Nicholas Kreines, David P. Ryan, Liberty Mineral Partners LLC, Nak Resources INC., and CGR Oil and Gas, LLC v. ES3 Minerals, LLC

Opinion

ACCEPTED 15-25-00027-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 4/8/2025 4:37 PM NO. 15-25-00027-CV CHRISTOPHER A. PRINE CLERK IN THE COURT OF APPEALS FILED IN FOR THE FIFTEENTH JUDICIAL DISTRICT 15th COURT OF APPEALS AUSTIN, TEXAS AT AUSTIN, TEXAS 4/8/2025 4:37:46 PM CHRISTOPHER A. PRINE NICHOLAS KREINES, DAVID P. RYAN, LIBERTY MINERAL Clerk PARTNERS LLC, NAK RESOURCES INC, AND CGR OIL AND GAS, LLC, Appellants, v.

ES3 MINERALS, LLC, Appellee.

APPELLANTS’ MOTION FOR APPELLATE REVIEW UNDER TRAP 29.6

Appellants Nicholas Kreines (“Kreines”), David P. Ryan (“Ryan”),

Liberty Mineral Partners LLC (“LMP”), NAK Resources Inc. (“NAK”), and

CGR Oil and Gas, LLC (“CGR,” and all together, the “Appellants”) file this

Motion for Appellate Review under TRAP 29.6.

PROCEDURAL BACKGROUND

Appellants appealed a temporary injunction order issued in ES3

Minerals, LLC v. Nicholas Kreines, et al., Cause No. D-1-GN-24-006854 in

the 459th Judicial District Court in Travis County, Texas on December 20,

2024 (the “Temporary Injunction”). Via the docket-equalization procedure,

the appeal was transferred to the Eighth Court of Appeals at El Paso. Appellants subsequently removed the case to the Business Court on

December 23, 2024. As a result of that transfer, this Court accepted a

transfer of venue under Texas Rule of Appellate Procedure 27a on

March 18, 2025.

On February 27, 2025, the Business Court simultaneously heard

Appellants’ Motion to Dissolve the Temporary Injunction and Appellee’s

Motion to Modify Temporary Injunction. The Business Court issued its

Order Modifying Temporary Injunction and a Modified Temporary

Injunction reflecting those modifications on April 7, 2025.

ARGUMENT & AUTHORITIES

Appellants request the Court review the Order Modifying

Temporary Injunction and the Modified Temporary Injunction, copies of

which are attached hereto as Exhibits A and B, respectively, and

included in the supplemental record filed contemporaneously with this

motion. See Tex. Civ. Prac. & Rem. Code § 29.6(b).

Under Texas Rule of Appellate Procedure 29.6, “[w]hile an appeal

from an interlocutory order is pending, on a party’s motion . . . the

appellate court may review . . . a further appealable interlocutory order

concerning the same subject matter . . . .” Tex. R. App. P. 29.6(a)(1). An

2 appeal from an order modifying a temporary injunction is an appealable

interlocutory appeal. “Because an order that modifies a temporary

injunction is the equivalent of an order that dissolves a temporary

injunction and grants a new one, Section 51.014 [of the Texas Civil

Practices & Remedies Code] grants an appellate court ‘jurisdiction to

review an order modifying a temporary injunction by interlocutory

appeal.’” W. I-10 Volunteer Fire Dep’t v. Harris Cnty. Emergency Servs.

Dist. No. 48, 507 S.W.3d 356, 359 (Tex. App.—Houston [1st Dist.] 2016,

no pet.), overruled in part on other grounds by Harley Channelview

Props., LLC v. Harley Marine Gulf, LLC, 690 S.W.3d 32, 41 n.50 (Tex.

2024) (quoting Ahmed v. Shimi Ventures, L.P., 99 S.W.3d 682, 689 (Tex.

App.—Houston [1st Dist.] 2003, no pet.)).

The Modified Temporary Injunction is also reviewable as it

concerns the same subject matter as the Temporary Injunction. Indeed,

both are nearly identical to each other, with the exception that the

Business Court modified paragraph 13. See Tanguy v. Laux, 259 S.W.3d

851, 855 (Tex. App.—Houston [1st Dist.] 2008, no pet.) (permitting review

where temporary injunction and later amended temporary injunction

were “substantively the same.”); Ahmed, 99 S.W.3d at 687 (permitting

3 review where injunction orders concerned “exactly the same subject

matter.”).

Appellants request that the Court review the Modified Temporary

Injunction as it is the current injunction to which Appellants are subject.

By permitting review of the Modified Temporary Injunction, the Court

will allow the parties to litigate the live injunction, thereby preventing

waste of judicial resources, as contemplated by Texas Rule of Appellate

Procedure 29.6. Appellants seek to submit their Brief on the Merits

based on the Modified Temporary Injunction, subject to the Court’s grant

of Appellants’ Motion for Extension of Time to File Brief filed on April 7,

2025.

For these reasons, Appellants request that this Court grant

Appellants’ Motion for Appellate Review. Appellants also request any

other relief to which they may be entitled.

4 Respectfully submitted,

LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C. 816 Congress Avenue, Suite 1900 Austin, Texas 78701 (512) 322-5800 Phone (512) 472-0532 Facsimile

By: /s/ James F. Parker JAMES F. PARKER State Bar No. 24027591 jparker@lglawfirm.com GABRIELLE C. SMITH State Bar No. 24093172 gsmith@lglawfirm.com SYDNEY P. SADLER State Bar No. 24117905 ssadler@lglawfirm.com

ATTORNEYS FOR APPELLANTS

5 CERTIFICATE OF CONFERENCE

I hereby certify that I spoke with counsel for Appellee, Michael Marin, on April 8, 2025. Mr. Marin informed me that Appellee does not oppose the Court’s review of the Modified Temporary Injunction.

/s/ James F. Parker JAMES F. PARKER

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing document has been forwarded to the following attorneys of record via the Court’s electronic filing case management system and electronic mail on this 8th day of April, 2025.

Michael D. Marin mmarin@boulettegolden.com Tori B. Bell tori@boulettegolden.com BOULETTE GOLDEN & MARIN L.L.P. 2700 Via Fortuna, Suite 250 Austin, TX 78746

ATTORNEYS FOR APPELLEE

/s/ James F. Parker JAMES F. PARKER

6 EXHIBIT A The Business Court of Texas, Third Division

ES3 MINERALS, LLC, § Plaintiff/Counter-Defendant, § § v. § NICHOLAS KREINES, DAVID P. § RYAN, LIBERTY MINERAL § Cause No. 24-BC03B-0005 PARTNERS LLC, NAK RESOURCES, § INC., AND CGR OIL AND GAS, LLC, § Defendants/Counter-Plaintiffs. § § ═══════════════════════════════════════ ORDER MODIFYING TEMPORARY INJUNCTION ═══════════════════════════════════════ Before the Court are two motions addressing the Temporary Injunction entered by

Judge Eiserloh on November 26, 2024, 1) Defendants’ Motion to Dissolve and 2)

Plaintiff’s Opposed Motion to Modify Temporary Injunction, Subject to Response to

