1/17/2023 10:56 AM

Marilyn Burgess - District Clerk Harris County

Envelope No. 71843581
By: KATINA WILLIAMS
Filed: 1/17/2023 10:56 AM

CAUSE NO. 2022-10250

MEGAN PETE p/k/a MEGAN THEE § IN THE DISTRICT COURT OF

STALLION, §
Plaintiff, §
§
VS. § HARRIS COUNTY, TEXAS
§
1501 CERTIFIED ENTERTAINMENT, §
LLC, § 152ND JUDICIAL DISTRICT
Defendant. §
§

PLAINTIFF’S REPLY IN SUPPORT OF MOTION

TO QUASH DEFENDANT’S NOTICE OF SUBPOENA
AND MOTION FOR PROTECTIVE ORDER

1501’s characterization of the evidence it cites confirms that it cannot satisfy the standard

to take Perez’s deposition. According to 1501, Perez has the requisite knowledge to justify an apex

deposition under the standard in Crown Cent. Petroleum Corp. v. Garcia, 904 S.W.2d 125 (Tex.

1995), because she (1) signed interrogatory responses, (2) communicated with Pete’s counsel

during settlement negotiations and the accounting reconciliation, and (3) was involved with the

release of “Something for Thee Hotties.” Even if true, 1501’s allegations suggest Ms. Perez has,

at most, some knowledge of the relevant facts. But that is not the standard. Crown Central demands

a showing of “unique or superior knowledge” or an inability to proceed through less intrusive

alternatives. Because 1501 cannot satisfy either prong on the current record, the Court should grant

Pete’s Motion for Protective Relief and quash 1501’s notice of deposition.

LEGAL STANDARD

In Crown Central, the Texas Supreme Court elucidated the “guidelines for depositions of

persons at the apex of the corporate hierarchy.” In re Am. Airlines, Inc., 634 S.W.3d 38, 41 (Tex.

2021) (quoting Crown Central, 904 S.W.2d at 126, 128). “A party initiates the Crown Central

guideline proceedings by moving for protection and filing the corporate official’s affidavit denying
any knowledge of relevant facts. In re Alcatel USA, Inc., 11 S.W.3d 173, 175 (Tex. 2000). Upon

filing of the affidavit, a trial court may not allow the deposition to proceed unless the party seeking

discovery “arguably show[s] that [the apex officer] possesses unique or superior personal

knowledge or [the party seeking discovery] first made a good-faith, but less than fruitful, attempt

to obtain discovery through less intrusive means.” Am. Airlines, 634 S.W.3d at 41.

ARGUMENT

I. Pete Has Standing To Protect Her Manager From 1501’s Burdensome Litigation
Tactics

1501 argues that Pete lacks standing to object to 1501’s repeated efforts to harass her

manager, Perez. (Opp. 2.) Not so. 1501’s discovery tactics affect Pete because they impede Perez’s

ability to represent Pete and implicate Pete’s right to prevent her representative from disclosing

potentially privileged information.

Texas Rule of Civil Procedure 192.6(a) states, “A person from whom discovery is sought,

and any other person affected by the discovery request” may move for protective relief. Pete

readily satisfies this standard because the burden on Perez hampers her ability to represent Pete’s

interests and, separately, implicates Pete’s right to assert attorney-client privilege over

communications between her representative and counsel. Specifically, Perez serves as the CEO of

Roc Nation, Pete’s management agency, and is responsible for promoting Pete, as well as

identifying opportunities to enhance her image, reputation, and earnings. Perez is extremely busy

working for Pete and other Roc Nation artists. As discussed in Pete’s opening brief, preparing and

sitting for a deposition would cut into the time Perez can spend advancing Pete’s interests. Thus,

contrary to 1501’s assertion, the discovery requests on Perez, necessarily affect Pete.

1501’s arguments regarding burden are completely off base. For example, 1501 cites

Perez’s declaration about the burden she faces to suggest that Pete is unaffected and thus lacks

08986-00003/13818462.4 2
standing. Nonsense. Perez’s declaration did not purport to address—and cannot be read to

nullify—Pete’s burden. Rather, it was offered to invoke the apex doctrine. Perez had no reason to

comment on the burden her client would face, and her affidavit does not support the negative

inference 1501 attempts to draw.

1501’s reliance on dicta from In re State Farm Mut. Auto. Ins. Co., 982 S.W.2d 21, 24 (Tex.

