo
estarOn             sujetos                 los    dias             horarios             que      Oste              determine

Banamex                   podrO           ofrecer             al    Cliente                       las          Personas                    Autorizadas                               en     su        caso                acceso                    Ia     Linea             do      CrØdito                         travØs                  do    otros           canalos

mecanismos                        previa          notificacin                   por       lo
                                                                                                quo        Ia       utilizaciOn                  por           parte            del        Cliente              de        dichos          canales                    mocanismos                               constituirÆ                          aceptaciOn                      los

tØrminos              do     los        mismos

CLAUSULA                      XII.3.-           DEL          CREDICHEQUE                              En            Ia    Chequera                    proporcionada                              at    Cliente                 de acuerdo                   con         lo    estipulado                       en              ClOusula                             Banamex
                                                                                                                                                                                                                                                                                                                                                        V.1
podrO             incluir     esqueletos                     de     Cheque               quo         denominarÆ CrodiCheque                                                            travØs              de        los       cuales            el      Clionte                   las        Porsonas                    Autorizadas                          en      su     caso
podrOn             realizar             Desembolsos

Con          Ia    finalidad             do       que         el    Cliente              puoda            distinguir                  el        titulo              do     crØdito              seæalado                    en       01     pÆrrafo              anterior                 en        el        mismo                so        incluirÆ             Ia     leyenda

 CrediChoquo                             sore      do         un    color       distinto                  los        demOs             esquolotos                           incluidos             on            Ia   Chequora

CLAUSULA                      XII.4.-           NATURALEZA                           DEL         CREDICHEQUE                                         Ambas                  partes           reconocen                           aceptan                 quo       Ia    naturaleza                      juridica                  del       CrediCheque                      es     Is



de      un        Cheque                toda       vez que               reOne           las     caractoristicas                            legales                   necosarias                  pars               ser        considerado                     como              tal         For             Io    anterior                  al    CrediCheque                      le


sorOn         aplicables                 todas          las    estipulaciones                        contenidas                      en        el     prosento                   Contrato                  relativas             al       Cheque                        Ia    Chequera                        en general

CLAUSULA                      XII.5.-          USO            En     el
                                                                           supuosto               de quo                  ol    Cllento               tenga               autorizada                   una           Lines           do     CrOdito                  hubiese                  suscrito               el       Contrato               do        Apertura             do
CrOdito             correspondiente                           Osto        acopta              expresamente                            que                 travØs                del        Iibramionto                     de    los        Cheques                  denominados                               CrediChoque                           hare           uso do           Ia

citada            Linea       do        CrOdito              aOn          cuando               mantenga                       saldo        disponible                       en        Is   Cuonta

El    monto            do         los    Desembolsos                       solicitados                    por            el    Clionto                     per            las        Porsonas                   Autorizadas on                             su caso                         travOs                  del        libramiento                    de        Cheques
donominados                       CrediChoque                       serOn           acroditados                      por        Banamex                              Ia    Cuenta

El    Cliente          reconoce                     acepta           quo        pars           pocler           disponer                  do         Is    Linea                de    CrØdito               en       los       tØrminos                  antes       seæalados                       es            necesario                  quo       Is     misma           estØ

vigento                                         saldo          disponible                 suficiento                                  cubrir              el        importo                del    CrediCheque                                    se        encuentro                           corriento                      en        sus                            on     caso
                     mantenga                                                                                            para                                                                                                                                                            al
                                                                                                                                                                                                                                                                                                                                                   pagos
contrario             el     importe              del    CrediChequo                       sore       cubierto                  con         rocursos                      provenientes                          del saldo              disponible                 on         Ia    Cuenta

                                                                                                                                           CAPTULO                              DECIMO                     TERCERO
                                                                                                                                           DISPOSICIONES                                         GENERALES

CLAUSULA                      XlII.1.-            CUENTA                  EJE         Ambas               partos               ostOn            de         acuordo                   en que                Is    Cuonta               pueda              sor     eje         do     cualquior                      otro producto                        que         el      Cliento

tenga         contratado                 con       Banamex                     siempro                cuando                   Østo         asl           lo    autorice


CLAUSULA                      XIII.2.-            TRAMITE                  DE OPERACIONES                                             De             conformidad                           con        10        dispuesto                 en        Ia     Loy do                 Institucionos                          do     CrØdito                 ambas               partes
convienen    quo
        Banamex padre                              suspender                        cancelar              el        trOmito            do            Operaciones                quo ol                           Cliento             pretends                   realizar            mediante                        el    usc            do        equipos               medios
        electrnicos                     Opticos                de        cualquier              otra tocnologIa                             sistomas                      automatizados                              do procesamiento                              do        datos                 redes             do telecomunicaciones                                          ya




                                                                                                                                                                                                                                                                                                                                                                                          01649
        sean            privados                     pblicos                  incluyendo                        Banca                 Electrnica                      siempre                   cuando                   Banamex                   cuente                  con        elementos                     suficientes                pare             presumir              que
        los       medios             de        identificacin                           pactados                 pars             tal    efecto               han       sido        utilizados                 en        forms              indebida                    bien           cuando               Banarnex                      detecte           algn             error en

        Ia    instruccin                      respectiva

        Cuando                Banamex                         hubiese                  recibido                recursos                    mediante                   alguno            de         los        equipos                        medios               seæaiados                          en              inciso              anterior                   cuente            con

        elementos                   suuicientes                        para           presumir              que            los        medios                de    identificacin                     pactados                     para        tel      efecto               han            sido        utilizados               en        forma            indebida               podrÆ

        restringir             hasta               por        15       quince                   Dies        l-lÆbiles                 Ia     disposicin                    de      tales        recursos                             fin    de        lever                cabo            las       investigaciones                                las    consultas                  que
        sean        necesarias                       con           otras           instituciones                      de     crØdito relacionadas                                      con               Operacin                      de qua               se    irate                Banamex                    podrÆ             prorrogar              el
                                                                                                                                                                                                                                                                                                                                                                    plazo         antes

        referido              haste            por           10    thee                Dias          HØbiles                mØs              siempre                que      se        haya         dado                vista                    autoridad                  competente                          sabre          probables                   hechos                iUcitos


        cometidos                   en        virtud          de        Ia    Operacin                     respective

        En        los     casos                en        qua            por           motivo              de         las     investigaciones                               referidas               en         el        inciso             anterior              Banamex                         tenga           evidencia                    de     que            el
                                                                                                                                                                                                                                                                                                                                                                           presente

        Contrato               fue        celebrado                     con           informacin                            documentacin                                falsa              bien que                       los        medios            de        identificaciOn                           pactados               pars          Ia    realizaciOn                  de      Ia




        Operacion                   de que                   se    irate         fueron              utilizados                  en        forms            indebida               podra             bajo           su        responsabilidad                              cargar                    Ia    Cuenta              el    importe               respectivo                 con

        el    propsito                   de que               se       ebone               en     Ia      cuenta            de         Ia
                                                                                                                                             que         procedieron                    los        recursos                  correspondientes

        En caso               de         que Banamex                             hubiese                  abonado                 par         error          dinero                Ia    Cuenta                    el    Cliente             desde           este           momenta                       faculta                Banamex                       para        cargar         el


        importe           respectivo                              Ia    referida             Cuenta                  con         el    propsito                   de       corregir           el    error           cometido

Banamex                 notificarØ                  al   Cliente                      travØs           de       cualquiera                       de     los       medios senaledos                                  en               ClÆusula               XIll.8              Is     realizaciOn                     de      las       ecciones                   qua     hubiese

llevedo             cabo            de        conformidad                          con          Ia   previsto               en         los       incisos            anteriores


Asimismo                 el    Cliente               reconoce                          acepta             que         Banamex                      podrÆ              bloquear             Ia      Cuenta                 en         cualquier              momento                         por        motivos                de seguridad


CLAUSULA                       XtiI.3.-              AUTORIZACION                                         BANCA                   ELECTRONICA                                     El     Cliente                   reconoce                  que          en          el    Contrato                      se     encuentran                         comprendidos                         los


servicios           de Banca                       Electrnica                         cuyos            tØrminos                       condiciones                      acepta            expresamente

CLAUSULA                       XIlt.4.-              GARANTIA                              IPAB             Banamex                          hace           del       conocimiento                       del            Cliente             que             nicamente                            estÆn           garantizados                        por         el      IPAB            los


depsitos                bancarios                   de        dinero                    Ia      vista           retirables                   en        dies       preestablecidos                             de ahorro                                plaza                    con        previo              aviso           asi       como            los        prØstamos
crØditos          que         acepte                Banamex                        haste             por        el    equivalente                    400000                        cuatrocientas                              mil UDIS                  por           persona                    cualquiera                   que sea                el    nimero                 tipo

clase        de    dichas                obligaciones                              su      favor                     cargo             do        Banamex

CLAUSULA                      XUL5.-                CONTRATO                               INDIVIDUAL                            Las         partes              convienen                 expresamente                               que        el    Contrato                      es     individual                   par        lo    que        el    Cliente              serØ      el


nico         titular      de        los        derechos                          obligationes                        derivados                    del        mismo
En     virtud       de que                el       Cliente              es       el     mica           titular             del        Contrato                   Øste        tendrÆ           derecho                   al      pago         del       saldo               de        las        obligaciones                   garantizadas                         de      acuerdo

con     lo
              estipulado                  en        Ia       ClÆusula                 anterior                   par         10       tanto            desde            este       momento                     es        seæalado expresamente                                                  coma           titular        garantizado                      ante        el    IPAB


CLAUSULA                      XUI.6.-               BENEFICIARIOS                                      Conforme                             lo    dispuesto                  en    Ia    Ley de               lnstituciones                       de        CrØdito                  el     Cliente             seæala              coma            beneficiarios                        del


saldo        de     los       Operaciones                                   las personas                                   mencionadas                                en     Ia   Solicitud                        en     el     formato               que            Banamex                     le      proporcione                     pars        tales              efectos          el


cual     debidamente                               firmado              par           el     Cliente                       ontregado                             Banamex                   pasarØ                        formar              pane            integrante                         del       Contrato                   dichos                beneficierios

tendrÆn                 derecho                         recibir              cuando                  acrediten                         fehacientemente                                   satisfaccin                            de         Banamex                    el    fallecimiento                        del          Clients                 su         identidad                el


importe           correspondiente                                 del    saldo             disponible                      de cads                OperaciÆn

Si    fueran            verbs             los        beneficiarios                         designados                             Banamex                     les       entregarØ                  Ia
                                                                                                                                                                                                          pane                proporcional                       determinada                           por        el      Cliente                   si     flO        se        hubiere

establecido               Ia    proporciOn                         qua                cada           uno        de     ellos           le     corresponds                          es    entregarØ                       par         partes           iguales              el    saldo                    que tengan derecho                                    de       acuerdo

lo   estipulado               en               presente                 Clthusula

En     cualquier               momento                       el    Cliente                 podrÆ           adicionar                    nuevos                beneficiarios                             bien            sustituir                 retirar                  los        previamente                         designados                       10       cual        deberÆ

efectuar           mediante                   el     formato                 que           Banamex                    le    proporcione                          en        cualquier               sucursal                            travØs           de        los       medios qua                           Banamex                   determine                     para        tales


efectos

En caso            de que                el    Cliente                 no        hubiese               designado                             ningn               beneficiario                   de       conformidad                         con        Ia       seæalado                       anteriormente                            Banamex                    devolverØ             el


saldo        de    las        Operaciones                               los        derechohabientes                                    de        las    mismas determinados                                         do acuerdo                        con        Ia    legislacion                     comin
Una     vez        acreditado                      el    fallecimiento                       del          Cliente                Banamex                     procederÆ                          bloquear                 Ia     Tarjeta            de       DØbito               que             en       su     caso           le       hubiese                entregado                de
conformided                   con         Ia        dispuesto                    en        el        Contrato                          partir           de       10    cual        cesarØ                Ia    responsabilidad                               del           Cliente               par       el       uso        de              misma                       Banamex

proporcionarØ                        Is       persona que                          acredite                eI    fallecimiento                          del      Cliente               una dave                    que          Østa        deberØ               conservar                      para       futuras             aclaraciones


CLAUSULA                      XIIl.7.-             TERMINACIN                                        La    duracin                         del         Contrato               es        indefinida                       pudiendo                     cualquiera                       de        las       partes              darlo           por terminado                             en
forms inmediata                               de acuerdo                         con         10      siguiente

       En         caso          de            que            Banamex                       pretenda                    terminar                        el     Contrato                   deberÆ                    informar                  tel        situacin                           al     Cliente                por         escrito               entregado                     en

       cualquiera                    de            las       sucursales                         de        Banamex                                 bien                 travØs            de        un     comunicado                               enviado                      al    Cliente                       travØs               de    cualquiera                       de     los

       medios             estipulados en                                    Ia   ClÆusula XIIL8                              del           Contrato

                                 deberÆ                                               saldo de                        Cuenta                     dentro de                  los                                                                                            fecha                en que                                                           terminaclØn
       El Clients                                        retirar              el                                Ia                                                                       cinco                 dIas             siguientes                        Ia                                                surta           efectos               Is


       del      Contrato                      de        to    contrario                      Banamex                       podrÆ                 contabilizarlos                              disposicin                             del     Cliente              en        Ia       forma             que          el    primero determine

       TratÆndose                        de         Depsitos                                 Plazo                    PagarØs                      el        Cliente              deberÆ                 retirar                el     saldo            de        dichas                    Operaciones                             al    vencimiento                           de       las


       mismas
       Por su parte                           el    Clients                  podrÆ dar por terminado                                                    el    Gontrato                  mediante                        solicitud                por        escrito                  que         presents en                         cualquier                   sucursal                de

       Banamex                      debiendo                       acompaæar                                   dicha              solicitud                      los       medios               de        disposicin                             vinculados                                 Ia    Cuenta                        una           manifestacin                            por

       escrito                 bajo           protesta                  de         decir             verdad                de que                 fueron destruidos                                      que            no       cuenta               con        ellos

       Banamex                  estarÆ                   facultado                    para           establecer                        otros            medios                     travØs            de        los           cuales              el    Cliente                  podrØ             notificarle                   su voluntad                           de dar          por

       terminado                    el    Contrato

       Una        vez quo                 Banamex                        se           cerciore              de         Ia    identidad                        del       Cliente               proporcionarÆ                                      Øste        un            acuse                de     recibo                 dave            de      confirmacion
       folio       quo         el    Cliente                  deberª conservar                                       pars             futuras               aclaraciones

       La terminacin                                solicitada                 por el                Cliente                surtirØ efectos                             al    momento                     en            que          Øste        retire          el        saldo            disponible                        que        mantenga                          su     favor

             en su            caso             cubra               los       adeudos                           comisiones                          devengados                              esa fecha                         de acuerdo                          to        establecido                         en        el   Contrato

       El       Cliente              contarÆ                       con           un          periodo                   de         10             diez             Dias            Hbiles                 posteriores                                   Ia        firma               del          Contrato                     para           terminar                     Øste        sin

       responsabilidad                                  alguna                de        su parte                     en      cuyo                 caso            Banamex                     no         podrÆ cobrar comisin                                               alguna                   siempre                         cuando                    el     Cliente            no

       hubieseutilizadouoperadoninurmodeosProductos                                                                                                                                                                                                                                                              ________

                                                                                                                                                                                                                                                                                                                    sLp




                                                                                                                                                                                                                                                                                                                                                                                               01650
         El Clionte                     podrÆ            solicitar                     por         escrito                Ia      terminacin                            del       Contrato por conducto                                                    do     otra         entidad                financiera                     autorizada                         para            captar
         recursos                      del        ptiblico                   Ia    que             so denominarÆ                                      receptora                  Ia     cual           deberª               abrir           una            cuenta                    nombre                   del        Cliente                    remitir                   Banamex
         los      documentos                             originales                         en         los     que           conste                         manifestacin                              de    Ia    voluntad                       de        dar       por terminada                              Ia      relacin                contractual                               fin    de
         quo           Banamex                        transfiera                  el        saldo             disponible                         do         Ia    Cuenta                    Ia        receptora                      quien             llevar           los         trÆmites                       respectivos                       bajo          su        exciusiva

         responsabilidad

 Una        vez            presentada                       Ia     solicitud                      para             terminar                  eI        Contrato                  Banamex                     deberÆ                              cancelar                 los            medios               do        disposicin                           vinculados                          Ia


 Cuenta ii rechazar                                      cualquier                          disposicin                         quo           protenda                   ofectuarse                         con        postorioridad                                  Ia     cancelaciOn                            do     los       modios                   de        disposicin
 por        lo    quo            no         se        podran                hacer                 nuevos                 cargos                  adicionales                               partir           del        momento                         en        quo           se         roalico             Ia        cancelacin                           oxcepto                    los     ya

 gonorados                        iii            cancolar                    sin            su         responsabilidad                                      los        servicios                      de    domiciliacin                                   on     Ia        fecha              do        Ia        solicitud                  do        terminaciOn                            con
 indopendencia                              do        quien            conserve                         Ia   autorizacin                               de        los        cargos              correspondientes                                           iv abstenerse                            de        condicionar                          Ia     terminacin                             Ia

 devolucin                        del        Contrato                       quo             obre             en      poder                  del             Cliente                                   abstenerse                           do        cobrar               al        Cliente              comisin                               ponalizacin                          por
 terminacin                           del    Contrato


 CLAUSULA                             Xlll8.-           NOTIFICACIONES                                               El        Cliente                  reconoce                           acepta            quo            cuslquier                      aviso                           Banamex                      le    tenga                              dar               conocer
                                                                                                                                                                                                                                                                            quo                                                                 que
 relacionado                     con         el       Contrato                Øste                podrÆ            hacerlo                       haves             de                  un        comunicado                          por        escrito              enviado                al      domicilio                 del        Cliente                   entregado                    en

 cualquier                 sucursal               Banamex                     ii            un         mensaje                 contenido                     en        el    Estado              de        Cuenta                 iii un               mensaje                 enviado                   al     Correo              Electrnico                           al    TelØfono

 MOvil       del Cliente                          bien iv                    un        mensaje                     dado                conocer                     travØs             del       Portal           Banamex                        de         Banca            Electrnica                        del         Cajero              AutomØtico

 Los     avisos                   cualquier                 otra        comunicacin                                del       Cliente                        Banamex                   deberØn               ser       por        escrito                    entregados                     en       Ia     Sucursal                  salvo           que          en     el        Contrato

 so    ostipule                 que deban                ser           presentados                                 travØs              de    otro           media

 CLAUSULA                        XIII.9.-              DOMICILIOS                                 Para         efectos                 del        Contrato Banamex                                      seæala              coma                su     domicilio                el        ubicado               en       Isabella               Catlica                 nUmero                 44
 Colonia          Centro                    Delegacion                  CuauhtØmoc                                  06000              Mexico                    Distrito             Federal               eI    Cliente                  el     indicado                en        Ia    Solicitud

 El    Cliente              deberÆ                notificar                       Banamex                      cualquier                     cambio                de        domicillo                      de        Correo                    Electrnico                     mediante                    escrito             entregado                     en         Ia    Sucursal
 debiendo                  adjuntar               los    documentos                               que         Banamex                       le    solicite             para           tales       efectos                  en        el    entendido                   de       que            dicha           notificaciOn                    surtirC            efectos                     mÆs
 tardar           los                 tres            Dias        HØbiles               siguientes                            quo           Østa            se     hubiese              recibido                 El        cambio                de        domicilio                de     Banamex                      podrÆ             ser       notificado                          Cliente

 mediante              un        aviso            enviado                    travØs               de         cualquiera                     do        los        medios          contenidos                      en        Ia    ClØusula                   anterior

 En caso               do        que         no         sea        notificado                     por         las       partes               el       camblo                do        domicillo             en        los        tØrminos                   pactados                      en     el      Contrato                   las        notificaciones                           que     se

 realicen         en            los    domicilios                  previamente                           seæalados                      surtirØn                 penos            ofectos              legales              para            las
                                                                                                                                                                                                                                                      partes


 CLAUSULA                         XIII.10.-              MODIFICACIONES                                             AL            CONTRATO                              El       Cliente               reconoce                       expresamente                                  el     derecho                   do       Banamex                        de        modificar                 01

Contrato                   en     cualquier                   tiempo                   bastando                      para              ello           un         aviso por                 escrito               dado            al        Cliente               con           30 treinta                       dias          de     anticipacin                                   Ia    fecha

en     que            las        modificaciones                                   entren                 en         vigor                        travØs             de        cualesquiera                            de         los            medios                 seflalados                     en           Ia     ClÆusula                      XIII.8                mediante

publicaciones                           en        poriodicos                      de amplla circulacin

En     el    evento                   do     que         el      Cliento                no         ostØ            de     acuerdo                       con         las      modificaciones                                 al       Contrato                     Øste         podrÆ             solicitar                         Banamex                    Ia       terminaciOn
del      mismo de conformidad                                                con             10        dispuosto                       en        Ia    ClÆusula XIII.7                            sin       responsabilidad                                     alguna                     su cargo                      para            Ia    cual          contarÆ                con         un
plazo            de        hasta             30         treinta                   dias             posteriores                          al        aviso             arriba                 soæalado                             bajo            las        condiciones                          anteriores                               Ia    modificacin                               en      el

entendido                   do quo                las       modificaciones                                   al     Contrato                     entrarÆn                   en        vigor           en    el    plazo               referido                  en     el      pÆrrafo                precedente
Se entenderÆ                           quo        el    Cliente               acepta                    las        modificaciones                                  efectuadas                     al       Contrato                   si    Øste            celebra             cuslquier                      Operacin                        en       fecha           posterior

que         tales           modificaciones                                  entren                     en      vigor                manteniendo                              vigente                   su        derecha                             dar         por terminado                                el        Contrato                en           tØrminos do                         10

seæalado                   en     el       parrafo               anterior

Ambas             partes                    reconocen                              aceptan                     que             cualquier                         adecuacin                                 las        comisiones                            seæaladas                       en        el        CapItulo                      Noveno                     incluso                 Ia

determinacin                               de         nuevas                comisiones                          no             se entendern                                  como                modificacin                               al     Contrato                     por         lo
                                                                                                                                                                                                                                                                                                 que               en     dichos                supuestos                          no     serØ

aplicable                  lo    dispuesto en                          01     primer                   pÆrrafo               de        Ia
                                                                                                                                                 presente                   ClÆusula


CLAUSULA                          XIII.11.-              IMPUESTOS                                      En         caso            de            que         las       disposiciones                         fiscales                     asi         10    estoblezcan                          Banamex                       retendrØ                          enterarØ                       las


autoridades                     fiscales              correspondientes                                  cualquier                   impuesto                        cargo             del       Cliente           quo            se        genere en                   virtud            del     Contrato

CLAUSULA                         Xlll.12.-              INCUMPLIMIENTO                                              El       Cliente                  reconoce                        acepta            que Banamex no responderØ      por                                                                 los       daæos                     perjuicios                que             en     su

caso        se        le    causen                par    el       incumplimiento                               do       las        obligaciones                              cargo           do        Banamex derivado de caso fortuito                                                                      por       causas de                    fuerza             mayor

CLAUSULA                         XIII.13                 CUENTA                        GLOBAL                           El        Cliente                  reconoce                   que         Banamex                       le     informO                  que            de         acuerdo                  con        lo     dispuesto                     en               Ley         do
Instituciones                    de         CrØdito               el    principal                            los     intereses                        depositados                      en        Ia    Cuenta                        en         su         caso           do        las     Operaciones                         celebradas                        al
                                                                                                                                                                                                                                                                                                                                                                        amparo                 del