Motion to Dissolve. As detailed below, the Court partially grants Plaintiff’s motion to

modify and modifies paragraph 13 and the corresponding “Ordered” section of the

Temporary Injunction, enters a Modified Temporary Injunction Order as reflected in the

attached Exhibit A, and denies all other relief requested. BACKGROUND

This lawsuit was filed in Travis County District Court on September 18, 2024. ES3

Minerals, LLC (“ES3”) moved for a temporary injunction that was heard on October 29,

2024 and October 30, 2024 by Judge Eiserloh. On November 26, 2024, the trial court

entered a temporary injunction against Defendants Nicholas Kreines (“Kreines”), David

Ryan (“Ryan”), and Liberty Mineral Partners LLC (“LMP”). In its seven-page injunction,

the trial court found that ES3 had asserted valid causes of action, shown a probable right

to recover on multiple claims, and had shown there would be a probable, imminent, and

irreparable injury from the actions ES3 sought to enjoin. The trial court enjoined Kreines,

Ryan and LMP from: 1) “Entering or negotiating any transaction with any of Plaintiff’s

Buyers”; 2) “Encouraging Plaintiff’s Buyers to discontinue or limit their relationships with

Plaintiff”; and 3) Soliciting any of Plaintiff’s employees or officers for employment or

encouraging them to terminate their relationships with Plaintiff.” 1 To identify the

prohibited transactions the order included the following definitional paragraph:

13. The Court finds that Plaintiff’s list of Plaintiff’s Buyers attached to this order (which is marked CONFIDENTIAL) are ES3 customers for whom Kreines was a representative to and did business with on behalf of ES3 during the 24-month period preceding Kreines’s termination date of January 31, 2024, and specifically incudes the entities on the list as well as any subsidiaries, funds or other entities, formed by the listed entities for the purposes of executing a transaction as well as entities the individual contacts on the list are currently working for, and thus are within the definition of Customers and Prospective Customers under the Agreements. 2

1 Temporary Inj. 6, Dec. 18, 2024. 2 Id. ¶ 13, Dec. 18, 2024 (emphasis added). Attached to the order was a list, deemed confidential by the trial court, of over 90

specific “ES3 Trusted Buyers” and approximately 200 associated contacts with whom the

Defendants were enjoined from negotiating a transaction.

After the temporary injunction was issued, Defendants removed this action to the

Texas Business Court on December 23, 2024. Defendants then filed Defendants' Motion

to Dissolve Temporary Injunction, ES3 filed their response, and Defendants filed a reply in

support. Plaintiffs then filed Plaintiff’s Opposed Motion to Modify Temporary Injunction,

Subject to Response to Motion to Dissolve and Defendants filed their response. Both

motions were heard on February 27, 2025.

In their motion, Defendants argue the temporary injunction is deficient in the

following ways: 1) it does not meet the specificity requirement of Rule 683 since it fails to

identify the specific customers with whom the Defendants are prohibited from transacting

business; 2) the temporary injunction does not set forth the reasons for its issuance in

violation of Rule 683; and 3) the bond amount set for the temporary injunction is

insufficient.

In its response, ES3 argues the injunction is sufficiently specific, that Defendants’

motion is an attempt to relitigate issues previously decided by the trial court, and the

injunction sufficiently sets forth the reasons for its issuance. In their motion to modify,

while not conceding the validity of Defendants’ motion, ES3 suggests modifications to the

temporary injunction aimed at addressing Defendants’ specificity contentions. ANALYSIS

To analyze the alleged deficiencies in the temporary injunction order, the Court

reviews relevant case law and the text of Texas Rules of Civil Procedure 683 and 684.

Legal Standard

The purpose of a motion to dissolve is to provide a means to show that changed

circumstances or changes in the law require the modification or dissolution of the

injunction; it is not to give an unsuccessful party an opportunity to relitigate the propriety

of the original grant.” 3 A respondent cannot use a motion to dissolve or a motion to modify

to relitigate the basis for the injunction when the basis has not changed. 4 Decrees of

injunction may be reviewed, opened, vacated or modified by the trial court upon a showing

of changed circumstances. 5 The determination of the question of whether to dissolve a

temporary injunction is a matter lying within the discretion of the trial court. 6 The trial

court has no duty, upon the filing of a motion to dissolve, to reconsider the propriety of the

granting of a temporary injunction, at least where the motion does not allege fundamental

error, and also where the motion is not based upon evidence of changed conditions but is

3 Tober v. Turner of Texas, Inc., 668 S.W.2d 831, 836 (Tex. App.—Austin 1984, no writ) ); see also, e.g., Gruss v. Gallagher, 680 S.W.3d 642, 660 (Tex. App.—Houston [14th Dist.] 2023, no pet.); Chase Manhattan Bank v. Bowles, 52 S.W.3d 871, 879 (Tex. App.—Waco 2001, no pet.); Murphy v. McDaniel, 20 S.W.3d 873, 877 (Tex. App.—Dallas 2000, no pet.). 4 Chase Manhattan Bank, 52 S.W.3rd at 879. 5 See Id. quoting (Smith v. O'Neill, 813 S.W.2d 501, 502 (Tex. 1991)). 6 Tober, 668 S.W.2d at 834. rather based upon evidence which was before the court at the prior hearing on the motion

to grant the temporary injunction. 7

Rule 683 and 684

Texas Rule of Civil Procedure 683 governs orders granting injunctions and

restraining orders and requires the order to set forth the reasons for its issuance, be specific

in its terms, and describe in reasonable detail the act or acts sought to be restrained. 8 The

requirements of Rule 683 “are mandatory, and an order granting a temporary injunction

that does not meet them is subject to being declared void and dissolved.” 9 A trial court's

failure to comply with an express requirement of Rule 683 is fundamental error; 10 it renders

the injunctive order void, rather than merely voidable. 11

“An injunction must be definite, clear, and concise, leaving the person enjoined in

no doubt about his duties, and should not call on him for interpretations, inferences, or

conclusions.” 12

7 Id. at 835. 8 TEX. R. CIV. P. 683. 9 Qwest Communs. Corp. v. AT&T Corp., 24 S.W.3d 334, 337 (Tex. 2000) (per curiam). 10 See Henke v. Peoples State Bank, 6 S.W.3d 717, 721 (Tex. App. —Corpus Christi 1999, pet. dism'd w.o.j.), abrogation recognized by Tex. Wrecker Serv. v. Resendez, No. 13-16-00515-CV, 2017 WL 711642, at *5 (Tex. App.—Corpus Christi–Edinburg Feb. 23, 2017, no pet.); Glennie v. Petty, 591 S.W.2d 951, 952 (Tex. App.—Tyler 1979, no pet.); United Farm Workers, AFL-CIO v. H.E. Butt Grocery Co., 590 S.W.2d 600, 606 (Tex. App.—Corpus Christi 1979, no writ) (holding that trial court’s entry of overbroad injunction was not fundamental error and modifying rather than reversing order). See, e.g., In re Luther, 620 S.W.3d 715, 721 (Tex. 2021) (orig. proceeding) (per curiam); Grounds 11

