Mico Rodriguez's Counterclaim

FILED
DALLAS COUNTY
4/9/2018 2:43 AM
FELICIA PITRE
DISTRICT CLERK
Crystal McDowell
CAUSE NO. DC-18-04402
RTR DINING VENTURES, LLC AND § IN THE DISTRICT COURT

MESERO HOLDINGS, LLC, both §
derivatively on behalf of 1 MICO 12 §
LP, LLP, MESERO RESTAURANT §
GROUP, LLC; MESERO §
RESTAURANTS, LLC; MESERO §
RESTAURANTS – PRESTONWOOD, §
LLC; MESERO RESTAURANT – §
LEGACY, LLC; and MESERO §
RESTAURANTS – CLEARFORK, LLC, §
§
§
Plaintiffs and Counter-Defendants, §
§
v. §
§
1 MICO 12, LP, LLP, MICHAEL §
RODRIGUEZ, AND MICOMIGUEL, §
LLC, §
§ 101st JUDICIAL DISTRICT
Defendants, Counter-Plaintiffs and §
Third Party Plaintiffs, §
§
v. §
§
RYAN T. ROGERS, MATT FLEEGER, §
WOODROW ROBERT “TREY” DYER §
III, AND CHERRY PETERSEN §
LANDRY ALBERT, LLP, §
§
§
Third-Party Defendants. § DALLAS COUNTY TEXAS
DEFENDANTS’ ORIGINAL COUNTER-CLAIMS, THIRD-PARTY CLAIMS AND

APPLICATION FOR TEMPORARY AND PERMANENT INJUNCTIVE RELIEF
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW, Defendants Michael Rodriguez (“Mico”) and
MicoMiguel,LLC (collectively hereinafter “The Mico Parties”) and files this,
Defendants’ Original Counter-claims, Third-Party Claims and Application for
DEFENDANTS’ ORIGINAL COUNTER-CLAIMS, THIRD-PARTY CLAIMS AND APPLICATION FOR TEMPORARY AND PERMANENT
INJUNCTIVE RELIEF
817110 PAGE 1
1
Temporary and Permanent Injunctive Relief and, for cause, would respectfully
show unto the Court as follows:
PRELIMINARY STATEMENT
1. One of the greatest female entrepreneurs in American history once
said,
“People are definitely a company’s greatest asset. It doesn't make any

difference whether the product is cars or cosmetics. A company is
only as good as the people it keeps.”
– MARY KAY ASH
2. Unfortunately, this action arises out of the unlawful acts of one of
Mary Kay’s descendants, her grandson Ryan T. Rogers, and his cohorts and their
attempts to frighten and bully Mico Rodriguez, violate his legal rights, discriminate
against him, create and continue a hostile work environment, and take away Mico’s
interests in the Mesero restaurants he founded. Further, this case involves the
blatant violations of The Mico Parties’ rights and interests, including but not
limited to the Defendants’ fraud, fraudulent misrepresentation, tortious
interference, negligent misrepresentations, breaches of fiduciary duties,
misappropriation of trade secrets, legal malpractice, and violations of the Texas
Unfair Trade Practices Act committed against The Mico Parties. The Defendants
have knowingly, recklessly, and/or negligently engaged, in conduct designed to
methodically mislead and deceive The Mico Parties in an attempt to steal The Mico
Parties business and throw them out on the street for pennies on the dollar.
DISCOVERY CONTROL PLAN
3. Discovery shall be conducted under Level 2 pursuant to Rule 190.3
of the TEXAS RULES OF CIVIL PROCEDURE.
INJUNCTIVE RELIEF
817110 PAGE 2
2
PARTIES
4. Plaintiff and Counter-Defendant RTR Dining Ventures,
LLC (“RTR”) has already made an appearance in this suit and may be served by
and through its Counsel of Record John T. Cox III. The managing member of RTR
is Ryan T. Rogers, the grandson of the renowned Dallas business tycoon Mary Kay
Rogers and one of the heirs to the Mary Kay fortune.
5. Plaintiff and Counter-Defendant Mesero Holdings, LLC
(“MH”) has already made an appearance in this suit and may be served by and
through its Counsel of Record John T. Cox III.
6. Plaintiff and Counter-Defendant Mesero Restaurant Group,
LLC (“Mesero”) is a limited liability company organized and existing under the
laws of the State of Texas. Its principal place of business is in Dallas, Texas and it
may be served with process through its registered agent Woodrow Robert “Trey”
Dyer III at 3204 Milton Ave., Dallas, Texas 75205, or wherever else he may be
found.
7. Plaintiff and Counter-Defendant Mesero Restaurants, LLC
(“Mesero Restaurants”) is a wholly-owned subsidiary of Mesero and is a limited
liability company organized and existing under the laws of the State of Texas. Its
principal place of business is in Dallas, Texas and it may be served with process
through its registered agent Woodrow Robert “Trey” Dyer III at 3204 Milton Ave.,
Dallas, Texas 75205 or wherever else he may be found.
8. Plaintiff and Counter-Defendant Mesero Restaurants –
Prestonwood, LLC (“Mesero Prestonwood”) is a wholly-owned subsidiary of
Mesero and is a limited liability company organized and existing under the laws of
INJUNCTIVE RELIEF
817110 PAGE 3
3
the State of Texas. Its principal place of business is in Dallas, Texas and it may be
served with process through its registered agent Woodrow Robert “Trey” Dyer III
at 3204 Milton Ave., Dallas, Texas 75205, or wherever else he may be found.
9. Plaintiff and Counter-Defendant Mesero Restaurant – Legacy,
LLC (“Mesero Legacy”) is a wholly-owned subsidiary of Mesero and is a limited
liability company organized and existing under the laws of the State of Texas. Its
principal place of business is in Plano, Texas and it may be served with process
through its registered agent Woodrow Robert “Trey” Dyer III at 3204 Milton Ave.,
Dallas, Texas 75205, or wherever else he may be found.
10. Plaintiff and Counter-Defendant Mesero Restaurants –
Clearfork, LLC (“Mesero Clearfork”) is a wholly-owned subsidiary of Mesero and
is a limited liability company organized and existing under the laws of the State of
Texas. Its principal place of business is in Fort Worth, Texas, and it may be served
with process through its registered agent Mesero Restaurant Group, LLC at 8350
N. Central Expressway, Suite 800, Dallas, Texas 75206, or wherever else he may
be found.
11. Defendant 1 MICO 12, LP, LLP (the “LP”) is a limited
partnership organized and existing under the laws of the State of Texas. Its
principal place of business is Dallas, Texas. The LP may be served with process
through its registered agent Michael Rodriguez at (1) 3102 Maple Avenue, Suite
450, Dallas, Texas 75201; (2) 3131 Maple Ave., Apt. 13 H, Dallas, Texas 75201; (3)
5944 Luther Lane, Suite 95, Dallas, Texas 75225; (4) 3204 Milton Avenue, Dallas,
Texas 75205; and/or, (5) wherever he may be found.
INJUNCTIVE RELIEF
817110 PAGE 4
4
12. Defendant, Counter-Plaintiff and Third-Party Plaintiff
Michael Rodriguez (“Mico”) is an individual who is a citizen of the State of
Texas and resides in Dallas County.
13. Defendant, Counter-Plaintiff and Third-Party Plaintiff
MicoMiguel, LLC (“MicoMiguel”) is a limited liability company organized and
existing under the laws of the State of Texas. Its principal place of business is
Dallas, Texas.
14. Third-Party Defendant, Ryan T. Rogers (“Rogers”) is an
individual who is a citizen of the State of Texas and resides in Dallas County who
may be served with process at his place of business at Mary Kay Headquarters at
16251 Dallas Parkway, Addison, Texas 75001, or wherever else he may be found.
15. Third-Party Defendant, Woodrow Robert “Trey” Dyer III
(“Dyer”) is an individual who is a citizen of the State of Texas and resides in Dallas
County and may be served with process at his usual place of business located at
8350 North Central Expressway, Suite 1500, Dallas, Texas 75206, or wherever else
he may be found.
16. Third-Party Defendant, Matt Fleeger (“Mr. Fleeger”) is an
individual who is a citizen of the State of Texas and resides in Dallas County who
may be served at his residence at 6640 Spring Valley Rd Dallas, Texas 75254-8635,
or wherever else he may be found.
17. Third-Party Defendant, Defendant Cherry Petersen Landry
Albert, LLP (“CPLA”) is a Texas limited liability partnership doing business at
8350 North Central Expressway, Suite 1500, Dallas, Texas 75206 and may be
INJUNCTIVE RELIEF
817110 PAGE 5
5
served with process through its partner Kevin Cherry at 8350 North Central
Expressway, Suite 1500, Dallas, Texas 75206, or wherever else he may be found.
18. The Parties RTR, MH, Mesero, Mesero Restaurants, Mesero
Prestonwood, Mesero Legacy, Mesero Clearfork, Rogers, Mr. Fleeger and Dyer are
sometimes collectively hereinafter referred to as the “Dyer Defendants.”
Predatory Affiliations
19. The Mico Parties believe and hereby allege, on information and
belief, that at all times mentioned herein, each of the Defendants were the agents,
servants, employees, and/or partners, of one or more or all of the other
Defendants, and acted within the scope and authority of such agency, master-
servant relationship, employer-employee relationship, and/or partnership, joint
venture or co-venture, and with the knowledge, consent, approval, direction,
understanding, agreement, and/or ratification of one or more or all of the
Defendants.
20. Unless a particular Defendant is named, whenever this Petition
references the acts of any Defendant such allegation shall be deemed to mean the
acts of those Defendants named in the particular cause of action and each other
Defendant acting individually, jointly and severally.
JURISDICTION & VENUE
21. Jurisdiction is proper in this Court as the relief requested falls within
the jurisdictional limits of the Court. Venue is proper in Dallas County, Texas,
pursuant to Chapter 15 of the Texas Civil Practice and Remedies Code because,
among other reasons, all or a substantial portion of the events involved in this
lawsuit occurred in Dallas County, Texas.
INJUNCTIVE RELIEF
817110 PAGE 6
6
22. Jurisdiction is proper in this Court as the damages fall within the
jurisdictional limits of this Court. Pursuant to TEX. R. CIV. P. 47 The Mico Parties
seek monetary relief over $1,000,000.00.1
THE CORPORATE STRUCTURE
23. Mr. Mesero is the first of the popular set of restaurants conceived and
brought to life by Mico Rodriguez (“Mico”). Mr. Mesero on McKinney, while
sharing a similar name to Mesero Miguel on North Henderson, and the chain of
Mesero restaurants ranging from Lovers Lane to Clerfork, Fort Worth, both Mr.
Mesero and Mesero Miguel have their own, unique partnership agreement and set
of investors.
24. Mr. Mesero is operated by 1 Mico 12, LP, LLP (“1 Mico 12”) a limited
liability partnership doing business in Dallas County, Texas. 1 Mico 12 is comprised
of one General Partner, McioMiguel, LLC (“MicoMiguel”) who also acts as the
Sole Managing Partner of 1 Mico 12, a set of Limited Partners comprised of Mico
Restaurant Partners, LLP (“MRP”), Bill Hutchinson (“Hutchinson”), and Jeff
Coleman (“Coleman”), and a plethora of Investor Limited Partners. The listed
Investor Limited Partners are CTM2, LLC (“CTM2”), Lawrence Bock (“Bock”),
Buddy Cramer (“Cramer”), David Harrison (“Harrison”), Domingo Garcia
(“Garcia”), Steve Schenkel (“Schenkel”), Stephen Summers (“Summers”), the
Ray W. Washburn Family Trust, the Richard P. Washburn Family Trust, the R.P.
McNutt GS Trust, Matt Fleeger (“Fleeger”), Clay Jenkens, RTR Dining Ventures
LLC (“RTR”), Harvey Carter (“Carter”), and Murray Holland (“Holland”).
1The Mico Parties reserve the right to amend, decrease and/or increase the amount of damages
plead based on evidence developed before trial.
INJUNCTIVE RELIEF
817110 PAGE 7
7
Attached hereto as Exhibit “A,” is a true and correct copy of the Agreement of
Limited Partnership of 1 Mico 12, LP, LLP, which is incorporated herein by
reference with the same force and effect as though fully set forth herein.
25. MicoMiguel is a limited liability company doing business in Dallas,
Texas. MicoMiguel, as discussed above, is the General and Managing Partner of 1
Mico 12, and is comprised of one member, Mico Rodriguez, who owns all of its
membership interest. Mico Rodrigeuz is an individual residing in Dallas County,
Texas. Attached hereto as Exhibit “B,” is a true and correct copy of the Certificate
of Formation, which is incorporated herein by reference with the same force and
effect as though fully set forth herein.
26. Mico Restaurant Partners LLP is a limited liability partnership doing
business in Dallas County, Texas. MRP has one General Partner, and four Limited
Partners. The General Partner is MicoMiguel, with a 1% ownership interest in
MRP. The four Limited Partners are Mico Rodriguez with 51% ownership interest,
CTM2 with 15% ownership interest, Ricardo Garza at 25% ownership interest, and
Roxanne West, at 8% ownership interest. Attached hereto as Exhibit “C,” a true
and correct copy of the Certificate of Formation Limited Partnership, which is
incorporated herein by reference with the same force and effect as though fully set
forth herein.
27. CTM2 is a limited liability company doing business in Dallas Texas.
Two individuals, Charlie Solomon Jr. (“Solomon”), and Dyer, wholly own CTM2.
Both Solomon and Dyer reside in Dallas County, Texas.
28. The Ray W. Washburne Family Trust is administered by Ray W.
Washburne, Trustee. Ray W. Washburne resides in Dallas County, Texas.
INJUNCTIVE RELIEF
817110 PAGE 8
8
29. The Richard P. Washburne Family Trust is administered by Richard
P. Washburne, Trustee. Richard P. Washburne resides in Dallas County, Texas.
30. The R.P. McNutt GS Trust is administered by Bob McNutt, Trustee.
Bob McNutt resides in Dallas County, Texas.
31. RTR Dining Ventures, LLC is a limited liability company doing
business in Dallas County, Texas. The managing member of RTR is Ryan Rogers,
the grandson of the renowned Dallas business tycoon Mary Kay Rogers.
1 MICO 12 LP, LLP, AT A GLANCE
Title Name Members or Trustee

General Partner MicoMiguel, LLC – Mico Rodriguez –
1% Managing (and only)
Member
Limited Partner Mico Restaurant Partners, General Partner:
LLP – MicoMiguel, LLC
30.25%
Limited Partner Bill Hutchinson & Jeff
Coleman –
30.25%
Investor Limited CTM2, LLC – Charlie Solomon Jr. &
Partner 2.75% W.R. “Trey” Dyer III
Investor Limited Lawrence Bock –
Partner 2.75%
Investor Limited G.H. “Buddy” Cramer, Jr. –
Partner 1.375%
Investor Limited David Harrison –
Partner 1.375%
Investor Limited Domingo Garcia –
Partner 2.75%
Investor Limited Steve Schenkel –
Partner 2.75%
Investor Limited Stephen R. Summers –
Partner 2.75%
Investor Limited Ray W. Washburne Family Ray W. Washburne -
Partner Trust – Trustee
1.83%
Investor Limited Richard P. Washburne Richard P. Washburne –
Partner Family Trust – Trustee
1.83%
INJUNCTIVE RELIEF
817110 PAGE 9
9
Investor Limited R.P. McNutt GS Trust – Robert P. McNutt -
Partner 1.83% Trustee
Investor Limited Matt Fleeger –
Partner 5.5%
Investor Limited Clay Jenkens –
Partner 2.75%
Investor Limited *RTR Dining Ventures, LLC – Ryan Rogers – Managing
Partner 5.5% Member
Investor Limited Harvey Carter –
Partner 1.375%
Investor Limited Murray Holland –
Partner 1.375%
*RTR Dining Ventures, LLC never signed the Partnership Agreement of 1 Mico
12 LP, LLP, and as such is not a party to the Partnership Agreement.
STATEMENT OF FACTS
32. Mico, is known as the “Godfather” of Dallas Tex-Mex, changed how
North Texans eat and think about Tex-Mex, when he co-founded Mi Cocina in a
foreclosed strip mall in 1991. When opening Mi Cocina their mission, which they
accomplished quite successfully, was to create a uniquely upscale Tex-Mex
restaurant that placed an emphasis on using only the freshest, highest quality
ingredients complemented by warm, friendly and professional service. During the
fall of 2010, after his departure from Mi Cocina, Mico sought to make a comeback.
The first person he contacted was famed real estate developer Bill Hutchinson
(“Hutchinson”). Mico pitched the idea to Hutchinson who immediately loved it.
Mico created the name, concept, design and themes of the restaurant to go with
Mico’s recipes and Hutchinson gave him the location. Mico and Hutchinson then
sought to include other former Mi Cocina investors and friends in the new
restaurant venture, to be called “Mr. Mesero.”
INJUNCTIVE RELIEF
817110 PAGE 10
10
THE DYER EFFECT
33. Mico through his discussions with investor Charles Solomon was re-
introduced to Dyer by Solomon during a lunch at Maple and Motor. Dyer, who was
at the meeting as Solomon’s lawyer to represent Solomon’s interests, relayed his
desire to both invest and otherwise become actively involved in all of the Mesero
restaurants as a founding partner, investor, and lawyer with Mico, Hutchinson and
Solomon. Shortly thereafter, Dyer and CPLA became counsel for Mico and his
entities.2
34. The attorney client relationship is a sacred relationship and within
it, in fact, is the oldest privilege recognized by Anglo-American jurisprudence—the
attorney-client privilege. Dyer and CPLA had a long-standing attorney-client
relationship spanning over seven (7) years with Mico, his wife, and related and
affiliated entities.
35. Dyer and CPLA provided personal legal services to Mico related to
among other things: 1) advice and guidance pertaining to the formation and
operation of his business; 2) taking money from investors; 3) forming new
entities; 4) representing he and his wife in Cause No. DC-16-01754; styled CITY
OF DALLAS vs. CAROLINE GALVAN-RODRIGUEZ and MICHAEL RODRIGUEZ
in the 162nd Judicial District Court, Dallas, Texas;3 5) providing legal services to
MicoMiguel, LLC including forming and representing that limited liability
company; 6) providing legal services to Mesero Restaurant Group, LLC, including
2 After becoming Counsel for Mico and his entities Dyer and CPLA continued to simultaneously
represent Charles Solomon in various matters, including but not limited to the very same
partnership in which they represented Mico and his entities.
3
See Exhibit “J”, a true and correct copy of Defendants’ Original Answer.
INJUNCTIVE RELIEF
817110 PAGE 11
11
forming and representing the interests of that limited liability company and, 7)
providing legal services to Mesero Restaurants - Prestonwood, LLC, including
forming and representing the interests of that limited liability company; 8)
providing legal services to Mesero Restaurants - Legacy, LLC, including forming
and representing the interests of that limited liability company; 9) providing legal
services to Mesero Restaurants - Clearfork, LLC, including forming and
representing the interests of that limited liability company; and, 10) the formation
and representation of MicoMiguel, LLC.
36. In fact, Mico cherished his sacred relationship with Dyer who
consistently reassured Mico of their scared bond, friendship and trust. Mico
entrusted Dyer and CPLA with knowledge of his confidential information, trade-
secrets, financial information and other confidential matters about himself
personally and his entities. Additionally, Mico entrusted his daughter’s care to
Dyer, should Mico pass away at an early age, much like Mico’s father had. Not long
thereafter, Mico was diagnosed with prostate cancer. One comfort that Mico
thought he had was knowing that his daughter would be taken care of by a man
Mico considered both his brother, business partner and trusted legal counsel—
because Dyer always told Mico that was what he was.
37. Unbeknownst to Mico, Dyer had a history of deceiving people. Dyer
became almost like a shadow and an echo of Mico. Wherever Mico was you could
see the shadow of Dyer mimic every move Mico made. In fact, when Dyer would
meet people who knew Mico he went out of his way to ingratiate himself with them
and attempt to hijack Mico’s relationships. Particularly with woman, Dyer despite
INJUNCTIVE RELIEF
817110 PAGE 12
12
being married with three (3) step children, was too familiar with Mico’s plutonic
female friends and acquaintances.
38. Further, upon information and belief, Dyer also had a pattern and
practice of using his position as a lawyer to insert himself into his clients’ various
businesses. For example, Dyer is a member of Mercedes Restoration, LLC4 d/b/a
Mr Restore / MrRestore.com.5 Dyer’s business partner is Mr Restore Clint Junell
(“Junell”) who is a convicted felon.6 According to documents filed in United States
of America v. Clint William Junell, Barron Keith Hopgood, Junell, Dyer’s partner,
pled guilty to knowingly, intentionally and willfully creating a scheme to commit
mail fraud on certain mortgage lenders, which employed false material
representations. At the time, Junell was purportedly a homebuilder who caused
materially false representations to be made to residential mortgage lenders in
order to obtain the funding of mortgage loans for third party purchasers to make
real estate purchases that would financially benefit himself. These schemes are
sometimes called “builder bailout” schemes.
39. Not surprising, Mr Restore under the direction of Dyer and Junell
have engaged in a pattern and practice of filing fraudulent liens routinely against
their own customer’s real properties in Dallas County, Texas, who have refused to
4 See Exhibit “D”, a true and correct copy of an Assumed Name Certificate of Mr Restore/ Mr
Restore.com from the Texas Secretary of State.
5 See
Exhibit “E”, a true and correct copy of 2017 Texas Franchise Tax Public Information Report
from the Texas Secretary of State.
6 See Exhibits “F1” and “F2”, a true and correct copy of the Indictment and Final Order of
Forfeiture of Clint Junell in Case No. 4:11-cr-00198-ALM-CAN styled United States of America v.
Clint William Junell (1) Barron Keith Hopgood (2) In the United States District Court for the
Eastern District of Texas Sherman Division.
INJUNCTIVE RELIEF
817110 PAGE 13
13
participate in a scam to defraud the insurance carriers whom the homeowners
make their claims through.7 Not to mention the lawsuits where the customers were
able to fight back8 against Dyer, et al. which includes Cause No. DC-17-08103;
Johnny Wells and April Wells v. Mercedes Restoration, LLC individually and
d/b/a Mr Restore and MrRestore.com, Clint Junell and Stephen Mark Goacher
pending in the 162nd Judicial District Court, Dallas, Texas wherein it states,
“Defendants, Including Fraud Monger Clint Junell, Have Attempted to Fleece
Plaintiffs for More Than $250,000 and Have Threatened to Sue Them in “Big Boy
Court.”
PRETTY IN PINK
40. Dyer, who had entrenched himself with Mico and his businesses,
wanted to bring in some of his own people after successfully attaching himself to
Solomon and Mico and after Mico launched Mr Mesero and M-2, the Mesero
restaurant located at Knox-Henderson. Dyer contacted his old St. Marks buddy
and Mary Kay heir, Ryan Rogers, and another man, Matt Fleeger. Rogers is the
grandson and one of the heirs of the late Mary Kay, the wildly successful founder
of the very pink and very profitable cosmetic and skin care line.
41. In May of 2014, Mico opened M-3, the Mesero restaurant located at
Lovers and Inwood. M-3 is the first restaurant that Mico opened exclusively with
7 See Exhibit “G”, a true and correct copy of a verified records search of Dallas County Public
Records indicating Mercedes Restoration has filed approximately 23 liens.
8See Exhibit “H” a true and correct copy of the Plaintiffs’ Original Petition in Cause No. DC-16-
16343; Stanley Gray, et al v. Mercedes Restoration, LLC pending in the 101st Judicial District
Court, Dallas, Texas.
See Exhibit “I”, a true and correct copy of the Wells’ Original Petition.
INJUNCTIVE RELIEF
817110 PAGE 14
14
partners Mr. Rogers, and Mr. Fleeger and Mr. Dyer (his lawyer and partner),
(collectively, the “Business Partners”).
42. Before Mr. Fleeger and Rogers would invest in Mesero, they
required, as a precondition, that Mico and Dyer discard all their other partners.
Mico needed the capital and guarantor status Mr. Fleeger and Mr. Rogers brought
so he acquiesced. It was Mico’s reputation as an industry leader that secured the
coveted M-3 location. Buoyed by success at M-3, Mico and his Business Partners
opened M-4, at Prestonwood and Belt Line Road, another highly sought after
location, in May of 2016. Mico’s rapidly rising career caught the attention of real
estate developer Crawford Evans, as well as other real estate developers. Mr. Evans
approached Mico and eagerly broached the idea of having Mico open a Mesero
restaurant on his property.
TIMES UP
43. During this time, Mico reported to the Board of Directors that Mr.
Fleeger, a self-proclaimed oil tycoon, who boasts that he founded the highly
successful Gulf Coast Western company, who is also a known alcoholic, who
frequents M-3 and, among other things: 1) gets drunk and doesn’t pay for his all of
his drinks; 2) harasses female customers telling woman in public that he wants to
f$*K them; 3) tells male customers that he wants to f$%k their wives; 4) grabs
female waitresses by the a$$ making them extremely uncomfortable and creating
liability for the restaurants; 5) is verbally abuses the staff and regularly
undermined and disparaged Mico to employees; and, 6) even told Mico, “I am
going to fire your a$$,” and on another occasion, told Mico, “We are short staffed,
have you run out of Mexicans?” Shortly, thereafter, Mico’s comeback in the
INJUNCTIVE RELIEF
817110 PAGE 15
15
restaurant world came to a grinding halt as he faced a very different challenge,
namely cancer.
44. While Mico began undergoing treatment for prostate cancer in
October of 2016, in retaliation for, among other things, reporting Mr. Fleeger’s
despicable behavior, a racially and sexually hostile work environment and
complaining about his partners’ intent to cut corners and lower the quality of food
and service in order to turn a larger profit, his Business Partners not only took
control of Mesero but began to plan how to: remove Mico from active participation
in the company; and steal (a) his concept, (b) his intellectual property, (c) the name
“Mesero,” and, (d) Mico’s recipes and other property belonging to Mico. In
December of 2016, Dyer’s mother publicly announced her son had replaced Mico
as CEO of Mesero.
45. The Business Partners are no strangers to cheating their partners. In
fact, this is “de ja vu” from their time at Mr. Mesero, and the first Mesero on
Henderson. Rogers, the Mary Kay heir, and Fleeger, the oil tycoon, already
succeeded at pushing all of their other partners at Mr. Mesero and Mesero Miguel
out of the picture. One of those tossed-out partners is Charles Solomon, Jr., who
along with his partner and lawyer Dyer, was part of both Mr. Mesero and Mesero
Miguel (Mico’s second Mesero Restaurant on North Henderson), until Rogers,
Fleeger and Dyer, as a preview to getting rid of Mico, pushed Mr. Solomon out of
future restaurants. Mr. Solomon’s case styled Cause No. DC-16-14094; Charles
Solomon, Jr. v. Woodrow Robert “Trey” Dyer III and Cherry Peterson Landry
Albert, LLP is currently pending in 298th Judicial District Court in Dallas County.
INJUNCTIVE RELIEF
817110 PAGE 16
16
46. In February of 2017, Mico was finally well enough to return to work
at Mesero. As it turned out, Mico’s return was not welcomed by his Business
Partners. In fact, in February of 2017, the Board of Directors at Mesero informed
Mico that he was no longer the CEO, but was delegated to a newly created position
with no duties called, the “Chief Inspirational Officer.” At the time, Dyer as the
company lawyer and Mico’s personal attorney attempted to have Mico sign
paperwork agreeing to this change; however, Mico refused.
47. Despite his Business Partners refusal to give him back his position
and their interference with his operations of Mr. Mesero and the other Mesero
restaurants, Mico attempted to throw himself into building up Mesero and the
family of staff and chefs that go with it. In May of 2017, M-5 at Legacy West
opened. Following that, the Mesero home office was opened in June of 2017.
Already, because of Mico’s stellar reputation as a chef and mentor, he attracted the
attention of Crawford Evans (who Mico met 25 years ago and was a huge fan dating
back to his Mia’s days). Evans wanted Mico to open up not just M-6 at Clearfork,
in Fort Worth, but M-7, to be located at Victory Park, as well. Due to the high
regard in which the landlord at M-5, Fehmi Karahan, and the real estate developer
for M-6, Mr. Evans, have for Mico, Mico was able to provide Mesero with the
opportunity to secure excellent and highly sought-after leases for both M-5 and M-
6. Without Mico’s stature and personal relationships, it is unlikely that the
Business Partners would have been successful in securing such favorable leases at
such desirable locations.
48. Yet, the Business Partners chose to ignore the enormous value Mico
brought to Mesero, and abruptly terminated him in December of 2017 – at Capitol
INJUNCTIVE RELIEF
817110 PAGE 17
17
Grill at lunch and publicly humiliating him. Dyer told Mico that because Mico was
not happy with the behavior of his Business Partners and the decisions they were
making, then Mico should not come back. Rogers adamantly told Mico that he did
“not want to be [Mico’s] partner.”
49. Following the humiliating public lunch, verbal attack, and wrongful
termination in December 2017, Mico sought a way to avoid the strife while keeping
the integrity of Mesero intact. Mr. Fleeger discussed buying out Mico’s interests
and the value of Mico’s 30% share in Mesero. Mr. Fleeger valued Mico’s interests
at $3,000,000, but offered to pay him $1,000,000 over time, of course this was
unacceptable to Mico.
50. Mr. Fleeger’s other Business Partners did not want to buy-out Mico,
who is a leader in the industry, claiming that would injure the Mesero brand, and
drive down profits. Instead, the Business Partners sought to keep Mico as a
figurehead with significantly decreased input. To add insult to injury, the Business
Partners claimed that Mico, at some prior point, signed an Agreement which
contained a non-compete clause, preventing Mico from not only starting up any
new restaurants, but from even being a waiter at any restaurant anywhere. The
alleged non-compete continued into perpetuity. Allegedly, the Business Partners
also signed similar Agreements. However, none of the Business Partners work
within the restaurant industry for a living, like Mico does. Thus the non-compete
was illusory, as the non-compete only restricted Mico’s ability to work. Mico never
saw these signed agreements nor was he provided a copy despite repeated requests
made to his lawyer Dyer.
INJUNCTIVE RELIEF
817110 PAGE 18
18
51. Mico felt that a buy-out was the best solution, yet the Business
Partners resisted. Rogers, through his entity RTR Dining Ventures, LLC owns a
25% share of Mesero, as does Mr. Fleeger through his entity, Mesero Holdings,
LLC. Dyer owns a 20% share only because he fraudulently induced Mico to give
him those shares of his interests in exchange for taking care of his daughter should
Mico pass away, and continued legal representation, services and legal protection
from situations just like this. However, Mico never got what he bargained for from
Dyer.
52. Despite Mr. Fleeger’s initial discussions and offer, he later denied
that any offer of a buy-out was ever made. Furthermore, to this day the Business
Partners refuse to allow Mico to examine the books and records despite demand
which was made pursuant to the Texas Business and Commerce Code, leaving Mico
in the dark as to what they are doing with the books, whether they are paying all
company bills and taxes, and unable to determine exactly how much his 30% share
is worth.
53. Ultimately, The Mico Parties seek help from this Honorable Court to
right the wrongs The Mico Parties have suffered at the hands of the Defendants
including violations of laws relating to race discrimination, age discrimination, and
wrongful termination of his role with Mesero as retaliation for standing up to
Dyer’s unlawful conduct, the intentions of the partners to lower the quality of
service of the restaurants, and breaches of his fiduciary duties by Dyer as The Mico
Parties’ lawyer and partner.
INJUNCTIVE RELIEF
817110 PAGE 19
19
CAUSES OF ACTION
NEGLIGENCE - LEGAL MALPRACTICE (DYER AND CPLA)
54. The Mico Parties incorporate each of the foregoing paragraphs by
reference as if fully set forth herein verbatim.
55. Dyer and CPLA owed The Mico Parties a duty. The Mico Parties will
show that there was an attorney-client relationship with Dyer and CPLA that was
formed, at all material times, by either the express or the implied conduct of Dyer
and CPLA, and that, at all material times, Dyer and CPLA provided legal advice
and services that were relied upon by the Mico Parties.
56. Dyer and CPLA’s negligent acts and omissions breached that duty.
The Mico Parties would further show that Dyer and CPLA owed to The Mico
Parties a duty and standard of care to exercise ordinary care in their
representation. Dyer and CPLA failed to exercise ordinary care in their
representation and that failure has proximately caused damage to The Mico
Parties.
57. Dyer and CPLA’s breaches proximately caused The Mico Parties’
injury.
58. The Mico Parties suffered damages.
BREACH OF FIDUCIARY DUTY
60. The Dyer Defendants and CPLA owed fiduciary duties to the Mico
Parties. As a result of the Dyer Defendants and CPLA’s unlawful acts and conduct,
the Dyer Defendants and CPLA breached the following fiduciary duties:
INJUNCTIVE RELIEF
817110 PAGE 20
20
1. duty of loyalty and utmost good faith;
2. duty of candor;
3. duty to refrain from self-dealing;
4. duty to act with integrity of the strictest kind;
5. duty of fair, honest dealing;
6. duty of full disclosure;
7. duty of good faith, fair dealing, loyalty, and fidelity;
8. duty of full disclosure on all matters affecting the Mico Parties;
9. duty of utmost good faith, fairness and honesty in dealing;
10. duty to account for all of the Mico Parties property; and,
11. duty to maintain confidential information; and not to use or disclose
such information to the Mico Parties detriment
Dyer Defendants and CPLA’s breach of their fiduciary duties resulted in injury to
The Mico Parties and/or benefits to the Dyer Defendants and CPLA. The Mico
Parties have been damaged by the unlawful acts and conduct of the Dyer
Defendants and CPLA. The damages suffered by The Mico Parties were a
foreseeable result of the Dyer Defendants and CPLA’s breach of their fiduciary
duties.
61. The Mico Parties seeks all actual, consequential, and incidental
damages that have resulted from Dyer Defendants and CPLA’s breaches of their
fiduciary duties. Further, The Mico Parties seek forfeiture and disgorgement of all
benefits that have been received by Dyer Defendants and CPLA as a result of these
breaches of fiduciary duties owed to The Mico Parties.
UNFAIR COMPETITION THROUGH MISAPPROPRIATION
63. The Mico Parties have created its business by and through their
devotion of extensive time, labor, skill and money.
INJUNCTIVE RELIEF
817110 PAGE 21
21
64. The Dyer Defendants have engaged in unlawful business acts or
practices by committing acts including fraud, conversion, interference with
business relationships, and other illegal acts and practices as alleged above, all in
an effort to gain unfair competitive advantage over The Mico Parties.
65. These unlawful business acts or practices were committed pursuant
to business activity related to practices of The Mico Parties and then utilizing those
procedures and creating a copy-cat company. Further, the acts and conduct of the
Dyer Defendants constitute fraudulent, unlawful, and unfair competition.
66. The Dyer Defendants have improperly and unlawfully taken
commercial advantage of The Mico Parties and its confidential and proprietary
information and procedures. In light of the Dyer Defendants conduct, it would be
inequitable to allow the Dyer Defendants to retain the benefit of the knowledge
obtained though the unauthorized and unlawful use of The Mico Parties’
confidential and proprietary information and procedures.
67. The Dyer Defendants unfair business practices have unjustly
minimized The Mico Parties competitive advantage and have caused and are
causing The Mico Parties to suffer damages.
68. As a result of such unfair competition, The Mico Parties have also
suffered irreparable injury and, unless the Dyer Defendants are enjoined from such
unfair competition, will continue to suffer irreparable injury, whereby The Mico
Parties has no adequate remedy at law.
69. The Dyer Defendants should be compelled to disgorge and/or restore
any and all revenues, earnings, profits, compensation, and benefits he may have
obtained, including, but not limited to, disgorging any revenue earned from the
INJUNCTIVE RELIEF
817110 PAGE 22
22
use of The Mico Parties confidential and proprietary information, and should be
enjoined from further unlawful, unfair, and deceptive business practices. The Dyer
Defendants should also be ordered to return any materials taken from The Mico
Parties, and all copies of such, in its possession, custody, or control.
TORTIOUS INTERFERENCE WITH EXISTING CONTRACT
71. The Mico Parties had valid contracts including the Agreement with
the LP.
72. The Dyer Defendants willfully and intentionally interfered with the
contract.
73. The interference proximately caused The Mico Parties injury.
74. The Mico Parties incurred actual damage or loss.
TORTIOUS INTERFERENCE WITH PROSPECTIVE RELATIONS
76. There was a reasonable probability that The Mico Parties would have
entered into a business relationship with a third person.
77. The Dyer Defendants intentionally interfered with the relationship.
78. The Dyer Defendants’ conduct was independently tortious or
unlawful.
79. The interference proximately caused The Mico Parties injury.
80. The Mico Parties suffered actual damage or loss.
INJUNCTIVE RELIEF
817110 PAGE 23
23
TRADE SECRET MISAPPROPRIATION UNDER THE TEXAS UNIFORM TRADE
SECRETS ACT (DYER DEFENDANTS)
82. The Mico Parties owned certain trade secrets in the form of recipes
designs, and concepts. Such Confidential Information of The Mico Parties included
trade secrets and other of The Mico Parties business information that is not
generally or easily obtainable, including the recipes and other property.
83. The Mico Parties have made reasonable efforts to maintain the
secrecy of its Confidential Information.
84. This Confidential Information has actual and/or potential
independent value because it is generally unknown to and not readily ascertainable
by third parties who can obtain value from its disclosure or use.
85. The Dyer Defendants have misappropriated The Mico Parties trade
secrets and Confidential Information by disclosing and/or using The Mico Parties
trade secrets and Confidential Information without The Mico Parties consent.
86. Such misappropriation of The Mico Parties trade secrets and
Confidential Information by Defendants has caused injury and damages incurred
and to be incurred by The Mico Parties as a result. The Mico Parties now seek
economic, non-economic, special, general, consequential, reliance, restitution, and
incidental damages in an amount within the jurisdictional limits of this Court.
87. The Mico Parties further seeks exemplary damages against
Defendants of not less than three (3) times the amount of The Mico Parties actual
damages for the Dyer Defendants’ willful and malicious misappropriation of The
INJUNCTIVE RELIEF
817110 PAGE 24
24
Mico Parties trade secrets and Confidential Information as permitted under TEX.
CIV. PRAC. & REM. CODE § 134A.004(a).
88. The Mico Parties further seeks injunctive relief in the form of either:
(a) a prohibitive injunction for actual or threatened misappropriation of The Mico
Parties Confidential Information by the Dyer Defendants; or, (b) an injunction
requiring Defendants a reasonable royalty for any future use of The Mico Parties
trade secrets and Confidential Information. See TEX. CIV. PRAC. & REM. CODE §
134A.003(a)-(b).
89. The Mico Parties further seeks payment of its attorneys' fees as a
prevailing party under TEX. CIV. PRAC. & REM. CODE §134A.005(2)-(3), and as
otherwise permitted under law and equity.
COMMON LAW TRADE SECRET MISAPPROPRIATION (ALL DEFENDANTS)
91. The Mico Parties owned certain trade secrets in the form of The Mico
Parties' Confidential Information. Such Confidential Information of The Mico
Parties included trade secrets and other of The Mico Parties’ business information
that is not generally or easily obtainable and other materials furnished to the Dyer
Defendants by The Mico Parties.
92. The Dyer Defendants used or disclosed the trade secret: (1) in
violation of a confidential or contractual relationship with The Mico Parties.
Further the Dyer Defendants used the trade secret; (2) after acquiring the trade
secret by improper means; or, (3) after acquiring the trade secret with notice that
the disclosure was improper.
INJUNCTIVE RELIEF
817110 PAGE 25
25
93. As a result of the Dyer Defendants improper acts The Mico Parties
suffered injury.
VIOLATIONS OF THE TEXAS THEFT LIABILITY ACT (ALL DEFENDANTS)
95. The Mico Parties has a possessory right to its proprietary,
confidential, and trade secret property. The Dyer Defendants unlawfully
appropriated, secured and/or stole The Mico Parties’ property including but not
limited to The Mico Parties’ business information that is not generally or easily
obtainable, including specific engagement procedures, techniques, internal
procedures, programs, regular business reports, forms, projections, financial
information and all records, files, manuals, blanks, forms, materials, supplies,
computer programs, and other materials furnished to the Dyer Defendants by The
Mico Parties in violation of:
a. Texas Penal Code section 31.03 theft of real or personal property.
b. Texas Penal Code section 31.04 theft of service.
c. Texas Penal Code section 31.05 theft of trade secrets.
96. The unlawful taking was made with the intent to deprive The Mico
Parties of its property. The Mico Parties has sustained damages as a result of the
theft for which it now brings this suit seeking actual and consequential damages,
interest, costs, and exemplary damages as well as statutory damages.
CONVERSION AND CIVIL THEFT (DYER DEFENDANTS)
INJUNCTIVE RELIEF
817110 PAGE 26
26
98. The Mico Parties owns and possess confidential proprietary
information, including but not limited to The Mico Parties’ business information
that is not generally or easily obtainable, including the concept, intellectual
property, the name “Mesero,” and, Mico’s recipes and other property belonging to
Mico furnished to the Dyer Defendants by The Mico Parties.
99. The property was personal property. The Dyer Defendants
wrongfully exercised dominion and control over the property.
100. The Mico Parties has suffered injury as a result of the Dyer
Defendants conduct for which The Mico Parties now brings this suit. The Mico
Parties seeks recovery of its actual and consequential damages, costs, interest, and
exemplary damages.
101. Further, the Dyer Defendants intentionally and willfully made
fraudulent misrepresentations in order to take possession of The Mico Parties’
property, including, but not limited to, The Mico Parties’ confidential and
proprietary materials.
102. This property is the sole and exclusive property of The Mico Parties.
103. The Mico Parties has an exclusive right to possession and
distribution of such property, which is valuable to The Mico Parties and vital to its
continued business operations.
104. The Mico Parties at no time consented, expressly or impliedly, to the
Dyer Defendants copying, retention, distribution, or transferring of such property.
105. Upon information and belief, the Dyer Defendants have been in
knowing and unauthorized possession and control of such property for sometime.
INJUNCTIVE RELIEF
817110 PAGE 27
27
106. Since that time, the Dyer Defendants may have been obtaining unjust
and substantial benefit from The Mico Parties’ property without The Mico Parties’
consent and without paying The Mico Parties for the value of such property.
107. The Dyer Defendants improper assumption and exercise of
dominion and control over The Mico Parties’ property has and will continue to
interfere with and diminish The Mico Parties’ rights in that property.
108. Allowing the Dyer Defendants to retain the benefits received as a
result of their wrongful acts would unjustly benefit Defendants at The Mico Parties’
expense.
109. As a direct and proximate result of the Dyer Defendants’ actions, The
Mico Parties has lost, and will continue to lose, profits in an amount to be
determined at trial. The Dyer Defendants wrongful conduct was a substantial
factor in causing this harm.
110. The Mico Parties is entitled to an award of the value of the property
taken, with interest, and other damages in an amount to be proven at trial. In
addition, or in the alternative, The Mico Parties is entitled to damages and
repossession of the converted property. In addition, or in the alternative, The Mico
Parties is entitled to restitution of the Dyer Defendants ill-gotten gains. The Mico
Parties will seek its election of remedies at trial.
CIVIL CONSPIRACY (DYER DEFENDANTS AND CPLA)
112. The Dyer Defendants were members of a combination of two or more
persons. The object of the combination was to accomplish an unlawful purpose.
INJUNCTIVE RELIEF
817110 PAGE 28
28
The Dyer Defendants had a meeting of the minds on their object or course of
action. The Dyer Defendants knowingly, intentionally, and maliciously conspired
to: engage in predatory business practices; tortiously interfere with contractual
relationships, cause confusion in advertising, and defraud The Mico Parties with
the apparent intent of stealing their confidential information and trade secrets and
then running it out of business. In furtherance of the object or course of action,
one of the members of the combination committed an unlawful, overt act. The
Mico Parties has suffered injury as a proximate result of the wrongful acts. The
Mico Parties seeks the recovery of actual and consequential damages that are
within the jurisdictional limits of this Court, and exemplary damages as allowed by
law.
FRAUD
114. The Dyer Defendants and CPLA made numerous, false
representations of material fact to the Mico Parties at various times during the
transactions at issue herein. The Dyer Defendants and CPLA knew the
representations were false when making them, or alternatively, made the
representations recklessly, as positive assertions, and without knowledge of their
truth. The Dyer Defendants and CPLA made the representations with the intent
that the Mico Parties act on it and the Mico Parties justifiably relied on the
representations to his detriment, which caused The Mico Parties injury.
115. The Mico Parties have suffered actual and consequential damages in
an amount that is within the jurisdictional limits of this Court, for which The Mico
INJUNCTIVE RELIEF
817110 PAGE 29
29
Parties now brings this suit. In addition, The Mico Parties seek the recovery of
interest and costs and exemplary damages of not less than three times the amount
of The Mico Parties actual damages.
FRAUD BY NON-DISCLOSURE
117. The Dyer Defendants and CPLA concealed from or failed to disclose
certain facts to Plaintiff.
118. The Dyer Defendants and CPLA had a duty to disclose the facts to the
Plaintiff and the facts were material.
119. The Dyer Defendants and CPLA knew The Mico Parties were
ignorant of the facts and knew that The Mico Parties did not have an equal
opportunity to discover the facts. The Dyer Defendants and CPLA were deliberately
silent when they had a duty to speak. By failing to disclose the facts, The Dyer
Defendants and CPLA intended to induce The Mico Parties to take some action or
refrain from acting. The Mico Parties relied on The Dyer Defendants and CPLA’s
nondisclosure and The Mico Parties were injured as a result of acting without the
knowledge of the undisclosed facts.
120. The Mico Parties have suffered actual and consequential damages in
an amount that is within the jurisdictional limits of this Court, for which The Mico
Parties now brings this suit. In addition, The Mico Parties seek the recovery of
interest and costs and exemplary damages of not less than three times the amount
of The Mico Parties s actual damages.
INJUNCTIVE RELIEF
817110 PAGE 30
30
NEGLIGENT MISREPRESENTATION
122. The Dyer Defendants and CPLA have employed a scheme and
common course of conduct to defraud The Mico Parties and make negligent
misrepresentations to The Mico Parties. Defendants knew the misrepresentations
and concealment of facts set forth herein were false. Alternatively, the Dyer
Defendants and CPLA acted with reckless disregard as to whether the
representations set forth herein were true. The Dyer Defendants and CPLA
misrepresented and concealed facts as set forth herein with the intent of gaining
their own financial advantage to the disadvantage of The Mico Parties. By reason
of The Dyer Defendants and CPLA’s representations, The Mico Parties have been
damaged in an amount within the jurisdictional limits of this Honorable Court.
The Mico Parties have suffered, and continues to suffer, economic and non-
economic losses because of the wrongful conduct the Dyer Defendants and CPLA.
The amount of such losses will be determined according to proof at trial. On
information and belief, the wrongful acts of the Dyer Defendants and CPLA were
done maliciously, oppressively, and with the intent to mislead and defraud, and
The Mico Parties is entitled to exemplary damages to be ascertained according to
proof, which is appropriate to punish and set an example of the Dyer Defendants
and CPLA.
ATTORNEYS’ FEES
INJUNCTIVE RELIEF
817110 PAGE 31
31
124. In accordance with TEX. CIV. PRAC. & REM. CODE § 38.01 et seq., The
Mico Parties are entitled to recover its reasonable attorneys’ fees incurred in
prosecuting this action.
125. As a result of the Dyer Defendants and CPLA’s illegal acts, The Mico
Parties has been required to obtain legal counsel to bring this suit. The Mico
Parties is, therefore, entitled to recover an additional sum to compensate for the
reasonable attorneys’ fees incurred in bringing this suit, with further and
subsequent awards of attorneys’ fees in the event of appeals from this Court.
APPLICATION FOR TEMPORARY AND PERMANENT INJUNCTIVE RELIEF
127. The Mico Parties request a temporary restraining order against RTR
Dining Ventures, LLC, Mesero Holdings, LLC, Ryan T. Rogers and Matt Fleeger
(collectively herein after the “Rogers/Fleeger Defendants”). A temporary
injunction’s purpose is to preserve the status quo of the litigation’s subject matter
pending a trial on the merits. Tranter, Inc. v. Liss, No. 02-13-00167-CV, 2014 Tex.
App. LEXIS 3398, at 4 (App. Mar. 27, 2014). Whether to grant or deny a temporary
injunction is within the trial court’s sound discretion. Id.
128. A temporary injunction is an extraordinary remedy and will not issue
as a matter of right. Id. To obtain a temporary injunction, an applicant must plead
and prove (1) a cause of action against the defendant; (2) a probable right to the
relief sought; and (3) a probable, imminent, and irreparable injury in the interim.
Id. A probable right of recovery is shown by alleging a cause of action and
presenting evidence tending to sustain it. Id. An injury is irreparable if damages
INJUNCTIVE RELIEF
817110 PAGE 32
32
would not adequately compensate the injured party or if they cannot be measured
by any certain pecuniary standard. Id. The Mico Parties is entitled to a TRO and
preliminary injunction because it has plead and proved the above referenced
elements.
129. The Mico Parties’ Application for Temporary Restraining Order is
authorized by TEX. R. CIV. P. 680 in that The Mico Parties are seeking temporary
injunctive relief against the Rogers/Fleeger Defendants), because the
Rogers/Fleeger Defendants actions as described herein require the restraint of acts
prejudicial to The Mico Parties and because Rogers/Fleeger Defendants are
performing or about to perform actions relating to the subject-matter of this
litigation in direct violation of the contractual and statutory rights of The Mico
Parties and any continuation of these acts (unless enjoined) would render a
judgment in this cause to be ineffectual.
130. The Mico Parties have a likelihood of success on the merits of its
claims for breach of contract, tortious interference with existing contracts and
prospective contracts and business relations, conversion and civil theft, and
violations of the Texas Uniform Trade Secrets Act (“TUTSA”), common-law trade-
secret misappropriation, unfair competition through misappropriation, breach of
fiduciary duty, violations of the Texas Theft Liability Act and civil conspiracy.
THE MICO PARTIES HAVE A PROBABLE RIGHT TO RECOVERY ON THEIR CAUSES

