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CAUSE NUMBER
MADDOX DEFENSE INC.
Plaintiff
IN THE DISTRICT COURT
vs. § OF MONTGOMERYCOUNTY,
TEXAS
JUDICIAL DISTRICT
MCLANE COMPANY INC.
Defendant
PLAINTIFF ORIGINAL PETITION
COMES , Maddox Defense Inc. (“Plaintiff”), and files this Original Petition and
Request For Disclosures, complaining of and about McLaneCompany Inc. (“Defendant”).
DISCOVERY CONTROL PLAN
Discovery will be conducted by Discovery Control Plan Level 2, under Rule 190. of the
Texas Rules of Civil Procedure.
PARTIES
Plaintiff, Maddox Defense Inc is a California corporation registered to conduct business
the State of Texas with its Texas office located at 8111 Ashlane Way, Suite 203, The
Woodlands, in Montgomery County, Texas 77382.
Defendant, McLane Company Inc. is a Delaware corporation registered to conduct
business in the State of Texas, who may be served through its registered agent at its registered
address, stated on the Statement of Good Standing for McLane Company Inc Plaintiff requests
that citation be issued by the clerk of the court, and served with a copy of this petition, McLane
Company Inc, certified mail return receipt requested.
McLane Company Inc
Plaintiff’s Original Petition Page 1 of 8
Registered Agent: The Corporation Trust Company
egistered Address: Corporation Trust Center
1209 Orange Street,
Wilmington, New Castle County, Delaware 19801
JURISDICTION AND VENUE
This Court has jurisdiction because the amount in controversy is within the jurisdictional
limits of the Court.
Venue is proper in Montgomery County because Montgomery County is the county in
which all or a substantial part of the events or omissions giving rise to the claim occurred
Montgomery County is also the county in which the Plaintiff maintains its principal office in this
state
.
TRCP 47 CLAIMS FOR RELIEF
01 Plaintiff seeks:
(1) monetary relief over $250,000 but not more than $1,000,000; and
(2) judgment for all other relief to which the party deems self entitled.
V.
FACTS
On or about October 24, 2023, Maddox Defense Inc (Plaintiff) had the opportunity to
broker a fuel contract between itself and Azule Acquisition LLC dba Handaband (“Azule”).
Multiple meetings were held with Plaintiff, Azule and Defendant’s representatives to
discuss fuel pricing.
Defendant committed to Plaintiff via text and emails to a pricing range for fuel based on
Plaintiff’s Original Petition Page 2 of 8
traditional benchmarks in the fuel industry of OPIS Low to OPIS Low
Defendant and Plaintiff agreed to split the profit on the quoted prices For example, if
Defendant quoted Plaintiff 10 OPIS Low and Plaintiff sold the fuel to Azule at 2 OPIS Low,
there would be a profit of $0.08 USD per gallon and Defendant would receive $0.04USD per
gallon and Plaintiff would receive $0.04USD per gallon.
After Plaintiff had contracted with Azule, set the fuel pricing, and coordinated with
Defendant for Azule to pick up the fuel at designated delivery points from Defendant, Azule was
unable to procure the fuel as negotiated with Defendant.
n the very first scheduled pickup of fuel by Azule from Defendant Defendant failed to
uphold their obligations to provide fuel that had been negotiated on Azule’s behalf by Plaintiff.
As a result, Plaintiff had to scramble to source fuel from other vendors at much less
favorable terms including a significant price increase to OPIS Average. This significant price
differential resulted in immediate financial losses for Plaintiff during the first two months of the
contract.
In December 2023 (3rd Month of Contract) as troubles with Defendant sourcing the fuel
for Plaintiff continued, ithout authorization or prior disclosure to Plaintiff, Defendant completely
altered the terms of the transaction and went from providing delivery pickup locations where Azule
could pick up the fuel to actually delivering the fuel to Azule from a third party company,
Mansfield Energy. This major modification to the deal was done unilaterally by Defendant
without any communication or approval from Plaintiff, and at much higher prices as the fuel was
now being deliveredto Azule as opposed to be made available for pickup
As mentioned previously, Plaintiff was unaware of this deal modification by Defendant
OPIS is an acronym for Oil Price Information Service and is a fee based data service that provides data on the lowest
supplier fuel prices at a particular rack, on a particular day.
