Preview
FILED
DALLAS COUNTY
5/28/2019 5:48 PM
FELICIA PITRE
DISTRICT CLERK
Terri Kilgore
Cause No. DC-19-06208
YOLANDA M. ALLEN, § IN THE DISTRICT COURT
§
Plaintiff, §
§
v. §
§
SAMI HABASH and CHRISTINE SAHOURY, § 160th DISTRICT COURT
§
§
Defendants. § DALLAS COUNTY, TEXAS
ORIGINAL COUNTERCLAIM OF
DEFENDANTS SAMI HABASH AND CHRISTINE SAHOURY
Defendants Sami Habash and Christine Sahoury hereby file this their Original
Counterclaim against Plaintiff Yolanda M. Allen.
Facts
1. On March 21, 2019, Sami Habash and his wife, Christine Sahoury, entered into a Rule 11
agreement with Plaintiff to settle their claims against each other relating to title to the house
located at 1623 S. Westmoreland Rd. in Glenn Heights, Dallas County, Texas (“the Property”).
These claims were the basis for the prior lawsuit and counterclaims filed under Cause No. DC-
18-05024 styled Yolanda M. Allen v. Clayton J. Sams, Neo Proteus L.L.C., Sami Habash and
Christine Sahoury filed in the 160th District Court of Dallas County, Texas.
2. On March 26, 2019, a formal settlement agreement (the “Settlement Agreement”) was
signed by Plaintiff. Under the Settlement Agreement, Mr. Habash and Ms. Sahoury, the owners
of the Property, agreed to sell the Property to Plaintiff for $195,000. Mr. Habash and Ms.
Sahoury agreed to allow Plaintiff to use $14,555.33 in funds in the registry of the district and
county courts as a down payment for the purchase. The closing was to occur by April 30, 2019.
If Plaintiff failed to close by April 30, 2019, Mr. Habash and Ms. Sahoury would have the right
to seek issuance of a writ of possession under a final eviction judgment they had obtained against
Original Counterclaim of Defendants Habash and Sahoury Page 1
Plaintiff under Cause No. CC-18-02798-B styled Sami Habash v. Yolanda M. Allen in the Dallas
County Court at Law No. 2. Additionally, Plaintiff, Mr. Habash and Ms. Sahoury entered into a
broad release of their claims against each other. A true and correct copy of the Settlement
Agreement is attached to this document as Exhibit 1.
3. Plaintiff’s lender informed Plaintiff that a purchase agreement was necessary for the
closing. Contrary to Plaintiff’s allegations, Mr. Habash and Ms. Sahoury had no idea that this
would be a lender requirement. On April 2, 2019, Plaintiff sent a purchase agreement to Mr.
Habash and Ms. Sahoury. However, the price set forth in the purchase agreement was $177,000
with a down payment of $6,195.00, not $195,000 with a down payment of $14,555.33. Mr.
Habash and Ms. Sahoury immediately objected to the incorrect purchase price. It took from
April 2, 2019 until April 16, 2019 – 14 days – for Plaintiff to agree to a purchase contract with a
correct purchase price and correct down payment.
4. On April 16, 2019, Plaintiff also demanded a change in the closing date to May 15, 2019.
This constituted a material change in the terms in the Settlement Agreement, and frustrated with
Plaintiff’s delay and unreasonable demands, Mr. Habash and Ms. Sahoury refused.
5. Additionally, Plaintiff made numerous unreasonable demands in negotiating the purchase
agreement that also delayed the closing. Plaintiff, who had been living at the Property since
2017, demanded that Mr. Habash and Ms. Sahoury pay her friend Cindee Mack a broker’s fee of
3 percent for preparing the purchase agreement. Plaintiff also demanded a standard seller’s
disclosure (when only Plaintiff had lived at the Property since its construction), a paid home
warranty, and tile for her master bath. These demands, as well as Plaintiff’s demand to change
the closing date, created another 10-day delay.
6. By the time Plaintiff signed a purchase agreement, it was April 26, 2019, four days before
Original Counterclaim of Defendants Habash and Sahoury Page 2
the closing date required under the Settlement Agreement.
7. On April 30, 2019, Plaintiff failed to close. As of that date, no lender appraisal had been
done, no title commitment had been issued and no closing date was in sight. Because of
Plaintiff’s financial circumstances, Mr. Habash and Ms. Sahoury did not believe that Plaintiff
would ever be able to close and that Plaintiff’s delay tactics were an attempt to stave off the
inevitable. On May 1, 2019, Mr. Habash and Ms. Sahoury requested issuance of a writ of
possession. Despite Plaintiff’s release of claims under the Settlement Agreement and failure to
close by April 30, 2019, Plaintiff nevertheless filed a second lawsuit and sought and obtained a
TRO against Mr. Habash and Ms. Sahoury. As of the time this Original Answer was filed – May
28, 2019 – Plaintiff has not closed, Plaintiff’s FHA-required appraisal has not been released, and
despite multiple requests, Plaintiff’s lender will not provide a status.
COUNTERCLAIM
Declaratory Relief
8. Mr. Habash and Ms. Sahoury are people interested under the July 12, 2017 deed from
Clayton Sams and Neo Proteus L.L.C. to them.
9. Mr. Habash and Ms. Sahoury request that the Court make a declaration under make the
following declarations in accordance with §37.004 of the Texas Declaratory Judgments Act:
a. that Plaintiff has no equitable interest in the Property; and that
b. Mr. Habash and Ms. Sahoury hold good legal title to the Property free and clear
of any purported interest of Yolanda M. Allen.
10. In accordance with §37.009 of the Act, Mr. Habash and Ms. Sahoury also request that the
Court award them their costs and reasonable and necessary attorney’s fees as the Court deems
equitable and just.
Original Counterclaim of Defendants Habash and Sahoury Page 3
Breach of Contract
11. Mr. Habash and Ms. Sahoury reallege the facts set forth above. On March 26, 2019,
Plaintiff entered into a contract with them – the Settlement Agreement. Under the Settlement
Agreement, Plaintiff was supposed to close by April 30, 2019. If she did not close by April 30,
2019, she was supposed to move out of the Property by April 30, 2019.
12. Plaintiff failed to close on the purchase of the Property from Mr. Habash and Ms.
Sahoury by April 30, 2019. In fact, as of the time of this filing, Plaintiff has still failed to close.