OF ACTION
131. The Mico Parties demonstrated that it had a probable right to recover
on its causes of action against Defendants. Specifically, The Mico Parties
demonstrated that: 1) that they have an Agreement; 2) the First Amendment to
INJUNCTIVE RELIEF
817110 PAGE 33
33
Agreement of Limited Partnership of 1 Mico 12, LP, LLP contains a provision that
provides any and all disagreements by, between, and amongst any of the partners
of the Partnership and/or the Partnership and/or the General Partner can be
measured by money damages. Any equitable remedies such as temporary
restraining orders, restraining orders, equitable injunctions, receiverships, and the
like, will not serve the Partnership’s best interests and no equitable remedies may
be sought against the Partnership and or the General Partner without first
obtaining the unanimous written consent of all the Partners who signed the
Partnership Agreement to do so; and, 3) the Rogers/Fleeger Defendants have
violated the First Amendment to the Agreement – not to mention RTR (Roger’s
entity never signed) and MH (Mr. Fleeger’s entity) are not even limited partners.9
THE MICO PARTIES WILL SUFFER IMMINENT HARM AND IRREPARABLE INJURY
UNLESS THE TRO IS GRANTED. FURTHERMORE, THE MICO PARTIES HAS NO
ADEQUATE REMEDY AT LAW UNLESS THIS HONORABLE COURT ISSUES A TRO
132. As a result of the Rogers/Fleeger Defendants’ actions, The Mico
Parties are threatened with immediate and irreparable harm and has no adequate
remedy at law. Here, The Mico Parties has demonstrated that the injuries are
irreparable. “Irreparable injury” occurs when the injury is of such a nature that the
injured party cannot be adequately compensated for it in damages, or the damages
cannot be measured by any certain pecuniary standard. Butnaru v. Ford Motor
Co., 84 S.W.3d 198, 204 (Tex. 2002); Rimes v. Club Corp. of Am., 542 S.W.2d 909,
911 (Tex.Civ. App.--Dallas 1976, ref. n.r.e.) (showing of irreparable injury
required); County of Harris v. Southern Pacific Trans. Co., 457 S.W.2d 336, 339
9 SeeExhibit “K”, a true and correct copy of the First Amendment to Agreement of Limited
Partnership of 1 Mico 12, LP, LLP.
INJUNCTIVE RELIEF
817110 PAGE 34
34
(Tex.Civ. App.—Houston [1st Dist.] 1970, no writ). The interruption of business
relations and the disclosure of trade secrets can constitute irreparable harm that
entitles the applicant to injunctive relief. See Dickerson v. Acadian Cypress &
Hardwoods, Inc., No. 09-13-00299-CV, 2014 Tex. App. LEXIS 3889, 2014 WL
1400659, at 5 (Tex. App.—Beaumont Apr. 2014, no pet.) (mem. op.) (impact of
interruption of relationships with clients is difficult, if not impossible, to fully
measure); Salas v. Chris Christensen Sys., Inc., No. 10-11-00107-CV, 2011 Tex.
App. LEXIS 7530, 2011 WL 4089999, at 8 (Tex. App.—Waco Sept. 14, 2011, no
pet.) (mem. op.) (disclosure and misuse of trade secrets are examples of
irreparable harm entitling an applicant to injunctive relief). Miller v. Talley Dunn
Gallery, LLC, No. 05-15-00444-CV, 2016 Tex. App. LEXIS 2280, at 18 (App. Mar.
3, 2016).
133. The violative actions by the Rogers/Fleeger Defendants have and
continue to cause The Mico Parties irreparable harm in the form of lost business
relations, value of its Confidential Information, and misappropriation and
unauthorized use of The Mico Parties’ trade secrets and Confidential Information.
The Mico Parties lack any adequate remedy at law, primarily due to the fact that
the loss of value caused to The Mico Parties arising from the Rogers/Fleeger
Defendants violative actions cannot be estimated with any degree of certainty and
The Mico Parties cannot be fairly and adequately compensated by damages. The
Mico Parties further anticipates that the Rogers/Fleeger Defendants will continue
wrongfully pursue injunctive relief against The Mico Parties unless such actions
are temporarily and permanently enjoined by this Court.
INJUNCTIVE RELIEF
817110 PAGE 35
35
THE RISK OF UNQUANTIFIABLE FINANCIAL LOSSES
134. The Mico Parties are at great financial risk because of Rogers/Fleeger
Defendants actions. While mere monetary loss is not ordinarily sufficient to
establish irreparable harm, it is sufficient “where the potential economic loss is so
great as to threaten the existence of the movant’s business.” Malone Mortg. Co.
Am., Ltd. v. Martinez, 2002 U.S. Dist. LEXIS 17857 (N.D. Tex. Sept. 23, 2002)
(quoting Atwood Turnkey Drilling, Inc. v. Petroleo Brasileiro, S.A., 875 F.2d 1174,
1179 (5th Cir. 1989); see also Doran v. Salem Inn, Inc., 422 U.S. 922, 932 (1975);
Nat’l Screen Svc. Corp. v. Poster Exchange, Inc., 305 F.2d
647 (5th Cir. 1962).
135. On the facts present in this case, and based on the totality of the
circumstances and a totality of the evidence, Rogers/Fleeger Defendants will
unlawfully and wrongfully prevent The Mico Parties’ from managing the affairs of
the LP in an attempt to obtain a competitive advantage over The Mico Parties.
DEFENDANTS CONTINUE TO HARM THE MICO PARTIES
136. An applicant for prohibitory injunctive relief must show that the
defendants intend to engage in the conduct that is sought to be enjoined. Gordon
v. Commissioners' Court of Jefferson County, 310 S.W.2d 761, 767 (Tex.Civ. App.-
- Beaumont 1958, ref. n.r.e.). Here, Defendants’ conduct will continue to disrupt
business operations of The Mico Parties until this Court enjoins their unlawful
conduct. As in other contexts, circumstantial evidence may be sufficient to
establish the required intention even when the defendants give a solemn promise
that the conduct will not be committed. State v. Texas Pet Foods, Inc., 591 S.W.2d
800, 804 (Tex. 1979).
INJUNCTIVE RELIEF
817110 PAGE 36
36
THE BALANCE OF HARMS TIPS DECIDEDLY IN FAVOR OF THE MICO PARTIES
137. By contrast, the Rogers/Fleeger Defendants will not be harmed if the
requested injunctive relief is granted. There is no harm to the Rogers/Fleeger
Defendants by complying with a TRO considering the fact that RTR (Roger’s entity
never signed) and MH (Mr. Fleeger’s entity) are not limited partners. Accordingly,
there is no harm to the Rogers/Fleeger Defendants in granting the relief requested,
while the harm to The Mico Parties, if such injunctive relief is denied-will be
significant and likely insurmountable. To wit, the Rogers/Fleeger Defendants’
wrongful actions have harmed and continue to only harm The Mico Parties and its
business operations.
138. In light of the incessant and unremitting wrongs the Rogers/Fleeger
Defendants continue to visit upon The Mico Parties, which continue to this day,
The Mico Parties respectfully makes this Application to this Honorable Court for a
Temporary Restraining Order and Temporary Injunction to prevent immediate
and irreparable harm from occurring to The Mico Parties’ grave detriment.
139. The Mico Parties will suffer irreparable harm, injury, losses and
damages if the Rogers/Fleeger Defendants are not immediately enjoined and
restrained as requested herein. The Mico Parties has a substantial likelihood of
prevailing on the merits; no harm or prejudice will result to the Rogers/Fleeger
Defendants by the granting of the requested injunctive relief.
THE ROGERS/FLEEGER DEFENDANTS MUST BE ENJOINED
140. The purpose of a TRO is to preserve the status quo — the last
peaceable, non-contested status that preceded the controversy. The issuance of the
injunction will preserve the status quo in this matter. Furthermore, The Mico
INJUNCTIVE RELIEF
817110 PAGE 37
37
Parties are certain to suffer irreparable injury if the Order is not granted. If
Rogers/Fleeger Defendants conduct is allowed to proceed, The Mico Parties – both
directly and indirectly – will be irreparably harmed. An award of damages at a later
date is not sufficient to correct the unlawful behavior currently afoot.
141. Therefore, The Mico Parties respectfully requests that the Court
enter an Order restraining the Rogers/Fleeger Defendants and any of their agents,
family members, assigns, attorneys, or beneficiaries as follows:
(a) Interfering with the operations of 1 MICO 12, LP, LLP;

(b) Interfering with the duties of the general partner of 1 MICO
12, LP, LLP;
(c) Accessing the 1 MICO 12, LP, LLP’s bank accounts;
(d) Transferring any of the 1 MICO 12, LP, LLP’s property, assets,
and monies to the Dyer Defendants;
(e) Prohibit the Rogers/Fleeger Defendants from transferring
any property, assets, and monies from 1 MICO 12, LP, LLP for
the duration of this litigation;
(f) Order that the Rogers/Fleeger Defendants may no longer take
cash receipts of Mr Mesero for purposes of depositing such
funds into 1 MICO 12, LP, LLP’s bank account;
(g) Seeking extraordinary relief without obtaining the unanimous
consent of all the partners of 1 MICO 12, LP, LLP.
THE MICO PARTIES ARE ENTITLED TO INJUNCTIVE RELIEF

PURSUANT TO TEX. CIV. PRAC. & REM. CODE §134A.003(A)
142. The court can grant a prohibitive injunction for actual or threatened
misappropriation. TEX. CIV. PRAC. & REM. CODE §134A.003(a).
143. In fact, TUTSA provides that the actual or threatened
misappropriation of a trade secret may be enjoined, TEX. CIV. PRAC. & REM. CODE
ANN. § 134A.003(a), and in no way limits injunctive relief based on the person to
whom the trade secret is being disclosed. Miller v. Talley Dunn Gallery, LLC, 2016
Tex. App. LEXIS 2280, 2016 WL 836775 (Tex. App. Dallas Mar. 3, 2016).
INJUNCTIVE RELIEF
817110 PAGE 38
38
144. The Court has authority to grant the requested injunctive relief
consistent with the Texas Uniform Trade Secret Act ("TUTSA"), TEX. CIV. PRAC. &
REM. CODE § 134A.003, which allows the Court to grant an injunction for “actual
or threatened misappropriation.” “The Court has authority to grant the requested
injunctive relief consistent with TUTSA, TEX. CIV. PRAC. & REM. CODE § 134A.003,
which allows the Court to grant an injunction for “actual or threatened
misappropriation.” Several jurisdictions have interpreted similar Uniform Trade
Secret Act provisions to allow injunction against former employees who are
working in direct competition with their former employer and are in position to
disclose or use the former employer's trade secret information.” “Additionally,
numerous Texas courts have held that the mere threatened disclosure or use of
trade secrets constitutes irreparable injury as a matter of law.” Inrock Drilling Sys.
v. Klesel, 2014 Tex. Dist. LEXIS 3010.
THE DYER DEFENDANTS HAVE MISAPPROPRIATED THE MICO PARTIES’ TRADE

SECRETS FOR FINANCIAL GAIN IN DIRECT VIOLATION OF THE TEXAS UNIFORM
TRADE SECRETS ACT.
145. The Dyer Defendants have misappropriated The Mico Parties’ Trade
Secrets for their own financial gain as defined by the Texas Uniform Trade Secrets
Act (“TUTSA”) by using The Mico Parties’ recipes, techniques and branding
concepts. See TEX. CIV. PRAC. & REM. CODE §134A.001, et seq. TUTSA defines a
Trade Secret as follow:
“(6) “Trade secret” means all forms and types of information,

including business, scientific, technical, economic, or engineering
information, and any formula, design, prototype, pattern, plan,
compilation, program device, program, code, device, method,
technique, process, procedure, financial data, or list of actual or
potential customers or suppliers, whether tangible or intangible and
INJUNCTIVE RELIEF
817110 PAGE 39
39
whether or how stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing if:
(A) the owner of the trade secret has taken reasonable

measures under the circumstances to keep the
information secret; and
(B) the information derives independent economic value,

actual or potential, from not being generally known to,
and not being readily ascertainable through proper means
by, another person who can obtain economic value from
the disclosure or use of the information.” See TEX. CIV.
PRAC. & REM. CODE §134A.001, et seq.
Further, according to TEX. CIV. PRAC. & REM. CODE §134A.003(a), “Actual or
threatened misappropriation may be enjoined if the order does not prohibit a
person from using general knowledge, skill, and experience that person acquired
during employment.”
146. The Mico Parties recipes and techniques and branding concepts .
These recipes and techniques and branding concepts are highly unique to The Mico
Parties and is not generally known to or available to the public and The Mico
Parties developed this recipes and techniques and branding concepts over the
course of being in the industry for years.
THE DYER DEFENDANTS MUST BE ENJOINED
147. The purpose of a TRO is to preserve the status quo — the last
peaceable, non-contested status that preceded the controversy. The issuance of the
injunction will preserve the status quo in this matter. Furthermore, The Mico
Parties are certain to suffer irreparable injury if the Order is not granted. If the
Dyer Defendants conduct is allowed to proceed, The Mico Parties – both directly
INJUNCTIVE RELIEF
817110 PAGE 40
40
and indirectly – will be irreparably harmed. An award of damages at a later date is
not sufficient to correct the unlawful behavior currently afoot.
148. Therefore, The Mico Parties respectfully requests that the Court
enter an Order restraining the Dyer Defendants and any of their agents, family
members, assigns, attorneys, or beneficiaries as follows:
(a) Using MicoMigeul’s intellectual property including the

recipes, menu, concept and some brand names;
(b) Using MicoMigeul’s intellectual property including the

recipes, menu, concept and some brand names for any
commercial purpose;
(c) Using Mesero’s name;
(d) Using Mesero’s likeness;
(e) Using Mesero’s sayings;
(f) Using Mico’s name, image or likeness.
149. The Mico Parties are ready and willing to post an appropriate bond
in support of the temporary restraining order and the temporary injunction.
EXEMPLARY DAMAGES
150. Moreover, The Mico Parties respectfully requests that exemplary
damages be awarded against the Dyer Defendants and CPLA in a sum that is not
less than three times the amount of The Mico Parties’s actual damages.
REQUEST FOR DISCLOSURE
151. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, the Dyer
Defendants and CPLA are hereby requested to disclose the information or material
described in Rule 194.2. This is a continuing duty and requires supplementation
in accordance with the Texas Rules of Civil Procedure.
INJUNCTIVE RELIEF
817110 PAGE 41
41
CONDITIONS PRECEDENT
152. All conditions precedent necessary for The Mico Parties to have and
recover in this action have been performed or have occurred.
PRAYER
WHEREFORE, PREMISES CONSIDERED, The Mico Parties
respectfully requests that the Dyer Defendants and CPLA be cited to appear and
answer, as required by law and that The Mico Parties have the following relief:
 Temporary Restraining Order and Temporary Injunction;
 Permanent Injunction;
 Judgment against the Dyer Defendants and CPLA for actual,

economic, and non-economic damages in an amount within the
jurisdictional limits of this Honorable Court;
 Costs of suit, attorneys’ fees;
 Prejudgment and Post-judgment interest as provided by law;
 Exemplary damages; and,
 Such other and further relief, at law or in equity, to which The Mico
Parties may show themselves to be justly entitled.
Respectfully submitted,
By: /s/ Lawrence J. Friedman