Plaintiff’s Original Petition Page of
until on or about March 24, 2024 It was at this time that Plaintiff received the first invoices from
Mansfield Energy for these deliveries to Azule. Only at this point did Plaintiff become aware of
Mansfield Energy’s involvement when they were invoiced by Mansfield Energy. Prior to this date
Plaintiff had not been issued a purchase order or received any invoices nor had any formal
agreement with Mansfield Energy.
Once Plaintiff became aware of Mansfield Energy’s involvement, Plaintiff reviewed all its
documentation with Azule, and made extensive efforts in good faith to resolve the discrepancies
Azule was alleging Azule was claiming that the delivered amounts of fuel were incorrect and that
the confusion stemm from the actions of Defendant and the nondisclosed and unauthorized
involvement of Mansfield Energy.
Plaintiff’s efforts to resolve the dispute included reconciling Azule’s and Defendant’s
account addressing disputes between Azule and Defendant, as well as seeking clarity and
resolution regarding Mansfield Energy’s unauthorized involvement.
Defendant represented that they were competent and qualified to provide the fuel promised,
and Plaintiff relied on these representations to its detriment. At all times relevant to the events and
transactions that are the basis for this action, Plaintiff communicated with, relied, and acted on
representations by Defendant, representations both explicit and implicit, and verbally contracted
with Defendant. All representations, statements, offers, and contracts formed by Defendant’s
representatives, were made by Defendant’s employees having actual or apparent authority to act
as an authorized representative of Defendant.
CAUSES OF ACTION
Plaintiff incorporates by reference each and every fact and allegation stated in this original
petition to each cause of action set forth below.
Plaintiff’s Original Petition Page 4 of 8
BREACH VERBAL AGREEMENT
Defendant guilty of breach of verbal agreement because
Specifically
there was a valid and enforceable contract between Plaintiff and Defendant;
laintiff fully performed its obligations under the contract
Defendant breached the contract by failing to provide the fuel as bargained
andnegotiated for ; and
Defendant breach caused Plaintif to sufferdamages
TORTIOUS INTERFERENCE WITH CONTRACT
Defendant guilty of tortious interference with a contract because
Specifically
laintiff had a contract with a third party, Azule
efendant knew about the contract at the time of the alleged interference;
efendant interfered intentionally;
e interference was improper;
efendant’s conduct led to a breach of the contractAzule; and
laintiff suffered damage as a result.
TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC
ADVANTAGE
Defendant is guilty of tortious interference with prospective economic advantage because:
(1) Specifically:
laintiff had a business relationship or expected to establish one with a third
party, namely Azule
The relationship or expected transaction was reasonably likely to benefit
laintiff financially;
efendant knew about the relationship;
efendant intentionally interfered with the relationship;
Defendant’sinterference was improper;
efendant’s conduct caused Azule to disrupt or terminate the relationship
with Plaintiff; and
laintiff suffered damage as a result.
NEGLIGENT MISREPRESENTATION
Defendant guilty of negligent misrepresentation because:
(1) Specifically:
Plaintiff’s Original Petition Page of
Defendant made a representation to the Plaintiff in the course of the
Defendant s businessor in a transaction in which the Defendant had an interest;
Defendant supplied false information for the guidance of Plaintiff
Defendant did not exercise reasonable care or competence in obtaining or
communicating the information;
Plaintiff justifiably relied on the Defendant’s representation; and
Defendant s negligent misrepresentation proximately caused Plaintiff’s
damages
FRAUD
Defendant guilty of fraud because:
(1) Specifically:
Defendant made a representation to the Plaintiff;
the representation was material;
the representation was false;
when the Defendant made the representation, Defendant
knew the representation was false, or
made the representation recklessly, as a positive assertion, and
without knowledge of its truth;
Defendant made the representation with the intent that Plaintiff act on it;
Plaintiff relied on the representation; and
the representation caused the Plaintiff’s damages
FRAUD BY NON DISCLOSURE
Defendant guilty of fraud by non disclosure because:
(1) Specifically:
Defendant concealed from or failed to disclose certain facts to Plaintiff;
Defendant had a duty to disclose the facts to Plaintiff;
the facts were material;
Defendant knew
the Plaintiff was ignorant of the facts, and
the Plaintiff did not have an equal opportunity to discover the
facts;
Defendant w deliberately silent when had a duty to speak;
by failing to disclose the facts, Defendant intended to induce Plaintiff to
take some action or refrain from acting;
Plaintiff relied on the Defendant s non disclosure; and
Plaintiff was damaged as a result of acting without the knowledge of the
undisclosed facts.
