Ricky D. Parker and James Myers v. Schlumberger Technology Corporation
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Opinion
ACCEPTED 14-DCV-218252 FIRST COURT OF APPEALS HOUSTON, TEXAS 12/29/2014 9:47:43 AM CHRISTOPHER PRINE CLERK
NO. 01-14-01018-CV
FILED IN IN THE COURT OF APPEALS 1st COURT OF APPEALS FOR THE FIRST DISTRICT OF TEXAS HOUSTON, TEXAS HOUSTON, TEXAS 12/29/2014 9:47:43 AM CHRISTOPHER A. PRINE Clerk RICKY D. PARKER AND JAMES MYERS Appellant v.
SCHLUMBERGER TECHNOLOGY CORPORATION Appellee
Interlocutory Appeal from the 268th Judicial District Court of Fort Bend County, Texas Cause No. 14-DCV-218252
EMERGENCY MOTION TO STAY TRIAL COURT ORDER
Levon G. Hovnatanian State Bar No. 10059825 hovnatanian@mdjwlaw.com Kevin G. Cain State Bar No. 24012371 cain@mdjwlaw.com W. Jackson Wisdom State Bar No. 21804025 wisdom@mdjwlaw.com James M. Cleary State Bar No. 00783838 cleary@mdjwlaw.com MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P. 808 Travis, 20TH Floor Houston, Texas 77002 (713) 632-1700 – Telephone (713) 222-0101 – Facsimile
1 TO THE HONORABLE COURT OF APPEALS:
On December 10, 2014, Judge Brady G. Elliott denied Defendants’ Motion
to Compel Arbitration. See attached Appendix A. On December 18, 2014, Judge
Brady G. Elliot granted Plaintiffs’ Application for Temporary Injunction. See
attached Appendix B. Defendants have a filed a notice of interlocutory appeal
with this Court. However, during the pendency of this appeal, Defendants seek
from this Court emergency interim relief from the Temporary Injunction Order and
the denial of the Motion to Compel Arbitration.
During the pendency of an appeal, this Court is authorized to grant
temporary relief. Tex. R. App. P. 10. Defendants seek to stay the portion of the
Temporary Injunction Order prohibiting Defendants from working, the portion of
the Temporary Injunction Order setting the trial for March 17, 2015, and other
discovery instruments pending a ruling on the merits.
On September 9, 2011, Ricky Parker (“Parker”) and Parker Energy Services
Company (now known as Parker Close Out Company) entered into the Asset
Purchase Agreement (“APA”) with Production Wireline and Cased Hole Services
Group, LLC.1 Schlumberger is the successor-in-interest, by merger, of Production
1 The APA was admitted at the temporary injunction hearing. However, it was admitted under seal, and therefore, is not attached to this motion. The APA will be a part of the record filed with this Court.
2 Wireline and Cased Hole Services Group, LLC. Accordingly, Schlumberger is
bound by the APA.
The APA specifically provides that “any controversy, dispute or claim
arising under or in connection with this Agreement (including, without limitation,
the existence, validity, interpretation or breach hereof or and any claim based upon
contract, tort o[r] statute) shall be resolved by binding arbitration, to be held in
Houston, Texas pursuant to the Federal Arbitration Act and in accordance with the
prevailing Commercial Rules of the American Arbitration Association.” The
“controversy, dispute [and] claim[s]” which are the subject matter of the
Appellee’s Petition, arose, at least in part, under or in connection with the APA.
Some of the claims asserted by Schlumberger in the Petition have also been
asserted by Schlumberger as a breach of the APA, in a demand letter dated October
29, 2014 (“Demand Letter”) sent by Schlumberger to Parker Company and Parker.
See attached Appendix C. The Demand Letter also references James Myers and
the alleged conduct of Myers which is the subject matter of the Petition. The
Demand Letter references the APA no less than seventeen times and alleged
violations of the APA. Id.
Parker was the sole stockholder of Parker Energy Services Company, the
Seller pursuant to the APA. Parker was also an officer, director and employee of
Parker Energy Services Company. Myers was an employee of Parker Energy
3 Services Company. Parker and Myers are within the definition of “Person”
contained in the APA and Myers is within the definition of “Affiliate” contained in
the APA. Id. Parker and Myers became employees of Schlumberger after the
closing of the transaction which was the subject matter of the APA.
Pursuant to the APA, Schlumberger’s predecessor-in-interest acquired the
assets of Parker Energy Services Company. Those assets included tangible
personal property and intellectual property. Schlumberger now claims that certain
tangible personal property was not delivered as required by the APA. See attached
Appendix D.
The APA also included certain non-competition, non-solicitation and
confidentiality provisions. Schlumberger alleges that these provisions have been
breached. A provision of the APA required Myers to sign a Retention Bonus
Contract and an Intellectual Property, Confidential Information and Non-Compete
Agreement (“ICN Agreement”). Id. The Retention Bonus Contract and the ICN
Agreement were signed on September 10, 2011. The Retention Bonus Contact and
the ICN Agreement contained non-competition, non-solicitation and
confidentiality provisions that were substantially similar to those contained in the
APA. The Retention Bonus Contract and ICN Agreements are the subject matter
of the Appellee’s Petition. See attached Appendix D. And, the Retention Bonus
4 Contract and ICN Agreements are referred to in the Demand Letter. See attached
Appendix C.
In the Petition, Schlumberger claims that Parker tortiously interfered with
the Retention Bonus Contract and ICN Agreement between Schlumberger and
Myers. See attached Appendix D. Also, in the Petition, Schlumberger claims that
Parker and Myers, tortiously interfered with Schlumberger’s prospective business
relations. Id. Schlumberger further claims that Myers breached a fiduciary duty
owed to Schlumberger and that Parker aided and abetted the breach of that
fiduciary duty. Id. Schlumberger, further claims in the Petition that Myers
breached the Retention Bonus Contract and ICN Agreement and that Parker
breached the ICN Agreement. Id. In the Demand Letter, Schlumberger demanded
that Parker Company, Parker and Myers comply with the “obligations under [the]
agreements . . . signed which were referenced in the APA.” See attached Appendix
C. These “agreements” were the Retention Bonus Contract and ICN Agreement.
On October 29, 2014, Schlumberger sent the Demand Letter to Parker
Company and Parker alleging breaches of the APA by Parker Company, Parker
and Myers. See attached Appendix C. In the letter, Schlumberger demanded that
Parker Company, Parker and Myers take certain action to cure the alleged breaches
of the APA. Id. And, in the letter, Schlumberger stated “if you fail to cure the
breaches of the [APA], the likely next step will be to proceed to arbitration under
5 Section 12.3 of the [APA].” Id. So, Parker Company, Parker and Myers took the
“next step” and initiated the Arbitration.
At the hearing on Defendants’ Motion to Compel Arbitration, the trial court
stated that he usually sets this kind of cases six months after granting a temporary
injunction. However, the unfounded Temporary Injunction Order set the trial for
this case less than three months from the date of signing the Temporary Injunction
Order. Appendix B. As such, because of the trial court’s unexplained effort to
hastily push this trial through, there is a sense of urgency to this already expedited
appeal.
