Preview
Filed: 3/27/2024 4:29 PM
JOHN D. KINARD - District Clerk
Galveston County, Texas
Envelope No. 86038096
By: Elissa Alvarado
24-CV-0494 3/28/2024 10:00 AM
CAUSE NO. _________
NIZAR ALI § IN THE DISTRICT COURT OF
Plaintiff, §
§
v. §
§ GALVESTON COUNTY, TEXAS
SALIM CHAROLIA §
Defendant. §
§Galveston County - 122nd District Court
§ _____ JUDICIAL DISTRICT
Plaintiff’s Original Petition
Nizar Ali (hereafter “Plaintiff”) files this original petition. In support, Plaintiff respectfully
states as follows:
Discovery-Control Plan and Relief Sought
1. Plaintiff intends to conduct discovery under Level 2 of Texas Rule of Civil Procedure
190.3 and affirmatively pleads that this suit is not governed by the expedited actions process of Texas
Rules of Civil Procedure 169. Plaintiff is seeking damages within the jurisdictional limits of the court,
including monetary relief that may be in excess of $250,000 but less than $1 million, penalties, costs,
expenses, pre-judgment interest and attorneys’ fees, and a demand for judgment for all the other relief
to which the plaintiff deems itself entitled.
Parties
2. Plaintiff Nizar Ali is a resident of Galveston County and is represented by the
undersigned.
3. Defendant Salim Charolia is a resident of Harris County who may be served at his place
of residence, 20307 Brightonwood Ln, Spring, Texas 77379.
Jurisdiction and Venue
4. The Court has subject-matter jurisdiction over the lawsuit because the amount in
controversy exceeds this Court’s minimum jurisdictional requirements. Venue is proper in Galveston
Status Conference 06/27/2024
County, Texas because all or a substantial part of the events or omissions that give rise to Plaintiff’s
claims occurred in Galveston County.
Background
5. Plaintiff began working at a convenience store in the 1970s and became an owner and
operator of his own store in 1992. By 2015, he was looking for an opportunity to improve and evolve
his family-operated business and identified a property located at 2124 Marina Bay Drive (the
“Property”) as a promising location to build a new store. In 2017, as Plaintiff prepared to purchase the
Property, Defendant Salim Charolia expressed interest in the new development and proposed forming
an entity in which Plaintiff and Defendant would each hold a 44% interest and Plaintiff’s son-in-law,
Hasan Maredia, would hold a 12% minority interest.
6. Together, Plaintiff, Defendant and Maredia agreed that they would collectively
contribute $400,000 toward the $750,000 down payment necessary to purchase the Property and the
balance of the down payment would be financed with a loan by Defendant. Specifically, Plaintiff and
Defendant each contributed $176,000 toward the $400,000 partner contribution in exchange for a 44%
interest and Maredia contributed $48,000 for his 12% interest. The balance of the purchase price for
the land and construction costs of the new building were paid for with a loan.
7. Plaintiff, Defendant and Maredia formed two limited liability companies: Skipper’s
Port, LLC, which was formed to hold the land, and Geogreen LLC, which was formed to operate the
convenience store business. The Regulations of Geogreen, LLC reflect that Plaintiff and Defendant
each hold a 44% member interest and that Maredia holds the remaining 12% interest. The three
investors agreed that Skipper’s Port LLC would mirror Geogreen, LLC, with Plaintiff and Defendant
each holding a 44% interest and Maredia holding the remaining 12% interest.
8. When it was time to sign the LLC agreements, Plaintiff objected that the Skipper’s Port
LLC paperwork incorrectly stated that Defendant’s membership interest was 51% and Plaintiff’s
Page | 2
interest was only listed as 37%. Defendant’s lawyer responded on Defendant’s behalf that the bank
providing the loan required Defendant to hold a controlling interest in Skipper’s Port. Defendant then
called and urged Plaintiff to sign the paperwork, representing that what was reflected in the paperwork
was just a bank requirement necessary to obtain funding. Defendant further represented to Plaintiff that
the actual ownership of Skipper’s Port LLC would remain the 44/44/12 split originally agreed upon.