Contrato               quo             no        tengan               fecha                 do         vencimiento                                     bien            quo        teniØndola                      se            ronueven                          reinviertan                    en           forma            automØtica                          asi        coma             las

transferencias                        do     dinero                    las        inversiones                       vencidas                               no reclamadas                              que        en        el    transcurso                      de            tres             aæos            no       hayan                tenido         movimiento                        par

Depsitos                        retiros                 despuØs                   do quo                    se haya                dado               aviso         par       escrito                 en    el    domicilio                     del        Cliente             que         conste               en       eI   expediente                      respectivo                       con

noventa           dIas           do         antelacin                   serØn                abonados                     en           una        cuenta               global          quo            IlevarØ          Banamex                        para        estos             efectos                   El     dinero          aportado                          dicha            cuenta

Cinicamente                     generarØ un                      inheres           mensual                     oquivalente                            at    aumento                   en    el    Indice          Nacional                      do         Precios             al    Consumidor                         en     el    periodo                 respectivo

Ambas            partes               convienen                        estØn           de acuerdo                         en quo                  las       Operaciones                         denominadas                           en        Divisas              podran                ser      convertidas                               Pesos          par        Banamex                  el


DIa      HÆbil anterior                               que        Østas        sean                abonadas                        en    Ia       cuenta                global          referida             en        el        pØrrafo              quo         antecede                      para        lo       cual       Banamex deberØ                                 utilizar           el

            de cambio                                   solventar                                                         denominadas                              en       moneda                                                                               en                                           Mexicana
Tipo                                        para                                   obligaciones                                                                                                       extranjera                 pagaderas                                Ia    Rep6blica                                                     que       publique              el        Banco
de    Mexico en                   el    Diario           Oficial             de        Ia     Federacin                           el   die        de        Ia     conversiOn

Cuando            el       Cliente               se     presente                  para            realizar              un        depOsito                        retiro                    reclamar                  Ia    transferencia                              inversiOn                    Banamex deberO                                   retirar           de     Ia        cuenta

global       eI   importe                   total             efecto              de        abonarlo                         Ia    Cuenta                        entrogOrsolo                     al       Cliente

Los derechos                          derivados                  de     los        DepOsitos                             inversiones                              sus        intereses                      que        se        refiere               esta          ClÆusula sin                        movimientos                           en       el   transcurso                   de

tres        aæos contados                                   partir       do que                    estos            Oltimos                 so        depositen                  en        Ia    cuenta               global               cuyo            importe              no exceda                       por       cuenta                al      equivalento                            300
trescientos                     dias         do        salario          minima                    general                vigente                 en         ol    Distrito            Federal               prescribirOn                              favor          del       patrimonio                     de        Ia    boneficencia                        pblica                         lo
                                                                                                                                                                                                                                                                                                                                                                                         par

quo      Banamex                      estarØ           obligado                    entregarle                       dichos              recursos

El    Cliente              renuncia                     ejercer              cualquior                       accin                que        pudiese                   derivarse                 en        contra               do        Banamex                    en        razOn            del        cumplimiento                                 lo   dispuesto                   en      Ia


presente              ClÆusula

CLAUSULA                         Xlll.14.-               SEGUROS                                  El     Cliente                  autoriza                         Banamex                       para            que            lo     incluya                   sin        costa              alguno                   en     Is        colectividad                    asegurada
correspondiente                                  Ia    pliza           do seguro                        que          en        su       caso                Øste       contrate                 para        titularos                 do        los        Productos                     determinados                         par        Banamex                              lo                 el
                                                                                                                                                                                                                                                                                                                                                                       par              que
Clientedesde                          este              omento               instruyea                        Banarnox                      para            que         proporone                          sus        datosala                        cornpania                     aseguradora                         con         Ia    cual           contrate             Ia        cftada




                                                                                                                                                                                                                                                                                                                                                                                                      01651
pliza       La     anterior           en    el    entendido                  do quo            Banamex                  no     estarØ            obligado                  incluir             maritener             al   Cliente              en          colectividad                asegurada               en     cuestin

Este      beneficio           estarÆ        sujeto               los      tØrminos                  condicianes                          exciusiones                  consignados                 en      Ia    pOliza         vigente                    para       todos         los     efectos         legales               que
hays       lugar         el     Cliente              d.esde           este           momento                     designs               coma            beneficiarlos                       del     seguro                   Iss mismas                              personas                 designadas                     coma
beneficiarios                 do      acuerdo             con    lo    estipulado                    en     Ia    ClÆusula                XlIl.6

El    Certificado          del        Seguro          que         en      su     caso               le    corresponda                     al    Cliente              Se    encontrarØ                    disposicin                      de    Øste            partir       de     los     45 cuarenta                      cinco
dies      posteriores                 Is   contratacin                    de    cualquiera                       de    los    productos                senalados                 en       el    pÆrrafo         anterior                 obligndose                 el     Cliente           solicitar          el    mismo            al

telØfono        1226-8222                  en   el    Distrito         Federal                     01-800-888-8432                             pars        todo           Mexico

El    Cliente      reconoce                 acepta              que       Banamex so                       reserva             el    derecho               unilateral            do              terminar            anticipadamente                           Is   pliza         de seguro              seOalada               en    el


primer      pØrrafo            que      antecede                      bien       de           no     renovarla                 ii        incluir            excluir             Productos             de             citada              pliza          do     seguro                iii     modificar               el   tipo       do

seguro       contratada                bastando                 para         ello     un       aviso             por    escrito            enviado              al    Cliente                  travØs         do     cualquiera                    de     os    medios            seæalados               en    Ia    ClÆusule

XllI.8     anterior           con      cuando             menos           3D        treinta               dies        de     anticipacin


CLAUSULA                 XIIi.15.-          BENEFICIOS                          El    Cliente              autoriza                    Banamex                  pars       que       lo
                                                                                                                                                                                           incluya            sin    costo           alguno               en    cualquier            programa              de       beneficios

cresdo       por      Banamex                         favor          de      sus         clientes                      travØs             de     los       cuales               Banamex             podrØ             de       manera                   enunciativa               mÆs        no         limitativa          cubrir

reembolsos               compensaciones                               comisiones                     al    Cliente             asi       coma          incluir              Øste       en      sorteos              programas                  de       lealtad          de recomendaciOn                           rio    puntos
     de   cualquier           otro     tipo          Lo    anterior            en        el    entendido                   de quo           dichos          beneficios                     programas                 podrØn              ser       modificados                  suspendidos                     cancelados

en    cualquier        momento                  par       Banamex               sin       causa            do         responsabilidad


CLAUSULA               XIILI6.-             CESION                El      Cliente             no     podrØ             ceder           delegar              transferir             negaciar              enajenar                    transmitir                en   forms         alguna          los     derechos                   las


obligaciones             que asume                   en    virtud         del       presents               Contrato                 sin     Ia    autorizacin                    previa           par         escrito       do       Banamex

CLAUSULA                 XIIt.17.           JURISDICCION                                 El    presente                 Contrato                so     rogirÆ             por    las      leyes       do       Mexico                sometiØndose                        las     partes         expresamente                          Ia



jurisdiccin           de      los     tribunales            de       Ia      Ciudad             de Mexico                     Distrito           Federal              renunciando                       cualquier              otro fuero                 que       par     cualquier             motivo        les       pudiere

corresponder

CLAUSULA                 XIILI8.-           AVISO DE PRIVACIDAD                                                   En       cumplimienta                              lo    dispuesto             en      Ia     Ley        Federal                 de     ProtecciOn              do     Datos           Personales                  en
Posesin          de      los        Particulares  Banamex informs                                                sI    Cliente            quo        los    dabs            obtenidos              en     virtud          do        Ia    celebrecin                del     Contrato              serØn        tratados              de
manors       confidencial                       travØs          do     los     sistemas                   provistos               pars         tales       efectos               serÆn           usados             para       Ia    operacion                      registro        de      los    productos               que        el

Clients     hubiese             contratado                 asi       coma            para           ofrecerle                en     su     caso            otros          productos             bancarios                  financieros                    de Banamex                       de     cualquiera               do    sus

afiliadas        subsidiarias                   controladoras                        asocisdas                        comisionistas                        sociedades                     integrantes               del     Grupo                  Financiero              Banamex                  promociones                      de

otros     bienes           servicios             relacionados                   con           los        citados                                     bancarios
                                                                                                                           productos

El    Clients       padre             consultar             eI       aviso           de        privacidad                                            en                                        direccin              do     Internet
                                                                                                                             completo                           Ia    siguiente                                                                     www.banamex.com/avisodeprivacidad
Banamex            notificarØ              al    Clients             cualquier                  modificacin                       al      aviso            de        privacidad                mediante              un        comunicado                      par         escrito       enviado                     travØs          de
cuatesquiera             de     los    medios seæalados                              en       Ia    ClÆusula               XIII.8                bien            travØs          do mensajes                   publicados                     on    las    sucursales               de     Banamox

CLAUSULA               XIILI9.-             TITULO               DE LAS CLAUSULAS                                                 Ambas              partes           estØn        do          acuerdo          en        quo        el       objeto           de    los       tItulos      de      as     ClÆusulas                 es

meramente           informativo                  por             que      el    contenido                  de         dichos         titulos         no     tiene          efecto         vinculatorio               alguno

Leido     que      fue     par        as    partes          el
                                                                  presente                Contrato                      enteradas                 de       su    contenido                     alcanco          juridico                 lo   firman           en     el       espacio          correspondiente                      de
Is   Solicitud        par       duplicado                 quedando                  un        ejemplar                en poder             de cada              una de           ellas




                                                                                                                                                                                                                                                                                                                                            01652
O1653
EXHIBIT 6A




             01654
CLAUSE      XIII    17    JURISDICTION           The present Contract              will    be   governed    by   the   laws   of

Mexico   the   parties   shall   expressly   accept   the   jurisdiction      of   the    courts   of   Mexico    City   waiving

any other   that   may correspond     to   them under       whatever       circumstance




                                                                                                                                   01655
TRANSPERFECT




                                              City of   New York          State    of   New         York     County of   New      York




                           Alitasha Younger                                                document Banamex                              Clause
                                                       hereby certify that          the                                   Jurisdiction            is



                      to   the best   of   my knowledge        and    belief            true       and   accurate   translation   from Spanish   into



                      English




                      Alitasha
                                     Youn
                      Sworn     to   before    me   this

                     August      27 2015




                Th2
                Signaureryy
                                                 Public




                                        res       13
                     CommIssion




                     Stamp Notary             Public




     THREE   PARK   AVENUE    39TH    FLOOR NEW YORK NY           10016           212   689.5555           212689.1059    WWW.TRANSPERFECT.COM
                                                         OFFCES      90    OTES WORLDWIDE




                                                                                                                                                        01656
01657
EXHIBIT   103




                01658
                                          CASE        NUMBER            14.270



IN    THE ESTATE OF                                                          IN    PROBATE            COURT         NO    ONE
DOROTHY            LOUISE     LONGORTA
DECEASED                                                                            HARRIS         COUNTY TEXAS


                              FIRST       AMENDED DISCLOSURES                             OF
                 JAMES THOMAS DORSEY INDEPENDENT EXECUTOR
                  OF THE ESTATE OF DOROTHY LOUISE LONGORIA



TO       PLAINTIFF         SHELBY LONGORIA                   by   and   through     his
                                                                                          attorneys     of record



         James Thomas         Dorsey      as   Independent        Executor       of the Estate        of Dorothy       Louise



Longoria        Deceased the    Executor           hereby timely amends his responses                    to   the   Requests



for   Disclosure    served on   him by Shelby Longoria



                   The    correct   names of the parties           to   the lawsuit



         RESPONSE


         Contestant/Counter-Defendant                  Shelby      Longoria



         Defendants/Counter-Plaintiffs                 James Thomas           Dorsey Independent               Executor         of

                                                       the Estate       of Dorothy        Louise   Longoria         Deceased



                                                       Sylvia Rene        Dorsey



                                                       Adriana      Longoria



                   the   name   address        and telephone        number        of any       potentiaJ parties



         RESPONSE


         Eduardo     Wayo           Longoria     Jr

         1702    Cresthaven     Drive

         Austin Texas 78704
         telephone        512-535-0105




FIRST   AMENDED          DISCLOSURES      OF JAMES      THOMAS DORSEY       INDEPENDENT
EXECUTOR        OF THE ESTATE        OF   DOROTHY      LOUISE       LONGORIA DECEASED                                    Page




                                                                                                                                     01659
                       the     legal       theories         and         in       general           the     factual         bases      of the       responding

                       partys         claims          or defenses



          RESPON SE


          The     Executor           generally         denies the allegations                       of Shelby Longorias                      Third     Amended
Contest       of 2010         Will     and       any       subsequently               filed       pleading          in    which      the     same     or    similar


allegations       are       made      and    demands             strict      proof thereof               in   accordance            with Texas             law



          The     Executor             pleads         the        following            additional              defense         in    response          to    Shelby

Longorias         Third        Amended             Contest            of 2010 Will               and       any     subsequently            filed    pleading         in


which     the    same       or similar       allegations              are   made but              he does not assume the burden                            of proof

with respect          to    this   defense         except        to    the       extent     required by law



          Shelby           Longoria        lacks      standing to maintain                        an action         for    removal        of James Thomas

            as    the       duly     appointed             Independent               Executor              of      the    Estate     of      Dorothy         Louise
Dorsey
Longoria         Deceased


          James        Thomas         Dorsey          is   the    Independent               Executor             of the Estate         of Dorothy           Louise

Longoria         Deceased            and    he   is   defending             in   good      faith       and    with just cause the Last Will and

Testament        of Dorothy Louise                    Longoria              dated     January            21 2010 which                this    Court admitted

to    probate    on        October           2012          Consequently                    pursuant           to    Section        352.052      of the Texas

Estates    Code        and     other applicable              law James Thomas                          Dorsey Independent                    Executor         of the

Estate    of Dorothy Louise                 Longoria             Deceased             is   entitled          to and       hereby requests             allowance

out    of the Estate          of Dorothy              Louise          Longoria             Deceased                of his necessary            expenses          and

disbursements               including reasonable                      attorneys           fees      in   these       proceedings



          The     Executor           has    pleaded              as    counterclaims                   the    following            claims     against       Shelby

Longoria


          On     July              1942     Eduardo              Longoria            Eduardo                     and      Dorothy         Louise       Kowalski

Dorothy               were     married       in the        City of Laredo                   in    Webb          County Texas


          When        they were married Dorothy                              was          citizen        of the United         States        of America          and

Eduardo was                citizen    of the United               Mexican             States        Mexico                  but he     had     been        living    in


the   United     States       and     after the        wedding               the    couple         initially        settled    in    McAllen           Texas



          The marriage               of Eduardo            and    Dorothy was                    subject      to    the    laws of the State           of Texas

including       the    law of community property



          Eduardo and              Dorothy had              four children                  all    of   whom         are    living      Their names are

Adriana    Louise           Longoria        Adriana Eduardo                               Longoria            Jr    also    known      as    Wayo      Longoria


FIRST     AMENDED             DISCLOSURES                  OF JAMES              THOMAS DORSEY                         INDEPENDENT
EXECUTOR          OF THE ESTATE                  OF DOROTHY                      LOUISE          LONGORIA DECEASED                                            Page




                                                                                                                                                                          01660
 Wayo                    Sylvia        Rene Dorsey                   Sylvia                       and     Shelby           Longoria               Shelby                    All       of them

 reside       in    Texas


                  Eduardo         and         Dorothy            amassed             considerable                    wealth           through                variety            of business

 activities          and    investments



              Over time Shelby took                              control            over the business                      and    investments                  owned            by Eduardo

and     Dorothy


              Shelby managed                        property and                accounts               owned         by Dorothy               and       represented to her that

he     was        doing      so     for        her       benefit              Indeed              the     account           statements                  were     not       even        sent    to


Dorothy             even     though                she was          identified              as     the    sole    owner           of the accounts                          The    accounts

included            but are not limited                        to    the       following               accounts            collectively                  Dorothys                 Accounts

in    Mexico

                                             Banarnex            Account               Number
                                             Banamex             Account               Number
                                             BanRegio                Account           Number


In    addition           Shelby expressly agreed                               to   hold in trust for the benefit                                 of Dorothy               property that

Shelby            obtained        from         Eduardo                   In     letter        to       Dorothy dated                   August                1983          for    example

Shelby and               Wayo       promised               Dorothy              that    the            assets    that       Daddy has willed                        to     us    as    long as

you     live       we      will    hold them as                  if      they were               yours         and     we              will       make       the      fruits      available

to    you    for    your direction                  as    to   their          use      These promises were made by Shelby while he was

                   in   Texas       and        they were             set forth         in          letter      that    was       sent       to    Dorothy           from         an address
residing

in    Texas             Shelby     breached               these          promises            to    Dorothy            by failing             to    account           for the       property

that    was given            to    Shelby            by Eduardo                  by concealing                   from        Dorothy               material           facts      about       that


property including                      its    nature           extent         value and profitability by                                   failing to         hold and           maintain

that    property            as    if    it
                                              belonged               to       Dorothy              by     paying            himself              income         generated              by     the


                    by failing          to     disclose             to    Dorothy            that        he    had     done           so     and        by   failing        generally          to
property

make         the    fruit    of that          property available                       to     her for her use



              Likewise             in          letter          dated          October                  2007 which                     Shelby        sent       to     Dorothy           at    her

residence           in    Houston              Texas            Shelby made                  specific            promises              with respect              to        large       sum of

money         that       Eduardo wished                    for    Dorothy              to    have         upon       his    death           Admitting               that    beheld           such

funds        in   trust for       Dorothy                and    in    recognition                  that     Dorothy          intended              to    leave her estate to her

daughters                Shelby         promised                that          within         thirty           days     after          Dorothy             died he               would pay

$100000             to   Sylvia and                $100000               to   Adriana              Upon Dorothys                           death        Shelby repudiated                    and

breached            this    promise            to    Dorothy                  While he             did    tender            check           for    $100000                 to   Sylvia and
     check        for    $100000              to    Adriana              he printed               on    the    checks        language               that       if   the     checks        were

negotiated               would         have         resulted             in     release             of their rights                   in    Dorothys             estate          and    rights

against       Shelby              self-serving                 conditions which Shelby had                                       no    right to          impose            The     fact      that



FIRST        AMENDED              DISCLOSURES                        OF JAMES THOMAS                            DORSEY iNDEPENDENT
EXECUTOR                 OF THE ESTATE                     OF     DOROTHY                    LOUISE            LONGORIA DECEASED                                                        Page




                                                                                                                                                                                                    01661
                                    demanded                   such     releases         for his         benefit           as    conditions on                       his    performance
Shelby     arbitrarily

                                                                                                                                                                                      that
of an    unconditional                   duty       to    pay $100000                   to    Sylvia and             $100000               to    Adriana proves

Shelby knew                that    Dorothy               owned        valuable           claims against                  him               Shelby knew                      that    Dorothy

intended        to    leave        her entire estate                  to                 and       Adriana and                        Shelby knew                      that     Sylvia       and
                                                                            Sylvia

Adriana         themselves                had        valuable              claims        against          him              all    of which                 he     now         dishonestly

denies



          Shelby                owed       fiduciary              duty to Dorothy                           as      an agent          for       Dorothy                       as      trustee

of an     express               trust    for    the           benefit       of Dorothy                   and        in    addition              or    in    the        alternative


pursuant        to        an informal           fiduciary               relationship               with Dorothy



          In     contravention                  of his fiduciary                      duty to Dorothy under                           Texas               law Shelby                failed      to


advise Dorothy                   fully   and     fairly          regarding            the     nature and             extent       of her property and                           his actions

                                 her property and                                                        was                                                                          for    her
with    respect            to                                           the      property he                         holding          in     trust          supposedly

benefit



          In    fact            Shelby     managed                for his          own        benefit       Dorothys                  property               as      well as property

he    was holding                in trust      supposedly                   for    her benefit              He       caused           income from                      the    property          to


be paid    to    him            or to   others           for his      benefit           and        failed      to   disclose          to     Dorothy                 that    he had      done

so


          Eduardo                died on        January               26 2005                at    the   age        of   91       He        was born on                      October         25
1913       When                 Eduardo         died            all   of the property                    in his          estate       was community property of

which one-half was owned                                      by Dorothy              under         Texas           law        Eduardo died                       in   Webb         County

Texas     where he and                    Dorothy had                      lived      for    many        years



          After           the     death        of Eduardo                     Shelby          continued              to     manage              Dorothys                    property and

continued            to                        to        her that          he     was        managing               her property                     for    her benefit               but he
                           represent

intentionally             concealed             from           Dorothy            the   nature           extent          and      value of her property                             what he

had     done with her property over                                        the     years           and    how much money                               he        had        been      paid      or


otherwise        derived               from     the       property



          In    fact        Shelby managed                        the      property for his                 own          benefit       and       engaged               in    self-dealing

transactions              that    he    failed           to    disclose          to   Dorothy



          Dorothy                died in Harris                  County Texas                      on    April              2012        at      the        age       of    92      She was
born on    May                   1919

                 order dated               October                      2012                  Court         admitted                                       Dorothys                Last Will
          By                                                                          this                                       to   probate

and    Testament dated                     January              21 2010               and         appointed          James Thomas                          Dorsey Independent
Executor        of the            Estate       of Dorothy                        Letters          Testamentary                   were        issued             to     James Thomas

Dorsey on        the        same day and                      such      Letters         Testamentary                 are currently                   in    full      force      and    effect



FIRST    AMENDED                   DISCLOSURES                        OF JAMES               THOMAS DORSEY INDEPENDENT
EXECUTOR              OF THE ESTATE                           OF DOROTHY                     LOUISE         LONGORIA DECEASED                                                            Page




                                                                                                                                                                                                     01662
                                                                   First      Cause of Action
                                                              Demand               for    Accounting



             Pursuant           to    Section 489B            of the Texas Probate                              Code         Section            113.15             of the Texas

Trust       Code         and    the        common          law of    the State            of Texas               Counter-Plaintiff is entitled                                    to and

hereby requests                   that      Shelby provide                full      accounting                 of1         all     of his activities                    as    an agent

for   Dorothy                   all   transactions           done        or   caused           by him involving                         property            owned            in    whole

or    in   part by Dorothy                    including but not limited                            to   Dorothys              Accounts                 in    Mexico            and

all   transactions              involving          property held by him in trust for Dorothy



             In     connection              with    this    claim        the       Executor               is    entitled          to    and       is   seeking           herein          an

award of                           fees                                                                    reasonably                  and                              incurred          in
                  attorney                   including        litigation            expenses                                                  necessarily

connection              with this action             as    permitted by                 Section           113.151            of the Texas                    Trust       Code           and

other       applicable          Texas         law

                                                              Second Cause of Action
                                                            Breaches             of Fiduciary                  Duty


             Under         Texas           law     Shelby      breached              his       fiduciary             duty         to    Dorothy              by              failing      to


disclose          to    her     fully       and    fairly     all    information                   that        might    affect              her interests               in   property

managed           by     him      including both her community property and                                              property held by Shelby                                  in   trust

for                                   to    act   with utmost            good       faith          and     fair      dealing           in    the       management                  of her
      her               failing

                                                                                                                       activities                                  her interests
property and              property held in trust for her and                                  in his other                                    affecting

      failing          to act     with undivided             loyalty          to    Dorothy              in    the    management                       of her property and