LAWRENCE J. FRIEDMAN
Texas Bar No. 07469300
lfriedman@fflawoffice.com
JASON H. FRIEDMAN
jason@fflawoffice.com
ANDREA N. SEFFENS
aseffens@ fflawoffice.com
INJUNCTIVE RELIEF
817110 PAGE 42
42
FRIEDMAN & FEIGER, LLP
5301 Spring Valley Road, Suite 200
Dallas, Texas 75254
Telephone (972) 788-1400
Facsimile (972) 788-2667
ATTORNEYS FOR THE MICO PARTIES
CERTIFICATE OF SERVICE
This is to certify that a true and correct copy of the foregoing document has been
served upon all counsel of record on this the 9th day of April 2018, in accordance with
the TEXAS RULES OF CIVIL PROCEDURE.
/s/ Jason H. Friedman

Attorney
CERTIFICATE OF COMPLIANCE WITH LOCAL RULE 2.02:

APPLICATION FOR TRO AND OTHER EX PARTE ORDERS
Plaintiff further certifies that a copy of the Application and proposed order
were served to Counsel for the Dyer Defendants at least 2 hours before the
Application and proposed order are to be presented to the Court for decision.
/s/ Jason H. Friedman

_______________________
Attorney
INJUNCTIVE RELIEF
817110 PAGE 43
43
VERIFICATION
STATE OF TEXAS §
§
COUNTY OF DALLAS §
On this _E__ day of April __ 2018, before me, the undersigned Notary
Public, personally appeared Michael "Mico" Rodriguez, who after being duly sworn
by me stated upon his oath as follows:
My name is Michael "Mico" Rodriguez. I am the managing member of

MicoMiguel,LLC. I have read the foregoing Defendant's Original Counter-claims,
Third-Party Claims and Application for Temporary and Permanent Injunctive
2
Relief and I have personal knowledge of all facts stated in paragraphs
2 ;1 - 3~, "I O - S,, 8~ t ~ 01 1 ri'l, llS, la+ '-' , and that I am an authorized
representative of MicoMiguel,LLC and am authorized to m e the verification
herein; and, that the statements contained therein are true ii correct.
Michael "M" o odriguez
_.., Subscribed to and sworn to before me by t\ichr,vt_ 'Jl•""'

~c,J11'S~"l.the
i day of April, 2018, to certify which witness my hand and official seal.
11
s,t~~r,fff'-:- MICHAEL SPENCER TURNER

[f(J,;{~~ Notary Public, State of Texas Not ry Public for the State of Texas
;~•-••~.:",__~$ Comm. Expires 02-28-2021
.-:.,)'. •••• ~T~
,,,,f,~t,i,''' Notary ID 131023266 My Commission Expires: Z{ Z8} 7.C$? l
VERIFICATION
44
DECLARATION OF MICHAEL “MICO” RODRIGUEZ
State of Texas §
§
§
County of Dallas §
I, Michael “Mico” Rodriguez, declare:
My name is Michael “Mico” Rodriguez. I am over 18 years of age and am capable of making
this Declaration. The facts stated in this Declaration are within my personal knowledge and are
true and correct.
1. I am the am the managing member of MicoMiguel, LLC.
2. Attached hereto are Exhibits A, B, C, and K. These said records are kept in the
regular course of business and it was in the regular course of business for an employee, or
representative with personal knowledge of the act, event, condition, opinion or diagnosis recorded
to make the memorandum of record or to transmit information hereof to be included in such
memorandum or record, and the memorandum or record was made at or near the time of the act,
event, condition, opinion, or diagnosis, or reasonably soon thereafter.
4. The records attached hereto are the originals or exact copies of the originals and
nothing has been removed from the original file before making these true and correct copies.
This is my complete declaration.
My name is Michael “Mico” Rodriguez, my date of birth is 10/30/57and my address is 3131
Maple Ave, Unit 10B, Dallas, Texas, 75201. I declare under penalty of perjury that each statement
in the foregoing declaration is within my personal knowledge and is true and correct.
Executed in Dallas County, State of Texas, on April 9, 2018.
/s/ Michael “Mico” Rodriguez

________________________________
Michael “Mico” Rodriguez
________________________________________________________________________________
DECLARATION OF MICHAEL “MICO” RODRIGUEZ P A G E |1
45
EXHIBIT A
AGREE MENT OF
LIMIT ED PARTN ERSHI P OF
1 MICO 12 LP, LLP
THE LIMIT ED PARTN ERSHI P INTER ESTS CREAT ED BY THIS

AGREE MENT
HAVE NOT BEEN REGIS TERED UNDER THE SECUR ITIES ACT OF
1933 OR THE
SECUR ITIES ACT OF THE STATE OF TEXAS AND MAY NOT
BE SOLD,
TRANS FERRE D, PLEDGED, HYPOT HECATED OR OTHER WISE DISPO
SED OF IN
THE ABSEN CE OF SUCH REGIS TRATI ON OR AN EXEM PTION
THERE FROM .
THE SALE, TRANS FER, PLEDGE, HYPOT HECAT ION OR OTHE R
DISPOSITION
OF SUCH INTER ESTS IS ALSO SUBJE CT TO CERTA IN RESTR ICTION
S WHICH
ARE SET FORTH IN THIS AGREE MENT OF LIMIT ED PARTN ERSHI P.
DURING
THE PERIO D IN WHICH SUCH LIMIT ED PARTN ERSHI P INTER ESTS
ARE BEING
OFFER ED AND SOLD BY THE ISSUER, AND FOR A PERIO D OF NINE
MONTHS
FROM TIIE LAST SALE BY THE ISSUE R OF ONE OF SUCH
LIMIT ED
PARTN ERSHI P INTER ESTS, ALL RESAL ES OF ANY OF THE
LIMIT ED
PARTN ERSHI P INTER ESTS, BY ANY PERSO N, MUST BE MADE ONLY
TO THE
PERSO NS RESID ENT Wlffll N THE STATE OF TEXAS WITHI N THE
MEANING OF
RULE 147 OF THE SECUR ITIES AND EXCHA NGE COMM ISSION
UNDER THE
SECUR ITIES ACT OF 1933. NO SALE, TRANS FER, PLEDG E, HYPOT
HECAT ION
OR OTHE R DISPO SITION OF ANY LIMIT ED PARTN ERSHI P INTER
EST WILL BE
RECOG NIZED BY THE PARTN ERSHI P UNLESS SUCH SALE,
TRANSFER,
PLEDG E, HYPOT HECAT ION OR OTHE R DISPOSITION IS
MADE IN
COMP LIANC E WITH ALL APPLI CABLE PROVI SIONS OF THIS AGREE
MENT ; OF
THE SECUR ITIES ACT OF 1933, AS AMEN DED; AND THE SECUR
ITIES ACT OF
THE STATE OF TEXAS, AS AMENDED, INCLUDING, WITHO UT
LIMIT ATION ,
REGIS TRATI ON UNDER SUCH ACTS IF REQUI RED UNDER THE
PROVI SIONS
THERE OF.
THIS AGREEMENT OF LIMIT ED PARTNERSHIP (hereinafter referred

to as the
"Agreement"), is made effective as of September 2, 2011, by and between MicoM
11 iguel, LLC
( Oeneral Partner"). and those parties listed in the attached Exhibit A which contains
the names
and the interest of the Limited Partners.
ARTIC LE I
FORM ATION , CERTI FICAT ES, TERM
I.I Formation of Partnership. The parties hereto hereby fonn, pursuant to Chapters
151, 153 and 154 and Title I , to the extent applicable to limited partnerships,
of the Texas
Business Organizations Code (hereinafter. as from time to time amended, referred
to as the
"TBOC''), a Limited Partnership, which organization is hereinafter refened
to as the
"Partnership." The rights, duties, status and liabilities of the Partners shall. except as
hereinafter
expressly stated to the contrary, be as provided for in the TBOC.
46
1.2 Certificate of Formation; Other Documents. The parties hereto shall execute,
file, record and/or publish the amendment to the original Certificate of Fonnation and other
documents conforming hereto, and take all other appropriate action to comply with all legal
requirements for the fonnation of a Limited Partnership under the TBOC, and for its operation in
the State of Texas. The Partnership shall not conduct any business until the filing
and
acknowledgment of filing of such Certificate of Fonnation.
1.3 Partnership Name. The business of the Partnership shall be conducted under the
name of I MICO 12 LP, LLP or such other name as the General Partner may select from
time to
time. The General Partner shall promptly execute, file, record and/or publish with the
proper
offices an assumed name certificate.
1.4 Reldster ed Agent, Registered Address and Principal Omce. The registered
agent and registered office address for the Partnership in the State of Texas is: Michael
Rodriguez, 3535 Waldorf Drive, Dallas, Texas 75229. The principal place of business of the
Partnership shall be at 3535 Waldorf Drive, Dallas, Texas 75229, but substitute or additiona
l
places of business may be established at such other locations as may, from time to time, be
detennined by the General Partner. All records of the Partnership required by Section 153 .55 J of
the TBOC will be maintainod at the Principal Office.
15 Term of PartnersbJp. The Partnership shall become effective upon the

execution of this Agreement and the filing of the Certificate of Fonnation with the Secretary
of
State of the State of Texas, and shall remain effective until the Partnership is terminated pursuant
to theTBO C.
1.6 Amendment to Certificate of Formation. The General Partner shall file

amendments to the Certificate of Formation whenever required by the TBOC. If a General
Partner is unwilling or unable to sign a required amendment to the Certificate of Formation, the
amended Certificate of Fonnation may be signed by any remaining or successor General
Partners. Each General Partner appoints his successor and any remaining General Partners,
if
any, as his attorney in fact to sign such amended Certificate of Formation.
ARTICLE II
DEFINITIONS
Whenever used in this Agreement, the terms set forth below shall be defined as follows:
2.1 "Additional Capital Contribution" shall mean that amount of money or other
property. if any, that the Partners may contribute to the Partnership for additional capital, if any,
to be used for operating capital.
2,2 "Adjusted Capital Account Deficit" means, with respect to any Limited Partner,
the deficit balance, if any, in such Limited Partner's capital account as of the end of the relevant
fiscal year, after giving effect to the following adjustments:
(a) Credit to such capital account any amounts which such Limited Partner is
47
obligated to restore pursuant to any provision of this Agreement or is deemed to be
obligated to restore pursuant to Section 704 of the Code and the Regulations thereunder,
and
(b) Debit to such capital account the items described in Sections

1.704-1(b)(2)(ii)(dX4), (5) and (6) of the Regulations.
The foregoing definition of Adjusted Capita) Account Deficit is intended to comply with the
provisions of Section l. 704-1 (b)(2)(ii)(d) of the Regulations and shall be interpreted consistent! y
therewith.
2.3 "Affiliate" means, with respect to a Partner, any Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or under common
control with such Partners. The term "control," as used in this definition means, with respect to
a
Person that is a corporation, the right to exercise, directly or indirectly, more than ten percent
(J 0%) of the voling rights attributable to the shares of the controlled corporati
on, and with
respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of the controlled Person.
2.4 "Assignee" shall mean a Person who has acquired all or a portion of an interest in
the Partnership by assignment or Transfer as of the date the assignment or Transfer of such
interest becomes effective. An Assignee has only the rights granted to an assignee as provided
by Subchapter F, Chapter 153 of the TBOC. An Assignee does not have the right to
become a
Partner, except as provided in this Agreement or unless all partners consent as provided by
Section I53 .253 of the TBOC. An Assignee shall have no right to any infonnation or accounting
of the affairs of the Partnership, shall not be entitled to inspect the books or records of the
Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under
the TBOC or this Agreement. In addition, no Assignee of an interest in the Partnership shaJI
have the right to assign any tran.sferred interest e,c.cept as otherwise provided in this Agreement.
2.5 "Capital Contribution" means the total contribution to the capital of the
Partnership which a Partner is legally bound and obligated to make, which amount is designate
d
as a Capital Contribution for such Partner pursuant to Article IV of this Agreement.
2.6 "Certificate of Formation" shall mean the Certificate of ,Formation of Limited

Partnership to be filed on behalf of the Partnership as required by the appropriate provisions of
Chapter 3 of the TBOC, and all amendments thereto and substitutions thereof.
2.7 "Code" means the Internal Revenue Code of 1986, as amended from time to time.
l.8 "Contribution Agreement" means, with respect to each of the Partners, the
agreement respecting the original Capital Contribution to be made by, or on behalf of, each such
Partner pursuant to Section 4.2 hereof, as described more fully in Section 4.3 hereof.
2.9 "Default Rate of Interest" shalJ mean the rate per annum equal to the lesser of
(a) the Wall Street Journal prime rate as quoted in the money rates section of the Wall Street
48
Journal which is also the base rate on corporate loans at large United States money
center
commercial banks as its prime commercial or similar reference interest rate. with adjustm
ents to
be made on the same date as any change in the rate, and (b) the maximu
m rate pennitted by
applicable law.
2.10 "Depreciation" means, for each fiscal year or other period, an amount equal
to
the depreciation, amortization or other cost recovery deduction allowable with respect
to an asset
for such year or other period; provided, however, that if the Gross Asset Value of an
asset differs
from its adjusted basis for federal income tax purposes at the beginning of such
year or other
period, Depreciation shall be an amount which bears the same ratio to such beginni
ng Gross
Asset Value as the federal income tax depreciation, amortization or other cost
recovery
deduction for such year or other period bears to such begiMing adjusted tax basis;
provided,
further that if the federal income tax depreciation, amortization or other cost recover
y deduction
for such year is zero, Depreciation shall be detennined with reference to such beginni
ng Gross
Asset Value using any reasonable method selected by the General Partner.
2.11 11
Distributable Cash" shall mean, at the time of detennination for any period (
on
the cash receipts and disbursements method of accounting), all Partnership cash derived
from the
conduct of the Partnership's business, including distributions from entities owned
by the
Partnership, cash from operations or investments, and cash from the sale or other disposit
ion of
Partnership property, other than (a) Capital Contributions with interest earned
pending its
utilization; (b) financing or other loan proceeds; (c) reserves for working capital;
and (d) other
amounts that the General Partner reasonably determines should be retained by the Partners
hip in
accordance with the General Partner's discretion under section 6.1 hereof, not
to exceed six
months of operating reserves. Distributable cash is subject to the preference
rights of the
Investor Limited Partners as outlined in Section 6.2 below.
2.12 "General Partner" or "General Partners" shall mean all Persons designa
ted as
a General Partner on Exhibit "A" and any successor General Partners pursuant to
the tenns of
this Agreement, but does not include any Person who has ceased to be a General Partner.
2.13 "Gross Asset Value" means, with respect to any asset, the asset's adjusted
basis
for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross fair market value of such asset, as determined by
the
contributing Partner and the Partnership, 1>rovided that the initial Gross Asset Values
of
the assets contributed to the Partnership shall be as set forth in Exhibit "A", and provide
d
futther that if the contributing Partner is a General Partner, the detennination of the
fair
market value of a contributed asset shall require the agreement of a majority in interest
(at least 51% of the then outstanding ownership interest) of the Limited Partners
(such
agreement need not be in writing, and any such agreement will be presumed to have
been
made by the required percentage ownership interest unless there is clear and convinc
ing
evidence to the ·contrary), except that the determination of the fair market value
of a
contributed asset of a General Partner may, if such General Partner chooses, be made
by
written appraisal from a qualified appraiser, and such written appraisal shall control;
49
(b) The Gross Asset Values of all Partnership assets shall be adjusted to equal
their respective gross fair market values, as determined by the General Partner, as of the
following times: (1) the acquisition of an additional interest in the Partnership by any new
or existing Partner in exchange for more than a de minimis Capital Contribution; (2) the
distribution by the Partnership to a Partner of more than a de minimis amount of
Partnership Property as consideration for an interest in the Partnership; and (3) the
liquidation of the Partnership within the meaning of Section 1. 704-1 (b)(2)(ii)(g) of the
Regulations; provided, however, that adjustments pursuant to clauses (1) and (2) above
shall be made only if the General Partner reasonably detennines that such adjustments are
necessary or appropriate to reflect the relative economic interests of the Partners in the
Partnership;
(c) The Gross Asset Value of any Partnership asset distributed to any Partner
shall be the gross fair market value of such asset on the date of distribution; and
(d) The Gross Asset Values of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code
Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are
taken into account in detennining the Partners' capital accounts pursuant to Section
l.704-l(b}(2)(iv)(m) of the Regulations and Section S.2(c) hereof; provided, however,
that Gross Asset Values sbaJl not be a~justed pursuant to this Section to the extent the
General Partner determines that an adjustment pursuant to Section 2. I 3(b) hereof is
necessary or appropriate in coMection with a transaction that would otherwise result in
an adjustment pursuant to this Section 2.13(d).
If the Gross Asset Value ofan asset has been detennined or adjusted pursuant to Section 2.13(a),
2.13(b), or 2.13(d) hereof, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of computing Profits and
Losses.
2.14 "Initial Capital Contribution" shall mean that amount of money or property
initially contributed by the Partners as set forth in Exhibit "A" hereto.
2.1S "Limited Partner" or "Limited Partners" shall mean the Persons admitted to
the Partnership as original, additional or substituted Limited Partners as reflected on Exhibit "A"
as amended.
2.16 "Partner" or "Partners" shall mean individually a General Partner, or Limited

Partnert or collectively the General Partners and the Limited Partners.
2.17 "Partnership Property" shall mean that property, real or persona), including but
not limited to real estate, investment limited partnerships, cash, stocks, bonds and similar
investments, which is contributed to or acquired by the Partnership.
2.18 "Person" shall mean any individual, business trust, registered limited liability
50
partnership, association, limited liability company, government, governmental subdivision,
governmental agency, governmental instrumentality, partnership, limited partnership, trust,
estate, corporation, custodian, trustee, executor, administrator, nominee, or any other legal or
commercial entity.
2.19 "Profits" or "Losses" means, for each fiscal year or other period, an amount
equal to the Partnership's taxable inc-0me o:r loss for such year or period, determined in
accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or
deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included
in taxable income or loss), with the following adjustments:
(a) Any income of the Partnership that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses pursuant to this Section shall
be added to such taxable income or loss;
(b) Any expenditures of the Partnership described in Code Section 70S(a)(2)(B)

or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section
1. 704-1 (b)(2)(iv)(i) of the Regulations and not otherwise taken into account in computing
Profits or Losses pursuant to this Section shall be subtracted from such taxable income or
loss;
(c) In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to Section 2.13(a) or Section 2.13(c) hereof, the amount of such adjustment shall
be taken into account as gain or loss from the disposition of such asset for purposes of
computing Profits or Losses;
(d) Gain or loss resulting from any disposition of Partnership Property, with
respect to which gain or loss is recognized for federal income tax purposes, shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its Gross Asset
Value;
(e) In lieu of the depreciation, amortization, and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such fiscal year or other period, computed in accordance with
Section 2. JO hereof; and
(f) Notwithstanding any other provision in this Section, any items which are
specially allocated pursuant to Section 5.2 or Section 5.3 hereof shall not be taken into
account in computing Profits or Losses.
2.20 ''Regulations" means the Income Tax Regulations, including Temporary

Regulations, promulgated under the Code, as such regulations may be amended from time to
time (including corresponding provisions of succeeding regulations).
2.21 "Securities Act" shall mean the Securities Act of 1933, as amended.
51
2.22 "Transfer" when used as a noun shall mean any voluntary or involuntary
transfer, sale, pledge, hypothecation, assignment or other disposition, and as a verb shall mean
voluntarily or involuntarily to transfer, sell, pledge, hypothecate, assign or otherwise dispose.
2.23 "Wholly Owned Affiliate" of any Person shall mean an Affiliate of such Person
I00% of the voting stock or beneficial ownership of which is owned by such Person, directly or
indirectly, through one or more Wholly Owned Affiliates, or by any Person who, directly or
indirectly, owns I 00% of the voting stock or beneficial ownership of such Person, and an
Affiliate of such Person who, directJy or indirectly, owns I00% of the voting stock or beneficial
ownership of such Person.
ARTICLE Ill
PURPOSE AND BUSINESS OF THE PARTNE RSHIP
3.1 Purposes and Business of the Partnership. The purposes of the Partnership
shall be to (a) own, operate and manage a restaurant on leased premises located at 4444
McKiMey Avenue, Dallas, Texas 7520S; (b) exercise all of the rights, duties and obligations of
an owner of such restaurant; (c) to reinvest, in any manner and in any related real or personal
property which the General Partner deems appropriate. all proceeds derived from the Partnership
Property; (d) to invest the Partnership Property in any manner deemed reasonable by the General
Partner, in any real or personal property; and ·ce) to conduct any other business or make any
investment which a limited partnership may make without violating the TBOC or any other
applicable law relating to the operating of the restaurant described in (a). Without limiting the
generality of the foregoing, the purposes of the Partnership shall specifically include the
transaction of any and all lawful business for which limited partnerships may be fonned under
the Texas Business Organizations Code. It is understood and agreed among the Partners that the
restaurant business being operated by this Partnership is under and subject to a licensing
agreement from a related entity, MicoMigu el, LLC, al two and a half percent (2.5%) of the gross
restaurant receipts. This fee covers the intellectual property including the recipes, menu, concept
and some brand names all of which are owned by MicoMiguel, LLC and licensed to the
Partnernhip for its sole use.
3.2 Powers. The General Partner may make, enter into, deliver and perfonn all
contrac_ts, agreements or undertakings, pay all costs and expenses and perform all acts deemed
appropriate by the General Partner to carry out the Partnership purposes, subject to the
limitations of this Agreement and the TBOC.
3.J Other Transactions of Partners.
(a) It is acknowledged that the Partners may in the future, from time to time,
obtain additional opportunities to acquire property for investment, development or
otherwise. Each Partner shall be free to acquire such interests in other property as such
Partner may in such Partner's sole discretion deem desirable without having to offer
interests in such property to the other Partners of this Partnership, and such action on the
part of any Partner shall not be deemed a breach of any fiduciary relationship owed by
52
that Partner to the other Partners or the Partnership. Participation in the Partnership shall
not in any way act as a restraint on the other present or future business activities or
investments of e Partner (or any Affiliate of a Partner), or any employee, officer, director,
member, manager, or shareholder of a Partner, whether or not such activities are
competitive with the business of the Partnership. As a result of this Agreement, no
Partner (or Affiliate of any Partner) shall be obligated or bound to offer or present offered
to them or the Partnership or any of the other Partners any business opportunity presented
to or offercd to them or the Partnership as a prerequisite to the acquisition of or
investment in such business opportunity by such Partner (or any Affiliate of a Partner) or
any employee, officer, director, member, manager, or shareholder of such Partner for its
account or the account of others. In furtherance thereof, the Partners hereby agree that
any business activity in which a Partner (or any Affiliate of a Partner), or any employee,
officer, director, member, manager, or sha1reholder of a Partner engages. conducts. or
participates outside the Partnership shall be conclusively deemed not to be a business
activity in competition with, or an opportunity of the Partnership. Any such business or
activity of a Partner (or any Affiliate of e Partner), or any employee, officer, director,
member, manager, or shareholder of a Partner may be undertaken with or without prior
notice to or participation therein by the Partnership or the other Partners. Each Partner
and the Partnership hereby waive any right or claim such Partner or the Partnership may
have against a Partner (or any Affiliate of a Partner), or any employee, officer, director,
member, manager, or shareholder of a Partner with respect to such business or activity or
the income or profits thereof.
(b) The Partnership may contract with any of the Partners or their Affiliates for
the purchase of goods and services for the benefit of the Partnership at any time provided
that the compensation paid to such Person shall be commensurate with rates prevailing
for such seavices at the time such services are performed. and any charges so incurred
shall be deemed expenses of the Partnership. The General Partner shall have the
authority to enter into any transaction on behalf of the Partnership despite the fact that
another party to the transaction may be (a) a trust of which a Partner is a trustee or
beneficiary; (b) an estate of which a Partner is a personal representative or beneficiary;
(c) a business controlled by one or more Partners or a business of which any Partner is
also a director, officer or employee; (d) any Affiliate, employee, stockholder, associate,
manager, partner. or business associate; (e) any Partner, acting individually; or (t) any
relative of a Partner; provided the tenns of th,e transaction arc no less favorable than those
the Partnership could obtain from unrelated third parties.
ARTICLE IV
CAPITAL CONTRIBUTIONS AND
SHARES OF PROFITS AND LOSSES
4.1 Ownership and Sharing Percentages. The percentage interest of each Partner is
set forth in E,chibit A. A Partner's percentage interest will be detenninative of: (a) a Partner's
ownership interest in the Partnership as an entity; (b) a Partner's interest in the distribution of
Distributable Cash; (c) a Partners allocable share of the items of Profits and Losses; and (d)
a
53
Partner's distributive share of cash and other property upon winding up of the Partnership after
receipt of the return of his or her capital account. .
4.2 Capital Accounts. The initial amount of each eartner 1s capital account is shown
in the attached Exhibit A.
4.3 Contribution Agreements. The General Partner, on behalf of the Partnership,

shall enter into the Contribution greements, and any agreement referred to therein, without
requirement of any further act, approval, or vote of any other Person, and such agreements shall
be deemed to satisfy-all requirements of this Agreement.
4.4 Additional Capital Contributions. Subject to Section 4.8, the Partners shall be
pennitted to make Additional Capital Contributions on a pro rata or non-pro rata basis.
Additional Capital Contributions by a Limited Partner will be subject to the consent of the
General Partner. Additional Capital Contributions by the General Partner will be subject to the
consent of S1% of the then outstanding ownership interest of the Limited Partners. The required
consent need not be in writing, and any Additional Capital Contributions will be presumed to
have been made with the required consent unless there is clear and convincing evidence to the
contrary.
4.5 Capital Account s. A Partnership capital account shall be established for each
ru1ner and shalt be maintained at all times throughout the e istence of the Partnership in a
manner so as to correspond to the rules set forth in Article V. The amount in a Partner's capital
account shall as of the date of this agreement of limited partnership be the amount which
is
shown in Exhibit A. A Partner's capital account shall be credited with any Additional Capital
Contribution, and any other voluntary Capital Contribution made by such Partner when made,
and such Partner's share of Partnership Profits. A Partner's capital account shall be decreased by
the amount of money and the fair market value of property distributed to such Partner (net of
liabilities securing such distributed property that the Partner is considered to assume or take
subject to under Section 752 of the Code) and by the amount of losses allocated to such Partner,
by such Partner's distributive share Qf the items described in Section 705(a)(IXB) and
705(a)(2)(B) of the Code, and by other items of deduction specially allocated to such Partner.
The capital accounts shall not bear interest Additional Capital Contributions shall be recorded
at the fair market value of the assets contributed by the Partner and lhe distributions to a Partner
shall also be recorded at the fair market value of the assets distributed. The provisions in this
Agreement.regarding the fonnatkm and maintenance of capital accounts are intended to comply
wjth Sectioos 1. 7o+ 1(b) and 1.. 704-1 ( c) of the Regulations and shall be interpreted and
applied
in a manner consistent with such Regulations. In the event the General Partner shall determin
e
that i is prudent to modify the manner in which the Capital Accounts, or any debits or credits
thereto (including, without limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership, the General Partner,
or the Limited Partners), are computed in order to comply with such Regulations, the General
Partner may make such modification, provided that it is not likely to have a material effect on the
amounts distributable to any Person pursuant to Article X1 hereof upon the winding up of the
Partnership. The General Partner also shall (a) make any adjustments that are necessary
or
appropriate to maintain equality between the Capital Accounts of the Partners and the amount
of
54
Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes,
in accordance with Section I. 704-1 (b)(2)(iv)(g) of the Regulations, and (b) make any appropriate
modifications in the event unanticipated events might otherwise cause this Agreement not to
comply with Section 1.704-l(b) of the Regulations. Capital accounts shall only be taken into
consideration for the purpose of determining each Partner's gain or loss for tax purposes.
Notwithstanding the amount of each Partner's capital account, all distributions of gain, loss, cash
or property shall be allocated among the Partners in proportion to their respective percentage
partnership interests or sharing ratios as shown in Exhibit A.
4.6 LimUatlo n of Liability. No Limited Partner herein shall be liable for any sum of
money in excess of the total sums which have been contributed and agreed to be contributed by
such Limited Partner in this Agreement
4.7 Return of Capital. No Partner shall have the right to withdraw, demand a return
or reduce his Capital Contribution to the Partnership. In the event a return of or reduction in the
capital account of a Partner is made, any amounts paid to such Partner shall be reduced by all
costs, fees and other expenses incurred by the Partnership in facilitating •such return of or
reduction in capital.
4.8 AdditioHI Operating Capital
(a) The General Partner, in its sole discretion, may from time to time by written
notice to the Limited Partners request that any Limited Partner make an
Additional Contribution; provided, however, the General Partner shall have
no obligation to make any such request, and a Limited Partner shall have no
personal liability for a failure to make any Additional Contribution. The
dates, amounts and other tenns of any Additional Contributions shall be
detennined by the General Partner, in its sole discretion. In no event shall
the amounts requested exceed two week's operating capital for the
business(es) described in Section 3.1 above.
(b) Should one or more Limited Partners choose to make the requested
Additional Capital Contributions, the Additional Contribution of these
contributing Limited Partners will received a preferred treatment for
Distributions in that the Additional Contributions shall be repaid from
Distributions pro-rata to the contributing Limited Partners prior to any
additional distributions being made to the non-contributing Limited Partners.
4.9 Use of Coptributions. The cash and property contributed by the Partners,
initially being the aggregate amounts reflected on Exhibjt "A," will be utilized by the Partnership
for the purposes of the Partnership set forth in Article III.
4.10 Nature of Interests. All property owned by the Partnership, whether real or
personal> tangible or intangible, shall be deemed to be owned by the Partnership as an entity. No
55
Partner shall have any direct ownership of any Partnership property.
ARTICLE V
ACCOUNTING
5.1 Profits and Losses. After giving effect to the special allocations set forth in
Sections 5.2 and S.3 hereof and subject to the limitations of Sections S. t(a) and S. l{b),
Profits or
Losses for any fiscal year shall be allocated among the Partners in proportion to their
ownership
interests in the Partnership.
(a) Notwithstanding the foregoing, the Losses allocated pursuant to this Section
S. l(a} shall not exceed the maximum amount of Losses that can be so allocated
without
causing any Limited Partners to have an Adjusted Capital Account Deficit at the end
of
any fiscal year. All Losses in excess of the limitations set forth in this Section 5.1 (a)
shall be allocated to the General Partner.
(b) In the event Losses have been allocated to the General Partner pursuan
t to
Section 5. l(a) hereof, 100% of the Profits shell be allocated to the General Partner
until
the cumulative Profits allocated pursuant to this Section 5.1 (b) for the current and
all
prior fiscal years are equal to the cumulative Losses allocated pursuant to Section
S. l(a)
hereof for all prior fiscal years.
S.2 Special Allocations. The following special allocations shall be made

