THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST v. MERIT

CourtCourt of Civil Appeals of Oklahoma
DecidedMay 7, 2026
Docket121669
StatusPublished

This text of THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST v. MERIT (THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST v. MERIT) is published on Counsel Stack Legal Research, covering Court of Civil Appeals of Oklahoma primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST v. MERIT, (Okla. Ct. App. 2026).

Opinion

OSCN Found Document:THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST, et al. v. MERIT, et al.

THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST, et al. v. MERIT, et al.
2026 OK CIV APP 11
Case Number: 121669
Decided: 05/07/2026
Mandate Issued: 05/07/2026
IN THE COURT OF CIVIL APPEALS OF THE STATE OF OKLAHOMA, DIVISION II


Cite as: 2026 OK CIV APP 11, __ P.3d __


THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST, an Oklahoma Trust; COSMO ENERGY, LLC, an Oklahoma Limited Liability Company; and NTH, LLC, an Oklahoma Limited Liability Company, Plaintiffs/Appellees,
vs.
MERIT PETROLEUM, LLC, an Oklahoma Limited Liability Company; JOHN W. SWEEDEN, IV, an individual; JCW ENERGY, LLC; SYNTAX, LLC; ALLSQUARE, LLC; ALLSQUARE HOLDINGS, LLC; FOSBURY, LLC; and PUBLICADATAOK, LLC, Defendants/Appellants.

APPEAL FROM THE DISTRICT COURT OF
OKLAHOMA COUNTY, OKLAHOMA

HONORABLE SHEILA STINSON, TRIAL JUDGE

AFFIRMED

Mark B. Houts, HOUTS LAW, PLLC, Oklahoma City, Oklahoma For Defendants/Appellants

Kyle Goodwin, William M. Lewis, Paul B. Cason, Jason Reese, GOODWIN / LEWIS, PLLC, Oklahoma City, Oklahoma For Plaintiffs/Appellees

JOHN F. FISCHER, JUDGE:

¶1 Merit Petroleum, LLC and its owner John W. Sweeden, IV (collectively "Sweeden" unless otherwise noted) appeal the district court's final order denying their motion to disqualify counsel for NTH, LLC and The Benjamin M. Barresi Separate Property Trust in this litigation. McGee v. Amoco Production Co., 2019 OK 7438 P.3d 355Miami Bus. Servs., LLC v. Davis, 2013 OK 20299 P.3d 477

BACKGROUND

¶2 NTH is an Oklahoma limited liability company. The Operating Agreement of NTH was made effective December 13, 2019. When organized, NTH was owned equally by the Trust, JCW Energy, LLC and Merit. According to the district court's findings of fact, Benjamin Barresi is the sole member of the Trust; Justin Woody is the sole member of the defendant JCW Energy, LLC; and Sweeden is the sole member of Merit.

¶3 Prior to the formation of NTH, Woody and Sweeden had been involved in a partnership with a third partner. It appears that partnership was terminated in July of 2019. Woody and Sweeden used assets and intellectual property from that partnership to form the new business, NTH, with Barresi. Originally, Barresi, Woody and Sweeden were named managers of NTH. However, it appears that Sweeden may have been removed from that office for cause on August 26, 2020, by a vote of Barresi and Woody, although Sweeden contends that his removal was ineffective.

¶4 At the same time NTH was organized, these parties signed a Memorandum of Understanding effective December 13, 2019, whereby Sweeden was to develop software for use in the oil and gas industry and transfer certain assets to NTH. Sweeden represented that development of the software was almost complete. The Barresi Trust agreed to fund completion of the software project in the amount of $2,500,000, of which $2,350,000 was to be contributed "in a manner to be determined by the unanimous vote of the managers." Except for NTH's "monthly cash burn," any increase or decrease in the Trust's periodic contributions to NTH would "be determined by [the Trust] at [its] sole discretion." The software was to be used by Cosmo Energy, LLC, and marketed to other oil and gas industry participants. Cosmo is involved in the oil and gas business and is owned or controlled by the Trust. To complete development of the software, Sweeden was given access to Cosmo's proprietary data.

