UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

PHILLIP NELSON BURNS, MIRJANA 

PAVKOVICH, Administrator of the Estate of 

Rade Pavkovich, Deceased, and WARREN 

ELMER HALPAP, 

 Plaintiffs, 

-againstGRUPO MÉXICO, S.A. de C.V., a Mexican 

Corporation, 

Defendant. 

Case No. 1:07-CV-3496 (WHP) 

ASARCO AND SOUTHERN PERU HOLDINGS’ REPLY IN SUPPORT OF THEIR 

MOTIONS TO SUBSTITUTE PARTIES AND TRANSFER VENUE

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 1 of 13
SUMMARY OF ISSUES

Before the Court are the following issues: 

1. Was the removal of the fraudulent transfer claims asserted against Grupo México, S.A. de 

C.V. (“Grupo”) in the State Court Action1

 proper, and is substitution of ASARCO and 

Southern Peru Holdings as plaintiffs with respect to the removed claims warranted?; 

2. Should the removed claims, which constitute an adversary proceeding in connection with 

ASARCO and Southern Peru Holdings’ jointly administered bankruptcy cases, be 

transferred to the District Court in which a related case on identical facts is pending 

against Grupo’s wholly owned subsidiary Americas Mining Corporation (“AMC”)?2

The answer to both questions is an unqualified “yes.” 

ARGUMENT AND AUTHORITIES

I. Removal Was Proper and Substitution is Warranted

In their Amended Notice of Removal, ASARCO LLC (“ASARCO”) and Southern Peru 

Holdings, LLC (“Southern Peru Holdings”) properly removed under 28 U.S.C. § 1452 only the 

fraudulent transfer claims asserted in Plaintiffs’ first, second, third, fourth, and seventh claims 

for relief relating to Grupo’s involvement in the SPCC Transaction (the “Removed Claims”).3 

(Am. Notice of Removal (Dkt. #16)). Section 1452 permits a party (not just a defendant) to 

remove claims that arise under the Bankruptcy Code or relate to a bankruptcy case. 

28 U.S.C. § 1452. Removal was proper because the Removed Claims arise under title 11 and 

relate to ASARCO’s and Southern Peru Holdings’ bankruptcy cases. See Rahl v. Bande, 316 

 

1

 Phillip Nelson Burns et al. vs. Grupo México S.A. de C.V. et al., Index No. 

0114728/2004, in the Supreme Court of the State of New York, County of New York. 

2

 The Court has also been called upon to decide whether Grupo was properly served in the 

State Court Action and whether Grupo is subject to personal jurisdiction in this Court. As 

explained in ASARCO and Southern Peru Holdings’ Response in Opposition to Grupo Mexico’s 

Motion to Remand or Dismiss (Dkt. #33), the answers to these questions are also “yes.” 

3

 Undefined capitalized terms have the meaning ascribed to them in previous filings. 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 2 of 13
2 

B.R. 127, 131-32 (S.D.N.Y. 2004). Such fraudulent transfer claims are automatically stayed 

upon the filing of a bankruptcy petition, and § 544 of the Bankruptcy Code grants a trustee or 

debtor in possession the exclusive authority to continue to pursue those claims either in state or 

federal court.4

 Avoiding the SPCC Transaction and recovering the fraudulently transferred 

SPCC shares or their multi-billion-dollar value will dramatically affect the ASARCO bankruptcy 

estate.5

For similar reasons, substitution is appropriate. Under the Bankruptcy Rules, the 

Removed Claims now constitute an adversary proceeding relating to ASARCO’s and Southern 

Peru Holdings’ jointly administered bankruptcy cases. See Fed. R. Bankr. P. 7001(10). 

Substitution is warranted because ASARCO and Southern Peru Holdings, as debtors in 

possession, have the exclusive authority to pursue the Removed Claims. See 11 U.S.C. §§ 541 & 

544(b). Recognizing this fact, Plaintiffs do not oppose removal or substitution. 