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ACCEPTED 14-DCV-218252 FIRST COURT OF APPEALS HOUSTON, TEXAS 12/29/2014 9:47:43 AM CHRISTOPHER PRINE CLERK
NO. 01-14-01018-CV
FILED IN IN THE COURT OF APPEALS 1st COURT OF APPEALS FOR THE FIRST DISTRICT OF TEXAS HOUSTON, TEXAS HOUSTON, TEXAS 12/29/2014 9:47:43 AM CHRISTOPHER A. PRINE Clerk RICKY D. PARKER AND JAMES MYERS Appellant v.
SCHLUMBERGER TECHNOLOGY CORPORATION Appellee
Interlocutory Appeal from the 268th Judicial District Court of Fort Bend County, Texas Cause No. 14-DCV-218252
EMERGENCY MOTION TO STAY TRIAL COURT ORDER
Levon G. Hovnatanian State Bar No. 10059825 hovnatanian@mdjwlaw.com Kevin G. Cain State Bar No. 24012371 cain@mdjwlaw.com W. Jackson Wisdom State Bar No. 21804025 wisdom@mdjwlaw.com James M. Cleary State Bar No. 00783838 cleary@mdjwlaw.com MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P. 808 Travis, 20TH Floor Houston, Texas 77002 (713) 632-1700 – Telephone (713) 222-0101 – Facsimile
1 TO THE HONORABLE COURT OF APPEALS:
On December 10, 2014, Judge Brady G. Elliott denied Defendants’ Motion
to Compel Arbitration. See attached Appendix A. On December 18, 2014, Judge
Brady G. Elliot granted Plaintiffs’ Application for Temporary Injunction. See
attached Appendix B. Defendants have a filed a notice of interlocutory appeal
with this Court. However, during the pendency of this appeal, Defendants seek
from this Court emergency interim relief from the Temporary Injunction Order and
the denial of the Motion to Compel Arbitration.
During the pendency of an appeal, this Court is authorized to grant
temporary relief. Tex. R. App. P. 10. Defendants seek to stay the portion of the
Temporary Injunction Order prohibiting Defendants from working, the portion of
the Temporary Injunction Order setting the trial for March 17, 2015, and other
discovery instruments pending a ruling on the merits.
On September 9, 2011, Ricky Parker (“Parker”) and Parker Energy Services
Company (now known as Parker Close Out Company) entered into the Asset
Purchase Agreement (“APA”) with Production Wireline and Cased Hole Services
Group, LLC.1 Schlumberger is the successor-in-interest, by merger, of Production
1 The APA was admitted at the temporary injunction hearing. However, it was admitted under seal, and therefore, is not attached to this motion. The APA will be a part of the record filed with this Court.
2 Wireline and Cased Hole Services Group, LLC. Accordingly, Schlumberger is
bound by the APA.
The APA specifically provides that “any controversy, dispute or claim
arising under or in connection with this Agreement (including, without limitation,
the existence, validity, interpretation or breach hereof or and any claim based upon
contract, tort o[r] statute) shall be resolved by binding arbitration, to be held in
Houston, Texas pursuant to the Federal Arbitration Act and in accordance with the
prevailing Commercial Rules of the American Arbitration Association.” The
“controversy, dispute [and] claim[s]” which are the subject matter of the
Appellee’s Petition, arose, at least in part, under or in connection with the APA.
Some of the claims asserted by Schlumberger in the Petition have also been
asserted by Schlumberger as a breach of the APA, in a demand letter dated October
29, 2014 (“Demand Letter”) sent by Schlumberger to Parker Company and Parker.
See attached Appendix C. The Demand Letter also references James Myers and
the alleged conduct of Myers which is the subject matter of the Petition. The
Demand Letter references the APA no less than seventeen times and alleged
violations of the APA. Id.
Parker was the sole stockholder of Parker Energy Services Company, the
Seller pursuant to the APA. Parker was also an officer, director and employee of
Parker Energy Services Company. Myers was an employee of Parker Energy
3 Services Company. Parker and Myers are within the definition of “Person”
contained in the APA and Myers is within the definition of “Affiliate” contained in
the APA. Id. Parker and Myers became employees of Schlumberger after the
closing of the transaction which was the subject matter of the APA.
Pursuant to the APA, Schlumberger’s predecessor-in-interest acquired the
assets of Parker Energy Services Company. Those assets included tangible
personal property and intellectual property. Schlumberger now claims that certain
tangible personal property was not delivered as required by the APA. See attached
Appendix D.
The APA also included certain non-competition, non-solicitation and
confidentiality provisions. Schlumberger alleges that these provisions have been
breached. A provision of the APA required Myers to sign a Retention Bonus
Contract and an Intellectual Property, Confidential Information and Non-Compete
Agreement (“ICN Agreement”). Id. The Retention Bonus Contract and the ICN
Agreement were signed on September 10, 2011. The Retention Bonus Contact and
the ICN Agreement contained non-competition, non-solicitation and
confidentiality provisions that were substantially similar to those contained in the
APA. The Retention Bonus Contract and ICN Agreements are the subject matter
of the Appellee’s Petition. See attached Appendix D. And, the Retention Bonus
4 Contract and ICN Agreements are referred to in the Demand Letter. See attached
Appendix C.
In the Petition, Schlumberger claims that Parker tortiously interfered with
the Retention Bonus Contract and ICN Agreement between Schlumberger and
Myers. See attached Appendix D. Also, in the Petition, Schlumberger claims that
Parker and Myers, tortiously interfered with Schlumberger’s prospective business
relations. Id. Schlumberger further claims that Myers breached a fiduciary duty
owed to Schlumberger and that Parker aided and abetted the breach of that
fiduciary duty. Id. Schlumberger, further claims in the Petition that Myers
breached the Retention Bonus Contract and ICN Agreement and that Parker
breached the ICN Agreement. Id. In the Demand Letter, Schlumberger demanded
that Parker Company, Parker and Myers comply with the “obligations under [the]
agreements . . . signed which were referenced in the APA.” See attached Appendix
C. These “agreements” were the Retention Bonus Contract and ICN Agreement.
On October 29, 2014, Schlumberger sent the Demand Letter to Parker
Company and Parker alleging breaches of the APA by Parker Company, Parker
and Myers. See attached Appendix C. In the letter, Schlumberger demanded that
Parker Company, Parker and Myers take certain action to cure the alleged breaches
of the APA. Id. And, in the letter, Schlumberger stated “if you fail to cure the
breaches of the [APA], the likely next step will be to proceed to arbitration under
5 Section 12.3 of the [APA].” Id. So, Parker Company, Parker and Myers took the
“next step” and initiated the Arbitration.
At the hearing on Defendants’ Motion to Compel Arbitration, the trial court
stated that he usually sets this kind of cases six months after granting a temporary
injunction. However, the unfounded Temporary Injunction Order set the trial for
this case less than three months from the date of signing the Temporary Injunction
Order. Appendix B. As such, because of the trial court’s unexplained effort to
hastily push this trial through, there is a sense of urgency to this already expedited
appeal.
The order granting Schlumberger’s request for a temporary injunction
prohibits Parker and Myers from the following:
6. Enjoined Parties shall not directly or indirectly work for, or assist (whether as an owner, employee, consultant, contractor or otherwise) any business or commercial operation of wireline, slick line and braided line operations in the counties set forth in Plaintiff’s Exhibit 74 which is attached. 7. Enjoined Parties shall not solicit, contact, or accept wireline, slick line or braided line work and/or services, from the Established Customers of Schlumberger in the states of Oklahoma, Texas, Arkansas, Kansas, Pennsylvania, and Louisiana. 8. Enjoined Parties shall not provide, or supervise, advise, manage or serve as a consultant for businesses who are performing wireline, slick line or braided line work for the Established Customers of Schlumberger in the states of Oklahoma, Texas, Arkansas, Kansas, Pennsylvania and Louisiana.
