Unimacts Global v. Ayr Energy, 2026 Tex. Bus. 60 (11th Div.) (mem. op.)

2026 Tex. Bus. 60
The Business Court of Texas,
Eleventh Division
UNIMACTS GLOBAL, LLC,
ZETWERK MANUFACTURING US
INC., and ZETWERK
MANUFACTURING BUSINESS
PRIVATE LIMITED,
Plaintiffs,
v.
AYR ENERGY INC.,
Defendant.
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Cause No. 25-BC11A-0083
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MEMORANDUM OPINION
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¶1 	On July 29, 2026, the court held a hearing on a discovery dispute between
the parties. The question presented was whether attorneys from an India-based law firm—
BTG 	Advaya—should 	be 	permitted 	to 	review 	discovery 	materials 	designated 	as
“Confidential” and “Attorney’s Eyes Only.” The court ruled that BTG Advaya’s attorneys
are not permitted to review such designated materials. This opinion explains the reasons
for the court’s ruling.
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
8/17/2026

A. Background
¶2 	The underlying lawsuit involves opposing claims for misappropriation of
trade secrets. The parties are rival companies involved in the manufacturing and sale of
transformers. The Plaintiffs/Counter-Defendants are Unimacts Global, LLC; Zetworks
Manufacturing USA, Inc.; and Zetwerk Manufacturing Businesses Limited (hereinafter,
“Plaintiffs”). 	The 	Defendant/Counter-Plaintiff 	is 	Ayr 	Energy 	Inc. 	(hereinafter,
“Defendant”).
¶3 	On March 18, 2026, the court signed a protective order that creates two
categories of protected discovery material—Confidential Information (CI) and Attorney’s
Eyes Only (AEO) information. During discovery, a dispute arose about whether it was
permissible for Plaintiffs’ attorneys of record to disseminate Defendant’s protected
discovery materials to attorneys working at BTG Advaya, an India-based law firm that
represents Plaintiffs in litigation matters. BTG Advaya attorneys are not counsel of record
in this lawsuit.
¶4 	The parties filed letter briefs and submitted affidavits in support of their
respective positions, and the court set the matter for hearing. At the hearing, Plaintiffs
urged the court to allow dissemination of the protected discovery materials to BTG
Advaya’s attorneys based on the plain language of the protective order. On the other hand,
Defendant urged the court to deny access to BTG Advaya’s attorneys based on the
balancing test typically used when issuing or modifying protective orders in trade secret
cases. After the hearing, the court issued an order ruling that Plaintiffs’ counsel of record
are not permitted to share CI and AEO discovery materials with BTG Advaya’s attorneys.

B. Analysis
1. 	The Purpose of Protective Orders in Trade Secret Cases
¶5 	In Texas, trial courts are obligated to preserve the secrecy of alleged trade
secrets by reasonable means. In re K & L Auto Crushers, LLC, 627 S.W.3d 239, 256 (Tex.
2021) (orig. proceeding). Section 134A.006 of the Texas Uniform Trade Secrets Act
authorizes a trial court to issue protective orders in lawsuits involving trade secrets. TEX .
CIV . PRAC. & REM . C ODE § 134A.006(a) (“There is a presumption in favor of granting
protective orders to preserve the secrecy of trade secrets.”). As a trade secret lawsuit
progresses, the trial court has an ongoing obligation to preserve the secrecy of trade secrets.
Id. § 134A.006(b) (“At any stage of the action, the court may exclude a party and the
party’s representative or limit a party’s access to the alleged trade secret of another
party.”).
¶6 	Typically, when deciding whether to issue a protective order limiting access
to trade secret, proprietary, financial, sensitive, or other highly confidential discovery
materials, courts weigh the risks of inadvertent disclosure or misuse against the potential
that barring access will impair a party’s ability to prosecute or defend its claims. ST Sales
Tech Holdings, LLC v. Daimler Chrysler Co., LLC, No. 6:07-CV-346, 2008 WL 5634214,
at *2 (E.D. Tex. Mar. 14, 2008). In weighing these factors, courts consider the factual
circumstances 	surrounding 	each 	individual 	attorney’s 	activities, 	association, 	and
relationship with a party. Id.; accord U.S. Steel Corp. v. U.S., 730 F.2d 1465, 1468 (Fed.
Cir. 1985) (noting existence of unacceptable risk of inadvertent disclosure is determined
by facts on “counsel-by-counsel” basis). Among the factors courts take into account are:

(1) whether the individual attorney receiving confidential information is involved in the
company’s competitive decision-making; (2) the level of risk of inadvertent disclosure; and
(3) the hardship imposed by restricting disclosure. ST Sales Tech, 2008 WL 5634214, at
*2. The weighing of these factors guides the court in deciding if a particular attorney’s
access to trade secret, proprietary, financial, sensitive, or other highly confidential
information creates an unacceptable opportunity for inadvertent disclosure. Id.
¶7 	In deciding to limit an attorney’s access to trade secret or other highly
confidential materials, 	courts often distinguish between “in-house” 	and “outside”
counsel. See SafeLease Ins. Servs. LLC v. Storable, Inc., No. 25-BC03A-0001, 2025 Tex.
Bus. 28, ¶41, 2025 WL 2018465, at *11 (3rd Div. 2025); Westlake Longview Corp. v.
Eastman Chem. Co., No. 24-BC11B-0023, 2025 Tex. Bus. 19, ¶ 14-20, 712 S.W.3d 103,
110-13 (11th Div. 2025). In deciding whether to limit in-house counsel’s access to such
information, courts have focused on: (1) the attorney’s actual (not nominal) role in the
company’s affairs; (2) the attorney’s relationship with individuals in the corporate
hierarchy; (3) the attorney’s role in advising the company’s business leaders on litigation
strategies in similar cases; and (4) any other factor that increases the risk of inadvertent
disclosure. Westlake, 2025 Tex. Bus. 19, ¶ 16-17, 712 S.W.3d at 110-112. “If in-house
counsel’s knowledge of confidential information could put her in the ‘untenable position’
of choosing between providing legal advice to her client and abiding by the court’s
protective order, she should not have access to such information.” Ecolab, Inc. v. IBA, Inc.,
No. 22-CV-479, 2024 WL 3650464, at *2 (D. Minn. 2024).
2. 	The Protective Order Entered in this Lawsuit

¶8 	The protective order entered in this case creates two tiers of protected
materials—Confidential Information (CI) and Attorney’s Eyes Only (AEO) materials. See
Blanchard and Co., Inc. v. Barrick Gold Corp., No. 02-3271, 2004 WL 737485, at *8 (E.D.
La. 2004) (noting “dual tier designation . . . restrictions are commonplace where parties
are competitors”); see also Westlake, 2025 Tex. Bus. 19, ¶ 7, 712 S.W.3d at 107
(acknowledging 	purpose 	of 	AEO 	designations 	is 	to 	prevent 	parties 	from 	viewing
commercially sensitive information while nevertheless permitting their attorneys to
litigate 	based 	on 	such 	information). 	The 	protective 	order 	defines 	CI 	material 	as
“information that a [p]roducing [p]arty determines in good faith is a trade secret or reveals
confidential, proprietary, sensitive, financial or other information.” See Protective Order,
¶ 6. Additionally, the protective order defines AEO material as any “CI that a [p]roducing
[p]arty in good faith determines is especially sensitive and entitled to highly confidential
treatment.” See Protective Order, ¶ 7.
¶9 	The protective order entered in this case allows “Limited Disclosure” of CI,
expressly stating the categories of individuals permitted to access these materials. It also
allows for “More Limited Disclosure” of AEO materials, expressly stating the categories
of individuals permitted to access these more highly confidential materials. See Westlake,
2025 Tex. Bus. 19, ¶6, 712 S.W.3d at 106 (stating “key difference” between CI and AEO
designations is that AEO information may not be shared with parties, including their in-
house counsel).
¶10 	Paragraph 26 of the protective order grants access of first tier CI materials
to: “Attorneys working on this Lawsuit on a Party’s behalf and those attorneys’ employees,

agents, and signing contractors who provide assistance in this lawsuit.” Paragraph 27
grants access of second tier AEO materials to: “Outside Counsel Working on this Lawsuit
on a Party’s behalf and those attorneys’ employees and agents assisting Outside Counsel
in this Lawsuit.”
¶11 	Practically speaking, Paragraph 27 “tightens the circle” of those who may
have access to highly confidential discovery materials by further narrowing the categories
of individuals who have access to them.
¶12 	Plaintiffs argue the instant dispute about access by BTG Advaya attorneys is
resolved by construing the plain language of the protective order. According to Plaintiffs,
Paragraph 27’s “Outside Counsel Working on this Lawsuit” means any and all outside
attorneys working on this case, regardless of whether they are counsel of record. To support
this argument, Plaintiffs point out that Paragraph 27 does not use the terms “attorneys of
record” or “counsel making an appearance.”
¶13 	In effect, Plaintiffs argue that because BTG Advaya’s attorneys are not in-
house counsel and because they are working on this lawsuit, they should necessarily have
access to the trade secret and highly sensitive discovery materials produced by the
Defendant.
¶14 	However, the court concludes the plain language of the protective order is
not definitive on this point.
¶15 	The same rules of construction apply in ascertaining the meaning of orders as
in ascertaining the meaning of other written instruments. Treadway v. Shanks, 110 S.W.3d
1, 6 (Tex. App.—Dallas 2000), aff’d, 110 S.W.3d 444 (Tex. 2003) “[C]ourts should