v. First GroundRock Royalties, LLC, 629 S.W.3d 674, 678 (Tex. App.—San Antonio 2021, no pet.); In re Chaumette, 456 S.W.3d 299, 307 (Tex. App.—Houston [1st Dist.] 2014, no pet.); In re Corcoran, 343 S.W.3d 268, 269 (Tex. App.—Houston [14th Dist.] 2011, no pet.). 12 Vaughn v. Drennon, 202 S.W.3d 308, 316 (Tex. App.—Tyler 2006, no pet.). Additionally, Texas Rule of Civil Procedure 684 requires a court granting any

temporary restraining order to set a bond, executed by the applicant, and filed with the

clerk. 13 The determination of the adequacy of the bond set by the trial court is to be made

on a case-by-case basis considering the record before the reviewing court. 14 The amount of

a bond is within the trial court's sound discretion and will not be disturbed on appeal absent

an abuse of that discretion. 15 The failure to require a bond in a sufficient amount does not

render an injunction void. 16

Application

The Court considers each of the Defendants’ contentions concerning the alleged

deficiencies in the temporary injunction order beginning with their allegations that the

injunction does not sufficiently specify who the parties are prohibited from transacting

business.

i. Specificity of Prohibited Acts

Defendants’ specificity arguments focus on portions of paragraph 13 that apply the

injunction to, not only the individually listed and named “Plaintiffs Buyer’s,” but

provisions that expand the definition of “Plaintiffs Buyer’s” to include:

13 TEX. R. CIV. P. 684. 14 IAC, Ltd. v. Bell Helicopter Textron, Inc., 160 S.W.3d 191, 203 (Tex. App.—Fort Worth 2005, no pet.). 15 Id. 16 El Paso Dev. Co. v. Berryman, 729 S.W.2d 883, 888 (Tex.App.—Corpus Christi 1987, no writ). any subsidiaries, funds or other entities, formed by the listed entities for the purposes of executing a transaction as well as entities the individual contacts on the list are currently working for, and thus are within the definition of Customers and Prospective Customers under the Agreements. 17

Defendants argue this language does not meet the specificity requirement of Rule

683 for multiple reasons. They assert they have no way of knowing the corporate structure

of entities to whom they cannot sell mineral interests. To enforce the temporary injunction,

they claim, the Court would be forced to conduct an additional hearing to consider evidence

about the buyer’s corporate structure, the purpose for which a corporate structure was

organized, and the buyer’s roster of employees. Defendants also argue other courts have

rejected non-specific provisions included in similar orders. Defendants primarily cite three

cases in support of their arguments: In re Luther, Computek Computer & Office Supplies,

Inc. v. Walton and In re Krueger.

ES3 contends the temporary injunction issued by the trial court is sufficiently

specific. It argues it is common in the mineral industry for buyers to form transaction

specific entities and that Kreines, as the principal relationship manager to ES3’s Buyers for

several years, knows exactly which buyers are off-limits to him and Defendants. ES3 notes

the temporary injunction attaches a specific list of ES3’s Buyers and includes an

explanation of the entities and individuals that are off-limits. Finally, ES3 argues the

language concerning subsidiaries, funds, or other entities, and the language restricting

Defendants from doing business with individuals on the list, regardless of where they work,

is necessary to prevent circumvention of the injunction.

17 Temporary Inj. ¶ 13, Dec. 18, 2024. The Court first reviews Defendants’ cited cases: Luther, Computek, and Krueger.

In Luther, a Dallas salon owner sought relief from a contempt judgment issued

against her for violating a temporary restraining order that prohibited her from operating

in-person services during the COVID-19 pandemic. 18 Luther argued that the order was void

since it did not specify the exact conduct prohibited. 19 The Texas Supreme Court agreed,

ruling that temporary restraining order issued by the trial court, failed to clearly outline

which specific regulations Luther violated or which services at the salon were restrained. 20

The Court reasoned, “Luther could not know without analyzing a multitude of

regulations—state, county, and city emergency orders referenced in the temporary

restraining order, plus the federal guidelines they referenced—what conduct was

prohibited at any given time the temporary restraining order was in effect.” 21

More persuasive is Computek. 22 There, OEM, an office supply company, sued

Computek and its owner, a former OEM employee, alleging theft of OEM’s trade secrets. 23

After the trial court issued a permanent injunction, Computek appealed, asserting the

injunction was improperly broad and lacked specificity since it failed to clearly identify

which OEM clients Computek could not contact. 24 The Dallas Court of Appeals agreed,

18 In re Luther, 620 S.W.3d at 718. 19 Id. 20 Id. at 723. 21 Id. 22 Computek Comput. & Off. Supplies, Inc. v. Walton, 156 S.W.3d 217 (Tex. App.—Dallas 2005, no pet.). 23 Id. at 219–20. 24 Id. at 221–22. noting that the injunction needed to specifically name the clients and define the

information that could not be used or disclosed and that the lack of specificity could not be

cured by any knowledge Computek might have outside the permanent injunction. 25

In re Krueger involved an executive barred from “contacting any of Cru Energy,

Inc.’s investors or potential investors, or any other persons doing business with or

potentially a participant in the business of Cru Energy, Inc.” 26 The district court found

Krueger violated that provision by sending emails to vendors of Cru Energy. 27 On review,

the Austin Court of Appeals found the injunction was not sufficiently specific since it failed

to describe in reasonable detail the individuals or organizations that Krueger was

prohibited from contacting. 28 Notably, the injunction failed to name or otherwise identify

those who are considered “investors or potential investors” of Cru Energy, and those who

are “persons doing business with or potentially a participant in the business of” Cru

Energy. 29 The Court rejected Cru’s argument that Krueger was in a position to know who

the investors and persons were doing business with Cru energy because an injunction must

be as “definite, clear and precise as possible . . . without calling on [the enjoined party] for

25 Id. at 222–23 (“Thus, the injunction itself must provide the specific information as to the off- limits clients, without inferences or conclusions, or, in this case, implied references to other records Computek might have.”). 26 No. 03-12-00838-CV, 2013 WL 2157765, at *1 (Tex. App.—Austin May 16, 2013, orig. proceeding). 27 Id. at *2. 28 Id. at *8. 29 Id. inferences or conclusions about which persons might well differ and without leaving

anything for further hearing.” 30

The Court finds Computek and Kruger persuasive and analogous to paragraph 13 of

the order issued by the trial court. Here, the injunction specifically names the ES3 Buyers

that are off-limits to Defendants and attaches a list of those entities and individuals. These

provisions are definite, specific and clear and the Court declines Defendants’ suggestion to

modify those provisions.

However, the second prohibition contained in paragraph 13 of the temporary order

is less specific. It includes, in addition to the list of ES3 Buyers, “any subsidiaries, funds

or other entities, formed by the listed entities for the purposes of executing a transaction”

and “entities the individual contacts on the list are currently working for . . . .” 31 As in

Computek, the prohibition on business dealings with “subsidiaries, funds, or other

entities” depends on Defendants’ knowledge of the ownership structure of the companies

with whom they are attempting to enter a deal or it would require Defendants to perform

an inquiry prior to dealing with any new companies and is comparable to the language in

Computek that the Court found problematic. Similarly, the clause in paragraph 13 that

prohibits executing a transaction with entities and individuals on the list that “are

currently working for” the individual or entity would require Defendants to conduct an

30 Id.

31 Temporary Inj. ¶ 13, Dec. 18, 2024. inquiry prior to any transaction about the status of any individuals and employees employed

by the entity.