That ASARCO was not a named party in the State Court Action, or that Southern Peru 

Holdings was originally a named defendant and is now in the posture of a plaintiff, does not 

render the removal improper or substitution inappropriate. Case law supports the removal of a 

state-court action by a debtor in possession that is not a named party in the action because the 

debtor in possession is the real party in interest.6

 

4

 See 11 U.S.C. §§ 362(a) & 544(b); United Feature Syndicate, Inc. v. Miller Features 

Syndicate, Inc., 216 F. Supp. 2d 198, 222 (S.D.N.Y. 2002); FDIC v. Hirsch (In re Colonial 

Realty Co.), 980 F.2d 125, 130–32 (2d Cir. 1992); See also Certain Underwriters at Lloyd’s, 

London v. ABB Lummus Global, Inc., No. 03 Civ. 7248(JGK), 2004 WL 224505, at *4 

(S.D.N.Y. Feb. 5, 2004). 

5

 Even Grupo/AMC has admitted that the shares are worth “8 billion plus” dollars (Luc 

Despins, counsel for AMC there and Grupo here, Ex. 1, at 38:2-8 (June 6, 2007)). 

6 See, e.g., Hughes-Bechtol, Inc. v. Air Enters., Inc. (In re Hughes-Bechtol, Inc.), 107 B.R. 

552, 558 (Bankr. S.D. Ohio 1989); Aetna Cas. & Surety Co. v. Dauria (Matter of Pine Assocs.), 

40 B.R. 683, 686 (Bankr. D. Conn. 1984); Parenteau v. Bellucci (In re Bellucci), 9 B.R. 887, 889 

(Bankr. D. Mass. 1981); see also Frankford Trust Co. v. Allanoff (In re Dublin Props.), 20 B.R. 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 3 of 13
3 

Grupo also mistakenly argues that because ASARCO did not directly hold the SPCC 

shares at the time of the SPCC Transaction, it lacks standing to remove the fraudulent transfer 

claims. ASARCO has standing to set aside the fraudulent transfer of its interest in SPCC to 

AMC even though at the time of the transfer ASARCO held its shares in SPCC through its 

wholly owned subsidiary, Southern Peru Holdings. At a trial on the merits, the court may pierce 

Southern Peru Holdings’ corporate veil. Thus, ASARCO has the requisite standing for the 

purpose of avoiding and recovering the fraudulent transfer of the SPCC stock under 

11 U.S.C. §§ 544(b) and 550(a). Smith v. Richels (In re Richels), 163 B.R. 760, 763 (Bankr. 

E.D. Va. 1994). At least 11 courts have recognized that a shareholder may reach the property of 

its subsidiary where recognition of the corporate form would result in substantial unfairness and 

injustice to the shareholder’s creditors.7

 

616, 621 (Bankr. D. Pa. 1982), rev’d in part on other grounds, 29 B.R. 401 (E.D. Pa. 1983); 

Cincinnati Milacron Mktng. Co. v. Ramirez (In re Wesco Prods. Co.), 19 B.R. 908, 910 (Bankr. 

N.D. Ill. 1992). 

7 See Fleet Credit Corp. v. TML Bus Sales, Inc., 65 F.3d 119, 121-22 (9th Cir. 1995) 

(noting that for debtor’s creditors to avoid transfer made by debtor’s wholly owned corporation, 

“they had to penetrate two layers of fraud, the alter ego corporation, and the fraudulent 

conveyance”); Hovis v. United Screen Printers, Inc. (In re Elkay), 167 B.R. 404, 410 (D.S.C. 

1994) (holding that trustee or debtor in possession could assert a reverse veil piercing claim to 

recover a transfer made by the debtor’s subsidiary); Slone v. Brennan (In re Fisher), 362 B.R. 