examine and consider the entire writing in an effort to harmonize and give effect to all the
provisions of the [order] so that none will be rendered meaningless.” Valence Operating Co.
v. Dorsett, 164 S.W.3d 656, 662 (Tex. 2005). Courts do not read provisions of a written
instrument in isolation; rather, they consider them with reference to the whole. See In re
Ford Motor Co., 211 S.W.3d 295, 298 (Tex. 2006) (orig. proceeding).
¶16 	Contrary to Plaintiffs’ argument, the protective order is not entirely devoid
of any reference to counsel of record in this lawsuit. Paragraph 26 limits access to
“Attorneys Working on this Lawsuit on a Party’s behalf and those attorneys’ . . . signing
contractors.” (emphasis added). “Signing contractors” connotes “attorneys of record” or
“attorneys making an appearance in the lawsuit.”
¶17 	As previously stated, Paragraphs 26 and 27 are part of the protective order’s
overall scheme and, thus, they must be read together. Paragraph 27 narrows the scope of
individuals who are permitted access to highly confidential materials.
¶18 	When Paragraphs 26 and 27 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. See SafeLease, 2025 Tex. Bus. 28, ¶41, 2025 WL 2018465, at *11 (noting
“Outside Counsel’s Eyes Only” designation limited access to experts and attorneys of
record in the case). Such a construction means that the “Outside Counsel” referred to in
Paragraph 27 must also be attorneys of record in this lawsuit.
¶19 	After examining the protective order as a whole and considering all its
language in context, the court finds that its plain language does not resolve the instant

dispute. Because the protective order is not definitive, the court will apply the well-
established balancing test previously discussed in this opinion.
3. 	Applying the Balancing Test
¶20 	In Westlake, the business court employed a balancing test to determine
whether to grant in-house counsel access to AEO-designated material in a case involving a
business contract dispute.1 Under that test, the court balanced the risk that counsel would
inadvertently disclose the protected information or misuse it for competitive decision-
making against the need for counsel to have access to the information. Westlake, 2025 Tex.
Bus. 19, ¶14, 712 S.W.3d at 110. While the business court did not have any reason to
question the integrity and credibility of the counsel in question, it nevertheless determined
the risk of inadvertent disclosure of protected material still existed. Id. The court explained
that even if in-house counsel did not actually disclose the protected material, “they may
still unconsciously take it into account when providing legal advice on matters outside of
this litigation.” Id.
¶21 	In Ecolab, the federal court analyzed whether the parties’ protective order
should be modified to exclude the plaintiff’s in-house counsel from viewing certain
sensitive documents produced by the defendant in a trade-secret lawsuit. 2024 WL
3650464, at *1. The court recognized that when in-house counsel is involved in her
employer’s competitive decision-making to any degree, the risk of inadvertent disclosure
weighs against granting counsel access to such sensitive documents. Id. at *2. Even when
1The court considers Westlake, which is the only case cited in the protective order in this case, relevant
to the resolution of the instant dispute.

counsel is not directly involved in making decisions about pricing, sales, marketing, or
distribution, the information she gains as in-house counsel could influence her in advising
her client about whether, when, and who to sue. Id. at *2-3. The court expressed concern
about whether counsel in such a position “could adequately ‘lock up’ the confidential
information in her mind, safe from inadvertent disclosure.” Id. at *2.
¶22 	Following the guidance of Westlake and Ecolab, the court must weigh the risk
that the protected discovery information in this case will be inadvertently disclosed or
misused against the need for BTG Advaya’s attorneys to have access to this information.
See Westlake, 2025 Tex. Bus. 19, ¶14, 712 S.W.3d at 110; Ecolab, 2024 WL 3650464, at
*3; see also M-Edge Accessories LLC v. Amazon.com, Inc., No. MJG-11-3332, 2013 WL
12241898, at *3 (D. Md. 2013) (recognizing courts, when determining if certain
individuals should have access to highly confidential materials, must balance the risk of
inadvertent disclosure of trade secrets to competitors with risk that protection of trade
secrets will prejudice opposing party’s ability to prosecute or defend the action).
a. 	Risk of Inadvertent Disclosure or Misuse
¶23 	The risk of inadvertent disclosure or misuse is not determined solely by
considering the classification of counsel as in-house or retained. Ecolab, 2024 WL
3650464, at *2. Instead, the inquiry is made on a counsel-by-counsel basis. Id.
¶24 	Turning to the evidence, the record contains four declarations signed by BTG
Advaya attorneys. Each declaration states: (1) the declarant is an attorney associated with
the law firm BTG Advaya, which is located in India; (2) one of the law firm’s clients is a
Plaintiff in this lawsuit—Zetwerk Manufacturing Business Private Limited; and (3) the

