Preview
FILED
6/23/2023 3:12 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Martin Reyes DEPUTY
CAUSE NO. DC-21-04901
TONY EVANS, SR., and ARETHA EVANS, ) IN THE DISTRICT COURT
individually and on behalf of their minor son, )
T.E., deceased, FAITH TANKSLEY on behalf of )
minor T.E., III, individually and on behalf of )
his father, T.E., deceased, and DEON WILLIAMS, )
)
Plaintiffs, )
)
V.
i
TASACOM REAL ESTATE, LLC d/b/a ) l62nd JUDICIAL DISTRICT
HAWTHORN SUITES DALLAS LOVE FIELD, )
HAWTHORN SUITES FRANCHISING, INC., )
WYNDHAM HOTELS & RESORTS, INC., )
MOHAMMAD SADIQ NOSHAHI, )
DIAMOND STAFFING SERVICES, LLC, )
WYNDHAM HOTEL GROUP, LLC, )
TASACOM TECHNOLOGIES, INC., SANJEEV )
JAIN and MMAROOFUL CHOUDHURY, )
)
Defendants. ) DALLAS COUNTY, TEXAS
PLAINTIFFS’ RESPONSE DEFENDANT TO TASACOM REAL ESTATE, LLC dm/a
HAWTHORN SUITES DALLAS LOVE F IELD’S MOTION TO SEVER AND ABATE
ALTER EGO CLAIMS FROM UNDERLYING CLAIMS
Plaintiffs Tony Evans, Sr., and Aretha Evans, individually and on behalf of their minor
son, T.E., deceased, Faith Tanksley, on behalf of minor, T.E. III, individually and on behalf of his
father, T.E., deceased, and Deon Williams (collectively “Plaintiffs”), file this Response to
Defendant Tasacom Real Estate, LLC d/b/a Hawthorn Suites Dallas Love Field’s (“Tasacom”)
Motion to Sever and Abate Plaintiffs’ Alter Ego Claims from Underlying Liability Claims, as
follows:
I. INTRODUCTION
Without any controlling authority, Tasacom is attempting to sever Plaintiffs’ alter ego
theories of recovery against Defendants Sanjeev Jain, Mmarooful Choudhury, Mohammad Sadiq
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Noshahi and Tasacom Technologies, Inc. (“Alter Ego Defendants”), forcing Plaintiffs to litigate a
separate action for purposes of collecting a judgment against Tasacom, a party alleged (and known)
to be undercapitalized and underinsured for the wrongful death and personal injury claims asserted
in this lawsuit. Pursuant to long-standing Texas law, severance applies to claims or substantive
causes of action, and whether a company or individual may be the alter ego of another entity, like
Tasacom, does not create a separate claim or cause of action that can be severed. Alter ego is
merely a vehicle to hold Alter Ego Defendants liable upon a cause of action that would otherwise
only have existed against Tasacom. The lone case cited by Defendants to support their assertion is
not controlling on this Court and is founded on inapposite authority that does not substantiate its
rationale — the case is wrongly decided. The overwhelming case law in Texas does not permit
severance of the alter ego theories asserted in this lawsuit, and Tasacom’s Motion must be denied.
II. ARGUMENT AND AUTHORITIES
A. Legal Parameters for Severance
Texas has a general policy against a multiplicity of suits for claims that are sufficiently
related so that they comprise one convenient unit for trial. This policy is reflected in the rules
concerning the joinder of parties and claims. TEX. R. CIV. P. 39, 40, 43, 51. Severance permits that
parties or suits may be separated and proceeded with independently when necessary. TEX. R. CIV.
P. 41. The propriety of severing parties and actions in any legal proceeding is dependent primarily
on the state of the pleadings relevant to such proceeding. Geophysical Data Processing Center,
Inc. v. Cruz, 576 S.W.2d 666, 667 (Tex. CiV. App.--Beaumont 1978, no writ).
The controlling rationale for severance is to do justice, avoid prejudice, and further
convenience. In re State, 355 S.W.3d 611, 613 (Tex. 2011). Proper severance may be granted
when: 1) the controversy involves multiple causes of action; 2) the severed claim would be the
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proper subject of a lawsuit if independently asserted; and 3) the severed claim must not be so
interwoven with the remaining action that they involve the same facts and issues. Id., at 614. Not
only would the severance sought by Tasacom be severely prejudicial to Plaintiffs, but Tasacom
cannot meet the requirements necessary for severance because alter ego is not a claim that can be
independently supported and is, by definition, completely interwoven and dependent on the
remaining action against Tasacom.
B. Alter Ego Can Not be Independently Asserted and, by Definition, Involves the Same
Facts and Issues as the Remaining Action
Severability relates only to causes of action. Audish v. Clajon Gas C0., 731 S.W.2d 665,
672 (Tex.App.—Houston [14th Dist.] 1987, writ refused); Johnson v. Karam, 466 S.W.2d 806,
811 (Tex. Civ. App. --
E1 Paso 1971, writ ref'd n.r.e.). A “cause of action” consists of a plaintiff’ s
primary right to relief and the defendant’s act or omission that violates that right. Jones v. Ray,
886 S.W.2d 817, 821 (Tex. App.--Houston [1st Dist.] 1994, no writ). In this case, Plaintiffs’ causes
of action against Tasacom include, inter alia, premises liability, gross negligence, and negligent
training and supervision that caused and/or contributed to cause Decedent T.E.’s wrongful death
and personal injuries to Plaintiff Deon Williams. Pls.’ 6th Am. Pet., 111169-78, 94-98, 102-107, 155-
170. Plaintiffs further allege that the Alter Ego Defendants are liable for these exact causes of
action based on Tasacom’s wrongdoing Via an alter ego theory of recovery. Id., 117128-148.