See attached Appendix B. This order effectively prevents Parker and Myers from
working and making a living. It is onerous and burdensome.
6 The claims asserted by Schlumberger in the Petition involve some, if not all,
of the factual allegations made in the Demand Letter. See attached Appendix C, D.
The claims asserted by Schlumberger against Myers, pursuant to the Retention
Bonus Contract and ICN Agreement, and against Parker, pursuant to the ICN
Agreement, involve some, if not all, of the same factual allegations found in
Schlumberger’s October 29, 2014 letter. Id. The factual allegations and claims
asserted in the Petition are intertwined with those asserted in the Demand Letter
and which are involved in the Arbitration. Id. Most, if not all, of the claims
asserted in the Petition arise under or in connection with the APA. See attached
The APA incorporates the Commercial Arbitration Rules of the American
Arbitration Association (“Rule” or “Rules”). As a result, Schlumberger agreed to
allow the arbitrator to resolve questions of arbitrability, and has in fact, litigated to
ensure that the arbitrator retains this right. See Schlumberger Technology
Corporation v. Baker Hughes Incorporated, 355 S.W. 3d 791, 802-803 (Tex.
App.—Houston [1st Dist.] 2011, no pet.) (incorporation of Rules is clear and
unmistakable evidence of intent to allow arbitrator to decide arbitrability issues)
(citing Burlington Res. Oil & Gas Co. v. San Juan Basin Royalty Trust, 249 S.W.
34, 4041 (Tex. App.—Houston [1st Dist.] 2007, pet. denied) and Haddock v.
Quinn, 287 S.W.3d 158, 172 (Tex. App.—Fort Worth, 2009, pet denied). AAA
7 Rule 7(a) provides that the “arbitrator shall have the power to rule on his or her
own jurisdiction, including any objections, with respect to the existence, scope or
validity of the arbitration agreement.” Schlumberger, 355 S.W.3d at 803.
The trial court took away the arbitrator’s decision of arbitrability and denied
the motion to compel arbitration while trying to rush through a trial date. This
Court will address these substantive issues on appeal. However, during the
pendency of this appeal, Parker and Myers seek a stay of the trial date and the
discovery ongoing at this time. The trial date is a rush date that the parties should
not be compelled to prepare for when these matters should be resolved in
arbitration. Furthermore, discovery and rulings on discovery issues should be
conducted before the arbitrator. As such, it would be a waste of time and resources
to conduct discovery before the trial court now.
Parker and Myers also seek a stay of the Temporary Injunction Order to the
extent that it prevents them from working and making a living. The Temporary
Injunction Order effectively prevents Parker and Myers from working and in
essence relegates them to sitting on a couch at home. As such, during the short
time that this Court is considering the interlocutory appeal, Parker and Myers
would ask this Court for a stay of the Temporary Injunction Order paragraphs 6
through 8 and allow them to return to work.
8 CONCLUSION AND PRAYER
Accordingly, Parker and Myers ask this Court to enter an order to stay the
trial date and ongoing discovery before the trial court while this interlocutory
appeal is under consideration. Furthermore, Parker and Myers ask this Court to
enter an order to stay paragraphs 6 through 8 of the Temporary Injunction Order
allowing Parker and Myers to return to work while this interlocutory appeal is
pending before this Court.
Respectfully submitted, MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P.
By: /s/ Kevin G. Cain Levon G. Hovnatanian State Bar No. 10059825 hovnatanian@mdjwlaw.com Kevin G. Cain State Bar No. 24012371 cain@mdjwlaw.com W. Jackson Wisdom State Bar No. 21804025 wisdom@mdjwlaw.com James M. Cleary State Bar No. 00783838 cleary@mdjwlaw.com 808 Travis, Suite 20th Floor Houston, Texas 77002 (713) 632-1700 – Telephone (713) 222-0101 – Facsimile
ATTORNEYS FOR APPELLANTS RICKY D. PARKER AND JAMES MYERS
9 CERTIFICATION The undersigned has reviewed the Emergency Motion To Stay Trial Court Order and concluded that every factual statement in the petition is supported by competent evidence included in the appendix or record. All documents attached as an appendix to this motion will be included in the clerk’s record.
/s/ Kevin G. Cain Kevin G. Cain
CERTIFICATE OF COMPLIANCE WITH TEX. R. APP. P. 52.10(a)/CERTIFICATE OF CONFERENCE
This is to certify that appellants have notified all parties by e-mail that this motion for temporary relief has been or will be filed. Counsel for appellee is opposed.
CERTIFICATE OF COMPLIANCE This is to certify that this computer-generated Emergency Motion To Stay Trial Court Order contains 1,653 words.
Dated: December 29, 2014
10 CERTIFICATE OF CONFERENCE Counsel for Appellant has conferred with counsel for Appellee on December 23, 2014, and Appellee is opposed to this motion.
CERTIFICATE OF SERVICE I hereby certify that on this December 29, 2014, a true and correct copy of the Emergency Motion To Stay Trial Court Order was sent by the method indicated to the following individuals:
Jeff Barnes Via Email: barnesj@jacksonlewis.com JACKSON LEWIS P.C. 1415 Louisiana, Suite 3325 Houston, Texas 77002
Mr. William L. Davis Via Email: davisw@jacksonlewis.com Jackson Lewis, P.C. 500 N. Akard, Suite 2500 Dallas, Texas 75201
11 Appendix A Filed 14— OW —218= 12/10/2014 235:48 PM ORDER Annie Rebecca Elliott District Clerk Fort Bend County,Texas Denney Mescorro
1111 k11111111111 °413e6 CAUSE NO.14-DCV-218252
SCHLUMBERGER TECHNOLOGY IN THE DISTRICT COURT OF CORPORATION, Plaintig
v. FORT BEND COUNTY,TEXAS
RICKY D.PARKER and JAMES MYERS, § Defendants. 268TH JUDICIAL DISTRICT
ORDER DENYING DEFENDANTS'MOTION TO COMPEL ARBITRATION
On December 5, 2014, came on before the Court Defendants' Motion to Compel
Arbitration. The Court, having considered the motion, Plaintiff's response, the argument of
counsel, and all other pleadings and evidence before it, finds that any claims arising under the
Asset Purchase Agreement among Production Wireline and Cased Hole Services Group, LLC
("PWCHSG"), Parker Energy Services Company and Ricky D. Parker ("Parker") dated as of
September 9, 2011 ("APA") must be arbitrated. The Court finds, however,that Plaintiff in this
action is not bringing any claims against the Defendants under the APA. The Court also finds
that any claims brought under the following agreements are not arbitrable: (a)the Intellectual
Property, Confidential Information and NonCampeto Agreement between Plaintiff and Parker
dated September 10, 2011, (b) the Intellectual Property, Confidential Information and Non-
Compete Agreement between Plaintiff and James Myers ("Myers") dated September 10, 2011,
and (c)the Retention Bonus Contract between PWCHSG and Myers dated September 15, 2011.
In sum,the Court finds th dants' Motion to Compel Arbitration should be DENIED.