Plaintiff has not moved out. Rather, Plaintiff has sued Mr. Habash and Ms. Sahoury again.
13. Additionally, Plaintiff has sued claiming an equitable interest in the Property. However,
Plaintiff released all title claims to the Property under the Settlement Agreement. This
constitutes a breach of the Settlement Agreement.
14. All conditions precedent to Mr. Habash and Ms. Sahoury’s recovery on their breach of
contract claim have occurred.
15. As a result of Plaintiff’s breach of the Settlement Agreement, Mr. Habash and Ms.
Sahoury have sustained damages in excess of the minimum jurisdiction of this Court.
Request for Relief
Therefore, Sami Habash and Christine Sahoury request that:
1. The Court award Plaintiff nothing on her claims against them;
2. The Court grant them judgment on all their claims against Plaintiff;
3. The Court award them their court costs and attorney’s fees pursuant to Chapters 37 and
38 of the Texas Civil Practice and Remedies Code; and
4. The Court grant them all such other and further relief, special or general, legal or
equitable, to which they may be shown to be justly entitled.
Original Counterclaim of Defendants Habash and Sahoury Page 4
Respectfully submitted,
/s/ Marguerite Broussard
Marguerite Broussard
Texas Bar No. 00792372
320 Decker Dr., Suite 100
Irving, Texas 75062
Telephone: (972) 719-2627
Facsimile: (972) 719-2628
mbroussard@broussardlawfirm.com
ATTORNEY FOR DEFENDANTS
SAMI HABASH AND CHRISTINE SAHOURY
Certificate of Service
I certify that a true and correct copy of the foregoing was served on all counsel of record
on May 28, 2018 by e-service in accordance with the Texas Rules of Civil Procedure.
/s/ Marguerite Broussard
Original Counterclaim of Defendants Habash and Sahoury Page 5
SETTLEMENT AGREEMENT
This Settlement Agreement (''Agreement'") is entered into by Yolanda M. Allen (''Allen'·);
Sami Habash (''Habash''): Christine Sahoury ("'Sahoury'"); Neo Proteus L.L.C. ("Neo Proteus ..);
Rick Payne (·'Payne''); and Clayton Sams ("Sams'"). The parties to this Agreement are referred
to collectively in the Agreement as "the Paities. ,. This Agreement shall be effective as of the date
last signed by any of the Pmties to it (the .. Effective Date'').
Background
In 2016, Allen hired Neo Proteus to perform construction work (''the Work'') on the interior of her
house located at 1623 S. Westmoreland Rd. in Glenn Heights, Dallas County, Texas ("the
Prope11y'·). Allen signed a promissory note for $124,000 with Neo Proteus on February 26. 20 I 6
(''the Note"). A deed conveying the Prope1ty from Allen to Neo Proteus and Sams was recorded
with the Dallas County Clerk on February 29, 2016 ("the First Deed").
On June 14, 2017, Allen signed a lease to the Property with Habash (''the Lease''). Habash
purchased the Property from Neo Proteus and Sams on July 6, 2017. A deed conveying the
Property from Neo Proteus and Sams to Habash was recorded with the Dallas County Clerk on
July 12, 2017 ("the Second Deed'·).
Allen stopped paying rent to Habash under the Lease after March 18, 2018. Habash filed an
eviction lawsuit against Allen in April 2018 (..the Eviction"). Sh011ly afterwards, Allen filed a
lawsuit in the 160th District Court of Dallas County, Texas under Cause No. DC-I 6-05024 against
the Defendants (..the Lawsuit"'). The Lawsuit challenged the validity of Habash ' s title to the
Prope1ty and alleged numerous causes of action against the Defendants including but not limited
to fraud , unjust enrichment, negligence, breach of contract and tortious interference with contract.
Habash and Sahoury asse11ed various affirmative defenses and counterclaims.
The facts at issue in the disputes among the Pa11ies are vigorously contested. Nevertheless. to
avoid the expense and uncertainty of litigation, the Pa11ies have agreed to fully compromise and
settle their claims against each other in accordance with the terms and conditions of this
Agreement.
Terms
In consideration of the mutual promises set forth in this Agreement, as well as other good
and valuable consideration, the Parties hereby agree as follows:
1. Purchase of Property. Allen agrees to purchase the Property from Habash and Sahoury
for $195,000.00 ("the Purchase Price"). All money on deposit with the registries of the court will
be applied to the Purchase Price. The clo~ing on Ms. Allen's purchase of the Property from Habash
and Sahoury ("the Closing") must occur on or before April 30, 2019.
2. Failure to Close. Allen further agrees that Habash and Sahoury shall have the right to
seek the issuance of a writ of possession if the Closing has not occurred by April 30. 2019 and
Allen has not vacated the Property by April 30, 2019.
Sr-:rrt.DIE1'T AGR[DIE:\'l' PAGE 1 OF9
Exhibit 1
3. Allen. Habash and Sahoury agree to sign all documents required for the Closing and for
the release of the funds on deposit with the registries of the court. Time is of the essence.
Furthermore. Allen agrees to disclose to Habash and Sahoury the identity. phone number and e-
mail address of the escrow ot1icer at the title company who is handling the Closing as soon as
Allen has that infomiation.
4. Release of Claims.
A. By Sarni Habash and Christine Sahoury. For and in consideration of this
Agreement and the mutual releases set fo11h herein and other good and valuable consideration.
Habash and Sahoury hereby release and forever discharge Allen and her agents, representatives.
attorneys. insurers, heirs. successors and assigns, of and from any and all demands, claims. or
causes of action. of any type or nature whatsoever, federal or state, legal or equitable. whether
known or unknown, whether foreseen or unforeseen, that they have ever had, now have or
hereinafter can. shall or may have. arising out ot: occurring during, based upon. related to.
subsequent to. or connected in any way with (1) the Work, the Property. the Note. the First Deed.
the Lease. the Second Deed, the Eviction, and/or the Lawsuit; and/or (2) any other conduct
occurring prior to the Effective Date of this Agreement. even though any injuries or damages
resulting from. relating to, or connected with any such matter, event, or thing have not yet been
manifested or discovered or have not yet occurred or been suffered. by Habash and Sahoury.
including but not limited to the causes of actions. claims or allegations described in the Eviction
and the Lawsuit, or any subsequent petition or complaint that could have been filed, including but
not limited to alleged violations of any deceptive trade practice statute. violations of any other state
or federal statute. administrative rule. regulation or code, allegations of common law or statutory
causes of action, allegations seeking recovery of actual, statutory or exemplary damages.
attorneys· fees, pre- or post-judgment interest, or allegations relating to other claims for equitable
relief. Habash and Sahoury represent, warrant and acknowledge that this release is, and is intended
to be, a general release of all claims arising prior to the Effective Date.