in the
following order:
(a) Qualified Income Offset. In the event any Limited Partner unexpectedly
. receives any adjustments, alJocations or distributions described in
Section
1.704-l(b)(2)(ii)(dX4), (S) or (6) of the Regulations, items of Partnership income
and
gain shall be specially allocated to each such Limited Partner in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of such Limited Partner as quickly as possible, provided that
an
allocation pursuant to this Section S.2(a) shall be made only if and to the extent that
such
Limited Partner has an Adjusted Capital Account Deficit after all other allocatio
ns
provided for in this Article V have been tentatively made as if this Section S.2(a)
were
not in this Agreement.
(b) Gross Income Allocation.. In the event any Limited Partner has a deficit
capital account at the end of any Partnership fiscal year which is in excess of the sum
of
( 1) the amount such Limited Partner is obligated to restore pursuant to any provisio
n of
this Agreement, and (2) the amount such Limited Partner is deemed to be obligate
d to
restore, each such Limited Partner shall be specially allocated items of Partners
hip
income and gain in the amount of such excess as quickly as possible, provided that
an
allocation pursuant to this Section 5.2(b) shall be made only if and to the extent that
such
Limited Partner has a deficit capital account in excess of such sum after all
other
allocations provided for in this Article V have been tentatively made as if Section
5.2(a)
hereof and this Section 5.2(b) were not in this Agreement.
56
(c) Section 7S4 Adlustments .. To the extent an adjustment to the adjusted
tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section
743(b} is required, pursuant to Section 1.704-1 (b)(2)(iv)(m)(2) or Section 1. 704~
l(b}(2)(iv)(m)(4) of the Regulations, to be taken into account in detennining Capital
Accounts, the amount of such adjustment to Capital Accounts shall be treated 85 an item
of gain (if the adjustment increases the basis of the asset) or loss (if 1he adjustment
decreases such basis) and such gain or toss shall be specially allocated to the Partners in a
m&Mer consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to such Section of the Regulations.
S.3 Curative Allocations.. The General Partner shall have reasonable discretion,
with respect to each Partnership fiscal year, to (a) apply the provisions of Sections 5.2(a) and
5.2(b) hereof in whatever order is likely to minimize the economic distortions that might
otherwise result from such allocations, and (b) divide all allocations pursuant to Sections 5.2(a)
and 5.2(b) hereof among the Partners in a manner that is Jikely to minimize such economic
distortions.
5.4 Other Allocation Rules.
(a) For purposes of detennining the Profits, Losses, or any other items allocable
to any period, Profits, Losses, and any such other items shall be detennined on a daily,
monthly or other basis, as determined by the General Partner using any permissible
method under Code Section 706 and the Regulations thereunder.
(b) All allocations to the Partners pursuant to this Article V shall, except as
otherwise provided, be divided among them in proportion to the Partners' ownmhip
interests in the Partnership.
(c) Except 85 otherwise provided in this Agreement. all items of Partnership

income, gain, toss, deduction and any other allocations not otherwise provided for shall
be divided among the Partners in the same proportions 85 they share Profits or Losses, as
the case may be, for the year.
S.S Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c)
and the Regulations thereunder, income, gain, loss, and deduction with respect to any property
contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the
Partners so as to account for any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its initial Gross Asset Value (computed in
accordance with Section 2.13(a) hereof). In the event the Gross Asset Value of any Partnership
asset is adjusted pursuant to Section 2. I 3(b) hereof, subsequent allocations of income, gain, loss
and deduction with respect to such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner
as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions
relating to such allocations shall be made by the General Partner in any manner that reasonably
reflects the purpose and intention of this Agreement. Allocations pursuant to this Section are
57
solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken
into account in computing. any Person's Capital Account or share of Profits. Losses, other items
or distributions pursuant to any provision of this Agreement.
5.6 Flscal Year aud Annual Accounting. The Partnership fiscal year shall be the
calendar year. The Partnership books shall be kept on the cash receipts and disbursements
method of accounting or in accordance with generally accepted accounting principles, at the
discretion of the General Partner. The General Partner shall furnish to the Partners, on an
quarterly basis. accounting reports reflecting Partnership income and expenses. In addition. the
General Partner shall provide the Partners with the full annual Partnership tax return for the
preceding year in a timely manner to comply with all Code reporting deadlines.
ARTICLE VI
DISTRIBUTIONS
6.1 Distributions of P4rtnershJp Funds.
{a) Distributions of Distributable Cash shall be made at such times as may be

determined by the General Partner, but no less frequently than annually, as
provided in this Section 6.1 but subject to the preferential distribution rights
set forth in Section 6.2 below. Distributions to Partners (both General and
Limited) shall be made in the same proportion that each partner's sharing
ratio as shown in the attached Exhibit A. Unless agreed in writing by a
transferor and transferee, Distributable Cash allocable to a transferred
Partnership interest which may have been transferred during any year shall
be distributed to the holder of such Partnership interest who was recognized
as the owner on the date of such distribution, without regard to the results of
Partnership operations during the year. With regard to Distributable Cash
and other Partnership Property. the General Partner shall make a
determination, in accordance with such General Partner's duty of care and
loyalty to the Partnership, as to the need for the Partnership Property in the
operation of the Partnership business, considering current needs for operating
capital, prudent reserves for future operating capital, cunent invesbnent
opportunities, and prudent reserves for future invesbnent opportunities, all in
keeping with the Partnership's purposes. It is the duty of the General Partner,
in determining the amount of Distributable Cash available for the payment of
distributions, to talce into account the needs of the Partnership in its business
and sums necessary in the operation of its business until the income from
further operations is available, the amounts of its debts, the necessity or
advisability of paying its debts, or at least reducing such debts within the
limits of the Partnership's credit, and the preservation of its capital as
represented in the Partnership Property as a fund for the protection of its
creditors. Any contributed Partnership Property or borrowed funds by the
Partnership shall be considered as needed for Partnership invesbnent
purposes, and any cash produced from the sale of Partnership Property
contributed to the Partnership or from the sale of any Partnership Property
58
purchased with borrowed funds, or any reinvesbnent of any of the
Partnership Property, including the portion of the sale proceeds representing
capital appreciation, shall be considered as needed reserves for Partnership
investment purposes. Any Distributable Cash derived from income may, to
the extent deemed unnecessary for the purposes of the Partnership by the
General Partner under the foregoing standard, be distributed in accordance
with this Agreement
(b) Provided funds are available, within ninety (90) days of the close of
each
fiscal year, the Partnership shaJI first distribute to the Partners, in proportion
to their Partnership Interests, an aggregate amount equal to the Tax
Distribution Amount for that fiscal year. ''Tax Distribution Amount" means,
with respect to any fiscal year, an amount equal to the greater of (i) zero or
(ii) the product of(A) the highest marginal federal income tax rate applicable
to individual taxpayers for the fiscal year {except that if any portion of the
taxable income and gain allocated to the Partners for that fiscal year is
subject to taxation at capital gains rates, then for such portion only the
highest marginal federal income tax rate applicable to capital gains for
individual taxpayers for the fiscal year shall be used), and (B) (1) the
aggregate items of taxahle income and gain allocated to the Partners for that
fiscal year minus (2) the aggregate items of tax deduction and loss allocated
to the Partners for that fiscal year. For purposes of the preceding sentence, if
the sum of the amounts described in clause (B) for the current and all prior
fiscal years is less than the amount described in clause (B) for the current-
year, then such sum shall be used in place of the amount described in clause
(B) for purposes of the preceding sentence.
6.2 Preference Rights on Distributions. Those limlted partners shown in Exhibit

A that are named Investor Limited Partners shall have a preference on distributions
as follows.
They shall be entitled to a cumulative six per cent (6%) on the funds invested and
not repaid.
computed annually as of December 3 Jst of each year which payment shall be paid
if there is
sufficient cash flow, or to the extent of the cash flow. Until such time as they have
been repaid
the money they invested they shall have a preference on distributions equal to seventy
five per
cent (75%) of any distributable cash. The remaining twenty five per cent (25%)
during this
period shall be distributed one per cent (1%) to MicoMiguel, LLC as General Partner
and twenty
four per cent (24%) to Mico Restaurant Partners, LLP. At such time as the Investor
Limited
Partners have been repaid their capital contribution along with any accrued six per
cent (6%) on
invested funds, then at such time any Distributions shall be in accordance with the
percentage
ownerships shown in Exhibit A.
6.3 Confidentiality of Information. Each Partner is entitled .to all information under
the circumstances and subject to the conditions stated in this Agreement and the
TBOC. In
addition, the Partners acknowledge that they may receive infonnation regarding the
Partnership
in the nature of trade secrets or that otherwise is confidential, the release of which
may be
damaging to the Partnership or Persons with which it does business. Each Partner
shall hold in
strict confidence any infonnation it receives regarding the Partnership that is identifie
d as being
59
confidential (and if that infonnation is provided in writing, that is so
marked) and may not
disclose it to any Person other than another Paritner. except for disclosures
compelled by law. or
disclosures made to advisers or representatives of the Partner (if they have
agreed to be bound by
the provisions of this section). The Partners agree that the provisions of
this section may be
enforced by specific performance.
6.4 Id!!.!!!· Any Person may, with the consent of the General Partner, lend or
advance money to the Partnership. If any Partner shall make any loan or loans
to the Partnership
or advance money on its behalf, the amount of any such loan or advance shall
not be treated as a
Capital Contribution but shall be a debt due from the Partnership. The amoun
t of any such loan
or advance by a lending Partner shall be repayable out of the Partnership's
cash and shall bear
interest at such rate as the Genera) Partner and the lending Partner shall agree
but not in excess of
the maximum rate permitted by law. If a General Partner, or an Affiliate of
a General Partner, is
the lending Partner, the rate of interest shall be determined by the Genera
l Partner taking into
consideration, without limitation, prevailing interest rates and the interes
t rates such General
Partner or an Affiliate of such General Partner would be required to
pay in the event such
General Partners or Affiliate of such General Partner had itself borrow
ed funds to loan or
advance to the Partnership, and the terms and conditions of such loan,
including the rate of
interest, shalJ be no less favorable to the Partnership than if the lender had
been an independent
third party.
ARTICLEVJI
POWERS, RIGHTS AND DUTIES OF GENERAL PARTNERS
7.1 Management. If there is only one General Partner such General Partner
the Managing Partner. If there is more than one General Partner and no shall be
Managing Partner is
serving, then 51 % of the then outstanding ownership interest of the
General Partners shall
appoint a Managing Partner. A Managing Partner shall serve until the designa
tion is revoked,
until such Managing Partner is removed by vote of 51 % of the then
outstanding ownership
interest of the General Partners. or until the Managing Partner ceases
to serve for any other
reason. If a Managing Partner is designated, the Managing Partner is authori
zed and directed to
manage and control the assets and the business of the Partnership. The
Managing Partner may
exercise all of the powers which could be exercised by majority consent of
the General Partners.
It is understood and agreed that the Managing Partner shall consult and confer
with the General
Partners before taking any steps resulting in any substantial change in the
operation or policies of
the Partnership affairs, or the sale of any portion of the Partnership assets
other than in the usual
course of business. or in any manner which affects the Partnership busines
s in a manner judged
unusual by the Partners in the ordinary operation of the Partnership busines
s. If a Managing
Partner is serving as such, any reference to "General Partner" in this
Agreement shall also
include "Managing Partner" if applicable.
7.2 Successor General Partners. If there are multiple General Partners and
one or
more of them withdraws or ceases to serve for any reason and there is
at least one remaining
General Partner, the business of the Partnm hip is permitted to continu
e by the remaining
General Partner without amendment to this Agreement. Prior to the withdra
wal of all multiple
General Partners or the withdrawal of a sole General Partner, additional Genera
l Partners may be
60
appointed to serve as successor General Partners (each such General Partner is referred to herein
as a "Designated Successor General Partner'') by all of the remaining Partners acting
unanimously. If a General Partner, serving alone, withdraws or ceases to serve for any reason
and there are no Designated Successor General Partners remaining, then without amendment to
this Agreement, the Limited Partners by vote of 66.67% of the outstanding ownership interests of
the Limited Partners entitled to vote (excluding from such election any limited partnership
interest controlled by the Genera) Partner who brought about such withdrawal or cessation of
service), may agree in writing to.continue the business of the Partnership and to the appoinbnent,
effective as of the date of such event, of one or more General Partners. Any Designated
Successor General Partner will not have the duties nor the liabilities of a General Partner until
such time as the successor actually accepts and assumes the position of a General Partner. A
Genera) Partner who ceases to be a General Partner will not be personally liable for the debts and
obligations of the Partnership incurred following the tennination of service as a General Partner.
7.3 Resignation by General Partner. No General Partner shall have the right to
withdraw from the Partnership before the Partnership is terminated. If such General Partner does
attempt to withdraw as a General Partner, such attempt shaU be considered a breach of this
Agreement, and such General Partner's general Partnership inter~ shall convert to that of a
Limited Partner.
7.4 Authority of General Partner. Subject to the limitations of this Agreement, and
to the fiduciary obligations and limitations imposed upon the General Partner at law, the General
Partner shall manage the day-to-day operations of the Partnership. The General Partner shall
have the authority to take any action which the Genera] Partner believes in good faith to be in
furtherance of the Partnership business and purposes and to exercise all rights and powers
generally conferred by law in connection therewith. No Person dealing with the Partnership
shall be required to inquire into, or obtain any consents or other documentation as to the
authority of the General Partner to take any such action or to exercise any such rights or powers.
Specifically:
(a) The General Partner shall have the right, power and authority on behalf of the
Partnership:
(1) To receive and hold all Partnership Property in the name of the
Partnership or the name of the limited partnership .which was amended to become
this limited partnership;
(2) To obtain and maintain such insurance as is deemed to be desirable

and appropriate by the General Partner;
(3) To open, maintain, and close bank accounts, brokerage accounts and
checking accounts in the name of the Partnership, to designate and change
signatories on such accounts, and to draw checks and other orders for the payment
of monies;
(4) To engage accountants, attorneys and any and all other agents and
61
assistants, both professional and non-professional, which may include the General
Partner, and to compensate them reasonably for services rendered;
(5) To collect all sums due to the Partnership;
(6) To prepare and file all tax returns of the Partnership and to make all
elections for the Partnership thereunder;
(7) To the extent that funds of the Partnership are available therefor, to
pay as they become due all debts and obligations of the Partnership;
(8) To sell, assign. lease, exchange, convert or otherwise transfer or

dispose of all or part of the Partnership Property, on such tenns and conditions as
the General Partner may detennine in the General Partner's sole discretion;
(9) To mortgage, pledge, grant a security interest in, or incur, renew, or

refinance any indebtedness of the Partnership, on such tcnns and conditions as the
General Partner may dctennine in the General Partner's sole discretion;
(10) To vote and exercise all other rights available to the holder of any
securities included in the Partnership Property;
(11) To take any and al) other action, including legal action, that the
General Partner deems necessary, appropriate or advisable in furtherance of the
Partnership's business and purposes; and
(12) To enter into any transaction on behalf of the Partnership despite the
fact that another party to the transaction may be (i) a tnast of which a Partner is a
trustee or beneficiary; {ii) an estate of which a Partner is a personal representative
or beneficiary; (iii) a business controJled by one or more Partners or a business of
which any Partner is also a director, officer or employee; (iv) any Affiliate,
employee, stockholder, associate, manager, partner, or business associate; (v) any
Partner, acting individually; or (vi) any relative of a Partner; provided the terms of
the transaction are no less favorable than those the Partnership could obtain from
unrelated third parties.
(b) The General Partner or his nominee shall hold legal title to the Partnership
Property and shall have the sole authority to manage, deal with, negotiate and contract
with respect to, and convey the Partnership Property on behalf of the Partnership.
(c) The General Partner shall act in good faith in the perfonnance of the General
Partner's obligations hereunder, but shall have no liability or obligation to any of the
Limited Partners or the Partnership for any decision made or action taken in coMection
with the discharge of the General Partner's duties hereunder if such decision or action is
made or taken in good faith and in the exercise of due care in connection with the
Partnership business.
62
(d) The General Partner shall have the power to designate, from time to time, a
depository of Partnership funds, and to draw upon the same for Partnership purposes.
(e) Any person dealing with the Partnership or the General Partner may rely on a
certificate signed by the General Partner concerning:
(1) The identity of the General Partner or any other Partner;
(2) The existence or nonexistence of any fact or facts that constitute

conditions precedent to acts by the General Partner or in any other manner
gennane to the business and affairs of the Partnership;
(3) The person or persons who are authorized to execute and deliver any
instrument or document of the Partnership; or
(4) Any act or failure to act by the Partnership or concerning any other
matter whatsoever involving the Partnership or any Partner.
7 .5 Regulrement of Unanimous Consent. The General Partner shell not have the
authority to enter into any of the following transactions without the unanimous consent of all the
Partners:
(a) Tenninate, liquidate and wind up the Partnership, except as otherwise

provided in this Agreement;
(b) Do any act that would make it impossible to carry on the purposes of the
Partnership and business of the Partnership (provided, however, that the sale or other
disposition of all or any Partnership Property shall not be deemed to be an act making it
impossible for the Partnership to carry on its business);
(c) Engage in any business activity other than that which is consistent with the
purposes of the Partnership;
(d) Amend this Agreement, except as otherwise provided in this Agreement.
7.6 Bestrictio ps on General Partners. The General Partner will not have the
authority to enter into any of the following transactions without the consent of 51% of the
outstanding ownership interest of all of the Partners:
(a) Prior to the actual termination of the Partnership, sell substantially all of the
Partnership Property in liquidation or cessation of business;
(b) Compromise any claim or dispute having an amount or value in issue in

excess of 50% of the total value of the Partnership Property;
63
(c) Confess a judgment against the Partnership;
(d) Do any act in violation of this Agreement;
(e) Make, execute or deliver any assignments for the benefit of creditors;
(f) Do any act for which the consent of the Limited Partners is required by the
TBOC.
7.7 Dissolution or Bankruptcy of a Partner. On the dissolution, winding up,

termination, or bankruptcy of a Partner, such Partner and his successors shall thereafter have the
status of an Assignee and shall receive distributions to which such Assignee is entitled. For
purposes of this Agreement. the bankruptcy of a Partner shall be deemed to have occurred upon
the happening of any event described in subsections (4) and (5) of Section 153.lSS(a) of the
TBOC.
7.8 Indemnification of the General Partners. The General Partners shall be jointly
and severally indemnified and held harmless by the Partnership and by each other to the extent of
each Partner's individual ownership in the Partnership from and against any and all claims,
demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of
or incidental to the management of the Partnership affairs or to any Persons acting as an
employee while in the course of managing the Partnership affairs; provided, however, that no
General Partner shall be entitled to indemnification hereunder where the claim at issue is based
upon any of the following:
(a) A matter entirely unrelated to such General Partner's management of the

Partnership affairs.
(b) The proven gross negligence, misconduct. fraud or bad faith of such General
Partner.
(c) The proven breach by such General Partner of any provisions of this
Agreement.
The indemnification rights herein contained shall be cumulative of, and in addition to. any and
all other rights, remedies, end resources to which the General Partner, shall be entitled, whether
pursuant to some other provisions of this Agreement. at Jaw or in equity. A General Partner will
not have liability for loss of income from or decrease in the value of the property which was
retained in the form which such General Partner received it. In addition, the General Partner will
not owe a fiduciary duty to the Partnership or to any Partner. The General Partner will owe a
duty of loyalty and a duty of care to the Partnership. To the extent Texas Jaw wm pennit, a
General Partner who succeeds another will be responsible only for the property and records
delivered by or otherwise acquired from the preceding General Partner, and may accept as
correct the records of the preceding General Partner without duty to audit the records or to
inquire further into the administration of the predecessor and without liability for a predecessor's
errors or omissions.
64
7.9 General Partner with Interest as Limited Partner.. If a General Partner has or
acquires an interest in the Partnership as a Limited Partner, such General Partner will, with
respect to such limited Partnership interest, enjoy all the rights and be subject to all of the
obligations and duties of a Limited Pa.rtner. With respect to such General Partner's general
Partnership interest, such General Partner will continue to enjoy all the rights and remain subject
to all of the obligations and duties of a General Partner.
ARTICLE VIII
POWERS, RIGHTS AND DUTIES OF LIMITED PARTNERS
8.1 fteguirements for Admission of Transferee @S Limited Partner. A transferee

of an interest in the Partnership shall be admitted to the Partnership as a substituted Limited
Partner only upon satisfaction of the conditions set forth in this Section:
(a) Execution of this Agreement or a counterpart of this Agreement, as provided

in Exhibit "A" to this Agreement, and such other documents and instruments of
conveyance as may be necessary or appropriate in the opinion of counsel to the
Partnership to effect such Transfer and to confinn the agreement of the transferee to be
bound by the provisions of this Agreement;
(b) Contribution of capital, if any, required by such transferee;
(c) Obtaining consent from the Oeneral Partner, such consent to be granted in the
sole and absolute discretion of the General Partner, and
(d) Acquisition of such interest by such transferee by_means of a Pennitted

Transfer.
8.2 Power of Attorney. Each Limited Partner does irrevocably constitute and
appoint the General Partner, as his or her true and lawful attorney in fact and agent, which power
of attorney is hereby declared to be coupled with an interest, in his or her name, place and stead
to execute, acknowledge and file (a) the original Certificate of Formation and any later
certificate, to be executed in compliance with the requirements of law, to be filed in the Office of
the Secretary of the State of Texas; (b) the original assumed name certificate, and any later
assumed name certificate, to be executed in compliance with the requirements of law, to be filed
in the appropriate County Clerk's office; (c) all instruments required to effectuate the winding up
or tenninat.ion of the Partnership. The power of attorney granted herein shall not tenninate upon
the death or disability of a Limited Partner. No Person need inquire further than this Agreement
of Limited Partnership for other evidence or proof of the General Partner's right and authority to
bind the Partnership.
8.3 RJghts and Restrictions of Limited Partners.
(a) Except as otherwise limited by the tenns and provisions contained in this
Agreement, the Limited Partners shall have all of the rights, and be afforded the status, of
65
limited partners as set forth in the TBOC. No Limited Partner shall have any right
or
power to (1} take part in the management or control of the Partnership or its busines
s or
affairs, (2) transact any business for the Partnership, or (3) sign for or bind
the
Partnership in any way.
(b) A Limited Partner will breach this Agreement if he (1) interferes in

the
management of the Partnership affairs; (2) engages in conduct which could result
in the
Partnership losing its tax status as a partnership; (3) engages in conduct that tends
to
bring the Partnership into disrepute; (4) breaches any confidentiality provisio
ns of this
Agreement; (5) fails to meet any commitment to the Partnership; or (6) owns
a
Partnership interest that becomes subject to a charging order, attachment, garnishment,
or
similar legal proceedings. A Limited Partner who is in breach of this Agreement shall
be
liable to the Partnership for damages caused by such breach. The Partnership may
offset
for the damages against any distributions or return of capital to the Limited Partner
who
has breached this Agreement.
(c) No Limited Partner shall have the right or power to cause the winding up or
tennination of the Partnership by court decree or otherwise.
(d) The Limited Partners shall refer all bona fide offers for the purchase or sale
of
all or any part of the Partnership Property to the General Partner for negotiation.
(e) Nothing contained herein to the contrary, no Limited Partner sha11 be

liable
for 1111y of the debts or other obligations of the Partnership or for any of the losses thereof
beyond the Initial Capital Contribution and any Additional Capital Contributions of
such
Limited Partner unless the Limited Partners expressly assume such liability.
(f) All Limited Partners hereby agree to execute any and all instruments that they
may be required to execute by any purchaser of said property in order to effect a
sale of
the Partnership Property.
8.4 Removal of a General Partner. Notwithstanding any provision herein to the

contrary, a General Partner may not be removed unless there is at least one remaini
ng General
Partner. The Limited Partners may remove a General Partner upon the vote of 51
% of the then
outstanding ownership interest of the Limited Partners. Written notice of such
determination
setting forth the effective date of such removal shall be served upon such General Partner
, and as
of the effective date, shall tenninate all of such Person's rights and powers as a General
Partner
hereunder, except for any accrued rights to receive payments authorized by Article
XI hereunder.
Such Partner sha11 thereafter cease to be a General Partner, and the removed General
Partner
shall automatically become a Limited Partner, and such removed General Partner'
s partnership
interest shall be converted to a limited partnership interest. The remaining General
Partners shall
continue the business of the Partnership. Notwithstanding the foregoing, if a General
Partner is
in material breach of such Genera] Partner's obligations and does not cure, or comme
nce and
diligently prosecute the curing of, such breach within ninety (90) days after notice
thereof by any
of the Limited Partners, or if he has committed any act or omission of fraud or malfeas
ance to
the injury of the Partnership, then such General Partner may be removed upon agreem
ent of 51 %
66
of the then outstanding ownership interest of the Limited Partners. For purposes of the precedin
g
sentence. a General Partner shall be considered t.o be in materiel breach of such General Partner's
obligations (I) if a court in a final non~appealable judgment determines that such General Partner
has committed an act of willful misconduct, gross negligence, or fraud; or (2) if a General
Partner declares bankruptcy, becomes insolvent or tenninated, or assigns all of such Genera.I
Partner's assets for the benefit of such General Partner's creditors.
8.5 Investment Representations and Warran ties of the Limited Partners. Each
Limited Partner hereby represents and warrants with respect to such Limited Partner's executio
n
of this Agreement (or by such Limited Partner's subscription end acceptance of this Agreement)
and the interest in the Partnership to be acquired by him hereunder as follows:
(a) Such Limited Partner will not sell, assign or otherwise transfer such Limited
Partner's interest in the Partnership to any Person except in accordance with this
Agreement; such Limited Partner will obtain from any transferee of such Limited
Partner's interest in the Partnership representations and warranties for the benefit of such
Limited Partner and of the Partnership similar to those made in this Section and has made
representations and warranties similar to those made in this Section;
(b) During the course of the discussion of this Agreement and prior to the
execution thereof, such Limited Partner had adequate opportunity to ask questions of, and
to receive answers from, the General Partner concerning the tenns and conditions of this
Agreement. the background end experience of the General Partner, the plans of the
General Partner for the operation of the Partnership and all other matters related to this
Agreement concerning which such Limited Partner desired to ask, and that such Limited
P·artner has asked and has had answered to the satisfaction of such Limited Partner all
questions which such Limited Partner desired to ask;
(c) Such Limited Partner is acquiring the interest in the Partnership for
investment and not with a view to a distribution thereof within the meaning of the
Securities Act of 1933 and the Securities Act of the State of Texas;
(d) Such Limited Partner has such knowledge and experience in matters of
finance, securities and investments, generally, that such Limited Partner is capable of
evaluating the risks of entering into this Agreement;
(e) Such Limited Partner has experience and skill in investments based on actual
participation;
(f) The General Partner has made available to such Limited Partner the
opportunity to obtain any additional infonnation necessary to verify the accuracy of the
infonnation given to such Limited Partner by the General Partner;
(g) Such Limited Partner has been informed by the General Partner that such
Limited Partner may have to continue to bear the economic risk of entering into this
Agreement for an indefinite period because of the restrictions on disposition of limited
67
partnership interests in the Partnership;
(h) The limited partnership interest acquired pursuant to this Agreement will not
be sold, transferred or encumbered in contravention to this Agreement;
{I) Such Limited Partner recognizes that the Partnership will be newly organized
and has no history of operations or earnings and is of a speculative nature;
0) Such Limited Partner understands that no state or Federal governmental

authority has made any finding or detennination relating to the fairness for public
investment of the ownership interests offered by the Partnership and that no state or
Federal government authority has or will recommend or endone these said ownership
interests;
(k) Such Limited Partner recognizes that prior to this offering there has been no
public market for the ownership interests offered by the Partnership, and it is likely that
after the offering there will be no sucb market for these interests;
(I) Such Limited Partner is financially able to comply with his obligations
hereunder; and such Limited Partner has adequate means of providing for current
financial needs end possible personal contingencies, exclusive of the investment of such
Limited Partner in the Partnership;
{m) Such Limited Partner understands that the Internal Revenue Service (the
"Service") may disallow some or all of the deductions to be claimed by the Partnership
and that the Service may attempt to treat the Partnership as an association taxable as a
corporation which could have en adverse economic effect on the Partners by (1) taxation
at the Partnership level resulting in double taxation and no flow through of loss, and (2)
substantial reduction in yield, if any, on the Partners' invesbnent in the Partnership; end
(n) Such Limited Partner is aware that the General Partner may be or may engage
in business which is competitive with that of the Partnership, and such Limited Partner
agrees to such activities even though there are conflicts of interest inherent therein.
ARTICLE IX
MANAGEMENT FEES AND OTHER EXPENSES
9.1 Management Fees. Except as provided in this Article, no Partner shall receive
any salary, fee, or draw for services rendered t•> or on behalf of the Partnership, nor shall any
Partner be reimbursed for any expenses incurred by such Partner on behalf of the Partnership.
In
connection with the conduc~ operation and sale of the Partnership Property and the operation
of
the Partnership, the General Partner as long as MicoMiguel, LLC is the sole General Partner,
may not charge the Partnership management fees for managing the Partnership as MicoMiguel,
LLC already receives a two and half percent (2.5%) of gross restaurant revenue as a licensing
fee but shall be reimbursed for any direct expenses reasonably incurred in connection with the
Partnership's business; provided, however, that no such expense shall be incurred other than at
a
68
price which reflects a competitive market rate for such expense; and provided further, that no
contract or arrangement entered into by a General Partner on behalf of the Partnership with such
General Partner or an Affiliate shall be on tenns less advantageous to the Partnership than that
generally available from an unaffiliated third party. The General Partner shall not be required to
devote full time to the affairs of the Partnership, but shall diligently and faithfully devote
whatever time, effort, and skill may be necessary for the conduct of the Partnership's business,
and shall perform all of the duties of a General Partner which are provided for in this Agreement
and the TBOC.
9.2 Expenses. The General Partner may charge to the Partnership and pay or recover
out of Partnership funds, as and when available, the following: All fees that may be required by
applicable state or local authorities relating to the fonnation and operation of the Partnership or
in compliance with the terms of this Agreement, including but not limited to, all filing fees for
assumed name certificates, the Certificate of Fonnation and all amendments thereto, all
reasonable expenses incurred by the General Partner in connection with the organization and
formation of the Partnership, all reasonable expenses incurred by the General Partner to acquire,
preserve, protect, or perfect the title to the Partnership Property or to operate and maintain such
property, including, but not limited to, travel expenses, attorneys' fees, accountants' fees and
court costs incurred in connection with such matters and any sums owed by the Partnership
pursuant to any contract entered by the General Partner pursuant to its authority under this
Agreement; the cost of public liability insurance carried in connection with the business of the
Partnership; taxes on property of the Partnership; principal and intere.5t, and any other amounts
whatsoever owing on any indebtedness of the Partnership, or any part hereof, or any instruments
securing any of same, together with any expenses incurred in connection with renewing or
rearranging such or any other indebtedness incurred for the benefit of the Partnership deemed
necessary by the General Partner; and normal closing costs reasonably incurred in the event of
the lease, sale or other disposition of the Partnership Property.
ARTICLEX
TRANSFERS OF PARTNERSHIP INTERESTS
10.1 Generally. Except as set forth herein, no Limited Partner may transfer all or any
portion of such Partner's interest in the Partnership, without the prior consent of the General
Partner, which consent may be granted or withheld in the sole discretion of the General Partner.
Each Limited Partner agrees with the Partnership and all of the other Partners that such Limited
Partner will not make or permit a disposition of all or any portion of its Partnership Interest in
violation of the provisions of this Article X.
10.2 Permitted Transfers or Limited Partnership Interests.. Notwithstanding the

foregoing provisions of Section I 0.1, a Limited Partner may Transfer all or any part of the
interest of such Limited Partner in the Partnership to: (a) the trustee of a trust created for the
benefit of such Limited Partner or such Limited Partner's spouse, children or grandchildren; (b)
any Wholly Owned Affiliate of such Limited Partner; (c) the guardian or legal representative of a
Limited Partner as to whose estate a guardian or legal representative is appointed and to the
executor or administrator of the estate of a deceased Limited Partner, or (d) to any other Person
approved by all of the Partners (any such Transfer described above is referred to in this
69
Agreement as a "Pennitted Transfer"). To be a Pennitted Transfer, in addition to meeting the
other requirements in this Agreement, the Transfer must be in writing, the tenns of which are not
in contravention of any of the provisions of the Agreement, and the Transfer must be received by
the General Partner and recorded on the books of the Partnership. Until the effective date of a
Pennitted Transfer, both the Partnership and the Partners shall be entitled to treat the assignor of
the transferred interest es the absolute owner the:reof in all respects. Upon the Transfer to a trust
described in 10.2 (a) above, legal title shall rest in such trust, but such intere.,t shall be subject to
the same events and circumstances as if the transferring Limited Partner continued to own such
interest, and said transferring Limited Partner shall continue to exercise all riglits and be liable
for all duties imposed by this Agreement. If a transfer is made to a Person approved by all of the
Partners, as pennitted by Section I 0.2(d) above, and the Limited Partner making such transfer
will be receiving consideration in return for making such transfer, then prior lo approving such
transfer, the Partnership shall have the oplion for thirty (30) days to acquire such interest upon
the same price and terms as the Person to whom such interest is being transferred. Any Assignee
of a Limited Partner under the tenns of this Section shall be entitled to receive the share of the
Partnership Profits, Losses and distributions to which the Limited Partner from or under whom
such interest was acquired would have been entitJed; however, any such Assignee shall not
automatically become a substituted Limited Partner unless the conditions of Section 8.1 are
satisfied.
10.3 Additional Restrictions on Transfers. Notwithstanding Section I 0.2, no

disposition by a Partner, whether voluntary or involuntary, shall be effective unless (a) the
General Partner shall have received a favorable opinion of the Partnership's legal counsel, or of
legal counsel acceptable to the General Partner (which opinion shalt be rendered at the expense
of the transferor), to the effect that such disposition will not (1) violate the Securities Act or the
registration requirements of any applicable state securities laws; (2) cause the Partnership or the
General Partner to be subjected to any additional regulatory requirement; (3) cause the
Partnership to be deemed terminated pursuant to Section 708 of the Code; (4) violate the laws of
any state or the rules or regulations of any government agency applicable to such disposition; or
(5) result in the Partnership being treated as an association taxable as a corporation for federal
income tax purposes.
10.4 Transfers of General Partnership Interests .. Except as otherwise provided in

this Agreement, additional General Partners shall not be admitted to the Partnership without the
consent of all the Partners. Notwithstanding the foregoing, each General Partner may Transfer
alJ but not less than all of its General Partner interest in the Partnership at any time to (a) any
Person who is such General Partner's Wholly Owned Affiliate, or (b) to any Person who is
approved by all of the Partners. A transferee of a General Partners interest hereunder shall be
admitted as a General Partner with respect to such General Partner's interest if, and only if, all of
the other Partners consent to such admission. In the event that the transferee of a General
Partner's interest is admitted hereunder, such transferee shall be deemed admitted to the
Partnership as a General Partner immediately prior to the Transfer, and such transferee shal1
oontinuc the business of the Partnership without winding up. A transferee who acquires a
General Partner's interest hereunder by means of a Transfer that is pcnnitted under this section,
but who is not admitled as a General Partner, shall have no authority to act for or bind the
Partnership, to inspect the Partnership's books, or otherwise to be treated as a General Partner.
70
10.S Prohibited Tragsfers. Any purported Transfer by any Partner of an interest in
the Partnership that is not a Permitted Transfer or a transfer pennitted under Section l 0.4 of this
Agreement shall be null and void and of no effect whatever; provided that if the Partnership is
required to recognize a Transfer that is not permitted (or if the Partnership, in its sole discretion,
elects to recognize a Transfer that is not permitted), the interest transferred shall be strictly
limited to the transferor's rights to allocations and distributions as provided by this Agreement
with respect to the transferred interests, which allocations and distributions may be applied
(without limiting any other legal or equitable rights of the Partnership) to satisfy any debts,
obligations or liabilities for damages that the transferor or transferee of such interests may have
to the Partnership. In the case of a Transfer or attempted Transfer of an interest that is not a
Pennitted Transfer or a transfer pennitted under Section 10.4 of this Agreement, the parties
engaging or attempting to engage in such Transfer shall be liable to indemnify and hold hannless
the Partnership and the other Partners from all cost, liability, and damage that any of such
indemnified Persons may incur (including, without limitation, incremental tax liability and
lawyers' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to
enforce the indemnity granted hereby.
10.6 Acguisldon of an Interest Conveyed to Another Without Authority. If any