Rule 683 provides that a temporary injunction “shall describe in reasonable detail

and not by reference to the complaint or other document, the act or acts sought to be

restrained.” 32 The purpose of Rule 683’s specificity requirement is to “ensure that parties

are adequately informed of the acts they are enjoined from doing and the reasons for the

injunction.” 33 The Texas Supreme Court has required “strict compliance with Rule 683,

so that a temporary restraining order itself informs a party, unambiguously and with a

reasonable degree of specificity, of the conduct to be restrained.” 34 The requirements of

Rule 683 are mandatory and must be strictly followed. 35

Here, the order falls short of those specificity provisions. Therefore, the Court

modifies the two definitional provisions in paragraph 13, as reflected in the attached

Exhibit A, to more clearly specify the acts Kreines, Ryan and LMP are prohibited from

committing.

ii. Sufficiency of reasoning for issuance of temporary injunction

Defendants also allege the temporary injunction fails to provide sufficient reasons

for its issuance as required by Rule 683. Defendants contend that the temporary injunction

order “must explain the reasons why the court believes the applicant’s probable right will

32 TEX. R. CIV. P. 683. McCaskill v. Nat'l Circuit Assembly, No. 05-17-01289-CV, 2018 WL 3154616, at *2 (Tex. App.— 33

Dallas June 28, 2018, no pet.) (mem. op.). 34 In re Luther, 620 S.W.3d at 723. 35 Id.; Qwest, 24 S.W.3d at 337. be endangered if the writ does not issue.” 36 Citing Home Asset, Inc. v MPT of Victory Lakes

Fcer LLC, an unpublished opinion from the Houston Court of Appeals, Defendants argue

that to the extent reasons were set forth in the temporary injunction issued by the Court,

they were conclusory and did not “articulate the factual basis on which it rests, effectively

insisting that the reader accept the writer’s say-so without explanation.” 37

In response, ES3 argues the temporary injunction sufficiently sets forth the reasons

for its issuance. ES3 notes the Court found it is likely to succeed in “proving Kreines

misappropriated ES3’s trade secrets for its own benefit and for the benefit of LMP and will

continue to do so,” that ES3 “will probably succeed on its breach of contract and tortious

interference claims against the Defendants based on factual findings,” that “Kreines and

Ryan violated the Agreements and continue to do so” that the “Plaintiff has shown there

would be a probable imminent and irreparable injury from the actions it seeks to enjoin”

and that it sets forth “the reason why ES3 would suffer probable, imminent and irreparable

injury absent an injunction.” 38

36 Def.s’ Mot. to Dissolve Temporary Inj. 18, Jan. 7, 2025; IPSecure, Inc. v. Carrales, No. 04-16- 00005-CV, 2016 WL 3342108, at *2 (Tex. App.—San Antonio June 15, 2016, no pet.)(mem. op.). Home Asset, Inc. v MPT of Victory Lakes Fcer, LLC, No. 01-22-00441-CV, 2023 WL 3183322, at 37

*2 (Tex. App.—Houston [1st Dist.] May 2, 2023, no pet.) (mem. op.); Def.s’ Mot. to Dissolve Temporary Inj. 18, Jan. 7, 2025. 38 Pl.’s Resp. to Def.s’ Mot. To Dissolve Temporary Inj. 21–22, Feb 14, 2025. Rule 683 requires a temporary injunction to include the “reasons for its issuance.” 39

That requirement is mandatory and a temporary injunction that does not meet it is subject

to being declared void and dissolved as it would constitute fundamental error. 40

While Defendants relies on Home Asset and Clark the underlying facts there are

distinguishable. In Home Asset, the Court found that a single sentence in a temporary order

that addressed irreparable injury, stating that “the appellees will be irreparably harmed if

the appellants are allowed to terminate the leases without explaining why doing so will

cause irreparable harm” was a “mere recital” and therefore insufficient under Rule 683

and therefore void. 41

The facts in Clark v. Hastings are also distinguishable. In Clark, the trial court

entered an injunction that it modified just two weeks later by entering a second order. 42

The Houston Appellate Court found the changes made by the second order to be of a

“substantive nature” making it the operative temporary injunction order subject to the

requirements of Rule 683. 43 The Court held the order contained no attempt to satisfy the

requirements of Rule 683 and both parties agreed the second order was insufficient. 44 The

Court also commented that even if both orders were read in tandem, the only language that

39 TEX. R. CIV. P. 683. 40 See Henke, 6 S.W.3d at 721. 41 2023 WL 3183322, at *2–3. 42 Clark v. Hastings Equity Partners, LLC, 651 S.W.3d 359, 363–64 (Tex. App. 2022). 43 Id. at 370. 44 Id. at 370, 371 n.8. provided the basis for the ruling was itself insufficient. 45 That portion of the order provided,

“The Respondents have violated certain covenants contained in the said Securities

Purchase Agreement and will, if not restrained, likely engage in conduct that will cause

Petitioners to suffer immediate and irreparable injury, loss or damage; and . . . the

threatened damage to Petitioners is impossible to accurately and fully assess.” 46 The Court

held this brief, conclusory explanation did not satisfy Rule 683.

The trial court’s order here is more detailed and contains significantly more

exposition than those in Clark. In fact, the trial court’s temporary injunction contained

multiple provisions that “set forth the reasons” for the issuance of the injunction. In

addition to the excerpts ES3 cited above, the temporary injunction begins by summarizing

parties briefing leading up to the temporary injunction. 47 It also contains paragraph 16

entitled “Probable, Imminent, And Irreparable Harm” that provides among other things

that: “Plaintiff has shown . . . the loss of exclusive use of its Trade Secrets, a loss of deals

with specific buyers, a decrease in gross profits, and a loss of employees, which is likely to

continue unless Defendants are enjoined.” 48 Paragraph 16 also recites that Ryan and

Kreines were “closely associated with Plaintiff’s goodwill, and by their actions they have

diluted Plaintiff’s goodwill with Plaintiff’s Buyers and will continue to do so.” 49 The

45 Id. at 374. 46 Id. 47 Temporary Inj. Page 1, Dec. 18, 2024. 48 Id. ¶ 16. 49 Id. imminent and irreparable injuries are identified as “misappropriation of trade secrets . . .

loss of goodwill and customers” and “breaches of their noncompetition agreements.” 50

And while the seven-page order does not provide an exhaustive exposition of the

factual basis underlying its conclusions and could have contained additional specificity, the

Court finds the order contains a sufficient description to “set forth the basis” of the

injunction.

iii. Bond Sufficiency

Finally, Defendants challenge the bond amount set by the trial court. Following the

hearing conducted in this matter, the trial court’s temporary injunction set ES3’s bond at

$25,000. Defendants contend the bond amount is inadequate and contrary to the evidence.