App.—Houston [1st Dist.] 1998) (Opp. ¶ 41) is also no help to it. That decision is distinguishable

and unpersuasive. In State Farm, plaintiff sued an insurance carrier for denial of benefits. Id. at 23.

The carrier countersued, alleging that plaintiff and her lawyer colluded to stage an auto accident

to fraudulently collect benefits. Id. In discovery, the defendant sought, among other things, the

lawyer’s financial records from a third-party bank, and the trial court denied the request. Id. at 22-

23. On review, the appellate court ordered production of the documents. Id. at *24. In doing so,

the court discussed plaintiff’s burden in only two sentences: “No undue burden would be placed

on [the law firm] because the records are not his. They are possessed and owned by banks.” Id.

This case is a far cry from State Farm. 1501 does not seek document production. Instead,

it seeks to depose Perez on a litany of topics over the course of several hours. Therefore, the State

Farm court’s cursory discussion of burden is inapposite. What is more, Pete and Perez’s

relationship is markedly different from that between a lawyer and his bank. Whereas a bank has a

large bevy of customers, Roc Nation is a discriminating agency that only works with the most

talented artists in the world, such as Pete. The relationship is necessarily personal and intimate.

Perez, as her representative, actively promotes Pete’s interests worldwide. While a client would

not ordinarily be affected by a bank’s production of internal records, deposing Perez would

necessarily limit the time she has to advance Pete’s—and a fortiori 1501’s—interests.

08986-00003/13818462.4 3
 Finally, Pete has standing to seek protective relief given 1501’s intention to question Perez

on topics that are likely privileged. (See Opp. ¶¶ 11-23.) It is black-letter law that “a client has a

privilege … to prevent any other person from disclosing confidential communications made to

facilitate the rendition of professional legal services to the client.” Tex. R. Evid. 503(b)(1). Here,

Perez is a “client representative” under Texas Rule of Evidence 503(a)(2)(A). And Pete has

authorized Perez to represent her in connection with a variety of matters, including obtaining legal

services and advice and acting for Pete based on the “legal advice rendered.” Id. 1501 admits as

much, characterizing Perez “as a conduit and representative for [Pete] in key contractual matters.”

(Opp. ¶ 23.) Indeed, according to 1501, Perez’s services for Pete included working “with multiple

lawyers” in negotiating the Settlement Agreement (id. ¶¶ 11-13), communicating with Pete’s

attorney during the accounting reconciliation (id. ¶ 15), and communicating with Mr. Liles about

the legal status of Something for the Hotties (id. at ¶ 21).

Conspicuously, 9 of 1501’s 16 exhibits are communications from Pete’s counsel that were

made in connection with the rendition of legal services.1 See, e.g., In re Fairway Methanol LLC,

515 S.W.3d 480, 489 (Tex. App.—Houston [14th Dist.] 2017, no pet.) (“[T]he language of Rule

503(b) does not require that the primary purpose of the communication be to facilitate the rendition

of legal services; it only requires that the communication be made to facilitate the rendition of

legal services.”). Just as 1501 has no right to question Pete about such communications, 1501

1 See Opp., Ex. 2 (MTS_0002206) (email from MTS’s counsel discussing a text exchange …);
Ex. 3 (MTS_0002220) (letter from MTS’s counsel to Mr. Liles …); Ex. 7 (MTS_0001080) (March
30, 2021 email from MTS’s counsel to 1501’s counsel …); Ex. 8 (MTS_0001166) (April 2021
emails from MTS’s counsel to 1501’s counsel …); Ex. 9 (MTS_0001190) (email correspondence
from MTS’s counsel to 1501’s counsel …); Ex. 10 (MTS_0001452) (email from MTS’s counsel
to 1501’s counsel …); Ex. 11 (1501_00000046) (letter from MTS’s counsel to 1501’s counsel …);
Ex. 12 (1501_00024951) (email from MTS’s counsel …); Ex. 14 (MTS_0004032) (letter from Mr.
Friedman [Pete’s attorney] to 1501 …).

08986-00003/13818462.4 4
equally has no right to question Pete’s representatives about such communications. See, e.g., In re

DuPont de Nemours & Co., 136 S.W.3d 218, 225 (Tex. 2004) (holding that trial court abused its

discretion because communications between client’s representatives and counsel were prima facie

privileged); Boales v. Brighton Builders, Inc., 29 S.W.3d 159 (Tex. App.—Houston [14th Dist.]