                                                                                                                                                   her interests                  and
property held by him in trust for her and                                     in   his other             activities          affecting

                   in self-dealing                transactions           that      were detrimental                     to    her           and    in    addition or in the
engaging

alternative             improperly            benefitted        him


             The breaches                  of fiduciary       duty by Shelby                       proximately caused                          compensable                    harm        to



Dorothy           and      her       estate        Under       Texas            law        Counter-Plaintiff                           is    entitled         to and              hereby

                            ofjudgment              against         Shelby for actual                     damages            in    an amount to be determined
requests          entry

by the      trier       of fact      in    accordance         with Texas                 law            The damages awarded should include                                               all


amounts of money which were withdrawn                                               from Dorothys                      Accounts                in      Mexico            and       which

Shelby cannot               show           specifically       to    have        been       withdrawn                 for     Dorothys                  benefit          or    with her

fully informed                consent



             The breaches                  of fiduciary      duty by Shelby constituted                                fraud                 gross negligence                           and

malice            as    those terms are defined                     in   Chapter              41    of the Texas                  Civil       Practice            and    Remedies

Code        Despite         his fiduciary            duty under            Texas law                to    disclose           to    Dorothy             all   facts       that      might

affect      her interests                 Shelby     intentionally                 or    in    the       alternative               with reckless                   disregard            for


Dorothys               rights concealed              from     Dorothy              the   nature            extent       and            value of her property                           what

he    had    done with her property over                              the       years          and       how much                 money he had                     been        paid       or



FIRST       AMENDED               DISCLOSURES                OF JAMES               THOMAS DORSEY                             INDEPENDENT
EXECUTOR                OF THE ESTATE                 OF    DOROTHY                 LOUISE              LONOOBJA               DECEASED                                            Page




                                                                                                                                                                                               01663
 otherwise           derived           from     the    property               Under Texas law Counter-Plaintiff is                                                  entitled         to and

 hereby requests                  entry       ofjudgment                   against        Shelby                for   exemplary               damages              in    an amount            to


 be determined               by the          trier    of fact         in     accordance                with Texas                 law



              Shelby         derived          profits        by means of the breaches                                       of his fiduciary                  duty       to     Dorothy
Under         Texas         law        Counter-Plaintiff                     is   entitled            to and           hereby           requests          entry          of judgment

decreeing            that    Shelby jlisgorge                   all    profits         received by him or by his wife his children                                                    or    any

other        persons        designtdby him                            as     result       of the breaches                     of his fiduciary                 duty       to        Dorothy


              Shelby acquired                   property by means of the breaches                                            of his fiduciary                  duty       to    Dorothy
Under         Texas         law        Counter-Plaintiff                     is   entitled            to and           hereby           requests            entry        of judgment

imposing                 constructive           trust      on     all      property acquired                      by Shelby or by his wife his children

or     any    other        persons designated                     by him by means of                                  the    breaches           of his fiduciary                     duty     to


Dorothy


              In    connection               with     this      claim            the   Executor                  is   entitled          to   and    is    seeking herein                      an

award of           attorney           fees    including            litigation             expenses                reasonably and                   necessarily                incurred        in


connection               with this action              as    permitted by                  Section               114.064           of the Texas                Trust          Code


                                                                      Third         Cause of Action

                              Breach           of Promise To                      Hold Property                   for       Dorothys            Benefit



              Shelby promised Dorothy that he would hold in trust for Dorothy                                                                            all   of the assets that

Eduardo            gave     to    Shelby        and       Wayo             and     that    he would make                       the       income from such property

available           to   her for her direction                    as    to   their      use           These           promises           were      made by Shelby while

he     was    residing           in   Texas          Shelby breached                      these            promises          to        Dorothy        by failing               to   account

for the      property         that      was given           to    Shelby and               Wayo by Eduardo                              by concealing                   from        Dorothy

material           facts    about        that    property including                             its   nature           extent           value         and      profitability                  by

failing       to    hold     and       maintain            that       property            as    if    it
                                                                                                            belonged              to    Dorothy           by paying                  himself

income generated by                      the    property                by failing             to    disclose          to    Dorothy           that    he had            done        so and

by     failing      generally to make                     the     fruit       of that          property available                       to    her for her use



              These        breaches           by Shelby proximately caused                                        compensable                 harm       to    Dorothy               and     her

estate        Based on            the    doctrines of breach-of-contract                                          promissory                 estoppel          and        money-had-
and-received                under       Texas law Counter-Plaintiff                                        is   entitled      to and hereby requests                                entry     of

judgment            against           Shelby        for    actual          damages              in    an        amount        to       be determined                    by the       trier    of

fact    in    accordance              with      Texas law


             In     connection               with     this      cause            of action             the       Executor              is    entitled         to    and        is   seeking

herein        an award of attorney                        fees    including                litigation             expenses                  reasonably             and     necessarily

incurred in connection                        with this action                    as   permitted Chapter                           38       of the Texas                Civil       Practice

and     Remedies            Code         and        other       applicable Texas                       law


FIRST        AMENDED              DISCLOSURES                     OF JAMES                THOMAS DORSEY INDEPENDENT
EXECUTOR                 OF THE ESTATE OF DOROTHY                                       LOUISE              LONGORIA DECEASED                                                         Page




                                                                                                                                                                                                   01664
                                                                  Fourth       Cause      of Action

                 Breach         of Promise             To Pay $100000                    to    Adriana          and      $100000              to    Sylvia




           Shelby promised                   Dorothy          that within thirty days ofher death                                     he would pay $100000

to   Adriana           and     $100000           to    Sylvia          These           promises         were         made         by    Shelby            while    he    was

residing         in   Texas         and    they were              directed       to    Dorothy          at    her residence                  in    Houston         Texas

Shelby      breached            these      promises          to    Dorothy         by tendering                to    Adriana           and        Sylvia     checks      that


they could            not negotiate             without           waiving        their rights            in    Dorothys                estate        and     their rights


against     Shelby              self-serving            conditions which Shelby                          had        no   right to         impose


           Based on            the     doctrines           of breach-of-contract                   promissory                   estoppel            and      money-had

and-received               under       Texas       law Counter-Plaintiff is                      entitled           to and hereby requests                         entry     of

judgment             against        Shelby      for    $200000            in   accordance              with Texas                law



           In        connection           with this claim the                    Executor         is    entitled           to    and     is   seeking           herein       an

award of         attorney       fees      including           litigation         expenses          reasonably                   and    necessarily           incurred        in


connection             with     this      action       as   permitted            by Chapter             38         of the        Texas        Civil        Practice        and

Remedies             Code       and     other      applicable          Texas           law


                                                                  Fifth    Cause of Action
                Declaration            of Invalidity              of Donation            Agreement                  dated       January           11     2005



           On         January             2015        Shelby        produced            for the        first    time            photocopy               of      document

dated     January            11 2005         written         in    Spanish            entitled    CONTRATO DE DONAC1ON                                                   the
Donation              Agreement                  The        Donation           Agreement           purports to be                     signed by Eduardo                    and

Dorothy


           By         order dated           January          29 2014              Shelby         was         ordered            by     this       Court      to   produce

documents             such     as the     Donation           Agreement            no     later   than February                   28 2014                His production

of the Donation                Agreement              on    January              2015 was              over ten months                   late




           On        the    date of the Donation                     Agreement                Eduardo              was dying and                   on   hospice       care

Fifteen     days       later        Eduardo        died       The Executor               believes             and     now        avers        that      on January 11

2005 Eduardo                 lacked       the    requisite         mental capacity               to     make             legally        enforceable               contract



           The Donation                Agreement              states      that    it   was signed             in    Reynosa            Tamaulipas                 Eduardo

was not         in    Reynosa on           the     date     of the Donation                   Agreement


           In    the       seven                that    Dorothy           lived        after the       date         of the Donation                 Agreement              she
                                     years

never     mentioned            it   to either         of her daughters                 both of     whom              lived       near her in Houston                    or to

her son-in-law               the Executor                   whom       she       saw frequently                    or in    her correspondence                        which



FIRST     AMENDED               DISCLOSURES                  OF JAMES            THOMAS DORSEY                           iNDEPENDENT
EXECUTOR              OF THE ESTATE                   OF    DOROTHY              LOUISE          LONGORIA DECEASED                                                    Page




                                                                                                                                                                                  01665
 was      extensive               or    in    her personal                   notes         where she wrote extensively about                                            her financial

 situation             Indeed during those seven                                       she made                   numerous statements                             both written           and
                                                                                 years

 oral     that       are inconsistent                    with the existence                      of the Donation                     Agreement


               Based on            the       foregoing              facts and           others         the       Executor            believes              and     therefore           avers
 that    the    Donation                Agreement                  is     forgery



               The      Executor              believes             and       avers      that     the    Donation                 Agreement                is    unenforceable             for

 lack     of consideration                    or        in the      alternative             for       failure          of consideration



               There        exists       an actual             controversy                 between          the       Executor           and     Shelby as to whether                      or

 not the Donation                   Agreement                  is        valid       and    enforceable                 contract



               Consequently under                             Chapter 37              of the Texas                Civil       Practice          and       Remedies Code                   the

Executor             hereby         requests             entry          of       judgment              declaring              that      the     Donation             Agreement             is


invalid        and      wholly           unenforceable



               Pursuant            to    Section              37.009           of the       Texas           Civil           Practice        and        Remedies             Code          the

Executor          is
                        seeking              an    award of              costs       and    reasonable                 and       necessary attorneys                       fees     as    are

equitable            and    just in          connection                 with     this      cause       of action



               Anticipating              that          Shelby will plead the defense                                   of limitations                in
                                                                                                                                                          response         to    some      or

all    of the     aforementioned                        causes           of action           Counter-Plaintiff pleads that                                      Section      16.069        of

the     Texas        Civil        Practice             and     Remedies Code                     is   applicable              and       precludes               application        of any

statute        of limitations                     In    addition             Counter-Plaintiff pleads under                                    Texas            law the discovery

rule    and      fraudulent concealment                                  by Shelby               Despite              his    fiduciary           duty of           full    disclosure

Shelby         concealed               from        Dorothy              the    nature          extent            and    value           of her property                   what     he had

done      with her property over the years                                        and       how much money                         he had         been          paid or otherwise
derived         from        the         property               The        nature           of the       injuries             to   Dorothy                 and     her     estate       were

inherently             undiscoverable                        because           of the        relationship                   of    trust       and         confidence             between

Dorothy and Shelby and                                 because          he breached              his fiduciary                duty of         full    disclosure           of    all   facts

that    might        affect        Dorothys                  interests           The       injuries         to    Dorothy and                 her estate            are objectively

verifiable           because            money           that    should           have      been        paid to Dorothy                     was withheld                 from     her and
diverted        to     Shelbys               benefit



           Based on               the    foregoing                 causes        of action            the    Executor              is
                                                                                                                                         seeking the following                         relief

under      Texas           law


                                  decree           commanding                    CounterDefendant                                Shelby                              to     render        an
                                                                                                                                                Longoria
accounting             of   all    property that was                         owned          in   whole           or    in   part by Dorothy Louise                           Longoria
and     that    was within               his           possession              custody           or    control              and      all   transactions               affecting          her

property         and        an accounting                     of   all    actions          taken       by him as her agent                           or trustee           specifically



FIRST     AMENDED                  DISCLOSURES                          OF JAMES THOMAS                      DORSEY INDEPENDENT
EXECUTOR               OF THE ESTATE OF                             DOROTHY                LOUISE           LONGORIA DECEASED                                                      Page




                                                                                                                                                                                                01666
including                complete        accounting             of   all    monies           withdrawn                from        Dorothys          Accounts           in



Mexico


                          an    award of             actual     damages              from         and     against          Counter-Defendant                   Shelby

                         amounts              be determined               by the              of fact               accordance         with Texas          law    but
Longoria            in                  to                                           trier                    in


the    maximum amount                        of actual          damages           currently             sought        by    Counter-Plaintiff                   while

reserving his right under                       Texas         law    to    amend         this      pleading           to    request          greater      or    lesser


amount         as   more evidence               is   uncovered            and    the    whole           truth      comes     to    light      is    $43500000


                          an award           of exemplary            damages            from and             against        Counter-Defendant                  Shelby

                    in   amounts        to    be determined               by the              of fact         in    accordance         with Texas          law but
Longoria                                                                             trier


the    maximum amount                    of exemplary               damages            currently          sought by Counter-Plaintiff--                         while

reserving his right under                       Texas         law    to    amend         this      pleading           to    request          greater      or    lesser


amount         as   more evidence               is   uncovered            and    the    whole           truth      comes     to light         is    $10000000


                          an    award         of     attorney        fees       including               litigation          expenses          reasonably          and

                     incurred by              Counter-Plaintiff                 in   connection              with each           of his causes           of actions
necessarily

under     Texas          law


                               decree        commanding              Counter-Defendant                          Shelby       Longoria          to   disgorge       all



profits    received            by     him      or    by    others     for his        benefit            as         result   of      breach         by him of       his


fiduciary       duty      to    Dorothy Louise                Longoria


                               decree                            constructive             trust         on   all                   acquired         by    Counter-
                                         imposing                                                                   property

Defend     ant      Shelby          Longoria          or   by    others         for his   benefit by means of                          breach        of fiduciary

duty owed           to   Dorothy         Louise           Longoria


                         an     award         of prejudgment               interest          on     all      actual        damages      at   the     highest      rate

authorized          by law to the date                 ofjudgment


                         an     award of        all    costs     incurred by Counter-Plaintiff in the course of preparing

and    prosccuting             this   civil     action



                         an     award         of postjudgment               interest         on     all      monetary         relief    at   the     highest      rate


                    by law from the date
authorized                                                    ofjudgment             until        paid



           10                  judgment declaring                   that    the      Donation             Agreement           dated      January          112005
is   invalid    and       wholly        unenforceable



           11            all    writs    and       processes necessary to collect                              the    judgment         and




FIRST    AMENDED                DISCLOSURES                 OF JAMES THOMAS                        DORSEY INDEPENDENT
EXECUTOR             OF THE ESTATE                    OF   DOROTHY               LOUISE           LONGORIA DECEASED                                             Page




                                                                                                                                                                            01667
           12         al other          relief       to    which           Counter-Plaintiff                     is   entitled          or       which          the     Court        may
 deem appropriate             under          the    circumstances                  and        the       applicable               law


                      The amount and any method                                          of calculating                     economic                   damages


           RESPONSE


Shelby      Longoria          Shelby                 managed               property and                  accounts            owned                      Dorothy           Longoria

Dorothy              and    represented              to her that             he     was doing               so        for    her benefit                     These         accounts

included       but are not             limited        to    Dorothys                Accounts                in        Mexico                Dorothys               Accounts            in


Mexico       are   more       specifically            identified             as    follows



                                   Banamex                Account            Number
                                   Banamex Account                           Number

                                   BanRegio               Account            Numbe


           Shelby      made            or        caused      to       be     made             withdrawals                   from        these            accounts             without

Dorothys           knowledge                or    consent              Thus             the        Executor            seeks           to     recover              the        amounts

wrongfully         withdrawn            from Dorothys                      Accounts                in   Mexico              The        total       amount of wrongful

withdrawals          sought        by       the     Executor           based            on     the       information               currently                 available          to    the

Executor      is   $28878274.54


           This amount            was        calculated           by adding                  the    amount of withdrawals                                   made         in    each    of

Dorothys       Accounts            in   Mexico            as reflected             on        the    account           statements                 produced             by Shelby

Because      some      of the statements                    reflect          transactions                  in    pesos each                  such           withdrawal               was
converted      from        pesos       to    dollars         The           exchange            rates       used        in    these          calculations                were from
xe.com      for transactions                after   November                2001             and    from        oanda.com                   for transactions                   prior   to


November        2001          Both          of these        websites              are    identified             by     the       Internal          Revenue               Service       as

credible     sources for exchange                        rates The                attached              spreadsheets reflect                           these     calculations



           Because         Shelby owed                   fiduciary          duty        to    Dorothy with                  respect          to    Dorothys Accounts
in   Mexico which were owned                               by     her Shelby                  has the           duty        to    account              to    the    Executor           of

Dorothys      estate       for   all    withdrawals               from        the       accounts            and       the        burden           to   prove        that      all   such

withdrawals         were      fully     disclosed            to   Dorothy and                      properly made                   for      her benefit                 and    not for

Shelbys      benefit Shelby has failed                          and    refused           to    provide           such        accounting                 or   such proof with

regard to any        of the withdrawals                    listed in the                attached spreadsheets                               so    Shelby           is   personally




           Some       of the monthly bank                        statements                  for   each     of Dorothys                      Accounts              in    Mexico
have    not produced             including           the    bank statements                         for    Banamex Account                              Number
                     for   any     month during                  the years          2011            and     2012             The Executor                      reserves         the


right to    amend      this      calculation              once     all      of the bank                 statements have                     been         produced


FIRST   AMENDED             DISCLOSURES                    OF JAMES THOMAS                               DORSEY INDEPENDENT
EXECUTOR           OF THE ESTATE                    OF    DOROTHY                 LOUISE LONGORIA                                DECEASED                                      Page    10




                                                                                                                                                                                            01668
liable     to    pay       as    damages           the     full    amount of such                    withdrawals                 In       the    event         that       Shelby

demonstrates               with credible             evidence               that          particular        withdrawal               was merely                    transfer       to


another account                 that       was owned          by Dorothy                  and    disclosed          to    her    or   was used                to    pay     living

                 or   medical              expenses        actually           incurred          by Dorothy              the   Executor            will       withdraw            his
expenses
claim for damages                     to   the    extent     of that          withdrawal



The Executor               also       seeks       $25000000                   which        is   an    estimate           based       on     information                that      the


businesses that                 Shelby          managed           or     was         supposed         to    manage             for    the       benefit            of Dorothy

made      profits      of approximately                    $10000000                  per year            Assuming            but without               admitting               that


it   was reasonable                  for the      businesses             to    retain      one-half of that                   amount        then Shelby                   should

have      distributed           to    Dorothy        as the       beneficiary of the fiduciary                            relationship                 at    least    one-half

of the      remaining                amount         or    $2500000                   per year             Over           period        of ten           years         the       total

amount       that      should          have       been     distributed               is   $25000000                 The       Executor            is    also       requesting

an    award       of prejudgment                    interest           on      all    amounts             that    should        have        been            distributed            to



Dorothy


Shelby made            an unconditional                    promise            to    Dorothy          in        letter    dated       October                 2007         that    he

would pay $100000                          to   Sylvia Dorsey                 and     $100000             to     Adriana       Longoria                 Shelby            did    not

fulfill    his   promise               The Executor               also        seeks       recovery         of the $200000                   that       is   the     subject       of

his   promise         to   Dorothy


           The        name             address           and telephone                     number              of persons             having                knowledge             of

           relevant             facts       and          brief statement                   of each         identified          persons             connection                   with

           the case



           The following                   individuals            have        knowledge              of relevant           facts



           Alejandra             Arguindegui                                                                                  granddaughter                   ofDecedent
           315      Stratford              Lane

           Laredo Texas 78041

           telephone                  956-206-7773



           Silvia      Auila           RN                                                            nurse        who cared for Eduardo                             Longoria

           Laredo          Home            Health

           1700       Hendricks                 2nd Floor

           Laredo Texas 78040

           telephone                       956-796-3266


           Adriana          Banks                                                                                        daughter          ofAdriana                Longoria

           6138 San             Felipe Street

           Houston              Texas 77057




FIRST     AMENDED               DISCLOSURES                  OF JAMES                THOMAS           DORSEY ThDEPENDENT
EXECUTOR              OF THE ESTATE OF DOROTHY                                       LOUISE          LONGORIA DECEASED                                                    Page     11




                                                                                                                                                                                        01669
        Carolyn        Beckett                                                           provided      legal   services   to


        Beckett       Tackett          Jetel   PLLC                                  Decedent         Shelby and Wayo

        7800 North           Mopac Expressway
        Suite    210

        Austin Texas           78759

        telephone         512-436-9102



                Cardenas         LBSW                       social   worker   who evaluated         Eduardo     Longoria

        Laredo     Home        Health

        1700     Hendricks        2nd Floor

        Laredo        Texas     78040

        telephone              956-796-3266



        Johnny            Carter                                                   attorney for Shelby Longoria

        Susinan        Godfrey      L.L.P

        1000     Louisiana       Street Suite        5100

        Houston         Texas 77002-5096

        telephone             713.653.7818



        Leonides        Cigarroa        Jr     M.D                   physician   who    treated     Eduardo     Longoria

        Laredo     Cigarroa       Heart         Vascular    Institute

        1710          Saunders        St

        Tower          5th    Floor

        Laredo Texas            78041

        telephone             956-725-0833



        Cynthia       Coffrnan                                                    nurse who         cared   for Decedent

        931    West     23rd    Street Unit

        Houston        Texas 77008

        telephone            713-304-1353



        Cherry         amianoff                                                        acquaintance         ofDecedent
        23    Journeys End
        The Woodlands             Texas 77381

        telephone            713-303-1216


        Juannic    Rodriguez           de   Chavez                        provided      care   to   Eduardo     Longoria

        516    Prescott      Loop

        Laredo Texas 78046

        telephone             956-652-8661




FIRST   AMENDED         DISCLOSURES             OF JAMES    THOMAS DORSEY          INDEPENDENT
EXECUTOR        OF THE ESTATE OF DOROTHY                    LOUISE      LONGORIA DECEASED                          Page   12




                                                                                                                               01670
        Cezar      Dc Los     Rios                                              nurse who     cared    for    Decedent

        6722      Sylmar     Road

        Houston         Texas    77074

        telephone           713-240-4081



        Teauie      Dielyn      RN                                  nurse who     cczred   for Eduardo        Longoria

        Laredo        Home    Health

         1700     Hendricks      2nd Floor

        Laredo Texas            78040

        telephone             956-796-3266



        Marilyn       Doherty                                                         acquaintance         ofDecedent
        Montebello          Condominiums

        1100      Uptown      Park    Boulevard

        Houston         Texas 77056

        telephone           713-993-1100



        James Thomas            Dorsey                                   Independent       Executor        of the Estate

        do James             Fisher                                 ofDorothy     Louise    Longoria         Deceased
        Fisher          Welch                                      Respondent     and Counter-Plaintiff herein

        2800 Lincoln         Plaza

        500     North    Akard    Street


        Dallas      Texas     75201

        telephone           214-661-9400



        Robert      Edward      Wayo        Dorsey                              son   of Applicant     and Executor

        15308      Sunset     Blvd
        Pacific     Palisades        California   90272



        Sylvia     Dorsey                                                                   daughter       of Decedent

        do James             Fisher                                 Defendant     and Counter-Plaintiff herein

        Fisher          Welch
        2800 Lincoln         Plaza

        500     North    Akard    Street


        Dallas      Texas     75201

        telephone           214-661-9400


        Ali        Fazel                                                                   witness    to   will   signing

        The     Law     Offices of Scardino          Fazel

        1004      Congress      Street Third Floor

        Houston         Texas 77002

        telephone           713-229-9292



FIRST   AMENDED         DISCLOSURES          OF JAMES     THOMAS DORSEY           INDEPENDENT
EXECUTOR        OF THE ESTATE           OF DOROTHY        LOUISE    LONGORIA DECEASED                             Page   13




                                                                                                                              01671
        Elizabeth Dorsey           Fertitta                                             granddaughter            of Decedent

        2706 Eastgrove           Lane

        Houston        Texas     77027



        Zachary            Fertitta                                         attorney for Dorothy Louise               Longoria