Defendants rely on Franklin Sav. Association v. Reese, a case from the Austin Court of

Appeals where the trial court found a $10,000 bond an improper and disproportionately

small sum, unable to protect the $25 to $50 Million property at issue. 51 They also rely on

Justice Young’s dissent in Van Huis v. Marine Ventures, Ltd., where he asserted that a

nominal bond in a high value case “could be tantamount to dispensing the bond requirement

altogether.” 52

In response, Plaintiff argues that the Defendants are attempting to relitigate issues

determined in the sound discretion of the court and that the bond amount is sufficient based

on the evidence. ES3 also contends Texas law requires evidence of lost-profits, not lost-

50 Id. 51 756 S.W.2d 14, 16 (Tex. App.—Austin 1988, no writ). 52 672 S.W.3d 22, 26 (Tex. 2023) (Young, J., dissenting). gross revenues, 53 and that Defendants have provided only evidence of lost-gross revenues.

Finally, ES3 cites Topheavy Studios, Inc. v. Doe, contending that without evidence of lost

profits, the $25,000 bond amount is sufficient as a matter of law. 54

Rule 684 requires the trial court to set a bond when it grants a temporary

injunction. 55 The text of the rule provides no guidance on the “amount of security” the

Court must require. 56 But courts have held that the purpose of a bond is to protect the

enjoined party from any possible damages occurring as a result of an improperly granted

injunction. 57 The amount of a bond is within the trial court's sound discretion, but a

temporary injunction issued without a bond is void. 58 And the failure to require a bond in

a sufficient amount does not render an injunction void. 59

“The purpose of the motion to dissolve is to provide a means to show that changed

circumstances or changes in the law require the modification or dissolution of the

53 See, e.g., Holt Atherton Indus., Inc. v. Heine, 835 S.W.2d 80, 83 n.1 (Tex. 1992) (“The correct measure of damages is lost net profit, not gross profits.”); Kellmann v. Workstation Integrations, Inc., 332 S.W.3d 679, 684 (Tex. App.—Houston [14th Dist.] 2010, no pet.) (same); MJAH Holdings, LLC v. Henson, No. 03-18-00012-CV, 2019 WL 1413282, at *5 (Tex. App.—Austin Mar. 29, 2019, no pet.) (mem. op.) (same). 54 No. 03-05-00022-CV, 2005 WL 1940159, at *7–8 (Tex. App.—Austin Aug. 11, 2005, no pet.). 55 TEX. R. CIV. P. 684. 56 Id. 57 IAC, 160 S.W.3d at 203; Bayoud v. Bayoud, 797 S.W.2d 304, 312 (Tex. App.—Dallas 1990, writ denied). 58 Whitlow v. Polley, 670 S.W.2d 318, 319 (Tex. App.—Tyler 1984, no writ) (emphasis added); IAC, 160 S.W.3d at 203. 59 El Paso, 729 S.W.2d at 888. injunction; the purpose is not to give an unsuccessful party an opportunity to relitigate the

propriety of the original grant.” 60

In this case, this Court did not conduct the underlying temporary injunction hearing,

hear the evidence, issue the temporary injunction, nor set the amount of the bond. The

parties have presented insufficient evidence of changed circumstances since the issuance

of the current bond. And while a motion to dissolve is the proper mechanism to address a

void temporary injunction—one where no bond was set—here the district court temporary

injunction set a bond, which met the threshold requirements of Rule 684. 61 Since the

Defendants have not demonstrated a change of circumstances since the temporary

injunction was granted, the Court does not reconsider nor modify the amount of the original

bond setting.

SUMMARY

The Court, after examining the pleading and documents, the arguments of counsel,

and all other matters properly before the Court, finds:

• That paragraph 13 of the Temporary Injunction entered in the 459th Travis County

on November 26, 2024 does not sufficiently meet the specificity requirement under

Rule 683 and therefore should be partially modified.

• The Temporary Injunction sufficiently set forth the reasons for its issuance as

required by Rule 683.

60 Tober, 668 S.W.2d at 836. 61 See Id.; TEX. R. CIV. P. 684. • That the trial court set a bond in the case in accordance with Rule 684 and that no

changed circumstances have been plead that warrant the reexamination of the

sufficiency of the bond amount.

Based on the foregoing, the Court ORDERS a modification of the Temporary

Injunction issued on November 26, 2024 as reflected in the attached Exhibit A, and the

Court issues a new Modified Temporary Injunction reflecting those modifications. The

Court denies all other relief requested.

Hon. Patrick K. Sweeten Judge of the Texas Business Court Third Division

DATED: April 7, 2025 Exhibit A The Business Court of Texas, Third Division

ES3 MINERALS, LLC, § Plaintiff/Counter-Defendant, § v. § NICHOLAS KREINES, DAVID P. § RYAN, LIBERTY MINERAL § Cause No. 24-BC03B-0005 PARTNERS LLC, NAK § RESOURCES INC., AND CGR § OIL AND GAS, LLC, § Defendants/Counter-Plaintiffs. §

═══════════════════════════════════════ MODIFIED TEMPORARY INJUNCTION ═══════════════════════════════════════ On October 29–30th, 2024, the 459th District Court of Travis County heard Plaintiff ES3

Minerals, LLC’s (“Plaintiff” or “ES3”) Application for Temporary Injunction. On November 26,

2024, the district court issued a temporary injunction order. Later, the above-captioned case was

removed to this Court. This Court held a hearing on February 27, 2025, on Defendants’ Motion

to Dissolve Temporary Injunction and Plaintiff’s Opposed Motion to Modify Temporary

Injunction, Subject to Response to Motion to Dissolve and after examining the pleadings and

documents, the arguments of counsel, the evidence presented, and the full record, the Court finds

as follows: VALID CAUSES OF ACTION

1. Plaintiff has asserted valid causes of action.

I. PROBABLE RIGHT TO RELIEF

2. Plaintiff has shown a probable right to relief against Defendants Nicholas Kreines

(“Kreines”), David P. Ryan (“Ryan”), and Liberty Mineral Partners LLC (“LMP”).

A. DEFENDANT KREINES

3. The Court finds that Plaintiff has sufficiently shown that it will probably succeed

on the merits of its claims against Defendant Kreines for (1) violations of trade secret

misappropriation under the Texas Uniform Trade Secrets Act (“TUTSA”), (2) breaches of

fiduciary duty, and (3) breaches of contract (confidentiality, non-solicitation-of-buyers, non-

solicitation-of-employees, and non-competition provisions).

4. The Court finds that Plaintiff will probably succeed on its claim that Defendant

Kreines kept and continues to use and disclose materials and information that are Plaintiff’s trade

secrets to land deals for Defendant LMP, including deals with Plaintiff’s Buyers; that Defendant

Kreines facilitated a deal for Defendant LMP with an existing Plaintiff Buyer while still employed

with Plaintiff; and that Defendant Kreines solicited and will continue to solicit Plaintiff’s Buyers

and employees for Defendant LMP’s benefit.

B. DEFENDANT RYAN

5. The Court finds that Plaintiff has sufficiently shown that it will probably succeed

on the merits of its claims against Defendant Ryan for breaches of contract (non-solicitation-of-

buyers, non-solicitation-of-employees, and non-competition provisions). Plaintiff has also

sufficiently shown for this temporary injunction that the relevant provisions of Defendant Ryan’s

contract did not change after his brief absence from the company.