871, 882 (S.D. Ohio 2007) (affirming bankruptcy court’s decision to pierce the corporate veil in 

an adversary proceeding seeking to avoid a transfer made by a debtor’s wholly owned 

corporation); Lindquist v. JNG Corp. (In re Lindell), 334 B.R. 249, 253 (Bankr. D. Minn. 2005) 

(holding that corporate veil could be pierced for purpose of avoiding sale of promissory note by 

debtors’ wholly owned corporation); Richels, 163 B.R. at 763-64 (holding that estate had 

standing to bring reverse piercing claim to avoid transfer of stock by debtor’s subsidiary); see 

also Mass v. Bell Atl. Tricon Leasing Corp. (In re Mass), 178 B.R. 626, 630-31 (M.D. Pa. 1995); 

Kendall v. Turner (In re Turner), 335 B.R. 140, 147 (Bankr. N.D. Cal. 2005); In re Foxmeyer 

Corp., 290 B.R. 229, 234 (Bankr. D. Del. 2003); In re Altman, 230 B.R. 6, 11–16 (Bankr. D. 

Conn. 1999); Sec. Investor Prot. Corp. v. Stratton Oakmont, Inc., 234 B.R. 293, 319-26 (Bankr. 

S.D.N.Y. 1999); Halverson v. Shuster (In re Schuster), 132 B.R. 604, 611-12 (Bankr. D. Minn. 

1991). 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 4 of 13
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This Court need not reach a decision on the merits of ASARCO’s veil-piercing claim in 

order to find that removal and substitution are proper. The presence of a federal question on the 

face of the amended notice of removal and the complaint is enough to establish that removal was 

proper. In re Methyl Tertiary Butyl Ether (“MTBE”) Prods. Liability Litig., 488 F.3d 112 (2d 

Cir. 2007) (looking to jurisdictional facts alleged in notices of removal to determine whether 

jurisdiction was proper under 28 U.S.C. § 1452).8 As the removing parties, ASARCO and 

Southern Peru Holdings have shown that the Removed Claims relate to their bankruptcy cases 

and therefore present a federal question. 

Ignoring the obvious federal question, Grupo turns to the merits of ASARCO’s veilpiercing claim. Grupo hopes to have two bites at the apple by using the removal proceedings to 

address the merits of the veil-piercing issue, after its counsel briefed and argued the same issue 

now under submission to Judge Hanen in Brownsville as part of AMC’s motion to dismiss. By 

having two courts consider the issue at once, Grupo apparently hopes to increase its chances of 

obtaining a ruling that it could use to end all litigation concerning the fraudulent transfer of the 

SPCC shares. However, Grupo’s arguments on the merits are premature. See Stan Winston 

Creatures, Inc. v. Toys "R'' Us, Inc. 314 F. Supp. 2d 177, 182 (S.D.N.Y. 2003). Removal 

proceedings are not the “occasion to adjudicate the substantive issues of a case.” See id. The 

Court should find that federal question jurisdiction exists and transfer the claims against Grupo 

to Judge Hanen for decision on the merits. But if the Court chooses to address the substantive 

 

8

 Studebaker-Worthington Leasing Corp. v. Michael Rachlin & Co., LLC, 357 F. Supp. 2d 

529, 535 (E.D.N.Y. 2004) (applying well-pleaded complaint rule to bankruptcy jurisdiction 

under 28 U.S.C. § 1334); Foxmeyer Health Corp. v. McKesson Corp. (In re Foxmeyer Corp.), 

230 B.R. 791, 795 (Bankr. N.D. Tex. 1998) (stating, in the context of § 1452, that “assertion of 

federal question removal jurisdiction will rise or fall on the allegations in the well-pleaded 

complaint, that is, on whether there appears on the face of the complaint some substantial, 

disputed question of federal law”). 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 5 of 13
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issues Grupo raises, it should find that ASARCO’s assertions are supported both by the law and 

the facts. 

In support of its standing argument, Grupo relies on the unpublished opinion in In re 

Southmark, No. 95-10849 (5th Cir. July 26, 1996). The Court should not follow Southmark for 

three reasons. First, the Southmark opinion itself states that it is not binding precedent except 

under limited exceptions not applicable here. Id. at 1 n.1. 