Person acquires a Partnership [nterest. or becomes an Assignee, as the result of an order of a
court which the Partnership is required by law to recognize, if a Partner's interest in the
Partnership is subjected to a lawful "charging order", or if a Partner makes an unauthorized
Transfer of an interest in the Partnership, the Partnership will have the unilateral option to
acquire the interest of the Assignee, or any fraction or part thereof, upon the following terms and
conditions:
(a) The Partnership will have the option to acquire the interest by giving written
notice to the Assignee of its intent to purchase within ninety (90) days from the date it is
finally determined that the Partnership is required to recognize the Transfer. If the
Partnership fails to exercise its option within such 90-day period, the remaining Partners
shall have the option to acquire pro rat.a shares of such interest by giving written notice to
the Assignee of their intent to purchase within ninety (90) days following the expiration
of the expired 90.day option period held by the Partnership.
(b) The valuation date for the determination of the purchase price of the interest
will be the first day of the month following the month in which the notice is delivered.
(c) Unles., the Partnership and the Assignee agree otherwise, the purchase price
for the interest, or any fraction to be acquired by the Partnership, shall be its fair market
value as detennined by a written valuation report prepared by a Person qualified to
perfonn business valuations of partnerships and ownership interests in partnerships
describing the value of the ownership interest in the Partnership. Such written valuation
report shall take into account all appropriate discounts which are applicable to such
interest. Payment for the cost of such valuation report shall be made by such Assignee.
Closing of the sale will occur at the principal office of the Partnership at 10:00 a.m. on
the first Tuesday of the month following the month in which the Appraisal is rendered.
71
The purchase price paid by the Partnership shall be reduced by any costs or fees incurred
by the Partnership in acquiring the interest of such Assignee.
(d) In order to reduce the burden upon the resources of the Partnership, the
Partnership will have the option, to be exercised in writing delivered at closing, to pay its
purchase money ob1igation in fifteen equal annual installments (or for a period of time
equal to the remaining term of the Partnership if such period is less than fifteen years)
with interest at the Default Rate of Interest. The first installment of principal, with
interest, will be due and payable on the first day of the calendar year following closing,
and subsequent aMual installments, with accrued interest, will be due and payable on the
first day of each succeeding calendar year until the entire amount of the obligation is
paid. The Partnership will have the right to prepay all or any part of the purchase money
obligation at any time without penalty.
(e) Neither the Assignee of an unauthorized Transfer nor the Partner causing the
unauthorized Transfer shall have the right to vote on Partnership matters during the
prescribed option period or, if the option to purchase is timely e:itercised, until the sale is
closed.
10. 7 Survival of Liabilities. It is expressly understood and agreed that no Transfer of

a Partnership Interest, even if it subsequently results in lhe substitution of the Assignee as a
Limited Partner herein, shall release the transferor or assignor from those liabilities as to the
Partnership which survive such Transfer as a matter of law.
10.8 Partnership Interest Pledge or Encumbrance. No Partner may grant a security

interest or otherwise pledge, hypothecate or encumber his interest in this Partnership or such
Partners distributions without the consent of all the Partners. It is understood that the Partners
are under no obligation to give consent nor are they subject to liability for withholding consent.
10.9 Nonrecognition of an Uoautborfwl Transfer. The Partnership will not be

required to recognize the interest of any transferee who has obtained a purported transferred
interest as the result of a Transfer that is not authorized by this Agreement end the Transfer shall
be null and void for all purposes. If there is doubt as to ownership of an interest in the
Partnership or who is entitled to distributions or liquidating proceeds or other property, the
General Partner may accumulate such property until the issue is resolved to the satisfaction of
the General Partner.
ARTICLE XI
WINDING UP AND TERMINATION OF THE PARTNERSHIP
11.l Winding Up and Termination of the Partnership. The Partnership shall be

immediately wound up upon the occurrence of any of the following (a "Liquidating Event"):
(a) The expiration of the tenn set forth in Section 1.5;
(b) The withdrawal or removal of a General Partner, the assignment by a General
72
Partner of its entire interest in the Partnership, or any other event that causes a General
Partner to cease to be a general partner under the TBOC, provided that any such event
shall not constitute a Liquidating Event if the Partnership is continued pursuant to this
Article.
(c) The expre~ written agreement executed by all of the Partners; or
(d) Within a reasonable period of time, as determined by the General Partner,

after the sale, condemnation, foreclosure or other similar disposition of all of the
Partnership Property or upon the happening of any other event which makes it unlawful,
impossible, or impractical to carry on lhe business of the Partnership.
11.2 Withdrawals; Reconstltudon. Winding up may occur pursuant to Section

11.1 (b) of this Agreement, but if there is a remaining General Partner or if the Limited Partners
by vote of 66.67% of the outstanding ownership interests of the Limited Partners entitled to vote
(excluding from such election any limited partnership interest controlled by the General Partner
who brought about such event), agree in writing to continue the business of the Partnership and
to the appointment, effective as of the date of such event, of one or more General Partners, the
Partnership will be reconstituted and continued. A General Partner may have the power but not
the right to withdraw at any time from the Partnership and cease to be a General Partner under
the provisions of Section 153. lSS(b) of the TBOC by giving written notice to the other Partners.
Any Genera) Partner who withdraws or ceases to be a General Partner pursuant to Section
153.JSS(a) of the TBOC, before the expiration of the stated term of this Partnership violates this
Agreement, and the Partnership may recover damages from the withdrawing General Partner,
including the reasonable cost of obtaining replacement of the services the withdrawn Partner was
obligated to perform, for breach of the Agreement. The Partnership may, in addition to pursuing
any remedies otherwise available under applicable law, effect that recovery by offsetting those
damages against the amount otherwise distributable to the withdrawing General Partner,
reducing the Limited Partner's interest into which the withdrawing General Partner's interest may
be converted under Section 153.1 SB(a)(l) of the TBOC. Subject to the liability created under
Section 153.lSS(b) of the TBOC, a General Partner who ceases to be a General Partner under
Section 153.ISS(a) of the TBOC shall, at the option of the remaining General Partners or, if there
arc no remaining General Partners, at the option of a majority in interest (at least 51 % of the then
outstanding ownership interest) of the Limited Partners in a vote that excludes any Limited
· Partner interest held by the withdrawing General Partner, convert the interest in that General
Partner's capital account, including such General Partner's share of Profits, Losses and
distributions, to that of a Limited Partner; or pay to the withdrawn General Partner in cash or
other Partnership property of equivalent value, or secure by bond approved by a court of
competent jurisdiction, the fair market value of such General Partner's interest in the Partnership,
less the damages caused by such General Partner's breach of this Agreement.
I 1.3 Final Accounting. Upon winding up of the Partnership, an accounting shall be

made of the accounts of the Partnership, the account of each Partner thereof, and of the
Partnership's assets. liabilities and operations, from the date of the last previous accounting to the
date of such winding up.
73
11.4 Liquidation and Priorities on DlstrlbutJoo.. If the Partnership is terminated
under Section 11.1. then in such event the Managing Partner shaU act as the Liquidating Trustee
and shall liquidate the Partnership as herein provided.
(a) If there is no Managing Partner or if the Managing Partner declines or ceases

to serve as Liquidating Trustee, the Liquidating Trustee shall be elected by agreement of
those Partners whose percentage interests aggregate 51 % percent of the ownership
interests of the Partners. The General Partner shall execute such documents that are
reasonably required to enable the Partner(s) to perfonn and function as Liquidating
Trustee.
(b) The Liquidating Trustee shall proceed to liquidate the assets of the
Partnership and the proceeds of such liquidation shall be applied to the Partners (both
General and Limited), in an amount equal to each Partner's percentage interest in the
Partnership. Any property which is distributed in kind in liquidation shall be treated as if
such property had been sold for its fair market value, the gain or losses from such
property had been distributed to the Partners in accordance with the provisions herein,
and the cash proceeds from the sale of such property had been distributed. All
distribution to Partners (both General and Limited) shall be made in proportion to their
respective sharing ratios as set forth on Exhibit B attached hereto regardless of the capital
accounts of the Partners and notwithstanding any other provision herein to the contrary.
Capita) accounts of the Partners, notwithstanding anything herein to the contrary, shall
only be used to detennine the gain or loss for tax purposes of each Partner.
(c) After the foregoing distributions, this Agreement shall tenninate and none of
the parties shalJ have any further rights or obligations hereunder.
(d) If a disposition of the Partnership Property has been made on terms that
produce a note or contract receivable to the Partnership, the dollar value attributable to
each interest in such note or contract receivable distnbuted pursuant to this Section shall
be, as to any distnbutee thereof, such distributee's pro rata portion of the face amount
thereof, and the Liquidating Trustee shall be obliged to make a liquidating distribution in
a fashion such that the Partners each are distributed a rateable share of cash items and a
rateable share of receivables according to their respective total rights to liquidating
distributions.
(e) Notwithstanding anything to the contrary set forth hereinabove, if, after the
payment of current Partnership liabilities and obligations to the extent of the funds and/or
properties available for that puq,ose, either any portion of a Partne~hip borrowing
remains unpaid or the Liquidating Trustee detennines that additional funds will be
require.d to meet Partnership costs and expenses thereto incurred or for which the
Partnership may become responsible, then the Liquidating Trustee shall be obligated to
retain such required amounts, if available (or as when they become available), before any
Partnership cash or property is distributed to any Partner.
1t .6 Powen and Duties of Liguidating Trustee. Notwithstanding anything to the
74
contrary contained in this Agreement, the Liquidat ing Trustee shall be entitled to exercise such
of the powers and authoriti es granted to the General Partner under Article VII hereof
as are
necessary and appropriate for the winding up and tennination of the Partnership, and also shall
be subject to the duties and obligations imposed upon the General Partner under Article VII.
11. 7 Indemnification of the Liquida ting Tnt§tee. The Liquidating Trustee shall
be
indemnified and held hannless by the Partnership from and against any and all claims, demands
,
liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or
incidental to the Liquidat ing Trustee talcing any action authorized under, or within the
scope of,
this Article; provided, however, that the Liquidating Trustee shall be entitled to no
indemnification hereunder where the claim at issue arose out of:
(a) A matter entirely unrelated to the Liquidating Trustee's acting under the
provisions of this Article;
(b) The proven gross negligence, willful misconduct, fraud or bad faith of the
Liquidating Trustee; or
(e) The proven breach of the Liquidating Trustee of its obligations under this
Article.
The indemnification rights herein contained shall be cumulative of, and in addition to, any and
all other rights, remedies, and resources to which the Liquidating Trustee shall be entitled, at law
or in equity.
ARTICLE XII
MISCELLANEOUS
12.1 Notices. Any notices required hereunder shall be sent to the Partners (i) by
electronic transmission, including c~mail, (ii) by personal service, or (iii) by certified
or
registered mail, return receipt requested at the address set forth for such parties, respectively, on
Exhibit "A" of this Agreement. By giving to each General Partner written notice thereof, the
parties hereto and their respective successors and assigns shall have the right from time to lime
and at any time during the term of this Agreement to change their respective addresses and each
shall have the right to specify as its address any other address within the United States
of
America No transferee of any interest of any Partner shall be entitled to receive a notice
independent of the notice sent to the Partner making such transfer.
12.2 Addltion•l Instruments. Each Partner hereby agrees to execute all such
agreements, certificates, tax statements, tax returns and other documents as may be required by
law to effectuate the provisions contained herein.
12.3 Applicable to Successors. This Agreement and each provision herein shall be
binding upon and applicable to, and shall inure to the benefit of, the parties hereto and their
respective heirs, · legatees, devisees, successors, assigns and legal representatives, except
as
otherwise expressly provided herein.
75
12.4 Waiver. No consent or waiver, express or implied, by any parties hereto of the
breach or default by any other party or parties hereto in the pcrfo!l11ance by any such party or
parties of its or their obligation hereunder shall be deemed or construed to be a consent to or
waiver of any other breach of default in the performance of such other or others of the same or
any other obligations of such other or others hereunder. Failure on the part of any party hereto to
complain of any act of any of the other parties or to declare any of the other parties hereto in
default, irrespective of how long such failure continues, shall not constitute a waiver by such
party of its rights hereunder.
12.5 SeverabiUJl'. If any provision of this Agreement or the application thereof to any
Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to other Persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.
12.6 Amendmen t. This Agreement may be amended or modified at any time only if
all Partners agree to such amendment or modification in writing.
12.7 Waiver of RJghts to Partition. Inasmuch as all real and personal property
owned by the Partnership is owned by the Partnership as an entity, and no party hereto,
individually, has any ownership in such property, none of the parties hereto shall have any right
to partition any of the Partnership Property, and all parties hereto hereby irrevocably waive any
and all rights that any party hereto might have to maintain any action for partition of any of the
Partnership Property with respect to their undivided interest, if any, therein, either as a partition
in kind or a partition by sale.
12.8 Meetings of the Partners. Meetings of the Partners may be called by the
General Partner and shall be c.allcd upon the written request of 51% of the then outstanding
ownership interests of the Limited Partners. Notice of any such meeting shall be given to all
Partners not less than seven (7) business days nor more than thirty (30) business days prior to the
date of such meeting and shall state the nature of any business to be transacted thereof. Partners
may vote in person or by proxy at such meeting.. Whenever the vote or consent of Partners is
permitted or required under this Agreement, such vote or consent may be given at a meeting of
Partners. Except as otherwise expressly provided in this Agreement, the vote of 11 majority in
interest (at least SI% of the then outstanding ownership interest) of the Partners shall control.
For the purpose of dctennining the l>artners entitled to vote on, or to vote at, any meeting of the
Partners or any adjournment thereof, the General Partner or the Limited Partners requesting such
meeting may fix, in advance, a date as the record date for any such determination. Such date
shall not be more than thirty (30) business days nor less than ten (10) business days before any
such meeting. Each Limited Partner may authorize any Person or Persons to act for it by proxy
on all matters in which a Limited Partner is enlitled to participate, including waiving notice of
any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited
Partner or its attomey•in•fact. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be revocable by the
Limited Partner executing it. Each meeting of the Partners shall be conducted by the General
Partner or such other Person as the Genera! Partner may appoint pursuant to such rules for the
76
conduct of the meeting as the General Partner or such other Person deem appropriate.
12.9 Action Without Meeting. Any action required or permitted to be taken at a

meeting of the Partners (including meeting of the General Partners) may be taken without a
meeting if written consent setting forth the action to be taken is signed by all Partners (or
General Partners, if applicable) entitled to vote. This consent will have the same force as a
unanimous vote of the Partners (or General Partners, if applicable). The original signed consents
shall be kept with the Partnership records.
12.10 Counterparts. This Agreement may be signed in a number of counterparts, each

of which shall be an original for all purposes, but all of which taken together shall constitute only
one agreement The production of any executed counterpart of this Agreement shall be sufficient
for all purposes without producing or accounting for the other counterparts hereof.
12.11 Gender. Wherever in this Agreement, words, including pronouns, are used in the
masculine, they shall be read and construed in the feminine or neuter whenever they would so
apply, and wherever in this Agreement, words, including pronouns, are used in the singular or
plural, they shall be read and construed in the1plural or singular, respectively, wherever they
would ~ apply.
12.12 Attorney Fees. In the event a dispute arises between any Partner(s) and the
Partnership or between the Partners, the prevailing party shall be entitled to recover reasonable
attorney's fees and court costs incurred.
11.13 Tax Audit. In the event the Partnership is audited by the Service, the costs and
expenses incWTed to defend and comply with the audit shall be an expense of the Partnership.
Any audit of any individual Partner shall not be deemed to be an audit of this Partnership.
12.14 Foreign OuaUficatlon. Prior to the qualification of the Partnership to conduct

business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to
comply, to the extent procedures are available and those matters are reasonably within the
control of the General Partner, with all requirements necessary to qualify the Partnership as a
foreign limited partnership in that jurisdiction. At the request of the General Partner, each
Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments
confonning with the tenns of this Agreement that are necessary or appropriate to qualify,
continue and tenninatc the Partnership as a foreign limited partnership in all jurisdictions in
which the Partnership may conduct business.
12.15 Governing Law. This Agreement shall be subject to, and governed by, the laws
of the State of Texas.
12.16 Rellance by Third Parties, Notwithstanding any other prov1s1on of this

Agreement, any action taken by the General Partner on behaJf of the Partnership shall be binding
as to any Person who acts in reliance on the authority of the General Partner taking such action,
and such Person shall have no duty to ascertain whether such General Partner has such authority
77
even if such action appears to be prohibited by this Agreement. Any Person dealing with the
Partnership or the General Partner may rely upon a certificate signed by the General Partner as
to: (a) the identity of the Partners; (b) any conditions precedent to acts by the Partnership; (c) the
Persons who are authorized to execute any documents and bind the Partnership; and (d) any
other matter involving the Partnership or any Partner.
12.17 Entire Agreemen t. The Agreements and representations in this Partnership

Agreement contain all of the Agreements and representations of the parties hereto, and it is
expressly provided that the General Partner shall not be liable for any claim that may hereafter be
made alleging any verbal agreement by and between the Parties hereto and the General Partner,
or any General Partner's agents, employees or associates.
12.18 Headings. The heading of each of the articles and sections of this Agreement are
inserted for convenience only and shall not be considered in construing the tenns of this
Agreement.
EXECUTED in multiple counterparts, by the General Partner and by the Limited

Partners on the date indicated opposite their respective signatures below, all effective on the date
aforementioned.
78
AGREEME NT OF
LIMITED PARTNERSHIP OF
l MICO 12 LP, LLP
The undersigned agrees to the tenns and conditions of the Agreement of Limited Partnership of 1
MICO 12 LP, LLP including the partner percentage interest and the capital accounts as shown in
the attached Exhibit A.
GENERAL PARTNER :
MicoMiguel, LLC
Michael Rodriguez, Managing Member
Date:
·- - - - - - - - -
79
AGREEMENT TO TERMS OF
LJMITED PARTNERSHIP OF
l MICO 12 LP, LLP
The undersigned agrees to the tenns and conditions of this Agreement of Limited Partnership of
1 MICO 12 LP, LLP, including the partnership percentage interest and capital account as shown
in the attached Exhibit "A" to this Agreement.
LIMITED PARTNER:
Mico Restaurant Partners LP, LLP

By its General Partner, MicoMigucl, LLC
Michael Rodriguez, Manager

MicoMiguel, LLC
Date:
--- --- --- -
80
AGREEMENT TO .TERMS OF
'LlMJTEO..BA RTNERSJ;JIP 01?
l MICO 12' LP, L{JP
The undersigned ttgree·s to tt,c·te01is·and conditions of the Agreetne11t of L.intit~d Pnrtnershtp Qf I

MTCO l2 LP, LLP~ iricfodit1g· the paitrier§hfp pe1•¢C.:mtage h1terest-anp (:apital twcount aJJ ~bqwn in
th~ ~~ac11~d Ex{li!,:it ':N• to tbis J\gre~ment
LIMITED P.ART~ERS:
D111c:
1
EM~fJ.iLZQf~·---
81
THE Al\tfEND.tD LIMITED PARTNERSHIP OF
1 MICO 12 LPt LLP
The undersigned agre·es to the tenns and conditiO{lS Qfthe Agreement dfLbnited Partnership,ofl
MlCO 12 .LP. L~P including the partnership 1)ercenttige interest and capital account as shown in
the attached Exhibit 11 A" to this Agreement.
.INVESTOR LIMITED PARTNERS;
Zw ~Y TR US T
By: Ray Washbumc, Trustee
Date: _ _ _ __ _ _ _ __ __
~ P . WASHBURNEFAMIT.Y
TRUST
By: Ray Washburne~ Trustee
Date:
- --- --- --- --
RPM-GS-TRUST
By: Robert P. McNutt, Trustee
Date:
- - -- -- -- - - - -
~~
Date: 1-to- \ '2.
STEVE SCHENKEL
Date:
- - - -- - - - - - - -
82
THE AMENDED LIMITED PARTNERSHIP OF
1 MICO 12 LP, LLP
The undersigned agrees to the terms and conditions of the Agreement of Limited Partnership of l
MICO 12 LP, LLP including the partnership percentage interest and capital account as shown in
the attached Exhibit 11 A11 to this Agreement.
INVESTOR LIMITED PARTNERS:
RAY W. WASHBUn NB FAMILY TRUST

By: Ray Washbume, Trustee
Date:
- - - -- -- - - - - -
RICHARD P. WASHBURN£ FAMILY

TRUST
By: Ray Washburne, Trustee
Date:
---- - - - - -- - -
I PM-GS-TRUST
By: Robert P. McNutt, Trustee
Dute: Cf Ft:.8 2:0) 2
-
STEPHEN R. SUMMERS
Date:
- - - -- -- - - -- -
STEVE SCHENKEL
Date:
- -- - - - - - - - - -
83
1 MICO 12 LP, LLP
The undersigned agrees to the tenns and conditions of the Agreement.of Limited Partners
hip of I
M[CO 12 LP, LLP including the partnership percentage interest and capital account
as shown in
the attached Exhibit "A" to this Agreement.
INVESTOR LIMITED PARTNERS:
LAWRENCE BOCK
Date:
--- --- --- -- -
G.H. CRAMER, JR.

Date:
--- --- --- ---
CTM2,LLC
By: W. "Trey" R. Dyer, 111, managing
member of CTM2, LLC
Date:
------ - --- --
RTR DINING VENTURES, LLC

By: Ryan Rogers, managing member of
RTR Dining Ventures, LLC
Date:
--- --- --- ---
CLAY JENKENS
Date:
- --- --- --- --
84
THE AMENDED LIMITED PARTNERSillP OF
1 MICO 12 LP, LLP
The 1Jndersigned agrees to the terms and conditions of the Agreement of Limited Partnership of 1
MICO 12 LP, LLP including the partnership percentage interest and capital account as $hown in
INVESTOR LIMITED PARTNER:
TIA VID HARRISON

Date:
- -- - -- - - - - -
HARVEY CARTER
Date:
--- --- --- --
MURRY HOLLAND
Date: - - - - - - - - - - - -
MATTHEW I-I. FLEEGER

Date: - - - - - - - -- -- -
85
1 MICO 12 LP, LLP
The undersigned agrees to the tenns and conditions of the Agreement of Limited Partnership of I
MICO 12 LP., LLP including the partnership percentage interest and capital account as shown in
INVESTOR LIMITED PARTNER:
DOMINGO GARCIA
Date:
- --- --- --- -
DAVID HARRISON
Date:
--- --- --- --
HARVEY CARTER
Date:
--- --- --- --
MURRY HOLLAND
Date:
--- --- --- ---
Date: I f 3al) 12:
86
1 MICO 12 LP, LLP
the Agreement of Limited Partnership of I

The undersigned agrees to the terms and conditions of
interest and capital account 'lls shown in
MICO 12 LP, LLP including the partnership percentage
INVESTOR LIM ITED PARTNER:
DOMINGO GARCIA
Date: _ _ _ _ _ _ _ _ _ _ _ __
DA VJD HARRISON
Date:
------------
HARVEY ARJ'El1
Date: 2. °l I 1..---
7
MURRY OLLAND
Dat~: - - - - - - - - - - - - -
MAITH EW H. FLEEGER
Date: - - - -- - - - - - -- -
87
AGREEM ENT TO TE'R MS OF
THE AMENDE D LIMITED PARTNERS,HJP OF
1 MICO 12 LP, LLP
Th1.: undersigned agrees to the terms nnd condi1 ions 11r 1he Agreement .of Limh eel Partnership or t
IICO 12 LP, LLP incloding the partn~rship pcrccruage interest and ,capirnl accc,mnt ns . how11 in
the attached Exhibit "N' to this Agreement.
1.NVESTOR LIMITED PARTNER:
DOMINGO GARClA
Date:
DAVID HARRISON
Date: - - - ---- ----
- --
HARVEY CARTER
. -
Dc11c: _ _ _ _ _ _ _ _ _ _ _ __
M ATfHEW H. FLEEGER
Date: - -
88
l MICO 12 LP, LLP
EXHIBIT II AII
Percentage Partnership Capital

Interest and Sharing Account*
Name and Address Ratio
General Partner:
MicoMiguel LLC $ 100.00

4444 McKinney Ave.
Dallas, Tex.as 7S205
Limited Partners:
Mico Restaurant Partners LLP 30.25% • $ 1,000.00

4444 McKiMey Ave.
Dallas, Tex.as 7S205
William L. Hutchinson and 30.25%* s s.000.0 0••

Jeffrey H. Coleman
3100 Monticello, Suite 300
Dallas, Texas 75205
Investor Limited Partners: $ 300,000.00
Lawrence Bock 2.75% $25,000 .00

6019 Berkshire Lane, Suite 200
Dallas, Texas 75225
G.H. "Buddy" Cramer, Jr. 1.375% $12,500 .00

5956 Sherry Lane, Suite 850
Dallas, Texas 75225
David Harrison 1.375% $ 12,500.00

4225 McKinney Ave, Unit l 0
Dallas, Texas 7520S
CTM2, LLC 2.75% $25,000.00

8350 N. Central Expressway, Suite 800
89
Dallas, Texas 75205
Domingo Garcia 2.75% S 25,000.00

400 S. Zang, Suite 600
Dallas, Texas 75208
Steve Schenkel 2.75% $25,000.00

3114 South Haskell Avenue
Dallas, Texas 75223
Stephen R. Summers 2.75% S 25,000.00

47 Highland Park Village, Suite 200
Dallas, Texas 75205
Ray W. Washbume Family Trust 1.83% $16,600.00

Ray Washbume, Trustee
47 Highland Park VilJage, Suite 200
Dallas, Texas 7S205
Richard P. Washburne Family Trust 1.83% $16,600.00

47 Highland Park Village, Suite 200
Dallas, Texas 75205
R.P. McNutt GS Trust 1.83% $16,600.00

PO Box 79
Corsicana, Texas 75151
Matt Fleeger 5.5% $50,000.00

6640 Spring ValJey Rd,
Dallas, Texas 75254
Clay Jenkens 2.75% $25,000.00

3624 Potomac
Dallas, Texas
RTR Dining Ventures, LLC 5.5% . $ 50,000.00

162S1 Dallas Pkwy, 13 th Floor
Addison, Texas 7S001
Harvey Carter 1.375% $12,500.00

Murray Holland 1.375% $12,500.00
• Subject to preference rights of Investor Limited Partners as set forth in Section 6.02 .
•• Includes contribution of lease for 4444 McKinney Avenue, Dallas, Texas.
90
EXHIBIT B
Secretary of State Filed in the Office of the

P.O. Box 13697 Secretary of State of Texas
Austin, TX 78711-3697 Filing#: 801480774 09/15/2011
FAX: 512/463-5709
Document#:388914690002
Certificate of Formation Image Generated Electronically
Filing Fee: $300
Limited Liability Company for Web Filing
Article 1 - Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:
MicoMiguel, LLC
Article 2 - Registered Agent and Registered Office
r A. The initial registered agent is an organization (cannot be company named above) by the name of:
OR
P's. The initial registered agent is an individual resident of the state whose name is set forth below:
Name:
W. "Trey" R Dyer Ill
C. The business address of the registered agent and the registered office address is:
Street Address:
8350 N. Central Expressway, Suite 800 Dallas TX 75206
Consent of Registered Agent
IA A copy of the consent of registered agent is attached.
OR
P's. The consent of the registered agent is maintained by the entity.
Article 3 - Governing Authority
r A. The limited liability company is to be managed by managers.
OR
P's. The limited liability company will not have managers. Management of the company is reserved to the members.
The names and addresses of the governing persons are set forth below:
Managing Member 1: Michael Rodriguez Title: Managing Member
Address: 4444 McKinney Avenue Dallas TX, USA 75205
Article 4 - Purpose
The purpose for which the company is organized is for the transaction of any and all lawful business for which limited
liability companies may be organized under the Texas Business Organizations Code.
Supplemental Provisions/ Information
91
[The attached addendum, if any, is incorporated herein by reference.]
Organizer
The name and address of the organizer are set forth below.
W. "Trey" R. Dyer, Ill 8350 N. Central Expressway, Suite 800, Dallas, Texas 75206
Effectiveness of Filing
WA. This document becomes effective when the document is filed by the secretary of state.
OR
rs. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The
undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or
fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of
law governing the entity to execute the filing instrument.
W. "Trey" R. Dyer, Ill
Signature of Organizer
FILING OFFICE COPY
92
EXHIBIT C
,,, '
'W\
This space reserved for office use.

