Preview
FILED
DALLAS COUNTY
1 CIT/ESERVE 10/24/2018 9:03 PM
FELICIA PITRE
DISTRICT CLERK
Alicia Mata
DC-18-16096
CAUSE No.N0.
WESCOTT MED PROPERTIES, LLC, §§ IN THE DISTRICT COURT
§§
PLAINTIFF §§
§§
VS.
VS. §§ M-298 TH JUDICIAL DISTRICT
§§
BHADRESH SHAH §§
DEFENDANT §§ DALLAS COUNTY, TEXAS
PLAINTIFFS'
PLAINTIFFS’ ORIGINAL
ORIGINAL PETITION,
PETITION,REQUEST
REQUEST FOR FOR PRODUCTION
PRODUCTION
AND
AND REQUEST FOR DISCLOSURE
Plaintiff Wescott Med Properties,
PlaintiffWescott Properties, LLC brings
brings this
this lawsuit
lawsuit against Defendant Bhadresh
against Defendant Bhadresh Shah
Shah
I.
I. SUMMARY,
SUMMARY, PARTIES
PARTIESAND AND VENUE
Summary
1.
1. Defendant
Defendant Shah,
Shah, aa former
former member
member of Plaintiff, aa Texas
ofPlaintifi‘, Texas limited
limited liability company, has
liability company, has
breached
breached and
and anticipatorily
anticipatorily breached
breached thethe company
company agreement
agreement by repudiating his
by repudiating company agreement
his company agreement
with
with Plaintiff,
Plaintiff, asserting
asserting that
that he
he is
is still
still a
a member of Plaintiff and
ofPlaintifi‘ and demanding membership rights
demanding membership rights after
after
his membership interest
his membership interest was
was redeemed
redeemed by by the
the company
company pursuant
pursuant toto the
the company
company agreement.
agreement.
Rule
Rule 4747 statement
statement
2.
2‘ Plaintiff seeks damages
Plaintiff seeks damages within
within the
thejurisdictional
jurisdictionallimits
limitsofofthe
theCourt‘
Court. Plaintiff
Plaintiff seeks
seeks
monetary
monetary relief of
relief of under
under $100,000
$100,000 currently,
currently, non-monetary
non-monetary relief,
relief,attorney's
attorney’s fees,
fees, pre-judgment
pre-judgment
interest,
interest and
and costs.
costs.
Discovery
Discovery level
level -- Rule
Rule 190
190
PLAINTIFF'S
PLAINTIFF’S ORIGINAL
ORIGINAL PETITION,
PETITION, REQUEST
REQUEST FOR
FOR PRODUCTION
PRODUCTION AND ANDREQUEST
REQUESTFORFORDISCLOSURE—
DISCLOSURE - PAGE 11 OF 8 8
C:\Users\iyoung.GPM\Documents\!
C:‘\UscIs\IyoungGPM'xDocumcms“! Inbox\Plaintiffs
Inboxwlamuffs Original
Ongmal Petition
Penman 18-02-18.wpd
18-02»18.wpd
3.
3. Plaintiff intends t0
Plaintiff intends to conduct
conduct discovery
discovery under Level
Level 2 2 of
of Rule 190
190 of the TEX.
of the TEX. R. Civ.
CIV.
P.
P,
Parties
Parties
4.
4. Plaintiff is aa Texas limited
Plaintiff is limited liability company
liability company withwith its
its offices
offices and principal
principal place of
place
business
business in McKinney, Texas.
in McKinney, Texas.
5.
5. Defendant
Defendant Bhadresh
Bhadresh Shah
Shah is
is an
an individual who, on information
individual who, information and belief,
belief, resides
resides Fort
Fort
Bend,
Bend, County,
County, Texas.
Texas. He
Hemaymay be
be served
served atat his
his business
business address
address ofof 4780
4780 Sweetwater
Sweetwater BlvdBlvd #150,
#150,
Sugar Land,
Land, TX 77479.
77479‘
Venue
6.
6. Venue is is proper
proper inin Dallas
Dallas County,
County, Texas pursuant
pursuant tot0 the
the following:
following:
a.
a‘ TEX Civ.
TEX. CIV. PRAC. & & REM.