Second, the Southmark decision is expressly limited to the facts of that case and has been 

distinguished on that basis by a published Fifth Circuit opinion. In Schimmelpenninck v. Byrne 

(Matter of Schimmelpenninck), 183 F.3d 347 (5th Cir. 1999), the Fifth Circuit recognized that the 

Southmark panel “forbade Southmark’s piercing its own corporate veil because the ‘particular 

use of reverse piercing’ did not further any equitable concerns.” Schimmelpenninck, 183 F.3d at 

357 n.22 (quoting Southmark, at 15). The Fifth Circuit also acknowledged that the Southmark

panel specifically noted: “‘We do not hold that a shareholder could never use the reverse 

piercing doctrine under any circumstances.’” Schimmelpenninck, 183 F.3d at 357 n.22 (quoting 

Southmark, at 16). 

Third, Southmark is different. In Southmark, the party seeking to disregard the corporate 

form was the very party that abused that form in the first place. In this case, Grupo and its 

wholly owned subsidiary, AMC, were the parties that abused the corporate form by using 

Southern Peru Holdings to carry out a fraudulent transfer. In Southmark, the fraudulent transfer 

was to an independent third party with no control over either the transferor or the debtor. In this 

case, the transfer was to one insider (AMC) for the benefit of another insider (Grupo), which 

controlled both the transferor (Southern Peru Holdings) and the debtor (ASARCO). 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 6 of 13
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It would be inequitable to allow Grupo to use Southern Peru Holdings’ corporate form to 

defend against fraudulent transfer claims when it created that corporate structure and used it to 

carry out the fraudulent transfer for its own benefit. See Schuster, 132 B.R. at 612. Unlike in 

Southmark, applying the equitable remedy of reverse veil piercing under these circumstances 

would serve, rather than disserve, its purpose, “which is to prevent use of the corporate entity as 

a cloak for fraud or illegality or to work an injustice.” Southmark, at 16. 

Grupo is wrong that ASARCO’s pre-petition “unclean hands” bar it from piercing 

Southern Peru Holdings’ corporate veil. ASARCO, as debtor in possession, does not seek to 

pierce Southern Peru Holdings’ corporate veil for its own benefit but, rather, for the benefit of its 

innocent creditors. ASARCO’s creditors “should not be tarred with the brush of any pre-filing 

corporate abuses or wrongdoings by [ASARCO], its officers, or directors.” Schimmelpenninck, 

183 F.3d at 358 n.23.9

Grupo would further confuse the standing issue by stating that ASARCO is seeking 

substantive consolidation, which occurs when a bankruptcy court consolidates the assets and 

liabilities of different legal entities and deals with them as if the assets were held by and the 

liabilities were owed by a single legal entity. Substantive consolidation is not “a concept 

conceptually indistinguishable from piercing the corporate veil,” as Grupo contests. (See Grupo 

Opp. to ASARCO’s Transf. Mot. at 12). To the contrary, courts and the leading treatise on 

 

9 Fisher, 362 B.R. at 882 (rejecting argument that reverse veil piercing “is to be used 

against a shareholder who uses the corporation as his or her alter ego and not by such an 

individual”); Sec. Investor Prot. Corp. v. Stratton Oakmont, Inc., 234 B.R. at 320 (making “short 

shrift” of argument that debtor’s unclean hands prevented trustee from asserting reverse veil 

piercing claim “because the Trustee [did] not seek to pierce the corporate veil . . . for the benefit 

of [the debtor] or its shareholders, but, rather, for the benefit of the debtor’s unsecured 

creditors.”); Schuster, 132 B.R. 609 n.6 (stating “the Bankruptcy Code recognizes the estate’s 

freedom to pursue its remedies, unfettered by the knowledge and past acts of its debtorpredecessor”).

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 7 of 13
7 

bankruptcy law have recognized that the federal bankruptcy law concept of substantive 

consolidation and the state law concept of piercing the corporate veil are distinct legal 

concepts.10 Because ASARCO has not sought substantive consolidation, Grupo’s argument 

regarding substantive consolidation is irrelevant. 

