AFFIRM; and Opinion Filed August 7, 2019.




                                                                 In The
                                          Court of Appeals
                                   Fifth District of Texas at Dallas
                                                       No. 05-18-01012-CV

      PEARL ENERGY INVESTMENT MANAGEMENT, LLC, PEARL ENERGY
   INVESTMENTS, L.P., WILLIAM QUINN, AND AVAD ENERGY PARTNERS, LLC,
                                Appellants
                                   V.
       GRAVITAS RESOURCES CORPORATION AND ALAN PINTO, Appellees

                                On Appeal from the 191st Judicial District Court
                                             Dallas County, Texas
                                     Trial Court Cause No. DC-18-03007

                                          MEMORANDUM OPINION
                                  Before Justices Brown, Schenck, and Pedersen, III
                                              Opinion by Justice Brown
          Appellees Gravitas Resources Corporation (Gravitas) and Alan Pinto sued appellants Pearl

Energy Investment Management, LLC (Pearl Management), Pearl Energy Investments L.P. (Pearl

Fund), and William Quinn (together, the Pearl defendants), and AVAD Energy Partners, LLC

(AVAD) in this dispute concerning the purchase of oil and natural gas assets in Utah. Appellants

filed motions to dismiss appellees’ claims pursuant to the Texas Citizens Participation Act, TEX.

CIV. PRAC. & REM. CODE ANN. §§ 27.001–.011 (the TCPA), which the trial court denied. In eleven

issues,1 appellants contend the trial court erred in denying their motions and not awarding them

attorneys’ fees, costs, and sanctions because (1) appellees’ claims are based on, related to, or in


      1
         The Pearl defendants together filed a motion to dismiss and raise seven issues on appeal; AVAD filed a separate motion to dismiss and
raises four issues on appeal.
response to appellants’ TCPA rights of association and free speech, (2) appellees did not establish

the TCPA’s “commercial speech” exemption applied to its claims against Pearl Management and

Pearl Fund; (3) appellees did not provide clear and specific evidence of a prima facie case for each

element of each of its claims; and (4) AVAD proved its independent discovery defense by a

preponderance of the evidence. We conclude appellants failed to carry their burden of establishing

the TCPA applies to appellees’ claims. Accordingly, we affirm the denial of appellants’ motions

to dismiss.

                                           BACKGROUND

       Gravitas is an oil and natural gas production corporation. Pearl Management, founded by

Quinn, is a private equity firm with a focus on oil and gas investments. Pearl Fund is an investment

fund established by Pearl Management, and AVAD is a Pearl Management portfolio company.

Quinn also is the founder, partner, and/or manager of Pearl Fund and sits on AVAD’s board of

managers. The following facts are drawn from appellees’ petition.

       Gravitas spent years evaluating and attempting to purchase oil and natural gas assets in

Utah’s Helper and Drunkards Wash fields (the “Property”) from Andarko Petroleum Corporation

(Andarko). Working in natural gas fields adjacent to the Property, Gravitas Chief Executive

Officer Jeffrey Clarke and Operations Vice President Douglas Endsley gained an “understanding

of the Property’s underlying natural gas field, reserve potential, operating-cost structure, and

productive capacity.” While assessing how to purchase the Property and other assets in the area,

Gravitas learned the Property sat on substantial, underutilized natural gas reserves. It pieced

together public and non-public data related to acreage abutting the Helper field and within the

Drunkards Wash field that ConocoPhillips attempted to auction and confirmed the Property had

significant additional reserves that could be extracted if approved, but undrilled, Infill Wells were

drilled. “Through geologic and engineering studies and discussions with . . . field managers,”

                                                –2–
Gravitas also gathered information about potential operational savings on the Property, learning

about a “wealth of inefficiencies” in Andarko’s operations, and estimated it could save a

substantial amount in annual operating costs by cutting unnecessary expenses.

       In June 2016, Gravitas approached Anadarko about making an offer for the Property.

Anadarko provided Gravitas with data, including Anadarko’s reserve data, information about

Anadarko’s gathering and processing systems, and profit and loss statements. On July 19, 2016,

Gravitas submitted an $88 million bid to purchase the Property. Anadarko decided to test the

strength of the bid through an auction. Gravitas responded by making a preemptive $102 million

bid, but Anadarko declined. Anadarko hired the Oil and Gas Asset Clearinghouse (OGC) to run

the auction, and OGC set up a public data room for all potential bidders. The data room, however,

contained no information on either the “substantial potential of undrilled Infill Wells or the

potential for reduced operating costs.”