Although TEX. R. CIV. P. 41 states that “[a]ny claim against a party may be severed and
proceeded with separately,” courts have long recognized that it is an abuse of discretion to grant a
severance that splits a single cause of action. Duncan v. Calhoun County Navigation Dist., 28
S.W.3d 707, 710 (Tex.App.—Corpus Christi 2000, pet. denied) (listing cases); In Re El Paso
County Hosp. Dist., 979 S.W.2d 10, 12 (Tex. App.--E1Paso 1998, no pet.); Ryland Group, Inc. v.
White, 723 S.W.2d 160, 161 [**6] (Tex. App.--Houston [lst Dist.] 1986, no writ); Duke v. Merkin,
Page 3 of 9
599 S.W.2d 877, 880 (Tex. CiV. App.--E1 Paso 1980, no writ); Nueces County Hospital District
v. Texas Health Facilities Commission, 576 S.W.2d 908 (Tex. Civ. App.--Austin 1979, no writ);
Hartnett v. Adams & Holmes Mort. Co., Inc., 539 S.W.2d 181, 184 (Tex. CiV. App.--Texarkana
1976, no writ).
The various doctrines for piercing the corporate veil, or alter ego theories, are not
substantive causes of action — alter ego is necessarily tied to and dependent on an underlying cause
of action, thus, to sever it would be improperly splitting a single cause of action. Cox v. Southern
Garrett, L.L.C., 245 S.W.3d 574, 582 (Tex.App.—Houston [lst Dist] 2007, no pet); Specialty
Retailers, Inc. v. Fuqua, 29 S.W.3d 140, 147 (Tex.App.—Houston [14th Dist] 2000, pet. denied).
See, also, Dearing v. Spiller, 824 S.W.2d 728, 735 (Tex. App—Fort Worth 1992, writ denied) (no
abuse to sever counterclaim for partition or reformation from original action seeking declaration
of rights under deed, because claims represented distinct causes of action). In other words, as to
alter ego, “[w]ithout an underlying cause of action creating corporate liability, evidence of an abuse
of the corporate form is immaterial.” Cox, 245 S.W.3d at 582; Martinez v. DKTA Enters. Ltd., No.
07-19-001160-CV, 2020 Tex.App. LEXIS 4149, at *6 (Tex.App.—Amarillo May 29, 2020, no
pet.) (“Without a viable underlying cause of action, alter ego become irrelevant”). See, also, In re
Compton, No. 11-20-00154-CV, 2020 Tex.App. LEXIS 6180, *9-13 (Tex.App.—Eastland Aug.
6, 2020) (denying discovery on alter ego allegations because there was no pleaded underlying
cause of action to support it).
Based on the foregoing, Plaintiffs’ alter ego theories of liability are not causes of action
against the Alter Ego Defendants but are wholly dependent on the substantive causes of action
against Tasacom. Alter ego allegations simply do not stand on their own to support an independent
lawsuit. Relatedly, because they are dependent on Tasacom’s liability with regard to Plaintiffs’
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substantive claims, Plaintiffs’ alter ego claims are necessarily interwoven with and involve the
same facts and issues as the underlying substantive causes of action against Tasacom. There is no
basis for Tasacom to claim judicial economy would be served by severing the alter ego allegations.
Accordingly, Defendants’ Motion must be denied. GulfReduction Corp. v. Boyles Galvanizing &
Plating Co., 456 S.W.2d 476, 480 (Tex.App.—Fort Worth 1970, no writ) (“The fact that a
corporation may be the alter ego of an individual or that the individual may be the alter ego of a
corporation does not create a cause of action against either the individual or the corporation . . . .
Like agency it is merely a ground upon which the individual may be held liable upon a cause of
action which otherwise would have existed only against the corporation”).
C. In re GTG Solutions, Inc. is Legally Unsound and is Not Controlling Authority
Tasacom relies on In re GTG Solutions, Inc. as its primary guidance for permitting
severance of the alter ego theories of recovery in this case. 642 S.W.3d 41 (Tex.App.—El Paso
2021, no pet). While Tasacom attempts to argue that GTG Solutions, Inc. is a Texas Supreme Court
decision, it is not and, therefore, is not controlling authority. Notwithstanding, GTG Solutions, a
contract case founded on unpaid invoices, is factually distinguishable from the case at bar, a tort
case, and is erroneously premised, as cited by Defendants, on Texas Supreme Court authority that
has no bearing on alter ego allegations. See Am. Star Energy & Minerals Corp. v. Stowers, 457
S.W.3d 427 (Tex. 2015). The Stowers case relied on by GTG Solutions and Tasacom does not
involve issues of alter ego, at all, but instead was decided under the Texas Revised Partnership Act
(“TRPA”), holding that, under the TRPA, a partner remains jointly and severally liable for all
obligations of the partnership and, thus, a partner may be sued in a separate lawsuit by a partnership
creditor. Id., at 429. Given that individual partner assets are always on the line as to partnership
liability, this statutory framework is understandable. Id., at 435. In such TRPA cases, the claims
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against a partner do not accrue until judgment is entered against the partnership, which is wholly
inapplicable to and unlike the case herein. Id., 432-33. The current lawsuit has no statutory basis
permitting severance to force a separate lawsuit against the Alter Ego Defendants to recover a
judgment rendered against Tasacom.
