Preview
2011-42744A / Court: 295
EXHIBIT
23John Berry
From: Samuel J. Blustein feblustein@hirschwest.com}
‘Sent: Friday, November 12, 2010 3.52 PM
To: jpulacki@owkpe. com’
Ge: “Stanley Thompson’ John Berry
Subject: 2010-11-12 - PrewitaGing Fue's - King Fuels, Ennis Shell WOV-HIRSCHWEST.F10260775)
Joe, #5 discussed, here is the email from John Berry, who represents the current operator of the
Ennis Shell store. Because King Fuels chose not to exereise its right to purchase the Ennis Shell
store, King Fuels lost out on the right to get a new fuel supply contract im place. This is what we
have discussed several times im the past when the Thompsons made good faith attempis to try 10
get King Fuels to purchase the Ennis Shell store afier the expiration of the asset purchase
agreement. On December 31, 2008, the existing fuel supply contract for the Ennis Shell store
expired and there is no existing fue! supply.
While there is an existing refiner agreement between King Fuels, Inc, and Shell Oil Company,
there is no fuel supply contract for this store. White the new operator would have to get Shell's
permission to change to a different She'l fucl supplier, which likely would not occur. there is
rothing stopping the new operator from re-branding the store.
King Evets is clearly tortuously interfering with a contract and business relationship between
Catapult Group. Inc. and the current operator of the Ennis Shell store. | hope that you will be
able 1o convince Zeki Niazi of this so that more problems may be avoided for ail concerned.
Thank you, Sam Blustein
From: John F, Berry [mailto:sfoerry@suddeninkmal. com]
‘Sent: Friday, November 12, 2010 3:08 PM
‘Tot Samuet 3. Blustein
‘Subject: FW: King Fuels, Ennis Sheil
FYI
ohn F, Bory. PC
Crase Bark Budding
100 indepernsonce Piace
Sue 400
Tyler. Texas 78703
‘Ter (903) 561-4200
Fax 1903} 61-8822
‘The following disctaimer is included to ansure nat we comply wit: U.S. Treasury Oepartment
Regulations The Regulations now sequrre that either we (1) micfude Ihe following disclaimer m most
written Federal tax corrospandence oF (2) underteke significant due diligence that we have not performed
(out can perform on request)
ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY
THE WRITER TO BE USED, AND NOTHING CONTAINED HEREIN CAN BE USED
BY YOU OR ANY OTHER PERSON, FOR THE PURPOSE OF (1) AVOIDING
PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL TAX LAW, or {2)
PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-
RELATED TRANSACTION OR MATTER ADDRESSED HEREIN.
CONFIDENTIALITY NOTICE This e-mad and any attachments are for the exclusive and contiderial use
cf the intended eeccpienL if you are rol ihe iended recipient please de nt cea distribute, or take
action inselance Upon this message tt you have recesed ths fn efor, please not us mmediately by
return e-mail and prompily deicie this message snd is attachments from your compuiar eysten. We 6°
not waive client-attomey or werk product privilege by tha lrensmission of this massage.
From: John F. Berry (mailto: berry@suddenlinkrall.com}
Sent: Fridey, November 12, 2010 3:05 PM
“Fox 'M Graves’; ‘Niazi@bkingfuels.com ‘Stanley Thompson’
cz \Vernis Stanaland’; ‘Saad Sheikh’; "Mchemmad Chaudhry’; Jame
‘Subject: King Fuels, Eneis Sheil
have spoken with Stanley Thompson with Cateput Group, Inc. I hed received page 17 of a contract
lang hadi no other provisions to thal coniracl Mr. Thompson has advised me that page 1? was from 8
‘conivact beiween his company end King Fuels whareoy the Shell jcobership, among olher ters, was
Sold by Calapulto King Fuels. [nave cut and pasted the paragraph inthis emai
'Praiitiffs Exhibit 23
Page | of 2
CONFIDENTIAL
MENO00392
Page 1 of 2Page 2 of 2
CONFIDENTIAL
13.18 Ennis Shell Store. Certain volumes are sold or are. be sold to. convenier
known us the Ennis Shelf Store, which is owned by Catapult Group, Inc. (Catapult
Purchaser's intem to purchase, or cduse Purchaser's assignee to purchase, the Ennis Sh
from Catapult pursuant to the ‘terms of this Section 13.18: ‘In the event the costempl:
fails io close for any reason except due 19 the action of non-actign-of Purchaser and this
sold ox leased to ther parties (other than those currently operating such store), it is inter
Pucchaser will cantinue ‘to-supply fuel to the Ennis Shell Store pursuant to citfier an
contract which has noi expired | (and will be De_assignid), of. pursuatit 10 the Purchas
‘andard fuel fuel supply contract wil with 3 ern af icn Gh (10) years, The basic business terms of
are as follows: Purchaser shal} assume the Cxisting Pecten Punding Group loan of appro:
$1,423,500.00, pay Catapult the sum of $100.000.00 and assiime’ the abligarion to builc
‘fast-food area of the store. Catapult and Purchaser, acting in good faith and reasonably,
or before Closing, emer inte a separate sale and purchase agreement providing for the sa
Ennis Shell Store consistent with this Section 13.18 und: providing for usual and cu
provisions refuting to wansactiéas of this nature in Harris County, Texas, This Secti:
shall survive the Closing. :
‘This paragraph discusses what would happen if King fllod 19 purchase the Enis store. If tho reason forthe felkze to purchase 1 due to the ection o non-action of King Fuels then the store
1s released from the fvel contract. This is why Mr. Thompson insists that there is ro fuel station covering tis store. Iam geing to assume Mr, Thempscn is correct urless | am provided wah
‘lear evidence to the contrary
ook forward 10 hearing trom you.