6. The Court finds that Plaintiff will probably succeed in showing that Defendant Ryan has made and will continue to make deals with Plaintiff’s Buyers.

C. DEFENDANT LMP

7. The Court finds that Plaintiff will probably succeed in showing that Defendant

LMP tortiously interfered with Plaintiff’s agreements with Defendants Kreines and Ryan

(including their noncompetition and non-solicitation provisions) and will continue to do so.

D. TRADE SECRETS MISAPPROPRIATED

8. The Court finds that Plaintiff will probably succeed on its claim that Plaintiff’s

Buyer information, including buyer lists, pricing information, contact information for key-decision

makers, the specific asset preferences of those buyers, and the details of the mineral interest

purchases of those buyers are Plaintiff’s trade secrets (“Trade Secrets”). The Court further finds

that Plaintiff will probably succeed on its claim that Plaintiff has taken reasonable measures under

the circumstances to keep this information secret, and this information derives independent

economic value, actual or potential, from not being generally known to, and not being readily

ascertainable through proper means by, other people who can obtain economic value from the

disclosure or use of the information. The Court further finds that Plaintiff will probably succeed

on its claim that Kreines misappropriated Plaintiff’s Trade Secrets for his own benefit and the

benefit of LMP and will continue to do so.

E. BREACH OF CONTRACT AND INTERFERENCE

9. The Court finds that Plaintiff will probably succeed on its claim that, as a condition

of employment with Plaintiff, Defendants Kreines and Ryan entered into Confidentiality, Non-

Competition and Non-Solicitation Agreements with identical terms (“Kreines Agreement” and

“Ryan Agreement” respectively, and together, “Agreements”).

10. The Court finds that Plaintiff will probably succeed on its claim that Defendant

Kreines has breached the Agreement’s confidentiality provisions by taking, using, and disclosing Plaintiff’s Confidential Information for his own benefit and for the benefit of Defendant LMP.

11. In Paragraph 4 of their respective Agreements, Kreines and Ryan agreed to the

following restrictions during employment with ES3 and for twenty-four (24) months thereafter:

Non-Competition; Non-Solicitation of Customers and Prospective Customers. Employee acknowledges that in the course of fulfilling Employee's responsibilities to ES3, Employee will be a representative of the company to, and in some instances may be ES3's primary contact with, existing customers as of the Termination date and prospective customers with whom ES3 has contacted within the 24-month period preceding the Termination date (collectively, "Customers and Prospective Customers"). Employee agrees that the goodwill and relationships developed with ES3's Customers and Prospective Customers is a special, valuable and unique asset of ES3 and should be used for the exclusive benefit of ES3. Accordingly, Employee agrees that, during Employee's employment with ES3 and for twenty-four (24) months thereafter, regardless of the reason for or manner of termination, Employee will not, directly or indirectly, except in connection with Employee's employment with ES3: . . .

(c) induce, solicit or take away (or attempt to induce, solicit, or take away) any Customer or Prospective Customer of ES3 and/or encourage any Customer or Prospective Customer to discontinue or limit its relationship with ES3; … or

(e) divert or discourage any Customer or Prospective Customer from entering into a business relationship with and/or obtaining products or services from ES3.

12. The Court finds that Plaintiff will probably succeed on its claim that: (a) Defendants

Kreines and Ryan have breached the Agreements’ Non-Competition and Non-Solicitation

Provisions by using for their own benefit Plaintiff’s’ goodwill and that they have diluted Plaintiff’s

goodwill with Plaintiff’s Buyers; (b) Defendants Kreines and Ryan have induced, solicited and

taken away (and attempted to induce, solicit, or take away) Plaintiff’s Buyers and have encouraged

Plaintiff’s Buyers to discontinue or limit their relationship with ES3; (c) Defendants Kreines and

Ryan have diverted or discouraged Plaintiff’s Buyers from entering into a business relationship

with and/or obtaining products or services from ES3; and (d) Defendant LMP was aware of

Defendant Kreines and Ryan’s contractual obligations to Plaintiff and intentionally interfered. 13. The Court finds that Plaintiff’s list of Plaintiff’s Buyers attached to this order ∗

(which is marked CONFIDENTIAL) are ES3 customers for whom Kreines was a representative

to and did business with on behalf of ES3 during the 24-month period preceding Kreines’s

termination date of January 31, 2024, and specifically includes the individuals and entities on the

list as well as any subsidiaries of those entities that are known to be subsidiaries by Kreines, Ryan

or LMP, and thus are within the definition of Customers and Prospective Customers under the

Agreements (“Plaintiff’s Buyers”). If an individual on the list begins working at a new entity, the

new entity is not included within the definition of Plaintiff’s Buyers, however the individual on

the list remains within the definition of Plaintiff’s Buyers and prohibitions on Kreines, Ryan and

LMP in this order apply to transactions where they have knowledge the individual is personally

involved.

14. In Paragraph 5 of their respective Agreements, Kreines and Ryan agreed to “that,

during Employee’s employment with ES3 and for twenty-four (24) months thereafter, regardless

of the reason for or manner of termination, Employee will not, on behalf of Employee or any other

person or entity except ES3, directly or indirectly hire, solicit, induce or encourage (or attempt to

hire, solicit, induce or encourage) any employee or officer of ES3 to terminate his/her relationship

with ES3, without the prior written consent of ES3.” The Court finds that Plaintiff will probably

succeed on its claim that Defendants Kreines and Ryan violated their Agreements by soliciting

Plaintiff’s employees, including Curtis Menchaca, inducing them to terminate their employment

with Plaintiff and work for LMP.

∗ The attached Plaintiff’s Buyers list has not been modified. 15. The Court finds that Plaintiff will probably succeed on its claim that the

Agreements are valid, and the post-employment restrictions recited above were ancillary to or a

part of an otherwise enforceable agreement at the time the Agreements were made; ES3 performed

under the Agreements; and Defendants Kreines and Ryan violated the Agreements and continue

to do so.

II. PROBABLE, IMMINENT, AND IRREPARABLE HARM

16. The Court finds that Plaintiff has shown there would be a probable imminent, and

irreparable injury from the actions it seeks to enjoin. Plaintiff has shown the loss of exclusive use

of its Trade Secrets, a loss of deals with specific buyers, a decrease in gross profits, and a loss of

employees, which is likely to continue unless Defendants are enjoined. Defendants Ryan and

Kreines were closely associated with Plaintiff’s goodwill, and by their actions they have diluted

Plaintiff’s goodwill with Plaintiff’s Buyers and will continue to do so. Plaintiff’s probable,

imminent, and irreparable injuries include:

a) Defendant Kreines’s misappropriation of trade secrets.

b) Plaintiff’s loss of goodwill and customers.

c) Defendants Kreines’s and Ryan’s breaches of their noncompetition agreements.

17. Any suit for money damages would not be an adequate remedy of law to protect

Plaintiff’s rights.