The remaining cases cited as authority in GTG Solutions are also inapposite to both its
holding and to this lawsuit, as they relate to subsequently filed, separate lawsuits, not severance of
an existing lawsuit or alter ego allegations — whether alter ego theories are severable is simply not
at issue. Matthews Constr. C0. v. Rosen, 796 S.W.2d 692, 693 n.1 (Tex. 1990) (“For purposes of
discussion, we refer to Matthews’ suit as an “alter ego” suit; however the mere fact that a
corporation operates as an alter ego does not give rise to a separate and independent cause of action
and this opinion should not be so construed”); Trammell v. Galaxy Ranch Sch, L.P., 246 S.W.3d
815, 822-23 (Tex.App.—Dallas 2008, orig. proceeding) (finding subsequent suit for personal
liability of corporate debt after the entry of judgment against the corporation was statutorily
permitted under TEX. TAX CODE § 171.255
—
provision related to forfeiture of corporate
privileges); McCarroll v. My Sentinel, LLC, No. 14-08-01171-CV, 2009 Tex. App. LEXIS 9363, at
*2 (Tex.App.--Houston [14th Dist.] Dec. 10, 2009, no pet.) (applying TEX. TAX CODE § 171.255
and explicitly stating that a theory of alter ego to enforce the prior judgment is not being used);
Peterson, Goldman & Villani, Inc. v. Ancor Holdings, LP, 584 S.W.3d 556, 560 (Tex.App.--Fort
Worth 2019, pet. denied) (standing for the proposition that separate subsequent suit could be filed
to enforce judgment based on successor theory of liability).
GTG Solutions is an aberration — it was erroneously decided, is substantively
distinguishable, is not controlling on this Court, and should not be considered given the competing
precedent cited herein.
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D. There is N0 “Widespread” Confusion Regarding Plaintiffs’Alter Ego Claims
Tasacom claims there is “widespread” confusion because Plaintiffs have attempted to
conduct discovery to substantiate their alter ego allegations at trial. Def.’s Mot, 112.05. In a non—
sensical argument meant to support that alter ego would confuse the jury, Tasacom avers that
Plaintiffs have put the cart before the horse by focusing primarily on alter ego theories, when in
reality, Plaintiffs have conducted multiple depositions, gathered significant third—party crime
evidence, and have largely completed discovery as to their negligence-based claims against
Tasacom. Regardless, as succinctly stated in Rio Grande Valley Gas C0. v. City of Edinburg:
The prospect that a claimant will not be able to collect a judgment unless the
corporate form is disregarded is part of the justification for doctrines such as alter
ego and single business enterprise. That does not mean, however, that a claimant
may not pursue theories for piercing the corporate veil at the same time that basic
liability issues are litigated. Countless Texas cases . . . allow claimants to litigate
underlying liability issues at the same time and in the same proceeding as veil-
piercing theories.
59 S.W.3d 199, 210 (Tex.App.—Corpus Christi 2000, no pet.) (citations omitted). Defendants
arguments in this regard are Without merit.
E. Severance Would Be Highly Prejudicial to Plaintiffs
Severing and abating the alter ego theories of recovery from this lawsuit would be severely
prejudicial to Plaintifls because it would significantly delay recovery of any judgment against
Tasacom. The evidence already discovered in this case, as well as the allegations pleaded by
Plaintiffs, substantiates that Tasacom is undercapitalized, underinsured, and will be unable to
satisfy a liability finding in this action, especially given the damages at issue for wrongful death
and severe personal injury. Because Tasacom will be unable to satisfy any judgment, Plaintiffs
should not be forced to prosecute a separate, subsequent lawsuit simply to recover the judgment
against Tasacom.
Page 7 of 9
Tasacom’s undercapitalization is supported by Defendant Sanjeev Jain’s (“Jain”) own
testimony that he could not recall the amount of his personal contribution to the company, possibly
because he never made one, but that loans had to be made by his other company, Defendant
Tasacom Technologies, Inc. at his direction. Pls.’ 6th Am. Pet., 1111130, 134-135. Tasacom’s primary
asset is the hotel property that is only partially owned by the company and remains wholly
encumbered by a $5 million deed of trust. Id., 11143. According to Jain, the only financial safety
net for general business risks associated with Tasacom is a general commercial liability policy of
insurance that 1) excludes coverage for the types of injuries at issue in this lawsuit; and 2) would
certainly not cover general financial indebtedness or illiquidity. Id., 1111141, 145. Tasacom also
made representations early in this litigation that it would file for bankruptcy as a result of this
litigation. Id., 11144. Jain admitted that Tasacom Technologies has had to make loans to Tasacom.
Id., 11135. Tasacom Technologies had to pay the Franchise Application fee for the hotel at issue in
this lawsuit, and over $50,000 is known, to date, to have been paid on Tasacom’s behalf without
reimbursement. Id., 11134. Tasacom is unable to pay rent for its corporate headquarters. Id., 11132.
Tasacom is undercapitalized and patently underinsured for the type of business it was
operating and the known negligence alleged in Plaintiffs’ pleading. Thus, to force Plaintiffs to
prosecute a second lawsuit following the completion of the current lawsuit is not only
impermissible based on the arguments asserted herein, but severance would be extremely
prejudicial to Plaintiffs.