Form207
(Revised 05/11)
Submit in duplicate to:

Secretary of State FILED
In the Office of the
P.O. Box 13697 Certificate of Formation Secretary of State of Texas
Austin, TX 78711-3697
Limited Partnership SEP 19 2011
512 463-5555
FAX: 512 463-5709
r:orporations Section
Filin Fee: $750
Article 1 - Entity Name and Type
The filing entity being formed is a limited partnership. The name of the entity is:
Mico Restaurant Partners, LP, LLP

The name must contain the words "limited," "limited partnership," or an abbreviation of that word or phrase. The name ofa limited
partnership that is also a limited liability partnership must also contain the phrase "limited liability partnership" or "limited liability
limited partnership" or an abbreviation of one of those phrases.
Article 2 - Registered Agent and Registered Office

(Select and complete either A or 8 and complete C)
D A. The initial registered agent is an organization (cannot be entity named above) by the name of:
OR
~ B. The initial registered agent is an individual resident of the state whose name is set forth below:
Michael Rodriguez
First Name M./. Last Name Suffix
C. The business address of the registered agent and the registered office address is:
3535 Waldorf Dallas TX 75229

Street Address City State Zip Code
Article 3-Governing Authority

(Provide the name and address of each general partner.)
The name and address of each general partner are set forth below:
GENERAL PARTNER 1 .. ..
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
First Name M.l. Last Name Suffix

OR
IF ORGANIZATION
Mic0Mi1mel, LLC
Organization Name
ADDRESS
8350 N. Central Exnwv Suite 800 Dallas TX 75206
Street or Mai/imr Address Citv State Count,..., Zin Code
Form 207 4
93
GENERAL PARTNER 2 · .:···· ,'
...
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
- --- ·- - _.
-
First Name MJ last Name Sujfu:

OR
IF ORGANIZATION
Organizalion Name
ADDRESS
Street or Mai/inJ! Address City State Coufltrv Ziv Code
GENERAL PARTNER3 . .
NAME (Enter the name of ~ither an individual or an organization, but not both.)
IF INDIVIDUAL
First Name Ml. Last Name Suffix

OR
IF ORGANIZATION
Organization Name
ADDRESS
Street or Mailinz Address Citv State Countrv Ziv Code
Article 4-Principal Office

The address of the principal office of the limited partnership in the United States where records are to
be kept or made available under section 153.551 of the Texas Business Organizations Code is:
3535 Waldorf Dallas TX USA 75229
Street or Mailing Address City State Country Zip Code
Supplemental Provisions/Information
Text Area: fThe attached addendum, if any, is incomorated herein by refcrence.l
Effectiveness of Filing (Select either A, B, or C.)
A. [8J This document becomes effective when the document is filed by the secretary of state.
B. D This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
Form 207 5
94
,..,
C. D This document takes effect upon the occurrence of the future event or fact, other than the
th
passage of time. The 90 day after the date_of signing.is:-======::....:=--=--:==~=----
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned general partner affirms that the person designated as registered agent has consented
to the appointment. The undersigned signs this document subject to the penalties imposed by law for
the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that
the undersigned is authorized to execute the filing instrument.
Date: 9-16-11
Signature for each general partner:
Form 207 6
95
EXHIBIT D
Office of the Secretary of State Filed in the Office of the

Corporations Section Secretary of State of Texas
Filing #: 801078119 5/20/2009
P.O. Box 13697 Document #: 258668260003
Austin, Texas 78711-3697 Image Generated Electronically
(Form 503) for Web Filing
ASSUMED NAME CERTIFICATE

FOR FILING WITH THE SECRETARY OF STATE
1. The assumed name under which the business or professional service is or is to be conducted or
rendered is:
Mr Restore/ MrRestore.com
2. The name of the entity as stated in its certificate of formation, application for registration,
application for certificate of authority, or comparable document is:
Mercedes Restoration, LLC
3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized
or associated is TEXAS and the address of its registered or similar office in that jurisdiction is:
8350 North Central Expressway, Suite 800, Dallas, TX, USA 75206
4. The period, not to exceed 10 years, during which the assumed name will be used is (enter
number of years or a date of expiration): 05/18/2019
5. The entity is a: Domestic Limited Liability Company (LLC}
6. If the entity is required to maintain a registered office in Texas, the address of the registered
office is:
8350 North Central Expressway, Suite 800, Dallas, TX, USA 75206
and the name of its registered agent at such address is:
Woodrow R Dyer Ill
The address of the principal office (if not the same as the registered office) is:
7601 Goodnight Trail, Amarillo, TX, USA 79110
7. If the entity is not required to or does not maintain a registered office in Texas, the office address
in Texas is:
and if the entity is not incorporated, organized or associated under the laws of Texas, the address of
its place of business in Texas is:
and the office address elsewhere is:
8. The county or counties where business or professional services are being or are to be conducted
96
or rendered under such assumed name are:
ALL COUNTIES
9. The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the
entity has duly authorized the attorney-in-fact in writing to execute this document. The undersigned
signs this document subject to the penalties imposed by law for the submission of a materially false
or fraudulent instrument.

Name of the entity
By: Elizabeth Junell

Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
NOTE
This form is designed to meet statutory requirements for filing with the secretary of state and is not designed to meet filing
requirements on the county level. Filing requirements for assumed name documents to be filed with the county clerk differ.
Assumed name documents filed with the county clerk are to be executed and acknowledged by the filing party. which
requires that the document be notarized.
FILING OFFICE COPY
97
Filing Number: 801078119
Texas Franchise Tax Public Information Report EXHIBIT E
®
05-102 To be filed by Corporations, Limited Liability Companies (LLC) and Financial Institutions
A<xo1Jms (Rev.9-11/30) This report MUST be signed and filed to satisfy franchise tax requirements
0
F ""' • Tcode 13196 Franchise
• Taxpayer number ~•-R_e...;p_o_rt-'y;.,.e_a_r~-~ You have certain rights under Chapter 552 and 559, Government Code,
to review, request, and correct information we have on file about you.
3 2 0 3 8 7 5 7 6 5 7 2 0 1 7 Contact us at (800) 252-138/or (512) 463-4600.
Taxpayer name
MERCEDES RESTORATION, LLC
Mailing address Secretary of State (505) file number or
'"=-_ _ _ _1_5_9_0_T_E_XA_S_H_WY
__ 1_2_1_B_L=D_G_2_S_T_E_1_0_0_ _ _~~~--~~--------icomptroller file number
City State ZIP Code Plus 4
LEWISVILLE TX 75056 0801078119
• Blacken circle if there are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, Band C.
Principal office
1590 TEXAS HWY 121 BLDG 2 STE 100, LEWISVILLE TX 75056
Principal place of business
1590 TEXAS HWY 121, BLDG 2 STE 100, LEWISVILLE, TX 75056
, J. ,J_ Officer, director and manager information is reported as of the date a Public Information
'PIIPII llfll llll/11,/ Report is completed. The information is updated annually as part of the franchise tax
- - report. There is no requirement or procedure for supplementing the information as
officers, directors, or managers change throughout the year.
SECTION A Name, title and mailing address of each officer, director or manager. 3203875765717
Name Title Director m m d d y y
WOODROW R DYER Ill MEMBER Q YES Term

expiration
I
I I I I I
Mailing address City State IZIP Code
8350 N. CENTRAL EXPWY STE 800 DALLAS TX 75206
Term I
ELIZABETH JUNELL MEMBER 0 YES
expiration I I I I I
Maili'51 address City State IZIP Code
22 BARKLEY DRIVE HICKORY CREEK TX 75065
MARK D LINDSEY MEMBER Q YES Term

expiration
I
I I I I I
Mailing address City State IZIP Code
7601 GOODNIGHT TRAIL AMARILLO TX 79110
SECTION B Enter the information required for each corporation or LLC, if any, in which this entity owns an interest of 1O percent or more.
Name of owned (subsidiary) corporation or limited liability company State of formation Texas SOS file number, if any Percentage of ownership
Name of owned (subsidiary) corporation or limited liability company State of formation Texas SOS file number, if any Percentage of ownership
SECTION C Enter the information required for each corporation or LLC, if any, that owns an interest of 1O percent or more in this entity or limited
liability company.
Name of owned (parent) corporation or limited liability company IState of formation ITexas SOS file number, if anylPercentage of ownership
Registered agent and registered office currently on file. (see instructions if you need to make changes) Blacken circle if you need forms to change
Agent: WOODROW R DYER Ill 0 the registered agent or registered office information.
Office: 8350 NORTH CENTRAL EXPRESSWAY SUITE 1500 ICity DALLAS IState TX IZIP c~%'2o6
The above information is required by Section 171.203 of the Tax Code for each corporation or limited liability company that files a Texas Franchise Tax Report. Use additional sheets
for Sections A, B, and C, if necessary. The information will be available for public inspection.
I declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has
been mailed to each person named in this report who is an officer, director or manager and who is not currently employed by this, or a related, corporation or limited liability company.
sign • Elizabeth Junell Title pate Area code and phone number
here r Electronic I 05-15-2011 I( 972) 795 - 2419
Texas Comptroller Official Use Only
vE1DE lo I PIR IND 0
IIII II Ill II Ill II Ill II Ill II Ill 111111111111111
98
Case 4:11-cr-00198-ALM-CAN Document 1 Filed 10/12/11 Page 1 of 14 PageID #: 1
EXHIBIT F1
PILED
U.~. t)l~lP-~IGT (;ltJl)f-ff
IN THE UNITED STATES DISTRICT~ DISTl41G[ dF Tc:XAS
FOR THE EASTERN DISTRICT OF TEXAS OCT 1 2 2011
SHERMAN DIVISION '
DAVIU J. fVIALA1\IU. CLERK
BY
UNITED STATES OF AMERICA § DEPUTY _ _ _ _ _ __
§
V. § NO. 4:llCRlQ-g
§ (Judge Df~
CLINT WILLIAM JUNELL (1) §
BARON KEITH HOPGOOD (2) §
INDICTMENT
THE UNITED STATES GRAND JURY CHARGES:
Introduction
At all times material to this Indictment:
1. TH, PP, and MN were persons known to the Grand Jury.
2. The defendants Clint William Junell ("Junell") and Baron Keith
Hopgood ("Hopgood") operated Hopgood and Associates, LLC, dba Hopell Homes.
Hopell Homes was registered as a home builder with the State of Texas.
3. The "Kinston Street Property" was a residence located at 11016 Kinston
Street, Ft. Worth, Texas.
4. The "Eden Lane Property" was a residence located at 11859 Eden Lane,
Frisco, Texas.
5. The "Short Street Property" was a residence located at 8256 Short Street in
Frisco, Texas, in the Eastern District of Texas.
6. The "Bear Creek Trail Property" was a residence located at 10444 Bear
Creek Trail, Ft. Worth, Texas.

Indictment
Junell, et al. - Page 1
99
7. The "Wild Oats Drive Property" was a residence located at 5036 Wild Oats
Drive, Ft. Worth, Texas.
8. Quantum Custom Homes was a home building business entity.
9. It was material to residential mortgage lenders, in making their decision as
to whether to make a loan, that borrowers had the financial ability to pay their down
payment on a residence, as well as their costs of closing the mortgage loan, from their
own funds and not from another source's funds. It was also material to residential
mortgage lenders that they not lend more money to a borrower than the amount necessary
to purchase the property from the seller. Residential mortgage lenders did not intend or
desire to loan more money to a borrower than the amount necessary for the borrower to
purchase the home. It was also material to residential mortgage lenders that borrowers
have the financial means to pay their down payments and closing costs with their own
funds and especially not with funds provided by the seller.
10. A Settlement Statement was a document, prepared by a title company and
executed by a buyer and seller of real estate at a loan closing, which reflected all sums
received from and disbursed to the borrower, the seller, and the mortgage loan company.
The Settlement Statement was a document that home mortgage lenders relied on to
determine whether the funds they had loaned had been properly disbursed.
Indictment
100
Count One
Violation: 18 U.S.C. § 1349

(Conspiracy to Commit Mail Fraud)
A. The Conspiracy
11. From on or about June 1, 2004, the exact date being unknown to the Grand
Jury, and continuing through on or about February 28, 2007, within the Eastern District of
Texas and elsewhere, Junell and Hopgood knowingly and wilfully combined, conspired,
confederated, and agreed together and with others unknown to the Grand Jury, to
knowingly send and deliver a matter and thing by private and commercial interstate .
carrier for the purpose of executing a scheme and artifice to defraud and to obtain money
and property from mortgage lenders by materially false and fraudulent pretenses,
representations and promises, a violation of 18 U.S.C. § 1341.
B. The Object of the Conspiracy and the Scheme and Artifice
12. It was the object of the conspiracy and the scheme and artifice that Junell
and Hopgood would cause materially false representations to be made to residential
mortgage lenders in order to obtain the funding of mortgage loans for third party
purchasers to make real estate purchases that would financially benefit Hopgood and
Junell.
C. The Manner and Means of the Conspiracy and the Scheme and Artifice
It was a part of the conspiracy and the scheme and artifice that:
13. Hopgood and/or Junell would solicit a person ("buyer") to purchase a
residence from Hopell Homes, Hopgood and Associates, or Quantum Homes. Jonell
Indictment
101
and/or Hopgood would assure the buyer that the buyer would receive a cash payment for
making the purchase. Junell and Hopgood would cause mortgage loan applications to
overstate the amount of the actual purchase price and the amount of loan funds that the
buyer needed to pay for the purchases of the home. Hopgood and Junell would then use
the excess loan funds that were generated by the sale to pay a kickback to the buyer. In
order to conceal the kickback from the mortgage lender, the kickback was paid outside of
the closing of the sale.
14. Junell and Hopgood also would pay the buyer's down payment and/or
closing costs. They would hide this fact from the mortgage lenders by purchasing
cashier's check in the amount of the down payment and/or closing costs, showing the
buyer as the remitter of the check. Junell and Hopgood gave the cashier's check to the
buyer to use at closing.
C. The Actions of the Conspirators:
15. As representative of the conspiracy, the conspirators took the following
actions in the Eastern District of Texas and elsewhere:
The Kinston Street Property
a. On or about March 3, 2006, Junell and Hopgood recruited TH to
purchase the Kinston Street Property from Hopgood & Associates, LLC, for the purported
price of $128,000, and told TH he would receive a cash payment as a result of making the
purchase.
b. On or about March 3, 2006, TH executed a contract to purchase the
Kinston Street Property from Hopgood & Associates, LLC, for the price of $128,000.
Indictment
102
c. On or about March 11, 2006, Junell and Hopgood caused a loan
application to be submitted to Meridias Capital, on behalf of TH for a loan of $128,000 to
purchase the Kinston Street Property.
d. On or about March 31, 2006, Silver State Financial Services
transmitted $126,401.20 to BDR Title in order to fund the loan to TH to purchase the
Kinston Street Property.
e. On or about March 31, 2006, Junell using his funds, purchased a
cashier's check in the amount of $809.56 payable to BDR Title.
f. On or about March 31, 2006, Junell, as a partner of Hopgood &
Associates, LLC, closed the purchase of the Kinston Street Property at BDR Title in
Lewisville, Texas, in the Eastern District of Texas.
g. On or about April 4, 2006, Hopgood and Junell caused BDR Title
Company in Lewisville, Texas, in the Eastern District of Texas, to send TH's loan
application package and Settlement Statement for the Kinston Street Property by DHL, a
private and commercial interstate carrier, to Silver State Financial Services in Henderson,
Nevada.
h. On or about April 4, 2006, Hopgood and Junell caused BDR Title to
send $27,449.39 of the seller's proceeds from the Kinston Street Property loan funds to
the Hopgood and Associates bank account.
1. On or about April 7, 2006, Junell issued a check in the amount of
$7,000 from the Hopgood and Associates bank account, made payable to TH as payment
for purchasing the Kinston Street Property.

Indictment
103
J. In order to conceal their scheme and the kickbacks from the
mortgage lender, Hopgood and Junell caused the Settlement Statement not to reflect that
a portion of the seller's proceeds were used to pay TH.
The Short Street Property
k. On or about October 25, 2006, Junell agreed with a representative of
Quantum Custom Hornes that he would find a buyer to purchase the Short Street Property
from Quantum Custom Hornes in return for a fee.
1. On or about October 25, 2006, Hopgood and Junell recruited PP to
purchase the Short Street Property from Quantum Custom Hornes in return for a payment
of money to PP.
rn. On or about October 25, 2006, PP executed a contract to purchase
the Short Street Property from Quantum Hornes for the purported price of $390,000.
I
n. On or about September 13, 2006, Junell caused a loan application to
be submitted, on behalf of PP, to Meridias Capital, which falsely represented the sales
price for the Short Street Property as $390,000.
o. On or about November 7, 2006, Meridias Capital funded the loan to
PP by transmitting $360,714.25 to BDR Title.
p. On or about November 7, 2006, Jonell, using funds from the
Hopgood and Associates Account, purchased a cashier's check in the amount of
$28,470.19, made payable to BDR Title, for the purpose of paying PP's closing costs for
the loan closing.
Indictment
104
q. On or about November 7, 2006, Junell caused the cashier's check to
be used to pay PP's closing costs.
r. On or about November 7, 2006, Junell caused a representative of
Quantum Custom Homes and PP to close the purchase loan for the Short Street Property
at BDR Title in Lewisville, Texas, in the Eastern District of Texas.
s. On or about November 7, 2006, Junell caused BDR Title Company
in Lewisville, Texas, in the Eastern District of Texas, to send PP's loan application
package and Settlement Statement for the Short Street Property by Federal Express, a
private and commercial carrier, to Meridias Capital, Inc., in Salt Lake City, Utah.
t. On or about November 7, 2006, Junell and the Quantum Homes
representative caused BDR title to send $85,800 to the Hopgood and Associates bank
account for the purpose of paying off a second lien mortgage that Hopgood and
Associates purportedly had on the Short Street Property.
u. On or about November 15, 2006, Junell caused $45,000 to be sent
from the Hopgood and Associates bank account to a bank account that was held in the
name of Western Computing, Inc., a corporation controlled by PP.
The Eden Lane Property
v. On or about July 15, 2006, Junell recruited PP to purchase the Eden
Lane Property from Hopell Homes for the purported price of $350,000. Junell advised
PP that he would receive a cash payment for making the purchases.
w. On or about July 18, 2006, Junell caused a mortgage application
form for PP to be submitted to Meridias Capital which contained materially false
Indictment
105
statements and representations, in that the mortgage loan application package reflected
the purchase price PP had to pay for the property was $350,000 when the purchase price
was substantially less than that amount. Junell overstated the amount of the purchase
price to include the amount of the kickback Junell would pay to PP.
x. On or about August 20, 2006, the loan application was submitted to
Meridias Capital, Inc. setting out the sales price of the property as $350,000.
y. On or about August 30, 2006, Junell caused the loan from Meridias
Capital to PP to be closed at BDR Title in Lewisville, Texas, in the Eastern District of
Texas.
z. On or about August 30, 2006 Junell purchased a cashier's check in
the amount of $20,279.50, using funds from the Hopgood and Associates bank account,
which reflected that PP was the remitter of the check and which was made payable to
BDR Title.
aa. On or about August 30, 2006, Junell used the $20,279.50 cashier's
check to pay PP's closing costs and down payment.
bb. On or about August 30, 2006, in order to conceal their scheme and
. the kickbacks from the mortgage lenders, Junell caused the Settlement Statement not to
reflect that a portion of the seller's proceeds were used to pay a kickback to PP and to pay
PP's down payment and closing costs.
cc. On or about September 1, 2006, BDR Title transferred by
$84,569.57 by wire which constituted the seller's net proceeds from the sale of the Eden
Lane Property, to the Hopgood and Associates bank account.
Indictment
106
dd. On or about September 8, 2006, Junell or Hopgood transferred
$15,000 by wire from the Hopgood and Associates bank account to PP's bank account at
UBS Financial Services to pay PP for purchasing the Eden Lane Property.
Bear Creek Trail Property
ee. On or about August 4, 2006, Hopgood a:p.d Junell recruited MN to
purchase the Bear Creek Trail Property from Hopell Homes for the purported price of
$172,000.
ff. On or about September 22, 2006, Hopgood caused loan applications
to be submitted on behalf of MN to City Mortgage Group requesting loans totaling
$172,000 to purchase the Bear Creek Trail Property. The loan application package
included a sales contract which falsely reflected that the purchase price was $172,000
when as, Hopgood and Junell lmew, the purchase price was approximately $3,500 less
than that amount.
gg. On or about September 22, 2006, Hopgood and Junell caused the
sale of the Bear Creek Trail Property to be closed at BDR Title in Lewisville, Texas, in
the Eastern District of Texas.
hh. On or about September 26, 2006, Hopgood and Junell caused BDR
Title Company to send MN' s loan application package and Settlement Statement for the
Bear Creek Trail Property, by DHL, a private and commercial interstate carrier, to City
Mortgage Group in Plano, Texas, in the Eastern District of Texas.
11. On or about September 26, 2006, Hopgood and Junell caused BDR
Title Company to transfer $12,072.26 by wire, which represented the seller's net proceeds
Indictment
107
from the sale of the Bear Creek Trail Property to the Hopgood and Associates bank
account.
JJ. On or about September 29, 2006, in order to conceal the fact that the
kickbacks were being paid to MN from the loan proceeds, Junell, using funds from the
Hopgood and Associates bank account, issued a check to MN in the amount of $3,500.
Wild Oats Property
kk. On or about September 15, 2006, Hopgood and Junell recruited MN
to purchase the Wild Oats Property from Hopell Homes for the purported price of
$155,000.
11. On or about September 15, 2006, Hopgood and Junell caused loan
applications to be submitted on behalf of MN to Washington Mutual Bank, requesting a
loan totaling $139,500 to purchase the Wild Oats Property. The loan application package
when as Hopgood and Junell knew, the purchase price was approximately $3,000 less
than that amount.
mm. On or about November 8, 2006, Junell purchased a cashier's check,
made payable to BDR Title in the amount of $16,495.28, using funds from the Hopgood
and Associates bank account, which was provided to BDR Title to pay MN' s closing
costs and down payment.
\_ rm. On or about November 7, 2006, MN and Junell closed the sale of
the Wild Oats Property. Junell caused the settlement statement not to reflect that he had
Indictment
June11, et al. - Page 10
108
purchased the cashier's check for $16,495.28 that was used at closing to pay for MN's
closing costs and down payment.
oo. On or about November 7, 2006, Hopgood and Junell caused
Washington Mutual Bank to transfer $139,884.22 by wire to BDR Title Company to fund
the loan to MN.
pp. On or about November 7, 2006, Hopgood and Junell caused BDR
Wild Oats Property, by Federal Express, a private and commercial interstate carrier, to
Washington Mutual Bank, located in Plano, Texas, in the Eastern District of Texas.
qq. On or about November 9, 2006, Hopgood and Junell caused BDR
Title Company to transfer $21,387.98 by wire to Hopgood and Associates bank account.
rr. On or about November 15, 2006, in order to conceal the fact that the
In violation of 18 U.S.C. § 1349.
Indictment
109
NOTICE OF INTENT TO SEEK CRIMINAL FORFEITURE

Pursuant to 18 U.S.C. § 982(a)(l) and 28 U.S.C. § 2461(c)
As the result of committing the offense alleged in this Indictment, the defendants
shall forfeit to the United States:
1. any property constituting, or derived from, and proceeds the defendants

obtained, directly or indirectly, as the result of such violation; and
2. any of the defendants' property used, or intended to be used, in any manner

or part, to commit, or to facilitate the commission of, such violation,
including but not limited to the following:
1. Cash Proceeds
Approximately $1,073,896.88 in United States currency and all interest and
proceeds traceable thereto, in that such sum in aggregate is property constituting, or
derived from, proceeds obtained directly or indirectly, as the result of the offenses alleged
in this Indictment.
2. Substitute Assets
If any of the property described above as being subject to forfeiture, as a result of
any act or omission of the defendants -
(a) cannot be located upon the exercise of due diligence;
(b) has been transferred or sold to, or deposited with a third
person;
(c) has been placed beyond the jurisdiction of the court;
(d) has been substantially diminished in value; or
(e) has been commingled with other property which cannot be

subdivided without difficulty;
Indictment
110
it is the intent of the United States, pursuant to 21 U.S.C. § 853(p), to seek forfeiture of
any other property of the defendants up to the value of the above forfeitable property,
including bu~ not limited to all property, both real and personal owned by the defendants.
By virtue of the commission of the offense alleged in this Indictment, any and all
interest the defendants has in the above-described property is vested in and forfeited to
the United States.
A TRUE BILL
GRAND JURY FOREPERSON
JOHN M. BALES
UNITED STATES ATTORNEY
-/()-f{-)7-,,
Date
Assista nited States Attorney
Oklahoma Bar No. 009650
101 East Park Boulevard, Suite 500
Plano, Texas 75074
Telephone: (972) 509-1201
Fax: (972) 509-1213
andy. williams@usdoj.gov
Indictment
Junell, et al. - Page 13 111
IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS
SHERMAN DIVISION
UNITED STATES OF AMERICA §

§
V. § NO. 4:llCR- -
§ (Judge - - - - - -
CLINT WILLIAM JUNELL ( 1) §
NOTICE OF PENALTY
Count One

Penalty: A fine of not more than $250,000, and/or

imprisonment for not more than 20 years,
and a Term of Supervised Release for not
more than 3 years.
Special
Assessment: $100.00
Indictment
112
EXHIBIT "F2"
IN THE UNITED STATES OF AMERICA
EASTERN DISTRICT OF TEXAS
SHERMAN DIVISION

§
v. § NO. 4:11CR198
§ Judge Mazzant
CLINT WILLIAM JUNELL §
FINAL ORDER OF FORFEITURE
On December 8, 2011, the defendant, Clint William Junell, entered into a plea
agreement with the United States in which he agreed that he had obtained $1,073,896.88
in proceeds from the offense alleged in Count One of the Indictment. Count One charges
a violation of 18 U.S.C. § 371, Conspiracy to Commit Mail Fraud. The United States has
filed a motion for $1,073,896.88 in United States currency. Fed. R. Crim. P. 32.2(c)(1)
provides that “no ancillary proceeding is required to the extent that the forfeiture consists
of a money judgment.”
Accordingly, the Court orders that the defendant forfeit to the United States the
sum of $1,073,896.88 pursuant to 18 U.S.C. § 981(a)(1)(C) and 28 U.S.C. § 2461 and
that a personal money judgment be issued for the same. Pursuant to Fed. R. Crim. P.
. 32.2(b)(3), this order of forfeiture shall become final as to the defendant at the time of
sentencing and shall be made part of the sentence and included in the judgment. The
United States may, at any time, pursuant to Fed. R. Crim. P. 32.2(e), move to amend this
order to substitute property to satisfy the money judgment in whole or in part.

