Datatreasury Corporation v. Wells Fargo & Company et al

Filing 523

MOTION to Compel Certain Documents Relating to Defendant Unionbancal Corporation's Jurisdictional Challenge by Datatreasury Corporation. (Attachments: #1 Exhibit #2 Exhibit)(Bruster, Anthony) Additional attachment(s) added on 2/21/2007 (sm, ).

Datatreasury Corporation v. Wells Fargo & Company et al

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UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS MARSHALL DIVISION § § § § § § § § § § § § § § §

DATATREASURY CORPORATION Plaintiff, vs. WELLS FARGO & COMPANY et al. Defendants.

Civil Action No. 2:06cv72

DEFENDANT UNIONBANCAL CORPORATION'S OBJECTIONS AND RESPONSES TO PLAINTIFF'S FIRST SET OF REQUESTS FOR PRODUCTION REGARDING JURISDICTIONAL DISCOVERY TO DEFENDANT UNIONBANCAL CORPORATION Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and Rule 26 of the Local Rules of the United States District Court for the Eastern District of Texas, Defendant UnionBanCal Corporation ("UBC") hereby responds and objects as follows to Plaintiff DataTreasury Corporation's ("DTC") First Set of Requests for Production Regarding Jurisdictional Discovery. GENERAL OBJECTIONS The following objections apply to each request: 1. UBC objects to all document requests, definitions, and instructions to the extent

that they exceed the limited scope of discovery permitted by the Court's December 8, 2006 Order permitting DTC to propound interrogatories, requests for production, and requests for admission dealing specifically with jurisdictional issues. Accordingly, UBC objects to all

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document requests, definitions, and instructions to the extent that they do not deal specifically with jurisdictional issues. 2. UBC objects to all document requests, definitions, and instructions insofar as they

purport to require the production or disclosure of information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or doctrine that limits discovery. By responding to any request, UBC does not waive any applicable privilege or doctrine as to that request or as to any other future request. In the event that privileged or confidential information or documents are produced, the production, unless otherwise expressly stated to the contrary in writing at the time of production, is inadvertent and shall be deemed to be null, void, and of no legal consequence. Plaintiff and its counsel are directed to refrain from reading or copying any inadvertently produced document that contains such privileged or confidential information if they have been advised of the privileged or confidential nature of the document produced by UBC or otherwise become aware of its privileged or confidential nature, and to return it (and all copies) immediately to UBC. 3. UBC objects to all document requests, definitions, and instructions to the extent

that they seek to impose obligations beyond those imposed by the Federal Rules of Civil Procedure ("Federal Rules") and/or the Local Rules of the United States District Court for the Eastern District of Texas ("Local Rules"). 4. UBC objects to all document requests, definitions, and instructions to the extent

that they are unreasonably vague, overly broad, unduly burdensome, cumulative, duplicative, seek information that is not relevant and not reasonably calculated to lead to the discovery of admissible evidence, seek information that is not in the custody, possession, or control of UBC, or seek information that is obtainable from another source that is more convenient, less

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burdensome, and less expensive. 5. UBC's responses herein are based on facts presently known to it and represent a

diligent and good faith effort to comply with the interrogatories. UBC reserves its right to revise, supplement, correct, alter, add to, clarify, or change its responses and objections to the requests and to produce additional responsive documents, if any, that UBC had within its possession, custody, or control at the time the requests were propounded. 6. By agreeing to search for or to produce responsive documents, or by producing

such documents, UBC does not admit the competence, relevance, materiality, or admissibility of such documents or the information contained therein, and specifically reserves its rights to object to the use of such documents on any grounds, including irrelevance and/or inadmissibility. UBC's responses are made subject to and without waiving any objections as to competence, relevance, materiality, or admissibility. 7. UBC objects to each document request to the extent that it seeks production of

confidential commercial, research and development, trade secret, and/or proprietary information. Subject to and without waiving this or any other objection, UBC states that responsive documents containing such confidential, proprietary, and/or trade secret information will only be produced pursuant to the Protective Order entered by the Court in this case. UBC further objects to each request to the extent that it seeks information that, if produced, would result in the violation of any contractual obligation to third parties. 8. UBC objects to all document requests, definitions, and instructions to the extent

that they seek private information, the disclosure of which would violate federal or state law, any applicable confidentiality agreement, and/or the privacy rights of persons not parties to this action. To the extent that UBC produces documents containing such information, any such