HI. CONCLUSION
Based on all of the foregoing, Plaintiffs ask that Defendants’ Motion be denied in its
entirety. The alter ego theories alleged in this lawsuit are not causes of action and, therefore, cannot
stand on their own in a subsequent, separate lawsuit. Tasacom cites one opinion that was
Page 8 of 9
erroneously decided to support its arguments and is, otherwise, not controlling precedent on this
Court. Maintaining alter ego theories in the same litigation as their underlying liability claims is
the norm. Defendants’ Motion must be denied, and Plaintiffs seek any further or additional relief
this Court deems warranted.
Respectfully Submitted,
/s/ Emily Taylor /S/ Aubrey ”Nick” Pittman
NURU WITHERSPOON AUBREY “NICK” PITTMAN
State Bar No. 24039244 State Bar No. 16049750
witherspoon@twlglawyers.com THE PITTMAN LAW FIRM, P-C-
EMILY TAYLOR 100 Crescent Court, Suite 700
State Bar N0_ 24046951 Dallas, Texas 75201-21 12
taylor@twlglawyers.com 214'459'3454 — T31€Ph0ne
WITHERSPOON LAW GROUP 214'853'5912 ' Fax
5565 Deer Creek, Unit A pittman@thepittmanlawfirm.com
Dallas, Texas 75228
214-773-1133 — Telephone
972-696-9982 — Fax
CERTIFICATE OF SERVICE
I hereby certify that on June 23, 2023, the foregoing document was submitted to the
representatives of the parties, using the electronic case filing system of the court. The electronic
case filing system sent a “Notice of Service” to all attorneys of record who have consented in
writing to accept this Notice as service of documents by electronic means.
/s/ Emily Taylor
Emily Taylor
Page 9 of 9
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
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.
Brisia Mendoza on behalf of Emily Taylor
Bar No. 24046951
mendoza@twlglawyers.com
Envelope ID: 76920341
Filing Code Description: Response
Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO
CLAIMS AND UNDERLYING CLAIMS
Status as of 6/26/2023 8:04 AM CST
Associated Case Party: TONY EVANS
Name BarNumber Email TimestampSubmitted Status
Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Nuru Witherspoon litigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Aubrey "Nick" Pittman pittman@thepittmanlawfirm.Com 6/23/2023 3:12:12 PM SENT
Associated Case Party: TASACOM REAL ESTATE, LLC
Name BarNumber Email TimestampSubmitted Status
Tasha LBarnes tbarnes@thompsoncoe.com 6/23/2023 3:12:12 PM SENT
LISA V IvilIasenor@thompsoncoe.com 6/23/2023 3:12:12 PM SENT
Associated Case Party: HAWTHORN SUITES FRANCHISING, INC.
Name BarNumber Email TimestampSubmitted Status
Christopher BDonovan Christopher.B.Donovan@dlapiper.com 6/23/2023 3:12:12 PM SENT
Jason Hopkins 24059969 jason.hopkins@dlapiper.com 6/23/2023 3:12:12 PM SENT
Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT
Associated Case Party: WYNDHAM HOTELS & RESORTS, INC.
Name BarNumber Email TimestampSubmitted Status
Christopher BDonovan Christopher.B.Donovan@dlapiper.com 6/23/2023 3:12:12 PM SENT
RoseMarie Chambers rose.chambers@dlapiper.com 6/23/2023 3:12:12 PM SENT
Jason Hopkins 24059969 jason.hopkins@dlapiper.com 6/23/2023 3:12:12 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
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.
Brisia Mendoza on behalf of Emily Taylor
Bar No. 24046951
mendoza@twlglawyers.com
Envelope ID: 76920341
Filing Code Description: Response
Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO
CLAIMS AND UNDERLYING CLAIMS
Status as of 6/26/2023 8:04 AM CST
Associated Case Party: WYNDHAM HOTELS & RESORTS, INC.
Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT
Judy Calderon judy.calderon@dlapiper.com 6/23/2023 3:12:12 PM SENT
Sherry Faulkner Sherry.Faulkner@us.dlapiper.com 6/23/2023 3:12:12 PM SENT
Sally Jones sally.jones@dlapiper.com 6/23/2023 3:12:12 PM SENT
Taylor Reed Taylor.reed@us.dlapiper.com 6/23/2023 3:12:12 PM SENT
Associated Case Party: T. E.
Name BarNumber Email TimestampSubmitted Status
Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Nuru Witherspoon litigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Aubrey "Nick" Pittman pittman@thepittmanlawfirm.com 6/23/2023 3:12:12 PM SENT
Associated Case Party: ARETHA EVANS
Name BarN um ber Email TimestampSubmitted Status
Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Nuru Witherspoon Iitigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT
Aubrey "Nick" Pittman pittman@thepittmanlawfirm.com 6/23/2023 3:12:12 PM SENT
Associated Case Party: MOHAMMADSADIQNOSHAHI
Name BarNumber Email TimestampSubmitted Status
Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
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.