9. Defendant is a “fuel jobber” who contracts with convenience stores to deliver gasoline.
Plaintiff and Defendant entered into an agreement by which Plaintiff applied for government grants
that provide a rebate for electing to use biodiesel fuel and in exchange the total amount received in
grant money would apply to offset the $350,000 in loans Defendant provided toward the $750,000
downpayment for the Property. Plaintiff succeeded in obtaining approximately $300,000 in grant
money. Out of this amount, approximately $100,000 was directed to Skipper’s Port and another
$200,000 was directed to a separate business or businesses owned by Defendant. Pursuant to this
agreement, there should only be $50,000 out of the $350,000 loan that is still credited in Defendant’s
favor.
10. Defendant hired the general contractor, Mike’s Construction, to build the new
convenience store at the Property. Plaintiff later discovered that Defendant and the owner o’ Mike's
Construction were partners. Plaintiff would not have agreed to hire Mike’s Construction if Plaintiff
had known that Defendant had a financial interest in the work performed by the contractor. A number
of issues arose during the course of construction, e.g., vendors not being paid and Geogreen having to
pay approximately $24,000 for city water that the contractor refused to pay. There was also a lack of
transparency throughout this process, and it remains unclear what happened to some of the funds used
on the project.
11. After Skipper’s Port opened, a number of disputes also arose between the parties. In
particular, they could not reach agreement as to how Plaintiff and his family should be compensated
for providing management services and labor in operating the store. The parties have attempted to
Page | 3
informally resolve these disputes. It was during such discussions, in mid-2023, that Defendant revealed
for the first time that he refused to honor his prior commitment that ownership of Skipper’s Port LLC
was to be 44/44/12.
12. Specifically, Defendant produced a spreadsheet during the course of discussions about
the business that purported to show that he held a 51% interest in Skipper’s Port LLC. This spreadsheet
reflected that the parties had made contributions in excess of the original $400,000 total contribution
originally agreed to, such that the total equity in Skipper’s Port was $825,000. The spreadsheet reflects
that Plaintiff contributed a total of $393,362 out of the $825,000, which would represent approximately
47.6% of the total equity. The spreadsheet suggests that Plaintiff should receive a reimbursement of
$88,112 in order to reduce his total commitment to 37%. This is incorrect. Plaintiff’s interest is 44%,
as the parties originally agreed. Plaintiff never agreed to reduce his interest to 37%. Defendant does
not hold a 51% interest and has no right to exercise any authority as a majority-interest holder.
13. On March 1, 2024, counsel for Defendant sent a “Notice to Vacate”, demonstrating a
breathtaking degree of legal illiteracy, in which Defendant’s attorney threatens eviction proceedings
against Plaintiff in his individual capacity. Plaintiff does not reside on the Property. The Property is
owned and operated by Geogreen LLC and there is no dispute that the membership interests in
Geogreen LLC are owned in equal 44% shares by Defendant and Plaintiff with Maredia holding the
remaining 12% interest. Defendant seems to have been advised by his counsel that if he holds a 51%
interest, it provides him with the authority to unilaterally oust Plaintiff from the Property. No such right
exists. On the contrary, the letter represents a flagrant breach of fiduciary duty, breach of contract, and
serves no purpose other than to force Plaintiff to incur legal fees as are necessary to establish the
parties’ respective rights. The letter is, in other words, the product of a vendetta brought solely for the
purposes of harassment. Defendant has demonstrated through this gross misconduct that the business
is not sustainable in its current form and should be wound up.