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information will be redacted. 9. UBC objects to all document requests, definitions, and instructions to the extent

that they seek information subject to non-disclosure agreements. UBC will not disclose nor produce any such information subject to non-disclosure agreements. 10. UBC objects to all document requests to the extent that the information sought by

plaintiff is contained in documents that are already in plaintiff's possession, custody or control, or are equally available to plaintiff, on the grounds that such requests are unreasonably burdensome, cumulative, and duplicative, and that the information or documents are obtainable from a source that is more convenient, less burdensome, and less expensive. 11. UBC objects to all document requests to the extent that the documents requested

are not reasonably limited in time, on the grounds that such requests are overbroad, oppressive and unreasonably burdensome. 12. UBC objects to the document requests to the extent that they call for the

production of documents in the possession or control of UBC's corporate affiliates and subsidiaries. Plaintiff has not pled or established any grounds for disregarding the separate corporate existence of any of UBC's affiliates or subsidiaries. UBC cannot respond to these document requests on behalf of any other company. Accordingly, all responses are on behalf of UBC only, and represent only those documents currently available to UBC. 13. UBC objects to the document requests to the extent that the documents requested

do not relate to UBC's contacts with Texas and, as such, do not pertain to this Court's general or specific personal jurisdiction over UBC as irrelevant, overbroad, unreasonably burdensome, harassing and not reasonably calculated to lead to the discovery of evidence pertaining to jurisdictional discovery.

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OBJECTIONS TO DEFINITIONS 1. UBC objects to DTC's Definition No. 4 to the extent that the definition and use of

the term "document" set forth in the Definition exceeds the scope of Federal Rule 26 or 34. 2. UBC objects to DTC's Definition No. 5 as vague, ambiguous, overly broad, and

unduly burdensome to the extent that DTC's definition of "relates" or "relating" attempts to expand the scope of permissible discovery by broadening the terms beyond any reasonable definition. UBC will treat these terms as having only their ordinary meaning. 3. UBC objects to DTC's Definition No. 7 on grounds that purporting to require

UBC to comply with such definitions would require UBC to go beyond reasonable search and identification procedures and to make extraordinary efforts and to incur extraordinary expense that would impose upon UBC an undue burden, unnecessary expense, harassment or annoyance from which UBC is entitled to be protected pursuant to Rule 26(b)(2) of the Federal Rules of Civil Procedure. 4. UBC objects to DTC's Definition Nos. 7, 8, and 9 to the extent that the definition

and use of the terms "communication," "communications," "communicated," or "meeting" set forth in the Definition seeks information protected by the attorney-client privilege, the work product doctrine, self-critical analysis privilege, or any other applicable privilege or doctrine that limits discovery. OBJECTIONS TO INSTRUCTIONS 1. UBC objects to DTC's requests in the first paragraph that: (a) UBC produce

documents within 30 days after service of the document requests on UBC; and (b) that all documents be produced in electronic .tiff format with a corresponding .txt load file containing the document boundaries as kept in the ordinary course of business. UBC objects to this

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instruction to the extent that it seeks to impose obligations beyond those imposed by the Federal Rules of Civil Procedure and/or the Local Rules. UBC will produce documents at a place, date and format mutually agreeable to the parties. 2. UBC objects to DTC's Instructions No. 2, as well as each document request to the

extent that it requires the production of "all documents," "all responsive documents," "all financial documents and reports," and "all agreements" as unduly burdensome and oppressive in that the collection of potentially responsive documents would require an exhaustive search for documents in numerous different files, including the files of all UBC's employees. In responding to these requests, UBC will conduct searches that are reasonably designed to locate responsive documents, if any. 3. UBC objects to DTC's Instruction No. 3 to the extent it exceeds the requirements

of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. 4. UBC objects to DTC's Instruction No. 4 to the extent it exceeds the requirements

of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. 5. UBC objects to DTC's Instruction No. 5 to the extent it exceeds the requirements

of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. 6. UBC objects to DTC's Instruction No. 6 to the extent it exceeds the requirements

of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. 7. UBC objects to DTC's Instruction No. 7 to the extent it exceeds the requirements

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of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. 8. UBC objects to DTC's Instruction No. 8 to the extent it exceeds the requirements

of Federal Rules 26 and 34. Responsive documents will be produced in accordance with the procedures set forth in Federal Rules 26 and 34. OBJECTIONS AND RESPONSES REQUEST NO. 1: Please produce a copy of the Articles of Incorporation for UnionBanCal Corporation. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 2: Please produce a copy of all documents relating to the formation of UnionBanCal Corporation. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections
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and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to "the formation" of UBC without clarification or limitation as to what that term means. Unless and until DTC clarifies or narrows this request, UBC objects to the production of documents in response to this overbroad and vague document request. REQUEST NO. 3: Please produce a copy of all documents relating to UnionBanCal Corporation's ownership and control of Union Bank of California, N.A. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to UBC's "ownership and control" of another entity without clarification or limitation as to what those terms mean. Unless and until DTC clarifies or narrows this request, UBC objects to the production of documents in response to this overbroad and vague document request.