REM CODE
CODE §§ 15.002(a)(1),
15‘002(a)(1), since
since aa substantial
substantial part
part of the
ofthe
events
events or
or omissions
omissions giving rise to
giving rise to the
the claims occurred here.
claims occurred here.
b.
b. TEX‘ Civ.
TEX. CIV. PRAC.
PRAC‘ & REM. CODE CODE §§ 15.035(a),
15.035(a), since Defendant's contract
since Defendant’s contract is
is to
to
be
be performed
performed in in this
this county.
county.
II.
II. FACTS
FACTS
7.
7. Defendant
Defendant Shah,
Shah, as
as member,
member, executed
executed aa certain
certain Limited
Limited Liability
Liability Company Agreement
Agreement
for
for Wescott
Wescott Med Properties,
Med Properties, LLC,
LLC, the
the company
companyagreement
agreementofofPlaintiff
Plaintiff Shah
Shah held 15
held 15 units
units of
of
membership in Plaintiff
in Plaintiff.
8.
8. In
In Section
Section 6.10
6.10 of
of that
that agreement,
agreement, Shah
Shah agreed:
agreed:
Section
Section 6.10
6.10 Guaranty.
Guaranty. Each MemberMember shall be required
shall be required toto guaranty
guaranty
aa pro
pro rata
rata portion
portion of the
ofthe Company's
Company’ obligations under its construction
s obligations under its construction
loan
loan (the
(the "Guaranty").
“Guaranty”). Each Member
Member agrees to
agrees to execute
execute and
and deliver
deliver
such
such documents
documents as
as may
may bebe requested
requested by by the
thefinancial
financial institution,
institution,
individual or lessor
individual 0r lessor under
under the
the lease
lease agreement
agreement or or any loan documents
any loan documents.
PLAINTIFF'S
PLAINTIFF’S ORIGINAL
ORIGINAL PETITION,
PETITION, REQUEST
REQUEST FOR PRODUCTION AND
FOR PRODUCTION ANDREQUEST
REQUESTFORFORDISCLOSURE—
DISCLOSURE - PAGE 2 OF 8
C:\Users\iyoung.GPM\Documents\
C:\Usm‘swyoung GPM‘xDocumcms”! Inbox\Plaintiffs
Inbox‘l’lamulfs Original
Onynal Petition
Pctmon 18-02-18.wpd
18-02-18.wpd
A Member's
Member’s failure
failure to
t0 be
be deemed
deemed creditworthy
creditwot‘thy by
by the
the Manager,
ManagerV
financial
financial institution, or
institution, or individual
individual0r or aa default
default under
under the
the Member's
Member’s
Guaranty
Guaranty (including, but not
(including, but not limited to, aa Member’s
limited t0, Member's failure
failure to
to deliver
deliver
the
the required
required financial
financial statements under
statements under the
the Guaranty
Guaranty within
within 15
15 days
days
after
after Manager's
Manager’s request)
request) shall
shall be considered
be considered aa breach
breach of this
this
Agreement
Agreement and, notwithstanding
and, notwithstanding anything
anythingt0to the
the contrary
contrary in
in this
this
Agreement,
Agreement, entitle the Company t0
entitle the to redeem such
such defaulting
defaulting Member’s
Member's
Units
Units for
for $1,000
$1,000 per
per Unit.
Unit.
9.
9. In
1n Section
Section 15.2
15.2 of that agreement,
0fthat agreement, Shah
Shah agreed:
agreed:
*** VENUE
VENUE FOR
FOR ANY ANY ACTION
ACTION ARISING
ARISING UNDER
UNDER OR OR IN IN
CONNECTION
CONNECTION WITH
WITH THIS AGREEMENT
THIS AGREEMENT SHALL
SHALL LIE
LIE
EXCLUSIVELY IN 1N DALLAS COUNTY,
COUNTY7 TEXAS.
10.
10. In
In Section
Section 15.11
15.1 lof that company
ofthat company agreement,
agreement, Shah
Shah agreed:
agreed:
Further Assurances.
Assurances. In In connection
connection with
with this
this Agreement
Agreement and
and the
the
transactions
transactions contemplated
contemplated hereby,
hereby, each
each Member
Member shall
shall execute
execute and
and
deliver
deliver any
any additional
additional documents
documents and
and instruments
instruments and
and perform any any
additional acts that
additional acts that may bebe necessary
necessary oror appropriate
appropriate toto effectuate
effectuate and
and
perform the provisions
perform the provisions of this Agreement
of this Agreement and those transactions.
and those transactions.