IT IS, THEREFORE, ORDERED that, until the time of final trial on the merits:

1. DEFENDANT KREINES, and any person acting in concert or participation with him

who receives actual notice of this Order, is commanded forthwith through January 31, 2026, to

cease and desist, and otherwise refrain from directly or indirectly:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above); b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff; and

d) Conspiring to circumvent the restrictions imposed by sections a–c.

2. DEFENDANT RYAN, and any person acting in concert or participation with him who

receives actual notice of this Order, is commanded forthwith through August 23, 2025, to cease

and desist, and otherwise refrain, from directly or indirectly:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above);

b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff.

d) Conspiring to circumvent the restrictions imposed by sections a–c.

3. DEFENDANT LMP, and any person acting in concert or participation with LMP who

receives actual notice of this Order, is commanded forthwith to cease and desist, and otherwise

refrain, from tortiously interfering with Kreines and Ryan’s agreements with Plaintiff not to:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above). This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff;

b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff. This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff. This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff.

d) Conspiring to circumvent the restrictions imposed by sections a–c. IT IS FURTHER ORDERED that trial is set before the Court on October 20, 2025 at

9:00 a.m.

The Clerk of the above-entitled Court shall forthwith issue a Modified Temporary

Injunction in conformity with the law and the terms of this Order.

This Order shall expire at such time as this Court enters judgment in this cause.

The bond filed by Plaintiff in conjunction with the prior injunction on December 18, 2024,

shall be sufficient for the issuance of this Modified Temporary Injunction.

Hon. Patrick K. Sweeten Judge of the Texas Business Court Third Division

DATED: April 7, 2025 EXHIBIT B The Business Court of Texas, Third Division

ES3 MINERALS, LLC, § Plaintiff/Counter-Defendant, § § v. § NICHOLAS KREINES, DAVID P. § RYAN, LIBERTY MINERAL § Cause No. 24-BC03B-0005 PARTNERS LLC, NAK RESOURCES, § INC., AND CGR OIL AND GAS, LLC, § Defendants/Counter-Plaintiffs. § §

═══════════════════════════════════════ MODIFIED TEMPORARY INJUNCTION ═══════════════════════════════════════ On October 29–30th, 2024, the 459th District Court of Travis County heard Plaintiff ES3

Minerals, LLC’s (“Plaintiff” or “ES3”) Application for Temporary Injunction. On November 26,

2024, the district court issued a temporary injunction order. Later, the above-captioned case was

removed to this Court. This Court held a hearing on February 27, 2025, on Defendants’ Motion

to Dissolve Temporary Injunction and Plaintiff’s Opposed Motion to Modify Temporary

Injunction, Subject to Response to Motion to Dissolve and after examining the pleadings and

documents, the arguments of counsel, the evidence presented, and the full record, the Court finds

as follows: VALID CAUSES OF ACTION

1. Plaintiff has asserted valid causes of action.

I. PROBABLE RIGHT TO RELIEF

2. Plaintiff has shown a probable right to relief against Defendants Nicholas Kreines

(“Kreines”), David P. Ryan (“Ryan”), and Liberty Mineral Partners LLC (“LMP”).

A. DEFENDANT KREINES

3. The Court finds that Plaintiff has sufficiently shown that it will probably succeed

on the merits of its claims against Defendant Kreines for (1) violations of trade secret

misappropriation under the Texas Uniform Trade Secrets Act (“TUTSA”), (2) breaches of

fiduciary duty, and (3) breaches of contract (confidentiality, non-solicitation-of-buyers, non-

solicitation-of-employees, and non-competition provisions).

4. The Court finds that Plaintiff will probably succeed on its claim that Defendant

Kreines kept and continues to use and disclose materials and information that are Plaintiff’s trade

secrets to land deals for Defendant LMP, including deals with Plaintiff’s Buyers; that Defendant

Kreines facilitated a deal for Defendant LMP with an existing Plaintiff Buyer while still employed

with Plaintiff; and that Defendant Kreines solicited and will continue to solicit Plaintiff’s Buyers

and employees for Defendant LMP’s benefit.

B. DEFENDANT RYAN

5. The Court finds that Plaintiff has sufficiently shown that it will probably succeed

on the merits of its claims against Defendant Ryan for breaches of contract (non-solicitation-of-

buyers, non-solicitation-of-employees, and non-competition provisions). Plaintiff has also

sufficiently shown for this temporary injunction that the relevant provisions of Defendant Ryan’s

contract did not change after his brief absence from the company.

6. The Court finds that Plaintiff will probably succeed in showing that Defendant Ryan has made and will continue to make deals with Plaintiff’s Buyers.

C. DEFENDANT LMP

7. The Court finds that Plaintiff will probably succeed in showing that Defendant

LMP tortiously interfered with Plaintiff’s agreements with Defendants Kreines and Ryan

(including their noncompetition and non-solicitation provisions) and will continue to do so.

D. TRADE SECRETS MISAPPROPRIATED

8. The Court finds that Plaintiff will probably succeed on its claim that Plaintiff’s

Buyer information, including buyer lists, pricing information, contact information for key-decision

makers, the specific asset preferences of those buyers, and the details of the mineral interest

purchases of those buyers are Plaintiff’s trade secrets (“Trade Secrets”). The Court further finds

that Plaintiff will probably succeed on its claim that Plaintiff has taken reasonable measures under

the circumstances to keep this information secret, and this information derives independent

economic value, actual or potential, from not being generally known to, and not being readily

ascertainable through proper means by, other people who can obtain economic value from the

disclosure or use of the information. The Court further finds that Plaintiff will probably succeed

on its claim that Kreines misappropriated Plaintiff’s Trade Secrets for his own benefit and the

benefit of LMP and will continue to do so.

E. BREACH OF CONTRACT AND INTERFERENCE

9. The Court finds that Plaintiff will probably succeed on its claim that, as a condition

of employment with Plaintiff, Defendants Kreines and Ryan entered into Confidentiality, Non-

Competition and Non-Solicitation Agreements with identical terms (“Kreines Agreement” and

“Ryan Agreement” respectively, and together, “Agreements”).

10. The Court finds that Plaintiff will probably succeed on its claim that Defendant

Kreines has breached the Agreement’s confidentiality provisions by taking, using, and disclosing Plaintiff’s Confidential Information for his own benefit and for the benefit of Defendant LMP.

11. In Paragraph 4 of their respective Agreements, Kreines and Ryan agreed to the

following restrictions during employment with ES3 and for twenty-four (24) months thereafter:

Non-Competition; Non-Solicitation of Customers and Prospective Customers. Employee acknowledges that in the course of fulfilling Employee's responsibilities to ES3, Employee will be a representative of the company to, and in some instances may be ES3's primary contact with, existing customers as of the Termination date and prospective customers with whom ES3 has contacted within the 24-month period preceding the Termination date (collectively, "Customers and Prospective Customers"). Employee agrees that the goodwill and relationships developed with ES3's Customers and Prospective Customers is a special, valuable and unique asset of ES3 and should be used for the exclusive benefit of ES3. Accordingly, Employee agrees that, during Employee's employment with ES3 and for twenty-four (24) months thereafter, regardless of the reason for or manner of termination, Employee will not, directly or indirectly, except in connection with Employee's employment with ES3: . . .