       Its $102 million bid was the highest of multiple bids, and Gravitas began negotiating a

purchase and sale agreement for the Property. At the same time, Gravitas was seeking additional

funding for the purchase. It commissioned Ryder Scott Company, L.P. (Ryder Scott) to prepare a

reserve report on the Property. Reserve reports are typically confidential; Ryder Scott’s report

provided it “was prepared for the exclusive use and sole benefit of Gravitas and may not be put to

other use without our prior written consent for such use.” Gravitas also retained RMK Maritime

Capital, LLC (RMK) to contact prospective financers. RMK managing director Alan Pinto

“provided prospects with a basic outline of the investment opportunity in a ‘gas asset in the

Northern Rockies,’ including explanations of Gravitas’s optimistic production and cost

projections, as well as the favorable topline numbers” from Ryder Scott’s report.

       In February 2017, Pinto emailed Pearl Management associate William Dace and, without

identifying the Property, provided a “high-level” description of the investment. Dace responded

                                               –3–
that the “deal looks like something we could be interested in.” Pinto asked that Pearl Management

sign a non-disclosure agreement (NDA); entering into a NDA was Gravitas’s “standard process”

before sharing its confidential and sensitive information. Dace forwarded a Pearl Management

form NDA. The terms of the NDA provided that Pearl Management agreed not to disclose

Gravitas’s “Confidential Information”2 to any third party or use such information for its own

benefit. Gravitas executed the NDA, outlining the Property and attaching a map, and returned it

to Dace. Pearl Management never countersigned the NDA upon its return.

          Gravitas and Pearl Management representatives, including Quinn, met on March 6, 2017.

Pearl Management questions focused on the Property’s potential. Gravitas “elaborated on the

proprietary Ryder Scott Report’s positive reserve and financial valuations” and provided

significant information on its efforts to purchase the Property and the terms and structure of the

proposed purchase; operating information about the Property, including information about pipeline

infrastructure; Gravitas’s plans to increase production and lower operating costs from the existing

PDP Wells; Gravitas’s plan, with regulatory approval, to drill more than 129 Infill Wells;

Gravitas’s assessment of the economic life of PDP and Infill Wells; and Gravitas’s assessment of

the Property’s reserves based on its study of the Conoco assets. A few days after the meeting,

however, Pearl Management advised Gravitas that the Property did not fit its “investment

parameters.”




   2
       “Confidential Information” is explicitly defined to include, among other things:
          financial information, statistical information, geological information, geophysical information, engineering information,
          operating information, technical information, . . . business plans, quality assessment, identify of investors, limited partners
          or joint venture partners, projects in which [Gravitas] is currently engaged, or in which it proposes to engage, or the identity
          of those entities which might form the basis for possible projects with [Gravitas] based upon [Gravitas’s] business plan,
          [Gravitas’s] business plan or ideas (whether past, current or planned), business forms, forms of contracts, oil and gas reserve
          information regarding [Gravitas], its projects, or associated with possible projects, or entities with which [Gravitas] may
          engage in projects, and any other information relating to [Gravitas] that has been or may hereafter be provided or shown to
          [Pearl Management] by [Gravitas] . . . .


                                                                       –4–
           In April 2017, Gravitas advised Andarko it expected to have a financing commitment soon;

Anadarko indicated it was considering a sale to other potential buyers. On May 14, 2017, Gravitas

advised Anadarko that it “was ready to move forward with purchasing the Property.” Anadarko

replied that it recently signed a purchase and sale agreement with another group, which Gravitas

learned was AVAD, the Pearl Management portfolio company.3

           Appellees allege the Pearl defendants disclosed Gravitas’s private and confidential

information about the Property to AVAD and “AVAD – armed with the information . . . – short-

circuited Gravitas’s years of study and assessment of the Property, and structured a bid for the

Property using Gravitas’s confidential and proprietary information.” Gravitas asserted causes of

action for breach of the NDA, violations of the Texas Uniform Trade Secrets Act, unfair

competition by misappropriation, tortious interference with contractual relations, tortious

interference with prospective business relations, common law fraud, aiding and abetting common

law fraud, and unjust enrichment.4 Pinto asserted common law fraud, aiding and abetting common

law fraud, unjust enrichment, and tortious interference with contractual relations causes of action.