11.
11. In
1n Section
Section 15.14
15,14 of that agreement,
ofthat agreement, Shah
Shah agreed:
agreed:
Section
Section 15.14
15.14 Mediation.
Mediation. In In the
the event
event aacontroversy
controversy cannot
cannot be
be
resolved
resolved byby informal
informal discussions
discussions the
the parties
parties may request
request by
by notice
notice to
to
the
the other
other party
party that
that the
the controversy
controversy be be submitted
submitted toto formal
formal mediation.
mediation.
The parties
parties shall
shall attempt
attempt in
in good
good faith
faith to
to agree to
agree to aasingle
single mediator
mediator
within ten (10)
within ten (10) Days
Days following the date
following the date of the request
ofthe request for
for mediation.
mediation.
If
If the
the parties
parties cannot
cannot agree
agree toto aa mediator
mediator within
within this ten
this ten (10)
(10) Day
period,
period, each party
each party may
may select
select aa mediator
mediator within
within ten
ten (10)
(10) Days
Days
thereafter
thereafter and
and such
such mediators
mediators shall jointly select
shall jointly select a third mediator
a third mediator who,
who,
acting
acting alone,
alone, shall
shall mediate the
mediate the controversy.
controversy. AA party
party who
Who fails
fails to
t0
appoint
appoint a a mediator
mediator within
Within this
this ten
ten (10)
(10) Day
Day period
period shall
shall lose
lose its
its right
right
to
to appoint
appoint aa mediator.
mediator. The
Themediation
mediation shall
shall be
be conducted
conducted in in Dallas
Dallas
County,
County, Texas.
Texas. The
The administrative
administrative charges,
charges, mediator's
mediator’s fees
fees and
and
related
related expenses
expenses of
of mediation
mediation shall be borne
shall be borne equally
equally by
by the
the parties,
parties,
and
and each
each party
party shall
shall pay its own legal
pay its legal fees
fees incurred
incurred inin connection
connection with
with
such
such mediation.
mediation
PLAINTIFF'S
PLAINTIFF’S ORIGINAL
ORIGINAL PETITION,
PETITION, REQUEST
REQUEST FOR
FOR PRODUCTION
PRODUCTION AND ANDREQUEST
REQUESTFORFORDISCLOSURE—
DISCLOSURE - PAGE 3 OF 8 8
C:\Users\iyoung.GPM\Documents\
C:\Usm‘suyoung GPM\Documcms\‘! Inbox\Plaintiffs
Inbox‘l’laumtfs Original
Ongna] Petition
I’cuuon 18-02-18.wpd
18-02-18.wpd
12.
12. In
ln the
the fall
fall of
of 2018,
20187 the
the manager
manager of of Plaintiff
Plaintiff requested
requested that
that Shah
Shah provide
Preview
FILED DALLAS COUNTY 1 CIT/ESERVE 10/24/2018 9:03 PM FELICIA PITRE DISTRICT CLERK Alicia Mata DC-18-16096 CAUSE No.N0. WESCOTT MED PROPERTIES, LLC, §§ IN THE DISTRICT COURT §§ PLAINTIFF §§ §§ VS. VS. §§ M-298 TH JUDICIAL DISTRICT §§ BHADRESH SHAH §§ DEFENDANT §§ DALLAS COUNTY, TEXAS PLAINTIFFS' PLAINTIFFS’ ORIGINAL ORIGINAL PETITION, PETITION,REQUEST REQUEST FOR FOR PRODUCTION PRODUCTION AND AND REQUEST FOR DISCLOSURE Plaintiff Wescott Med Properties, PlaintiffWescott Properties, LLC brings brings this this lawsuit lawsuit against Defendant Bhadresh against Defendant Bhadresh Shah Shah I. I. SUMMARY, SUMMARY, PARTIES PARTIESAND AND VENUE Summary 1. 1. Defendant Defendant Shah, Shah, aa former former member member of Plaintiff, aa Texas ofPlaintifi‘, Texas limited limited liability company, has liability company, has breached breached and and anticipatorily anticipatorily breached breached thethe company company agreement agreement by repudiating his by repudiating company agreement his company agreement with with Plaintiff, Plaintiff, asserting asserting that that he he is is still still a a member of Plaintiff and ofPlaintifi‘ and demanding membership rights demanding membership rights after after his membership interest his membership interest was was redeemed redeemed by by the the company company pursuant pursuant toto the the company company agreement. agreement. Rule Rule 4747 statement statement 2. 