B. By Neo Proteus, Rick Payne and Clayton Sams. For and in consideration of this
Agreement and the mutual releases set forth herein and other good and valuable consideration.
Neo Proteus, Payne and Sams hereby release and forever discharge Allen and her agents,
representatives, attorneys, insurers, heirs. successors and assigns. of and from any and all demands.
claims. or causes of action. of any type or nature whatsoever, federal or state, legal or equitable.
whether known or unknown. whether foreseen or unforeseen, that they have ever had, now have
or hereinafter can. shall or may have arising out ot: occurring during, based upon. related to.
subsequent to, or connected in any way with (I) the Work, the Property, the Note. the First Deed.
the Lease, the Second Deed, the Eviction, and/or the Lawsuit; and/or (2) any other conduct
occurring prior to the Effective Date of this Agreement. even though any injuries or damages
resulting from, relating to, or connected with any such matter. event, or thing have not yet been
manifested or discovered or have not yet occuned or been suffered. by Neo Proteus. Payne. and/or
Sams, including but not limited to the causes of actions. claims or allegations described in the
Eviction and the Lawsuit, or any subsequent petition or complaint that could have been filed,
including but not limited to alleged violations of any deceptive trade practice statute, violations of
any other state or federal statute. administrative rule, regulation or code, allegations of common
law or statutory causes of action. allegations seeking recovery of actual, statutory or exemplary
SETTLEl\lE:\T AGRH::\IE:\T PAGE 2 OF9
damages, attorneys' fees, pre- or post-judgment interest, or allegations relating to other claims for
equitable relief. Neo Proteus, Payne, and Sams represent, warrant and acknowledge that this
release is. and is intended to be. a general release of all claims arising prior to the Effective Date.
C. By Yolanda M. Allen. For and in consideration of this Agreement and the mutual
releases set forth herein and other good and valuable consideration, Allen hereby releases and
forever discharges Habash, Sahoury, Neo Proteus, Payne. Sams and their respective ofticers,
members, affiliates, agents, employees, contractors, representatives, attorneys, insurers, heirs,
successors and assigns, from any and all demands, claims, or causes of action, of any type or nature
whatsoever, federal or state, legal or equitable, whether known or unknown, whether foreseen or
unforeseen, that they have ever had, now have or hereinafter can, shall or may have arising out ot:
occurring during. based upon. related to, subsequent to. or connected in any way with (I) the Work,
the Prope11y, the Note, the First Deed. the Lease. the Second Deed, the Eviction, and/or the
Lawsuit: and/or (2) any other conduct occurring prior to the Effective Date of this Agreement.
even though any injuries or damages resulting from, relating to. or connected with any such matter.
event, or thing have not yet been manifested or discovered or have not yet occurred or been
suffered, by Habash. Sahoury. Neo Proteus. Payne and/or Sams, including but not limited to the
causes of actions. claims or allegations described in the Eviction and the Lawsuit, or any
subsequent petition or complaint that could have been filed, including but not limited to alleged
violations of any deceptive trade practice statute, violations of any other state or federal statute,
administrative rule, regulation or code, allegations of common law or statutory causes of action.
allegations seeking recovery of actual. statutory or exemplary damages, attorneys' fees, pre- or
post-judgment interest, or other claims for equitable relief. Allen represents, warrants and
acknowledges that this release is. and is intended to be, a general release of all claims arising prior
to the Effective Date.
5. Acknowledgment. The Patties each recognize. stipulate and agree that the damages
arising out of or relating to the allegations in the Eviction and Lawsuit may become more
extensive. significant and greater than is presently expected or anticipated. This Agreement is
neve11heless a fully binding and complete settlement among the Parties. This Paragraph
specifically includes but is not limited to the release of any and all damages and/or claims arising
from the Eviction and/or the Lawsuit and any other conduct occurring prior to the Effective Date
of this Agreement, even though any injuries or damages resulting from, relating to, or connected
with any such matter, event. or thing have not yet manifested, been discovered or have not yet
occurred or been suffered.
6. Indemnity, hold harmless and duty to defend.
A. By Sarni Habash and Christine Sahoury. Habash and Sahoury hereby agree to
indemnify, defend and hold harmless Allen from any and all claims, causes of actions, debts.
and/or liabilities asse11ed against her by. through, or by reason ofassignment of their claims against
Allen.
B. By Neo Proteus, Rick Payne and Clayton Sams. Neo Proteus, Payne and Sams
hereby agree to indemnify, defend and hold harmless Allen from any and all claims. causes of
SETTI .E\IE'iT AGREEl\lE'iT P.-\GE3 OF9
actions, debts, and/or liabilities asse11ed against her by, through, or by reason of assignment of
their claims against Allen.
C. Bv Yolanda M. Allen. Allen hereby agrees to indemnify, defend and hold
harmless Habash, Sahoury, Neo Proteus, Payne and/or Sams from any and all claims, causes of
actions, debts, and/or liabilities asserted against any of them by, through or by reason of assignment
of any of her claims against any of them.
7. Representation regarding assignment. The Parties each represent that they have not
assigned or transfened any of the claims or causes of action released by them herein and represent
that each of them is authorized to enter into this Agreement in the capacities stated herein.
8. Non-disparagement. From and after the Effective Date of this Agreement, the Pm1ies to
this Agreement agree not to make any statement that is intended to become public, or that should
reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise
derogatory of any other pm1y to this Agreement. The Parties to this Agreement further agree not
to make any communication to any third party that would, or is reasonably likely to, disparage,
create a negative impression of~ or in any way be harmful to the business or business reputation of
any of the Parties to this Agreement. This includes but is not limited to social media posts, on line
reviews or comments, and/or communications to current or prospective employers, customers,
business affiliates and/or professional associations.