           Appellants filed motions to dismiss all of appellees’ claims under the TCPA. Appellants

contend all of the claims are based on allegations the Pearl defendants obtained confidential

information from appellees and improperly communicated that information to AVAD. According

to appellants, the TCPA applies because the communications were (1) an exercise of their right of

association because appellees allege appellants joined together to pursue their common interests

to the detriment of Gravitas, and (2) an exercise of their right of free speech because the



     3
         The petition alleges AVAD had been seeking to purchase the Property since September 2016.
     4
        Specifically, Gravitas asserted breach of the NDA against Pearl Management; violations of the Texas Uniform Trade Secrets Act against
the Pearl defendants and AVAD; unfair competition by misappropriation against the Pearl defendants and AVAD; tortious interference with
contractual relations against Pearl Fund, AVAD, and Quinn; tortious interference with prospective business relations against the Pearl defendants
and AVAD; common law fraud against Pearl Management and Quinn; aiding and abetting common law fraud against Pearl Fund and AVAD; and
unjust enrichment against AVAD. Pinto asserted common law fraud against Pearl Management and Quinn; aiding and abetting common law fraud
against Pearl Fund and AVAD; unjust enrichment against AVAD; and tortious interference with contractual relations against Pearl Fund, AVAD,
and Quinn.

                                                                     –5–
purportedly confidential information related to matters of public concern. Appellants further

contend the TCPA requires dismissal of the claims and an award of attorneys’ fees, costs, and

sanctions to appellants because appellees did not put forth “clear and specific evidence” of each

element of their claims. Following a hearing on appellants’ motions to dismiss, the trial court

denied the motions.

                                               TCPA

       “The TCPA’s purpose is to identify and summarily dispose of lawsuits designed only to

chill First Amendment rights.” In re Lipsky, 460 S.W.3d 579, 589 (Tex. 2015) (orig. proceeding).

Specifically, the legislature enacted the TCPA to “encourage and safeguard the constitutional

rights of persons to petition, speak freely, associate freely, and otherwise participate in government

to the maximum extent permitted by law and, at the same time, protect the rights of a person to

file meritorious lawsuits for demonstrable injury.” See CIV. PRAC. & REM. § 27.002; ExxonMobil

Pipeline Co. v. Coleman, 512 S.W.3d 895, 898 (Tex. 2017) (per curiam).

       The TCPA sets out a two-step procedure to expedite the dismissal of applicable claims.

CIV. PRAC. & REM. §§ 27.003(a), .005(b); Coleman, 512 S.W.3d at 898. First, a movant seeking

dismissal under the TCPA bears the burden of showing by a preponderance of the evidence that

the legal action is based on, relates to, or in response to the movant’s exercise of the right of free

speech, the right of association, or the right to petition. CIV. PRAC. & REM. § 27.005(b); see also

S & S Emergency Training Solutions, Inc. v. Elliott, 564 S.W.3d 843, 847 (Tex. 2018). If the

movant shows the TCPA applies to the non-movant’s legal action, the burden shifts to the non-

movant to establish by clear and specific evidence a prima facie case for each essential element of

its claims. CIV. PRAC. & REM. § 27.005(c); Elliott, 564 S.W.3d at 847. If the non-movant satisfies

this requirement, the trial court must still dismiss a claim if the movant “establishes by a

preponderance of the evidence each essential element of a valid defense to the [non-movant’s]

                                                 –6–
claim.” CIV. PRAC. & REM. § 27.005(d); see Youngkin v. Hines, 546 S.W.3d 675, 679–80 (Tex.

2018).

         To determine whether a legal action should be dismissed, the trial court considers “the

pleadings and supporting and opposing affidavits stating the facts on which liability or defense is

based.” CIV. PRAC. & REM. § 27.006(a); See Hersh v. Tatum, 526 S.W.3d 462, 467 (Tex. 2017).

However, a plaintiff’s pleadings are usually “the best and all-sufficient evidence of the nature of

the action.” Hersh, 526 S.W.3d at 467 (quoting Stockyards Nat’l Bank v. Maples, 95 SW.2d 1300,

1302 (Tex. 1936)).

         We review de novo a trial court’s ruling on a TCPA motion to dismiss. Dyer v. Medoc

Health Servs., LLC, 573 S.W.3d 418, 424 (Tex. App.—Dallas 2019, pet. denied). In doing so, we

consider the pleadings and supporting and opposing affidavits in the light most favorable to the

non-movant. Fishman v. C.O.D. Capital Corp., No. 05-16-00581-CV, 2017 WL 3033314, at *5

(Tex. App.—Dallas July 18, 2017, no pet.) (mem. op.).