        The     Fertitta   Law    Firm

         1004    Congress       Street


        Houston        Texas     77002

        telephone          713-228-5900



        James          Fisher                               attorney for Sylvia      Dorsey Adriana Longoria               and

        Fisher         Welch                                       James Thomas       Dorsey Independent              Executor

        2800 Lincoln           Plaza

        500 North       Akard     Street


        Dallas     Texas       75201

        telephone          214-661-9400



        Pedro    Frommer         M.D                                     physician   who   treated    Dorothy Longoria
        10023     Main      Street Suite         C9

        Houston        Texas     77025

        telephone             713-791-1633



        Rafael    Dc    Jesus    Carbajal Galindo                                          signatory on         the   Mexican

             Heroes     121                                                     bank accounts         in    Dorothys     name
        Rio Bravo        Mexico        88900

        telephone             899-909-0350



        Neal        Oittleman                                                     prosthodontist       who saw Dorothy

        50   Briar Hollow        Lane      Suite      150   West

        Houston        Texas     77027

        telephone          713-993-0003



        Micki Grimland                                                         psychologist     who        treated    Decedent
        Southwest       Psychotherapy            Associates         .A
        2500 Wilcrest Drive              Suite     300

        Houston        Texas 77042

        telephone             713-954-4851




FIRST   AMENDED        DISCLOSURES            OF JAMES         THOMAS DORSEY      INDEPENDENT
EXECUTOR        OF THE ESTATE            OF DOROTHY           LOUISE      LONGORIA DECEASED                             Page    14




                                                                                                                                     01672
        Dan     Hancock                                                                acquaintance        ofDecedent
        Montebello        Condominiums

         1100    Uptown      Park     Boulcvard

        Houston      Texas       77056

        telephone         713-993-1100



        Raymond       Hart                                                                  grandson       ofDecedent
        5834 Candlewood               Lane

        Houston      Texas       77057

        telephone         713-818-2387



        Adrian     Hernandez                                                         Decedent     and Contestants

        Adrian     Hcrnandez             Associates        PC                        accountant

        9543     Bissonnct       St

        Houston      Texas       77036

        telephone         713-961-0262



        Richard           Hess                                                    attorney for Shelby Longoria

        Susman      Godfrey       L.L.P

        1000     Louisiana       Street Suite      5100

        Houston      Texas       77002-5096

        telephone           713.653.7818



        Carlos    Gonzalez        Hinojosa                 attorney that prepared several         wills   for Decedent

        Libramiento       Luis Echevarria          630

        Reynosa      Tamaulipas



        Holly        Holmes           M.D                                       physician   who    treated   Decedent

        MD      Anderson     Cancer       Center

        1515     Holcombe        Boulevard

        Houston      Texas       77030

        telephone         877-632-6789



           Wesley     Holmes                              attorney for Sylvia   Dorsey Adriana         Longoria    and
        The     Holmes    Law     Firm                          James Thomas     Dorsey Independent           Executor

        10000 North        Central Expressway                Suite   400

        Dallas    Texas     75231

        telephone          214-890-9266




FIRST   AMENDED      DISCLOSURES             OF JAMES THOMAS DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE            OF DOROTHY  LOUISE LONGORIA DECEASED                                   Page   15




                                                                                                                            01673
         Carlos Hornedo            III    D.O                             physician    who   treated   Eduardo     Longoria
         Laredo        Home     Health

         1700        Hendricks     2nd     Floor

         Laredo Texas            78040

         telephone              956-796-3266



              czar      Iliescu    M.D                                                physician   who    treated   Decedent
         MD      Anderson        Cancer     Center

         1515        Holcombe      Boulevard         Unit    Number       1451

         Houston        Texas     77030

         telephone            877-632-6789



         Karen Ledbetter                                                                     acquaintance       of Decedent

         Montebello           Condominiums
         1100        Uptown     Park     Boulevard

         Houston        Texas     77056

         telephone            713-993-1100



        Philippe Licause                                                                  Decedents       hairdresser

        3614 Montrose Blvd                   206

        Houston         Texas

        telephone             214-794-2149



        Adriana        Longoria                                                                   daughter      of Decedent

        do James               Fisher                                      Defendant and Counter-Plaintiff herein
        Fisher          Welch

        2800 Lincoln           Plaza

        500     North    Akard     Street


        Dallas        Texas    75201

        telephone         214-661-9400


        Eduardo        Wayo              Longoria     Jr                                                  son   of Decedent
        1702     Cresthaven        Drive

        Austin Texas 78704

        telephone         512-535-0105



        Enriqueta       Chapa Longoria                                                         wife    of Shelby Longoria

        c/o    Shelby          Jordan

        Jordan Hyden             Womble         Cuibreth            Hoizer P.C
        500    North     Shoreline        Boulevard         Suite   900

        Corpus        Christi Texas        78401

        361-884-5678



FIRST   AMENDED         DISCLOSURES           OF JAMES         THOMAS DORSEY             INDEPENDENT
EXECUTOR        OF THE ESTATE             OF DOROTHY           LOUISE      LONGORIA DECEASED                         Page   16




                                                                                                                                 01674
         Shelby Longoria                                                     Contestant      and Counter-Defendant

         do Johnny              Carter

         Susman      Godfrey       L.L.P
         1000     Louisiana      Street Suite       5100

         Houston        Texas    77002-5096

         telephone        713-651-9366



         Shelby     Longoria        Jr                                                         son    of Shelby Longoria

         do    Shelby         Jordan

         Jordan Hyden            Womble       Cuibreth             Holzcr P.C
         500    North    Shoreline       Boulevard         Suite   900

         Corpus     Christi Texas         78401

         telephone       361-884-5678



         Lynne Meiers                                                                 acquaintance         of Decedent
         115    Munger     Street


        Pasadena        Texas 77505

        telephone        713-304-1592



        Mario Gonzalez           Mendoza                                             notary      to   several   documents

        Dr     Mier 3113                                                             signed      in   Mexico
        Nuevo      Laredo Tamaulipas               CP 88000


        Elizabeth Morgan                                                              Wayo      Longoria        lawyer
        Elizabeth Morgan                 Associates        LLP
        5150 Tarniami           Trail      Suite    207

        Naples Florida
        Telephone          512-370-2750



        Domnica      Portillo                                                 Dorothy Longoria             housekeeper
        7206 Rising       Brook Drive                                                     in   Houston for        /2
                                                                                                                       years

        Cypress Texas 77433
        Telephone          832-293-0392



        Sandra     Ramirez        LVN                                    nurse who   cared for Eduardo          Longoria
        Laredo     Home     Health

        1700     Hendricks       2nd Floor

        Laredo Texas 78040

        telephone          956-796-3266




FIRST   AMENDED         DISCLOSURES         OF JAMES          THOMAS DORSEY          INDEPENDENT
EXECUTOR        OF THE ESTATE OF DOROTHY                     LOUISE      LONGORIA DECEASED                         Page   17




                                                                                                                               01675
         Sofia    Rodriguez                                     CNA who   provided   care    to   Eduardo    Longoria

         9013     Seller   Loop

         Laredo Texas         78045

         telephone           956-319-0414



         Anna     Rubjo                                                      director    of Laredo     Home       Health

        Laredo      Home     Health

         1700     Hendricks       2nd    Floor

        Laredo      Texas     78040

        telephone            956-796-3266



                                                                                                           will
        Anthony Scardino                                                                    witness   to          signing

        The Law       Offices of Scardino               Fazel

         1004    Congress     Street Third Floor

        Houston       Texas 77002

        telephone          713-229-9292



        Carlos Solis                                                                  acquaintance         ofDecedent
        Montebello         Condominiums

         1100    Uptown      Park    Boulevard

        Houston       Texas 77056

        telephone          281-777-4892



        Crispin        Soto                                                  chaplain    who provided         spiritual

        Laredo     Home      Health                                             support      to   Eduardo Longoria

        1700     Hendricks        2nd Floor

        Laredo Texas          78040

        telephone           956-796-3266



        Marco         Torres                                         administrative     director    of Grupo Inlosa

        Sierra    Nevada      1208       Col Fuentes

        Reynosa       Tamaulipas



        Patricia    Vasquez                                                          treasurer for Grupo Inlosa

        Playa Hcrmosa         507       Col Militar    Marte

        Iztacalco     Mexico



        Randall        Weber        M.D                                      physician      who    treated   Decedent

        MD      Anderson      Cancer Center
        1515     Holcombe      Boulevard         Unit   Number     1445

        Houston      Texas 77030

        telephone          713-745-0497


FIRST   AMENDED       DISCLOSURES            OF JAMES      THOMAS DORSEY         INDEPENDENT
EXECUTOR         OF THE ESTATE OF DOROTHY                 LOUISE    LONOORIA DECEASED                             Page   18




                                                                                                                              01676
         Maria     Del    Carmen Torres Zamarron                                                                signatory on               Mexican
         Sierra    Negra 301                                                                 bank accounts            in   Dorothys           name
         Reynosa         Mexico         88700

         telephone            899-909-0350



         custodian       of records          of   MD         Anderson       Cancer       Center

         1515      Holcombe            Boulevard

         Houston      Texas            77030

         telephone         877-632-6789



         custodian       of records of Laredo                     Home      Health

         Laredo      Home      Health

         1700     Hendricks            2nd Floor

         Laredo      Texas        78040

         telephone            956-796-3266



         custodian       of records of Montebello                          ondominiums
         Montebello        Condominiums
         1100     Uptown      Park          Boulevard

        Houston       Texas        77056

        telephone          281-777-4892



        The     Executor           Sylvia         and        Adriana        incorporate       herein       by    reference           all    of    the

        disclosures        by     other      parties         to   this    case    of persons        who may       have       knowledge             of

        relevant     facts        In   so    doing       the      Executor        Sylvia    and     Adriana      do   not admit that              any
                      individual             does       in   fact have                         of     relevant        fact
        particular                                                           knowledge


                   For any         testifying        expert


                             the experts                name         address       and telephone             number


                             the subject            matter          on    which the expert            will   testify



                             the        general         substance           of    the                  mental                                    and
                                                                                           experts                    impressions

                             opinions             and        brief summary              of the basis      for   them       or   if   the expert

                             is   not       retained         by    employed        by      or otherwise         subject      to the        control
                             of the responding                     party documents                                such
                                                                                                  reflecting                 information


                             if   the expert            is    retained       by    employed          by    or otherwise              subject       to

                             control         of the responding                   party




FIRST   AMENDED       DISCLOSURES                  OF JAMES THOMAS                  DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE                OF   DOROTHY                LOUISE    LONGORIA DECEASED                                       Page    19




                                                                                                                                                        01677
                                            all       documents                tangible              things             reports               models              or    data

                                            compilations                  that       have been provided                                 to reviewed                 by       or

                                           prepared by or                      for    the expert            in     anticipation                      of    the   experts

                                           testimony and


                                           the experts current                            resume           and bibliography


        First   Designated         Expert          Witness              Mario         Gonzalez              Mendoza


                 Mario Gonzalez                   Mendoza
                 Dr     Mier 3113

                 Nuevo       Laredo Tamaulipas                          CP 88000


                 The     subject      matter ofthe testimony                          ofMr           Gonzalez             is      the       agreement            allegedly

                 signed      by    Dorothy               and    Eduardo              in   1983        with       respect               to   certain         community

                 property owned                       them                                                                             Tamaulipas Mexico
                                                 by              and      the judicial               proceedings                  in


                 with regard          to       that     agreement


                 The general substance                     ofthe mental impressions                                and       opinions              ofMr          Gonzalez

                 as      reflected          in     his     deposition                testimony             given             on        October                   2014         in


                 connection          with         this    case     is   that     the alleged               agreement                   between            Dorothy           and

                 Eduardo          and      the     related       proceedings                   did    not affect              any community property

                 that    was not           specifically            identified             in    the       agreement and                        all    such       property
                 continued           to    be      community property                                In    other        words                under         the    laws       of

                 Tamaulipas               Dorothy          retained            her community interest                              in       any    property that              is



                 not    specifically              mentioned            in      the    agreement              and         related             proceedings                    The

                 basis     of these         mental         impressions                and      opinions            is    Mr            Gonzalezs education
                 and     extensive          experience             as     an    attorney             and    notario publico                          in    Tamaulipas
                 Mexico           which           education            and       experience                 is     described                  in     his     deposition

                 testimony                To      the     extent        consistent              with        this        disclosure                   the     deposition

                 testimony         of     Mr       Gonzalez          is
                                                                            incorporated                  by reference                  into       this    disclosure



                 Mr      Gonzalez           was not            retained         by employed                      by     or    otherwise               subject          to   the

                 control     of the Executor




FIRST   AMENDED         DISCLOSURES                   OF JAMES            THOMAS               DORSEY              INDEPENDENT
EXECUTOR    OF THE ESTATE                  OF DOROTHY                   LOUISE LONGORIA                             DECEASED                                        Page     20




                                                                                                                                                                                   01678
         Second    Designated         Expert           Witness                  James Austin              Fisher



                  James     Austin        Fisher

                  Fisher          Welch                Professional                Corporation

                  Ross     Tower      Suite           2800
                  500     North     Akard         Street


                  Dallas     Texas        75201

                  214-661-9400



                  The     subject    matter of              Mr     Fishers            expert testimony                  will   be        the necessity              and

                  reasonableness               of legal services                rendered            and        litigation     expenses              incurred           in

                  this    case



                  The     general substance                  of   Mr         Fishers          mental           impressions           and       opinions           is    as

                  follows



                            The     legal        services          rendered             to   the    Executor           have        been        necessary and

                            the     amounts            of time expended                       in   rendering           those legal services                       have

                            been     reasonable



                            For     the        legal    services             rendered          by    the        attorneys          for    the       Executor            in


                            connection            with this case                   an    hourly rate             of $500       is    reasonable                given

                            their    experience              and       qualifications and                      such    rate    is   within the range                    of

                            what     is    customary              in        Harris County             Texas             In    addition              for   purposes
                            of an    determining                  an    appropriate            award of attorneys                        fees       under     Texas

                            law     an enhancement                      of    at   least     100     percent should be added                          to    this rate

                            because             the     attorneys               for     the        Executor            are    in     fact       working                for


                            contingent            fees        rather            than     fees       based         on    hourly           rates        and     billed


                            currently             and        such            enhancement                  is     reasonable              in     light        of        the

                            circumstances                   and        demands of              the    litigation             the    complexity                of the

                            issues        the    amounts               at    stake      the characteristics                   of the parties                and        the


                            disparity           of resources                between          the    parties



                            The      litigation             expenses               incurred          by        counsel        for        the        Executor            in


                            connection            with       this       civil      action      are    reasonable              and    were           necessary



                            Some          of     the        legal           services          rendered            to    Shelby            Longoria                were

                            unnecessary               and    unreasonable                    including but not limited                         to         asserting

                                 meritless             claim           against          Adriana            for     tortious          interference                 with

                            inheritance           rights and                 ii presenting                to    the    Probate Court                      meritless

                            motion        to    dismiss for forum non conveniens                                      and    presenting              to the   Court




FIRST   AMENDED          DISCLOSURES              OF JAMES                  THOMAS           DORSEY INDEPENDENT
EXECUTOR     OF THE ESTATE                OF DOROTHY                        LOUISE LONGORIA                       DECEASED                                   Page       21




                                                                                                                                                                             01679
                             of Appeals              and       the      Supreme Court of Texas                                   meritless            petitions             for writ

                             of    mandamus


                Mr     Fisher       may be            asked to render                          an opinion             as    to         total        amount           that     would
                be     reasonable                 attorneys fee for the legal services                                                rendered            to    the    Executor

                for the      prosecution                 of the claims                   asserted          by her           The         total       amount             however
                cannot       be determined                     until the            time of trial



               Mr      Fisher also                may     be asked             to    consider              and       to    opine as            to    the validity             of the

               expert        testimony              if    any        offered             by Shelby Longoria                             in   this     civil          action    with

               regard        to    legal          services          rendered                  or    litigation            expenses             incurred               including

               legal       services           rendered              or    litigation                expenses              incurred on                behalf           of Shelby

               Longoria             To date               Shelby Longoria                            has       not made                proper        disclosure               of the

               expert testimony                     if   any        that     Shelby                Longoria          is    planning            to    offer       in    this    case


                     brief                          of the basis               of these                 mental        impressions                   and        opinions             as
                                summary                                                                                                                                        is


               follows            the    timing          and        content              of the documents                         filed      and/or            served in the

               course of this proceeding                                  Mr        Fishers               experience                  practicing               law in Harris

               County           Texas         and     elsewhere                 his           knowledge              of rates           customarily charged                         by
               attorneys           in    Harris           County               Texas               and     elsewhere                   for     the    same            or    similar

               services           and        application                of the           factors          listed      in    Texas            Disciplinary                  Rule     of

               Professional Conduct                                .04b Mr                    Fisher generates time records reflecting                                             the


               specific         amounts of time expended                                           the    services          rendered                 and        the    litigation

               expenses           incurred           The           billing     records              may contain              privileged               information                  but

               it   will   be     redacted prior to production                                      in   this   case         Mr         Fisher        is       not relying          on

               the    redacted           information                    as          basis          for     any       of his           opinions                 The      redacted

               billing       records          will       be    produced                  at    least      30    days       before            trial    or       by such        other

               date    as    may        be    ordered by the Court                                 or    as the      parties           may          agree



               Mr      Fisher       is       an    attorney             who         has        been        engaged               to    represent               the    Executor

               Sylvia        and        Adriana               in   this      case              Mr        Fisher has                   not    been      retained              by    the


               Executor            Sylvia           and        Adriana              to        serve       as    an        expert        witness                and     he     is   not

               employed            by    or subject                to    the   control              of the Executor                         Sylvia         or    Adriana


        Third Designated            Expert          Witness                         Wesley               Holmes



                     Wesley        Holmes
               The    Holmes            Law         Firm

               10000         North Central Expressway                                          Suite      400

               Dallas        Texas 75231

               214.890.9266




FIRST   AMENDED       DISCLOSURES                   OF JAMES                 THOMAS DORSEY                                 INDEPENDENT
EXECUTOR     OF THE ESTATE OF DOROTHY                                        LOUISE                LONGORIA                 DECEASED                                        Page    22




                                                                                                                                                                                         01680
              The    subject     matter    ofMr Holmess                                expert      testimony            will       be the necessity                  and

              reasonableness         of legal services                      rendered               and    litigation                                  incurred          in
                                                                                                                              expenses
              this   case



              The general substance                  of   Mr          Holmess                mental impressions                      and         opinions          is   as

              follows



                        The     legal    services          rendered                   to   the    Executor             Sylvia and                Adriana           have

                        been     necessary and                  the         amounts           of time expended                      in    rendering              those

                        legal    services       have           been         reasonable



                        For the legal services                      rendered by the attorneys                              for the        Executor Sylvia
                        and     Adriana         in    connection                      with       this    case an            hourly rate                of $500           is


                        reasonable         given          their         experience                 and    qualifications                   and        such      rate    is


                        within     the                    of what                is    customary           in        1-larris      County              Texas            In
                                           range

                        addition         for    purposes                    of an          determining                an     appropriate                   award        of

                        attorneys fees under                        Texas         law       an enhancement                    of    at   least        100 percent

                        should      be    added           to    this        rate       because           the    attorneys                for the           Executor

                        Sylvia and        Adriana               are     in    fact         working        for    contingent                fees        rather      than

                        fees    based     on    hourly              rates        and       billed    currently              and     such         enhancement
                        is    reasonable             in    light            of    the        circumstances                   and         demands              of       the

                        litigation        the        complexity                   of       the     issues        the        amounts              at        stake       the

                        characteristics          of the parties and                          the    disparity          of resources between the

                        parties



                        The      litigation          expenses                 incurred              by    counsel             for        the         Executor           in

                        connection         with this                civil     action         are    reasonable               and     were             necessary



                        Some       of     the        legal           services               rendered            to      Shelby            Longoria                 were

                        unnecessary         and       unreasonable                         including but not limited                            to          asserting

                              meritless        claim            against               Adriana            for     tortious            interference                  with

                        inheritance         rights              ii          asserting             meritless            objections                to        discovery

                        requests     and         meritless                  opposition to                      motion         to    compel discovery
                        iii presenting               to   the        Probate               Court         meritless           motion             to     dismiss for

                        forum non conveniens and                                  iv        presenting          to     the    Court         of Appeals              and

                        the    Supreme Court of Texas                                 meritless          petitions          for writ            of    mandamus


              Mr     Holmes      may     be asked              to   render an opinion                     as    to         total    amount             that    would
              be     reasonable      attorneys                 fee     for the             legal    services          rendered             to        the   Executor

              for the   prosecution         of the claims                    asserted            by her         The        total    amount                 however
              cannot    be    determined             until the          time of trial




FIRST   AMENDED    DISCLOSURES            OF JAMES                   THOMAS DORSEY                             INDEPENDENT
EXECUTOR    OF THE ESTATE          OF    DOROTHY                    LOUISE             LONGORIA DECEASED                                                      Page      23




                                                                                                                                                                              01681
                 Mr      Holmes            also
                                                      may be        asked         to   consider              and    to    opine as         to    the validity                of the

                 expert        testimony               if    any     offered           by Shelby               Longoria              in   this     civil        action            with

                 regard         to    legal       services           rendered               or    litigation             expenses           incurred                 including

                 legal        services           rendered           or     litigation             expenses               incurred         on      behalf             of Shelby

                 Longoria              To date               Shelby Longoria                       has not made                     proper        disclosure                 of the

                                                                    that                                            is                            offer         in    this    case
                 expert testimony                      if   any             Shelby               Longoria                planning           to




                       brief    summary                of the basis            of these            mental           impressions                  and    opinions                  is   as

                 follows             the    timing           and     content           of the           documents               filed     and/or           served            in    the

                 course of this proceeding                                Mr      Holmess                experience                  practicing            law        in     Harris


                 County Texas                    and        elsewhere          his      knowledge                   of rates         customarily charged                               by

                 attorneys            in    Harris           County          Texas               and         elsewhere              for   the      same              or    similar

                 services            and        application              of the factors                 listed in          Texas          Disciplinary                    Rule         of

                 Professional Conduct                             1.04b           Mr         Holmes            generates time records reflecting
                 the specific          amounts of time expended                                    the scrvices                rendered           and        the litigation


                 expenses            incurred            The       billing records                 may        contain         privileged           information                     but

                 it   will    be redacted               prior       to    production               in    this      case         Mr        Holmes           is   not relying

                 on     the    redacted           information               as         basis           for
                                                                                                              any    of his opinions                       The redacted

                 billing       records will be                    produced             at least         30     days       before          trial    or    by such              other

                 date    as    may         be    ordered           by the Court or as the parties may agree



                 Mr      Holmes             is   an    attorney           who      has       been            engaged           to    represent           the         Executor

                 Sylvia        and     Adriana               in    this    case             Mr         Holmes            has    not been               retained             by     the


                 Executor             Sylvia            or Adriana                to    serve as              an     expert           witness           and          he      is    not

                 employed             by    or    subject          to the      control             of the Executor                      Sylvia          or   Adriana


        Fourth   Designated                Expert           Witness          Christopher                           Ticknor            M.D

                 Christopher                     Ticknor            M.D
                 1202            Sonterra             Boulevard              Suite          202
                 San Antonio                 Texas           78258

                 Telephone                   210 692              7775



                 The     subject           matter       of the testimony                     of    Dr        Ticknor           will include             his      education

                 qualifications                  and        experience                 in        the     fields          of     psychiatry               and              forensic


                 psychiatry            the tasks            he has performed                       in   reaching           his       conclusions                in    this    case
                 his    opinions            and       mental         impressions                  regarding               the       testamentary                capacity               of