9. Attorneys' fees and court costs. The Parties hereby agree that all attorneys· fees and
court costs incurred shall be borne by the party incurring them.
l 0. Denial of Liability. The Parties hereby agree that neither the giving of any consideration
under this Agreement nor the settlement and release provided in this Agreement shall operate as
or be construed as evidence of any admission of liability, fault or damage for any claim hereby
released. The Pm1ies further agree that, by the execution of this Agreement, the Pm1ies do not
admit the truthfulness of any of the claims or allegations made by either pm1y and such claims,
allegations and liability have been, and are hereby expressly denied by each of the Parties.
11. Advice of Counsel. Each party to this Agreement is represented by an attorney of their
own choosing. Each party fu11her represents that they have had a full opportunity to read and
negotiate this Agreement. The Parties also represent that they are freely and voluntarily accepting
the terms of this Agreement for the purpose of making a full. final and complete compromise in
settlement of the matters released in thi s Agreement.
12. Enforcement. The Parties also agree that if it becomes necessary for any of them to file
any action in connection with this Agreement including, without limitation, to enforce any breach
of this Agreement, any such lawsuit will be filed in a com1 of competent jurisdiction in Dallas
County, Texas.
13. Applicable Law. The terms and provisions of this Agreement shall be governed by and
construed in accordm1ce with the laws of the State of Texas.
SETTLE'.\!El\T AGREEMEYf PAG E 4 OF9
14. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of
the Patties and their respective heirs, legal representatives, successors and assigns: provided,
however, that the foregoing shall not be construed to confer any right, title, benefit, cause of action
or remedy upon any person or entity not a patty hereto, which such party would not or did not
otherwise possess.
15. Construction. Whenever the context of this Agreement so requires, reference to the
singular shall include the plural and likewise, the plural shall include the singular: words denoting
gender shall be construed to mean the masculine, feminine or neuter, as appropriate: and specific
enumeration shall not exclude the general but shall be construed as cumulative of the general
recitation. Additionally, the language used in this Agreement is chosen jointly by the Patties to
express their mutual intent and no rule of construction will be applied against any Party, including
any rule of draftsmanship. The Patties hereby expressly agree that any uncertainty or ambiguity
existing herein shall not be interpreted against any of them. Except as expressly limited by this
paragraph, all of the applicable rules of contract interpretation shall govern interpretation of any
unce1tainty or ambiguity.
16. Amendment. The provisions of this Agreement may be amended or waived only by an
instrument in writing signed by each of the Parties.
17. Severability. If any clause or provision of this Agreement is or should ever be held to be
illegal, invalid or unenforceable under any present or future law applicable to the terms of this
Agreement, then and in that event, it is the intention of the Parties that the remainder of this
Agreement shall not be affected and that in lieu of each such clause or provision of this Agreement
that is illegal. invalid or unenforceable, such clause or provision shall be judicially construed and
interpreted to be as similar in substance and content to such illegal, invalid or unenforceable clause
or provision, as the context thereof would reasonably suggest, so as to thereafter be legal, valid
and enforceable.
18. Counterparts. To facilitate execution. this Agreement may be executed in as many
counterparts as may be convenient or required, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. It shall not be necessary in making
proof of this Agreement to produce or account for more than a single counterpatt containing the
respective signatures ot: or on behalf ot: each of the Parties.
19. No Oral Agreements. The Pa1ties acknowledge that they are not relying on any
agreement, representation or warranty in entering into this Agreement, other than the agreements
expressly and specifically set forth in this Agreement. This Agreement represents the final
agreement between the Patties about the subject matter set forth in it, and may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreement of the Parties. There are no
unwritten oral agreements between the Parties relating to this Agreement.
20. Scanned or Faxed Signatures Binding. In order to expedite this Agreement, scanned or
faxed signatures may be used in place of original signatures on this Agreement and shall have the
same legal effect as original signatures. The Pa1ties hereby waive any defenses to the enforcement
of the tem1s of this Agreement based on the form of the signature(s).
SETTI.E\IF.:'\T AGREBIE:'\T PAGE 5 OF9
21. Dismissal Documents. Within three days of the execution of this Agreement in full. the
Parties agree to submit an agreed motion to dismiss their claims against one another in the Lawsuit.
as well as an agreed order, to the court.
This Agreement shall be of no force or effect unless and until fully executed by all of the
Pru1ies to it.
SIGNATURES
Date
Rick Payne Date
Clayton Sams Date
Neo Proteus L.L.C.
By: Rick Payne Date
Its Managing Member
Yolanda M. Allen Date
SETl'I .DIE:'iT AGREDIE:\T PAGE 6 OF 9
State of Texas §
§
(ol l,n County §
BEFORE ME, the undersigned authority. on this day personally appeared Sarni Habash.
who is known by me to be the person whose name is signed above. Upon his oath. Mr. Habash
stated that he has read the foregoing Agreement and is executing it for the purposes and
consideration set forth in it..
TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this 112_
day of March, 2019.
Notary Public. State of Texas
ANDREW TROUT
Notary 1D 130667205
State of Texas § My Commission Expires
§ May 18, 2020
Co//,~ County §
BEFORE ME. the undersigned authority. on this day personally appeared Christine
Sahoury. who is known by me to be the person whose name is signed above. Upon her oath. Ms.
Sahoury stated that she has read the foregoing Agreement and is executing it for the purposes and
consideration set forth in it.
TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this d- kJ
day of March, 2019.
Notary Public. State of Texas
ANDREW TROUT
Notary ID 130667205
My Commission Expires
May 18, 2020
Sl·Tll.EME'iT AGREDIE:\T PAGE70F9
same legal effect as original signatures. The Parties hereby waive any defenses to the
enforcement of the terms of this Agreement based on the form of the signature(s).
21. Dismissal Documents. Within three days of the execution of this Agreement in full, the
Parties agree to submit an agreed motion to dismiss their claims against one another in the
Lawsuit, as well as an agreed order, to the court.
This Agreement shall be of no force or effect unless and until fully executed by all of the
Parties to it.
SIGNATURES
Sarni Habash Date
Christine Sahoury Date
Rick' Payne Date
Date
Neo Proteus L.L.C.