         Whether the TCPA applies to a non-movant’s claims is an issue of statutory interpretation

that we also review de novo. Youngkin, 546 S.W.3d at 680. We construe the TCPA “liberally to

effectuate its purpose and intent fully.” CIV. PRAC. & REM. § 27.011(b); see also State ex rel. Best

v. Harper, 562 S.W.3d 1, 11 (Tex. 2018). “[W]e ascertain and give effect to the Legislature’s

intent as expressed in the language of the statute,” see Harper, 562 S.W.3d at 11, and construe the

statute’s words “according to their plain and common meaning, unless a contrary intention is

apparent from the context, or unless such a construction leads to absurd results.” Youngkin, 546
S.W.3d at 680. As directed by the supreme court, we must adhere to the definitions in the TCPA.

Adams v. Starside Custom Builders, LLC, 547 S.W.3d 890, 894 (Tex. 2018); Youngkin, 546
S.W.3d at 680. However, in the process of applying “isolated” definitions, we are required to




                                                –7–
construe those individual words and provisions in the context of the statute as a whole. Youngkin,
546 S.W.3d at 680.

                                            ANALYSIS

       Appellants contend the trial court erred in denying their TCPA motions to dismiss because

they satisfied their initial burden of showing by a preponderance of the evidence that appellees’

legal action is based on, relates to, or in response to appellants’ exercise of their rights of

association and free speech. The TCPA’s definitions of both exercise of the right of association

and exercise of the right of free speech require a communication, which includes “the making or

submitting of a statement or document in any form or medium, including oral, visual, written,

audiovisual, or electronic.” See CIV. PRAC. & REM. §§ 27.001(1)–(3). Here, appellants assert all

of appellees’ claims are based on and relate to the Pearl defendants’ alleged communications to

AVAD of confidential information disclosed by Gravitas under the NDA.

                                       Right of Association

       The TCPA defines “exercise of the right of association” as “a communication between

individuals who join together to collectively express, promote, pursue, or defend common

interests.” CIV. PRAC. & REM. § 27.001(2); see also Kawcak v. Antero Res. Corp., No. 02-18-

00301-CV, 2019 WL 761480, at *5–6 (Tex. App.—Fort Worth Feb. 21, 2019, pet. denied).

Appellants assert the communications of Gravitas’s confidential information satisfies the TCPA’s

association prong because the communications were in furtherance of appellants’ business

enterprises and, specifically, the following common interests alleged in appellees’ petition: “Pearl

Management ‘directly benefitted’ from communicating with AVAD about the Property, given

Pearl Management’s relationship with Pearl Fund as its ‘investment manager;’ that Pearl

Management and Mr. Quinn ‘knew that Pearl Fund’s partner, AVAD, was pursuing the same

Property;’ that Pearl Energy ‘shared the information they gained’ from Appellees ‘with AVAD so

                                                –8–
that AVAD could purchase the Property for the benefit of its partner the Pearl Fund;’ and that

AVAD and Pearl Fund together ‘benefitted from’ the purportedly ‘ill-gotten confidential

information.’”

       This Court, however, has held that, “to constitute an exercise of the right of association

under the [TCPA], the nature of the ‘communication between individuals who join together’ must

involve public or citizen’s participation.” See Dyer, 573 S.W.3d at 426 (concluding TCPA’s

protection of the right of association did not apply to claims for misappropriation of trade secrets,

conversion, and tortious interference based on communications between alleged tortfeasors with a

common interest in a competing business enterprise).            Appellants have not shown the

communications of Gravitas’s confidential information involved any public or citizen

participation. Construing the TCPA to find a right of association simply because there are

communications between parties with a shared interest in a private business transaction does not

further the TCPA’s purpose to curb strategic lawsuits against public participation. See id. at 426–

27; ExxonMobil Pipeline Co. v. Coleman, 464 S.W.3d 841, 847, rev’d on other grounds, 512
S.W.3d 895 (in light of TCPA’s purpose, “it would be illogical for the [TCPA] to apply to

situations in which there is no element of public participation”). Accordingly, we conclude

appellants failed to establish by a preponderance of the evidence that appellees’ claims are based

on, relate to, or are in response to appellants’ exercise of a right of association as defined by the

TCPA. See Dyer, 573 S.W.3d at 426–27.