                 Dorothy             Louise           Longoria              and        his       review            of the           qualifications                   opinions

                 and/or        testimony               of any             expert        designated                  by    Contestant               on        the          issue        of

                 testamentary               capacity




FIRST   AMENDED         DISCLOSURES                    OF JAMES             THOMAS DORSEY                                INDEPENDENT
EXECUTOR     OF TIlE ESTATE OF                        DOROTHY               LOUISE               LONGORIA DECEASED                                                         Page        24




                                                                                                                                                                                            01682
              The     general     substance               of    Dr Ticknors                     mental        impressions               and      opinions

              include      Dr         Ticknors             conclusion                    that     based        on         reasonable              medical

                                                   Louise Longoria                   had                                                as defined            in
              probability Dorothy                                                              testamentary          capacity

              Texas       law   on         January        21 2010                   Dr         Ticknor       may         also        testify     as   to     the


              meaning and        significance              ofvarious medical records related                                    to   Dorothy          Louise

              Longoria           It        is   anticipated            that       Dr       Ticknor           will        also        testify      that       his

                                       and       experience            are    more         suitable          for    making            determinations
              qualifications

              regarding       testamentary              capacity            than those             of George                   Glass         M.D             Dr
              Ticknor      will also            respond        to    the    testimony             if   any     of George                    Glass      M.D
              and   any    of Dorothy             Louise        Longorias                 healthcare         providers                 If   Dr    Ticknor

              is   deposed      his        deposition testimony                     is
                                                                                          incorporated             herein       by reference



        4A              The     following           items have              been         provided        to reviewed                  by    or   prepared

                        by    or for the          expert in anticipation                        of the experts                testimony



                                      The       definition          of testamentary                capacity



                                      Application              for    Probate of January                     21 2010           Will and          Issuance

                                      of Letters          Testamentary                   dated    June       28 2012


                                      Preliminary              Inventory            Appraisement                   and    List       of Claims         dated

                                      August 27 2013


                                      Shelby Longorias                      Amended             Contest of2OlO Will dated August

                                      30 2013


                                      Original       Counterclaims                       of James Thomas                 Dorsey Independent
                                      Executor          of the Estate               of Dorothy           Louise          Longoria              Deceased
                                      to    Shelby        Longorias                 Amended             Contest           of 2010            Will      dated

                                      September 26 2013


                                      Original          Answer               of     James          Thomas            Dorsey                 Independent

                                      Executor            of    the        Estate         of    Dorothy            Longoria             Deceased              to


                                      Shelby        Longorias                 Amended                  Contest           of     2010        Will       dated

                                      September 26 2013



                                      Original       Answer            of Sylvia Rene                   Dorsey           to    Shelby        Longorias
                                      Amended             Contest           of 2010 Will               dated       September            26 2013


                                      Last       Will     and        Testament             of Dorothy               Louise           Longoria          dated

                                      April          1988



FIRST   AMENDED     DISCLOSURES                 OF JAMES THOMAS                      DORSEY INDEPENDENT
EXECUTOR    OF THE ESTATE             OF DOROTHY                    LOUISE          LONGORIA DECEASED                                                 Page    25




                                                                                                                                                                   01683
                           Last   Will        and     Testament           of Dorothy           Louise                   dated
                                                                                                         Longoria
                           December            112009


                      10   Last   Will        and     Testament           of Dorothy           Louise    Longoria       dated

                           January       82010

                      11   Last   Will        and     Testament           of Dorothy           Louise    Longoria       dated

                           January       21 2010


                      12   Last      Will       and     Testament                of    Dorothy         Louise     Longoria

                           purportedly signed                in   July    of   2011


                      13   Directive      to    Physicians          and    Family       or    Surrogates      Living    Will
                           signed on        February              2010


                     14    Medical       Power of Attorney                  dated      February         2010


                     15    Inpatient     Physician        Orders           No    Cardiopulmonary              Resuscitation

                           Orders      DNR          dated     November                  2011


                     16    Records       from       M.D      Anderson            Cancer       Center


                     17    Shelby       Longorias             Supplemental                  Response     to   Request      for

                           Disclosures



                     18    The    CV     of    GeorgeS Glass                M.D

                     19    Records       from       Daniela       White        M.D

                     20    Transcripts         of the depositions              of the following          witnesses



                                     James Thomas                 Dorsey
                                       Sylvia Rene        Longoria             Dorsey
                                     Adriana         Longoria            three      volumes
                                     Shelby         Longoria
                                     Zachary         Fertitta

                                     Elizabeth Dorsey                Fertitta         and

                                     Raymond           Hart


                     21    Checks       written        and        signed       by     Dorothy            Longoria       from

                           November           2009 through           July      2010



FIRST   AMENDED   DISCLOSURES    OF JAMES THOMAS                   DORSEY INDEPENDENT
EXECUTOR   OF THE ESTATE OF DOROTHY                 LOUISE        LONGORIA DECEASED                                 Page   26




                                                                                                                                 01684
                             22               The         records        of Micki            Grimland             Ph.D Bates                 labeled       SWPA
                                              0000001-S                 WPA    0000083


                             23               Affidavit of               Dr George Glass                     and



                             24                     copy        of the handwritten                   journal       of Dorothy           Longoria           Bates
                                              labeled           DORSEY             003712             DORSEY             003751


        Dr   Ticknor     may           also    review           additional         documents                depositions           medical           records and

        other    materials        as    this       case       progresses



        4B                   Dr Ticknors                       current        curriculum             vitae      was     provided             on    January        15
                             2015             It   is    incorporated          herein           by reference



        Fifth   Designated             Expert           Witness             Holly               Holmes            M.D

                             Holly                  Holmes              M.D
                             The University                       of Texas      MD           Anderson             Cancer      Center

                             1515        Holcombe                  Blvd

                             Houston                Texas          77030

                             713        792        2121



                             The        subject              matter      of the testimony                  of   Dr      Holmes          is   her education

                                                                  and                           in   the     fields     of internal               and    geriatric
                             qualifications                              experience

                             medicine her participation                                 in   the care       and    treatment        of Dorothy             Louise

                             Longoria                   the   medical       conditions for which she treated                             Dorothy Louise
                                                    her observations                  diagnoses             and    conclusions           throughout             their
                             Longoria
                             doctor-patient                       relationship               and      the       mental       status           including           the


                             testamentary                     capacity        of Dorothy             Louise          Longoria


                             The        general              substance        of the mental               impressions             and    opinions          of   Dr
                             Holmes                are        reflected       in    the       medical              records        of    Dorothy            Louise

                             Longoria                   including          but not limited             to    the     records      form        the   University

                             of Texas              MD          Anderson        Cancer              Center          These medical               records have

                             previously been                       produced        in    this      case      It is   anticipated         that       Dr Holmes
                             will also             testify that based               on       reasonable medical                   probability Dorothy

                             Louise            Longoria              had    testamentary              capacity          as   defined          in    Texas       law
                             on        January               21      2010          If    Dr        Holmes          is   deposed              her     deposition

                             testimony                  is   incorporated          herein          by reference



                             Dr        Holmes                was not       retained          by employed by                  or   otherwise             subject    to


                             the       control           of    the      Executor


FIRST   AMENDED       DISCLOSURES                        OF JAMES THOMAS                      DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE                  OF       DOROTHY             LOUISE           LONGORIA DECEASED                                             Page    27




                                                                                                                                                                        01685
         Sixth    Designated     Expert       Witness             Cezar                Iliescu          M.D

                          Cezar             Iliescu       M.D
                          The University                of Texas         MD      Anderson                Cancer           Center

                          1515      Holcombe             Blvd

                          Houston           Texas        77030
                          713    792       2121



                          The     subject         matter       of the          testimony            of    Dr        Iliescu      is    his    education

                          qualifications                and       experience                 in     the        field       of     cardiology              his

                                                  in   the care      and       treatment           of Dorothy             Louise                          the
                          participation                                                                                                 Longoria
                          medical       conditions for which he                         treated          Dorothy          Louise                          his
                                                                                                                                        Longoria
                          observations                 diagnoses           and        conclusions               throughout              their      doctor-

                          patient      relationship            and       the    mental            status including                the   testamentary

                          capacity         of Dorothy          Louise           Longoria


                          The    general substance                  of the mental impressions                              and    opinions         of   Dr
                          Iliescu      are     reflected            in    the     medical                 records          of                      Louise
                                                                                                                                  Dorothy

                         Longoria           including but not limited                         to    the    records         form       the     University
                         of Texas          MD      Anderson              Cancer        Center             These medical records have

                         previously been                produced          in    this    case        It    is   anticipated            that    Dr   iliescu

                         will also      testify        that based          on reasonable                 medical          probability Dorothy
                         Louise                          had                                                    as defined                   Texas
                                       Longoria                   testamentary               capacity                                  in               law
                         on January          212010            If   Dr     Iliescu       is
                                                                                                  deposed           his   deposition testimony
                         is    incorporated            herein by reference



                         Dr     Iliescu      was not          retained          by employed                    by    or    otherwise          subject      to


                         the    control      of the Executor




        Seventh    Designated       Expert         Witness               Randal              Weber             M.D

                         Randal             Weber         M.D
                         The     University            of Texas          MD      Anderson               Cancer         Center

                         1515     Holcornbe             Blvd

                         Houston           Texas        77030
                         713    792    2121



                         The     subject       matter         of the       testimony               of    Dr Weber                is   his     education

                         qualifications and                experience            in    the    field      ofhead and neck                     surgery      his

                         participation            in   the care     and    treatment               ofDorothy              Louise       Longoria           the

                         medical       conditions for which he                         treated          Dorothy Louise Longoria                           his



FIRST   AMENDED      DISCLOSURES             OF JAMES           THOMAS DORSEY INDEPENDENT
EXECUTOR     OF THE ESTATE            OF    DOROTHY            LOUISE            LONGORIA                 DECEASED                                 Page    28




                                                                                                                                                                01686
                               observations              diagnoses               and        conclusions                       throughout               their          doctor-


                                          relationship              and        the     mental          status                including           the    testamentary
                               patient

                               capacity         of Dorothy           Louise            Longoria


                           The         general     substance              of the mental                  impressions                      and     opinions            of    Dr
                           Weber           are     reflected              in    the        medical                  records               of      Dorothy             Louise

                           Longoria             including but not limited                              to the            records form               the      University

                               of Texas        MD    Anderson                  Cancer         Center                These            medical           records have

                           previously been                produced               in    this    case           It        is   anticipated            that     Dr       Weber

                           will also        testify      that based                  on reasonable                  medical              probability Dorothy

                           Louise         Longoria            had     testamentary                  capacity                  as defined               in   Texas           law
                           on January 21 2010                        If   Dr         Weber        is     deposed                  his    deposition testimony

                           is    incorporated            herein by reference



                           Dr      Weber          was not       retained               by employed                           by     or    otherwise              subject      to


                           the     control        of the Executor



              Reservation                of Right        To     Call           Experts         Designated                      by        Other      Parties                 The

              Executor           hereby cross-designates                         each       and     every person designated                                      in   the past


              or    in   the     future      by    another party                 to this       civil          action           to    be          testifying           expert

              and    the       Executor         reserves the right                    to   elicit      opinions                from such            experts           on    any

              subject          matter     for     which they were designated                                       to    testify for             any    other         party



              Reservation                of Right        To     Call           Rebuttal           Experts                      In    the       event        that      Shelby

              designates one               or   more expert witnesses                          the       Executor                   reserves        the right          to   call


              one    or    more experts             in   same       fields to critique                    and           to rebut          the    expert testimony

              presented by               Shelby




              Reservation              ofRights          To Designate and To                         Call          Additional               Expert Witnesses

              As of        the     time of this response                        it    has not been                  decided              whether            or   not other

              expert       witnesses             will    be     called           to    testify           on        behalf           of the         Executor                 The

             Executor            reserves the rights                 to    amend            and     to    supplement                      this
                                                                                                                                                  response            as    may
             be     necessary



                           Any         witness      statements                  described                in    Rule 192.3h



             Response


             The Executor                 refers    to    the       depositions              upon         oral           examination                that     have          been

             taken        in    this   case all of which were                          attended by                  at       least   one        attorney         of record

             for    Shelby and             the    affidavits          which have                  been         filed in the               record for this case



FIRST   AMENDED     DISCLOSURES                   OF JAMES            THOMAS DORSEY                 INDEPENDENT
EXECUTOR    OF THE ESTATE                 OF    DOROTHY              LOUISE                LONGORIA DECEASED                                                          Page    29




                                                                                                                                                                                   01687
                  Other than those depositions                             and     affidavits           the    Executor        does not have         what
                  he     understands             to        be       witness             statement              within    the                   of    RLIIC
                                                                                                                                meaning
                  192.3h            but   he does have              copies of letters ernails                    notes    and     other      documents
                  written       by people             who        are     likely    to     be    called     as    witnesses       in   this    case     Al
                  such    items of which                   the    Executor              aware      have        already been
                                                                                   is
                                                                                                                                  produced          by the

                  parties      to    this      case



                  the    name             address           and telephone                  number              of any    person        who may         be

                  designated              as     responsible               third party



                  Response


                  Contestant          has filed motions                    to                       James Thomas
                                                                                 designate                                     Dorsey Raymond
                 Hart Sylvia Dorsey and Adriana Longoria                                          as    responsible      parties       The Executor
                 does not believe                that                             these        four people as responsible               third parties
                                                            designating
                 is
                       proper        and       the     Executor           is    not     aware      of any        other    person        who may        be

                 properly designated                       as     responsible             third    party



           RESERVATION                      OF RIGHTS                  TO      AMEND AND TO SUPPLEMENT

         The    Executor        reserves              the       rights     to     amend           and     to    supplement            the    foregoing
disclosures or any part             thereof           in   accordance            with Texas             law


        DATED           June          2015




FIRST   AMENDED        DISCLOSURES                OF JAMES THOMAS                          DORSEY              INDEPENDENT
EXECUTOR       OF THE ESTATE OF DOROTHY                                  LOUISE LONGORIA                       DECEASED                         Page   30




                                                                                                                                                             01688
                                           Respectfully        submitted




                                           /s/Shannon          L.K Welch
                                           James Austin        Fisher

                                             State   Bar of Texas          Number 07051650
                                             email        jfisher@fisherwelch.com

                                           Shannon L.K Welch
                                             State   Bar of Texas          Number 90001699
                                             email        swelch@fisherwelch.com

                                           FISHER         WELCH
                                             Professional         Corporation
                                           Ross Tower          Suite    2800
                                           500    North   Akard        Street

                                           Dallas    Texas      75201

                                           Telephone           214.661.9400

                                           Facsimile           214.661.9404



                                                 Wesley   Holmes
                                             State   Bar of Texas         Number 09908495
                                             email        wes@wesholmes.com
                                           THE HOLMES           LAW FIRM
                                           10000     North     Central Expressway      Suite   400
                                           Dallas    Texas     75231

                                           Telephone           214.890.9266

                                           Facsimile           214890.9295


                                           ATTORNEYS FOR
                                           ADRIANA LONGORIA
                                           SYLVIA DORSEY AND
                                           JAMES THOMAS DORSEY
                                           INDIVIDUALLY AND AS
                                           INDEPENDENT EXECUTOR                       OF THE
                                           ESTATE         OF   DOROTHY LOUISE
                                           LONGORIA DECEASED




FIRST   AMENDED   DISCLOSURES    OF JAMES THOMAS          DORSEY        INDEPENDENT
EXECUTOR    OF THE ESTATE   OF   DOROTHY   LOUISE LONGORIA               DECEASED              Page   31




                                                                                                           01689
                                            CERTIFICATE OF SERVICE


             hereby certify        that   on     June    82015                true    and   correct     copy   of   this   document     was
 served on      Shelby     Longoria          through       his    attorneys          of record        named    below       in the   manner
 indicated    and   in    compliance        with Texas            law



         Johnny            Carter      Richard              Hess        and     Kristen Schlemmer

         Susman          Godfrey     L.L.P

         1000    Louisiana         Street        Suite   5100

         Houston          Texas    77002

         BY EMAIL           TOjcarter@susmangodfrey.com                                rliess@susrn angodfrey              corn   and
         ksch   lernrn    er@susrn     angodfrey           corn




         Robert           Macintyre         Jr

         Maclntyre         McCulloch           Stanfield      Young
         2900 Weslayan             Suite         50

         Houston         Texas     77027
         BYEMAIL           TO macintyre@mrnlawtexas.com




                                                                        /s/Shannon            Lii Welch
                                                                         Shannon L.K Welch




FIRST   AMENDED          DISCLOSURES              OF JAMES         THOMAS             DORSEY INDEPENDENT
EXECUTOR        OF THE ESTATE             OF     DOROTHY           LOUISE            LONGORIA DECEASED                              Page 32




                                                                                                                                              01690
01691
                                      BANAMEX   ACCOUNT      NO

      Date   Withdrawals     Pesos          Exchange        Rate   Withdrawals     Dollars
3/18/2005              $16928.84                  0.0894966                       $1515.07


4/15/2005              $15190.00                0.090185354                       $1369.92
4/15/2005              $35860.00                0.090185354                       $3234.05
4/20/2005              $16928.84                0.090394207                       $1530.27


 5/4/2005            $330188.68                 0.091013652                      $30051.68
 5/5/2005            $451189.50                 0.091334478                      $41209.16
 5/5/2005            $660377.36                 0.091334478                      $60315.22
 5/5/2005            $566037.74                 0.091334478                      $51698.76
5/13/2005                  $1210.00             0.090717504                        $109.77

5/20/2005             $16928.84                  0.09115308                       $1543.12
5/27/2005            $660377.36                 0.091859657                      $60662.04


 6/9/2005            $283018.86                 0.091953116                      $26024.47
6/21/2005             $16928.84                 0.092677952                       $1568.93
6/30/2005                     $0.62             0.092820649                          $0.06

6/30/2005                     $0.06             0.092820649                          $0.01



7/14/2005             $16928.84                 0.094052247                       $1592.20



8/18/2005             $16928.84                 0.093857938                       $1588.91

8/19/2005          $1782000.00                  0.092943352                 $165625.05

8/19/2005          $1637820.00                  0.092943352                 $152224.48
8/19/2005            $144180.00                 0.092943352                      $13400.57
8/30/2005            $343053.18                 0.092267609                  $31652.70




                                                     Page
                                       BANAMEX   ACCOUNT      NO

       Date   Withdrawals     Pesos                          Rate   Withdrawals
                                             Exchange                               Dollars
 8/30/2005             $85763.29                 0.092267609                       $7913.17
 8/30/2005            $128644.94                 0.092267609                      $11869.76
 8/30/2005            $325900.52                 0.092267609                      $30070.06
 8/30/2005            $643224.70                 0.092267609                      $59348.80
 8/30/2005            $171526.59                 0.092267609                      $15826.35
 8/30/2005            $814751.29                 0.092267609                      $75175.15
 8/30/2005            $600345.05                 0.092267609                      $55392.40
 8/30/2005            $857632.93                 0.092267609                      $79131.74


 9/19/2005             $16928.24                 0.092098658                       $1559.12
 9/23/2005          $2000000.00                   0.09223452                  $184469.04
 9/26/2005            $643224.70                 0.092033449                      $59198.19
 9/26/2005            $814751.29                 0.092033449                      $74984.37
 9/26/2005            $343053.17                 0.092033449                      $31572.37
 9/26/2005             $85763.29                 0.092033449                       $7893.09
 9/26/2005            $128644.94                 0.092033449                      $11839.64
 9/27/2005            $325900.51                 0.091869359                      $29940.27
 9/27/2005            $600343.05                 0.091869359                      $55153.13

 9/28/2005                  $3213.40             0.092187623                        $296.24

 9/28/2005            $857632.93                 0.092187623                      $79063.14


10/20/2005             $16928.84                 0.092210049                       $1561.01
10/28/2005          $3842195.53                  0.092240886                 $354407.52
10/31/2005            $857632.93                 0.092684435                      $79489.22

10/31/2005            $171526.59                 0.092684435                      $15897.85
10/31/2005            $600343.05                 0.092684435                      $55642.46




                                                      Page
                                     BANAMEX   ACCOUNT      NO

       Date   Withdrawals   Pesos          Exchange        Rate   Withdrawals     Dollars
10/31/2005            $814751.29               0.092684435                      $75514.76
10/31/2005            $343053.17               0.092684435                      $31795.69
10/31/2005              $85763.29              0.092684435                       $7948.92
10/31/2005            $128644.94               0.092684435                      $11923.38
10/31/2005            $325900.51               0.092684435                      $30205.90
10/31/2005            $643224.70               0.092684435                      $59616.92


 11/1/2005            $814751.29               0.092858225                      $75656.36
 11/1/2005            $643224.70               0.092858225                      $59728.70
 11/1/2005            $857632.92               0.092858225                      $79638.27
 11/1/2005            $325900.51               0.092858225                      $30262.54
 11/1/2005            $600343.05               0.092858225                      $55746.79
 11/4/2005              $85763.29               0.09304409                       $7979.77
 11/4/2005            $128644.94                0.09304409                      $11969.65
 11/4/2005            $343053.17                0.09304409                      $31919.07
 11/9/2005            $293332.95               0.093317797                      $27373.18

11/14/2005              $57177.13              0.093597791                       $5351.65
11/21/2005              $16928.84              0.093990907                       $1591.16

11/30/2005                   $0.62             0.094546798                           $0.06

11/30/2005                   $0.06             0.094546798                           $0.01



 12/2/2005             $85763.28               0.095639135                       $8202.33

 12/2/2005            $343053.17               0.095639135                      $32809.31
 12/2/2005            $128644.94               0.095639135                      $12303.49
 12/2/2005             $85763.28               0.095639135                       $8202.33
 12/2/2005            $857632.82               0.095639135                      $82023.26




                                                    Page
                                    BANAMEX   ACCOUNT      NO

       Date   Withdrawals   Pesos                         Rate
                                          Exchange               Withdrawals     Dollars
 12/2/2005            $600343.05              0.095639135                      $57416.29
 12/2/2005            $814751.29              0.095639135                      $77922.11
 12/2/2005            $643224.70              0.095639135                      $61517.45
 12/7/2005            $857632.93              0.095651284                      $82033.69
 12/7/2005            $128644.94              0.095651284                      $12305.05
 12/7/2005              $85763.29             0.09565 1284                      $8203.37
 12/7/2005              $85763.29             0.095651284                       $8203.37
 12/7/2005            $343053.17              0.095651284                      $32813.48
 12/7/2005            $600343.05              0.095651284                      $57423.58
 12/7/2005            $643224.70              0.095651284                      $61525.27
 12/7/2005            $814751.29              0.095651284                      $77932.01
 12/9/2005            $502560.00              0.093992978                      $47237.11
12/14/2005             $16928.84               0.09302667                       $1574.83
12/19/2005            $140000.00              0.093294661                      $13061.25
12/29/2005            $500000.00              0.093467862                      $46733.93
12/29/2005            $400000.00              0.093467862                      $37387.14
12/30/2005            $400000.00              0.094081982                      $37632.79
12/30/2005            $382311.00              0.094081982                      $35968.58


 1/19/2006             $16928.84              0.094795319                       $1604.77


  2/8/2006            $750000.00               0.09497466                  $71230.99
 2/20/2006             $16928.84               0.09583901                       $1622.44
 2/22/2006            $400000.00              0.095348301                  $38139.32
 2/23/2006            $350000.00              0.095201724                  $33320.60