John F. Berry
ohn F. Berry, PC
Chase Bank Buicing
100 independence Place
Suite 409
Tyler, Texas 75703,
Tet: (903) 561-4200
Fax: (903) 561-8622
‘The following disclaimer is inckided to ensure thet we comply with U.S. Treasury Department Regulations The Regulations now require that either we (1) inckide the following disciaimer
most writen Federal tax correspondence cr (2) undertake significant due diligence that we have not performed (but can perform on reques!)
ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY THE WRITER TO BE USED, AND NOTHING CONTAINED HEREIN
CAN BE USED BY YOU OR ANY OTHER PERSON, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL
‘TAX LAW, or (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED TRANSACTION OR MATTER
ADDRESSED HEREIN.
CONFIDENTIALITY NOTICE: This e-mail and any altachments ars for ine exclusive and confidential use of the intended recipient. you ara not ihe intended recipient, please da nol reac,
isvibute, o take action in fekance upon this message. If you have received this in ertor, please notify Us immediately by retum e-mail and promptly deiete this message and is altachments
{rom your computer system, We do rot waive client-altorrey or work product privilege by the transmission of this message,
MENO00393,
‘PraMmtiff's Exhibit 23 Page 2 of 2
Preview
2011-42744A / Court: 295 EXHIBIT 23John Berry From: Samuel J. Blustein feblustein@hirschwest.com} ‘Sent: Friday, November 12, 2010 3.52 PM To: jpulacki@owkpe. com’ Ge: “Stanley Thompson’ John Berry Subject: 2010-11-12 - PrewitaGing Fue's - King Fuels, Ennis Shell WOV-HIRSCHWEST.F10260775) Joe, #5 discussed, here is the email from John Berry, who represents the current operator of the Ennis Shell store. Because King Fuels chose not to exereise its right to purchase the Ennis Shell store, King Fuels lost out on the right to get a new fuel supply contract im place. This is what we have discussed several times im the past when the Thompsons made good faith attempis to try 10 get King Fuels to purchase the Ennis Shell store afier the expiration of the asset purchase agreement. On December 31, 2008, the existing fuel supply contract for the Ennis Shell store expired and there is no existing fue! supply. While there is an existing refiner agreement between King Fuels, Inc, and Shell Oil Company, there is no fuel supply contract for this store. White the new operator would have to get Shell's permission to change to a different She'l fucl supplier, which likely would not occur. there is rothing stopping the new operator from re-branding the store. King Evets is clearly tortuously interfering with a contract and business relationship between Catapult Group. Inc. and the current operator of the Ennis Shell store. | hope that you will be able 1o convince Zeki Niazi of this so that more problems may be avoided for ail concerned. Thank you, Sam Blustein From: John F, Berry [mailto:sfoerry@suddeninkmal. com] ‘Sent: Friday, November 12, 2010 3:08 PM ‘Tot Samuet 3. Blustein ‘Subject: FW: King Fuels, Ennis Sheil FYI ohn F, Bory. PC Crase Bark Budding 100 indepernsonce Piace Sue 400 Tyler. Texas 78703 ‘Ter (903) 561-4200 Fax 1903} 61-8822 ‘The following disctaimer is included to ansure nat we comply wit: U.S. Treasury Oepartment Regulations The Regulations now sequrre that either we (1) micfude Ihe following disclaimer m most written Federal tax corrospandence oF (2) underteke significant due diligence that we have not performed (out can perform on request) ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY THE WRITER TO BE USED, AND NOTHING CONTAINED HEREIN CAN BE USED BY YOU OR ANY OTHER PERSON, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL TAX LAW, or {2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX- RELATED TRANSACTION OR MATTER ADDRESSED HEREIN. CONFIDENTIALITY NOTICE This e-mad and any attachments are for the exclusive and contiderial use cf the intended eeccpienL if you are rol ihe iended recipient please de nt cea distribute, or take action inselance Upon this message tt you have