declarant/attorney provides Zetwork “legal advice on litigation, including on this matter
against Ayr Energy, Inc.”
¶25 	Additionally, in one of the declarations, the declarant/attorney describes an
instance in which she mistakenly received AEO-designated information in this case and
discussed it with a corporate decision-maker, specifically, Zetwerk’s Director of Marketing
and Sales. This declarant/attorney further states she will not disclose or use any of the
previously seen AEO-designated information.
¶26 	The fact that a BTG Advaya attorney discussed AEO-designated materials
with a corporate decisionmaker for one of the Plaintiffs means that improper disclosure has
already occurred in this case. Accordingly, the risk that protected information will be
shared with Plaintiffs’ corporate decision makers is not theoretical.
¶27 	A past infraction by a BTG Advaya attorney may foreshadow inadvertent
disclosure and misuse by BTG Advaya’s attorneys in the future. At a minimum, the incident
demonstrates the inability of one of BTG Advaya’s attorneys to compartmentalize
protected information received in this case and shield it from a corporate decision maker.
¶28 	The evidence also shows that BTG Advaya’s attorneys are currently
prosecuting a separate case in India against one of Defendant’s principals and that BTG
Advaya’s attorneys are advising Plaintiffs on other litigation matters.
¶29 	BTG Advaya’s attorneys’ involvement in a separate lawsuit against one of
Defendant’s principals and in other litigation matters further increases the likelihood of
future inadvertent disclosure and misuse of protected information from this lawsuit.

¶30 	Based on the evidence, the court has serious concerns that BTG Advaya’s
attorneys will not be able to adequately “lock up” any confidential information in their
minds and keep it safe from any additional disclosure. See Ecolab, 2024 WL 3650464, at
*2.
¶31 	BTG Advaya’s attorneys are based in India, which is well beyond the
subpoena power and control of the court. This fact reduces the remedies the court could
implement in the event of future disclosure or misuse of protected information.
¶32 	The court finds that permitting access to protected discovery materials by
BTG Advaya’s attorneys creates a risk of inadvertent disclosure or misuse of those
protected materials.
b. 	Need for Access
¶33 	Plaintiffs contend that if BTG Advaya’s attorneys are denied access to the
protected discovery materials, Plaintiffs will be “deprived of the legal assistance they need
and chose to engage in understanding Texas law and its implications for an Indian
Company.” See Plaintiffs’ Letter, July 24, 2026, p.2.
¶34 	To establish the need for access to trade secret and other highly confidential
materials, the evidence must be specific and concrete; “vague, conclusory allegations” are
insufficient. Westlake, 2025 Tex. Bus. 19, ¶ 11-12, 712 S.W.3d at 109. “Typically, the party
must show that the denial of access will actually prejudice its presentation of the case,
rather than merely increase the difficulty of managing the litigation.” Westlake, 2025 Tex.
Bus. 19, ¶ 12, 712 S.W.3d at 109.

¶35 	Plaintiffs have not shown that denying BTG Advaya’s attorneys access to
protected materials will actually prejudice the presentation of their case. See id.
¶36 	Plaintiffs’ contention that barring access to BTG Advaya’s attorneys will
deprive them of legal assistance is unconvincing. Multiple attorneys have appeared in this
lawsuit on Plaintiffs’ behalf. These attorneys—who have filed pleadings, motions, and
responses, and have appeared at numerous hearings—are well-versed in Texas law and
highly competent. See ST Sales Tech, 2008 WL 5634214, at *8 (concluding that because
plaintiff was represented by other highly competent attorneys, screening off attorney from
certain highly sensitive information did not cause significant harm).
¶37 	The court finds Plaintiffs have not established a significant need for BTG
Advaya’s attorneys to have access to CI- and AEO-designated materials in this lawsuit.
C. Conclusion
¶38 	The court concludes that allowing BTG Advaya’s attorneys to have access to
CI- and AEO-designated materials presents a significant risk of inadvertent disclosure or
misuse that could harm Defendant. The court further concludes that the need for BTG
Advaya’s attorneys to have access to the protected discovery materials is nominal.
Accordingly, BTG Advaya’s attorneys are denied access to CI- and AEO-designated
materials produced by the Defendant in this lawsuit.
SO ORDERED.
MARIALYN BARNARD
Judge of the Texas Business Court
SIGNED ON: August 17, 2026

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Status
SENT
SENT
SENT
SENT
SENT
ERROR
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT

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The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Envelope ID: 118716962
Filing Code Description: No Fee Documents
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Status as of 8/17/2026 2:08 PM CST
Case Contacts
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SENT
SENT
SENT
SENT
SENT