2000, pet. denied) (affirming protective order where party seeking third-party deposition sought

to invade attorney-client privilege).

Thus, 1501’s standing argument fails. Pete has a cognizable interest in this matter, and,

accordingly, the Court should adjudicate the merits of Pete’s motions for protective relief.

II. Because 1501 Has Failed To Make The Requisite Showing Under Crown Central, The
Court Should Grant Pete’s Motion

1501 contends that it has made the requisite showing under Crown Central because, based

on the exhibits attached to its opposition, Perez has some knowledge of relevant facts. But 1501

miscomprehends the applicable standard. Texas law is clear that some knowledge is not enough.

1501 must instead show that Perez has “unique or superior personal knowledge” relative to other

witnesses. Because it does not attempt a comparative showing, and falls short of establishing

“unique or superior personal knowledge,” the Court should not allow 1501 to continue using

discovery to harass Pete’s manager, Perez.

Once the apex doctrine is invoked, a trial court may not allow the deposition to proceed

unless the party seeking discovery “show[s] that [the deponent] possesses unique or superior

personal knowledge or [that the party seeking discovery] first made a good-faith, but less than

fruitful, attempt to obtain discovery through less intrusive means.” Am. Airlines, 634 S.W.3d at 41.

“[U]nique or superior knowledge” means a showing “beyond mere relevance, such as evidence

that a high-level executive is the only person with personal knowledge of the information sought

or that the executive arguably possesses relevant knowledge greater in quality or quantity than

08986-00003/13818462.4 5
other available sources.” Crown Central, 905 S.W.2d at 126 (quoted Opp. ¶ 43) (emphasis added).

To meet this standard, 1501 must therefore engage in a comparative assessment or demonstrate

that Perez is the only individual with personal knowledge. See, e.g., Alcatel, 11 S.W.3d at 179. It

has not done so.

In particular, 1501 does not argue that it has sought to obtain the desired information

through less intrusive means. Given its strategic decision not to brief that issue, 1501’s request to

depose Perez turns entirely on whether it has shown that she has “unique or superior personal

knowledge.” On the current record, 1501 cannot make that showing because Crown Central

requires a comparative analysis between an apex deponent and non-apex deponent, which 1501

does not even attempt.

For example, in Alcatel, like here, the party seeking discovery did not argue that the apex

deponent was the only source of knowledge. See id. at 174-176. Also, like here, the party did not

explain why it could not obtain comparable information from non-apex deponents. See id. at 179.

Consequently, in ruling that the trial court abused its discretion in allowing the deposition to

proceed, the Texas Supreme Court specifically identified plaintiff’s failure “to identify any

relevant information that it seeks from [the apex deponent] that it attempted and failed to obtain”

from other witnesses. Id. at 180. Alcatel is on all fours.

As in Alcatel, 1501 does not attempt a comparative inquiry. For that reason, 1501 has not

carried its burden under Crown Central. Regardless, 1501’s characterization of its own exhibits

shows that Perez’s knowledge is not unique. (See, e.g., Opp. ¶ 11 (“Perez, along with multiple

lawyers and other professionals, were heavily involved in the negotiation of the Settlement

Agreement, the terms of which are key to many of 1501’s defenses and counterclaims.”).) The

evidence merely shows Perez’s “involvement.” (Id. ¶ 12 (“The documents produced to date in

08986-00003/13818462.4 6
discovery show the direct involvement of Desiree Perez and Roc Nation in the Settlement

Agreement discussions.”).)

Instead, 1501 argues that Perez (1) was involved in the interrogatory responses, (2)

communicated with Pete’s counsel during settlement negotiations and accounting reconciliation,

and (3) played a minor role in the release of “Something for Thee Hotties.” None of these

arguments satisfies the burden under Crown Central.

First, 1501 acknowledges that Pete is familiar with the interrogatories (Opp. ¶ 33) and has

knowledge of the facts stated. But it doesn’t explain why it believes that Perez has “knowledge

greater in quality or quantity than other available sources,” Crown Central, 905 S.W.2d at 126

(emphasis added), including Pete, which is required.