Brisia Mendoza on behalf of Emily Taylor
Bar No. 24046951
mendoza@twlglawyers.com
Envelope ID: 76920341
Filing Code Description: Response
Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO
CLAIMS AND UNDERLYING CLAIMS
Status as of 6/26/2023 8:04 AM CST
Associated Case Party: TASACOM TECHNOLOGIES INC
Name BarNumber Email TimestampSubmitted Status
Benjamin Dunn bdunn@thompsoncoe.com 6/23/2023 3:12:12 PM SENT
Associated Case Party: MMAROOFUL CHOUDHURY
Name BarNumber Email TimestampSubmitted Status
Morgan Wells mwells@thompsoncoe.com 6/23/2023 3:12:12 PM SENT
Preview
FILED 6/23/2023 3:12 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Martin Reyes DEPUTY CAUSE NO. DC-21-04901 TONY EVANS, SR., and ARETHA EVANS, ) IN THE DISTRICT COURT individually and on behalf of their minor son, ) T.E., deceased, FAITH TANKSLEY on behalf of ) minor T.E., III, individually and on behalf of ) his father, T.E., deceased, and DEON WILLIAMS, ) ) Plaintiffs, ) ) V. i TASACOM REAL ESTATE, LLC d/b/a ) l62nd JUDICIAL DISTRICT HAWTHORN SUITES DALLAS LOVE FIELD, ) HAWTHORN SUITES FRANCHISING, INC., ) WYNDHAM HOTELS & RESORTS, INC., ) MOHAMMAD SADIQ NOSHAHI, ) DIAMOND STAFFING SERVICES, LLC, ) WYNDHAM HOTEL GROUP, LLC, ) TASACOM TECHNOLOGIES, INC., SANJEEV ) JAIN and MMAROOFUL CHOUDHURY, ) ) Defendants. ) DALLAS COUNTY, TEXAS PLAINTIFFS’ RESPONSE DEFENDANT TO TASACOM REAL ESTATE, LLC dm/a HAWTHORN SUITES DALLAS LOVE F IELD’S MOTION TO SEVER AND ABATE ALTER EGO CLAIMS FROM UNDERLYING CLAIMS Plaintiffs Tony Evans, Sr., and Aretha Evans, individually and on behalf of their minor son, T.E., deceased, Faith Tanksley, on behalf of minor, T.E. III, individually and on behalf of his father, T.E., deceased, and Deon Williams (collectively “Plaintiffs”), file this Response to Defendant Tasacom Real Estate, LLC d/b/a Hawthorn Suites Dallas Love Field’s (“Tasacom”) Motion to Sever and Abate Plaintiffs’ Alter Ego Claims from Underlying Liability Claims, as follows: I. INTRODUCTION Without any controlling authority, Tasacom is attempting to sever Plaintiffs’ alter ego theories of recovery against Defendants Sanjeev Jain, Mmarooful Choudhury, Mohammad Sadiq Page 1 of 9 Noshahi and Tasacom Technologies, Inc. (“Alter Ego Defendants”), forcing Plaintiffs to litigate a separate action for purposes of collecting a judgment against Tasacom, a party alleged (and known) to be undercapitalized and underinsured for the wrongful death and personal injury claims asserted in this lawsuit. Pursuant to long-standing Texas law, severance applies to claims or substantive causes of action, and whether a company or individual may be the alter ego of another entity, like Tasacom, does not create a separate claim or cause of action that can be severed. Alter ego is merely a vehicle to hold Alter Ego Defendants liable upon a cause of action that would otherwise only have existed against Tasacom. The lone case cited by Defendants to support their assertion is not controlling on this Court and is founded on inapposite authority that does not substantiate its rationale — the case is wrongly decided. The overwhelming case law in Texas does not permit severance of the alter ego theories asserted in this lawsuit, and Tasacom’s Motion must be denied. II. ARGUMENT AND AUTHORITIES A. Legal Parameters for Severance Texas has a general policy against a multiplicity of suits for claims that are sufficiently related so that they comprise one convenient unit for trial. This policy is reflected in the rules concerning the joinder of parties and claims. TEX. R. CIV. P. 39, 40, 43, 51. Severance permits that parties or suits may be separated and proceeded with independently when necessary. TEX. R. CIV. P. 41. The propriety of severing parties and actions in any legal proceeding is dependent primarily on the state of the pleadings relevant to such proceeding. Geophysical Data Processing Center, Inc. v. Cruz, 576 S.W.2d 666, 667 (Tex. CiV. App.--Beaumont 1978, no writ). The controlling rationale for severance is to do justice, avoid prejudice, and further convenience. In re State, 355 S.W.3d 611, 613 (Tex. 2011). Proper severance may be granted when: 1) the controversy involves multiple causes of action; 2) the severed claim would be the Page 2 of 9 proper subject of a lawsuit if independently asserted; and 3) the severed claim must not be so interwoven with the remaining action that they involve the same facts and issues. Id., at 614. Not only would the severance sought by Tasacom be severely prejudicial to Plaintiffs, but Tasacom cannot meet the requirements necessary for severance because alter ego is not a claim that can be independently supported and is, by definition, completely interwoven and dependent on the remaining action against Tasacom. B. Alter Ego Can Not be Independently Asserted and, by Definition, Involves the Same Facts and Issues as the Remaining Action Severability relates only to causes of action. Audish v. Clajon Gas C0., 731 S.W.2d 665, 672 (Tex.App.—Houston [14th Dist.] 1987, writ refused); Johnson v. Karam, 466 S.W.2d 806, 811 (Tex. Civ. App. -- E1 Paso 1971, writ ref'd n.r.e.). A “cause of action” consists of a plaintiff’ s primary right to relief and the defendant’s act or omission that violates that right. Jones v. Ray, 886 S.W.2d 817, 821 (Tex. App.