SIGNED THIS /9,day of
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Wawa Vaiqu49?. Appendix B 14-0CV-213252 IRO
CAUSE NO. 14-DCV-218252 COPV SCHLUMBERGER TECHNOLOGY IN THE DISTRICT COURT OF CORPORATION,
Plaintiff,
v. FORT BEND COUNTY, TEXAS
RICKY D.PARKER and JAMES MYERS,
Defendants. Meth JUDICIAL DISTRICT
TEMPORARY RESTRAINING ORDER
On this day, all legal prerequisites having been complied with came on for
hearing Plaintiff Schlumberger Technology Corporation's Verified Application for Temporary
Restraining Order against Defendants Ricky D. Parker and James Myers. Plaintiff appeared by
and through its attorneys ofrecord. The hearing was held without notice to Defendants because
immediate and irreparable injury, loss and further damage will result to Plaintiff before notice
can be served and a hearing held.
Based on the Court's review of the Verified Application for Temporary
Restraining Order and the argument of counsel for Plaintiff, the Court finds that the evidence
establishes the elements necessary for the issuance of a temporary restraining order. Ricky
Parker sold the assets of his business to Schlumberger. In connection with the sale, he was on
notice that Defendant James Myers was required to sign a Retention Bonus Agreement at issue
in this lawsuit. As part of the sale, Parker and Myers also entered into Intellectual Property,
Confidential Information, and Non-Compete Agreement with Schlumberger (the "ICN
Agreement"). The ICN Agreements contain detailed and specific definitions of Confidential
Information. Ricky Parker and James Myers agreed that they would not remove any
Confidential Information from Schlumberger, that they would deliver all Confidential Information to Schlumberger upon request, or upon termination of their employment, and that
they would make available to Schlumberger all data storage devices which contained
Confidential Information. The ICN Agreements further provide that Ricky Parker and James
Myers will not disclose or use any Confidential Information after their employment with
Schlumberger ended. The ICN Agreements further provide that while employed by
Schlumberger, and for a period of one year after their employment with Schlumberger ended,
they would not directly or indirectly work for or assist, (whether as an owner, employee,
consultant, contractor or otherwise) any business or commercial operation whose business is in
direct or indirect competition with the area of Schlumberger's business in which they were
employed. James Myers and Ricky Parker had management responsibilities over wireline, slick
line and braided line operations in Oklahoma, Arkansas, Kansas, and Pennsylvania. Parker also
had management responsibilities over Texas and Louisiana. The one-year restriction provides
for an extension of time while they were breaching the restrictions. The agreements further
provide that they could request a waiver of certain restrictions ifthey did so in writing 45 days
prior to starting employment for which they were seeking a waiver. They never requested a
waiver.
The ICN Agreements further provide that they would not directly or indirectly
recruit, hire, solicit or assist others in recruiting, hiring, or soliciting employees ofSchlumberger.
Schlumberger is only seeking to enforce this restriction with respect to employees ofthe Parker
Energy Services and Production Wireline business (which provided wireline, slick line and
braided line services) for which they worked prior to their resignation. The restrictions
contained in the ICN Agreements are reasonable.
2 James Myers signed a Retention Bonus Contract with Production Wireline and
Cased Hole Services Group, LLC(the "Myers Retention Agreement"). Pursuantto the terms of
the Retention Bonus Agreement, Myers was paid money in connection with the sale of the
business and his agreement to remain employed for a period of two years after he signed the
agreement. He also agreed not to use or disclose Confidential Information, and return all
documents, email communications, computer data and other Company materials, whether or not
they contain Confidential Information, upon the separation from employment with the Company
or upon request. Myers further agreed that during his employment with Schlumberger and for a
period ofone year after his employment ended,he would not:
(a) Solicit, contact, or accept work, which was the same or
substantially similar to the work and/or services performed by him for the Company,from clients
ofthe Company with whom he had business dealings during his employment with the Company.
(b) Solicit, recruit, encourage, hire or assist any other person or entity
to solicit, recruit, encourage or hire for employment any employee or independent contractor of
the Company to work for a competitor.
(c) Directly or indirectly own, manage, operate, control, be employed
by, be a consultant for, or perform anyjob functions for, any business that is in competition with
the Company.
The Courtfinds that these restrictions are reasonable.
Ricky Parker resigned from Schlumberger on October 2, 2013. He began
breaching his ICN agreement within the one year following his resignation. He formed a
competing business,PWL LLC,on April 7,2014. He purchased trucks for use in the competing
business and began to publish photos ofthe trucks using social media indicating his readiness to
3 service clients. Schlumberger confronted James Myers regarding what he knew about the
competing business and he claimed to have no knowledge, and also confirmed that he would not
go to work for the competing business. Contrary to his representations, James Myers was
recruiting Schlumberger's employees to go to work for the competing business. Ricky Parker
took delivery ofthe trucks and began having Schlumberger employees, while still employed by
Schlumberger and during working hours, come to the new business location. GPS tracking has
confirmed thatthey were driving Schlumberger vehicles while at the competing business.
James Myers also began going to the new business location, while still employed
by Schlumberger, during business hours. He was also using a Schlumberger vehicle. He also
worked with Parker to obtain offers of employment for Schlumberger employees and set up a
meeting with Schlumberger employees to present the offers. On September 16,2014, with offer
letters in hand, and the meeting set up, James Myers tendered his resignation to Schlumberger,
shortly before the meeting with the Schlumberger employees to whom offers were going to be
made. The terms ofthe offers required the Schlumberger employees to immediately resign with
no notice. Ricky Parker and James Myers' intent in having Schlumberger employees rdsign with
no notice was to have them all leave en masse so that Schlumberger would be unable to service
customers. Ricky Parker and James Myers would then offer the services oftheir new company
to the Schlumberger customers.
James Myers informed Schlumberger that he was retiring. He did not retire and
has continued working for Parker's new business. He solicited a Schlumberger's customer. He
did so after orchestrating the resignation of a number of Schlumberger employees, ostensibly to
be able to tell the customer that Schlumberger no longer had enough employees to service the
customer's business.
4 AWN
While still employed by Schlumberger, James Myers was telling Schlumberger
customers and sales representatives that Schlumberger could not take on new work. Another
customer was solicited and made the decision to move its business because Myers and Parker
had hired away the employees the customer wanted working its wells. The breaches, both during
Myers' employment and during the one-year non-compete period of Myers' and Parker's ICN
Agreements, were intended to divert the business to the new business operated by Myers and
Parker. Further, the business name used by them,"PW"and "Professional Wireline" is similar
to the name used by Schlumberger — Production Wireline.
Schlumberger took reasonable steps to protect its confidential information.
Among other things, employees must agree to the Business Ethics Policy, Confidentiality and
Information Security Policy, Conflict of Interest Policy, Data Privacy and Protection Policy,
Intellectual Property Policy, and the Non-Disclosure Agreement. Computers are also password
protected and access to confidential information is restricted. In addition to these policies,
employees sign the above-referenced agreements. Schlumberger has attempted to prevent
employees from using its confidential information for personal gain, or disclosing it to third
parties.