SIGNED this 5th day of August, 2015.
___________________________________
AMOS L. MAZZANT
UNITED STATES DISTRICT JUDGE
113
EXHIBIT "G"
Search Criteria Mercedes Restoration LLC
Instrument Recorded Date Phonetic Name Party Role Doc Type Book Page Other Name Legal Description First Reference
201800037046 02/09/2018 MERCEDES Grantee MECHANICS LIEN BUFFORD LT:6 BLK:L
04:11:39 PM RESTORATION AFFIDAVIT KIMBERLY SUB:WATERFOR
LLC D OAKS EAST PH
2B
201700148169 05/25/2017 MERCEDES Grantee MECHANICS LIEN KASMIR LINDA LT:2
03:17:10 PM RESTORATION AFFIDAVIT CITY:DALLAS
LLC SUB:KELSEY
SQUARE
201700130189 05/09/2017 MERCEDES Grantee MECHANICS LIEN WELLS JOHNNY LT:3 BLK:A
03:50:20 PM RESTORATION AFFIDAVIT E SUB:PENINSULA
LLC 7
201700107371 04/18/2017 MERCEDES Grantee MECHANICS LIEN 14885 INWOOD LT:1
11:11:59 AM RESTORATION AFFIDAVIT ROAD LLC INST:2006004781
LLC 70
SUB:RINEHART
INWOOD
201700107371 04/18/2017 MERCEDES Grantee MECHANICS LIEN 14885 INWOOD LT:59 BK:1146
11:11:59 AM RESTORATION AFFIDAVIT ROAD LLC PG:536
LLC SUB:OSIAH
PANCOAST
201700091635 03/31/2017 MERCEDES Grantee MECHANICS LIEN THOMAS LARRY LT:9 BLK:8
03:57:35 PM RESTORATION AFFIDAVIT INST:2006004452
LLC 04 SUB:BROOK
HOLLOW
ESTATES 2
201700091604 03/31/2017 MERCEDES Grantee MECHANICS LIEN BUTLER ALVIN R LT:6 BLK:E
LLC 29
CITY:LANCASTER
SUB:PLEASANT
RUN ESTATES
PH 2B
201700081359 03/22/2017 MERCEDES Grantee MECHANICS LIEN ALFEREZ GLORIA LT:30 BLK:2
02:09:54 PM RESTORATION AFFIDAVIT I INST:2016002877
LLC 87
SUB:TOWNGATE
75
201700058667 02/28/2017 MERCEDES Grantee MECHANICS LIEN HAMILTON LISA LT:11 BLK:52
LLC 77
CITY:DUNCANVIL
LE SUB:IRWIN
KEASLER DEV
RED BIRD 6
201700058667 02/28/2017 MERCEDES Grantee MECHANICS LIEN HAMILTON LISA LT:12 BLK:52
LLC 77
CITY:DUNCANVIL
LE SUB:IRWIN
KEASLER DEV
RED BIRD 6
201600352044 12/19/2016 MERCEDES Grantor RELEASE LT:26 BLK:E Instr
08:45:58 AM RESTORATION CTBLCK:8416 #:201500188745
LLC BK:72235
PG:1532
CITY:DALLAS
SUB:CHIMNEYHIL
L THIRD
INSTALLMENT
114
201600342412 12/08/2016 MERCEDES Grantee MECHANICS LIEN KERR KAREN LT:29 BLK:4
08:17:40 AM RESTORATION AFFIDAVIT CTBLCK:2991
LLC CITY:DALLAS
SUB:LAKEWOOD
NORTH ESTS
201500284212 10/22/2015 MERCEDES Grantee MECHANICS LIEN LOVE PATSY W BK:311 PG:403
04:11:33 PM RESTORATION AFFIDAVIT SUB:JACOB
LLC CASTOR
201500276958 10/15/2015 MERCEDES Grantee MECHANICS LIEN TORIAN STEVE F LT:4
02:53:03 PM RESTORATION AFFIDAVIT SUB:MEADOWBR
LLC OOK ESTATES 6
201500275777 10/14/2015 MERCEDES Grantee MECHANICS LIEN DANIEL SHAJI
03:46:09 PM RESTORATION AFFIDAVIT
LLC
201500222215 08/19/2015 MERCEDES Grantee MECHANICS LIEN VOLPE JOHN T LT:22 BLK:E
02:36:38 PM RESTORATION AFFIDAVIT SUB:SPRING
LLC RIDGE 4
201500206277 08/03/2015 MERCEDES Grantee MECHANICS LIEN GOVAN JAMES LT:11 BLK:30
03:46:38 PM RESTORATION AFFIDAVIT CITY:DESOTO
LLC SUB:MEADOWBR
OOK ESTATES
6TH INST
201500188745 07/17/2015 MERCEDES Grantee MECHANICS LIEN BRIWA SUE LT:26 BLK:E
02:33:17 PM RESTORATION AFFIDAVIT CLARK CTBLCK:8426
LLC SUB:CHIMNEY
HILL 3RD INST
201500133492 05/26/2015 MERCEDES Grantee MECHANICS LIEN ROBINSON LT:23 BLK:6
03:03:54 PM RESTORATION AFFIDAVIT STEPHEN L CITY:GARLAND
LLC SUB:SPRING
MEADOWS
201500084651 04/06/2015 MERCEDES Grantor ABSTRACT OF GRAY STANLEY
04:00:24 PM RESTORATION JUDGMENT
LLC
201500078750 03/31/2015 MERCEDES Grantee MECHANICS LIEN CAMPBELL LT:1 BLK:A
12:51:18 AM RESTORATION AFFIDAVIT WILLIAM E SUB:BELL
LLC MANOR WEST
201500075923 03/27/2015 MERCEDES Grantee MECHANICS LIEN COX CYNTHIA LT:8 BLK:8
02:44:30 PM RESTORATION AFFIDAVIT CTBLCK:8193
LLC CITY:DALLAS
SUB:PRESTONW
OOD CREEK
201500067487 03/19/2015 MERCEDES Grantee MECHANICS LIEN MARTINEZ LT:8 BLK:H
02:52:47 PM RESTORATION AFFIDAVIT PALOMA C CITY:GARLAND
LLC SUB:DAL CASTLE
ESTATES
201500044543 02/24/2015 MERCEDES Grantee MECHANICS LIEN ESPREE GARY A LT:4 BLK:C
04:16:08 PM RESTORATION AFFIDAVIT CTBLCK:6961
LLC SUB:KIMBALL
RANCH
201500032714 02/09/2015 MERCEDES Grantee MECHANICS LIEN POWELL LT:6 BLK:B
04:06:03 PM RESTORATION AFFIDAVIT RALEIGH J CITY:IRVING
LLC SUB:GLEN
NORTH
115
Search Criteria Clint Junell
201500078750 03/31/2015 JUNELL CLINT Grantee MECHANICS LIEN CAMPBELL LT:1 BLK:A
12:51:18 AM AFFIDAVIT WILLIAM E SUB:BELL
MANOR WEST
201500075923 03/27/2015 JUNELL CLINT Grantee MECHANICS LIEN COX CYNTHIA LT:8 BLK:8
02:44:30 PM AFFIDAVIT CTBLCK:8193
CITY:DALLAS
SUB:PRESTONW
OOD CREEK
201500044543 02/24/2015 JUNELL CLINT Grantee MECHANICS LIEN ESPREE GARY A LT:4 BLK:C
SUB:KIMBALL
RANCH
201500032714 02/09/2015 JUNELL CLINT Grantee MECHANICS LIEN POWELL LT:6 BLK:B
04:06:03 PM AFFIDAVIT RALEIGH J CITY:IRVING
SUB:GLEN
NORTH
201400240566 09/19/2014 JUNELL CLINT Grantee MECHANICS LIEN MATHEWS JOHN LT:6 BLK:3
03:15:04 PM AFFIDAVIT D CITY:GARLAND
SUB:MONTCLAIR
1
201400176101 07/15/2014 JUNELL CLINT Grantee MECHANICS LIEN CRAWFORD LT:19 BLK:G
02:36:09 PM AFFIDAVIT VALERIE BK:2000205
PG:200
CITY:DESOTO
SUB:CRYSTAL
CREEK RIDGE
201400108556 05/02/2014 JUNELL CLINT Grantee MECHANICS LIEN MICKENS LT:7 BLK:A
03:26:30 PM AFFIDAVIT PAMELA CITY:GLENN
HEIGHTS
SUB:HERITAGE
HEIGHTS
201400078004 04/01/2014 JUNELL CLINT Grantor RELEASE LT:5 BLK:4 Instr
03:45:21 PM BK:97230 PG:18 #:2012284681
CITY:COPPELL
SUB:ASBURY
MANOR
201400040502 02/20/2014 JUNELL CLINT Grantee MECHANICS LIEN BARREE WILLIAM LT:2 BLK:G
09:18:53 AM AFFIDAVIT CITY:DESOTO
SUB:CRESTVIEW
201400011579 01/16/2014 JUNELL CLINT Grantor RELEASE HUETT CHARLES LT:4 BLK:B Instr
04:43:47 PM CTBLCK:8442 #:201300306223
CITY:DALLAS
SUB:LAGUNA
TOWNHOMES
201400011531 01/16/2014 JUNELL CLINT Grantee MECHANICS LIEN GRAY STANLEY LT:12 BLK:M
04:12:56 PM AFFIDAVIT SUB:PARKERVILL
E MEADOWS PH
2
201300386869 12/26/2013 JUNELL CLINT Grantee MECHANICS LIEN KING JERRY LT:10 BLK:2
03:57:15 PM AFFIDAVIT SUB:VILLAGES
OF VALLEY
CREEK 7
201300386825 12/26/2013 JUNELL CLINT Grantee MECHANICS LIEN WRIGHT DENNIS LT:9 BLK:11
03:47:48 PM AFFIDAVIT SUB:COUNTRY
BROOK SOUTH 2
201300386824 12/26/2013 JUNELL CLINT Grantee MECHANICS LIEN LEWIS BRANDY LT:3 BLK:E
03:47:47 PM AFFIDAVIT CITY:DESOTO
SUB:PARK
PLACE PH 1
116
201300352039 11/14/2013 JUNELL CLINT Grantee MECHANICS LIEN BRONSON LT:7 BLK:1
08:30:30 AM AFFIDAVIT CHARLES CTBLCK:5404
CITY:DALLAS
SUB:CARUTH
MEADOWS
201300352037 11/14/2013 JUNELL CLINT Grantee MECHANICS LIEN GOVENDER LT:16 BLK:1
08:28:36 AM AFFIDAVIT SARAH CITY:ROWLETT
SUB:HARBORSID
E ESTATES 2
201300324760 10/17/2013 JUNELL CLINT Grantee MECHANICS LIEN JOHNSON LT:20 BLK:1
08:17:20 AM AFFIDAVIT FREDERICK CITY:DESOTO
SUB:MOCKINGBI
RD HILL SEC 1
201300317984 10/08/2013 JUNELL CLINT Grantee MECHANICS LIEN BROWN MELVIN LT:3.1 BLK:E
SUB:PARK
PLACE PH 1
201300306223 09/26/2013 JUNELL CLINT Grantee MECHANICS LIEN HUETT TRACY LT:4 BLK:B
CITY:DALLAS
SUB:LAGUNA
TOWNHOMES
201300275513 08/29/2013 JUNELL CLINT Grantee MECHANICS LIEN LUEALLEN LT:17 BLK:6
03:25:51 PM AFFIDAVIT SYLVIA CITY:DESOTO
SUB:PARK RIDGE
ESTATES
201200327894 11/05/2012 JUNELL CLINT Grantee MECHANICS LIEN KEENE DENISE LT:17-A BLK:K
08:22:35 AM AFFIDAVIT CTBLCK:2958
SUB:CARUTH
TERRACE
201200291718 10/02/2012 JUNELL CLINT Grantor RELEASE LT:20 BLK:C Instr
08:42:25 AM SUB:CREEK #:201200176707
CROSSING
ESTATES 12 PH 1
201200284681 09/25/2012 JUNELL CLINT Grantee MECHANICS LIEN HEMPHILL LT:5 BLK:4
10:22:01 AM AFFIDAVIT AUBREY CITY:COPPELL
SUB:ASBURY
MANOR
201200277460 09/19/2012 JUNELL CLINT Grantee MECHANICS LIEN BREWSTER LT:20 BLK:C
08:40:40 AM AFFIDAVIT SAMMY CITY:MESQUITE
SUB:CREEK
CROSSING
ESTATES 12 PH 1
201200210896 07/20/2012 JUNELL CLINT Grantee MECHANICS LIEN HEMPHILL LT:5 BLK:4
03:02:11 PM AFFIDAVIT AUBREY CITY:COPPELL
SUB:ASBURY
MANOR
117
Search Criteria Mr. Restore
201500309018 11/19/2015 MR RESTORE Grantor RELEASE LT:19 BLK:G Instr
12:39:24 AM LLC BK:200205 #:201400176101
PG:200
CITY:DESOTO
SUB:CRYSTAL
CREEK RIDGE
201500078750 03/31/2015 MR Grantee MECHANICS LIEN CAMPBELL LT:1 BLK:A
12:51:18 AM RESTORE.COM AFFIDAVIT WILLIAM E SUB:BELL
MANOR WEST
201400212969 08/20/2014 MR RESTORE Grantor WAIVER SCHMIDT JANEL
04:26:53 PM
201400212966 08/20/2014 MR RESTORE Grantor WAIVER CHARLES
04:20:47 PM BRONSON
201400108556 05/02/2014 MR Grantee MECHANICS LIEN MICKENS LT:7 BLK:A
03:26:30 PM RESTORE.COM AFFIDAVIT PAMELA CITY:GLENN
HEIGHTS
SUB:HERITAGE
HEIGHTS
201400040502 02/20/2014 MR Grantee MECHANICS LIEN BARREE WILLIAM LT:2 BLK:G
09:18:53 AM RESTORE.COM AFFIDAVIT CITY:DESOTO
SUB:CRESTVIEW
201400011579 01/16/2014 MR RESTORE Grantor RELEASE HUETT CHARLES LT:4 BLK:B Instr
04:43:47 PM CTBLCK:8442 #:201300306223
CITY:DALLAS
SUB:LAGUNA
TOWNHOMES
201400011531 01/16/2014 MR Grantee MECHANICS LIEN GRAY STANLEY LT:12 BLK:M
04:12:56 PM RESTORE.COM AFFIDAVIT SUB:PARKERVILL
E MEADOWS PH
2
201300386869 12/26/2013 MR Grantee MECHANICS LIEN KING JERRY LT:10 BLK:2
03:57:15 PM RESTORE.COM AFFIDAVIT SUB:VILLAGES
OF VALLEY
CREEK 7
201300386825 12/26/2013 MR Grantee MECHANICS LIEN WRIGHT DENNIS LT:9 BLK:11
03:47:48 PM RESTORE.COM AFFIDAVIT SUB:COUNTRY
BROOK SOUTH 2
201300386824 12/26/2013 MR Grantee MECHANICS LIEN LEWIS BRANDY LT:3 BLK:E
03:47:47 PM RESTORE.COM AFFIDAVIT CITY:DESOTO
SUB:PARK
PLACE PH 1
201300352039 11/14/2013 MR RESTORE Grantee MECHANICS LIEN BRONSON LT:7 BLK:1
08:30:30 AM AFFIDAVIT CHARLES CTBLCK:5404
CITY:DALLAS
SUB:CARUTH
MEADOWS
201300352037 11/14/2013 MR RESTORE Grantee MECHANICS LIEN GOVENDER LT:16 BLK:1
08:28:36 AM AFFIDAVIT SARAH CITY:ROWLETT
SUB:HARBORSID
E ESTATES 2
201300324760 10/17/2013 MR RESTORE Grantee MECHANICS LIEN JOHNSON LT:20 BLK:1
08:17:20 AM AFFIDAVIT FREDERICK CITY:DESOTO
SUB:MOCKINGBI
RD HILL SEC 1
201300317984 10/08/2013 MR RESTORE Grantee MECHANICS LIEN BROWN MELVIN LT:3.1 BLK:E
SUB:PARK
PLACE PH 1
118
201300306223 09/26/2013 MR Grantee MECHANICS LIEN HUETT TRACY LT:4 BLK:B
03:22:49 PM RESTORE.COM AFFIDAVIT CTBLCK:8442
CITY:DALLAS
SUB:LAGUNA
TOWNHOMES
201300275513 08/29/2013 MR RESTORE Grantee MECHANICS LIEN LUEALLEN LT:17 BLK:6
03:25:51 PM AFFIDAVIT SYLVIA CITY:DESOTO
SUB:PARK RIDGE
ESTATES
201200327894 11/05/2012 MR RESTORE Grantee MECHANICS LIEN KEENE DENISE LT:17-A BLK:K
08:22:35 AM AFFIDAVIT CTBLCK:2958
SUB:CARUTH
TERRACE
201200291718 10/02/2012 MR RESTORE Grantor RELEASE LT:20 BLK:C Instr
08:42:25 AM SUB:CREEK #:201200176707
CROSSING
ESTATES 12 PH 1
201200284681 09/25/2012 MR RESTORE Grantee MECHANICS LIEN HEMPHILL LT:5 BLK:4
10:22:01 AM AFFIDAVIT AUBREY CITY:COPPELL
SUB:ASBURY
MANOR
201200277460 09/19/2012 MR RESTORE Grantee MECHANICS LIEN BREWSTER LT:20 BLK:C
08:40:40 AM AFFIDAVIT SAMMY CITY:MESQUITE
SUB:CREEK
CROSSING
ESTATES 12 PH 1
119
FILED
DALLAS COUNTY
1-CIT ES EXHIBIT "H" 12/26/2016 3:00:22 PM
FELICIA PITRE
DISTRICT CLERK
Marissa Pittman
DC-16-16343
NO. ________________________
STANLEY GRAY and § IN THE DISTRICT COURT

KEIONDRA MORGAN-GRAY, §
§
Plaintiffs, §
§
v. § _____ JUDICIAL DISTRICT
§
§
MERCEDES RESTORATION, LLC §
D/B/A MRRESTORE.COM, §
§
Defendant. § OF DALLAS COUNTY, TEXAS
PLAINTIFFS’ ORIGINAL PETITION AND

REQUESTS FOR DISCLOSURE
NOW COMES Stanley Gray and Keiondra Morgan-Gray, Plaintiffs herein, and file this
Plaintiffs’ Original Petition and Requests for Disclosure against Mercedes Restoration, LLC d/b/a
MrRestore.com, Defendant herein, and in support thereof, shows the Court the following:
NOTICE OF ANCILLARY PROCEEDING
Pursuant to Local Rule 1.08, the undersigned discloses that this action directly concerns,
and is ancillary to, a final judgment of the 134th Judicial District Court signed on March 3, 2015,
in Cause No. DC-14-14813, styled Mercedes Restoration, LLC d/b/a MrRestore.com v. Stanley
Gray. Therefore, under Local Rule 1.03, this case must be assigned to the 134th District Court,
being the court that handled the case to which this proceeding is ancillary.
1. Pursuant to Rule 190.4 of the Texas Rules of Civil Procedure, Plaintiff requests a
Level III discovery control plan.
PLAINTIFFS’ ORIGINAL PETITION AND REQUESTS FOR DISCLOSURE Page 1
120
PARTIES AND SERVICE
2. Plaintiffs Stanley Gray and Keiondra Morgan-Gray are both Texas Residents.
3. Defendant, Mercedes Restoration, LLC d/b/a Mr.Restore.com (“Mercedes”) is a
domestic limited liability company with its principal place of business located in Denton County,
Texas. Defendant Mercedes may be served by private process by serving its registered agent
Woodrow R. Dyer III at 8350 North Central Expressway, Suite 1500, Dallas, TX 75206.
JURISDICTION AND VENUE
4. The subject matter in controversy is within the jurisdictional limits of this Court.
Plaintiffs seek monetary relief of $100,000 or less and non-monetary relief.
5. The Court has jurisdiction over Defendant because it has done business, committed
torts, in whole or part, and have continuing contacts with Texas and are amenable to service by a
Texas Court.
6. The Court has subject matter jurisdiction of this case because the land in question
is in Dallas County, Texas.
7. Venue in Dallas County is proper in this cause because this action involves real
property as provided by Section 15.011 of the Texas Civil Practice and Remedies Code, and this
county is where all or part of the real property is located.
REQUESTS FOR DISCLOSURE
8. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, Plaintiffs request
Defendant to disclose, within fifty (50) days of service of this request, the information and material
described in Rule 194.2 of the Texas Rules of Civil Procedure. Plaintiffs specifically request the
responding parties to produce responsive documents at the undersigned law offices within fifty
(50) days of service of this request.
121
FACTS
9. Plaintiffs Stanley Gray and Keiondra Morgan-Gray have been married to each other
since 2004. Plaintiffs reside at real property commonly described as 632 Martin Dr., DeSoto, Texas
75115, and legally described as Parkerville Meadows PH 2 Blk M Lt 12 (the “Property”). The
Property is Plaintiffs’ residence and homestead.
10. The Property suffered significant damage from a house fire in 2012. After the fire,
Stanley Gray contracted with Defendant to repair the Property. A true and correct copy of the
contract is attached as Exhibit A.
11. At no time did Keiondra Morgan-Gray contract with Defendants to repair the
Property, perform labor, or supply materials to the Property.
12. The contract was not signed by either Plaintiffs at the office of an attorney at law
or a title company.
13. On December 22, 2014, Defendant sued Stanley Gray, alleging that he still owed it
$37,358.85 in connection with the repairs it made to the Property in 2012 and 2013. Defendant
further alleged that it perfected a mechanics’ and materialmen’s lien against the Property.
Defendant’s causes of action included breach of contract, suit on sworn account, and foreclosure
of its mechanics’ lien. The lawsuit was styled Mercedes Restoration, LLC d/b/a MrRestore.com v.
Stanley Gray, Cause No. DC-14-14813, in the 134th Judicial District Court of Dallas County,
Texas. Stanley Gray was the only defendant in that lawsuit.
14. On March 3, 2015, Defendant obtained a default judgment against Stanley Gray.
The default judgment contains as an exhibit a copy of the mechanic’s and materialmen’s lien (the
“Lien”) placed on the Property. A true and correct copy of the default judgment is attached as
Exhibit B.
122
15. An order of sale was issued, and the Property was subsequently noticed for a
Sheriff’s Sale to take place on August 4, 2015. The Sheriff’s Sale never occurred. A true and
correct copy of the notice is attached as Exhibit C.
DECLARATORY JUDGMENT
16. All facts alleged above are incorporated by reference as if fully set out herein.
17. Under Article 16, Section 50 of the Texas Constitution, generally a homestead
property is protected from forced sale for the payment of all debts. However, there is a limited
exception for foreclosures with a mechanic’s lien. See TEX. CONST. art. XVI, § 50. To have a valid
mechanic’s lien against homestead property under the Texas Constitution, the lien must meet
several requirements, including:
(A) the work and material are contracted for in writing, with the consent of
both spouses, in the case of a family homestead, given in the same manner as is
required in making a sale and conveyance of the homestead; . . .
(C) the contract for the work and material expressly provides that the owner
may rescind the contract without penalty or charge within three days after the
execution of the contract by all parties, unless the work and material are necessary
to complete immediate repairs to conditions on the homestead property that
materially affect the health or safety of the owner or person residing in the
homestead and the owner of the homestead acknowledges such in writing; and
(D) the contract for the work and material is executed by the owner and the
owner's spouse only at the office of a third-party lender making an extension of
credit for the work and material, an attorney at law, or a title company;
TEX. CONST. art. XVI, § 50(5)(A)-(D).
18. Moreover, to fix a statutory lien on a homestead, the Texas Property Code requires
that the contract giving rise to the debt must, inter alia, be signed by both spouses” if the owner is
married and contain an affidavit claiming the lien. See TEX. PROP. CODE §§ 53.254, 53.052.
Further, the affidavit claiming the statutory lien on the residential property must be filed “not later
than the 15th day of the third calendar month after the day on which the indebtedness accrues. See
TEX. PROP. CODE § 53.052(b). In a suit brought to declare a lien invalid or unenforceable, the
123
Texas Property Code Provides various summary grounds to declare a lien invalid or unenforceable,
including failure to comply with affidavit requirements under Section 53.052 and failure to execute
the contract in compliance with Section 53.254. See TEX. PROP. CODE § 53.160(a)-(b).
19. In the present case, the Lien that Defendant placed on the property is invalid and
unenforceable because Defendant failed to comply with the requirement under both the Texas
Constitution and Texas Property Code. Specifically, the contract (1) was not signed by the Plaintiff
Keiondra Morgan-Gray, (2) did not provide that it may be rescinded without penalty or charge
within three days, and (3) was not signed by either Keiondra Morgan-Gray or Stanley Gray at the
office of an attorney at law or a title company. Further, assuming without conceding that work was
completed in October 2013, Defendant was required to file its affidavit by January 15, 2014.
However, the file mark on the affidavit indicates that it was filed on January 16, 2014. Therefore,
the lien was never perfected.
20. Pursuant to Chapter 37 of the Texas Civil Practice & Remedies Code (the “Uniform
Declaratory Judgment Act”), Plaintiffs request that this Court declare that Defendant does not have
a valid or enforceable lien against the Property, that whatever lien it had failed to attach to the
Property, that the lien was not perfected, that the lien is ultimately void, and that the Property
cannot be foreclosed or sold to satisfy the judgment debt of Stanley Gray.
FRAUDULENT LIEN
21. All facts alleged above are incorporated by reference as if fully set out herein.
22. The Lien filed by Defendant is fraudulent pursuant to Section 12.002 of the Texas
Civil Practices and Remedies Code.
23. Upon information and belief, Defendant filed the lien subject to this suit with intent
to defraud, with knowledge that the lien was fraudulent and invalid, with the intent that the lien be
124
given legal effect, “evidencing a valid lien . . . against real or personal property or an interest in
real or personal property,” and with the intent to cause Plaintiffs injury as contemplated by Section
12.002. See TEX. CIV. PRAC. & REM. CODE § 12.002(a), (c).
24. Plaintiffs request that the Court declare that Defendant is liable to each of the
Plaintiffs the statutory penalty of $10,000, court costs, reasonable attorney’s fees, and exemplary
damages. See TEX. CIV. PRAC. & REM. CODE § 12.002(b).
JURY DEMAND
25. Plaintiffs respectfully assert the right to a trial by jury under Texas Constitution
article 1, § 15, and makes this demand for a jury trial at least thirty (30) days before the date this
case is set for trial, in accordance with Texas Rule of Civil Procedure 216.
ATTORNEYS’ FEES
26. Plaintiffs have retained representation to prosecute and defend this action and has
agreed to pay her attorneys reasonable fees for necessary services. An award of attorneys’ fees to
Plaintiffs would be equitable and just and authorized by Ch. 37 of the Texas Civil Practice and
Remedies Code.
CONDITIONS PRECEDENT
27. All conditions precedent to Plaintiff’s suit have occurred or have been performed.
PRAYER
WHEREFORE, PREMISES CONSIDERED, Plaintiff respectfully prays that:
a. Defendant be cited to appear and answer;
b. That the Court empanel a jury to determine any issue of fact and that upon final
hearing of this cause declare Defendant fraudulently filed lien against the Property,
that the lien is void and unenforceable, and for Plaintiff to be awarded: statutory
125
damages, exemplary damages, attorney’s fees and court costs.
c. That the Court grant any other relief to which Plaintiff may be justly entitled.
Respectfully Submitted,
THE PETTIT LAW FIRM
By: /s/ Julie Pettit

Julie Pettit – Attorney in Charge
SBN: 24065971
jpettit@pettitfirm.com
David B. Urteago
SBN: 24079493
durteago@pettitfirm.com
3710 Rawlins, Suite 1050
Dallas, TX 75219
Tel. (214) 329-0151
Fax. (214) 329-4076
ATTORNEYS FOR PLAINTIFF
126
1590 E Business Hwy 121
Bldg 2, Suite 1000
Lewisville, TX 75056
-
Authorization for Work and Direction to Pay & AOB
(Sn) 631-7576
MrRestore.com
I authorize Mr Restore to perform wonc upon my property located at
632 Martin
DeSoto, lX, 75115
As owner/reprasentative of the property I understand that I must authorize this work. I hereby authorize Mr Restore to perform this wonc
and accept responsibility for payment upon completion.
I agree to pay Mr Restore for all cleaning, repair a.nd restoration services rendered, induding emergency services. Payments shall be due
and payable to Mr Restore at P.O. Box 2106, Amarillo, Texas 79105 immediately after the wor1< is completed, or in accordance wilh any
agreed draw schedule, if applicable. All accounts thirty (30) days past due will be subject to 1½% service charge per month. If payment in
full is not made when due, then Mr Restore shall be entilled to recover all costs of collections, Including reasonable attorney fees, court
fees, and o~er applicable costs in pursuant of collection.
I/we have hazard and/or other insurance with ANPAC Insurance Company which may cover all or part of the costs of such cleaning, repair
and restoration services. I hereby authorize and direct my insurance company to make payment directly to Mr Restore for such cleaning,
repair and restoration services, and I assign and transfer to Mr Restore all the rights I may have to collect and receive payment for these
cleaning, repair and restoration services rrom my insurance company. I understand that the assignment of any right I have to the receipt of
insurance proceeds is a material inducement to Mr Restont to undertake the project and enter Into this agreement. I hereby advise my
insurance carrier that I unequivocany and voluntarily assign my rights to payment of proceeds and Instruct them to fully honor this
assignment. I agree to and acknowledge this Assignment of Benelils. I agree to promptly endorse to Mr Restore any insurance checks
Issued for deaning, repair, and restoration services of my property owed to Mr Restore. I further understand and agree that if any
Insurance payment made on my behalf fails to satisfy the obligation owed to Mr Restore, in full, I will be responsible for any balance due,
whether the same represents my deductible under said policy, any depreciation, upgrade or otherwise expressed or agreed to in writing.
I agree that I cannot delay or withhold payment to Mr Re-store as a result of any dispute I may have with my insurance company regarding
coverage, the nature of the loss, tho value of the property or payment under the policy. I agree payment ln full ls due upon completion of
the wor1( by Mr Restore. I also agree to pay Mr Restore for any emergency services and waive my right to cancel, if any, as to emergency
services. Mr Restore is entitled lo receive all costs of estimating, management, labor, set-up charge, material, permits, feas, Industry
standard overhead (10%) and profit (10%) for the entire claim if this cont.racl is canceDed after expiration of any applicable right of
rescission period.
I further hereby authorize and request my insurance carrier, adjuster of any other appropriate third party to rumish Mr Restore any and all
information, documents and/ or records from their files, Including, but not limited to, insurance coverage information, loss I claim
information, adjusting / estimating Information and payment information with regard to the work perfonned hereunder or otheiwise in
connection with the loss sustained by me or stated property. Mr Reshxe agrees to perform the services in a professional wooonanlil<e
manner and grant the owner a fimited written warranty. Tbe services provided by Mr Restore are warranted against material defects for a
period of one (1) year from the date the services are substantially completed, subject to the following: (a) Owner must notify Mr Restom, in
writing of any defect daimed under the warranty within ten (10 days from the date the owner first discovered, or should have discovered,
the defect and provide Mr Restora a reasonablo opportunity to ropair the defect; {b) Manufacturer's warranties for appliances or
components supersede this limited warranty; (c) This warranty becomes effective only upon payment In full of all sums due to Mr Restore;
and (d) This warranty covers nonnal use for the purposes intended. Damages resulting l'rom improper use, neglect. negligence,
tampering, inherent structural defects or acts of God aro excluded. Them are no warranties, whlch extend beyond the description of the
face hereof. Mr Restore DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE.
"IMPORTANT NOTICE: You and your contractor are responsible ror meeting, the terms and conditions of this contract. If you sign this
contract and you fa~ to meet the lerms and conditions of this contract. you may lose your legal ownership right In your home. If payment in
full is not received for services provide in association with this contract we will lake all necessary legal actions to protect our interest.
KNOW YOUR RIGHTS ANO DUTIES UNDER THE LAW.•
EXHIBIT
exhibitsticker.com
127
DRAW SCHEDULE FOR PROJECTS OVER $10,000.00
DEDUCTIBLE DUE UPON ACCEPTANCE. IF APPLICABLE
Price to be detennined by Xactimate Estimate

40% Due at Start
30% Due after Drywall has been Completed
3o•Ai Due at Completion
The parties acknowledge the following;
No appropriate completion date is being provided herein.
Stanley Gray
Owner/Representative
October 8, 2012-9:33pm
•,:i,cR•J
1. ~-. ,, ·:.' l_.
128
l\-5LQ61
0 0 0 g·4 ~
MERCEDES RESTORATION, LLC § IN THE DISTRICT COURT

d/b/a MrRESTORE.COM §
§
Plaintiff, §
§ DALLAS COUNTY, TEXAS
v. §
§
STANLEY GRAY §
§
Defendant. § 134 th JUDICIAL DISTRICT
ORDER ON PLAINTIFF'S MOTION FOR ENTRY OF DEFAULT AGAINST

DEFENDANT STANLEY GRAY
The Court, having considered the pleadings, including Plaintiffs' Motion for Default
Judgment, the official records on file in this cause, and the fact that Defendant Stanley Gray,
although cited to appear and answer herein, failed to file an answer by the date agreed to by the
parties, is of the opinion that a Final Default Judgment should be rendered for Plaintiff Mercedes
Restoration dba MrRestore.com ("Plaintiff'') against Defendant Stanley Gray ("Defendant").
Accordingly, the Court GRANTS Plaintiffs motion for default judgment against the Defendants.
IT IS HEREBY ORDERED that Plaintiff recovers from Defendant Stanley Gray
judgment for the unpaid principal and interest under the Contract in the sum of $37,358.85,
attorney's fees in the amount of $12,500.00, recoverable costs total $250.00 and costs of court, all
such sums to bear interest at the rate of five percent (5%) per annum from the date of Judgment
until paid.
IT IS FURTHER ORDERED that due to Defendant's failure to pay in full for all goods
and services labor performed and the material furnished by Plaintiff, Plaintiff is hereby awarded
a foreclosure of the Mechanic's and Materialmen's lien filed on January 16, 2014 in Dallas
EXHIBIT
exhibitsticker.com
ORDER ON PLAINTIFF'S MOTION FOR ENTRY OF DEFAULT
129
County, Texas. A true and correct copy of the filed lien affidavit is attached hereto as Exhibit A,
The real property to which this lien applies is located at 632 Martin, De Soto, Texas 75115 and is
legally described as PARKERVILLE MEADOWS PH 2 BLK M LT 12.
IT IS FURTHER ORDERED that Plaintiff shall have all writs of garnishment, execution
and process necessary to enforce this Judgment.