2
By: Rick Payne Date
Its Managing Member
Yolanda M. Allen Date
SETTLEMENT AGREEMENT PAGE60F4
State of Texas §
§
I);z,I ltLS County §
BEFORE ME, the undersigned authority, on this day personally appeared Rick Payne,
who is known by me to be the person whose name is signed above. Upon his oath, Mr. Payne
stated that he is the managing member of Neo Proteus L.L.C., he has read the foregoing
Agreement, and that he is executing it individually and on behalf ofNeo Proteus L.L.C. for the
purposes and consideration set forth in it.
TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this ~G,:,
Preview
FILED DALLAS COUNTY 5/28/2019 5:48 PM FELICIA PITRE DISTRICT CLERK Terri Kilgore Cause No. DC-19-06208 YOLANDA M. ALLEN, § IN THE DISTRICT COURT § Plaintiff, § § v. § § SAMI HABASH and CHRISTINE SAHOURY, § 160th DISTRICT COURT § § Defendants. § DALLAS COUNTY, TEXAS ORIGINAL COUNTERCLAIM OF DEFENDANTS SAMI HABASH AND CHRISTINE SAHOURY Defendants Sami Habash and Christine Sahoury hereby file this their Original Counterclaim against Plaintiff Yolanda M. Allen. Facts 1. On March 21, 2019, Sami Habash and his wife, Christine Sahoury, entered into a Rule 11 agreement with Plaintiff to settle their claims against each other relating to title to the house located at 1623 S. Westmoreland Rd. in Glenn Heights, Dallas County, Texas (“the Property”). These claims were the basis for the prior lawsuit and counterclaims filed under Cause No. DC- 18-05024 styled Yolanda M. Allen v. Clayton J. Sams, Neo Proteus L.L.C., Sami Habash and Christine Sahoury filed in the 160th District Court of Dallas County, Texas. 2. On March 26, 2019, a formal settlement agreement (the “Settlement Agreement”) was signed by Plaintiff. Under the Settlement Agreement, Mr. Habash and Ms. Sahoury, the owners of the Property, agreed to sell the Property to Plaintiff for $195,000. Mr. Habash and Ms. Sahoury agreed to allow Plaintiff to use $14,555.33 in funds in the registry of the district and county courts as a down payment for the purchase. The closing was to occur by April 30, 2019. If Plaintiff failed to close by April 30, 2019, Mr. Habash and Ms. Sahoury would have the right to seek issuance of a writ of possession under a final eviction judgment they had obtained against Original Counterclaim of Defendants Habash and Sahoury Page 1 Plaintiff under Cause No. CC-18-02798-B styled Sami Habash v. Yolanda M. Allen in the Dallas County Court at Law No. 2. Additionally, Plaintiff, Mr. Habash and Ms. Sahoury entered into a broad release of their claims against each other. A true and correct copy of the Settlement Agreement is attached to this document as Exhibit 1. 3. Plaintiff’s lender informed Plaintiff that a purchase agreement was necessary for the closing. Contrary to Plaintiff’s allegations, Mr. Habash and Ms. Sahoury had no idea that this would be a lender requirement. On April 2, 2019, Plaintiff sent a purchase agreement to Mr. Habash and Ms. Sahoury. However, the price set forth in the purchase agreement was $177,000 with a down payment of $6,195.00, not $195,000 with a down payment of $14,555.33. Mr. Habash and Ms. Sahoury immediately objected to the incorrect purchase price. It took from April 2, 2019 until April 16, 2019 – 14 days – for Plaintiff to agree to a purchase contract with a correct purchase price and correct down payment. 4. On April 16, 2019, Plaintiff also demanded a change in the closing date to May 15, 2019. This constituted a material change in the terms in the Settlement Agreement, and frustrated with Plaintiff’s delay and unreasonable demands, Mr. Habash and Ms. Sahoury refused. 5. Additionally, Plaintiff made numerous unreasonable demands in negotiating the purchase agreement that also delayed the closing. Plaintiff, who had been living at the Property since 2017, demanded that Mr. Habash and Ms. Sahoury pay her friend Cindee Mack a broker’s fee of 3 percent for preparing the purchase agreement. Plaintiff also demanded a standard seller’s disclosure (when only Plaintiff had lived at the Property since its construction), a paid home warranty, and tile for her master bath. These demands, as well as Plaintiff’s demand to change the closing date, created another 10-day delay. 6. By the time Plaintiff signed a purchase agreement, it was April 26, 2019, four days before Original Counterclaim of Defendants Habash and Sahoury Page 2 the closing date required under the Settlement Agreement. 7. On April 30, 2019, Plaintiff failed to close. As of that date, no lender appraisal had been done, no title commitment had been issued and no closing date was in sight. Because of Plaintiff’s financial circumstances, Mr. Habash and Ms. Sahoury did not believe that Plaintiff would ever be able to close and that Plaintiff’s delay tactics were an attempt to stave off the inevitable. On May 1, 2019, Mr. Habash and Ms. Sahoury requested issuance of a writ of possession. Despite Plaintiff’s release of claims under the Settlement Agreement and failure to close by April 30, 2019, Plaintiff nevertheless filed a second lawsuit and sought and obtained a TRO against Mr. Habash and Ms. Sahoury. As of the time this Original Answer was filed – May 28, 2019 – Plaintiff has not closed, Plaintiff’s FHA-required appraisal has not been released, and despite multiple requests, Plaintiff’s lender will not provide a status. COUNTERCLAIM Declaratory Relief 8. Mr. Habash and Ms. Sahoury are people interested under the July 12, 2017 deed from Clayton Sams and Neo Proteus L.L.C. to them. 9. Mr. Habash and Ms. Sahoury request that the Court make a declaration under make the following declarations in accordance with §37.004 of the Texas Declaratory Judgments Act: a. that Plaintiff has no equitable interest in the Property; and that b. Mr. Habash and Ms. Sahoury hold good legal title to the Property free and clear of any purported interest of Yolanda M. Allen. 10. In accordance with §37.009 of the Act, Mr. Habash and Ms. Sahoury also request that the Court award them their costs and reasonable and necessary attorney’s fees as the Court deems equitable and just. Original Counterclaim of Defendants Habash and Sahoury Page 3 Breach of Contract 11. Mr. Habash and Ms. Sahoury reallege the facts set forth above. On March 26, 2019, Plaintiff entered into a contract with them – the Settlement Agreement. Under the Settlement Agreement, Plaintiff was supposed to close by April 30, 2019. If she did not close by April 30, 2019, she was supposed to move out of the Property by April 30, 2019. 12. Plaintiff failed to close on the purchase of the Property from Mr. Habash and Ms. Sahoury by April 30, 2019. In fact, as of the time of this filing, Plaintiff has still failed to close. Plaintiff has not moved out. Rather, Plaintiff has sued Mr. Habash and Ms. Sahoury again. 13. Additionally, Plaintiff has sued claiming an equitable interest in the Property. However, Plaintiff released all title claims to the Property under the Settlement Agreement. This constitutes a breach of the Settlement Agreement. 