Page | 4
Claims
Breach of Fiduciary Duty
14. Plaintiff asserts claims for breach of fiduciary duty against Defendant. Plaintiff and
Defendant agreed that they would maintain an equal interest, 44% each, in Skipper’s Port. If, as
Defendant now maintains, he holds a 51% interest, then the additional 7% above his 44% interest is
being held in trust for Plaintiff’s benefit. As trustee, Defendant owes a fiduciary duty to Plaintiff.
Courts have also recognized that the Texas Business Organization Code implies the existence of a
fiduciary duty between members of an LLC. Additionally, an informal fiduciary relationship may also
be found between Plaintiff and Defendant.
15. Defendant breached his fiduciary duty by failing to disclose that the contractor hired to
build the convenience store on the Property was Defendant’s partner. Any profits he received from the
construction proceeds should be disgorged.
16. Defendant has also breached his fiduciary duty by maintaining that he holds a 51%
interest in Skipper’s Port LLC and purporting to authorize acts, such as threatening a frivolous eviction,
as a majority-interest holder. Even if it is established that Defendant holds a 51% interest, a portion of
that interest (7% of the total membership interests in the LLC) are held in trust for the benefit of
Plaintiff. As trustee, Defendant must place Plaintiff’s interests above his own and attempting to evict
Plaintiff from the Property serves no purpose other than to satisfy Defendant’s own malicious
inclinations. Defendant has also refused to acknowledge that this 7% interest is held for the benefit of
Plaintiff, further violating his fiduciary duties.
Breach of Contract
17. Plaintiff and Defendant agreed that they would each hold an equal interest (44% each)
in Skipper’s Port LLC. Defendant has since repudiated this agreement by maintaining that he actually
holds a 51% interest in the entity.
Page | 5
Fraud
18. Pleading in the alternative, Defendant has committed fraud. Defendant 1) made
representations to Plaintiff; 2) the representations were material; 3) the representations were false; 4)
Defendant knew the representations were false or made the representations recklessly, as positive
assertions, and without knowledge of the truth; 5) Defendant made the representations with the intent
that Plaintiff would rely on them; 6) Plaintiff relied on the representations; and 7) the representations
caused injury to Plaintiff.
19. Specifically, Defendant represented to Plaintiff that the 51% interest reflected in the
formation documents for Skipper’s Port LLC were solely intended to convince the outside lender to
finance the purchase of the Property and were not reflective of the actual agreement between the
parties, i.e. Plaintiff and Defendant would each hold a 44% interest and Maredia would hold a 12%
interest. Defendant has since taken the position that he actually holds 51%, thereby acknowledging
that his previous representation to Plaintiff was false. Defendant made this representation to induce
Plaintiff into agreeing to a deal that he otherwise would not have. Plaintiff has been harmed because if
Defendant does actually hold a 51% interest (which is denied) outright, then Plaintiff has been deprived
of the additional 7% interest he was led to believe would belong to him. Plaintiff is entitled to the
benefit of their bargain, i.e., the additional 7% interest.
Winding Up
20. Plaintiff requests a winding up of Skipper’s Port LLC and Geogreen LLC pursuant to
Texas Business Organizations Code § 11.314. An involuntary winding up may be ordered when 1) the
economic purpose of the entity is likely to be unreasonably frustrated; 2) another owner has engaged
in conduct relation to the entity’s business that makes it not reasonably practicable to carry on the
business with that owner; or 30 it is not reasonably practicable to carry on the entity’s business in
conformity with its governing documents.
Page | 6
21. Whether it is determined that Defendant holds the disputed 7% interest in Skipper’s
Port LLC in trust and has breached his fiduciary duty or he engaged in fraud by falsely representing
that Plaintiff and Defendant’s interests would be equal, he has engaged in misconduct that
demonstrates this business is untenable in its current form. On a more practical level, it is not possible
to conduct business when one of the parties insists, he holds a majority interest and is abusing this
purported authority to engage in a campaign of harassment against another interest holder.
22. Efforts to resolve disputes between these parties have proven unsuccessful. The Court
should therefore order an involuntary winding up.