Plaintiff’s Original Petition Page of
G. FRAUDULENT INDUCEMENT
Defendant guilty of fraudulent inducement because:
(1) Specifically:
There was a material misrepresentationmade by Defendant;
The misrepresentations were intentional with knowledge of its inaccuracy;
Defendant made the misrepresentations with the intention that laintiff
would rely upon it;
d. Plaintiff relied on the misrepresentation; and
The reliance upon the misrepresentation caused damage
H. PROMISSORY ESTOPPEL
Defendant liable to Plaintiff pursuant to the theory of Promissory Estoppel because:
(1) Specifically:
Defendant made a promise, with the intention that a reasonable person
would act on it;
Plaintiffbelieved Defendant , and acted on that promise in good faith;
Defendant later reneged on that promise causing financial harm to the
Plaintiff; and
The nature of the promise is such that the only way to avoid injustice is by
enforcing the promise.
VII
DAMAGES
Plaintiff entitled to and requests judgment for all damages available by law, past and
future for each, including but not limited to the following:
(1) all actual and economic damages;
(2) interest, pre-judgment, and post-judgment interest at the highest rate authorized by
law;
(3) court costs and expenses;
(4) attorneys’ fees;
(5) Plaintiff expectation interest in the contract to give Plaintiff the benefit of the
bargain by putting Plaintiff in as good a position as would have been had
Defendant honored their obligations as promised.
Plaintiff’s Original Petition Page 7 of 8
VIII
RULE 193.7 NOTICE
8.01 Under authority of Rule 193.7 of the Texas Rules of Civil Procedure, Plaintiff hereby gives
notice that all documents produced by any party may be used at any pretrial proceeding or at trial.
JURY DEMAND
Plaintiff demands trial by jury
PRAYER
Wherefore, premises considered Maddox Defense Inc. plaintiff, respectfully requests that
McLane Company Inc., defendant, be cited to appear and answer this action, and that on final
hearing, be held legally responsible and liable for conduct and that judgment be rendered for
the Plaintiff and against Defendant; that Plaintiff be awarded all damages and relief requested, and
such other and further relief that Plaintiff entitled to.
Respectfully,
/s/ Charles E Batchelor
Charles EBatchelor
BATCHELORLAW GROUP PLLC
8111 Ashlane Way, Suite 203
The Woodlands, TX 77382
Ph: 832-948-3635
Texas Bar Number 24004542
E-Mail: charles@batchelorlg.com
ATTORNEY FOR PLAINTIFF
Plaintiff’s Original Petition Page 8 of 8
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CAUSE NUMBER MADDOX DEFENSE INC. Plaintiff IN THE DISTRICT COURT vs. § OF MONTGOMERYCOUNTY, TEXAS JUDICIAL DISTRICT MCLANE COMPANY INC. Defendant PLAINTIFF ORIGINAL PETITION COMES , Maddox Defense Inc. (“Plaintiff”), and files this Original Petition and Request For Disclosures, complaining of and about McLaneCompany Inc. (“Defendant”). DISCOVERY CONTROL PLAN Discovery will be conducted by Discovery Control Plan Level 2, under Rule 190. of the Texas Rules of Civil Procedure. PARTIES Plaintiff, Maddox Defense Inc is a California corporation registered to conduct business the State of Texas with its Texas office located at 8111 Ashlane Way, Suite 203, The Woodlands, in Montgomery County, Texas 77382. Defendant, McLane Company Inc. is a Delaware corporation registered to conduct business in the State of Texas, who may be served through its registered agent at its registered address, stated on the Statement of Good Standing for McLane Company Inc Plaintiff requests that citation be issued by the clerk of the court, and served with a copy of this petition, McLane Company Inc, certified mail return receipt requested. McLane Company Inc Plaintiff’s Original Petition Page 1 of 8 Registered Agent: The Corporation Trust Company egistered Address: Corporation Trust Center 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 JURISDICTION AND VENUE This Court has jurisdiction because the amount in controversy is within the jurisdictional limits of the Court. Venue is proper in Montgomery County because Montgomery County is the county in which all or a substantial part of the events or omissions giving rise to the claim occurred Montgomery County is also the county in which the Plaintiff maintains its principal office in this state . TRCP 47 CLAIMS FOR RELIEF 01 Plaintiff seeks: (1) monetary relief over $250,000 but not more than $1,000,000; and (2) judgment for all other relief to which the party deems self entitled. V. FACTS On or about October 24, 2023, Maddox Defense Inc (Plaintiff) had the opportunity to broker a fuel contract between itself and Azule Acquisition LLC dba Handaband (“Azule”). Multiple meetings were held with Plaintiff, Azule and Defendant’s representatives to discuss fuel pricing. Defendant committed to Plaintiff via text and emails to a pricing range for fuel based