                                                   Page
                                      BANAMEX ACCOUNT     NO

      Date   Withdrawals     Pesos          Exchange     Rate   Withdrawals     Dollars
3/10/2006            $377358.49              0.093423046                      $35253.98
3/10/2006              $16928.84             0.093423046                       $1581.54
3/16/2006              $12000.00             0.094141488                       $1129.70
3/17/2006                  $1872.30          0.093466733                        $175.00

3/17/2006              $16928.84             0.093466733                       $1582.28
3/27/2006            $330188.67              0.091405861                      $30181.18


 4/6/2006            $150000.00              0.090259821                      $13538.97
4/19/2006              $16928.84             0.090937984                       $1539.47
4/21/2006            $760000.00              0090298815                       $68627.10

4/21/2006           $2000008.20              0.090298815                  $180598.37
4/24/2006           $1900000.00              0.090337174                  $171640.63

4/27/2006              $11145.00             0.090116813                       $1004.35



 5/9/2006            $200000.00              0.091465839                      $18293.17
 5/9/2006                  $1000.00          0.091465839                         $91.47

5/18/2006              $16928.84             0.089091593                       $1508.22

5/22/2006              $25000.00             0.088609071                       $2215.23

5/23/2006              $10000.00             0.089417004                        $894.17

5/25/2006              $66000.00             0.08937723                        $5898.90

5/25/2006              $66000.00             0.089377236                       $5898.90




                                                  Page
                                       BANAMEX ACCOUNT     NO

       Date   Wfthdrawals     Pesos          Exchange     Rate   Withdrawals     bollarsj

                                                                                            Missing    daily

                                                                                            transactions       part of this

                                                                                            statement          Value   is
                                              0.088639888
                                                                                            estimated by monthly

                                                                                            exchange     rate    instead    of
   6//2006             $46928.84                                                $4159.77    daily




 7/21/2006             $16928.84              0.091660194                       $1551.70


 8/21/2006             $16928.84              0.092534045                       $1566.49


 9/11/2006                  $4446.67          0.090366588                        $401.83

 9/19/2006             $16928.84              0.091414876                       $1547.55
 9/28/2006            $700000.00               0.09049115                      $63343.81
 9/28/2006            $170000.00               0.09049115                      $15383.50
 9/28/2006            $150000.00               0.09049115                      $13573.67
 9/28/2006            $200000.00               0.09049115                      $18098.23
 9/28/2006            $200000.00               0.09049115                      $18098.23
 9/28/2006            $250000.00               0.09049115                      $22622.79


 10/2/2006          $1000000.00               0.091161747                      $91161.75
 10/5/2006          $1050000.00               0.090773917                      $95312.61
 10/5/2006             $50000.00              0.090773917                       $4538.70
10/18/2006             $16928.84               0.09241388                       $1564.46
10/19/2006            $250000.00              0.092588597                  $23147.15
10/20/2006          $1000000.00                0.09241108                  $92411.08




                                                   Page
                                       BANAMEX   ACCOUNT      NO

       Date   Withdrawals     Pesos          Exchange        Rate   Withdrawals     Dollars
10/20/2006            $200000.00                  0.09241108                      $18482.22
10/20/2006            $700000.00                  0.09241108                      $64687.76
10/26/2006            $150000.00                 0.093187031                      $13978.05
10/30/2006                  $5000.00             0.092924998                        $464.62
10/31/2006                     $0.62             0.092869876                           $0.06
10/31/2006                     $0.06             0.092869876                           $0.01



 11/7/2006          $1050000.00                  0.092496987                      $97121.84
 11/7/2006            $170000.00                 0.092496987                      $15724.49
11/10/2006            $146874.38                 0091606048                       $13454.58
11/22/2006              $16928.84                0.091154124                       $1543   13

11/22/2006            $300000.00                 0.091154124                      $27346.24
11/23/2006            $400000.00                 0.091167481                      $36466.99
11/23/2006            $500000.00                 0.091167481                      $45583.74
11/23/2006            $200000.00                 0.091167481                      $18233.50
11/23/2006          $1000000.00                  0.091167481                      $91167.48
11/23/2006            $700000.00                 0.091167481                      $63817.24
11/23/2006            $340000.00                 0.091167481                      $30996.94
11/24/2006            $700000.00                 0.09070996                       $63496.98
11/24/2006          $1000000.00                  0.090709967                      $90709.97
11/30/2006                     $1.86             0.090926298                          $0.17

11/30/2006                     $o   18           0.090926298                          $0.02

11/30/2006            $350000.00                 0.090926298                      $31824.20


 12/5/2006          $2100000.00                  0.091841997                 $192868.19
12/20/2006             $16928.84                  0.09247769                       $1565.54




                                                      Page
                                       BANAMEXACCOLJNT      NO

       Date   Withdrawals     Pesos          Exchange      Rate   Withdrawals     Dollars
12/22/2006            $150000.00               0.092098006                      $13814.70
12/22/2006            $350000.00               0.092098006                      $32234.30
12/22/2006          $1050000.00                0.092098006                      $96702.91
12/22/2006            $200000.00               0.092098006                      $18419.60
12/22/2006            $340000.00               0.092098006                      $31313.32
12/27/2006            $250000.00               0.091898939                      $22974.73
12/27/2006            $400000.00               0.091898939                      $36759.58
12/27/2006          $1000000.00                0.091898939                      $91898.94
12/27/2006            $700000.00               0.091898939                      $64329.26
12/27/2006            $25oooooo                0.091898939                      $22974.73
12/27/2006            $150000.00               0.091898939                      $13784.84
12/27/2006          $1000000.00                0.091898939                      $91898.94
12/27/2006          $1050000.00                0.091898939                      $96493.89
12/28/2006            $700000.00               0.091951508                      $64366.06
12/29/2006                     $3.10           0.092591641                          $0.29

12/29/2006                     $0.31           0.092591641                          $0.03



 1/12/2007             $34241.99               0.091076353                       $3118.64
 1/15/2007             $34000.00               0.091399775                       $3107.59


  2/9/2007                  $9769.50           0.091278396                        $891.74

 2/14/2007          $2500000.00                0.091597187                 $228992.97
 2/14/2007             $51991.82               0.091597187                       $4762.30
 2/14/2007            $245779.00               0.091597187                      $22604.25
 2/14/2007            $295549.00               0.091597187                      $27071.46
 2/14/2007            $349076.40               0.091597187                  $31974.42




                                                    Page
                                      BANAMEX ACCOUNT     NO

      Date   Withdrawals     Pesos          Exchange     Rate   Withdrawals     Dollars
2/28/2007                     $6.00          0.089626167                          $0.54

2/28/2007                     $0.60          0.089626167                          $0.05



3/30/2007                     $1.24            0.09053237                         $0.11

3/30/2007                     $0.12            0.09053237                         $0.01

3/30/2007                   $150.00            0.09053237                        $13.58

3/30/2007                    $15.00            0.09053237                         $1.36



4/30/2007                   $150.00          0.091515002                         $13.73

4/30/2007                    $15.00          0.091515002                          $1.37



5/31/2007                     $1.24          0.093122836                          $0.12

5/31/2007                     $0.12          0.093122836                          $0.01

5/31/2007                  $9200.00          0.093122836                        $856.73

5/31/2007                     $6.00          0.093122836                          $0.56

5/31/2007                     $0.60          0.093122836                          $0.06

5/31/2007                   $150.00          0.093122836                         $13.97

5/31/2007                    $15.00          0.093122836                          $1.40



6/29/2007                   $103.75          0.092667499                          $9.61

6/29/2007                    $10.37          0.092 667499                         $0.96



    7//07                                                                                 STATEMENT   MISSING

    8//07                                                                                 STATEMENT   MISSING



 9/5/2007            $444000.00              0.090187287                      $40043.16




                                                  Page
                                       BANAMEX ACCOUNT    NO

       Date   Withdrawals     Pesos          Exchange    Rate   Withdrawals     Dollars
  9/5/2007            $322200.00              0.090187287                     $29058.34
  9/5/2007            $227325.00              0.090187287                     $20501.83
  9/5/2007            $317585.00              0.090187287                     $28642.13
  9/5/2007              $32814.00             0.090187287                      $2959.41
  9/5/2007            $332250.00              0.090187287                     $29964.73
  9/5/2007              $54200.00             0.090187287                      $4888.15
  9/7/2007           $1110834.65              0.089868318                     $99828.84
 9/10/2007              $12359.68             0.089698161                      $1108.64
 9/10/2007              $91650.00             0.089698161                      $8220.84
 9/10/2007                  $4007.00          0.089698161                       $359.42

 9/19/2007          $2000000.00               0.091011842                 $182023.68
 9/24/2007          $2240000.00               0.091416951                 $204773.97
 9/24/2007          $2240000.00               0.091416951                 $204773.97


10/31/2007          $3053070.00               0.093433513                 $285259.05
10/31/2007          $3083802.00               0.093433513                 $288130.45
10/31/2007          $4913207.00               0.093433513                 $459058.19
10/31/2007          $4009800.00               0.093433513                 $374649.70



                                                                                          Missing    daily

                                                                                          transactions       part of this

                                                                                          statement          Value   is




                                                                                          estimated by monthly

                                                                                          exchange     rate instead       of

    11//07          $7729862.79               0.093737606                $724578.83       daily




                                                  Page   10
                                    BANAMEX   ACCOUNT         NO

       Date   Withdrawals   Pesos         Exchange       Rate      Withdrawals     Dollars
 12/4/2007          $1200000.00               0.091675567                    5110010.68
 12/4/2007            $235049.05              0.091675567                        $21548.25
 12/4/2007          $1264150.94               0.091675567                    $115891.75
 12/4/2007            $603773.58              0.091675567                        $55351.29
 12/4/2007            $745283.02              0.091675567                        $68324.24
 12/5/2007            $306603.77              0.092137913                        $28249.83
 12/5/2007            $745283.02              0.092137913                        $68668.82
 12/5/2007            $235849.06              0.092137913                        $21730.64
 12/6/2007            $603773.58              0.092292979                        $55724.06
 12/6/2007            $236849.06              0.092292979                        $21859.51
 12/6/2007            $745283.02              0.092292979                        $68784.39
 12/6/2007            $632075.47              0.092292979                        $58336.13
12/11/2007            $745283.02              0.092588392                        $69004.56
12/14/2007            $306603.77              0.092368839                        $28320.63
12118/2007          $3792452.83               0.092077484                   $349199.51
12/18/2007          $1528301.89               0.092077484                   $140722.19
12/18/2007          $1886792.45               0.092077484                   $173731.10
12/18/2007            $943396.20              0.092077484                        $86865.55
12/18/2007          51400000.00               0.092077484                   $128908.48
12/18/2007          $2991132.04               0.092077484                   $275415.91
12/18/2007          $2641509.40               0.092077484                   $243223.54
12/19/2007            $951000.00              0.092196736                    $87679.10
12/20/2007          $3000000.00               0.092237059                   $276711.18
12/20/2007          51090000.00               0.092237059                   $100538.39
12/20/2007          $1090000.00               0.092237059                   $100538.39
12/20/2007            5857632.93              0.092237059                    579105.54




                                                  Page   11
                                     BANAMEX ACCOUNT        NO

       Date   Withdrawals   Pesos          Exchange    Rate      Withdrawals     Dollars
12/20/2007          $1254150.94             0.092237059                    $115679.19
12/20/2007            $910377.36            0.092237059                        $83970.53
12/20/2007            $600000.00            0.092237059                        $55342.24
12/20/2007            $745283.02            0.092237059                        $68742.71
12/20/2007            $235649.06            0.092237059                        $21735.58
12/24/2007          $1029159.51             0.092508646                        $95206.15


 1/30/2008            $745283.02            0.092296063                        $68786.69
 1/30/2008            $428816.47            0.092296063                        $39578.07
 1/30/200             $600000.00            0.092296063                        $55377.64
 1/30/2008          $1264150.94             0.092296063                   $116676.15
 1/30/2008            $235849.06            0.092296063                        $21767.94
 1/31/2008            $745283.02            0.092425223                        $68882.95
 1/31/2008            $428816.47            0.092425223                        $39633.46
 1/31/2008            $910377.36            0.092425223                        $84141.83


     21/OS                   $0.00                                                 $0.00

     31108                   $0.00                                                 $0.00

 4/10/2008             $20000.00            0.094793655                         $1895.87
 4/16/2008            $180000.00            0.095578826                        $17204.19
 4/25/2008            $849056.60            0.095529704                        $81110.13

 4/30/2008          $1037735.85             0.095152532                        $98743.19


  5/2/2008            $377358.49            0.095646975                        $36093.20
  5/2/2008            $377358.49            0.095646975                        $36093.20
  5/2/2008          $1886792.45             0.095646975                   $180465.99




                                                Page   12
                                       BANAMEX   ACCOUNT     NO

       Date   Withdrawals     Pesos          Exchange       Rate   Withdrawals     Dollars
  5/2/2008            $943396.23                 0.095646975                     $90233.00


 6/17/2008                  $7566.00             0.096949296                       $733.52
 6/24/2008                  $4000.00             0.097137584                       $388.55
 6/24/2008                  $2500.00             0.097137584                       $242.84



     7//08                     $0.00                                                 $0.00
 8/19/2008              $25000.00                0.098154035                      $2453.85
 8/28/2008             $77000.00                 0.097999057                      $7s4s.3


  9/1/2008          $2215035.53                  0.096643994                 $214069.88
  9/1/2008          $2200000.00                  0.096643994                 $212616.79

  9/1/2008          $2220000.00                  0.096643994                 $214549.67

  9/4/2008          $2000000.00                    0.0955293                 $191058.60
  9/4/2008          $2002068.50                    0.0955293                 $191256.20

  9/4/2008          $2000000.00                    0.0955293                 $191058.60

  9/5/2008          $3600000.00                   0.09528028                 $343009.01
  9/5/2008          $2000000.00                   0.09528028                 $190560.56

  9/5/2008          $3600000.00                   0.09528028                 $343009.01
  9/5/2008             $10825.78                  0.09528028                     $1031.48

 9/10/2008             $50000.00                 0.094388457                     $4719.42

 9/18/2008             $80000.00                 0.09215 1537                    $7372.12



10/31/2008                     $1.86             0.078904629                         $0.15

10/31/2008                     $0.18             0.078904629                         $0.01




                                                     Page   13
                                     BANAMEX   ACCOUNT         NO

       Date   Withdrawals   Pesos                         Rate      Withdrawals
                                           Exchange                                Dollars
    111108                   $0.00                                                    $0.00
12/16/2008           $4802590.37               0.075665004                    $363388.02
12/17/2008           $1647524.00               0.075937512                    $125108.87


 1/15/2009              $87000.00              0.070625161                        $6144.39


     21109                   $0.00                                                   $0.00
  3/3/2009              $80000.00              0.065168528                        $5213.48
 3/31/2009                   $0.62             0.070393833                           $0.04

 3/31/2009                   $0.06             0.070393833                           $0.00



 4/30/2009                   $o62                0.0724446                           $0.04

 4/30/2009                   $0.06               0.0724446                           $0.00



     5//09                   $0.00                                                   $0.00

     6//09                   $0.00                                                   $0.00

                                                                                              Missing    daily


                                                                                              transactions       part of this

                                                                                              statement          Value   is




                                                                                              estimated by monthly

                                                                                              exchange     rate instead       of

     71109              $11152.24              0.076331754                         $851.27    daily




 8/31/2009                   $1.24             0.074977588                           $0.09

 8/31/2009                   $0.12             0.074977588                           $0.01

 8/31/2009             $14438.81               0.074977588                        $1082.59




                                                   Page   14
                                       BANAMEX   ACCOUNT     NO

       Date   Withdrawals     Pesos          Exchange       Rate   Withdrawals    Dollars


     91109                     $0.00                                                $0.00
10/30/2009                     $0.62             0.076007132                        $0.05

10/30/2009                     $0.06             0.076007132                        $0.00



11/30/2009                     $2.48             0.077408228                        $0.19

11/30/2009                     $0.24             0.077408228                        $0.02



                                                                                            Missing daily

                                                                                            transactions    part of this

                                                                                            statement      Value   is


                                                                                            estimated by monthly

                                                                                            exchange    rate instead    of


    12//09              $13212.30                0.077785256                     $1027.72   daily




     1//10                     $0.00                                                $0.00

 2/10/2010                  $9275.00             0.076607076                      $710.53



 3/25/2010                   $222.00             0.080039004                       $17.77

 3/31/2010                    $10.00             0.081293487                        $0.81

 3/31/2010                     $1.10             0.081293487                        $0.09



     41110                     $0.00                                                $0.00

     51110                     $0.00                                                $0.00

     6//10                     $0.00                                                $0.00

     7//10                     $0.00                                                $0.00




                                                     Page   15
                                       BANAMEX   ACCOUNT     NO

       Date   Withdrawals     Pesos          Exchange       Rate   Withdrawals     Dollars
     81/lU                                                                                    STATEMENT   MISSING

                                                                                              STATEMENT   MISSING
   10//10                      $0.00                                                  $0.00
   111/lU                      $0.00                                                 $0.00
12/20/2010             $11276.56                 0.080558385                       $908.42



     11111                     $0.00                                                  $0.00
 2/11/2011          $2857142.85                  0.082857639                 $236736.11
 2/14/2011            $952380.95                 0.083018128                     $79064.88
 2/28/2011                     $1.86             0.082549386                         $0.15

 2/28/2011                     $0.20             0.082549386                          $0.02

 2/28/2011                    $24.00             0.082549386                          $1.98

 2/28/2011                     $2.64             0.082549386                         $0.22



     3//li                     $0.00                                                 $0.00

     47/il                     $0.00                                                 $0.00

     51/li                     $0.00                                                 $0.00

     61/li                     $0.00                                                 $0.00

     7//il                     $0.00                                                 $0.00

     81/il                     $0.00                                                 $0.00

 9/12/2011                  $8486.00             0.078277219                       $664.26

 9/30/2011                    $12.00             0.072619447                         $0.87

 9/30/2011                     $1.32             0.072619447                         $0.10



   107/il                      $0.00                                                 $0.00

   111/li                      $0.00                                                 $0.00




                                                     Page   16
                                       BANAMEX   ACCOUNT         NO

       Date   Withdrawals     Pesos          Exchange       Rate      Withdrawals    Dollars
 12/9/2011              $11975.69                0.073448392                         $879.60
12/30/2011                    $12.00             0.071662224                           $0.86
12/30/2011                     $1.32             0.071662224                           $0.09

                                                                                       $0.00



 1/23/2012              $79410.00                0.076053019                        $6039.37
 1/31/2012                    $12.00             0.076682584                           $0.92

 1/31/2012                     $1.32             0.076682584                           $0.10



  2/7/2012              $76050.00                1079161481                         $6020.23
 2/29/2012                    $12.00             0.078150624                           $0.94

 2/29/2012                     $1.32             0.078150624                           $0.10



  3/5/2012              $76920.00                0.077973108                        $5997.69
  3/5/2012                  $1063.00             0.077973108                          $82.89

 3/30/2012                    $24.00             0.078036978                           $1.87

 3/30/2012                     $2.64             0.078036978                           $0.21



  4/9/2012             $77895.00                 0.076971936                        $5995.73
 4/16/2012                  $4235.79             0.075607558                         $320.26




   TOTALS         $183452714.49                                             $16888823.95




                                                     Page   17
01709
              BANAMEXACCOUNTNO


       Date    Withdrawals    Dollars                   Monthly Totals

 12/6/1999                   $3000.00

                                                             $3000.00

  1/6/2000                   $3000.00

                                                             $3000.00

  2/7/2000                   $3000.00

                                                             $3000.00

  3/6/2000                   $3000.00
3/24/2000                    $2000.00

                                                             $5000.00

  4/6/2000                   $5000.00
  4/6/2000                   $3000.00
4/28/2000                    $1417.00

                                                             $9417.00

  5/4/2000                   $3000.00

                                                             $3000.00

  6/5/2000                   $3000.00
                                                             $3000.00

  7/3/2000                   $3000.00

                                                             $3000.00

 8/4/2000                    $3000.00

                                                             $3000.00

 9/5/2000                    $3000.00

                                                             $3000.00

10/5/2000                    $3000.00

                                                             $3000.00

11/6/2000                    $3000.00

                                                             $3000.00

12/5/2000                    $3000.00

                                                             $3000.00

 1/4/2001                    $3000.00

                                                             $3000.00

    2//01                        $0.00

                                                                 $0.00

 3/5/2001                    $3000.00
3/20/2001                    $2000.00

                                                             $5000.00

                                         STATEM

    41101                                   MISSING

                                         STATEM   ENT
    51/Ui                                   MISSING

                                         STATEMENT

    61/Ui                                   MISSING




                              Page




                                                                         01710
              BANAMEX ACCOUNT        No

       Date    Withdrawals    Dollars                              Monthly Totals

                                                  STATEMENT

     71/Ui                                            MISSING



  8/5/2001                   $3000.00
                                                                        $3000.00

  9/4/2001                   $3000.00
                                                                        $3000.00

 10/4/2001                   $3000.00

10/16/2001                   $4000.00
                                                                        $7000.00



 11/5/2001                   $3000.00
                                                                        $3000.00
                                          All              rates
                                                exchange

                                                from this date

                                                 forward   were

                                            referenced     from

 12/6/2001                   $3000.00                  xe.com
                                                                        $3000.00

                                                  STATEM    ENT

     11102                                            MISSING



  2/6/2002                   $3000.00

2/26/2002                     $600.00

                                                                        $3600.00

  3/5/2002                   $3000.00

  3/5/2002                    $600.00

                                                                        $3600.00

  4/4/2002                   $3000.00

  4/4/2002                    $600.00

4/16/2002                    $1000.00

                                                                        $4600.00

  5/6/2002                   $3600.00
                                                                        $3600.00

                                                  STATEM    ENT

    6//02                                             MISSING



  7/5/2002                   $3600.00
                                                                        $3600.00

 8/5/2002                    $3600.00
                                                                        $3600.00

  9/5/2002                   $3600.00
9/17/2002                $10000.00




                              Page




                                                                                    01711
              BANAMEX ACCOUNT


       Date    Withdrawals    Dollars                   Monthly Totals

                                                           $13600.00

 10/4/2002                   $3600.00
                                                             $3600.00

 11/5/2002                   $3600.00
                                                             $3600.00

 12/5/2002                   $3600.00

12/24/2002               $10200.00
                                                           $13800.00

  1/6/2003                   $3600.00

                                                             $3600.00

  2/4/2003                   $3600.00

                                                             $3600.00

  3/6/2003                   $3600.00
                                                             $3600.00

  4/4/2003                   $3600.00
                                                             $3600.00

  5/5/2003                   $3600.00

                                                             $3600.00

     61103                       $0.00

                                                                 $0.00

  7/3/2003                   $3600.00
                                                             $3600.00

  8/6/2003                   $3600.00
                                                             $3600.00

                                         STATEM   ENT

    91103                                   MISSING



10/6/2003                    $3600.00

                                                             $3600.00

11/6/2003                    $3608.00
                                                             $3608.00

12/5/2003                $13608.00

                                                            $13608.00

  1/5/2004                   $3608.00

                                                             $3608.00

  2/6/2004                   $3608.00

2/13/2004                     $658.00

2/20/2004                $10000.00

2/23/2004                    $3608.00
                                                            $17874.00

  3/5/2004                   $3608.00
                                                             $3608.00

