On August 24, 2021 a
Answer
was filed
involving a dispute between
635 Gravois Road Leasing Llc,
635 Gravois Road Real Estate Llc,
Milton 635 Gravois Road Llc,
and
Rbr Real Estate Holdings, Llc,
Trt Holdings, Inc.,
Zeitsiff, Adam,
Zelman, Brian,
for CNTR CNSMR COM DEBT
in the District Court of Dallas County.
Preview
FILED
10/14/2022 3:12 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Lafonda Sims DEPUTY
CAUSE N0. Dom-11406
MILTON 635 GRAVOIS ROAD LLC, 1N THE DISTRICT COURT
635 GRAVOIs ROAD LEASING LLC,
and 635 GRAVOIS ROAD REAL
ESTATE, LLC,
Plaintiffs,
v. 44TH JUDICIAL DISTRICT
TRT HOLDINGS, INC, RBR REAL
ESTATE HOLDINGS, LLC, BRIAN
ZELMAN, and ADAM ZEITSIFF,
Defendants. DALLAS COUNTY, TEXAS
PLAINTIFFS' AMENDED ANSWER TO
DEFENDANT'S COUNTERCLAIM
Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois
Road Real Estate, LLC ("Plaintiffs") files this Original Answer to Defendant RBR Real Estate
Holdings, LLC's ("Defendant RBR") Counterclaim, as follows:
A.
1. Pursuant to Rule 92 of the Texas Rules of Civil Procedure, Plaintiffs deny all the
material allegations contained in Defendant RBR's Counterclaim, and request the Court to require
Defendant RBR to prove each and every allegation by a preponderance of the evidence as required
by Texas law.
B. SPECIAL DENIALS
2. Plaintiffs specifically deny that they have alleged that any other person or party is
responsible for any debts, liabilities, or obligations of Defendant RBR under the PSA.
3. Plaintiffs specifically deny that they have alleged that Defendant RBR breached the
PSA.
PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 1
9644111v1 (7220800006000)
4. Plaintiffs specifically deny that they have alleged that any other person or party is an
alter ego of Defendant RBR or is vicariously, derivatively or otherwise liable for any debts, liabilities
or obligations of Defendant RBR under the PSA.
C. AFFIRMATIVE DEFENSES
5. Defendant RBR's clairns are barred in Whole or in part due to fraud.
6. Defendant RBR's claims are barred in Whole or in part because all of the Defendants
are independently liable for their own fraud, fraudulent misrepresentations, and fraudulent
omissions.
7. Defendant RBR's claims are barred in Whole or in part due to offset, set off or
counterclaim.
8. Defendant RBR's claims are barred in whole or in part because Defendant RBR has
or will not suffer any recoverable damages or loss by reason of any conduct of Defendants.
9. Defendant RBR's claims are barred in Whole or in part because Defendant RBR is
not and Will never be entitled to any affirmative monetary recovery under the terms of the PSA
which is required prior to recovery pursuant to §20.4 of the PSA.
WHEREFORE, PREMISES CONSIDERED, Plaintiffs respectfully pray that the
Counterclaim be dismissed With prejudice to its refiling and that it be granted attorney’s fees and
costs and for such other and further relief to which it may be justly entitled.
Respectfully submitted,
KANE RUSSELL COLEMAN LOGAN PC
Byz/x/ Robert N. LeMav
Robert N. LeMay
State Bar No. 12188750
rlema krcl.com
Jaime M. DeWees
State Bar No. 24097593
PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 2
9644111v1 (72208.00006.000)
jdewees@krcl.com
Brandon Keaton
State Bar N0. 24128456
bkeatonngrclxom
901 Main Street, Suite 5200
Dallas, Texas 75202
(214) 777—4200
(214) 777-4299 — Facsimile
ATTORNEYS FOR PLAINTIFFS
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of the foregoing document has
been served upon the following counsel of record, on the 14th day of October, 2022:
VIA E-FILE
Elliot Strader
Xakema Henderson
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, Texas 75201
elliot.strader@akerrnan.com
xakema.hendersonQQakermancom
ATTORNEYS FOR DEFENDANTS
/:/ Robm‘ N. LeMav
Robert N. LeMay
PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 3
9644111v1 (72208.00006.000)
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.
Teresa Rowe on behalf of Robert LeMay
Bar No. 12188750
trowe@krcl.com
Envelope ID: 69243990
Status as of 10/17/2022 8:42 AM CST
Associated Case Party: MILTON 635 GRAVOIS ROAD LLC
Name BarNumber Email TimestampSubmitted Status
Robert LeMay rlemay@krcl.com 10/14/2022 3:12:29 PM SENT
Jaime DeWees jdewees@krcl.com 10/14/2022 3:12:29 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.
Teresa Rowe on behalf of Robert LeMay
Bar No. 12188750
trowe@krcl.com
Envelope ID: 69243990
Status as of 10/17/2022 8:42 AM CST
Associated Case Party: TRT HOLDINGS, INC.
Name BarNumber Email TimestampSubmitted Status
Elliot Strader elliot.strader@akerman.com 10/14/2022 3:12:29 PM SENT
Xakema Henderson xakema.henderson@akerman.com 10/14/2022 3:12:29 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.