Both Ricky Parker and James Myers were in management roles at Schlumberger
and also had extensive contact with Schlumberger customers. They had extensive access to, and
used, Confidential Information as defined in the agreements at issue. Access and use was
necessary for them to secure business for Schlumberger, staff the jobs, and service the
customers. They also visited customers, learned their business needs and preferences, and
communicated with other Schlumberger managers and sales representative regarding strategies
5 1.4141,P.
for developing business. They were both the beneficiaries of the goodwill Schlumberger
developed with existing customers.
The Court concludes that it is probable that Defendants have breached their
common law duties and agreements with Schlumberger, and that it is probable that Defendants
will continue to breach their agreements unless immediately restrained.
The Court further finds that immediate and irreparable injury,loss, or damage will
result to Plaintiff before notice can be served and a hearing held unless Defendants are
immediately restrained.
It is, therefore ORDERED, ADJUDGED,and DECREED that James Myers and
Ricky Parker, their employer, employees, agents, representatives and/or affiliated and related
entities acting in active concert with them who receive actual or constructive notice ofthis Order
be restrained and enjoined from:
(a) Retaining, concealing, moving, or sharing with others any of
Schhunberger's equipment, property, documents, reports, files, books, records, or Confidential
Information.
(b) Deleting or destroying any Confidential Information contained on
any computer, phone, disc, data storage device, email account, or cloud storage.
(c) Failing to provide to Schlumberger, as required by paragraph 4 of
the ICN Agreements, access to computers or other electronic data storage devices containing
Company Confidential Information;
(d) Directly or indirectly working for, or assisting (whether as an
owner, employee, consultant, contractor or otherwise)any business or commercial operations of
oaf c't 1 (IA 6 wireline, slick line and braided line operations in Oklahoma, Arkansas, Kansas, Pennsylvania,
Texas or Louisiana;
(e) Disclosing Confidential Information to any third party;
(f) Using Schlumberger's Confidential Information;
(g) Directly or indirectly recruit, hire, solicit or assist others in
recruiting, hiring, or soliciting employees of Schlumberger who worked in the Parker Energy
Services and Production Wireline business (which provided wireline, slick line and braided line
services); and
(h) Soliciting, contacting, or accept working, which was the same or
substantially similar to the work and/or services performed by them for Schlumberger, from
clients of Schlumberger with whom they had business dealings during their employment with
Schlumberger.
This Order will remain in effect until the date of the hearing set below, not to
exceed fourteen(14)days after the entry ofthis Order unless further ordered by this Court.
IT IS FURTHER ORDERED that Plaintiff and Defendants shall appear before
this honorable Court on Octoberttil2014, at Ifi/Pg'clock,AAm.,in the courtroom ofthe above
named district court of Fort Bend County, Texas, to then and there show cause, if any, why a
temporary injunction should not be issued enjoining Defendants from engaging in the activities
described above.
The CLERK of this court IS DIRECTED to issue a show cause notice to
Defendants to appear at this temporary injunction hearing.
7 IT IS FURTHER ORDERED that before the clerk issues this temporary
restraining order, Plaintiff shall execute and file with the clerk oftCourt a bond or deposit of
cash or check in conformity with the law in the amount of <69
IT IS FURTHER ORDERED that the clerk ofthis Court, after approving the bond the executed and filed by Plaintiff, shall issue a temporary restraining order in conformity with
laws and the terms ofthis Order.
SIGNED on this day of October ,2014, at X'clocket..m.
1.,/, 1 ; )711 /47
I, Annie Rebecca Elliott, District Clerk of Fort Bend County, Texas, do hereby certify that the foregoing is a true, correct and full copy of the instrument herein set out as appears of record in the s ict Court9f, This _day of Qt. , ‘Fo County, Texas. ,zoizfr FILED ONE REBECCA EWOTT,DISTRICT CLERK OCT 0 a 20I4 AT 5:00 P M. VAN-euetA 8 (4/111. DANNAY MASCORRO Oak Diekiciduit,FaBondCo.,TX Appendix C Oct. 29. 2014 11:1 4 AM No. 0029 P. 2 Representing Management Exclusively inQtkplace Law and Related Litigation Jackson Lewis P.C. ALIANY.NY GRANO WILDS,!it! OAK CA ILALEIG/LCHIEHAII,WC ALIRITMAOUP..MI GREENVILLE.SC WV ORLEANS,4 RAMO CITY.SD
Jackson lewis SOO NAM Akita Suits 2500 Man.Taos 75201 ATLANTA.GA Aunv,TX MALIU1011;1:0 HARTFORD.CT MUMS,TX INIMANAPOLli,DI WM Toil;ivy NORTOTX,VA OMAHA.IX MOW OND.VA SACRAMENTO,CA SAINT Lellh.SW Attorneys at Law td 214 5204440 ESENINGH.141,nt JACKSONVILLE.FL OUNCE COUNTY.CA LOS=GO.CA Fax 214 E20.2008 ROSTON,11A LAS MAL NV ORLANDO. SAN IRANOSCO.CA VevratjacksonSois.gosn OCICACO.rt. LONG ISLAND.NY OVERLAND PARK.K1 SAN MAK PR CINCINNATL CH LOS ANGELES.CA PHILADELPHIA.PA SEATTLT.17A CLEVELAND.OH MEMPHIS.TN MOM.AZ STAMFORD,CT DAUM.TX MIAI.G.Ft PrfTSZURCH.M TAMPA.FL ImYTOK OH AOLWASSIX POATLAMD.Oti WASHINGTON.DC REGION OtTAMR.CO 1,0NITEAPOW. P0471110UTIL WISTIT WINS.NV MY Dina DIAL IS: 972.718.3297 ormorr.ku )4014AISTOWNAI CROVEDENCE.*I MY EMAIL ADDUSS DAVSSVOMDCSLINIXWILCOM
October 29,2014
VIA CERTIFIED IVIAIL RETURN RECEIPT REOUESTED Parker Close Out Company Attention: Ricky D.Parker P. O.Box 181000 Fort Smith, AR 72918
RE: Asset Purchase Agreement Among Production Wireline and Cased Hold Services Group, L.L.C., Parker Energy Services Company and Ricky D.Parker
Dear Mr. Parker.
As you know, you entered into the above-referenced Asset Purchase Agreement on September 9, 2011 (the "APA"). The purpose ofthis letter is to request specific performance of certain portions of the APA, and provide you with an opportunity to cure breaches of other portions ofthe APA.
Page 4 of the APA contains a definition of Purchased Intellectual Property. Section 2.1 describes the Purchased Assets, which includes Purchased Intellectual Property, supplies used in connection with the Business, and goodwill. Section 2.5(b) sets forth your obligations to take the necessary steps after the Closing to insure that the Schlumberger obtained the full benefit of the Purchased Assets,Purchased Intellectual Property,and goodwill.