Likewise, Grupo’s novel argument that ASARCO is judicially estopped from pursuing 

the removed claims is a red herring. ASARCO, as debtor in possession, has never represented to 

this Court that Southern Peru Holdings is not its alter ego. Judicial estoppel is simply not 

applicable in this case. As one court explained, “[t]he doctrine of judicial estoppel prevents a 

party from asserting a position in a legal proceeding that is contrary to a position previously 

taken in the same or earlier proceeding.” Karaha Bodas Co. v. Pertambangan Minyak Dan Gas 

Bumi Negara, 364 F.3d 274, 293-94 (5th Cir. 2004). 

Assertions by ASARCO management in connection with the SPCC Transaction made 

two years before ASARCO’s bankruptcy when the company was under the total control of AMC 

and Grupo cannot be used now to prevent a debtor in possession from pursuing the avoidance 

and recovery of assets on behalf of its creditors from those same controlling companies.11 Many 

courts have held that this separate identity precludes a finding of res judicata or collateral 

estoppel, because the party sought to be precluded from litigating an issue in the second 

proceeding (usually the trustee or debtor in possession) was not the same party—and did not 

represent the same interests—as the debtor who was a party to the prior proceeding.12

 

10 In re Bonham, 226 B.R. 56, 76 89 (Bankr. D. Alaska. 1998); Helena Chem. Co. v. Circle 

Land & Cattle Corp. (In re Circle Land & Cattle Corp.), 213 B.R. 870, 876 (Bankr. D. Kan. 

1997); Collier on Bankruptcy ¶ 105.09[2][c] (acknowledging that “courts have not ordered 

substantive consolidation in cases in which the only grounds present were those that would have 

supported piercing the corporate veil”). 

11 See id.; In re Wiggs, 87 B.R. 57, 58 (N.D. Ill. 1988). 

12 See Ingalls v. Erlewine (Matter of Erlewine), 349 F.3d 205, 210 (5th Cir. 2003); Coleman 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 8 of 13
8 

Finally, whether removal and substitution would destroy diversity of parties is irrelevant. 

A party seeking removal need not show both diversity of parties and a federal question, which 

are independent bases for removal. See 28 U.S.C.§ 1441(b). The basis for the exercise of 

subject matter jurisdiction either by this Court or the Southern District of Texas is the presence 

of a federal question, not the diversity of the parties. See Gen. Am. Commc’ns Corp. v. Landsell

(In re Gen. Am. Commc’ns Corp.), 130 B.R. 136, 159-60 (S.D.N.Y. 1991).

In any event, Grupo is mistaken that ASARCO and Southern Peru Holdings removed 

claims against defendants in the State Court Action other than Grupo. The Amended Notice of 

Removal makes clear that ASARCO and Southern Peru Holdings removed only the fraudulent 

transfer claims asserted against Grupo that pertain to the SPCC Transaction. (See Am. Notice of 

Removal (Dkt. #16)). See also Northwood Flavors Co., Inc. v. Dollar Bank (In re Northwood 

Flavors, Inc.), 202 B.R. 63, 67 (Bankr. W.D. Pa. 1996) (examining notice of removal to see 

which claims were removed under § 1452). 

Section 1452 permits a party to remove only some of the claims or causes of action in a 

lawsuit and to leave the remainder for litigation in the other forum.13 Courts have adopted “the 

claim preclusion definition of ‘claim’ to determine exactly what a party may remove under 

[§ 1452].” Orion Ref. Co. v. Fluor Enter., Inc., 319 B.R. 480, 486 (E.D. La. 2004) (citing S. 

Elizabeth Gibson, Removal of Claims Related to Bankruptcy Cases: What is a "Claim or Cause 

 

v. Alcock, 272 F.2d 618, 621-22 (5th Cir. 1959) (noting that while the trustee or debtor in 

possession is a successor to a bankrupt, he acts as a general representative of the creditors and 

should not be bound by prior state court proceeding); Corzin v Fordu (In re Fordu), 201 F.3d 

693, 705-06 (6th Cir. 1999) (preclusion principles do not bar trustee or debtor in possession’s 

fraudulent transfer claims); Webster v. Hope (In re Hope), 231 B.R. 403, 422-23 (Bankr. D. Col. 