--Houston [1st Dist.] 1994, no writ). In this case, Plaintiffs’ causes of action against Tasacom include, inter alia, premises liability, gross negligence, and negligent training and supervision that caused and/or contributed to cause Decedent T.E.’s wrongful death and personal injuries to Plaintiff Deon Williams. Pls.’ 6th Am. Pet., 111169-78, 94-98, 102-107, 155- 170. Plaintiffs further allege that the Alter Ego Defendants are liable for these exact causes of action based on Tasacom’s wrongdoing Via an alter ego theory of recovery. Id., 117128-148. Although TEX. R. CIV. P. 41 states that “[a]ny claim against a party may be severed and proceeded with separately,” courts have long recognized that it is an abuse of discretion to grant a severance that splits a single cause of action. Duncan v. Calhoun County Navigation Dist., 28 S.W.3d 707, 710 (Tex.App.—Corpus Christi 2000, pet. denied) (listing cases); In Re El Paso County Hosp. Dist., 979 S.W.2d 10, 12 (Tex. App.--E1Paso 1998, no pet.); Ryland Group, Inc. v. White, 723 S.W.2d 160, 161 [**6] (Tex. App.--Houston [lst Dist.] 1986, no writ); Duke v. Merkin, Page 3 of 9 599 S.W.2d 877, 880 (Tex. CiV. App.--E1 Paso 1980, no writ); Nueces County Hospital District v. Texas Health Facilities Commission, 576 S.W.2d 908 (Tex. Civ. App.--Austin 1979, no writ); Hartnett v. Adams & Holmes Mort. Co., Inc., 539 S.W.2d 181, 184 (Tex. CiV. App.--Texarkana 1976, no writ). The various doctrines for piercing the corporate veil, or alter ego theories, are not substantive causes of action — alter ego is necessarily tied to and dependent on an underlying cause of action, thus, to sever it would be improperly splitting a single cause of action. Cox v. Southern Garrett, L.L.C., 245 S.W.3d 574, 582 (Tex.App.—Houston [lst Dist] 2007, no pet); Specialty Retailers, Inc. v. Fuqua, 29 S.W.3d 140, 147 (Tex.App.—Houston [14th Dist] 2000, pet. denied). See, also, Dearing v. Spiller, 824 S.W.2d 728, 735 (Tex. App—Fort Worth 1992, writ denied) (no abuse to sever counterclaim for partition or reformation from original action seeking declaration of rights under deed, because claims represented distinct causes of action). In other words, as to alter ego, “[w]ithout an underlying cause of action creating corporate liability, evidence of an abuse of the corporate form is immaterial.” Cox, 245 S.W.3d at 582; Martinez v. DKTA Enters. Ltd., No. 07-19-001160-CV, 2020 Tex.App. LEXIS 4149, at *6 (Tex.App.—Amarillo May 29, 2020, no pet.) (“Without a viable underlying cause of action, alter ego become irrelevant”). See, also, In re Compton, No. 11-20-00154-CV, 2020 Tex.App. LEXIS 6180, *9-13 (Tex.App.—Eastland Aug. 6, 2020) (denying discovery on alter ego allegations because there was no pleaded underlying cause of action to support it). Based on the foregoing, Plaintiffs’ alter ego theories of liability are not causes of action against the Alter Ego Defendants but are wholly dependent on the substantive causes of action against Tasacom. Alter ego allegations simply do not stand on their own to support an independent lawsuit. Relatedly, because they are dependent on Tasacom’s liability with regard to Plaintiffs’ Page 4 of 9 substantive claims, Plaintiffs’ alter ego claims are necessarily interwoven with and involve the same facts and issues as the underlying substantive causes of action against Tasacom. There is no basis for Tasacom to claim judicial economy would be served by severing the alter ego allegations. Accordingly, Defendants’ Motion must be denied. GulfReduction Corp. v. Boyles Galvanizing & Plating Co., 456 S.W.2d 476, 480 (Tex.App.—Fort Worth 1970, no writ) (“The fact that a corporation may be the alter ego of an individual or that the individual may be the alter ego of a corporation does not create a cause of action against either the individual or the corporation . . . . Like agency it is merely a ground upon which the individual may be held liable upon a cause of action which otherwise would have existed only against the corporation”). C. In re GTG Solutions, Inc. is Legally Unsound and is Not Controlling Authority Tasacom relies on In re GTG Solutions, Inc. as its primary guidance for permitting severance of the alter ego theories of recovery in this case. 642 S.W.3d 41 (Tex.App.—El Paso 2021, no pet). While Tasacom attempts to argue that GTG Solutions, Inc. is a Texas Supreme Court decision, it is not and, therefore, is not controlling authority. Notwithstanding, GTG Solutions, a contract case founded on unpaid invoices, is factually distinguishable from the case at bar, a tort case, and is erroneously premised, as cited by Defendants, on Texas Supreme Court authority that has no bearing on alter ego allegations. See Am. Star Energy & Minerals Corp. v. Stowers, 457 S.W.3d 427 (Tex. 2015). The Stowers case relied on by GTG Solutions and Tasacom does not involve issues of alter ego, at all, but instead was decided under the Texas Revised Partnership Act (“TRPA”), holding that, under the TRPA, a partner remains jointly and severally liable for all obligations of the partnership and, thus, a partner may be sued in a separate lawsuit by a partnership creditor. Id., at 429. Given that individual partner assets are always on the line as to partnership liability, this statutory framework is understandable. Id., at 435. In such TRPA cases, the claims Page 5 of 9 against a partner do not accrue until judgment is entered against the partnership, which is wholly inapplicable to and unlike the case herein. Id., 432-33. The current lawsuit has no statutory basis permitting severance to force a separate lawsuit against the Alter Ego Defendants to recover a judgment rendered against Tasacom. The remaining cases cited as authority in GTG Solutions are also inapposite to both its holding and to this lawsuit, as they relate to subsequently filed, separate lawsuits, not severance of an existing lawsuit or alter ego allegations — whether alter ego theories are severable is simply not at issue. Matthews Constr. C0. v. Rosen, 796 S.W.2d 692, 693 n.1 (Tex. 1990) (“For purposes of discussion, we refer to Matthews’ suit as an “alter ego” suit; however the mere fact that a corporation operates as an alter ego does not give rise to a separate and independent cause of action and this opinion should not be so construed”); Trammell v. Galaxy Ranch Sch, L.P., 246 S.W.3d 815, 822-23 (Tex.App.