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REQUEST NO. 4: Please provide copies of all financial documents and reports of any type for UnionBanCal Corporation from 2001 to the present. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks "financial documents" without clarification or limitation as to what those terms mean. Unless and until DTC clarifies or narrows this request, UBC objects to the production of documents in response to this overbroad and vague document request. REQUEST NO. 5: For each of the telephone numbers identified in response to Plaintiff DataTreasury Corporations [sic] First Set of Interrogatories Regarding Jurisdictional Discovery, please produce all records of long-distance calls made from each of those telephone numbers. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. Subject to and without
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waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 6: Please provide copies of all agreements entered into between UnionBanCal Corporation and Small Value Payments Company LLC and/or The Clearing House Payments Company LLC. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks "all agreements" without clarification or limitation as to what those terms mean. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 7: Please provide copies of all agreements entered into between UnionBanCal Corporation and Viewpointe Archive Services LLC. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections

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and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks "all agreements" without clarification or limitation as to what those terms mean. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 8: Please produce all documents that evidence or show the corporate structure and/or organization of UnionBanCal Corporation and all affiliated companies, including wholly-or partially-owned subsidiary companies. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents that evidence or show the corporate structure of "all affiliated companies" without clarification of limitation. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive

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documents that evidence or show the corporate structure and/or organization of UBC, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 9: Please produce all documents evidencing any communications between officers, directors, or employees of UnionBanCal Corporation, on the one hand, and officers, directors or employees of Union Bank of California, N.A. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to "any communication" between certain individuals. Such a request is indefensibly overbroad, and appears calculated to harass or impose an undue burden upon UBC. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 10: Please produce all documents related to any meetings between officers, directors or employees of UnionBanCal Corporation on the one hand, and officers, directors or employees of

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Union Bank of California, N.A. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks "all documents" relating to "any meetings" between certain individuals without limitation or clarification. Such a request is indefensibly overbroad, and appears calculated to harass or impose an undue burden upon UBC. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 11: Please produce all documents reflecting any monies received by UnionBanCal Corporation that were derived in any way from the State of Texas. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents "reflecting any monies" without clarification or limitation as to what those terms mean. UBC further objects to this document request as overly broad, unduly burdensome, vague, and
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ambiguous to the extent that it seeks documents reflecting any monies that UBC "derived in any way from the State of Texas" without clarification or limitation as to what those terms mean. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents that reflect money received by UBC as a result of UBC's activities in Texas, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 12: Please produce all documents relied upon or used in any way by you in responding to Plaintiff's First Set of Requests for Admission Related to Jurisdictional Discovery. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 13: Please produce all documents relied upon or used in any way by you in responding to Plaintiff's First Set of Interrogatories Related to Jurisdictional Discovery. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive

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documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 14: Please produce all documents that relate to any contacts between UnionBanCal Corporation and the State of Texas within the last five years. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents that relate to "any contacts" without clarification or limitation as to what that term means. Moreover, UBC will treat the term "State of Texas" as referring to only the governmental entity that is the "State of Texas." Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 15: Please produce all documents related to UnionBanCal Corporation and any products or services offered for sale within the last five years in the State of Texas. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to "any products or services offered for sale" without clarification or limitation as to what may

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constitute a product or a service, and without clarification or limitation as to what may constitute an offer for sale in the State of Texas. Without clarification or limitation, these terms are hopelessly vague and UBC is unable to determine what information DTC is even seeking with this Request. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 16: Please produce all documents related to any judicial, regulatory, or administrative proceeding that UnionBanCal Corporation has ever participated in that was or is pending in the State of Texas. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. Merely because UBC may have ever participated in a "judicial, regulatory, or administrative proceeding" does not, in any way, mean that jurisdiction in this Court is proper. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to certain proceedings that UBC "ever participated" in without clarification or limitation as to what that term means and without any temporal limitation. UBC further objects to this document request to the extent that it seeks production of information protected by the attorneyclient privilege or attorney work-product doctrine. Unless and until DTC clarifies or narrows
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this request, UBC objects to the production of documents in response to this overbroad and vague document request. REQUEST NO. 17: Please produce all documents reflecting any representation made by UnionBanCal Corporation that you operate or control Union Bank of California, N.A. in any way. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents reflecting "any representation" without clarification or limitation as to what that term means. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents regarding whether UBC "operate[s] or control[s]" other entities without clarification or limitation as to what those terms mean. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 18: Please produce all documents related to all bank accounts in the State of Texas that UnionBanCal Corporation has held within the last five years.