2‘ Plaintiff seeks damages Plaintiff seeks damages within within the thejurisdictional jurisdictionallimits limitsofofthe theCourt‘ Court. Plaintiff Plaintiff seeks seeks monetary monetary relief of relief of under under $100,000 $100,000 currently, currently, non-monetary non-monetary relief, relief,attorney's attorney’s fees, fees, pre-judgment pre-judgment interest, interest and and costs. costs. Discovery Discovery level level -- Rule Rule 190 190 PLAINTIFF'S PLAINTIFF’S ORIGINAL ORIGINAL PETITION, PETITION, REQUEST REQUEST FOR FOR PRODUCTION PRODUCTION AND ANDREQUEST REQUESTFORFORDISCLOSURE— DISCLOSURE - PAGE 11 OF 8 8 C:\Users\iyoung.GPM\Documents\! C:‘\UscIs\IyoungGPM'xDocumcms“! Inbox\Plaintiffs Inboxwlamuffs Original Ongmal Petition Penman 18-02-18.wpd 18-02»18.wpd 3. 3. Plaintiff intends t0 Plaintiff intends to conduct conduct discovery discovery under Level Level 2 2 of of Rule 190 190 of the TEX. of the TEX. R. Civ. CIV. P. P, Parties Parties 4. 4. Plaintiff is aa Texas limited Plaintiff is limited liability company liability company withwith its its offices offices and principal principal place of place business business in McKinney, Texas. in McKinney, Texas. 5. 5. Defendant Defendant Bhadresh Bhadresh Shah Shah is is an an individual who, on information individual who, information and belief, belief, resides resides Fort Fort Bend, Bend, County, County, Texas. Texas. He Hemaymay be be served served atat his his business business address address ofof 4780 4780 Sweetwater Sweetwater BlvdBlvd #150, #150, Sugar Land, Land, TX 77479. 77479‘ Venue 6. 6. Venue is is proper proper inin Dallas Dallas County, County, Texas pursuant pursuant tot0 the the following: following: a. a‘ TEX Civ. TEX. CIV. PRAC. & & REM. REM CODE CODE §§ 15.002(a)(1), 15‘002(a)(1), since since aa substantial substantial part part of the ofthe events events or or omissions omissions giving rise to giving rise to the the claims occurred here. claims occurred here. b. b. TEX‘ Civ. TEX. CIV. PRAC. PRAC‘ & REM. CODE CODE §§ 15.035(a), 15.035(a), since Defendant's contract since Defendant’s contract is is to to be be performed performed in in this this county. county. II. II. FACTS FACTS 7. 7. Defendant Defendant Shah, Shah, as as member, member, executed executed aa certain certain Limited Limited Liability Liability Company Agreement Agreement for for Wescott Wescott Med Properties, Med Properties, LLC, LLC, the the company companyagreement agreementofofPlaintiff Plaintiff Shah Shah held 15 held 15 units units of of membership in Plaintiff in Plaintiff. 8. 8. In In Section Section 6.10 6.10 of of that that agreement, agreement, Shah Shah agreed: agreed: Section Section 6.10 6.10 Guaranty. Guaranty. Each MemberMember shall be required shall be required toto guaranty guaranty aa pro pro rata rata portion portion of the ofthe Company's Company’ obligations under its construction s obligations under its construction loan loan (the (the "Guaranty"). “Guaranty”). Each Member Member agrees to agrees to execute execute and and deliver deliver such such documents documents as as may may bebe requested requested by by the thefinancial financial institution, institution, individual or lessor individual 0r lessor under under the the lease lease agreement agreement or or any loan documents any loan documents. PLAINTIFF'S PLAINTIFF’S ORIGINAL ORIGINAL PETITION, PETITION, REQUEST REQUEST FOR PRODUCTION AND FOR PRODUCTION ANDREQUEST REQUESTFORFORDISCLOSURE— DISCLOSURE - PAGE 2 OF 8 C:\Users\iyoung.GPM\Documents\ C:\Usm‘swyoung GPM‘xDocumcms”! Inbox\Plaintiffs Inbox‘l’lamulfs Original Onynal Petition Pctmon 18-02-18.wpd 18-02-18.wpd A Member's Member’s failure failure to t0 be be deemed deemed creditworthy creditwot‘thy by by the the Manager, ManagerV financial financial institution, or institution, or individual individual0r or aa default default under under the the Member's Member’s Guaranty Guaranty (including, but not (including, but not limited to, aa Member’s limited t0, Member's failure failure to to deliver deliver the the required required financial financial statements under statements under the the Guaranty Guaranty within within 15 15 days days after after Manager's Manager’s request) request) shall shall be considered be considered aa breach breach of this this Agreement Agreement and, notwithstanding and, notwithstanding anything anythingt0to the the contrary contrary in in this this Agreement, Agreement, entitle the Company t0 entitle the to redeem such such defaulting defaulting Member’s Member's Units Units for for $1,000 $1,000 per per Unit. Unit. 9. 