recesed ths fn efor, please not us mmediately by return e-mail and prompily deicie this message snd is attachments from your compuiar eysten. We 6° not waive client-attomey or werk product privilege by tha lrensmission of this massage. From: John F. Berry (mailto: berry@suddenlinkrall.com} Sent: Fridey, November 12, 2010 3:05 PM “Fox 'M Graves’; ‘Niazi@bkingfuels.com ‘Stanley Thompson’ cz \Vernis Stanaland’; ‘Saad Sheikh’; "Mchemmad Chaudhry’; Jame ‘Subject: King Fuels, Eneis Sheil have spoken with Stanley Thompson with Cateput Group, Inc. I hed received page 17 of a contract lang hadi no other provisions to thal coniracl Mr. Thompson has advised me that page 1? was from 8 ‘conivact beiween his company end King Fuels whareoy the Shell jcobership, among olher ters, was Sold by Calapulto King Fuels. [nave cut and pasted the paragraph inthis emai 'Praiitiffs Exhibit 23 Page | of 2 CONFIDENTIAL MENO00392 Page 1 of 2Page 2 of 2 CONFIDENTIAL 13.18 Ennis Shell Store. Certain volumes are sold or are. be sold to. convenier known us the Ennis Shelf Store, which is owned by Catapult Group, Inc. (Catapult Purchaser's intem to purchase, or cduse Purchaser's assignee to purchase, the Ennis Sh from Catapult pursuant to the ‘terms of this Section 13.18: ‘In the event the costempl: fails io close for any reason except due 19 the action of non-actign-of Purchaser and this sold ox leased to ther parties (other than those currently operating such store), it is inter Pucchaser will cantinue ‘to-supply fuel to the Ennis Shell Store pursuant to citfier an contract which has noi expired | (and will be De_assignid), of. pursuatit 10 the Purchas ‘andard fuel fuel supply contract wil with 3 ern af icn Gh (10) years, The basic business terms of are as follows: Purchaser shal} assume the Cxisting Pecten Punding Group loan of appro: $1,423,500.00, pay Catapult the sum of $100.000.00 and assiime’ the abligarion to builc ‘fast-food area of the store. Catapult and Purchaser, acting in good faith and reasonably, or before Closing, emer inte a separate sale and purchase agreement providing for the sa Ennis Shell Store consistent with this Section 13.18 und: providing for usual and cu provisions refuting to wansactiéas of this nature in Harris County, Texas, This Secti: shall survive the Closing. : ‘This paragraph discusses what would happen if King fllod 19 purchase the Enis store. If tho reason forthe felkze to purchase 1 due to the ection o non-action of King Fuels then the store 1s released from the fvel contract. This is why Mr. Thompson insists that there is ro fuel station covering tis store. Iam geing to assume Mr, Thempscn is correct urless | am provided wah ‘lear evidence to the contrary ook forward 10 hearing trom you. John F. Berry ohn F. Berry, PC Chase Bank Buicing 100 independence Place Suite 409 Tyler, Texas 75703, Tet: (903) 561-4200 Fax: (903) 561-8622 ‘The following disclaimer is inckided to ensure thet we comply with U.S. Treasury Department Regulations The Regulations now require that either we (1) inckide the following disciaimer most writen Federal tax correspondence cr (2) undertake significant due diligence that we have not performed (but can perform on reques!) ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY THE WRITER TO BE USED, AND NOTHING CONTAINED HEREIN CAN BE USED BY YOU OR ANY OTHER PERSON, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL ‘TAX LAW, or (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED TRANSACTION OR MATTER ADDRESSED HEREIN. CONFIDENTIALITY NOTICE: This e-mail and any altachments ars for ine exclusive and confidential use of the intended recipient. you ara not ihe intended recipient, please da nol reac, isvibute, o take action in fekance upon this message. If you have received this in ertor, please notify Us immediately by retum e-mail and promptly deiete this message and is altachments {rom your computer system, We do rot waive client-altorrey or work product privilege by the transmission of this message, MENO00393, ‘PraMmtiff's Exhibit 23 Page 2 of 2