on Plaintiff’s Original Petition Page 2 of 8 traditional benchmarks in the fuel industry of OPIS Low to OPIS Low Defendant and Plaintiff agreed to split the profit on the quoted prices For example, if Defendant quoted Plaintiff 10 OPIS Low and Plaintiff sold the fuel to Azule at 2 OPIS Low, there would be a profit of $0.08 USD per gallon and Defendant would receive $0.04USD per gallon and Plaintiff would receive $0.04USD per gallon. After Plaintiff had contracted with Azule, set the fuel pricing, and coordinated with Defendant for Azule to pick up the fuel at designated delivery points from Defendant, Azule was unable to procure the fuel as negotiated with Defendant. n the very first scheduled pickup of fuel by Azule from Defendant Defendant failed to uphold their obligations to provide fuel that had been negotiated on Azule’s behalf by Plaintiff. As a result, Plaintiff had to scramble to source fuel from other vendors at much less favorable terms including a significant price increase to OPIS Average. This significant price differential resulted in immediate financial losses for Plaintiff during the first two months of the contract. In December 2023 (3rd Month of Contract) as troubles with Defendant sourcing the fuel for Plaintiff continued, ithout authorization or prior disclosure to Plaintiff, Defendant completely altered the terms of the transaction and went from providing delivery pickup locations where Azule could pick up the fuel to actually delivering the fuel to Azule from a third party company, Mansfield Energy. This major modification to the deal was done unilaterally by Defendant without any communication or approval from Plaintiff, and at much higher prices as the fuel was now being deliveredto Azule as opposed to be made available for pickup As mentioned previously, Plaintiff was unaware of this deal modification by Defendant OPIS is an acronym for Oil Price Information Service and is a fee based data service that provides data on the lowest supplier fuel prices at a particular rack, on a particular day. Plaintiff’s Original Petition Page of until on or about March 24, 2024 It was at this time that Plaintiff received the first invoices from Mansfield Energy for these deliveries to Azule. Only at this point did Plaintiff become aware of Mansfield Energy’s involvement when they were invoiced by Mansfield Energy. Prior to this date Plaintiff had not been issued a purchase order or received any invoices nor had any formal agreement with Mansfield Energy. Once Plaintiff became aware of Mansfield Energy’s involvement, Plaintiff reviewed all its documentation with Azule, and made extensive efforts in good faith to resolve the discrepancies Azule was alleging Azule was claiming that the delivered amounts of fuel were incorrect and that the confusion stemm from the actions of Defendant and the nondisclosed and unauthorized involvement of Mansfield Energy. Plaintiff’s efforts to resolve the dispute included reconciling Azule’s and Defendant’s account addressing disputes between Azule and Defendant, as well as seeking clarity and resolution regarding Mansfield Energy’s unauthorized involvement. Defendant represented that they were competent and qualified to provide the fuel promised, and Plaintiff relied on these representations to its detriment. At all times relevant to the events and transactions that are the basis for this action, Plaintiff communicated with, relied, and acted on representations by Defendant, representations both explicit and implicit, and verbally contracted with Defendant. All representations, statements, offers, and contracts formed by Defendant’s representatives, were made by Defendant’s employees having actual or apparent authority to act as an authorized representative of Defendant. CAUSES OF ACTION Plaintiff incorporates by reference each and every fact and allegation stated in this original petition to each cause of action set forth below. Plaintiff’s Original Petition Page 4 of 8 BREACH VERBAL AGREEMENT Defendant guilty of breach of verbal agreement because Specifically there was a valid and enforceable contract between Plaintiff and Defendant; laintiff fully performed its obligations under the contract Defendant breached the contract by failing to provide the fuel as bargained andnegotiated for ; and Defendant breach caused Plaintif to sufferdamages TORTIOUS INTERFERENCE WITH CONTRACT Defendant guilty of tortious interference with a contract because Specifically laintiff had a contract with a third party, Azule efendant knew about the contract at the time of the alleged interference; efendant interfered intentionally; e interference was improper; efendant’s conduct led to a breach of the contractAzule; and laintiff suffered damage as a result. TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE Defendant is guilty of tortious interference