9. In 1n Section Section 15.2 15.2 of that agreement, 0fthat agreement, Shah Shah agreed: agreed: *** VENUE VENUE FOR FOR ANY ANY ACTION ACTION ARISING ARISING UNDER UNDER OR OR IN IN CONNECTION CONNECTION WITH WITH THIS AGREEMENT THIS AGREEMENT SHALL SHALL LIE LIE EXCLUSIVELY IN 1N DALLAS COUNTY, COUNTY7 TEXAS. 10. 10. In In Section Section 15.11 15.1 lof that company ofthat company agreement, agreement, Shah Shah agreed: agreed: Further Assurances. Assurances. In In connection connection with with this this Agreement Agreement and and the the transactions transactions contemplated contemplated hereby, hereby, each each Member Member shall shall execute execute and and deliver deliver any any additional additional documents documents and and instruments instruments and and perform any any additional acts that additional acts that may bebe necessary necessary oror appropriate appropriate toto effectuate effectuate and and perform the provisions perform the provisions of this Agreement of this Agreement and those transactions. and those transactions. 11. 11. In 1n Section Section 15.14 15,14 of that agreement, ofthat agreement, Shah Shah agreed: agreed: Section Section 15.14 15.14 Mediation. Mediation. In In the the event event aacontroversy controversy cannot cannot be be resolved resolved byby informal informal discussions discussions the the parties parties may request request by by notice notice to to the the other other party party that that the the controversy controversy be be submitted submitted toto formal formal mediation. mediation. The parties parties shall shall attempt attempt in in good good faith faith to to agree to agree to aasingle single mediator mediator within ten (10) within ten (10) Days Days following the date following the date of the request ofthe request for for mediation. mediation. If If the the parties parties cannot cannot agree agree toto aa mediator mediator within within this ten this ten (10) (10) Day period, period, each party each party may may select select aa mediator mediator within within ten ten (10) (10) Days Days thereafter thereafter and and such such mediators mediators shall jointly select shall jointly select a third mediator a third mediator who, who, acting acting alone, alone, shall shall mediate the mediate the controversy. controversy. AA party party who Who fails fails to t0 appoint appoint a a mediator mediator within Within this this ten ten (10) (10) Day Day period period shall shall lose lose its its right right to to appoint appoint aa mediator. mediator. The Themediation mediation shall shall be be conducted conducted in in Dallas Dallas County, County, Texas. Texas. The The administrative administrative charges, charges, mediator's mediator’s fees fees and and related related expenses expenses of of mediation mediation shall be borne shall be borne equally equally by by the the parties, parties, and and each each party party shall shall pay its own legal pay its legal fees fees incurred incurred inin connection connection with with such such mediation. mediation PLAINTIFF'S PLAINTIFF’S ORIGINAL ORIGINAL PETITION, PETITION, REQUEST REQUEST FOR FOR PRODUCTION PRODUCTION AND ANDREQUEST REQUESTFORFORDISCLOSURE— DISCLOSURE - PAGE 3 OF 8 8 C:\Users\iyoung.GPM\Documents\ C:\Usm‘suyoung GPM\Documcms\‘! Inbox\Plaintiffs Inbox‘l’laumtfs Original Ongna] Petition I’cuuon 18-02-18.wpd 18-02-18.wpd 12. 12. In ln the the fall fall of of 2018, 20187 the the manager manager of of Plaintiff Plaintiff requested requested that that Shah Shah provide