 4/2/2004                    $3608.00




                              Page




                                                                         01712
              BANAMEX   ACCOUNT         NO

       Date    Withdrawals    Dollars        Monthly Totals

                                                  $3608.00

  5/6/2004                   $3608.00

 5/20/2004               $10000.00
                                                 $13608.00

  6/7/2004                   $3608.00

                                                  $3608.00

  7/6/2004                   $3600.00

7/23/2004                $10000.00

                                                 $13600.00

8/13/2004                    $3600.00

8/26/2004                    $1700.00
                                                  $5300.00

  9/7/2004                   $3600.00

                                                  $3600.00

10/6/2004                    $3600.00

                                                  $3600.00

11/8/2004                    $3600.00
                                                  $3600.00

12/7/2004                    $3600.00

                                                  $3600.00

  1/6/2005                   $3600.00
                                                  $3600.00

 2/4/2005                    $3600.00

 2/7/2005                    $7500.00
 2/7/2005                    $4385.00
2/28/2005                    $1075.95

                                                 $16560.95

 3/2/2005                $11883.00
 3/4/2005                    $3608.00

 3/4/2005                    $4383.00

 3/7/2005                $39595.19
 3/8/2005                $22917.00

3/16/2005                    $2715.50
3/17/2005                $40000.00
3/18/2005                $40000.00

3/29/2005                    $3008.00

3/31/2005                     $384.00

                                               $168493.69

 4/4/2005                    $3608.00

 4/4/2005                    $5008.00
 4/5/2005                    $5683.60

 4/5/2005                $14686.18
 4/5/2005                     $364.00




                              Page




                                                              01713
              I3ANAMEX ACCOUNT          NO

       Date    Withdrawals    Dollars        Monthly Totals

  4/5/2005               $14618.19

  4/5/2005               $23345.00

  4/5/2005                   $4405.00

  4/8/2005               $14105.24

  4/8/2005                   $7958.00

4/11/2005                    $1008.00

4/11/2005                    $2917.00

4/12/2005                    $1100.51

4/12/2005                    $1008.00

4/14/2005                    $3418.00

4/15/2005                    $2008.00

4/15/2005                    $5519.00

4/19/2005                     $750.00

4/21/2005                    $3758.00

4/25/2005                     $508.00

4/25/2005                $27198.55

4/26/2005                $41100.00

4/26/2005                    $2008.00

4/27/2005                     $150.00

4/27/2005                     $384.00

                                               $186616.27

 5/2/2005                $28020.00

 5/2/2005                    $5600.64

 5/2/2005                     $691.18

 5/2/2005                    $3608.00

 5/2/2005                    $4383.00
 5/4/2005                     $951.00

 5/4/2005                     $364.00

 5/5/2005                $22686.88

 5/6/2005                $14618.19

 5/5/2005                    $7530.00

 5/6/2005                $15010.00

 5/6/2005                $23425.00

 5/5/2005                $19909.41

 5/6/2005                    $2917.00
 5/9/2005                       $74.66

 5/9/2005                       $15.93

 5/9/2005                    $3905.85

5/11/2005                     $258.00

5/16/2005                $21711.00

5/27/2005                    $5238.00

5/27/2005                $40000.00

5/31/2005                $29892.60




                              Page




                                                              01714
              BANAMEX ACCOUNT           NO

       Date    Withdrawals    Dollars        Monthly Totals

                                               $250810.34

  6/3/2005               $28020.00

  6/3/2005                     $691.18

  6/3/2005                   $5461.48
  6/3/2005               $15010.00

  6/3/2005                   $6508.00

  6/3/2005                   $3608.00

  6/7/2005               $38139.19

  6/7/2005                     $684.00

  6/7/2005               $12233.44

 6/9/2005               $100025.00
 6/9/2005                    $1108.00

6/10/2005                      $508.00

6/14/2005                    $5008.00

6/17/2005                $25912.00

6/20/2005                    $2460.00
6/23/2005                $20000.00
6/23/2005                    $2917.00

6/27/2005                    $2681.50
6/28/2005                    $3888.00

6/29/2005                    $1000.00

                                               $275862.79

 7/1/2005                     $608.00

 7/4/2005                $15000.00

 7/4/2005                $25000.00
 7/5/2005                    $1986.22
 7/5/2005                $28020.00

 7/5/2005                     $691.18

 7/5/2005                    $7508.00

 7/5/2005                    $3608.00

 7/8/2005                    $3008.00
 7/8/2005                $37689.19

7/11/2005                    $2008.00

7/12/2005                $20000.00
7/12/2005                    $2917.00

7/13/2005                       $45.71

7/15/2005                $15000.00
7/15/2005                $30026.00

7/19/2005                    $2608.00

7/29/2005                    $4858.00
                                               $200581.30

 8/2/2005                $33348.98

 8/2/2005                     $608.00




                              Page




                                                              01715
              BANAMEX   ACCOUNT         NO

       Date    Withdrawals    Dollars        Monthly Totals

  8/2/2005                      $12.00

  8/3/2005                     $691.18

  8/3/2005               $19000.00

  8/4/2005                   $3608.00

  8/8/2005                   $7508.00
  8/8/2005               $37738.19

  8/9/2005               $20000.00

  8/9/2005                   $2917.00

8/12/2005               $180030.00

8/15/2005                    $4008.00

8/15/2005                $10008.00

8/18/2005               $151675.00
8/30/2005                    $4858.00

8/31/2005                $15010.00

                                               $491020.35

 9/1/2005                $19886.19

 9/1/2005                      $808.00

 9/2/2005                $23027.52

 9/2/2005                $28711.18

 9/2/2005                $12000.00
 9/2/2005                    $3608.00
 9/5/2005                    $2352.00

 9/6/2005                $15010.00
 9/6/2005                    $7969.00
 9/6/2005                $22000.00

9/12/2005                $40000.00

9/20/2005                    $5008.00
9/22/2005                    $8008.00

9/22/2005                    $2116.79

9/27/2005                    $2508.00
9/28/2005                    $1008.00

9/28/2005                       $15.00

9/28/2005                        $2.25

9/30/2005                    $6068.00

9/30/2005                    $1984.25

9/30/2005                    $1008.00

                                               $203098.18

10/3/2005                $28020.00
10/3/2005                     $691.18

10/3/2005                    $5446.32

10/3/2005                     $808.00

10/3/2005                    $6008.00

10/5/2005                $15210.00




                              Page




                                                              01716
               BANAMEX   ACCOUNT      NO

        Date    Withdrawals    Dollars     Monthly Totals

 10/5/2005                    $2917.00
 10/5/2005                    $8350.00
 10/5/2005                    $7508.00

 10/7/2005                $40638.19

 10/7/2005                     $208.00

10/11/2005                    $3008.00

10/13/2005                    $3608.00
10/18/2005                    $5008.00

10/18/2005                     $300.00

10/19/2005                     $294.72

10/21/2005                    $7308.00

10/24/2005                    $6057.82
10/27/2005                    $7008.00

10/27/2005                     $100.00

10/28/2005                    $6492.89
10/31/2005                    $2219.52

10/31/2005                $60000.00
                                             $217209.64

 11/1/2005               $158350.00

 11/1/2005                     $808.00

 11/1/2005                     $691.18

 11/1/2005                    $5449.36

 11/1/2005                $28020.00
 11/2/2005                $56000.00

 11/3/2005                     $300.00

 11/3/2005                    $7508.00
 11/3/2005                    $3608.00
 11/3/2005                $30000.00

 11/4/2005                     $888.00

 11/4/2005                $40669.19

 11/7/2005                     $919.00

 11/7/2005                    $2000.00
 11/7/2005                $13000.00

 11/7/2005                    $5008.00

11/17/2005                $70000.00

11/18/2005                    $3008.00

11/21/2005                    $2008.00

11/22/2005                    $3908.00
11/22/2005                    $7027.89

11/24/2005                     $131.00

11/30/2005                    $2219.52
                                             $441521.14

 12/1/2005                     $691.18




                               Page




                                                            01717
               BANAMEX   ACCOUNT         NO

        Date    Withdrawals    Dollars        Monthly Totals

 12/1/2005                    $5309.81

 12/1/2005                $28020.00

 12/1/2005                      $408.00

 12/2/2005                $18631.90

 12/5/2005                $23046.00
 12/6/2005                $17618.19

 12/6/2005                       $22.00

 12/6/2005                    $4608.00
 12/6/2005                    $7508.00
 12/6/2005                    $1855.00

 12/7/2005                $20000.00
12/14/2005               $100000.00

12/14/2005                       $28.00

12/14/2005                    $3342.89
12/14/2005                $36000.00

12/14/2005                $10000.00
12/20/2005                $10360.00
12/20/2005                    $2219.52

12/20/2005                        $8.00

12/20/2005                    $4000.00

                                                $293676.49

  1/3/2006                    $4305.97
  1/3/2006                    $1404.70
  1/3/2006                    $5370.77

  1/3/2006                        $8.00

  1/3/2006                $28020.00
  1/6/2006                    $3608.00

  1/6/2006                    $7508.00
  1/9/2006                $37161.19
1/10/2006                 $20000.00

1/10/2006                     $1855.00
1/12/2006                         $8.00

1/12/2006                     $3000.00

1/20/2006                 $15000.00
1/20/2006                 $22000.00

1/26/2006                 $40000.00

1/31/2006                 $31016.00
1/31/2006                     $2219.52

                                                $222485.15

  2/2/2006                $28020.00
 2/2/2006                      $591.18

  2/2/2006                    $2274.79
 2/3/2006                      $508.00




                               Page




                                                               01718
              BANAMEX ACCOUNT             NO

       Date    Withdrawals    Dollars          Monthly Totals

  2/7/2006               $37161.19

  2/7/2006                   $5296.48

  2/7/2006                   $3608.00

  2/8/2006               $20000.00

  2/8/2006                   $1763.00

2/10/2006                    $4408.00

2/14/2006                      $285.00

2/15/2006                $22852.47

2/15/2006                $30000.00

2/16/2006                $15013.00

2/28/2006                    $2219.52

                                                 $174100.63

 3/1/2006                $18631.90

 3/1/2006                    $1508.00

 3/1/2006                $25583.53

 3/1/2006                      $508.00

 3/1/2006                      $691.18

 3/2/2006                    $5000.00

 3/3/2006                    $3608.00

 3/6/2006                $39654.19

 3/6/2006                $10008.00
 3/6/2006                    $6011.43

 3/7/2006                    $1721.00

 3/7/2006                $20000.00
3/10/2006              $150020.00
3/13/2006                $44000.00

3/22/2006                    $8008        00

3/23/2006                $60000.00
3/27/2006                    $6008.00

3/30/2006                    $2219.52

3/31/2006                $60000.00

                                                 $463180.75

 4/3/2006                    $5536.25

 4/3/2006                    $4426.80

 4/3/2006                $28020.00

 4/4/2006                    $3608.00
 4/4/2006                    $5296.48

 4/5/2006                $37060.19

 4/5/2006                    $1185.05

 4/5/2006                    $2278.94
 4/6/2006                $20000.00

 4/6/2006                $15000.00

 4/7/2006                    $3418.00




                              Page   10




                                                                01719
              BANAMEX   ACCOUNT          No

       Date    Withdrawals    Dollars         Monthly Totals

  4/7/2006               $15010.00

  4/7/2006                   $6008.00

4/10/2006                $60000.00

4/11/2006                    $1638.00

4/12/2006                       $12.00

4/12/2006                $21000.00

4/18/2006                    $1513.00

4/20/2006               $100025.00
4/26/2006                      $100.00

4/27/2006                    $3008.00

4/28/2006                    $2219.52

4/28/2006               $100025.00

                                                $436388.23

 5/3/2006                    $5615.10

 5/3/2006                      $691.18

 5/3/2006                $28020.00
 5/3/2006                    $5296.48

 5/3/2006                    $3608.00

 5/4/2006                $18180.19
 5/5/2006                $21870.00
 5/8/2006                $20000.00

 5/8/2006                    $1221.00

 5/8/2006                    $2008.00

 5/8/2006                $15015.00
 5/9/2006                    $1000.00

 5/9/2006                     $300.00

5/12/2006                    $6013.00
5/17/2006                     $100.00

5/23/2006                $15000.00

5/30/2006                    $2264.00

5/30/2006                $18633.90

                                                $164835.85

 6/1/2006                $19000.00
 6/1/2006                    $1185.00
 6/1/2006                $15000.00

 6/1/2006                $23020.00
 6/1/2006                     $567.18

 6/2/2006                    $5720.45

 6/7/2006                $36381.19
 6/7/2006                $10815.00
 6/7/2006                    $3808.00

 6/7/2006                    $5292.48
 6/8/2006                    $8008.00




                             Page   11




                                                               01720
              BANAMEX ACCOUNT           NO
       Date    Withdrawals    Dollars        Monthly Totals

  6/9/2006                   $2006.00

 6/16/2006                   $7000.00

 6/16/2006                   $8000.00
                                               $145803.30

  7/3/2006                   $4006.00
  7/3/2006                   $6003.00
  7/3/2006                   $9645.68

  7/3/2006               $11015.00
  7/3/2006                   $4427.27

  7/3/2006               $28020.00
  7/3/2006                   $6008.00

  7/3/2006                   $3608.00

  7/5/2006               $35281.19

  7/6/2006                   $1138.00
  7/6/2006               $20000.00

7/11/2006                $50000.00
7/11/2006                    $5006.00

7/14/2006                    $2008.00
7/21/2006                    $2284.00
7/21/2006                    $1883.00

7/21/2006                $10000.00
7/27/2006               $100025.00

                                               $300358.14

 8/1/2006                    $4008.00
 8/1/2006                    $8008.00
 8/1/2006                $11015.00

 8/1/2006                    $5809.03
 8/1/2006                $28020.00
 8/1/2006                     $587.27

 8/1/2006                    $3008.00
 8/1/2006                    $6008.00

 8/2/2006                $10010.00
 8/4/2006                $20000.00
 8/4/2006                    $1000.00

 8/7/2006                $37770.19

8/15/2006                $50000.00
8/16/2006                $20000.00

8/21/2006               $100000.00
8/25/2006                    $3008.00
8/28/2006                $38624.01

8/29/2006                    $2284.00
8/29/2006                $18333.90
8/31/2006                $20000.00




                              Page 12




                                                              01721
               BANAMEX ACCOUNT             NO

        Date    Withdrawals    Dollars          Monthly Totals

                                                  $387493.40

   9/1/2006                     $567.27

   9/1/2006               $28020.00
   9/1/2006                   $6008.00
   9/1/2006                   $3808.00
   9/1/2006               $15015.00
   9/1/2006                   $5533.29

   9/1/2006                   $6008.00
   9/4/2006                   $1059.00
   9/5/2006               $37616.19

  9/13/2006                     $958.00

 9/13/2006                    $2678.00
 9/14/2006                    $3008.00
 9/19/2006                    $5008.00
 9/25/2006                    $1300.00
 9/28/2006                    $2254.00
 9/29/2006                      $688.00

 9/29/2006                $50000.00

                                                  $169528.75

 10/2/2006                    $6008.00
 10/2/2006                $15015.00
 10/2/2006                $28020.00
 10/2/2006                    $3608.00
 10/2/2006                $10010.00
 10/2/2006                    $5597.74
 10/2/2006                    $4985.48
 10/5/2006                $16628.19
 10/5/2006                $20604.00
 10/6/2006                $20879.00

10/17/2006                $68000.00
10/19/2006              $100000.00
10/25/2006                    $1000.00
10/25/2006              $100000.00
10/27/2006                    $2008.00
10/31/2006                    $2264.00
                                                  $404627.41

 11/1/2006                    $6000.00
 11/1/2006                $15000.00
 11/1/2006                    $6008.00
 11/1/2006                $28020.00
 11/1/2006                     $786.30

 11/1/2006                    $5424.98
 11/1/2006                    $3608.00




                               Page   13




                                                                 01722
               BANAMEX ACCOUNT             NO

        Date    Withdrawals    Dollars                           Monthly Totals

  11/6/2006               $20764.00

  11/6/2006               $16618.19

  11/6/2006                      $22.00

  11/7/2006               $20000.00

  11/7/2006                     $555.00

  11/8/2006               $50000.00

 11/9/2006                    $2058.00

 11/9/2006                      $164.35

11/10/2006               $100000.00
11/14/2006                    $2797.00

11/28/2006                    $6008.00

11/29/2006                    $2234.00
11/29/2006                $18633.90

                                                                   $304701.72

 12/4/2006                    $6000.00
 12/4/2006                $15000.00
 12/4/2006                    $3608.00
 12/4/2006                    $6008.00
 12/4/2006                $28020.00

 12/4/2006                      $786.30

 12/4/2006                    $5568.61

 12/6/2006                $10618.19

 12/6/2006                       $10.00

 12/7/2006                $20000.00

 12/7/2006                      $513.00

 12/7/2006                $20661.00
 12/7/2006                       $12.00

 12/7/2006                $20661.00
12/11/2006                $30010.00
12/13/2006                $22602.00

12/15/2006               $161338.00
12/18/2006               $100015.00
12/18/2006                    $4008.00
12/20/2006                $30047.47
12/21/2006                    $2264.00
12/22/2006                    $9208.00
                                                                   $496958.57

                                                STATEMENT   IS



  1/2/2007                    $6008.00           INCOMPLETE
                                                STATEMENT   IS



  1/2/2007                    $3608.00           INCOMPLETE
                                                STATEMENT   IS



  1/2/2007                     $786.30           INCOMPLETE




                               Page   14




                                                                                  01723
              BANAMEX ACCOUNT          NO

       Date    Withdrawals    Dollars                        Monthly Totals

                                            STATEMENT   IS



  1/2/2007               $28020.00           INCOMPLETE
                                            STATEMENT   IS



  1/5/2007               $16628.19           INCOMPLETE
                                            STATEMENT   IS


  1/8/2007               $20000.00           INCOMPLETE
                                            STATEMENT   IS



  1/9/2007               $30000.00           INCOMPLETE
                                            STATEMENT   IS



 1/23/2007                   $7530.00        INCOMPLETE
                                            STATEMENT   IS



 1/24/2007                   $3590.00        INCOMPLETE
                                            STATEMENT   IS



 1/30/2007                   $2264.00        INCOMPLETE

                                                               $118434.49

  2/2/2007                   $6008.00
  2/2/2007               $28020.00

  2/2/2007                    $786.30

  2/2/2007                   $4459.69
  2/2/2007                   $3608.00

  2/7/2007               $16628.19
  2/8/2007               $20000.00
2/12/2007                     $285.00

2/13/2007                    $3000.00
2/16/2007                $30020.00

2/18/2007                $80000.00
2/23/2007                $10000.00
2/28/2007                $50000.00
2/28/2007                $50000.00

2/28/2007              $100000.00
2/28/2007                $18633.90

2/28/2007                    $2264.00

                                                               $423713.08

 3/1/2007                    $6008.00

 3/1/2007                    $3608.00
 3/1/2007                     $786.30

 3/1/2007                $28020.00

 3/5/2007                    $5134.98
 3/5/2007                $15010.00
 3/6/2007                $50000.00
 3/8/2007                $50000.00
3/15/2007                $15000.00
3/16/2007                $15000.00




                             Page 15




                                                                              01724
              BANAMEX ACCOUNT           NO

       Date    Withdrawals    Dollars        Monthly Totals

 3/22/2007               $57020.00

 3/23/2007                    $672.45

3/27/2007                    $3008.00
3/27/2007                    $2264.00

                                               $251531.73

  4/2/2007               $15810.00

  4/2/2007                   $6008.00
  4/2/2007                   $3608.00
4/12/2007                    $3418.00

4/17/2007                    $1813.00
4/27/2007                    $2264.00

                                                $32921.00

  5/2/2007               $15810.00
  5/2/2007                   $6008.00

  5/2/2007                   $3608.00
5/21/2007                    $1008.00
5/30/2007                $18633.90

5/30/2007                    $2264.00
5/31/2007                     $850.00

                                                $48181.90

 6/1/2007                $15800.00
 6/1/2007                       $10.00

 6/1/2007                    $6008.00

 6/1/2007                    $3608.00
 6/5/2007                    $5008.00

6/13/2007                    $2008.00
6/15/2007                    $2158.00
6/26/2007                    $2264.00

6/26/2007                    $2008.00

                                                $38872.00

 7/5/2007                $15800.00

 7/5/2007                       $10.00

 7/5/2007                    $8008.00
 7/5/2007                    $3608.00

7/11/2007                    $4337.20
7/31/2007                    $2264.00

                                                $34027.20

 8/1/2007                    $2000.00
 8/1/2007                    $2153.00
 8/1/2007                    $3008.00

 8/1/2007                $15810.00
 8/1/2007                    $3608.00
 8/1/2007                    $8008.00




                             Page 16




                                                              01725
              BANAMEX ACCOUNT           NO

       Date    Withdrawals    Dollars                         Monthly Totals

  8/6/2007                   $2000.00

  8/8/2007                   $5100.00

 8/10/2007                     $214.39

 8/10/2007                     $400.00

 8/21/2007               $10000.00

8/30/2007                $19633.90

8/30/2007                    $2264.00

                                                                 $74199.29

                                             STATEMENT   IS



  9/4/2007               $15800.00            INCOMPLETE
                                             STATEMENT   IS



  9/4/2007                      $10.00        INCOMPLETE
                                             STATEMENT   IS



  9/4/2007                   $3608.00         INCOMPLETE
                                             STATEMENT   IS



  9/4/2007                   $8008.00         INCOMPLETE
                                             STATEMENT   IS



  9/4/2007                   $1500.00         INCOMPLETE
                                             STATEMENT   IS




  9/5/2007               $28773.30            INCOMPLETE
                                             STATEMENT   IS



 9/5/2007                $28773.30            INCOMPLETE
                                             STATEMENT   IS



 9/5/2007                $28773.30            INCOMPLETE
                                             STATEMENT   IS




 9/5/2007                $12000.00            INCOMPLETE
                                             STATEMENT   IS



 9/5/2007                $12000.00            INCOMPLETE
                                             STATEMENT   IS



 9/5/2007                    $1500.00         INCOMPLETE
                                             STATEMENT   IS




 9/5/2007                $12000.00            INCOMPLETE
                                             STATEMENT   IS



9/12/2007                     $295.00         INCOMPLETE
                                             STATEMENT   IS



9/17/2007                    $2879.00         INCOMPLETE
                                             STATEMENT   IS




9/17/2007                     $735.00         INCOMPLETE
                                             STATEMENT   IS




9/17/2007                    $3008.00         INCOMPLETE

                                                                $159662.90

10/2/2007                $15810.00
10/2/2007                    $3608.00




                              Page 17




                                                                               01726
               BANAMEX ACCOUNT          NO

        Date    Withdrawas Dollars                                      Monthly Totals

 10/2/2007                $8008.00

10/10/2007               $80000.00

10/15/2007               $12000.00

                                                                          $119426.00

                                                     Missing   daily

                                             transactions   part   of

 11//2007               $120029.00                this   statement

                                                                          $120029.00

 12/3/2007                $8008.00

 12/3/2007                $3608.00

 12/3/2007               $15810.00

12/19/2007               $20012.00
12/19/2007                $2264.00

12/20/2007                $3408.00

12/20/2007                $7545.50

                                                                           $60655.50

  1/2/2008                $3608.00

  1/2/2008                $8008.00

  1/3/2008               $15800.00
  1/3/2008                   $10.00

  1/4/2008                $3508.00

  1/4/2008              $180025.00
 1/11/2008                $2008.00

 1/11/2008                $7545.50

 1/22/2008                $1908.00

 1/28/2008                $2008.00
 1/28/2008                $2358.00

                                                                          $226786.50

  2/1/2008               $lsaio.oo

  2/1/2008                $3608.00

  2/1/2008                $8008.00
  2/7/2008               $10008.00

2/11/2008                 $8000.00

2/11/2008                         $8.00

2/18/2008                $50000.00
2/29/2008                $18633.90

                                                                          $114075.90

  3/4/2008               $15810.00

  3/4/2008                $3608.00

 3/4/2008                 $8008.00

3/13/2008                $60000.00
3/25/2008                 $3008.00
3/27/2008                $25000.00                                        $115434.00