Teresa Rowe on behalf of Robert LeMay
Bar No. 12188750
trowe@krcl.com
Envelope ID: 69243990
Status as of 10/17/2022 8:42 AM CST
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Teresa Rowe trowe@krcl.com 10/14/2022 3:12:29 PM SENT
Connie Nims cnims@krcl.com 10/14/2022 3:12:29 PM SENT
Document Filed Date
October 14, 2022
Case Filing Date
August 24, 2021
Category
CNTR CNSMR COM DEBT
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FILED 10/14/2022 3:12 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Lafonda Sims DEPUTY CAUSE N0. Dom-11406 MILTON 635 GRAVOIS ROAD LLC, 1N THE DISTRICT COURT 635 GRAVOIs ROAD LEASING LLC, and 635 GRAVOIS ROAD REAL ESTATE, LLC, Plaintiffs, v. 44TH JUDICIAL DISTRICT TRT HOLDINGS, INC, RBR REAL ESTATE HOLDINGS, LLC, BRIAN ZELMAN, and ADAM ZEITSIFF, Defendants. DALLAS COUNTY, TEXAS PLAINTIFFS' AMENDED ANSWER TO DEFENDANT'S COUNTERCLAIM Plaintiffs Milton 635 Gravois Road LLC, 635 Gravois Road Leasing LLC, and 635 Gravois Road Real Estate, LLC ("Plaintiffs") files this Original Answer to Defendant RBR Real Estate Holdings, LLC's ("Defendant RBR") Counterclaim, as follows: A. 1. Pursuant to Rule 92 of the Texas Rules of Civil Procedure, Plaintiffs deny all the material allegations contained in Defendant RBR's Counterclaim, and request the Court to require Defendant RBR to prove each and every allegation by a preponderance of the evidence as required by Texas law. B. SPECIAL DENIALS 2. Plaintiffs specifically deny that they have alleged that any other person or party is responsible for any debts, liabilities, or obligations of Defendant RBR under the PSA. 3. Plaintiffs specifically deny that they have alleged that Defendant RBR breached the PSA. PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 1 9644111v1 (7220800006000) 4. Plaintiffs specifically deny that they have alleged that any other person or party is an alter ego of Defendant RBR or is vicariously, derivatively or otherwise liable for any debts, liabilities or obligations of Defendant RBR under the PSA. C. AFFIRMATIVE DEFENSES 5. Defendant RBR's clairns are barred in Whole or in part due to fraud. 6. Defendant RBR's claims are barred in Whole or in part because all of the Defendants are independently liable for their own fraud, fraudulent misrepresentations, and fraudulent omissions. 7. Defendant RBR's claims are barred in Whole or in part due to offset, set off or counterclaim. 8. Defendant RBR's claims are barred in whole or in part because Defendant RBR has or will not suffer any recoverable damages or loss by reason of any conduct of Defendants. 9. Defendant RBR's claims are barred in Whole or in part because Defendant RBR is not and Will never be entitled to any affirmative monetary recovery under the terms of the PSA which is required prior to recovery pursuant to §20.4 of the PSA. WHEREFORE, PREMISES CONSIDERED, Plaintiffs respectfully pray that the Counterclaim be dismissed With prejudice to its refiling and that it be granted attorney’s fees and costs and for such other and further relief to which it may be justly entitled. Respectfully submitted, KANE RUSSELL COLEMAN LOGAN PC Byz/x/ Robert N. LeMav Robert N. LeMay State Bar No. 12188750 rlema krcl.com Jaime M. DeWees State Bar No. 24097593 PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 2 9644111v1 (72208.00006.000) jdewees@krcl.com Brandon Keaton State Bar N0. 24128456 bkeatonngrclxom 901 Main Street, Suite 5200 Dallas, Texas 75202 (214) 777—4200 (214) 777-4299 — Facsimile ATTORNEYS FOR PLAINTIFFS CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing document has been served upon the following counsel of record, on the 14th day of October, 2022: VIA E-FILE Elliot Strader Xakema Henderson AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 elliot.strader@akerrnan.com xakema.hendersonQQakermancom ATTORNEYS FOR DEFENDANTS /:/ Robm‘ N. LeMav Robert N. LeMay PLAINTIFFS AMENDED ANSWER T0 DEFENDANTS COUNTERCLAIM — Page 3 9644111v1 (72208.00006.000) 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. Teresa Rowe on behalf of Robert LeMay Bar No. 12188750 trowe@krcl.com Envelope ID: 69243990 Status as of 10/17/2022 8:42 AM CST Associated Case Party: MILTON 635 GRAVOIS ROAD LLC Name BarNumber Email TimestampSubmitted Status Robert LeMay rlemay@krcl.com 10/14/2022 3:12:29 PM SENT Jaime DeWees jdewees@krcl.com 10/14/2022 3:12:29 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. Teresa Rowe on behalf of Robert LeMay Bar No. 12188750 trowe@krcl.com Envelope ID: 69243990 Status as of 10/17/2022 8:42 AM CST Associated Case Party: TRT HOLDINGS, INC. Name BarNumber Email TimestampSubmitted Status Elliot Strader elliot.strader@akerman.com 10/14/2022 3:12:29 PM SENT Xakema Henderson xakema.henderson@akerman.com 10/14/2022 3:12:29 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. Teresa Rowe on behalf of Robert LeMay Bar No. 12188750 trowe@krcl.com Envelope ID: 69243990 Status as of 10/17/2022 8:42 AM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Teresa Rowe trowe@krcl.com 10/14/2022 3:12:29 PM SENT Connie Nims cnims@krcl.com 10/14/2022 3:12:29 PM SENT