14. All conditions precedent to Mr. Habash and Ms. Sahoury’s recovery on their breach of contract claim have occurred. 15. As a result of Plaintiff’s breach of the Settlement Agreement, Mr. Habash and Ms. Sahoury have sustained damages in excess of the minimum jurisdiction of this Court. Request for Relief Therefore, Sami Habash and Christine Sahoury request that: 1. The Court award Plaintiff nothing on her claims against them; 2. The Court grant them judgment on all their claims against Plaintiff; 3. The Court award them their court costs and attorney’s fees pursuant to Chapters 37 and 38 of the Texas Civil Practice and Remedies Code; and 4. The Court grant them all such other and further relief, special or general, legal or equitable, to which they may be shown to be justly entitled. Original Counterclaim of Defendants Habash and Sahoury Page 4 Respectfully submitted, /s/ Marguerite Broussard Marguerite Broussard Texas Bar No. 00792372 320 Decker Dr., Suite 100 Irving, Texas 75062 Telephone: (972) 719-2627 Facsimile: (972) 719-2628 mbroussard@broussardlawfirm.com ATTORNEY FOR DEFENDANTS SAMI HABASH AND CHRISTINE SAHOURY Certificate of Service I certify that a true and correct copy of the foregoing was served on all counsel of record on May 28, 2018 by e-service in accordance with the Texas Rules of Civil Procedure. /s/ Marguerite Broussard Original Counterclaim of Defendants Habash and Sahoury Page 5 SETTLEMENT AGREEMENT This Settlement Agreement (''Agreement'") is entered into by Yolanda M. Allen (''Allen'·); Sami Habash (''Habash''): Christine Sahoury ("'Sahoury'"); Neo Proteus L.L.C. ("Neo Proteus ..); Rick Payne (·'Payne''); and Clayton Sams ("Sams'"). The parties to this Agreement are referred to collectively in the Agreement as "the Paities. ,. This Agreement shall be effective as of the date last signed by any of the Pmties to it (the .. Effective Date''). Background In 2016, Allen hired Neo Proteus to perform construction work (''the Work'') on the interior of her house located at 1623 S. Westmoreland Rd. in Glenn Heights, Dallas County, Texas ("the Prope11y'·). Allen signed a promissory note for $124,000 with Neo Proteus on February 26. 20 I 6 (''the Note"). A deed conveying the Prope1ty from Allen to Neo Proteus and Sams was recorded with the Dallas County Clerk on February 29, 2016 ("the First Deed"). On June 14, 2017, Allen signed a lease to the Property with Habash (''the Lease''). Habash purchased the Property from Neo Proteus and Sams on July 6, 2017. A deed conveying the Property from Neo Proteus and Sams to Habash was recorded with the Dallas County Clerk on July 12, 2017 ("the Second Deed'·). Allen stopped paying rent to Habash under the Lease after March 18, 2018. Habash filed an eviction lawsuit against Allen in April 2018 (..the Eviction"). Sh011ly afterwards, Allen filed a lawsuit in the 160th District Court of Dallas County, Texas under Cause No. DC-I 6-05024 against the Defendants (..the Lawsuit"'). The Lawsuit challenged the validity of Habash ' s title to the Prope1ty and alleged numerous causes of action against the Defendants including but not limited to fraud , unjust enrichment, negligence, breach of contract and tortious interference with contract. Habash and Sahoury asse11ed various affirmative defenses and counterclaims. The facts at issue in the disputes among the Pa11ies are vigorously contested. Nevertheless. to avoid the expense and uncertainty of litigation, the Pa11ies have agreed to fully compromise and settle their claims against each other in accordance with the terms and conditions of this Agreement. Terms In consideration of the mutual promises set forth in this Agreement, as well as other good and valuable consideration, the Parties hereby agree as follows: 1. Purchase of Property. Allen agrees to purchase the Property from Habash and Sahoury for $195,000.00 ("the Purchase Price"). All money on deposit with the registries of the court will be applied to the Purchase Price. The clo~ing on Ms. Allen's purchase of the Property from Habash and Sahoury ("the Closing") must occur on or before April 30, 2019. 2. Failure to Close. Allen further agrees that Habash and Sahoury shall have the right to seek the issuance of a writ of possession if the Closing has not occurred by April 30. 2019 and Allen has not vacated the Property by April 30, 2019. Sr-:rrt.DIE1'T AGR[DIE:\'l' PAGE 1 OF9 Exhibit 1 3. Allen. Habash and Sahoury agree to sign all documents required for the Closing and for the release of the funds on deposit with the registries of the court. Time is of the essence. Furthermore. Allen agrees to disclose to Habash and Sahoury the identity. phone number and e- mail address of the escrow ot1icer at the title company who is handling the Closing as soon as Allen has that infomiation. 4. Release of Claims. A. By Sarni Habash and Christine Sahoury. For and in consideration of this Agreement and the mutual releases set fo11h herein and other good and valuable consideration. Habash and Sahoury hereby release and forever discharge Allen and her agents, representatives. attorneys. insurers, heirs. successors and assigns, of and from any and all demands, claims. or causes of action. of any type or nature whatsoever, federal or state, legal or equitable. whether known or unknown, whether foreseen or unforeseen, that they have ever had, now have or hereinafter can. shall or may have. arising out ot: occurring during, based upon. related to. subsequent to. or connected in any way with (1) the Work, the Property. the Note. the First Deed. the Lease. the Second Deed, the Eviction, and/or the Lawsuit; and/or (2) any other conduct occurring prior to the Effective Date of this Agreement. even though any injuries or damages resulting from. relating to, or connected with any such matter, event, or thing have not yet been manifested or discovered or have not yet occurred or been suffered. by Habash and Sahoury. including but not limited to the causes of actions. claims or allegations described in the Eviction and the Lawsuit, or any subsequent petition or complaint that could have been filed, including but not limited to alleged violations of any deceptive trade practice statute. violations of any other state or federal statute. administrative rule. regulation or code, allegations of common law or statutory causes of action, allegations seeking recovery of actual, statutory or exemplary damages. attorneys· fees, pre- or post-judgment interest, or allegations relating to other claims for equitable relief. Habash and Sahoury represent, warrant and acknowledge that this release is, and is intended to be, a general release of all claims arising prior to the Effective Date. B. By Neo Proteus, Rick Payne and Clayton Sams. For and in consideration of this Agreement and the mutual releases set forth herein and other good and valuable consideration. Neo