with prospective economic advantage because: (1) Specifically: laintiff had a business relationship or expected to establish one with a third party, namely Azule The relationship or expected transaction was reasonably likely to benefit laintiff financially; efendant knew about the relationship; efendant intentionally interfered with the relationship; Defendant’sinterference was improper; efendant’s conduct caused Azule to disrupt or terminate the relationship with Plaintiff; and laintiff suffered damage as a result. NEGLIGENT MISREPRESENTATION Defendant guilty of negligent misrepresentation because: (1) Specifically: Plaintiff’s Original Petition Page of Defendant made a representation to the Plaintiff in the course of the Defendant s businessor in a transaction in which the Defendant had an interest; Defendant supplied false information for the guidance of Plaintiff Defendant did not exercise reasonable care or competence in obtaining or communicating the information; Plaintiff justifiably relied on the Defendant’s representation; and Defendant s negligent misrepresentation proximately caused Plaintiff’s damages FRAUD Defendant guilty of fraud because: (1) Specifically: Defendant made a representation to the Plaintiff; the representation was material; the representation was false; when the Defendant made the representation, Defendant knew the representation was false, or made the representation recklessly, as a positive assertion, and without knowledge of its truth; Defendant made the representation with the intent that Plaintiff act on it; Plaintiff relied on the representation; and the representation caused the Plaintiff’s damages FRAUD BY NON DISCLOSURE Defendant guilty of fraud by non disclosure because: (1) Specifically: Defendant concealed from or failed to disclose certain facts to Plaintiff; Defendant had a duty to disclose the facts to Plaintiff; the facts were material; Defendant knew the Plaintiff was ignorant of the facts, and the Plaintiff did not have an equal opportunity to discover the facts; Defendant w deliberately silent when had a duty to speak; by failing to disclose the facts, Defendant intended to induce Plaintiff to take some action or refrain from acting; Plaintiff relied on the Defendant s non disclosure; and Plaintiff was damaged as a result of acting without the knowledge of the undisclosed facts. Plaintiff’s Original Petition Page of G. FRAUDULENT INDUCEMENT Defendant guilty of fraudulent inducement because: (1) Specifically: There was a material misrepresentationmade by Defendant; The misrepresentations were intentional with knowledge of its inaccuracy; Defendant made the misrepresentations with the intention that laintiff would rely upon it; d. Plaintiff relied on the misrepresentation; and The reliance upon the misrepresentation caused damage H. PROMISSORY ESTOPPEL Defendant liable to Plaintiff pursuant to the theory of Promissory Estoppel because: (1) Specifically: Defendant made a promise, with the intention that a reasonable person would act on it; Plaintiffbelieved Defendant , and acted on that promise in good faith; Defendant later reneged on that promise causing financial harm to the Plaintiff; and The nature of the promise is such that the only way to avoid injustice is by enforcing the promise. VII DAMAGES Plaintiff entitled to and requests judgment for all damages available by law, past and future for each, including but not limited to the following: (1) all actual and economic damages; (2) interest, pre-judgment, and post-judgment interest at the highest rate authorized by law; (3) court costs and expenses; (4) attorneys’ fees; (5) Plaintiff expectation interest in the contract to give Plaintiff the benefit of the bargain by putting Plaintiff in as good a position as would have been had Defendant honored their obligations as promised. Plaintiff’s Original Petition Page 7 of 8 VIII RULE 193.7 NOTICE 8.01 Under authority of Rule 193.7 of the Texas Rules of Civil Procedure, Plaintiff hereby gives notice that all documents produced by any party may be used at any pretrial proceeding or at trial. JURY DEMAND Plaintiff demands trial by jury PRAYER Wherefore, premises considered Maddox Defense Inc. plaintiff, respectfully requests that McLane Company Inc., defendant, be cited to appear and answer this action, and that on final hearing, be held legally responsible and liable for conduct and that judgment be rendered for the Plaintiff and against Defendant; that Plaintiff be awarded all damages and relief requested, and such other and further relief that Plaintiff entitled to. Respectfully, /s/ Charles E Batchelor Charles EBatchelor BATCHELORLAW GROUP PLLC 8111 Ashlane Way, Suite 203 The Woodlands, TX 77382 Ph: 832-948-3635 Texas Bar Number 24004542 E-Mail: charles@batchelorlg.com ATTORNEY FOR PLAINTIFF Plaintiff’s Original Petition Page 8 of 8