Trespass to Try Title / Declaratory Judgment
23. By issuing a Notice to Vacate, Defendant has asserted he has a right to control the
Property by virtue of his alleged majority interest in the entity that owns it. Plaintiff therefore seeks a
determination as to the actual interests in Skipper’s Port LLC in order to determine what authority each
party has with respect to the Property. Specifically, Plaintiff seeks findings that Defendant has no right
to exercise more than a 44% interest with respect to the Property and does not have any authority to
unilaterally evict Plaintiff from the Property. Defendant has, in effect, asserted a superior claim to title
by falsely maintaining that he has a majority interest in the LLC that owns the Property. A judicial
declaration is necessary to resolve any uncertainty as to the parties’ respective rights and resolve this
dispute.
Attorneys’ Fees
24. Plaintiff is entitled to recover its attorneys’ fees pursuant to Tex. Civ. Prac. & Rem.
Code §§ 37 and 38.
Page | 7
Conditions Precedent
25. All conditions precedent to Plaintiff’s right to recovery of all relief requested in this
lawsuit, if any, have been performed or occurred prior to the filing of this lawsuit by Plaintiff, or have
been waived by the defendant.
Conclusion and Prayer for Relief
For these reasons, Plaintiff requests that Plaintiff be awarded a judgment against Defendant
for the following:
a. actual damages;
b. exemplary damages;
c. disgorgement of any benefits obtained through Defendants’ breach of fiduciary
duty;
d. reasonable and necessary attorneys’ fees for services through trial and all courts of
appeal, appropriately conditioned;
e. costs of court;
f. pre-judgment and post-judgment interest at the maximum rate allowed by law, and
for such other and further relief to which the plaintiff may be justly entitled;
g. all other relief, general or special, legal, or equitable, to which the plaintiff may be
entitled.
Respectfully submitted,
HOOVERSLOVACEK LLP
//s// Leonard J. Meyer
Leonard J. Meyer
SBN: 13993750
HooverSlovacek
Galleria Tower II
Houston, Texas 77056
Office: 713-977-8686
Fax: 713-977-5395
meyer@hooverslovacek.com
ATTORNEY FOR PLAINTIFF
Page | 8
Preview
Filed: 3/27/2024 4:29 PM JOHN D. KINARD - District Clerk Galveston County, Texas Envelope No. 86038096 By: Elissa Alvarado 24-CV-0494 3/28/2024 10:00 AM CAUSE NO. _________ NIZAR ALI § IN THE DISTRICT COURT OF Plaintiff, § § v. § § GALVESTON COUNTY, TEXAS SALIM CHAROLIA § Defendant. § §Galveston County - 122nd District Court § _____ JUDICIAL DISTRICT Plaintiff’s Original Petition Nizar Ali (hereafter “Plaintiff”) files this original petition. In support, Plaintiff respectfully states as follows: Discovery-Control Plan and Relief Sought 1. Plaintiff intends to conduct discovery under Level 2 of Texas Rule of Civil Procedure 190.3 and affirmatively pleads that this suit is not governed by the expedited actions process of Texas Rules of Civil Procedure 169. Plaintiff is seeking damages within the jurisdictional limits of the court, including monetary relief that may be in excess of $250,000 but less than $1 million, penalties, costs, expenses, pre-judgment interest and attorneys’ fees, and a demand for judgment for all the other relief to which the plaintiff deems itself entitled. Parties 2. Plaintiff Nizar Ali is a resident of Galveston County and is represented by the undersigned. 3. Defendant Salim Charolia is a resident of Harris County who may be served at his place of residence, 20307 Brightonwood Ln, Spring, Texas 77379. Jurisdiction and Venue 4. The Court has subject-matter jurisdiction over the lawsuit because the amount in controversy exceeds this Court’s minimum jurisdictional requirements. Venue is proper in Galveston Status Conference 06/27/2024 County, Texas because all or a substantial part of the events or omissions that give rise to Plaintiff’s claims occurred in Galveston County. Background 5. Plaintiff began working at a convenience store in the 1970s and became an owner and operator of his own store in 1992. By 2015, he was looking for an opportunity to improve and evolve his family-operated business and identified a property located at 2124 Marina Bay Drive (the “Property”) as a promising location to build a new store. In 2017, as Plaintiff prepared to purchase the Property, Defendant Salim Charolia expressed interest in the new development and proposed forming an entity in which Plaintiff and Defendant would each hold a 44% interest and Plaintiff’s son-in-law, Hasan Maredia, would hold a 12% minority interest. 