Proteus, Payne and Sams hereby release and forever discharge Allen and her agents, representatives, attorneys, insurers, heirs. successors and assigns. of and from any and all demands. claims. or causes of action. of any type or nature whatsoever, federal or state, legal or equitable. whether known or unknown. whether foreseen or unforeseen, that they have ever had, now have or hereinafter can. shall or may have arising out ot: occurring during, based upon. related to. subsequent to, or connected in any way with (I) the Work, the Property, the Note. the First Deed. the Lease, the Second Deed, the Eviction, and/or the Lawsuit; and/or (2) any other conduct occurring prior to the Effective Date of this Agreement. even though any injuries or damages resulting from, relating to, or connected with any such matter. event, or thing have not yet been manifested or discovered or have not yet occuned or been suffered. by Neo Proteus. Payne. and/or Sams, including but not limited to the causes of actions. claims or allegations described in the Eviction and the Lawsuit, or any subsequent petition or complaint that could have been filed, including but not limited to alleged violations of any deceptive trade practice statute, violations of any other state or federal statute. administrative rule, regulation or code, allegations of common law or statutory causes of action. allegations seeking recovery of actual, statutory or exemplary SETTLEl\lE:\T AGRH::\IE:\T PAGE 2 OF9 damages, attorneys' fees, pre- or post-judgment interest, or allegations relating to other claims for equitable relief. Neo Proteus, Payne, and Sams represent, warrant and acknowledge that this release is. and is intended to be. a general release of all claims arising prior to the Effective Date. C. By Yolanda M. Allen. For and in consideration of this Agreement and the mutual releases set forth herein and other good and valuable consideration, Allen hereby releases and forever discharges Habash, Sahoury, Neo Proteus, Payne. Sams and their respective ofticers, members, affiliates, agents, employees, contractors, representatives, attorneys, insurers, heirs, successors and assigns, from any and all demands, claims, or causes of action, of any type or nature whatsoever, federal or state, legal or equitable, whether known or unknown, whether foreseen or unforeseen, that they have ever had, now have or hereinafter can, shall or may have arising out ot: occurring during. based upon. related to, subsequent to. or connected in any way with (I) the Work, the Prope11y, the Note, the First Deed. the Lease. the Second Deed, the Eviction, and/or the Lawsuit: and/or (2) any other conduct occurring prior to the Effective Date of this Agreement. even though any injuries or damages resulting from, relating to. or connected with any such matter. event, or thing have not yet been manifested or discovered or have not yet occurred or been suffered, by Habash. Sahoury. Neo Proteus. Payne and/or Sams, including but not limited to the causes of actions. claims or allegations described in the Eviction and the Lawsuit, or any subsequent petition or complaint that could have been filed, including but not limited to alleged violations of any deceptive trade practice statute, violations of any other state or federal statute, administrative rule, regulation or code, allegations of common law or statutory causes of action. allegations seeking recovery of actual. statutory or exemplary damages, attorneys' fees, pre- or post-judgment interest, or other claims for equitable relief. Allen represents, warrants and acknowledges that this release is. and is intended to be, a general release of all claims arising prior to the Effective Date. 5. Acknowledgment. The Patties each recognize. stipulate and agree that the damages arising out of or relating to the allegations in the Eviction and Lawsuit may become more extensive. significant and greater than is presently expected or anticipated. This Agreement is neve11heless a fully binding and complete settlement among the Parties. This Paragraph specifically includes but is not limited to the release of any and all damages and/or claims arising from the Eviction and/or the Lawsuit and any other conduct occurring prior to the Effective Date of this Agreement, even though any injuries or damages resulting from, relating to, or connected with any such matter, event. or thing have not yet manifested, been discovered or have not yet occurred or been suffered. 6. Indemnity, hold harmless and duty to defend. A. By Sarni Habash and Christine Sahoury. Habash and Sahoury hereby agree to indemnify, defend and hold harmless Allen from any and all claims, causes of actions, debts. and/or liabilities asse11ed against her by. through, or by reason ofassignment of their claims against Allen. B. By Neo Proteus, Rick Payne and Clayton Sams. Neo Proteus, Payne and Sams hereby agree to indemnify, defend and hold harmless Allen from any and all claims. causes of SETTI .E\IE'iT AGREEl\lE'iT P.-\GE3 OF9 actions, debts, and/or liabilities asse11ed against her by, through, or by reason of assignment of their claims against Allen. C. Bv Yolanda M. Allen. Allen hereby agrees to indemnify, defend and hold harmless Habash, Sahoury, Neo Proteus, Payne and/or Sams from any and all claims, causes of actions, debts, and/or liabilities asserted against any of them by, through or by reason of assignment of any of her claims against any of them. 7. Representation regarding assignment. The Parties each represent that they have not assigned or transfened any of the claims or causes of action released by them herein and represent that each of them is authorized to enter into this Agreement in the capacities stated herein. 8. Non-disparagement. From and after the Effective Date of this Agreement, the Pm1ies to this Agreement agree not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of any other pm1y to this Agreement. The Parties to this Agreement further agree not to make any communication to any third party that would, or is reasonably likely to, disparage, create a negative impression of~ or in any way be harmful to the business or business reputation of any of the Parties to this Agreement. This includes but is not limited to social media posts, on line reviews or comments, and/or communications to current or prospective employers, customers, business affiliates and/or professional associations. 9. Attorneys' fees and court costs. The Parties hereby agree that all attorneys· fees and court costs incurred shall be borne by the party incurring them. l 0. Denial of Liability. The Parties hereby agree that neither the giving of any consideration under this Agreement nor the settlement and release provided in this Agreement shall operate as or be construed as evidence of any admission of liability, fault or damage for any claim hereby released. The Pm1ies further agree that, by the execution of this Agreement, the Pm1ies do not admit the truthfulness of any of the claims or allegations made by either pm1y and such claims, allegations and liability have been, and are hereby expressly denied by each of the Parties. 