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OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to "all bank accounts" without clarification or limitation as to what those terms mean. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to bank accounts "in the State of Texas" without clarification or limitation as to what constitutes a bank account "in" a certain state. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents relating to bank accounts that UBC "held" without clarification or limitation as to what those terms mean. As certain of UBC's subsidiaries are banks, it is entirely unclear what information DTC is seeking with this Request. Unless and until DTC clarifies or narrows this request, UBC objects to the production of documents in response to this overbroad and vague document request. REQUEST NO. 19: Please produce all documents related to all business transactions conducted by UnionBanCal Corporation in the State of Texas during the last five years. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly
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broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to "business transactions" without clarification or limitation as to what those terms mean. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to transactions "conducted by" UBC without clarification or limitation as to what that term means. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-workproduct, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 20: Please produce all documents related to any property in Texas (either real or personal) owned, leased, or otherwise possessed by UnionBanCal Corporation during the last five years. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 21: Please produce all documents related to the relationship between UnionBanCal Corporation and Union Bank of California, N.A. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections

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and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to a "relationship" without clarification or limitation as to what that term means. Such a request is indefensibly overbroad, and appears calculated to harass or impose an undue burden upon UBC. Unless and until DTC clarifies or narrows this request, UBC objects to the production of documents in response to this overbroad and vague document request. REQUEST NO. 22: Please produce all documents reflecting any tax liability ever paid or incurred by UnionBanCal Corporation arising out of income generated from within the State of Texas. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to "any tax liability" without clarification or limitation as to what that term means. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to tax liability "arising out of
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income generated from within the State of Texas" without clarification or limitation as to what that term means. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks such information with no temporal limitation. Such a request is indefensibly overbroad, and appears calculated to harass or impose an undue burden upon UBC. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 23: Please produce all documents related to all business activities ever attended or conducted in the State of Texas by UnionBanCal Corporation's officers, directors, or employees. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks information that is not relevant to UBC's contacts with Texas or the establishment of personal jurisdiction over UBC and, therefore, is beyond the scope of jurisdictional discovery. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to all "business activities" without clarification or limitation as to what that term means. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it seeks documents related to business activies "attended or conducted" without clarification or limitation as to what those terms mean. UBC further objects to this document request as overly broad, unduly burdensome, vague, and
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ambiguous to the extent that it seeks such information with no temporal limitation. Such a request is indefensibly overbroad, and appears calculated to harass or impose an undue burden upon UBC. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties. REQUEST NO. 24: Please produce all documents related to all motor vehicles that are registered or titled by the State of Texas and have been owned or leased by UnionBanCal Corporation during the last five years. OBJECTIONS AND RESPONSE: UBC objects to this document request on the grounds set forth in the General Objections and incorporates those objections herein. UBC further objects to this document request as overly broad, unduly burdensome, vague, and ambiguous to the extent that it potentially seeks information relating to vehicles "leased" by UBC that are "registered or titled by the State of Texas"; documents relating to a rental car titled in Texas but "leased" by UBC in California and never operated in Texas could fall within the scope of this document request, and would not render this Court's exercise personal jurisdiction over UBC proper. Accordingly, UBC will treat this document request as seeking information about motor vehicles that are registered or titled in the State of Texas and that are owned by UBC or leased in the State of Texas by UBC. Subject to and without waiver of the foregoing general and specific objections, UBC will produce all non-privileged, non-work-product, responsive documents, if any, that can be found by way of a reasonable search, at a time and location mutually agreeable to all parties.

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By:

/s/ Raymond L. Sweigart Raymond L. Sweigart (pro hac vice) Scott J. Pivnick (pro hac vice) PILLSBURY WINTHROP SHAW PITTMAN LLP 1650 Tysons Blvd. McLean, VA 22102-4859 T: [phone] F: [phone] [e-mail] [e-mail] Richard Hogan Texas Bar No. 09802010 PILLSBURY WINTHROP SHAW PITTMAN LLP 2 Houston Center 909 Fannin Street 22nd Floor Houston TX 77010 T: [phone] F: [phone] [e-mail] Jennifer Parker Ainsworth Texas Bar No. 00784720 WILSON, SHEEHY, KNOWLES, ROBERTSON & CORNELIUS, P.C. 909 ESE Loop 323 Suite 400 Tyler, Texas 75701 T: [phone] F: [phone] [e-mail] ATTORNEYS FOR DEFENDANT UNIONBANCAL CORPORATION

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CERTIFICATE OF SERVICE I hereby certify that on the 25th day of January 2007, a true and correct copy of the Defendant UnionBanCal Corporation's Objections And Responses To Plaintiff's First Set Of Requests For Production Regarding Jurisdictional Discovery To Defendant UnionBanCal Corporation was forwarded electronically pursuant to the parties written agreement to the following counsel of record: Edward L. Hohn NIX PATTERSON & ROACH, L.L.P. 205 Linda Drive Daingerfield, Texas 75638 Telephone: [phone]

/s/ Ross R. Barton Ross R. Barton

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