1999). 

13 See Id. (“[R]emoval under [§ 1452] is not an all-or-nothing proposition. Section 1452 

permits a party to remove only some of the claims or causes of action and to leave the remainder 

for litigation in the other forum.” (emphasis in original)); see also Princess Louise Corp. v. Pac. 

Lighting Leasing Co. (In re Princess Louise Corp.), 77 B.R. 766, 771 (Bankr. C.D. Cal. 1987). 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 9 of 13
9 

of Action"?, 34 UCLA L. Rev. 1 (1986)). For claim preclusion purposes, authorities uniformly 

agree that in a multi-defendant lawsuit, a plaintiff has a separate claim against each potential 

defendant, even if the allegations against the defendants arise out of the same transaction. Id. 

Under the reasoning in Orion Refining, “removal under Section 1452 is claim-specific and partyspecific.” Id.; see also Brateman v. Brateman Bros., Inc. (In re Brateman Bros., Inc.), 135 B.R. 

853, 854-55 (Bankr. N.D. Ind. 1991). Thus, ASARCO is entitled to remove only those claims 

against Grupo that pertain to the SPCC Transaction. Other defendants need not be removed, nor 

is removal of other claims against Grupo required. 

II. The Removed Claims Should Be Transferred to the Southern District of Texas

The Court should transfer the Removed Claims to the Southern District of Texas pursuant 

to Bankruptcy Rule 7087 and 28 U.S.C. § 1412 because transfer is in the interest of justice and 

would further the convenience of the parties.14

ASARCO and Southern Peru Holdings should not be forced to try identical fraudulent 

transfer claims against a parent corporation and its wholly owned subsidiary twice in different 

districts halfway across the country from one another. Rather, ASARCO and Southern Peru 

Holdings should be able to try their fraudulent transfer claims against Grupo and AMC once in 

their chosen forum—the Southern District of Texas, where their bankruptcy cases are pending.15

 

14 Bankruptcy Rule 7087 provides, in pertinent part: “[T]he court may transfer an adversary 

proceeding or any part thereof to another district pursuant to 28 U.S.C. § 1412.” Fed. R. Bankr. 

P. 7087. Section 1412, in turn, provides: “A district court may transfer a case or proceeding 

under title 11 to a district court for another district, in the interest of justice or for the 

convenience of the parties.” 28 U.S.C. § 1412. Accordingly, the Court need not consider 

whether the cause of action could have been brought in the transferee court. Unlike § 1404, 

§ 1412 contains no such limiting language. 

15 Gulf States Exploration Co. v. Manville Forest Prods. Co. (In re Manville Forest Prod. 

Co.), 896 F.2d 1384, 1391 (2d Cir. 1990); Official Comm. of Asbestos Claimants of G-I Holding, 

Inc. v. Heyman, 306 B.R. 746, 750 (S.D.N.Y. 2004); see also Enron Corp. v. Arora (In re 

Enron), 317 B.R. 629, 647 (Bankr. S.D.N.Y. 2004). One case relied upon by Grupo in its 

Response—Muller v. Walt Disney Productions, 822 F. Supp. 1033 (S.D.N.Y. 1993)—is 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 10 of 13
10 

Transfer would not merely shift inconvenience from one party to another, as Grupo 

suggests. Instead, transfer is warranted because it would promote judicial economy and the 

economic and efficient administration of the debtors’ bankruptcy estates. Grupo does not—and 

cannot—challenge the fact that transfer would prevent duplicative discovery, eliminate the 

possibility of conflicting pretrial rulings, and conserve the time of the parties and the judiciary. 

Grupo provides no reason why this Court and the Southern District of Texas should both address 

the same pre-trial disputes and each preside over a trial on the merits regarding a single 

fraudulent transfer. 

CONCLUSION

ASARCO and Southern Peru Holdings respectfully request that the Court find that 

removal was proper and grant the motions to substitute parties and transfer venue to the United 

States District Court for the Southern District of Texas. 