6. Together, Plaintiff, Defendant and Maredia agreed that they would collectively contribute $400,000 toward the $750,000 down payment necessary to purchase the Property and the balance of the down payment would be financed with a loan by Defendant. Specifically, Plaintiff and Defendant each contributed $176,000 toward the $400,000 partner contribution in exchange for a 44% interest and Maredia contributed $48,000 for his 12% interest. The balance of the purchase price for the land and construction costs of the new building were paid for with a loan. 7. Plaintiff, Defendant and Maredia formed two limited liability companies: Skipper’s Port, LLC, which was formed to hold the land, and Geogreen LLC, which was formed to operate the convenience store business. The Regulations of Geogreen, LLC reflect that Plaintiff and Defendant each hold a 44% member interest and that Maredia holds the remaining 12% interest. The three investors agreed that Skipper’s Port LLC would mirror Geogreen, LLC, with Plaintiff and Defendant each holding a 44% interest and Maredia holding the remaining 12% interest. 8. When it was time to sign the LLC agreements, Plaintiff objected that the Skipper’s Port LLC paperwork incorrectly stated that Defendant’s membership interest was 51% and Plaintiff’s Page | 2 interest was only listed as 37%. Defendant’s lawyer responded on Defendant’s behalf that the bank providing the loan required Defendant to hold a controlling interest in Skipper’s Port. Defendant then called and urged Plaintiff to sign the paperwork, representing that what was reflected in the paperwork was just a bank requirement necessary to obtain funding. Defendant further represented to Plaintiff that the actual ownership of Skipper’s Port LLC would remain the 44/44/12 split originally agreed upon. 9. Defendant is a “fuel jobber” who contracts with convenience stores to deliver gasoline. Plaintiff and Defendant entered into an agreement by which Plaintiff applied for government grants that provide a rebate for electing to use biodiesel fuel and in exchange the total amount received in grant money would apply to offset the $350,000 in loans Defendant provided toward the $750,000 downpayment for the Property. Plaintiff succeeded in obtaining approximately $300,000 in grant money. Out of this amount, approximately $100,000 was directed to Skipper’s Port and another $200,000 was directed to a separate business or businesses owned by Defendant. Pursuant to this agreement, there should only be $50,000 out of the $350,000 loan that is still credited in Defendant’s favor. 10. Defendant hired the general contractor, Mike’s Construction, to build the new convenience store at the Property. Plaintiff later discovered that Defendant and the owner o’ Mike's Construction were partners. Plaintiff would not have agreed to hire Mike’s Construction if Plaintiff had known that Defendant had a financial interest in the work performed by the contractor. A number of issues arose during the course of construction, e.g., vendors not being paid and Geogreen having to pay approximately $24,000 for city water that the contractor refused to pay. There was also a lack of transparency throughout this process, and it remains unclear what happened to some of the funds used on the project. 11. After Skipper’s Port opened, a number of disputes also arose between the parties. In particular, they could not reach agreement as to how Plaintiff and his family should be compensated for providing management services and labor in operating the store. The parties have attempted to Page | 3 informally resolve these disputes. It was during such discussions, in mid-2023, that Defendant revealed for the first time that he refused to honor his prior commitment that ownership of Skipper’s Port LLC was to be 44/44/12. 