With respect to Purchased Intellectual Property, we have learned that your new business is using a deceptively similar name to the trade name you sold in the Asset Purchase Agreement. Of immediate concern is work done for one or more Schlumberger clients when your new business likely did not have a master service agreement in place. Schlumberger needs to review the records relating to all work performed by your new business venture to date along with the master service agreements to insure compliance with Section 7.10 ofthe Agreement. Demand is hereby made to tender those records to Schlumberger for review. Oct. 29. 2014 11:12AM No. 0029 P. 3
Jackson lewis Ricky Parker October 29,2014 I Atrornqs at Law Page 2
Further, the domain name www.parkerenergvservices.com and related email accounts were supposed to be transferred to Schlumberger. Although the domain name was transferred, the mail exchanger (MX) record is still pointing to mail servers hosted by GoDaddy.com (secureserver.net) and this has not been transferred to Schlumberger as required by the APA. We have reason to believe that your employees have sent and received einails using this domain for the benefit of your new business. You have therefore failed to comply with the APA. The mail accounts are hosted by GoDaddy.com and Schlumberger does not have access to it as a result of your breach of the APA. Immediate steps need to be taken to preserve all electronic data, including emails, relating to this domain name. Nothing can be deleted or any evidence of its use destroyed. Further, steps need to be taken to transfer ownership ofthe email accounts to Schlumberger. In order to avoid any further use or potential destruction of evidence, Schlumberger also must be provided immediately with the GoDaddy customer ID number (and/or username) and password. This will enable us to get a list of all the email accounts and change the password on these email accounts.
With respect to tools and equipment, we have previously identified some of the missing tools. Although the investigation is ongoing, we have attached a list of additional missing equipment. Further, with respect to the tool boxes in the truck used by Mr. Myers, those were Purchased Assets on Schedule 3.3 of the Agreement and must be returned along with all of the tools contained in the boxes. Demand is hereby made for the immediate return of all tools and equipment.
As can be seen from Section 2.7 and Schedule 2.7, a large portion of the purchase price was allocated to goodwill. Demand is hereby made that you cease all activities which interfere with Schlumberger receiving the full value of the goodwill purchased from you. This would include making sure that James Myers, Brian Cook, Isaac Dees, Bobby Driver, Jeffery Billings, Kirk Gaither, Daniel Harrison, Jeremy Harrison, Richard Parker, Clint Slavens,James Carpenter, and Chad Walker comply with their obligations under their agreements they signed which were referenced in the APA.
Paragraph 2.5(b) of the APA provides that from time to time following the Closing, you must take further actions necessary to assure that Schlumberger received all properties, rights, remedies, and privileges intended to be conveyed under the APA. Failure to take the steps set forth above will be a breach of this provision of the APA. Please respond no later than November 3,2014, regarding steps that will be taken to cure the breaches of the Agreement. If you fail to cure the breaches of the Agreement, the likely next step will be to proceed to arbitration under Section 12.3 ofthe Agreement. Oct. 29. 2014 1':12Aki No. 0029 P. 4
Jackson lewis Ricky Parker October 29,2014 Attorneys at Law Page 3
Sincerely,
JACKSON LEWIS,P.C.
sr Wham L. Davis
WLD:eh Enclosure
cc: VIA FACSIMILE: 479-782-9460 Jones, Jackson & Moll,PLC Attention: Mark Moll P. O. Box 2023 401 N.7th Street Fort Smith, AR 72902 Appendix D Flied 10/8/2014 5:06:23 PM Annie Rebecca Elliott District Clerk Fort Bend County, Texas Denney Mascorro
CAUSE NO14-DCV-218252
SCHLU I R TECHNOLOGY IN THE DISTRICT COURT OF CORP ON,
RICK ES MYERS, Fort Bend County - 268th Judicial District Court Defendal JUDICIAL DISTRICT
PLAINTIFF'S OR PEILTION AND APPLICATION FOR TEMPORARY REST KIER = ND TEMPORARY INJUNCTION
Plaintiff Scl ui berger Te•hn•logy Corporation ("Schlumberger") files this
action against Defendants Myers, former employees of
Schlumberger, and would show the court as
I. DIS
1. Schlumberger intends co uct disc, er under Level 3 of Rule 190.4 of
the Texas Rules of Civil Procedure, subject how dited discovery sought in
connection with the temporary injunctive reliefto eves it is entitled.
II. PARTIES
2. Schlumberger is a corporation with 1, ri pale of business at 300
Schlumberger Drive, Sugar Land, Texas,77478.
3. Ricky Parker is a resident of the state of Arka erved
with process at his residence, 12034 Ridgefield Drive, Fort Smith, Arkin
4. James Myers is a resident of the state of Oklahoma, rved
with process at his residence, 30645 West San Bios Road, Kinta, Oklahoma,7455 III. VENUE
Venue is proper in Fort Bend County, Texas, because it is the county in
which f's principal office is located in. TEX. Civ. PRAC.& REM. CODE § 15.002. Venue
is is proper as a result e exclusive venue provision in the contracts at issue in this case,
wh ecify Foi ounty as the appropriate venue.
IV. FACTS
A. Ricky P ells his mess and agrees to have employees sign Retention Bonus A reel
6. On mber 9, 2011, Ricky Parker entered into an Asset Purchase
Agreement(the "APA ii line and Cased Hole Services Group, LLC("PW")
to sell the assets of his bus gy Services Company. Having signed the APA,
Ricky Parker was put on not equired that employees James O.
Myers, Carlus W. Call, and Jeremy N. P nus Contracts. Ricky Parker
knew of the terms of the Retention Bon is Contr required to be signed was
attached to the APA as Exhibit C. PW was equent ed into Schlumberger. The trade
mine and all domain names using Parker Energy .operty of Schlumberger
and the business was operated as Parker Energy Services ompa
B. Ricky Parker and James Myers sign Confidential Information, and Non-Compete Agreement
7. The APA further put Ricky Parker on y other
employee who joined Schlumberger following the sale of his business, ree to
Schlumberger's policies and agreements. On September 10, 2011, Jai
Myers entered into Intellectual Property, Confidential Information, ete
Agreements with Schhtmberger (the "ICN Agreement"). True and correct cop of the ICN
Agreements are attached as Exhibits A and B, and incorporated herein by reference. The ICN
2 Agreements contain detailed and specific definitions of Confidential Information. Ricky Parker
and James agreed that they would not remove any Confidential Information from
Schlu r, that they would deliver all Confidential Information to Schlumberger upon
re or upon terns of their employment, and that they would make available to
Sch erger al at torage devices which contained Confidential Information. The ICN
Agreem hat Ricky Parker and James Myers will not disclose or use any
Confidential In on afte • ieir employment with Schlumberger ended. The ICN
Agreements further provide bile employed by Schlumberger, and for a period of one year
after their employmet d d, they would not directly or indirectly work for
or assist, whether as an ow isultant, contractor or otherwise any business or
commercial operation whos ect competition with the area of
Schlumberger's business in which they we ear restriction provides for an
extension of time for the period of was in breach of those
agreements. James Myers and Ricky Par responsibilities over wireline,
slick line and braided line operations in Oklahoma and Pennsylvania. Parker
also had management responsibilities over Texas and one-year restriction
provides for an extension of time while they were brea ioi3 Thy agreements
further provide that they could request a. waiver of certain res did so in writing 45
days prior to starting employment for which they were seeking a ested a
8. The ICN Agreements further provide that they
indirectly recruit, hire, solicit or assist others in recruiting, hiring, or solici ng a plo .es of
Schlumberger. Schlumberger is only seeking to enforce this restriction win respect to
3 employees of the Parker Energy Services and Production Wireline business (which provided
wireline, slic Id braided line services)for which they worked prior to their resignation.
