Texas Business Court Decision – August 17, 2026

No. 25-BC11A-0083   Unimacts Global, LLC, et al. v. Ayr Energy, Inc.  (Eleventh Division, Judge Barnard)  2026 Tex. Bus. 60

Discovery. Protective Orders/Trade Secrets.

Background. Plaintiffs (Unimacts) sued Ayr Energy in a trade-secrets misappropriation dispute involving rival transformer manufacturers. On March 18, 2026, the court entered a protective order establishing two tiers of protected discovery material: Confidential Information (CI) and Attorney’s Eyes Only (AEO). A dispute arose over whether Unimacts’s counsel of record could share protected discovery materials with attorneys at BTG Advaya, an India-based firm that represents Unimacts but which has not appeared as counsel of record in this matter. The parties briefed the issue by letter and submitted affidavits, and the court held a hearing on July 29.

Issues: 

1. Whether the protective order’s plain language permits BTG Advaya’s attorneys, who are not counsel of record, to access CI and AEO designated materials – Held: the plain text of the order is inconclusive;
2. If the issue is not resolved by the text of the court’s order, whether the balancing test used to evaluate access to trade-secrets and highly confidential materials favors granting or denying access – Held: Access Denied.

Discussion.

1. The court first examines the protective order’s text and concludes its plain language does not resolve the dispute. Paragraph 26 of the order concerning CI materials limits access to attorneys working on this lawsuit on a party’s behalf and those attorneys’ “signing contractors;” Paragraph 27 “tightens the circle” of  those who may have access to AEO materials by granting access to outside counsel working on this lawsuit on a party’s behalf and those attorneys’ employees and agents assisting outside counsel in the lawsuit.  Unimacts argues that since Paragraph 27 never says “attorneys of record,” any outside attorney working on the case – including BTG Advaya – qualifies as “outside counsel,” regardless of whether they have appeared of record. But the court notes that the order is not silent on “of record,” reading “signed contractors” from Paragraph 26 as someone who signs court filings, i.e., counsel of record. When the two paragraphs are read together and in the  context of the entire protective order, one plausible construction is that the “outside counsel” referenced in Paragraph 27 corresponds to or substitutes for the signing contractors referenced in paragraph 26. Such a construction means that “outside counsel” referred to in Paragraph 27 must also be attorneys of record. This does not, however, conclusively resolve the issue, and the court turns to the “balancing test” set out in Westlake Longview Corp. v. Eastman Chemical, No. 24-BC11B-0023, 2025 Tex. Bus. 19, 712 S.W.3d 103 (Bus. Ct. Tex. 11the Div. 2025) to settle the matter.
2. The Westlake test requires the court to weigh the risk of inadvertent disclosure or misuse against the need for access. On risk and misuse, the court found troubling some evidence that a BTG Advaya attorney had already discussed AEO-designated material with a corporate decision maker for one of the Unimacts plaintiffs (Zetwork), that BTG Advaya was simultaneously litigating a separate Indian lawsuit against one of Ayr’s principals, and that BTG Advaya’s attorneys, who were based in India, were beyond the court’s subpoena power. At to the question of  need for access, the court found Unimacts’s claim of prejudice vague and conclusory, noting that multiple competent attorneys of record were already actively litigating the case for Unimacts. Because the risk of disclosure was significant and the need for access nominal, the court denies BTG Advaya’s attorneys access to CI and AEO materials.