12. Specifically, Defendant produced a spreadsheet during the course of discussions about the business that purported to show that he held a 51% interest in Skipper’s Port LLC. This spreadsheet reflected that the parties had made contributions in excess of the original $400,000 total contribution originally agreed to, such that the total equity in Skipper’s Port was $825,000. The spreadsheet reflects that Plaintiff contributed a total of $393,362 out of the $825,000, which would represent approximately 47.6% of the total equity. The spreadsheet suggests that Plaintiff should receive a reimbursement of $88,112 in order to reduce his total commitment to 37%. This is incorrect. Plaintiff’s interest is 44%, as the parties originally agreed. Plaintiff never agreed to reduce his interest to 37%. Defendant does not hold a 51% interest and has no right to exercise any authority as a majority-interest holder. 13. On March 1, 2024, counsel for Defendant sent a “Notice to Vacate”, demonstrating a breathtaking degree of legal illiteracy, in which Defendant’s attorney threatens eviction proceedings against Plaintiff in his individual capacity. Plaintiff does not reside on the Property. The Property is owned and operated by Geogreen LLC and there is no dispute that the membership interests in Geogreen LLC are owned in equal 44% shares by Defendant and Plaintiff with Maredia holding the remaining 12% interest. Defendant seems to have been advised by his counsel that if he holds a 51% interest, it provides him with the authority to unilaterally oust Plaintiff from the Property. No such right exists. On the contrary, the letter represents a flagrant breach of fiduciary duty, breach of contract, and serves no purpose other than to force Plaintiff to incur legal fees as are necessary to establish the parties’ respective rights. The letter is, in other words, the product of a vendetta brought solely for the purposes of harassment. Defendant has demonstrated through this gross misconduct that the business is not sustainable in its current form and should be wound up. Page | 4 Claims Breach of Fiduciary Duty 14. Plaintiff asserts claims for breach of fiduciary duty against Defendant. Plaintiff and Defendant agreed that they would maintain an equal interest, 44% each, in Skipper’s Port. If, as Defendant now maintains, he holds a 51% interest, then the additional 7% above his 44% interest is being held in trust for Plaintiff’s benefit. As trustee, Defendant owes a fiduciary duty to Plaintiff. Courts have also recognized that the Texas Business Organization Code implies the existence of a fiduciary duty between members of an LLC. Additionally, an informal fiduciary relationship may also be found between Plaintiff and Defendant. 15. Defendant breached his fiduciary duty by failing to disclose that the contractor hired to build the convenience store on the Property was Defendant’s partner. Any profits he received from the construction proceeds should be disgorged. 16. Defendant has also breached his fiduciary duty by maintaining that he holds a 51% interest in Skipper’s Port LLC and purporting to authorize acts, such as threatening a frivolous eviction, as a majority-interest holder. Even if it is established that Defendant holds a 51% interest, a portion of that interest (7% of the total membership interests in the LLC) are held in trust for the benefit of Plaintiff. As trustee, Defendant must place Plaintiff’s interests above his own and attempting to evict Plaintiff from the Property serves no purpose other than to satisfy Defendant’s own malicious inclinations. Defendant has also refused to acknowledge that this 7% interest is held for the benefit of Plaintiff, further violating his fiduciary duties. Breach of Contract 17. Plaintiff and Defendant agreed that they would each hold an equal interest (44% each) in Skipper’s Port LLC. Defendant has since repudiated this agreement by maintaining that he actually holds a 51% interest in the entity. Page | 5 Fraud 18. Pleading in the alternative, Defendant has committed fraud. Defendant 1) made representations to Plaintiff; 2) the representations were material; 3) the representations were false; 4) Defendant knew the representations were false or made the representations recklessly, as positive assertions, and without knowledge of the truth; 5) Defendant made the representations with the intent that Plaintiff would rely on them; 6) Plaintiff relied on the representations; and 7) the representations caused injury to Plaintiff. 