Second, concerning the settlement negotiations, 1501 again does not argue that Perez has

exclusive knowledge of those events or an understanding “greater in quality or quantity” than other

potential deponents. A fair reading of 1501’s opposition shows that, at most, Perez has some

knowledge. But absent a comparative inquiry, 1501 cannot show that her knowledge is superior to

what other individuals know. And regarding the accounting reconciliation, 1501 offers a

conclusory assertion that Perez must have “personal knowledge of how much” Pete has made

because “Roc Nation’s fee is based on a percentage of” Pete’s gross income.” (Opp. ¶ 28.) But

1501’s reliance on Perez’s position within Roc Nation is the precise mischief Crown Central and

its progeny seek to avoid and thus does not satisfy 1501’s burden. See, e.g., Alcatel, 11 S.W.3d at

177 (“Allowing apex depositions merely because a high-level corporate official possesses apex-

level knowledge would eviscerate the very guidelines established in Crown Central. Such evidence

is too general to arguably show the official’s knowledge is unique or superior.”); Harding v. Cty.

08986-00003/13818462.4 7
of Dall., 2016 U.S. Dist. LEXIS 177937, at *23 (N.D. Tex. 2016) (holding that “conclusory

assertion[s] that … knowledge is ‘unique’ or ‘superior’ [are] insufficient”).

Third, regarding the album release, 1501 acknowledges that other individuals, including

people at 300, were involved in the “release of ‘Something for Thee Hotties’ and the surrounding

discussions.” (Opp. ¶ 47.) Again, 1501 does not attempt to show that Perez has greater knowledge

than these other individuals. Rather, without explanation, it asserts, “the depth of [Perez’s]

involvement with this case alone satisfies the ‘unique of superior knowledge’ requirement.” (Id.

¶ 49.) More is required.

Fourth, 1501’s own authority suggests the deposition is inappropriate. (See Opp. ¶¶ 4, 47

(citing Boales v. Brighton Builders, Inc., 29 S.W.3d 159 (Tex. App.—Houston [14th Dist.] 2000,

pet. denied)). For example, in Boales, the trial court entered a protective order prohibiting a

deposition under the apex doctrine. 29 S.W.3d at 168. On review, the appellate court held that the

apex doctrine did not apply. Id. Notably, the appellate court affirmed the trials court’s entry of a

protective order, holding that the trial court correctly entered a protective order because the party

seeking discovery sought to invade the attorney-client privilege by questioning the individual

about contractual negotiations. See id. That is the situation before the Court.

As discussed above, Perez is Pete’s representative. Perez is authorized to act on her behalf,

including with respect to working with Pete’s lawyers to resolve legal issues. Texas law protects

communications between a client’s representative, such as Perez, and the client’s attorney. See

Tex. R. Evid. 503. 1501 makes clear that it intends to ask Perez about contractual negotiations

based on its heavy reliance on emails from Pete’s counsel. See supra, note 1 (collecting

communications from Pete’s counsel that 1501 relies upon). Even assuming 1501 made the

required showing to depose Perez (it hasn’t), it does not follow that 1501 has a right to interrogate

08986-00003/13818462.4 8
Perez on privileged matters. See, e.g., Boales, 29 S.W.3d at 169 (“[T]he legal advice given to Perry

Homes employees and to the Perry Homes vice president during contract negotiations with

Wimpey likely are protected by the lawyer-client privilege…. Because the evidence sought by

appellants likely is significantly protected by the lawyer-client privilege, the trial court did not

abuse its discretion by granting appellees’ motion for a protective order.”).

Finally, 1501’s other arguments are entirely off base, bordering on nonsensical. For

example, 1501 argues that “the doctrine may be invoked only when the deponent has been noticed

for deposition because of his corporate position.” (Opp. ¶ 44 (emphasis in original; quotation

marks omitted).) “By way of example, if the president of a Fortune 500 corporation personally

witnesses a fatal car accident, he cannot avoid a deposition sought in connection with a resulting

wrongful death action because of his ‘apex’ status.” (Id. (quotation marks omitted).) Here, by

contrast, Perez’s purported involvement in this case depends entirely on her position at Roc Nation.

The bottom line is that 1501 has not satisfied its burden under Crown Central to take

Perez’s deposition.