 

inapposite. Muller involved contract claims brought by two different parties stemming from two 

different contracts. Id. at 1038. The two cases were only “related to some degree.” Id. at 1037. 

In contrast, the fraudulent transfer claims against Grupo and AMC are nearly identical.

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 11 of 13
11 

Dated: July 16, 2007 Respectfully submitted, 

BAKER BOTTS L.L.P.

/s/ G. Irvin Terrell, Jr. 

G. Irvin Terrell, Jr. (GT-3459) 

Attorney-in-Charge 

Texas State Bar No. 19794500 

Samuel Cooper 

Texas State Bar No. 00792427 

Michael Massengale 

Texas State Bar No. 24003704 

Rebeca Huddle 

Texas State Bar No. 24012197 

910 Louisiana Street 

One Shell Plaza 

Houston, Texas 77002-4995 

Telephone: 713.229.1231 

Facsimile: 713.229.2831 

Email: irv.terrell@bakerbotts.com 

 samuel.cooper@bakerbotts.com 

 michael.massengale@bakerbotts.com 

 rebeca.huddle@bakerbotts.com 

-andBAKER BOTTS L.L.P.

Jack L. Kinzie 

Texas State Bar No. 11492130 

Fernando Rodriguez 

Texas State Bar No. 24005048 

Eric A. Söderlund 

Texas State Bar No. 24037525 

Thomas E. O’Brien 

Texas State Bar No. 24046543 

2001 Ross Avenue 

Dallas, Texas 75201-2980 

Telephone: 214.953.6500 

Facsimile: 214.661.6503 

Email: jack.kinzie@bakerbotts.com

 fernando.rodriguez@bakerbotts.com

 eric.soderlund@bakerbotts.com 

tom.obrien@bakerbotts.com

JORDAN, HYDEN, WOMBLE

CULBRETH & HOLZER, P.C.

Shelby A. Jordan 

Texas State Bar No. 11016700 

Suite 900, Bank of America 

500 North Shoreline 

Corpus Christi, Texas 78471 

Telephone: 361.884.5678 

Facsimile: 361.888.5555 

Email: sjordan@jhwclaw.com 

-andJORDAN, HYDEN, WOMBLE

CULBRETH & HOLZER, P.C.

Michael J. Urbis

Texas State Bar No. 20414130 

1534 E. 6th Street, Suite 104 

Brownsville, Texas 78520 

Telephone: 956.542.1161 

Facsimile: 956.542.0051 

Email: murbis@jhwclaw.com

COUNSEL TO ASARCO LLC AND SOUTHERN

PERU HOLDINGS, LLC 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 12 of 13
CERTIFICATE OF SERVICE

I certify that on July 16, 2007, the foregoing document was served via overnight delivery

service and email on the following counsel: 

BARON & BUDD 

Alan B. Rich, Esq.

The Centrum, Suite 1100 

3102 Oak Lawn Avenue 

Dallas, Texas 75219 

(214) 521-3605 

(214) 520-1181 (facsimile) 

arich@baronbudd.com 

ATTORNEYS FOR PLAINTIFFS 

PHILLIP NELSON BURNS, 

MIRJANA PAVKOVICH,

and WARREN ELMER HALPAP 

MILBANK, TWEED, HADLEY & McCLOY LLP 

David R. Gelfand, Esq.

1 Chase Manhattan Plaza 

New York, New York 10005 

(212) 530-5000 

(212) 530-5219 (facsimile) 

dgelfand@milbank.com 

MILBANK, TWEED, HADLEY & McCLOY LLP 

David S. Cohen 

1850 K Street, NW 

Suite 1100 

Washington, D.C. 20006 

(202) 835-7500 

(202) 835-7586 (facsimile) 

dcohen2@milbank.com 

ATTORNEYS FOR DEFENDANT 

GRUPO MÉXICO, S.A. de C.V.

/s/ G. Irvin Terrell, Jr. 

 G. Irvin Terrell, Jr. (GT-3459) 

Case 1:07-cv-03496-WHP Document 38 Filed 07/16/2007 Page 13 of 13