—Dallas 2008, orig. proceeding) (finding subsequent suit for personal liability of corporate debt after the entry of judgment against the corporation was statutorily permitted under TEX. TAX CODE § 171.255 — provision related to forfeiture of corporate privileges); McCarroll v. My Sentinel, LLC, No. 14-08-01171-CV, 2009 Tex. App. LEXIS 9363, at *2 (Tex.App.--Houston [14th Dist.] Dec. 10, 2009, no pet.) (applying TEX. TAX CODE § 171.255 and explicitly stating that a theory of alter ego to enforce the prior judgment is not being used); Peterson, Goldman & Villani, Inc. v. Ancor Holdings, LP, 584 S.W.3d 556, 560 (Tex.App.--Fort Worth 2019, pet. denied) (standing for the proposition that separate subsequent suit could be filed to enforce judgment based on successor theory of liability). GTG Solutions is an aberration — it was erroneously decided, is substantively distinguishable, is not controlling on this Court, and should not be considered given the competing precedent cited herein. Page 6 of 9 D. There is N0 “Widespread” Confusion Regarding Plaintiffs’Alter Ego Claims Tasacom claims there is “widespread” confusion because Plaintiffs have attempted to conduct discovery to substantiate their alter ego allegations at trial. Def.’s Mot, 112.05. In a non— sensical argument meant to support that alter ego would confuse the jury, Tasacom avers that Plaintiffs have put the cart before the horse by focusing primarily on alter ego theories, when in reality, Plaintiffs have conducted multiple depositions, gathered significant third—party crime evidence, and have largely completed discovery as to their negligence-based claims against Tasacom. Regardless, as succinctly stated in Rio Grande Valley Gas C0. v. City of Edinburg: The prospect that a claimant will not be able to collect a judgment unless the corporate form is disregarded is part of the justification for doctrines such as alter ego and single business enterprise. That does not mean, however, that a claimant may not pursue theories for piercing the corporate veil at the same time that basic liability issues are litigated. Countless Texas cases . . . allow claimants to litigate underlying liability issues at the same time and in the same proceeding as veil- piercing theories. 59 S.W.3d 199, 210 (Tex.App.—Corpus Christi 2000, no pet.) (citations omitted). Defendants arguments in this regard are Without merit. E. Severance Would Be Highly Prejudicial to Plaintiffs Severing and abating the alter ego theories of recovery from this lawsuit would be severely prejudicial to Plaintifls because it would significantly delay recovery of any judgment against Tasacom. The evidence already discovered in this case, as well as the allegations pleaded by Plaintiffs, substantiates that Tasacom is undercapitalized, underinsured, and will be unable to satisfy a liability finding in this action, especially given the damages at issue for wrongful death and severe personal injury. Because Tasacom will be unable to satisfy any judgment, Plaintiffs should not be forced to prosecute a separate, subsequent lawsuit simply to recover the judgment against Tasacom. Page 7 of 9 Tasacom’s undercapitalization is supported by Defendant Sanjeev Jain’s (“Jain”) own testimony that he could not recall the amount of his personal contribution to the company, possibly because he never made one, but that loans had to be made by his other company, Defendant Tasacom Technologies, Inc. at his direction. Pls.’ 6th Am. Pet., 1111130, 134-135. Tasacom’s primary asset is the hotel property that is only partially owned by the company and remains wholly encumbered by a $5 million deed of trust. Id., 11143. According to Jain, the only financial safety net for general business risks associated with Tasacom is a general commercial liability policy of insurance that 1) excludes coverage for the types of injuries at issue in this lawsuit; and 2) would certainly not cover general financial indebtedness or illiquidity. Id., 1111141, 145. Tasacom also made representations early in this litigation that it would file for bankruptcy as a result of this litigation. Id., 11144. Jain admitted that Tasacom Technologies has had to make loans to Tasacom. Id., 11135. Tasacom Technologies had to pay the Franchise Application fee for the hotel at issue in this lawsuit, and over $50,000 is known, to date, to have been paid on Tasacom’s behalf without reimbursement. Id., 11134. Tasacom is unable to pay rent for its corporate headquarters. Id., 11132. Tasacom is undercapitalized and patently underinsured for the type of business it was operating and the known negligence alleged in Plaintiffs’ pleading. Thus, to force Plaintiffs to prosecute