11. Advice of Counsel. Each party to this Agreement is represented by an attorney of their own choosing. Each party fu11her represents that they have had a full opportunity to read and negotiate this Agreement. The Parties also represent that they are freely and voluntarily accepting the terms of this Agreement for the purpose of making a full. final and complete compromise in settlement of the matters released in thi s Agreement. 12. Enforcement. The Parties also agree that if it becomes necessary for any of them to file any action in connection with this Agreement including, without limitation, to enforce any breach of this Agreement, any such lawsuit will be filed in a com1 of competent jurisdiction in Dallas County, Texas. 13. Applicable Law. The terms and provisions of this Agreement shall be governed by and construed in accordm1ce with the laws of the State of Texas. SETTLE'.\!El\T AGREEMEYf PAG E 4 OF9 14. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the Patties and their respective heirs, legal representatives, successors and assigns: provided, however, that the foregoing shall not be construed to confer any right, title, benefit, cause of action or remedy upon any person or entity not a patty hereto, which such party would not or did not otherwise possess. 15. Construction. Whenever the context of this Agreement so requires, reference to the singular shall include the plural and likewise, the plural shall include the singular: words denoting gender shall be construed to mean the masculine, feminine or neuter, as appropriate: and specific enumeration shall not exclude the general but shall be construed as cumulative of the general recitation. Additionally, the language used in this Agreement is chosen jointly by the Patties to express their mutual intent and no rule of construction will be applied against any Party, including any rule of draftsmanship. The Patties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against any of them. Except as expressly limited by this paragraph, all of the applicable rules of contract interpretation shall govern interpretation of any unce1tainty or ambiguity. 16. Amendment. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by each of the Parties. 17. Severability. If any clause or provision of this Agreement is or should ever be held to be illegal, invalid or unenforceable under any present or future law applicable to the terms of this Agreement, then and in that event, it is the intention of the Parties that the remainder of this Agreement shall not be affected and that in lieu of each such clause or provision of this Agreement that is illegal. invalid or unenforceable, such clause or provision shall be judicially construed and interpreted to be as similar in substance and content to such illegal, invalid or unenforceable clause or provision, as the context thereof would reasonably suggest, so as to thereafter be legal, valid and enforceable. 18. Counterparts. To facilitate execution. this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpatt containing the respective signatures ot: or on behalf ot: each of the Parties. 19. No Oral Agreements. The Pa1ties acknowledge that they are not relying on any agreement, representation or warranty in entering into this Agreement, other than the agreements expressly and specifically set forth in this Agreement. This Agreement represents the final agreement between the Patties about the subject matter set forth in it, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the Parties. There are no unwritten oral agreements between the Parties relating to this Agreement. 20. Scanned or Faxed Signatures Binding. In order to expedite this Agreement, scanned or faxed signatures may be used in place of original signatures on this Agreement and shall have the same legal effect as original signatures. The Pa1ties hereby waive any defenses to the enforcement of the tem1s of this Agreement based on the form of the signature(s). SETTI.E\IF.:'\T AGREBIE:'\T PAGE 5 OF9 21. Dismissal Documents. Within three days of the execution of this Agreement in full. the Parties agree to submit an agreed motion to dismiss their claims against one another in the Lawsuit. as well as an agreed order, to the court. This Agreement shall be of no force or effect unless and until fully executed by all of the Pru1ies to it. SIGNATURES Date Rick Payne Date Clayton Sams Date Neo Proteus L.L.C. By: Rick Payne Date Its Managing Member Yolanda M. Allen Date SETl'I .DIE:'iT AGREDIE:\T PAGE 6 OF 9 State of Texas § § (ol l,n County § BEFORE ME, the undersigned authority. on this day personally appeared Sarni Habash. who is known by me to be the person whose name is signed above. Upon his oath. Mr. Habash stated that he has read the foregoing Agreement and is executing it for the purposes and consideration set forth in it.. TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this 112_ day of March, 2019. Notary Public. State of Texas ANDREW TROUT Notary 1D 130667205 State of Texas § My Commission Expires § May 18, 2020 Co//,~ County § BEFORE ME. the undersigned authority. on this day personally appeared Christine Sahoury. who is known by me to be the person whose name is signed above. Upon her oath. Ms. Sahoury stated that she has read the foregoing Agreement and is executing it for the purposes and consideration set forth in it. TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this d- kJ day of March, 2019. Notary Public. State of Texas ANDREW TROUT Notary ID 130667205 My Commission Expires May 18, 2020 Sl·Tll.EME'iT AGREDIE:\T PAGE70F9 same legal effect as original signatures. The Parties hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of the signature(s). 21. Dismissal Documents. Within three days of the execution of this Agreement in full, the Parties agree to submit an agreed motion to dismiss their claims against one another in the Lawsuit, as well as an agreed order, to the court. This Agreement shall be of no force or effect unless and until fully executed by all of the Parties to it. SIGNATURES Sarni Habash Date Christine Sahoury Date Rick' Payne Date Date Neo Proteus L.L.C. 2 By: Rick Payne Date Its Managing Member Yolanda M. Allen Date SETTLEMENT AGREEMENT PAGE60F4 State of Texas § § I);z,I ltLS County § BEFORE ME, the undersigned authority, on this day personally appeared Rick Payne, who is known by me to be the person whose name is signed above. Upon his oath, Mr. Payne stated that he is the managing member of Neo Proteus L.L.C., he has read the foregoing Agreement, and that he is executing it individually and on behalf ofNeo Proteus L.L.C. for the purposes and consideration set forth in it. TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE on this ~G,:,