                                       Right of Free Speech

        Under the TCPA, the “exercise of the right of free speech” is “a communication made in

connection with a matter of public concern.” CIV. PRAC. & REM. § 27.001(3). A “matter of public

concern” may include an issue related to health or safety, environmental, economic, or community

well-being, the government, a public official or public figure, or a good, product, or service in the

                                                –9–
marketplace. Id. § 27.001(7). Appellants contend their communication of Gravitas’s confidential

information to AVAD was made “in connection with” matters of public concern because the

confidential information addressed (1) the “efficient use” and “full development” of natural

resources on the Property, environmental and economic interests shared by appellants, the local

community, and oil and gas lease holders, which included government entities, (2) Property

operations, including pipeline infrastructure and “chemically treat[ing] wells inefficiently,” which

are “at least tangentially related to” safety, environmental, and economic interests, (3) issues

related to the Property’s regulatory status, and (4) services in the marketplace.5

             The TCPA does not require that communications specifically “mention” a matter of

public concern or have more than a “tangential relationship” to such a matter, but the statute applies

so long as the movant’s statements are “in connection with” “issue[s] related to” any of the matters

of public concern listed in the statute. Coleman, 512 S.W.3d at 900. Private communications

made in connection with a matter of public concern fall within the TCPA’s definition of the

exercise of the right of free speech. Lippincott v. Whisenhunt, 462 S.W.3d 507, 509 (Tex. 2015)

(per curiam). But, the TCPA “has its limits” and not every communication falls under the statute.

See Dyer, 573 S.W.3d at 428 (citing In re IntelliCentrics, Inc., No. 02-18-00280-CV, 2018 WL
5289379, at *4 (Tex. App.—Fort Worth Oct. 25, 2018, orig. proceeding)).

           For example, in Dyer, this Court considered whether appellants Dyer and Basiti were

exercising their right of free speech in text messages discussing misappropriating, selling, and

using proprietary software and other confidential information of the appellee healthcare

management services company. Id. at 427–28. The text messages did not discuss issues related

to health or economic well-being other than the appellants’ own financial interests. Id. Further,



      5
          AVAD contends that, because the confidential information also discussed Andarko’s overpayment for “midstream services–including
services related to gathering and transporting extracted natural gases,” the communications also “patently relate to a ‘service in the marketplace.’”

                                                                      –10–
the appellee had taken specific steps to protect the proprietary software and other confidential

information and keep it private. Id. at 428. Under the circumstances, this Court determined it

could not conclude the communications were tangentially related to a matter of public concern

simply because the information belonged to a company in the healthcare industry or the appellants

hoped to profit from their tortious conduct. Id.

       In Pinghua Lei v. Natural Polymer International Corp., an employer manufacturer and

distributor of natural pet treats brought an action against former employees for breach,

misappropriation of trade secrets, unfair competition by misappropriation, and conversion because

the former employees disclosed proprietary and trade secret information to a direct competitor.

No. 05-18-01041-CV, 2019 WL 2559756, at *2 (Tex. App.—Dallas Jun. 21, 2019, no pet. h.).

The former employees filed a TCPA motion alleging the communications “were made ‘in

connection with no fewer than three matters of public concern’: (1) ‘natural’ pet treats that

‘promote ... health’; (2) ‘economic well-being of [the employer] relative to [the competitor]’; and

(3) a good or product in the marketplace. Id. at *6. As in Dyer, the employer “had taken specific

steps to protect and keep private” the proprietary and trade secret information. And, as in Dyer,

this Court was unable to conclude “the alleged ‘communications’ [were] tangentially related to a

matter of public concern simply because the proprietary and confidential information at issue

belonged to a company in the business of selling pet treats that promote health ‘or because the

alleged tortfeasors hoped to profit from their conduct.’” Id.    Accordingly, the Court held the

former employees failed to establish by a preponderance of the evidence that the employer’s claims

were based on, related to, or in response to the former employees’ exercise of the right of free

speech as defined by the TCPA. Id.

       This Court’s reasoning in Dyer and Pinghua Lei mandates the same result here. With an

eye towards purchasing the Property and other assets in the area, Gravitas compiled significant

                                               –11–
public and non-public data and analyses related to the Property’s value, production, underutilized

reserves, and the potential for operational savings and increased revenue. Gravitas used the

information in bidding on the Property and obtaining financing for the purchase – all private

business transactions.   In doing so, Gravitas and Pinto took steps to protect and keep the

information private. The Pearl defendants’ alleged subsequent disclosure of the information to

AVAD was made in connection with AVAD’s efforts to purchase the Property, also a private

business transaction, and appellants’ private economic interests in the purchase. As in Pinghua

Lei, we cannot conclude that the communications alleged in this case are tangentially related to a

matter of public concern simply because the proprietary and confidential information disclosed to

AVAD belonged to a company in the business of oil and gas production or because appellants

hoped to profit from their conduct. See id. at *6. Thus, we conclude appellants failed to establish

by a preponderance of the evidence that appellees’ claims are based on, related to, or are in

response to appellants’ exercise of their right of free speech as defined by the TCPA.