(c) induce, solicit or take away (or attempt to induce, solicit, or take away) any Customer or Prospective Customer of ES3 and/or encourage any Customer or Prospective Customer to discontinue or limit its relationship with ES3; … or

(e) divert or discourage any Customer or Prospective Customer from entering into a business relationship with and/or obtaining products or services from ES3.

12. The Court finds that Plaintiff will probably succeed on its claim that: (a) Defendants

Kreines and Ryan have breached the Agreements’ Non-Competition and Non-Solicitation

Provisions by using for their own benefit Plaintiff’s’ goodwill and that they have diluted Plaintiff’s

goodwill with Plaintiff’s Buyers; (b) Defendants Kreines and Ryan have induced, solicited and

taken away (and attempted to induce, solicit, or take away) Plaintiff’s Buyers and have encouraged

Plaintiff’s Buyers to discontinue or limit their relationship with ES3; (c) Defendants Kreines and

Ryan have diverted or discouraged Plaintiff’s Buyers from entering into a business relationship

with and/or obtaining products or services from ES3; and (d) Defendant LMP was aware of

Defendant Kreines and Ryan’s contractual obligations to Plaintiff and intentionally interfered. 13. The Court finds that Plaintiff’s list of Plaintiff’s Buyers attached to this order ∗

(which is marked CONFIDENTIAL) are ES3 customers for whom Kreines was a representative

to and did business with on behalf of ES3 during the 24-month period preceding Kreines’s

termination date of January 31, 2024, and specifically includes the individuals and entities on the

list as well as any subsidiaries of those entities that are known to be subsidiaries by Kreines, Ryan

or LMP, and thus are within the definition of Customers and Prospective Customers under the

Agreements (“Plaintiff’s Buyers”). If an individual on the list begins working at a new entity, the

new entity is not included within the definition of Plaintiff’s Buyers, however the individual on

the list remains within the definition of Plaintiff’s Buyers and prohibitions on Kreines, Ryan and

LMP in this order apply to transactions where they have knowledge the individual is personally

involved.

14. In Paragraph 5 of their respective Agreements, Kreines and Ryan agreed to “that,

during Employee’s employment with ES3 and for twenty-four (24) months thereafter, regardless

of the reason for or manner of termination, Employee will not, on behalf of Employee or any other

person or entity except ES3, directly or indirectly hire, solicit, induce or encourage (or attempt to

hire, solicit, induce or encourage) any employee or officer of ES3 to terminate his/her relationship

with ES3, without the prior written consent of ES3.” The Court finds that Plaintiff will probably

succeed on its claim that Defendants Kreines and Ryan violated their Agreements by soliciting

Plaintiff’s employees, including Curtis Menchaca, inducing them to terminate their employment

with Plaintiff and work for LMP.

∗ The attached Plaintiff’s Buyers list has not been modified. 15. The Court finds that Plaintiff will probably succeed on its claim that the

Agreements are valid, and the post-employment restrictions recited above were ancillary to or a

part of an otherwise enforceable agreement at the time the Agreements were made; ES3 performed

under the Agreements; and Defendants Kreines and Ryan violated the Agreements and continue

to do so.

II. PROBABLE, IMMINENT, AND IRREPARABLE HARM

16. The Court finds that Plaintiff has shown there would be a probable imminent, and

irreparable injury from the actions it seeks to enjoin. Plaintiff has shown the loss of exclusive use

of its Trade Secrets, a loss of deals with specific buyers, a decrease in gross profits, and a loss of

employees, which is likely to continue unless Defendants are enjoined. Defendants Ryan and

Kreines were closely associated with Plaintiff’s goodwill, and by their actions they have diluted

Plaintiff’s goodwill with Plaintiff’s Buyers and will continue to do so. Plaintiff’s probable,

imminent, and irreparable injuries include:

a) Defendant Kreines’s misappropriation of trade secrets.

b) Plaintiff’s loss of goodwill and customers.

c) Defendants Kreines’s and Ryan’s breaches of their noncompetition agreements.

17. Any suit for money damages would not be an adequate remedy of law to protect

Plaintiff’s rights.

IT IS, THEREFORE, ORDERED that, until the time of final trial on the merits:

1. DEFENDANT KREINES, and any person acting in concert or participation with him

who receives actual notice of this Order, is commanded forthwith through January 31, 2026, to

cease and desist, and otherwise refrain from directly or indirectly:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above);

b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff; and

d) Conspiring to circumvent the restrictions imposed by sections a–c.

2. DEFENDANT RYAN, and any person acting in concert or participation with him who

receives actual notice of this Order, is commanded forthwith through August 23, 2025, to cease

and desist, and otherwise refrain, from directly or indirectly:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above);

b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff.

d) Conspiring to circumvent the restrictions imposed by sections a–c.

3. DEFENDANT LMP, and any person acting in concert or participation with LMP who

receives actual notice of this Order, is commanded forthwith to cease and desist, and otherwise

refrain, from tortiously interfering with Kreines and Ryan’s agreements with Plaintiff not to:

a) Entering or negotiating any transaction with any of Plaintiff’s Buyers (as defined above). This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff;

b) Encouraging Plaintiff’s Buyers (as defined above) to discontinue or limit their relationships with Plaintiff. This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff; and

c) Soliciting any of Plaintiff’s employees or officers for employment or encouraging them to terminate their relationships with Plaintiff. This expires no later than twenty-four months after Defendants Kreines’s and Ryan’s terminations of employment with Plaintiff.

d) Conspiring to circumvent the restrictions imposed by sections a–c. IT IS FURTHER ORDERED that trial is set before the Court on October 20, 2025 at

9:00 a.m.

The Clerk of the above-entitled Court shall forthwith issue a Modified Temporary

Injunction in conformity with the law and the terms of this Order.

This Order shall expire at such time as this Court enters judgment in this cause.

The bond filed by Plaintiff in conjunction with the prior injunction on December 18, 2024,

shall be sufficient for the issuance of this Modified Temporary Injunction.

Hon. Patrick K. Sweeten Judge of the Texas Business Court Third Division

DATED: April 7, 2025 Exhibit A 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.

Cathy Daniels on behalf of James Parker Bar No. 24027591 cdaniels@lglawfirm.com Envelope ID: 99429833 Filing Code Description: Motion Filing Description: Appellants' Unopposed Motion for Appellate Review Status as of 4/8/2025 4:49 PM CST

Case Contacts

Name BarNumber Email TimestampSubmitted Status

James F.Parker jparker@lglawfirm.com 4/8/2025 4:37:46 PM SENT

Gabrielle C.Smith gsmith@lglawfirm.com 4/8/2025 4:37:46 PM SENT

Sydney P.Sadler ssadler@lglawfirm.com 4/8/2025 4:37:46 PM SENT

Michael D.Marin mmarin@boulettegolden.com 4/8/2025 4:37:46 PM SENT

Tori B.Bell tori@boulettegolden.com 4/8/2025 4:37:46 PM SENT

Steven Garrett steven@boulettegolden.com 4/8/2025 4:37:46 PM SENT