19. Specifically, Defendant represented to Plaintiff that the 51% interest reflected in the formation documents for Skipper’s Port LLC were solely intended to convince the outside lender to finance the purchase of the Property and were not reflective of the actual agreement between the parties, i.e. Plaintiff and Defendant would each hold a 44% interest and Maredia would hold a 12% interest. Defendant has since taken the position that he actually holds 51%, thereby acknowledging that his previous representation to Plaintiff was false. Defendant made this representation to induce Plaintiff into agreeing to a deal that he otherwise would not have. Plaintiff has been harmed because if Defendant does actually hold a 51% interest (which is denied) outright, then Plaintiff has been deprived of the additional 7% interest he was led to believe would belong to him. Plaintiff is entitled to the benefit of their bargain, i.e., the additional 7% interest. Winding Up 20. Plaintiff requests a winding up of Skipper’s Port LLC and Geogreen LLC pursuant to Texas Business Organizations Code § 11.314. An involuntary winding up may be ordered when 1) the economic purpose of the entity is likely to be unreasonably frustrated; 2) another owner has engaged in conduct relation to the entity’s business that makes it not reasonably practicable to carry on the business with that owner; or 30 it is not reasonably practicable to carry on the entity’s business in conformity with its governing documents. Page | 6 21. Whether it is determined that Defendant holds the disputed 7% interest in Skipper’s Port LLC in trust and has breached his fiduciary duty or he engaged in fraud by falsely representing that Plaintiff and Defendant’s interests would be equal, he has engaged in misconduct that demonstrates this business is untenable in its current form. On a more practical level, it is not possible to conduct business when one of the parties insists, he holds a majority interest and is abusing this purported authority to engage in a campaign of harassment against another interest holder. 22. Efforts to resolve disputes between these parties have proven unsuccessful. The Court should therefore order an involuntary winding up. Trespass to Try Title / Declaratory Judgment 23. By issuing a Notice to Vacate, Defendant has asserted he has a right to control the Property by virtue of his alleged majority interest in the entity that owns it. Plaintiff therefore seeks a determination as to the actual interests in Skipper’s Port LLC in order to determine what authority each party has with respect to the Property. Specifically, Plaintiff seeks findings that Defendant has no right to exercise more than a 44% interest with respect to the Property and does not have any authority to unilaterally evict Plaintiff from the Property. Defendant has, in effect, asserted a superior claim to title by falsely maintaining that he has a majority interest in the LLC that owns the Property. A judicial declaration is necessary to resolve any uncertainty as to the parties’ respective rights and resolve this dispute. Attorneys’ Fees 24. Plaintiff is entitled to recover its attorneys’ fees pursuant to Tex. Civ. Prac. & Rem. Code §§ 37 and 38. Page | 7 Conditions Precedent 25. All conditions precedent to Plaintiff’s right to recovery of all relief requested in this lawsuit, if any, have been performed or occurred prior to the filing of this lawsuit by Plaintiff, or have been waived by the defendant. Conclusion and Prayer for Relief For these reasons, Plaintiff requests that Plaintiff be awarded a judgment against Defendant for the following: a. actual damages; b. exemplary damages; c. disgorgement of any benefits obtained through Defendants’ breach of fiduciary duty; d. reasonable and necessary attorneys’ fees for services through trial and all courts of appeal, appropriately conditioned; e. costs of court; f. pre-judgment and post-judgment interest at the maximum rate allowed by law, and for such other and further relief to which the plaintiff may be justly entitled; g. all other relief, general or special, legal, or equitable, to which the plaintiff may be entitled. Respectfully submitted, HOOVERSLOVACEK LLP //s// Leonard J. Meyer Leonard J. Meyer SBN: 13993750 HooverSlovacek Galleria Tower II Houston, Texas 77056 Office: 713-977-8686 Fax: 713-977-5395 meyer@hooverslovacek.com ATTORNEY FOR PLAINTIFF Page | 8