       Because appellees’ lawsuit does not implicate appellants’ “constitutional rights . . . to

petition, speak freely, associate freely, and otherwise participate in government,” see CIV. PRAC.

& REM. § 27.002, we overrule the Pearl defendants’ first, second, third, and fourth issues and

AVAD’s first and second issues. Accordingly, we need not address the following matters raised

in the Pearl defendants’ fifth, sixth, and seventh issues and AVAD’s third and fourth issues:

whether the TCPA’s commercial speech exemption applies; whether appellees established by clear

and specific evidence a prima facie case for each essential element of its claims against appellants;

whether AVAD proved its independent discovery defense by a preponderance of the evidence; or

whether appellants were entitled to an award of attorney’s fees, costs and an award of sanctions.

See Tervita, LLC v. Sutterfield, 482 S.W.3d 280, 287 (Tex. App.—Dallas 2015, pet. denied)




                                               –12–
(because appellant failed to meet its burden of showing TCPA applied to appellees’ claim,

appellate court need not address other prongs of TCPA analysis).6

           We affirm the trial court’s order denying appellants’ motions to dismiss pursuant to the

TCPA.



                                                                                /Ada Brown/
                                                                                ADA BROWN
                                                                                JUSTICE


181012F.P05




      6
         We also have not addressed the argument raised in appellees’ brief that we can affirm the trial court’s ruling because appellants failed to
address a potential ground on which the trial court could have denied their motions to dismiss. In response to the motions, appellees argued a TCPA
dismissal in this case would violate the open courts and due course guarantees of the Texas Constitution because appellants violated a rule 11
agreement by producing heavily redacted documents without asserting claims of privilege and, with respect to AVAD, failing to search for backups
of deleted emails. The clerk’s record, however, does not contain a motion to compel filed by appellees. The docket sheet shows a motion to compel
was filed on August 3, 2018, but also indicates a hearing on the motion was taken off the docket for lack of a proper three-day notice. Because
appellees did not obtain a ruling on a motion to compel in the trial court, it waived its argument that the discovery violations were an independent
ground on which the trial court could have denied appellants’ motions to dismiss. See TEX. R. APP. P. 33.1(a)(1) (providing that, to preserve error,
party must present complaint to trial court via timely objection or request and obtain a ruling); see, e.g., Mayfield v. Fullhart, 444 S.W.3d 222, 226
(Tex. App.—Houston [14th Dist.] 2014, pet. denied) (failure to obtain ruling on discovery dispute waives challenge to summary judgment on
ground movant did not adequately respond to discovery request); see also Corona v. Pilgrim’s Pride Corp., 245 S.W.3d 75, 84 (Tex. App.—
Texarkana 2008, pet. denied).

                                                                       –13–
                               Court of Appeals
                        Fifth District of Texas at Dallas
                                       JUDGMENT

 PEARL ENERGY INVESTMENT                             On Appeal from the 191st Judicial District
 MANAGEMENT, LLC, PEARL ENERGY                       Court, Dallas County, Texas
 INVESTMENTS, L.P., WILLIAM                          Trial Court Cause No. DC-18-03007.
 QUINN, AND AVAD ENERGY                              Opinion delivered by Justice Brown;
 PARTNERS, LLC, Appellants                           Justices Schenck and Pedersen, III
                                                     participating.
 No. 05-18-01012-CV          V.

 GRAVITAS RESOURCES
 CORPORATION AND ALAN PINTO,
 Appellees

     In accordance with this Court’s opinion of this date, the judgment of the trial court is
AFFIRMED.

     It is ORDERED that appellees GRAVITAS RESOURCES CORPORATION AND
ALAN PINTO recover their costs of this appeal from appellants PEARL ENERGY
INVESTMENT MANAGEMENT, LLC, PEARL ENERGY INVESTMENTS, L.P., WILLIAM
QUINN, AND AVAD ENERGY PARTNERS, LLC.


Judgment entered this 7th day of August, 2019.




                                              –14–