Ricky Parker and James Myers agreed that the restrictions contained in the
IC greements were re ble.
ames • ns a Retention Bonus Contract
templated by the APA, on September 15, 2011, James Myers
signed a Retent ins Con with Production Wireline and Cased Hole Services Group,
LLC (the "Myers Retentioi gr ment"). A true and correct copy of this agreement is attached
hereto as Exhibit C y reference. Pursuant to the terms ofthe Retention
Bonus Agreement, Myers w 1 amount of money in connection with the sale of
the business and his agreemei c or • .ei'od oftwo years after he signed the
agreement. He also agreed not to use nformation, and to return all
documents, email communications, cot er data materials, whether or not
they contain Confidential Information, upon paratioi mployment with the Company
or upon request. Myers further agreed that during h Schlumberger and for a
period of one year after his employment ended, he would
(a) Solicit, contact, or acc work, wh Q seine or
substantially similar to the work and/or services performed by mpany,from clients
ofthe Company with whom he had business dealings during his e npany.
(b) Solicit, recruit, encourage, hire or assist entity
to solicit, recruit, encourage or hire for employment any employee or in ntrac
the Company to work for a competitor. This restriction for purposes of the req est ctive
relief is limited to the employees of Parker Energy Services and Production Wir me business
4 (which provided wireline, slick line and braided line services) with whom James Myers had
dealings, or whom he had access to Confidential Information, while employed by
Schlu
irectly or indirectly own, manage, operate, control, be employed
by, a consulta r perform any job functions for, any business that is in competition with
the Coin
yers that these restrictions were reasonable. He further agreed
that the payment of the bon in ey was conditioned upon his complying with these restrictions
as written. He agree the enforceability of these restrictions, or if a court
found them to be unenforce be entitled to the bonus money, and would repay
all bonus money previously nus money and complied with its
obligations under the agreement.
12. Since Ricky Pai was aw n Bonus Agreement as a
condition of the sale of the business and stantial amounts of money in
connection with the sale, he further agreed that the • sonable.
D. Ricky Parker resigns from Schlumberger and business
13. Ricky Parker resigned from Schlut Ql-le formed
a competing business, PWL LLC, on April 7, 2014. He is 'do for use in the
competing business and began to publish photos of the trucks u ting his
readiness to service clients. (Exhibit E). Schlumberger confronted Jai what
he knew about the competing business and he claimed to have no knowle conf
that he would not go to work for the competing business. Contrary to h • re se c tions,
Schlumberger learned that while still employed by Schlumberger, James Myers as recruiting
5 Schlumberger's employees to go to work for the competing business. Ricky Parker took
delivery of ks and began having Schlumberger employees, while still employed by
Schlu r and during working hours, come to the new business location. GPS tracking has
co fir ned that they were g Schlumberger vehicles while at the competing business.
14 es Myers also began going to the new business location, while still
employe uring business hours. He was also using a Schlumberger vehicle.
He also worked arker to bt in offers of employment for Schlumberger employees and set
up a meeting with Schlumb mployees to present the offers. On September 16, 2014, with
offer letters in han up, James Myers tendered his resignation to
Schlumberger, shortly befo a Ze meeting w th the Schlumberger employees to whom offers
were going to be made. 1 the Schlumberger employees to
immediately resign with no notice. es Myers' intent in having
Schlumberger employees resign with • notice w 11 leave en masse so that
Schlumberger would be unable to service cu er and James Myers would then
offer the services of their new company to the Schl
15. James Myers informed Schlumbe retiring. He did not
retire and has continued working for Parker's new a chlumberger
customer whose headquarters are in Texas. He did so Mei ie resignation of a
number of Schlumberger employees, ostensibly to be able to tell berger
no longer had enough employees to service the customer's business.
16. Schlumberger has also learned that while still empl
James Myers was telling Schlumberger customers and sales representatives at erger
could not take on new work. One of Schlumberger's customers confirmed that dt ring the one-
6 year period covered by both Myers' and Parker's agreements, it had been solicited and had made
the decision e its business because Myers and Parker had hired away the employees the
custo ted working its wells. The breaches, both during Myers' employment and during
tl e-year non-compe p iod of Myers' and Parker's ICN Agreements, were intended to
div le busine e new business operated by Myers and Parker. Further, the business LC name u d "Professional Wireline" is similar to the name used by
Schlumberger eton W le. Upon information and belief, Defendants have used this
similar name to mislead one customer into believing the same business would be
providing services. ave been able to immediately negotiate a Master
Services Agreement with th entity. As can be seen from Exhibit E,they are
already performing services lay b en p .sible for them to do so without
violating the terms of their agreements. d that Schlumberger property
was missing and made a demand for t etum of e of the property has been
returned, but other property is still under inv on. Jat ers was essentially working for
Ricky Nu-ker's new business while still on Schlum a
E. Schlumberger's efforts to protect its confident! 1 ormatiffi
17. As set forth in Exhibit D, Schlum er er requires mp eo agree to a
number of policies to protect confidential information. Am gs, employees must
agree to the Business Ethics Policy, Confidentiality and Infonnat 'eat Po ic , C flict of
Interest Policy, Data Privacy and Protection Policy, Intellectual Prop Non-
Disclosure Agreement. Computers are also password protected and ess to onfid tia
information is restricted. In addition to these policies, employees sign the abov enced
7 agreements. Schlumberger has attempted to prevent employees from using its confidential
information Pe onal gain, or disclosing it to third parties.
F. cl mbereer provided Ricky Parker and James Myers with access to confidential formation
18. otl icky Parker and James Myers were in management roles at
Schh nb it and o had xtensive contact with Schlumberger customers. They had extensive
access to, and used, Information as defined in the agreements at issue. Access and
use was neces or them to re business for Schlumberger, staff the jobs, and service the
customers. They also cos • 11 rs, learned their business needs and preferences, and
communicated with of er Sc agers and sales representative regarding strategies
for developing business. 'I ene - ries of the goodwill Schlumberger
developed with existing custom
V. C 'OT A 110111111411,
A. Tortious interference with contract
19. Schlumberger incorpo is all set forth above as if set forth at
length.
20. Ricky Parker knew that James s entered the Retention Bonus
Agreement and the ICN Agreement. He willfully at onally red with those
agreements. His conduct is not justified or privileged. This int e p• ately caused
injury to Schlumberger,for which Schlumberger incurred actual dt na • losst. -Ie will
also be unjustly enriched by the interference. Accordingly, Schlumber ages
including, but not limited to disgorgement of his gains, monetary benefits, an •
8 B. Tortious interference with prospective business relationships
Schlumberger incorporates its allegations set forth above as if set forth at
22. Sc. in )erger had good business relationships with its customers, on
wh rn 't had spe effort, and resources to develop and maintain. Staffing projects being
perform:h key personnel is essential for Schlumberger to maintain its
relationships wit its stoiners is reasonably likely that Schlumberger would have continued
to maintain these relations s i the future based upon the good relationships it had enjoyed
with them in the past. ut these business relationships and staffing decisions
on projects for customers. nally interfered with Schlumberger's prospective
relationships with its custom -chestrated their starting to work for
Defendants while still employed by Plaint resign with no notice to cause
Schlumberger problems servicing cust Jame vetted business to the new
business venture. Independently tortious inlawfi were committed during the
interference with these prospective relationships.
23. Defendants' conduct is not just -d. This interference
proximately caused injury to Schlumberger, for which a1 damages
and/or losses. Defendants will also be unjustly enriched nce. Accordingly,
Schlumberger seeks to recover its damages, including, but not of their
gains, monetary benefits, and profits.