a second lawsuit following the completion of the current lawsuit is not only impermissible based on the arguments asserted herein, but severance would be extremely prejudicial to Plaintiffs. HI. CONCLUSION Based on all of the foregoing, Plaintiffs ask that Defendants’ Motion be denied in its entirety. The alter ego theories alleged in this lawsuit are not causes of action and, therefore, cannot stand on their own in a subsequent, separate lawsuit. Tasacom cites one opinion that was Page 8 of 9 erroneously decided to support its arguments and is, otherwise, not controlling precedent on this Court. Maintaining alter ego theories in the same litigation as their underlying liability claims is the norm. Defendants’ Motion must be denied, and Plaintiffs seek any further or additional relief this Court deems warranted. Respectfully Submitted, /s/ Emily Taylor /S/ Aubrey ”Nick” Pittman NURU WITHERSPOON AUBREY “NICK” PITTMAN State Bar No. 24039244 State Bar No. 16049750 witherspoon@twlglawyers.com THE PITTMAN LAW FIRM, P-C- EMILY TAYLOR 100 Crescent Court, Suite 700 State Bar N0_ 24046951 Dallas, Texas 75201-21 12 taylor@twlglawyers.com 214'459'3454 — T31€Ph0ne WITHERSPOON LAW GROUP 214'853'5912 ' Fax 5565 Deer Creek, Unit A pittman@thepittmanlawfirm.com Dallas, Texas 75228 214-773-1133 — Telephone 972-696-9982 — Fax CERTIFICATE OF SERVICE I hereby certify that on June 23, 2023, the foregoing document was submitted to the representatives of the parties, using the electronic case filing system of the court. The electronic case filing system sent a “Notice of Service” to all attorneys of record who have consented in writing to accept this Notice as service of documents by electronic means. /s/ Emily Taylor Emily Taylor Page 9 of 9 Automated Certificate of eService This automated certificate of service was created by the efiling system. 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. Brisia Mendoza on behalf of Emily Taylor Bar No. 24046951 mendoza@twlglawyers.com Envelope ID: 76920341 Filing Code Description: Response Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO CLAIMS AND UNDERLYING CLAIMS Status as of 6/26/2023 8:04 AM CST Associated Case Party: TONY EVANS Name BarNumber Email TimestampSubmitted Status Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT Nuru Witherspoon litigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT Aubrey "Nick" Pittman pittman@thepittmanlawfirm.Com 6/23/2023 3:12:12 PM SENT Associated Case Party: TASACOM REAL ESTATE, LLC Name BarNumber Email TimestampSubmitted Status Tasha LBarnes tbarnes@thompsoncoe.com 6/23/2023 3:12:12 PM SENT LISA V IvilIasenor@thompsoncoe.com 6/23/2023 3:12:12 PM SENT Associated Case Party: HAWTHORN SUITES FRANCHISING, INC. Name BarNumber Email TimestampSubmitted Status Christopher BDonovan Christopher.B.Donovan@dlapiper.com 6/23/2023 3:12:12 PM SENT Jason Hopkins 24059969 jason.hopkins@dlapiper.com 6/23/2023 3:12:12 PM SENT Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT Associated Case Party: WYNDHAM HOTELS & RESORTS, INC. Name BarNumber Email TimestampSubmitted Status Christopher BDonovan Christopher.B.Donovan@dlapiper.com 6/23/2023 3:12:12 PM SENT RoseMarie Chambers rose.chambers@dlapiper.com 6/23/2023 3:12:12 PM SENT Jason Hopkins 24059969 jason.hopkins@dlapiper.com 6/23/2023 3:12:12 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. 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. Brisia Mendoza on behalf of Emily Taylor Bar No. 24046951 mendoza@twlglawyers.com Envelope ID: 76920341 Filing Code Description: Response Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO CLAIMS AND UNDERLYING CLAIMS Status as of 6/26/2023 8:04 AM CST Associated Case Party: WYNDHAM HOTELS & RESORTS, INC. Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT Judy Calderon judy.calderon@dlapiper.com 6/23/2023 3:12:12 PM SENT Sherry Faulkner Sherry.Faulkner@us.dlapiper.com 6/23/2023 3:12:12 PM SENT Sally Jones sally.jones@dlapiper.com 6/23/2023 3:12:12 PM SENT Taylor Reed Taylor.reed@us.dlapiper.com 6/23/2023 3:12:12 PM SENT Associated Case Party: T. E. Name BarNumber Email TimestampSubmitted Status Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT Nuru Witherspoon litigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT Aubrey "Nick" Pittman pittman@thepittmanlawfirm.com 6/23/2023 3:12:12 PM SENT Associated Case Party: ARETHA EVANS Name BarN um ber Email TimestampSubmitted Status Emily Taylor taylor@twlglawyers.com 6/23/2023 3:12:12 PM SENT Nuru Witherspoon Iitigation@twlglawyers.com 6/23/2023 3:12:12 PM SENT Aubrey "Nick" Pittman pittman@thepittmanlawfirm.com 6/23/2023 3:12:12 PM SENT Associated Case Party: MOHAMMADSADIQNOSHAHI Name BarNumber Email TimestampSubmitted Status Ronald DHinds rdhinds@verizon.net 6/23/2023 3:12:12 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. 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. Brisia Mendoza on behalf of Emily Taylor Bar No. 24046951 mendoza@twlglawyers.com Envelope ID: 76920341 Filing Code Description: Response Filing Description: TO MOTION TO SEVER AND ABATE ALTER EGO CLAIMS AND UNDERLYING CLAIMS Status as of 6/26/2023 8:04 AM CST Associated Case Party: TASACOM TECHNOLOGIES INC Name BarNumber Email TimestampSubmitted Status Benjamin Dunn bdunn@thompsoncoe.com 6/23/2023 3:12:12 PM SENT Associated Case Party: MMAROOFUL CHOUDHURY Name BarNumber Email TimestampSubmitted Status Morgan Wells mwells@thompsoncoe.com 6/23/2023 3:12:12 PM SENT