CONCLUSION

For the reasons stated above and in Pete’s opening brief, 1501 fails to make the requisite

showing, despite having a second bite at the apple. In short, 1501 makes no attempt to hew to the

procedural path, which (along with other inappropriate litigation tactics 2) evinces its improper

basis for seeking to depose Perez. The Court should grant the protective order because 1501 has

2
1501’s speculations about Quinn Emanuel’s involvement (see, e.g., Opp. 3 n.3, 5, 12) are
unwarranted and irrelevant. Pete’s choice of counsel has no bearing on the propriety of 1501’s
request to depose Perez. 1501’s decision to engage in rank speculation rather than engage with the
merits further evinces its improper motivations.

08986-00003/13818462.4 9
not shown that Perez has “unique or superior personal knowledge” and 1501 has not made a good

faith effort to obtain discovery from alternative sources.

DATED: January 17, 2023 Respectfully submitted,

QUINN EMANUEL URQUHART &

SULLIVAN, LLP

By /s/ Alex Spiro

L. Bradley Hancock Alex Spiro
Texas Bar No. 798238 Admitted pro hac vice
brad.hancock@hklaw.com alexspiro@quinnemanuel.com
Megan Schmid 51 Madison Avenue, 22nd Floor
Texas Bar No. 24074383 New York, NY 10010-1610
megan.schmid@hklaw.com Phone: (212) 849-7000
Andrea James Fax: (212) 849-7100
Texas Bar No. 24092571
andrea.james@hklaw.com Paul Maslo
811 Main Street, Suite 2500 Texas Bar No. 6329639
Houston, Texas 77002 paulmaslo@quinnemanuel.com
Telephone: (713) 821-7000 3100 McKinnon Street, Suite 1125
Facsimile: (713) 821-7001 Dallas, TX 75201
Phone: (469) 902-3600
Fax: (469) 902-3610

Emiliano D. Delgado
Texas Bar No. 24126388
emilianodelgado@quinnemanuel.com
300 W. 6th Street, Suite 2010
Austin, TX 78701-3901
Phone: (737) 667-6100
Fax: (737) 667-6110

Attorneys for Plaintiff Megan Pete p/k/a

Megan Thee Stallion

08986-00003/13818462.4 10
 CERTIFICATE OF SERVICE

I hereby certify that on this 16th day of January, 2023, I electronically filed the

foregoing PLAINTIFF’S REPLY IN SUPPORT OF MOTION TO QUASH

DEFENDANT’S NOTICE OF SUBPOENA AND MOTION FOR PROTECTIVE

ORDER with the Clerk of the Court using the electronic filing system which will send notification

of such filing to all counsel of record.

/s/ Emiliano Delgado

Emiliano Delgado

08986-00003/13818462.4 11
 Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.

Emiliano Delgado on behalf of Emiliano Delgado

Bar No. 24126388
emilianodelgado@quinnemanuel.com
Envelope ID: 71843581
Status as of 1/17/2023 11:36 AM CST

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Bradley HancockHancock brad.hancock@hklaw.com 1/17/2023 10:56:51 AM SENT

Jared Young jared.young@hklaw.com 1/17/2023 10:56:51 AM SENT

Andrea James andrea.james@hklaw.com 1/17/2023 10:56:51 AM SENT

Megan Schmid Megan.Schmid@hklaw.com 1/17/2023 10:56:51 AM SENT

Olivia Culet olivia.culet@hklaw.com 1/17/2023 10:56:51 AM SENT

Emiliano Delgado emilianodelgado@quinnemanuel.com 1/17/2023 10:56:51 AM SENT

Paul Maslo paulmaslo@quinnemanuel.com 1/17/2023 10:56:51 AM SENT

Steven M. Zager 22241500 szager@kslaw.com 1/17/2023 10:56:51 AM SENT

Jeremy Worsham jworsham@kslaw.com 1/17/2023 10:56:51 AM SENT

Kalina Lemaire kalinalemaire@quinnemanuel.com 1/17/2023 10:56:51 AM SENT

Ilya Johnson ilyajohnson@quinnemanuel.com 1/17/2023 10:56:51 AM SENT

Laruen Newman lnewman@kslaw.com 1/17/2023 10:56:51 AM SENT

Lohr Beck lohr.beck@kslaw.com 1/17/2023 10:56:51 AM SENT

Lauren Smith lnsmith@kslaw.com 1/17/2023 10:56:51 AM SENT

Diana Miranda diana.miranda@hklaw.com 1/17/2023 10:56:51 AM SENT

Maria Gil Maria.Gil@hklaw.com 1/17/2023 10:56:51 AM SENT