C. Breach of contract
24. Schlumberger incorporates its allegations set forth abo th at
9 25. Ricky Parker started a competing business during the one-year period after
his employm = t i Schlumberger ended. He also had James Myers recruiting employees of
Schlu r for the competing business and diverting Schlumberger customers to the
co ip hug business. Jan yers, while still employed by Schlumberger, began working for the
con ng busin began recruiting Schlumberger employees for the competing business.
They co erns oftheir contracts as set forth above. Schlumberger is entitled
to recover dama ximatel ca ised by their conduct.
D. Breach offiduciary a and dut oflo alt
26. rates its allegations set forth above as if set forth at
27. As an e in charge of the operations of the
acquired business, Myers had a commo aw ity to se erger faithfully and honestly.
He wasplaced in positions of trust and confid As a manager, he was
entrusted with Company assets, customer rel nships, = Zp ees, and developing and retaining
business for Schlumberger. Myers breached th his fiduciary duties by
working with Ricky Parker on the competing business as letail a
28. Schlumberger is entitled to recove caused by his
conduct.
E. Aiding and abetting breach offiduciary duty and duty ofloy
29. Schlumberger incorporates its allegations set for orth at
30. As a former employee in a management role, and as res of his
knowledge of the terms of the APA, Ricky Parker knew that James Myers had a fiduciary duty
10 and duties of loyalty to Schlumberger following the acquisition. Ricky Parker knew James
Myers was positions of trust and confidence at Schlumberger. He knew Myers was
estrus Company assets, customer relationships, employees, and developing and retaining
bu ss for Schlumber icky Parker aided and abetted Janies Myers in breaching James
My, duty oflo ty id his fiduciary duties as set forth in more detail above.
eager is entitled to recover damages proximately caused by his
. ATTORNEYS'FEES
32. aches of agreements by the former Schlumberger
employees, including but n t united to tie Defendants, Schlumberger has been required to
engage the undersigned atton ts have been made. Schlumberger
is entitled to recover its attorneys' fees pu of the Texas Civil Practice &
Remedies Code.
VII. EXEMP
33. The conduct complained of h and done with malice, with
the intent to harm Schlumberger. Defendants we e gr d acted with reckless
disregard and conscious indifference to the rights of Sc is therefore
entitled to recover exemplary damages from Defendants.
VIII. RE I UEST FOR EMERGENCY AND PERMANEN EF
34. Unless immediately restrained, Ricky Parker will
continue to cause irreparable harm to Schlumberger for which there is
law, including, without limitation, loss of existing customers, loss of business • port loss
of employees, loss of goodwill and business reputation, and loss of confidential rmation and
trade secrets. Money damages cannot adequately compensate Schlumberger. As a result,
11 Schlumberger seeks a temporary restraining order until a date set for hearing (not to exceed
fourteen day ro a ie date of the order) and, after notice and a hearing, a temporary injunction
preve icky Parker and James Myers from further breaching their contracts until a trial on
th ii rits. A temporar res •aining order and temporary injunction are necessary to preserve
Sch erger's r nding a trial on the merits and are warranted by the plain language and
requires t.
here is ubstantial likelihood that Schlumberger will prevail on the
merits. Ricky Parker and ai Myers have violated the terms of their contracts by their
conduct set forth abo
36. The t re tened injur to Schlumberger outweighs any possible damage to
Ricky Parker quid James Myt, simply require them to live up to
their obligations under the contracts. The, sums of money in connection
with the sale ofthe business and ancil • Zetentio t as consideration for their
complying with the terms oftheir agreement
37. The public interest is served protects Schlumberger's
confidential information and goodwill.
38. Schlumberger is entitled to a t r •, temporary
injunction, and permanent injunction restraining Ricky Parker < art ers from:
(a) Retaining, concealing, moving, o any of
Schlumberger's equipment, property, documents, reports, files, boo pany
Confidential Information.
(b) Deleting or destroying any Company Confid itial a ifo ation
contained on any computer, phone, disc, data storage device, email account, or clou storage.
12 (c) Failing to provide to Schlumberger, as required by paragraph 4 of
the ICN Agr s, access to computers or other electronic data storage devices containing
Corn nfidential Information;
(cl erectly or indirectly working for, or assisting (whether as an
owl er, mployee on taut, contractor or otherwise) any business or commercial operations of
wireline, d line operations in Oklahoma, Arkansas, Kansas, Pennsylvania,
Texas or Louisi
(e) ri osing Company Confidential Information to any third party;
Confidential Information;
(g) rectly or i id rectly recruit, hire, solicit or assist others in
recruiting, hiring, or solicitin who worked in the Parker Energy
Services and Production Wireline business ne, slick line and braided line
(h) Soliciting, col work, which was the same or
substantially similar to the work and/or services for the Company, from
clients of the Company with whom they had business de employment with the
Company.
39. To the extent, however, that the Cour d nd at Agreement to be
overbroad or unenforceable to any extent, Schlumberger ahem ly Court
reform the Agreement as authorized by the Section 15.15(c) of s and
Commerce Code.
Ix. CONDITIONS PRECEDENT
40. All conditions precedent to Schlumberger's claim for re ef has been
performed or have occurred, or were otherwise met, waived, or excused. Schlumberger is the
13 parent as well as an Affiliate ofPW within the definitions in Retention Bonus Agreement, and is
entitled to en e terms ofthat contract.
X. RELIEF REQUESTED
41. Sc in )erger seeks monetary relief of between $200,000 and $1,000,000
an no -monetar
Schlumberger respectfully requests that this Court:
a temporary restraining order enjoining Ricky Parker from
the conduct set orth above;
-ary restraining order enjoining James Myers from
the conduct set forth above;
(c) •ary injunction as requested above
pending a trial on the merits;
(d) After a t n the m anent injunction and order
specific performance ofthe Agreement as re
(c) Award Schlumberger s—an costs of suit; and
(f) Grant Schlumberger all oth d in equity, to which
Schlumberger may be entitled.
14 Respectfully submitted,
/s/JeffBarnes Jeff Barnes State Bar No. 24045452 barnesi@iacksonlewis.com JACKSON LEWIS P.C. 1415 Louisiana, Suite 3325 Houston, Texas 77002-7332 P11: (713)650-0404 FX: (713)650-0405
and
Willigun L. Davis, Esq. State Bar No. 05563800 acksonlewis.com CKSON LEWIS P.C. 0 N. Akard, Suite 2500 alla • T- 5201 00 08
rTORN AINTIFF SCHL HNOLOGY ATI
15 VERIFICATION
STATE AS § OF BEXAR §
undersigned authority, on this day personally appeared Michael
Yarbrough of Schl hnology Corporation, who being by me duly sworn, upon his
oath stated th fully co nt and duly authorized to make this verification on behalf of
Schlumberger Technol , that he has read the foregoing Plaintiff's Original
Petition and Applicatt•n for raining Order and Temporary Injunction, and the
facts stated in paragraphs wit ersonal knowledge and are true and
correct to the best of his knowl
SUBSCRIBED AND SWORN to before ed authority, on this P7-
day of October/54014.
fil6HELLESIWOOD MY COMMISSION EXPIRES cs September5,2016 Notary blic in an
My Commission Expires: 5p0
Related
Cite This Page — Counsel Stack
Ricky D. Parker and James Myers v. Schlumberger Technology Corporation, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ricky-d-parker-and-james-myers-v-schlumberger-technology-corporation-texapp-2014.