¶5 The parties' new business lasted only a few months. By email dated July 28, 2020, to Woody and Sweeden, Barresi summarized the "break-up" of NTH and the plan going forward based on recent conversations among the parties. According to the email, Cosmo was no longer able to fund NTH due to COVID-19, and Sweeden would work to sell some or all of NTH's assets to repay Cosmo the $800,000 it had invested in the project. The email states that NTH "is dissolved effective July 7th, 2020." Woody suggested a change to the summary, which Barresi accepted. It does not appear that Sweeden responded.

¶6 NTH, Cosmo and the Barresi Trust filed this action on August 25, 2020, alleging that Sweeden had breached the terms of the Memorandum of Understanding. The Petition asserted claims for breach of contract, fraud, conversion and unjust enrichment, among others, and sought monetary damages and injunctive relief. The Plaintiffs alleged that Sweeden failed to transfer the assets to NTH that he was required to transfer, failed to meet deadlines for completion of the software, installed "back door access to Ben Barresi's computer without his knowledge or consent," attempted to "hack [or] steal information" from that computer, misappropriated Cosmo's data, wrongfully denied Cosmo employees access to Cosmo's data, failed to account for the expenditure of funds received from NTH and otherwise misused NTH funds for personal and unauthorized expenses. Some aspects of these claims are unique to an individual Plaintiff although other aspects of the claims are shared by one or more of the Plaintiffs. The petition was filed by Kyle Goodwin and William M. Lewis of Goodwin/Lewis PLLC on behalf of NTH, the Barresi Trust and Cosmo.

¶7 The Plaintiffs obtained a temporary restraining order the same day that they filed their petition, prohibiting Merit, Sweeden and the other Sweeden defendants from, among other things, "deleting, erasing or transferring" electronic data belonging to Cosmo or NTH. Although served with notice, Sweeden did not appear at the August 28, 2020 hearing on the preliminary injunction. As a result of that hearing, the temporary restraining order was converted to a preliminary injunction. That injunction also required Sweeden to disclose all passwords, administrative identifications, saved files and backed-up files for accounts owned by Barresi, Cosmo, NTH and other related entities.

¶8 Sweeden was served with a copy of the Petition the day it was filed and entered an appearance through counsel on September 14, 2020. He filed his Answer on October 2, 2020, in which he asserted various affirmative defenses and alleged that the Plaintiffs had breached the parties' contract. On May 13, 2021, Sweeden sought leave to file "crossclaims, counterclaims and third-party claims." The district court held a hearing on Sweeden's motion on July 6, 2021, and advised Sweeden that he needed to re-urge his request after attaching his amended answer with the proposed crossclaims, counterclaims and third-party claims to the motion.

¶9 On July 7, 2021, Sweeden's counsel sent a letter to counsel for the Plaintiffs demanding that NTH pursue claims against the Trust for violating the terms of the Operating Agreement by failing to contribute the full $2.5 million contemplated by the Memorandum of Understanding. On July 15, 2021, Sweeden filed his motion to disqualify counsel for the Plaintiffs from further participation in this case. He argued that the Goodwin/Lewis law firm had an impermissible and unwaivable conflict of interest precluding its continued representation based on two alleged grounds: (1) Attorney Lewis had previously represented Merit and Sweeden in another matter; and (2) NTH had claims in this lawsuit that are adverse to the Barresi Trust.

¶10 The district court conducted an evidentiary hearing on Sweeden's motion on September 9, 2021. At that hearing, Sweeden referred to Barresi's July 28, 2020 email and argued that the Trust had breached the Memorandum of Understanding by not continuing to fund NTH.

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THE BENJAMIN M. BARRESI SEPARATE PROPERTY TRUST v. MERIT, Counsel Stack Legal Research, https://law.counselstack.com/opinion/the-benjamin-m-barresi-separate-property-trust-v-merit-oklacivapp-2026.