                           Page    18




                                                                                         01727
              BANAMEX ACCOUNT            NO

       Date    Withdrawals    Dollars         Monthly Totals



  4/1/2008               $15810.00

  4/1/2008                   $3608.00
  4/1/2008                   $8008.00
  4/1/2008               $95000.00

  4/7/2008                   $5006.00
4/17/2008                    $3419.00

4/25/2008               $100000.00
4/29/2008                     $633.00

4/29/2008                    $2359.00

                                                $233843.00

 5/2/2008                    $3608.00

 5/2/2008                    $8008.00
 5/2/2008                $15810.00

 5/7/2008                    $7000.00
 5/7/2008                    $8300.00
5/14/2008                    $7000.00
5/14/2008                $13825.00
5/19/2008                    $3000.00
5/30/2008                    $8000.00
5/30/2008                $18631.90
                                                 $93182.90

 6/2/2008                $15810.00

 6/2/2008                    $8008.00
 6/2/2008                    $3608.00
 6/5/2008                $17435.50
6/11/2008              $100025.00

6/16/2008                    $1508.00
6/17/2008                $10008.00

                                                $156402.50

 7/1/2008                $15810.00
 7/1/2008                     $400.00

 7/1/2008                    $7608.00
 7/1/2008                    $3608.00
 7/4/2008                $60000.00
7/14/2008                    $7700.00
7/28/2008                $75000.00

                                                $170126.00

 8/4/2008                $15800.00
 8/4/2008                      $10.00

 8/4/2008                    $3608.00

 8/4/2008                    $7608.00
 8/4/2008                     $400.00




                             Page   19




                                                               01728
               BANAMEXACCOUNTNO


        Date    Withdrawals    Dollars     Monthly Totals

   8/4/2008               $35000.00

 8/13/2008                $14700.00

 8/18/2008               $104020.00

 8/19/2008                $35000.00
 8/28/2008                $18633.90

                                             $234779.90

   9/1/2008              $161032.00

   9/2/2008                   $3608.00

   9/2/2008                   $7608.00
   9/2/2008               $15810.00

   9/2/2008                     $400.00

   9/5/2008                   $1609.26

   9/8/2008                     $260.00

 9/15/2008                $55000.00
 9/24/2008                    $2408.00

 9/24/2008                $50000.00
 9/30/2008                      $383.00

                                             $298118.26

 10/1/2008                $15810.00
 10/1/2008                    $7608.00
 10/1/2008                    $3608.00

 10/1/2008                     $400.00

 10/1/2008                $16350.00

 10/3/2008                    $5008.00

10/14/2008                    $3930.00
10/16/2008                    $5000.00
10/20/2008                     $341.45

10/21/2008                $45000.00
10/23/2008                     $651.50

10/30/2008                    $4683.00
10/31/2008                $50000.00
                                             $158389.95

 11/3/2008                $15810.00

 11/3/2008                     $400.00

 11/3/2008                    $3608.00

 11/3/2008                    $7608.00

 11/3/2008                    $2008.00

11/14/2008                    $3391.00

11/25/2008                    $2092.00
11/26/2008                $18633.90
11/26/2008                     $500.00

                                               $54050.90

 12/1/2008                $15810.00




                               Page   20




                                                            01729
              BANAMEX   ACCOUNT           No

       Date    Withdrawals    Dollars          Monthly Totals

 12/1/2008                     $400.00

 12/1/2008                   $7608.00

 12/1/2008                   $3608.00

 12/8/2008               $20595.00

12/10/2008               $50000.00
12/15/2008                   $3311.00

12/16/2008                   $4032.00

12/22/2008               $34903.65

                                                 $140267.65

  1/5/2009               $15810.00

  1/5/2009                     $400.00

  1/5/2009                   $7608.00

  1/5/2009                   $3608.00

 1/14/2009               $35000.00
 1127/2009                   $3508.00

 1/29/2009                   $2468.00

 1/29/2009                     $990.00

 1/30/2009                   $9529.34
 1/30/2009                   $4571.29

                                                  $83492.63

  2/3/2009                   $3608.00
  2/3/2009                   $7608.00

  2/3/2009                     $400.00

  2/3/2009               $15810.00

  2/4/2009                   $1008.00

  2/5/2009                   $8500.00
2/10/2009                $14241.98
2/19/2009                $38203.00

2/26/2009                    $2468.00
2/26/2009                $18633.90
2/26/2009                $10000.00

                                                 $120480.88

 3/2/2009                    $3008.00

 3/2/2009                $15810.00

 3/2/2009                      $400.00

 3/2/2009                    $3608.00
 3/2/2009                    $7608.00

3/19/2009                    $4719.00

3/30/2009                    $2468.00

                                                  $37621.00

 4/1/2009                $15810.00
 4/1/2009                    $3608.00

 4/1/2009                    $7608.00




                              Page   21




                                                                01730
              BANAMEX ACCOUNT             No

       Date    Withdrawals    Dollars                                      Monthly Totals

  4/1/2009                     $400.00

  4/3/2009                   $2000.00

 4/13/2009               $24892.00

 4/15/2009               $30000.00

 4/17/2009                   $3418.00

 4/21/2009                   $8879.00

 4/29/2009                   $2468.00

                                                                              $99083.00

  5/4/2009               $15810.00

  5/4/2009                   $3608.00

  5/4/2009                   $7608.00

  5/4/2009                     $400.00

5/22/2009                    $4554.00

5/27/2009                $18633.90

5/27/2009                    $2468.00

5/29/2009                      $600.00

                                                                              $53681.90

  6/1/2009               $15800.00
  6/1/2009                      $10.00

  6/1/2009                     $400.00

  6/1/2009                   $7608.00
  6/1/2009                   $3608.00
  6/9/2009                   $2383.00
  6/9/2009                   $3983.00

6/25/2009                    $2468.00

6/26/2009                $16000.00
6/26/2009                    $2000.00

6/29/2009                $15800.00
                                $10.00

                                                                              $70070.00

                                                       Missing   daily

                                               transactions    part   of

 7//2009                 $19124.00                   this   statement

7/30/2009                    $2468.00
7/31/2009                $20000.00

                                                                              $41592.00

 8/4/2009                $15800.00
 8/4/2009                       $10.00

 8/4/2009                    $7608.00
 8/4/2009                      $400.00

 8/4/2009                    $3608.00
8/28/2009                      $900.00

8/28/2009                $21093.90




                              Page   22




                                                                                            01731
               BANAMEX ACCOUNT             NO

        Date    Withdrawals    Dollars          Monthly Totals

 8/31/2009                $29000.00

                                                    $78419.90

   9/1/2009                     $260.00

   9/1/2009               $15800.00

   9/1/2009                      $10.00

   9/1/2009                   $3608.00

   9/1/2009                   $7608.00
   9/1/2009                     $400.00

 9/22/2009                    $2515.00
 9/30/2009                    $2468.00

                                                    $32669.00

 10/1/2009                $15800.00
 10/1/2009                       $10.00

 10/1/2009                    $7608.00
 10/1/2009                     $400.00

 10/1/2009                    $3608.00

 10/7/2009                $50000.00
10/13/2009                    $1051.00

10/19/2009                $15479.00

10/29/2009                    $2468.00
                                                    $96424.00

 11/3/2009                $15800.00
 11/3/2009                       $10.00

 11/3/2009                     $400.00

 11/4/2009                    $3608.00
 11/4/2009                    $7608.00
11/12/2009                $40000.00

11/17/2009                    $1008.00
11/20/2009                $20000.00
11/20/2009                       $12.00

11/26/2009                    $1000.00

11/27/2009                    $2468.00

11/27/2009                $15036.81

11/30/2009                $25000.00
                                                  $131950.81

 12/2/2009                    $7608.00

 12/2/2009                     $400.00

 12/2/2009                    $3608.00
 12/3/2009                $15800.00

 12/3/2009                       $10.00

12/11/2009                    $8381.58

12/16/2009                     $226.30

12/18/2009                    $2758.00




                               Page   23




                                                                 01732
              BANAMEXACCOUNTNO


       Date    Withdrawals    Dollars     Monthly Totals

12/18/2009                   $1027.00

12/18/2009                   $2468.00
12/18/2009                   $3983.00
12/18/2009               $34912.00
                                             $81181.88

  1/4/2010                   $7608.00

  1/4/2010                   $3608.00
  1/4/2010                     $400.00

  1/6/2010               $15810.00

  1/6/2010                      $10.00

 1/14/2010                   $1608.00

 1/29/2010                   $2468.00
                                             $31512.00

  2/2/2010                   $3608.00
  2/2/2010                   $7608.00
  2/2/2010                     $400.00

  2/2/2010               $15810.00
  2/8/2010               $20010.00
  2/9/2010                     $800.00

2/10/2010                $10000.00
2/26/2010                    $2558.00

                                             $60794.00

  3/1/2010                   $7608.00
 3/1/2010                    $3608.00
 3/1/2010                     $400.00

 3/8/2010                $15810.00
3/10/2010                $46000.00
3/12/2010                     $300.00

3/26/2010                $20000.00
3/26/2010                    $2558.00
                                             $96284.00

 4/5/2010                     $400.00

 4/5/2010                $15810.00
 4/5/2010                    $6841.00

 4/5/2010                    $3608.00
 4/6/2010                    $5000.00
 4/9/2010                    $1000.00

4/13/1940                    $3410.00
4/14/2010                $50000.00
4/19/2010                    $1200.00

4/28/2010                    $2558.00
                                             $89827.00

 5/4/2010                $15810.00




                              Page   24




                                                           01733
                  BANAMEX ACCOUNT           NO

           Date    Withdrawals    Dollars        Monthly Totals

   5/4/2010                        $400.00

   5/4/2010                      $7608.00
   5/4/2010                      $3608.00
   5/5/2010                  $24000.00
   5/7/2010                      $2008.00
  5/11/2010                      $4000.00
 5/28/2010                       $2608.00

                                                    $60042.00

   6/1/2010                  $15810.00
   6/1/2010                        $400.00

   6/1/2010                      $7608.00
   6/1/2010                      $3608.00
 6/21/2010                   $32000.00

                                                    $59426.00

   7/1/2010                      $3608.00
   7/1/2010                      $7608.00
   7/1/2010                        $400.00

  7/5/2010                   $15810.00
 7/28/2010                       $2608.00

                                                    $30034.00

  8/2/2010                   $15810.00
  8/2/2010                       $7608.00
  8/2/2010                       $3608.00
  8/2/20     10                    $400.00

 8/18/2010                   $66000.00

 8/30/2010                       $2608.00
                                                    $96034.00

  9/1/2010                       $7608.00
  9/1/2010                         $400.00

  9/1/2010                       $3608.00
  9/6/2010                         $500.00

  9/7/2010                   $15810.00
  9/9/2010                       $3692.31
 9/10/2010                   $41000.00

 9/30/2010                       $2608.00
                                                    $75226.31

 10/1/2010                       $3608.00

 10/1/2010                       $7608.00
 10/1/2010                        $400.00

10/27/2010                       $2608.00

                                                    $14224.00

 11/1/2010                        $400.00

 11/1/2010                       $3608.00




                                  Page 25




                                                                  01734
               BANAMEX ACCOUNT          NO

        Date    Withdrawals    Dollars       Monthly Totals

 11/1/2010                    $7608.00
 11/1/2010                     $600.00

 11/4/2010                $70000.00
11/17/2010                $16285.00
11/18/2010                      $50.00

11/18/2010                    $2307.69
11/29/2010                    $2608.00

                                               $103466.69

 12/1/2010                    $3608.00
 12/1/2010                    $7608.00

 12/1/2010                     $400.00

 12/3/2010                    $1500.00
 12/6/2010                    $2258.00
 12/6/2010                    $3988.00
 12/6/2010                $34912.00
12/17/2010                    $1000.00
12/17/2010                $20000.00
12/17/2010                     $275.00

12/20/2010                    $2608.00

                                                $78157.00



     TOTAL            $11875165.59           $11875165.59




                              Page 26




                                                              01735
01736
                                  8ANREGIO   ACCOUNT      NO

      Date   Withdrawals     Pesos       Exchange    Rate      Withdrawals   Dollars
2/28/2007                    $15.00          0.089626167                       $1.34
2/28/2007                     $1.50          0.089626167                       $0.13



3/30/2007                   $200.00           0.09053237                      $18.11
3/30/2007                    $20.00           0.09053237                       $1.81
3/30/2007                    $15.00           0.09053237                       $1.36
3/30/2007                      $1.50          0.09053237                       $0.14



4/30/2007                   $200.00          0.091515002                      $18.30

4/30/2007                    $20.00          0.091515002                       $1.83

4/30/2007                    $15.00          0.091515002                       $1.37

4/30/2007                     $1.50          0.091515002                       $0.14



5/31/2007                   $200.00          0.093122836                      $18.62

5/31/2007                    $20.00          0.093122836                       $1.86

5/31/2007                    $15.00          0.093122836                       $1.40

5/31/2007                     $1.50          0.093122836                       $0.14



6/29/2007                   $200.00          0.092667499                      $18.53

6/29/2007                    $20.00          0.092667499                       $1.85

6/29/2007                    $15.00          0.092667499                       $1.39

6/29/2007                     $1.50          0.092667499                       $0.14




    7//Q7                                                                              STATEMENT   MISSING



8/30/2007                  $5500.00          0.090199364                     $496.10


                                                   Page
                                  BANREGIO   ACCOUNT       NO

       Date   Withdrawals     Pesos      Exchange     Rate      Withdrawals     Dollars


 9/11/2007              $42831.25            0.090019825                       $3855.66
 9/11/2007              $17466.25            0.090019825                       $1572.31
 9/25/2007              $31305.08            0.091379949                       $2860.66
 9/27/2007              $24669.36            0.091512317                       $2257.55
 9/28/2007                  $5500.00         0.091471989                        $503.10



10/29/2007                  $5500.00         0.093333548                        $513.33

10/29/2007              $24240.72            0.093333548                       $2262.47



11/15/2007                  $5500.00         0.091567365                        $503.62

11/27/2007              $24804.72            0.091117673                       $2260.15

11/27/2007            $204747.79             0.091117673                      $18656.14


12/14/2007                  $5500.00         0.092368839                        $508.03

12/14/2007                    $50.00         0.092368839                          $4.62

12/14/2007                     $5.00         0.092368839                          $0.46

12/17/2007                    $50.00         0.092129131                          $4.61

12/17/2007                     $5.00         0.092129131                          $0.46

12/17/2007              $31384.00            0.092129131                       $2891.38

12/17/2007              $38402.00            0.092129131                       $3537.94

12/17/2007              $46326.00            0.092129131                       $4267.97

12/17/2007              $45490.00            0.092129131                       $4190.95

12/19/2007              $93080.68            0.092196736                       $8581.73

12/31/2007                    $15.00         0.091594524                          $1.37

12/31/2007                     $1.50         0.09.1594524                         $0.14



                                                    Page
                                  BANREGIO    ACCOUNT      NO

      Date   Withdrawals     Pesos       Exchange        Rate   Withdrawals    Dollars


1/31/2008                    $15.00          0.092425223                          $1.39
1/31/2008                      $1.50         0.092425223                          $0.14
1/31/2008                  $5500.00          0.092425223                       $508.34
1/31/2008                  $9815.00          0.092425223                       $907.15



2/18/2008              $17539.00             0.093172318                      $1634.15
2/21/2008                  $5500.00          0.09 2606633                      $509.34
2/28/2008              $25156.75              0.09367407                      $2356.54
2/28/2008                    $1500            0.09367407                         $1.41

2/28/2008                      $1.50          0.09367407                         $0.14




    31108                                                                                 STATEMENT   MISSING



 4/2/2008              $24839.50             0.093388121                      $2319.71
4/11/2008                  $5500.00          0.092583897                       $509.21

4/17/2008              $17939.00              0.09274403                      $1663.74
4/30/2008                    $15.00          0.093506008                         $1.40

4/30/2008                     $1.50          0.093506008                         $0.14



5/14/2008                  $9539.00          0.095342972                       $909.48

5/16/2008                  $5500.00          0.0959003     27                  $527.45

5/19/2008                  $1210.00          0.096375589                       $116.61

5/20/2008             $36000.00               0.09616552                      $3461.96
5/30/2008                    $15.00          0.096816649                         $1.45



                                                    Page
                                 BAN REGIO ACCOUNT    NO

      Date   Withdrawals     Pesos                 Rate    Withdrawals
                                        Exchange                          Dollars
5/30/2008                     $1.50      0.096816649                         $0.15
5/30/2008             $24310.75          0.096816649                     $2353.69


6/13/2008              $13739.00         0.096467006                     $1325.36
6/30/2008                  $5500.00      0.097046713                      $533.76
6/30/2008                    $15.00      0.097046713                         $1.46
6/30/2008                     $1.50      0.097046713                         $0.15



7/10/2008             $13738.00          0.097057071                     $1333.37
7/11/2008             $24287.25          0.097016537                     $2356.26
7/17/2008                  $5500.00      0.097765111                      $537.71

7/29/2008             $23711.50          0.099451034                     $2358.13
7/31/2008                    $15.00       0.09959284                         $1.49

7/31/2008                     $1.50       0.09959284                         $0.15



8/13/2008                  $5500.00      0.09800645                       $539.04

8/15/2008             $13740.00          0.097984901                     $1346.31
8/28/2008             $23946.50          0.097999057                     $2346.73
8/29/2008                    $15.00      0.097093475                        $1.46

8/29/2008                     $1.50      0.097093475                        $0.15



9/12/2008             $13739.00          0.094576737                     $1299.39

9/18/2008                  $5500.00      0.092151537                      $506.83

9/25/2008             $25356.50          0.092851989                     $2354.40
9/30/2008                    $15.00      0.091119841                        $1.37

9/30/2008                     $1.50      0.091119841                        $0.14


                                               Page
                                  BAN REGIO ACCOUNT     NO

       Date   Withdrawals     Pesos     Exchange   Rate      Withdrawals    Dollars


10/17/2008              $13739.00         0.077937694                      $1070.79
10/22/2008                  $5500.00      0.073557361                       $404.57
10/29/2008              $30467.75         0.077388457                      $2357.85
10/31/2008                    $15.00      0.078904629                         $1.18
10/31/2008                     $1.50      0.078904629                         $0.12



11/14/2008              $13739.00            0.0769487                     $1057.20
11/25/2008                  $5500.00      0.075334653                       $414.34

11/26/2008              $31149.25         0.075627291                      $2355.73
11/28/2008                    $15.00      0.074666107                         $1.12

11/28/2008                     $1.50      0.074666107                         $0.11



12/10/2008                  $5500.00      0.074245405                       $408.35

12/15/2008             $13739.00          0.075147692                      $1032.45
12/16/2008             $15924.00          0.075665004                      $1204.89
12/16/2008             $32551.31          0.075665004                      $2462.99
12/31/2008                    $15.00      0.072282233                         $108
12/31/2008                     $1.50      0.072282233                         $0.11



 1/15/2009             $85000.00          0.070625161                      $6003.14
 1/15/2009                    $11.00      0.070625161                         $0.78

 1/15/2009                     $1.10      0.070625161                         $0.08

 1/30/2009                    $15.00       0.06979577                         $1.05

 1/30/2009                     $1.50       0.06979577                         $0.10




                                                 Page
                                BAN REGIO    ACCOUNT     NO

       Date   Withdrawals   Pesos      Exchange      Rate     Withdrawals   Dollars
  2/5/2009             $14049.00            0.069847645                     $981.29
 2/27/2009                  $15.00          0.066259906                       $099
 2/27/2009                   $1.50          0.066259906                       $0.10



 3/31/2009                  $15.00          0.070393833                       $1.06
 3/31/2009                   $1.50          0.070393833                       $0.11



 4/30/2009                  $15.00            0.0724446                       $1.09
 4/30/2009                   $1.50            0.0724446                       $0.11



 5/29/2009                  $15.00          0.075825963                       $1.14

 5/29/2009                   $1.50          0.075825963                       $0.11



 6/30/2009                  $15.00          0.075919646                       $1.14

 6/30/2009                   $1.50          0.075919646                       $0.11



 7/31/2009                  $15.00          0.075703378                       $1.14

 7/31/2009                   $1.50          0.075703378                       $0.11



 8/31/2009                  $15.00          0.074977588                       $1.12

 8/31/2009                   $1.50          0.074977588                       $0.11



 9/30/2009                  $15.00          0.074170889                       $1.11

 9/30/2009                   $1.50          0.074170889                       $0.11



10/30/2009                  $15.00          0.076007132                       $1.14



                                                  Page
                                BANREGIO    ACCOUNT     NO

       Date   Withdrawals   Pesos      Exchange     Rate     Withdrawals   Dollars
10/30/2009                   $1.50         0.076007132                       $0.11



11/30/2009                  $15.00         0.077408228                       $1.16
11/30/2009                   $1.50         0.077408228                       $0.12



12/31/2009                  $15.00         0.076557568                       $1.15

12/31/2009                   $1.50         0.076557568                       $0.11



 1/29/2010                  $15.00         0.076769436                       $1.15

 1/29/2010                   $1.50         0.076769436                       $0.12



 2/26/2010                  $15.00         0.078376193                       $1.18

 2/26/2010                   $1.50         0.078376193                       $0.12



 3/31/2010                  $20.00         0.081293487                       $1.63

 3/31/2010                   $2.20         0.081293487                       $0.18



 4/30/2010                  $50.00         0.081769228                       $4.09

 4/30/2010                   $5.50         0.081769228                       $0.45



 5/31/2010                  $30.00         0.077413066                       $2.32

 5/31/2010                   $3.30         0.077413066                       $0.26



 6/30/2010                  $30.00         0.077947941                       $2.34

 6/30/2010                   $3.30         0.077947941                       $0.26




                                                 Page
                                  BAN REGIO    ACCOUNT      NO

       Date   Withdrawals   Pesos                      Rate
                                         Exchange                Withdrawas   Dollars
 7/30/2010                   $30.00           0.079072507                       $2.37
 7/30/2010                    $3.30           0.079072507                       $0.26


 8/31/2010                   $30.00           0.075940725                       $2.28
 8/31/2010                    $3.30           0.075940725                       $0.25



 9/30/2010                   $30.00            0.07917369                       $2.38
 9/30/2010                    $3.30            0.07917369                       $0.26



10/29/2010                   $30.00           0.081016027                       $2.43
10/29/2010                    $3.30           0.081016027                       $0.27



11/30/2010                   $30.00           0.080285916                       $2.41

11/30/2010                    $3.30           0.080285916                       $0.26

11/30/2010                  $200.00           0.080285916                      $16.06

11/30/2010                   $22.00           0.080285916                       $1.77



12/31/2010                   $30.00           0.081O1816                        $2.43

12/31/2010                    $3.30           0.081018186                       $0.27

12/31/2010                  $200.00           0.081018186                      $16.20

12/31/2010                   22.00            0.081018186                       $1.78




    TOTALS          $1284014.61                                          $114284.99




                                                    Page