All other relief not expressly granted herein is denied. This is a Final Judgment which
disposes of all claims between Plaintiff and Defendant Stanley Gray in this cause.
'f;l-
d(a~
SIGNED this .6 day of&:!: m,, 2015.
Sh
,L.....J,),,..... &E!i:11
ORDER ON PLAIN't'IFF'S MOTION FOR ENTRY OF DEFAULT
130
201400011531
ML AFF 1/12
NOTlCE: TWS IS NOT A LIEN, THIS IS ONLY AN AFFIDAVIT CLAIMING A LIEN.
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE MB, the undersigned authority, personally appeared Clint Junell, who
upon his/her oath states the following:
C
1. My name is Clint Junell and 1 am a resident of Denton County, Texas. I
am the owner of Mercedes Restoration, LLC d/b/a Mr Restore, a Texas Limited Liability
Company with offices located at 1S90 E Business Highway 121, Lewisville, TX 75056.
Mercedes Restoration, LLC d/b/a Mr Restore, a Texas Limited liability Company is
referred to in this affidavit as "Claimant." I am over 18 years of age, and am competent
and authorized to make this affidavit.
2. Claimant performed restoration services to improve the real property

located at 632 Martin, DeSoto, TX 75115 as described herein under a contract by and
between Claimant and Stanley Gray who is the owner or reputed owner of the real property
described herein, whose last known address is 632 Marlin, DeSoto, TX 75115. A true and
correct copy of the contract documents is attached hereto as Exhibit A.
3. The labor and work furnished by Claimant are generally described as

follows: Restoration services.
4. The real property sought to be charged with a lien by Claimant is described

as the real estate located at PARKERVILLE MEADOWS PH 2 BLK M LT 12.
5. Claimant is the original contractor for the improvements for which a lien is
claimed.
6. After allowing all just credits, offsets, and payments, the amount of
$37,758.85 remains uupuid and is due and owing to Claimant under its contract with the
property owner, Stanley Gray, and Claimant, claims a lien on said property and
improvements under the provisions of Texas Property Code § 53.001 et seq. to secure
payment of said amount.
7. Claimant also claims a constitutional lien on such property pursuant to the

provisions of Article 16, Section 37 of the Texas Constitution.
8. One (1) copy of Ibis Affidavit Is being sent certified mail, return receipt
requested to the above-described Owner addressed to its last known address(es).
131
~)
t~. z
By: CU~l, Member
d/b/a Mr Restore,
a Texas Limited Liability Company
SUBSCRIBED AND SWORN TO AND ACKNOWLEDGED BEFORE ME by
_llu&l Jw.'tU.11
affiant _on this the }"i il day of
~\'.,. ,20_a.
N tury Public in and for

the State of Texas
My Commission Expires: .\ ~) ~ 4, \IL\
132
1590 E Busi'less Hwy 121 (Sn)631-7576
Bldg 2, SUlte 1000 MrRaatora.com
Authorization for Work and Direction to Pay & AOB
I aulhorize Mr Restore to perform win upon my property localed al
632 Martin
DeSoto, TX, 75115
Ao OW1Wr/1~1ttalhta of !ho pi'Qpt:!W{ I understand that I must authorize this worll. I hereby aulhOrize Mr Restore to perfonn this win
and accept rospon&!bility ft)( payment upon completion.
I agree to pay Mr RootorG for ou uloaflll\ff, mpafr OOII rostoralioo SOfVICf,1~ ra.ndured; lncludingoomrgllfltl'f :Wl'Vicos. Payments shllll bl> due
a to Mr Rfltoru at P;O. 60J< 2100, AmatillO, Texas 7!:1100 lmmodlutoly otter Iha work ls com~. or,fn aooordanco wllh any
draw~. If npplicatoo. All acoounts thirty (30) days past doo will be sub}&(:t to 1½% sel'Vlf.l8 Cll!Jl'gll rmr month. If paymant ill
full la not made when doo, !hoo Mr RntOllt mull bo ontilllld to r~er all costs or ool!edions. inciudl.ng rusonablo nttomay ree., e<Jurt
feea, and olt!St applicable costs in putsuant of colledlo/1,
ltwe have hazard and/or other insurance with AN PAC Insurance Company wlllch may cover 1111 or part of too (!®Ill, of wct, cieallltlg, mpair
and restoralion sorvlces. I hereby authort:i.:e and direct my lm111raricooom1u1ny lo mal<e ~ l \ l dltOOtty to MrRm:tarafor such cleaning.
rep11lr aOd mstorat:lon lk!fvices, IJl1d l ~ n and lransler to Mr RMtoro all tho r!QhlS i mlly haw to collm MU ~We payment fol'~
doanlng, repair ond mstomtion ~ices from my insurance COO'lf)IIDY, I undomtand that tho autgnmont of ooy tight l have to thtHeeelptOf
itlllUm»OO pJ'tlWUdti ls II moton.-d inducerntmt lo Mr Reslo1910 Ufld&rlm!O tho projm and etiWI' tntolh!s agmemoot. l nemby lldvl~ my
im1uraooo tffllfet that I uooqulvoca!ty .and voluntarily assign my rights ID pay!'ll(mt of proceeds and lmttuctthem to Ii.illy honor this
assignment I agree to and adcnowlooga lhls Assignment of Benefits. I agree lo prompl.!y f.ll'l(Joow !l> Mt Restoot any fflUfBl'IC8 e!mli
Issued for cleaning, repair, and ruslor-.ition services of my property owed to Mr Rm.tore. I fintlleru~tand Bild agtee thut if any
Insurance payment made on my behalf falls to satisfy the obligation owod ti! Mr Rfflilom, In full, I will be rotipOMl'blo for uny balmwo (.\oo,
whether Ille same mpresonts my deductible under said policy, any doproclalkm, upgrade or.(llflerwlso exµr~ or agreed lo In writing.
I llgfOO lflot l (llU'IOOt dulay Of withhold paymontlo Mr Rotltoro as a «mill of IJl'IY dispula I may haw With mY iru!IJl'lll'lt& COl'flP$0Y regarding
oovarag:u, lh<i now re oflllo loss, lho valuo or \1111 ~rty I)( payment under \he f)Ollcy. I agr90 payrrnmt1ti rut! ill d!J1n1pon eompto!loo of
tho WOO< by Mr Rus\OIQ, I nfoo &Jtua to p;ty Mr Rostotec for any iilll1G<Qilfley servioos Md waive my t19hfto ~ . tr any, a& to Ufl!QtgOn<:y
services. Mt Reatom Ill aolllhm lo roccmi an ~ of osllmating, 11U1rwgement, lltbor, ~t•up chlll'go,.mawt!al, permits, roes, lndoot,y
standard overh11ad (10%) and profit (10%) for the entire claim if this oordroct klca11Q:,lloonlluroi<piral!(wiofu11y opplk:ablorightof
rellCisslon period.
I further hereby authorize and request my ln:rurance carrier, adjuster of any othur tlflprllf.lriale lhltd party IQ f11ml$h Mr R«staro any and ml
informallon, doc:umenis and J or rocorus from tl'lelr !Ilea, locludlfl9, bul nm llmitOd to, 11,sur.~ @~tugti lnfommlloo, lOS& I dalm
Information, adjusting I estlmallng Information and payment information wtlll regard to lt1(I worlC pQrforrm1d hertMlder or otlWW!s.t In
connection wllh lho loossui.l!aiood by me or stated property. Mr Rl'.lS!oot llllroet. lo l)Cll1i:)rrn the sorvloos In a proklu11lonal wClilm!anli\!.e
mMnm and granl u»owoora tlmiled writtnn warranty, The oorvtces Pfl)Vfi:lfld by MrR~om wamintml ngalnst matarial def(IC($f<ir a
poriod of one {1} year trotn lho dfltll the oo!Viea11 aro subslooliaUy completed, subjod: jQ ll1e following: (a} ONnrir must notify Mr Rostom, In
writing of ooy dofoet daimu.:J undru I.ha wammly wlthln too (10 daya from the date Iha ownw flfsl dlal:ov$1lld, orsl'lol.lld huvo dl~flfod,
tho dofad al'ld prnvido M, Rosttn a ma$Ol\!lblo <Jp1X111tmity to ra,mlr \he oofoct {b)Manufacturar'II warronlklu forsppllaM6a or
t o i n ~ t n t ~ Ihm llmllud Wilmmly; ,c) ·rti1s wumm\y OO('.Xj/00.'f olf11<,1!vo only UJ)QJ'I paymentln full of all wrns di.I& lo Mr Rostoro;
and (d) This wanutty oovom 0Ol'Jl'l."ll trJO tor me p1~ lntoodod, Damagmi rooultll'l\1 from lmpmparU$e, nanloot, negtll]enca,
tomporing, lnhoront slruclurul dofocl» qr acts of G<xJ uro Oltcludoo. Th0<0 1111) no Vffltranlloo. which exbmd beyond the d ~ of tho
r_, hoMlt Mr Ruuluro OISCI.AIMS ANV IMPI..IEO WARRANTY OF MERCHANTABILITY OR FITNESS FOR Al'N PARTICULAR
PURPOSE.
"IMPORTANT NOTICE; You and yout c»n\tuclor 11w 11t$r,k)rislbla for l'llQel;lng, Iha te!Tffll und 1;1o«lltll;m11 of. lhhl \lOl\tr«ct. lfyau sign 1h18
i::ontmet and you rau to moot Ille tt11ms lJIRI IXlfldllloos of U'lls wnlrllct. you may IOse YQUr' tegld O'lfflllttihlp ri\lltUn \'W.I' hOl'llQ, upayment In
{1,1111, not ~od foroorv~& PNVI® In 8Sl!OCIIIIM With \hi$ cmtmct WO WIii take au r\1l(6$1Jll(y ieg&l8C\lQnl t.o,p(Otii<.1 our Interest.
KNOW YOURRIGli'rS ANO oortes UNDER THE LAW.•
133
DRAW SCHEDULE FOR PROJECTS OVER $10,000.00
DEDUCTIBLE DUE UPON ACCEPTANCE. IF APPLICABLE
Price to be delalmlned by Xactimate Estimate

40% Due at start
30% Due after Drywall has been Compleled
30% Due at Completion
The parties acknowledge the following:
No appropriate completion date Is being provided herei,.
StanleJ Gray
Owner/Representative
October 8, 2012 • 9:33pm
WP•litr.tl•AA
·-:,~ R•J
134
Mr Restore
Mr Restore
dba Mr Restore
Invoice
760 I Goodnight Trail
Amarillo, TX 79110
accounting@mrrcstore.com
Stanley Gray
632 Martin
DeSoto, Tx 751 IS
Activity Quantity Rate Amnunt

• Emi.-rgency Services • Non Taxable pill' Xnctimate I 1,1 3S .w 1,138.20
•l0%xl0%-BS I 227.64 227.64
• Clc11ning - Taxable per Xactimate - Structure Reclean I 6,1175.48 6,875.48T
• 10% x 10% - Structure Reclean 1 1,:m.10 1,375.IOT
• Rebuild - Non Taxable per Xactimate - HVAC I 9,5.88.89 9,588.89
• Rebuild - Taxable per Xactim11le - HVAC I 2,960.20 2,960.20T
• l0%x 10%-HVAC I 2,558.66 2,558.66
• Cleaning - Taxable per Xactlmate - Structure I 13,584.SS 13,584,88T
• I0% x 10% - Structure I 2,716.lJS 2,716.98T
• Rebuild - Non Taxable per Xactimate - RVI I 23,727.26 23,727.26
• Rebuild - Taxable per Xactimate - RV! I 20,772.62 20,772.62T
•10%x10%-RVI l 9,228.62 9,228.62
• Rebuild - Non Taxable per Xactimate - APP l 1,920,96 1,920.96
• Rebuild - Taxable per Xactimate - APP I 5,345.60 5,345.60T
• 10% x 10%- APP I 1,783.61 1,783.61
Please Remit Payment to: Sub'rotal $103,804.70

1590 E But Hwy 121
Bldg 2 Suite 1000 Tax(S,%5%) S•M24.SS
Lewisville, TX 75056 ~-""""'
Total $108,229.25
"'''"' """'
P•yment .,,...,,...._.... $70,870.40
Ba'lalllll! J)uij $37,lSUS
·-
135
Mr Restore
Mr Restore Invoice
dba Mr Restore
760 I Goodnight Trail
Amarillo, TX 79110
accounting@mrrcslore.com
Stanley Gray
632 Martin
DeSoto, Tx 7S11S
$400.00
Please Remit Payment to:
1590BBusHwy 121
Bldg 2 Suite l000
Lewisville, TX 7S0S6
136
1.
Mr Restore
IS90TXHWY 121
Bldg 2 Suite 1000
Recap by Category
O&Pltems Total %
APPLIANCES 3,140.17 33,09%
CABINETRY 5,045.64 53.169/.
GENERAL DEMOLITION 291.13 3.07%
O&P ltem1 Subtotal 8,476.94 89.31%
Noo-O&P Items Total %

APPUANCES -135,78 -t,43%
CABINETRY -1,074.60 -11.32%
Non-O&P lte1111 Subtotal -1,210.38 -12.751/.
O&P ltem1 Subtotal H,476,94 89.31%
Material Sale• Tax @ 8.250% 441.01 4,65•/o
Overhead @ 10,01/o 891,80 9.40%
Profit @ J0,01/o 891.80 9.40o/e
Total 9,491.17 100.00%
ORA Y-APP-CTOP-SUP 10/10/2013 Page:5
137
Mr Restore
i 1S90TXHWY 121
Bldg 2 Suite 1000
Recap by Category
Total o/e
O&Pltems
13,527.60 76~o/.
CLEANING
13,527.60 76,6(i8/o
O&P Items Subtotal 0,32•1.
@ 8,250°/a 57.29
Cleaalag Mtl Tax 7.70o/.
@ 10,0•/a 1,358.49
Overhead 7.70%
@ 10.0•1a 1,358.49
Profit 7.62%
@ 8.250•/o 1,344.90
Cleaolng Sales Tax
17,646.77 lOO.OOo/e
Total
10/1812012 Pqo:8
ORAY-CLBAN-STRUCTURB
138
Mr Restore
i. 1590 TX HWY 121

Bldg 2 Suite IO00
Recap by Category
Total %
O&Pltems
397.10 0.72%
APPLIANCES
11,607.37 20.94%
CABINETRY
712,22 1.28%
CLEANING
2,809.02 5.07%
GENERAL DEMOLITION
1,690.19 3.05%
DRYWALL
690,47 1.25%
ELECTRICAL
S,564,84 I0,04o/e
FLOOR COVERING- CARPET
637.07 1.15%
FLOOR COVERING- STONE
722.65 1.30%
FLOOR COVERING· CERAMIC TILE
58,60 0.11%
FLOOR COVERING· VINYL
4,243.79 7,65%
FLOOR COVERING· WOOD
168,S9 0.30%
FINISH CARPENTRY/ TRJMWORK
330.03 0.60%
FINISH HARDWARE
394.23 0,71%
INSULATION
522.20 0.94%
LABOR ONLY
32.88 0.06o/e
PLUMBING
13,918.63 2s.10•1o
PAINTING
44,499.88 80,26o/o
O&P Items Subtotal 2.96o/,
@ 8.250% 1,643.23
Material Sales Tax 4,614,31 8,32o/e
Overhead @ 10.0%
10.0o/e 4,614.31 8,32o/e
Profit @
8.250% 70.St 0,13°/e
Cleaning Sales Tax @
55,442.24 100.00%
Total
2/15/2013 Page: 18
ORAY-R-RVI
139
Mr Restore
i 1590TXHWY 121
Bldg 2 Suite l000
Lewisville, TX 750S6
Recap by Category
O&P Items
GENERAL DEMOLITION
Total
590.56
"·
:ui:s"/.
77,90%
11,958.53
HEAT, VENT & AIR CONDITIONING
12,54!1,09 81.74%
O&P Item• Subtotal 244.22 1.59%
Material Sales TaJC @ 8.250%
1,27!1,33 8,33%
Overhead @ 10.0%
1,279.33 8.33%
Prollt @ 10.0%
15,351.97 100.00%
Total
1/181'2013 Page: 5
ORAY-HVAC-DUCT&CLBAN
140
Mr Restore
i IS90TXHWY 121
Bldg 2 Suite 1000
Recap by Category
Total %
O&Pltems
ti,844.911 76.64%
Cl,EANING
6,844.98 76.64%
O&P Items Subtotal 0.34%
@ !USO% 30.51
Cle1111i.11g Mtl Tn 687.55 7.70%
Overhud @ l0,0%
(0.0% 687,55 7.70%
Prom @
8.250% 686.67 7.62%
Cleaning Sales Tax @
8,931.26 100,00'Y,
Total
1/18/2013 Paae: 8
ORAY-R'BCLBAN-1-I4-13
141
Mr Restore
i. 1590TXHWY12I
Bldg 2 Suite 1000
Recap by Category
Total %
O&P Items
75.00 S.49°1.
PERMITS AND FEES 77.8'0/ .
t,1163,20
WATER EXTRACTION & REMEDIATION
1,138.20 83,33°1.
____________
O&P Item, Subtotal
Overhead
Prom
@
.......:,
@
10.0%
10.0%
1l3,82
113,8:Z
1,365.84
8.33o/.
8.33%
100.00%
Total
Fi led and Raoorded

01r1olal Publlo Re00rds
J0hn I', Warren, Countv Clark
Dalla& County, TEKRS
01116/2014 04: 12:66 PM
S70,llll
201400011531
11/2/2012 Page:S
GRAY-ES
142
NOTICE OF SHERIFF'S SALE OF REAL ESTATE. Form 136 Pagel
NOTICE OF SHERIFF'S SALE

(REAL ESTATE) 080415-I03
th th
BY VIRTUE OF AN Order of Sale issued out of the Honorable 134 Judicial District Court on the 18 Day of
,June, A.D. 2015 in the case of plaintiff MERCEDES RESTORATION LLC DBA MRRESTORE.COM., Plaintiff,
VERSUS STANLEY GIU Y, Cause No. DC-14-14813-G, To me, as sheriff, directed and delivered, I have levied upon this
nd
22 day of ,lune, A.D. 2015, and will between the hours of JO o'clock A.M. and 4 o'clock P.M., on the 1ST Tuesday in
August,
In George Allen Courts Building, 600 Commerce St., Dallas, TX, (Basement Level)Rm G-119
A.D. 2015, it being the L day of said month, at the George Allen Court Building@ the corner of Commerce and
Houston Street, 600 Commerce St. Dallas, TX 75202, Basement Level, Rm #G-119, beginning at 10:00 AM, DaUas, TX.,
proceed to sell at public auction to the highest bidder, for cash in hand, all right, title and interest which the aforementioned
defendant had on the 3 rd day of March, A.O. 2015 or at any time thereafter, of, in and to the following described property, to-
wit:
PROPERTY ADDRESS: 632 MARTIN DRIVE, DESOTO, TEXAS 75115. AND LEGALLY DESCRIBED AS
PARKERVILLE MEADOWS PH 2 BLK M LT 12. Said property being levied onas the property of aforesaid defendant and
wi I! be sold to satisfy a judgment amounting to $37,358.85/ PLUS $12,500.00 ATTORNEY'S FEES/ PLUS $250.00 COSTS
and 5.00% interest thereon from 03-03-15 in favor of MERCEDES RESTORATION LLC DBA MRRESTORE.COM.,
and all cost of court amounting to $305.00 and further costs of executing this writ.
nd
GIVEN UNDER MY HAND This 22 day of June, A.D., 2015
ATIORNEY FOR PLAINTIFF:

WOODROW R DYER Ill
CHERRY PETERSEN LANDRY & ALBERT
8350 N. CENTRAL EXPWY,STE 1500
6 & S.Jackson #297, B.House #517
DALLAS,TX 75206
Phone: (214) 653-3506 or 653-3505
(214) 265-7007
EXHIBIT
exhibitsticker.com
Scanned by CamScanner 143

FILED
3-CIT/ATTY
EXHIBIT "I" DALLAS COUNTY
7/7/2017 4:03 PM
FELICIA PITRE
DISTRICT CLERK
Jesse Reyes
DC-17-08103
NO. _______________
JOHNNY WELLS § IN THE DISTRICT COURT

and APRIL WELLS, §
§
Plaintiffs, §
§
v. § DALLAS COUNTY, TEXAS
§
MERCEDES RESTORATION, LLC §
individually and d/b/a MrRestore §
and d/b/a MrRestore.com, §
CLINT JUNELL §
and STEPHEN MARK GOACHER, §
§
Defendants. § ______ JUDICIAL DISTRICT COURT
PLAINTIFFS’ ORIGINAL PETITION, JURY DEMAND,

REQUEST FOR DISCLOSURE, FIRST SET OF INTERROGATORIES,
FIRST REQUEST FOR PRODUCTION AND FIRST REQUESTS FOR ADMISSION
Plaintiffs Johnny Wells and April Wells ("Plaintiffs") file this Original Petition, Jury
Demand, Request for Disclosure, First Set of Interrogatories, First Request for Production and First
Requests for Admission against Defendants Mercedes Restoration, LLC, individually and d/b/a
MrRestore and d/b/a MrRestore.com (“MrRestore”), Clint Junell and Stephen Mark Goacher
(collectively "Defendants").
I.
1. Plaintiffs intend that discovery shall be conducted pursuant to Level 3 of Texas Rule
of Civil Procedure 190.
2. Pursuant to Texas Rule of Civil Procedure 47(c) and (d), at this time, Plaintiffs seek
monetary relief over $200,000 but not more than $1,000,000, and a demand for judgment for all the
PLAINTIFFS’ ORIGINAL PETITION Page 1

F:\WP Docs\Wells John & April\Mr. Restore\Pleadings\POP v2.wpd
144
other relief to which Plaintiffs deem themselves entitled. At this time, no discovery has been
conducted and Plaintiffs’ assertion is made upon knowledge and belief at the time of filing.
Plaintiffs reserve the right to amend as more information and discovery becomes available. Plaintiffs
implicitly trust the judgment of the good and fair jury as the representatives of our community, but
Plaintiffs must comply with the rules. Ultimately, Plaintiffs will ask a jury of their peers to assess
a fair and reasonable amount of monetary relief as compensation for their harms and losses.
II.
PARTIES
3. Plaintiff Johnny Wells is an individual residing in Dallas County, Texas.
4. Plaintiff April Wells is an individual residing in Dallas County, Texas.
5. Mercedes Restoration, LLC is Texas limited liability company with its principal
office and place of business in Denton County, Texas. Mercedes Restoration, LLC may be served
with process by serving its registered agent, Woodrow R. “Trey” Dyer, III, at his home office
address, Cherry Peterson Landry Albert, 8350 North Central Expressway, #1500, Dallas, Texas
75206, at his home address, 3204 Milton Avenue, Dallas, Texas 75205-1458 , or wherever he may
be found, or by registered or certified mail, return receipt requested, pursuant to Texas Rule of Civil
Procedure 106.
6. Clint Junell is an individual residing in Denton County, Texas. This Defendant may
be served with process at his home office address, 1590 East Business Highway121, Building 2,
Suite 100, Lewisville, TX 75056, or at his home address, 225 Barkley Drive, Hickory Creek, Texas
75065, or by registered or certified mail, return receipt requested, pursuant to Texas Rule of Civil
Procedure 106, or where ever he may be found.

145
7. Stephen Mark Goacher is an individual residing in Denton County, Texas. This
Defendant may be served with process at his home office address, 1590 East Business Highway121,
Building 2, Suite 100, Lewisville, TX 75056, or at his home address, 120 Sleepy Hollow, Highland
Village, Texas 75077, or by registered or certified mail, return receipt requested, pursuant to Texas
Rule of Civil Procedure 106, or where ever he may be found.
III.
JURISDICTION AND VENUE
8. This Court has jurisdiction of the above entitled and numbered cause because the
amount in controversy exceeds the minimum jurisdictional limits of this Court.
9. Venue is proper in Dallas County, Texas pursuant to Sections 15.002 and 15.005 of
the Texas Civil Practice and Remedies Code because:
a. All or a substantial part of the events or omissions giving rise to Plaintiffs’ causes of
action arose in Dallas County, Texas;
b. Plaintiffs reside in Dallas County, Texas and resided in Dallas County, Texas when
all or a substantial part of the events or omissions giving rise to Plaintiffs' causes of
action arose;
c. This action concerns a fraudulent lien or claim against Plaintiffs' real property located
in Dallas County in violation of Chapter 12 of the Texas Civil Practice and Remedies
Code pursuant to Section 12.004 of the Texas Civil Practice and Remedies Code; and
d. Joinder of all claims is proper because venue is proper in Dallas County, Texas with
respect to at least one claim against Defendant and Plaintiffs’ claims arise out of the
same transaction, occurrence or series of transactions or occurrences.

146
IV.
FACTS APPLICABLE TO ALL COUNTS
A. Plaintiffs Own a Residence in Rowlett, Texas, Which Was Badly Damaged in the EF4
Tornado That Struck December 26, 2015.
10. Plaintiffs own a residence in Dallas County, which is located at 7409 Bayhill Drive,
Rowlett, TX 75088. This residence was badly damaged when it was struck by an EF4 tornado, with
winds up to 180 mph, that decimated portions of Sunnyvale, Garland and Rowlett, and killed 10
people. Most of those individuals who perished (8 of them) were killed at the junction of Interstate
30 and Highway 190 (President George Bush Turnpike) in eastern Dallas County, as the tornado
roared directly toward Plaintiffs’ residence only seconds away.
B. MrRestore Prides Itself on Allegedly Being a Storm Damage Cleanup and Restoration
Specialist.
11. MrRestore’s website says that it is “family owned and operated.” MrRestore prides
itself on being a “full service restoration company that specializes in fire, water and storm damage
restoration for homes and businesses.” MrRestore says it has “over 50 years of combined experience
in mitigation, restoration and reconstruction” and has “the resources and experience to help alleviate
the stress associated with disaster situations.” MrRestore says that, “Our team is committed to
making sure that each project is handled with the highest level of precision and care. We take pride
in our reputation as industry leaders in quality work and customer service.”

147
C. Clint Junell - Who is a Felon Convicted of Fleecing Mortgage Lenders for Over
$2,800,000 - Operates MrRestore.
12. Clint Junell operates MrRestore, a company which is owned, in part, by his wife
(Elizabeth Junell) and MrRestore’s counsel (Woodrow R. “Trey” Dyer, III).
13. According to documents filed in the United States District Court for the Eastern
District of Texas, Clint Junell pled guilty to knowingly, intentionally and willfully creating a scheme
to commit mail fraud on certain mortgage lenders, which employed false material representations.
At the time, Junell was a homebuilder who caused materially false representations to be made to
residential mortgage lenders in order to obtain the funding of mortgage loans for third party
purchasers to make real estate purchases that would financially benefit Junell. These schemes are
sometimes called “builder bailout” schemes.
14. More specifically, Junell admitted under oath in federal court that he solicited buyers
to purchase residences from his homebuilding companies during a recession when home sales were
slow. Junell assured the buyers that the they would receive cash payments for making these
purchases. Junell caused mortgage loan applications to overstate the amount of the actual purchase
prices and the amount of loan funds that the buyers needed to pay for the purchases of these homes.
Junell then used the excess loan funds that were generated by the sale to pay kickbacks to the buyers.
In order to conceal the kickbacks from the mortgage lenders, Junell paid the kickbacks outside of
the closings of the sales.
15. Also, Junell admitted under oath in federal court that he paid the buyer's down
payments and/or closing costs. He hid this fact from the mortgage lenders by purchasing cashier's

148
checks in the amounts of the down payments and/or closing costs, showing the buyers as the
remitters of the checks.
16. On August 5, 2015, the Honorable Amos Mazzant of the United States District Court
for the Eastern District of Texas entered a Final Order of Forfeiture which found that Junell entered
into a plea agreement with the United States in which he agreed that he had obtained $1,073,896.88
in proceeds from the felony offense known as Conspiracy to Commit Mail Fraud - a violation of 18
U.S.C. § 371. Judge Mazzant ordered that Junell forfeit to the United States the sum of
$1,073,896.88 pursuant to applicable federal statutes.
17. Moreover, on April 15, 2015, Judge Mazzant entered a Judgment ordering Junell to
serve five years probation and requiring him to pay restitution to those mortgage lenders he and a
co-conspirator fleeced in the amount of $2,854,623.29.
D. Defendants, Including Fraud Monger Clint Junell, Have Attempted to Fleece Plaintiffs
for More Than $250,000 and Have Threatened to Sue Them in “Big Boy Court.”
18. On December 27, 2015, the day after the tornado devastated Plaintiffs’ home and
neighborhood, Clint Junell - on behalf of MrRestore - met with John Wells at the Wells’ residence
in Dallas County. Junell represented that he was owner and operator of MrRestore, and that
MrRestore had the expertise to undertake the work to Plaintiffs’ residence, including the
“mitigation” and reconstruction of the damaged portions of Plaintiffs’ residence. Among other
things, Junell, individually and on behalf of MrRestore, represented that MrRestore would undertake
work on the residence in a good and workmanlike manner, that MrRestore would reconstruct
Plaintiffs’ residence in a professional manner, that Plaintiffs’ residence would be as good as new or
better after MrRestore completed construction, that MrRestore would ensure that Plaintiffs’

149
homeowners’ insurance company would pay for every penny of the mitigation and reconstruction,
including certain upgrades to Plaintiffs’ residence, that MrRestore would provide Plaintiffs with
regular reviews and a periodic accounting of work performed, that MrRestore would work with any
contractors Plaintiffs wanted to use to reconstruct their residence and that MrRestore’s work was
covered by a warranty. All of these representations were materially false.
19. Plaintiffs relied on Defendants’ expertise to perform the work in question in a good
and workmanlike manner. Plaintiffs would not have allowed Defendants to perform this work absent
these representations.
20. Junell presented Mr. Wells with a contract in Dallas County, Texas which provided
for MrRestore to undertake “mitigation” only of Plaintiffs’ residence, such as demolition of
Plaintiffs’ damaged structure, as well as the replacement of the roof. Both John Wells and Junell (the
latter on behalf of MrRestore) signed this agreement in Dallas County, Texas. April Wells did not
sign this contract - or any other contract with MrRestore. As a point of clarification, neither John
nor April Wells ever signed a contract with MrRestore for the reconstruction of their residence,
including a Rebuild Authorization which Defendants demanded they sign on or about October 10,
2016.
21. The agreement in question provides in material part as follows:
MrRestore hereby warrants that all work performed by or on behalf of Mr

Restore on the Property pursuant to this Agreement shall be performed in a
professional and workmanlike manner. MrRestore further warrants that all labor,
materials and supplies utilized by MrRestore or persons on behalf of MrRestore shall
be paid in full from the proceeds received for the claim.
John Wells would not have signed the agreement with MrRestore absent the above representations.

150
22. MrRestore’s work on Plaintiffs’ residence was plagued with problems from early on,
including shoddy workmanship. Initially, Defendants caused their workers to run a bobcat over
Plaintiffs’ yard, which was unnecessary. Defendants’ bobcat left large ruts in Plaintiffs’ yard, and
destroyed Plaintiffs’ sprinkler system and their landscaping - none of which was damaged or covered
by insurance. Defendants’ workers threw away Plaintiffs’ undamaged statutes and outdoor
furnishings, including a 600 pound hand built table that April Wells’ grandfather - who is no longer
living - had constructed. Similarly, Defendants broke a china cabinet inside Plaintiffs’ residence.
It is important to note that none of these items were damaged by the tornado.
23. Among other things, Defendants failed to undertake mitigation, demolition or
removal of water logged materials promptly, which caused mold to grow inside Plaintiffs’ residence
and forced Plaintiffs to undertake work on their own to remove these damaged materials.
Defendants failed and refused to account for their work as they represented they would. Junell,
individually and on behalf of MrRestore, reneged on the representation that Plaintiffs could use their
own contractors, including an HVAC contractor and a framer. Defendants insisted on being paid
overhead and profit on Plaintiffs’ contractors.
24. The decking Defendants installed on Plaintiffs’ roof buckled and did not come
together on the ridge of the roof. Similarly, Defendants’ roofer failed to replace the flue cap on the
chimney, failed to install rain diverters to protect the outside HVAC units and failed to install certain
vents and flue flashings. Defendants refused to fix these items.
25. Defendants refused to honor MrRestore’s warranty unless Plaintiffs first paid
MrRestore in full. In a bait and switch tactic, Defendant Goacher informed Plaintiffs, “Please note

151
that any warranty is only activated once the account is paid in full. Without payment for the work,
there is no warranty.”
26. In sum, MrRestore did not undertake work on the residence in a good and
workmanlike manner, and did not honor its warranty.
27. Defendants refused to provide an accounting of project finances to verify that
MrRestore’s subcontractors and vendors have been paid and have no recourse against Plaintiffs or
their property.
28. On or about December 28, 2016, Defendants ceased work and abandoned the job site.
At that point, Plaintiffs’ insurance company had already paid MrRestore $65,086.55. Yet, in or
about January 2017, Defendants demanded in writing that Plaintiffs pay them $250,051.26 pursuant
to a Notice of Intent to File a Lien signed by Defendant Goacher, for work that has never been
performed. Defendants, by and through Junell, threatened Plaintiffs with a mechanic’s lien to be
filed on their property and a lawsuit to be filed in “big boy court.”
E. Defendants Have Filed a Fraudulent Lien on Plaintiffs’ Residence.
29. On May 9, 2017, MrRestore caused to be filed with the Dallas County Clerk a sworn
Mechanic's Lien Affidavit, signed by Defendant Stephen Mark Goacher as Manager of
MrRestore.com, asserting that Plaintiffs allegedly owe the amount of $55,161.63, despite the fact
that MrRestore has already been paid overpaid. The Affidavit states that MrRestore has been paid
only $49,328.80 despite the fact that MrRestore has been paid $65,086.55. The Affidavit states that
MrRestore filed this Affidavit for the purpose of perfecting a statutory lien on Plaintiffs' property and
improvements thereon. The Affidavit falsely claims that MrRestore allegedly has a "contract between
Claimant [MrRestore.com] with Johnny E & April E Wells who is the owner, or reputed owner, of

152
the real property described in this affidavit, and whose address is 7409 Bayhill Dr, Rowlett, TX.
75088, Claimant furnished labor and materials to that real property," which is described as
“Cleaning, repair and restoration services after the real property sustained tornado damage.” On
information and belief, the fraudulent Affidavit was filed by MrRestore’s counsel, Woodrow R.
“Trey” Dyer, III, who is also an owner of MrRestore.
30. MrRestore’s Mechanic's Lien Affidavit violates the Texas Property Code in several
material respects, including the following:
! Plaintiffs (or their insurance company) made full and complete payment to
MrRestore in a timely manner for the services performed. Plaintiffs owe MrRestore
nothing. Plaintiffs owed MrRestore nothing at the time it filed the Affidavit with the
County Clerk. In point of fact, MrRestore has been overpaid and owes Plaintiffs a
refund.
! MrRestore violated Sections 53.052(b) of the Property Code by failing to file the
Affidavit with the County Clerk not later than the 15th day of the third calendar
month after the day on which the alleged indebtedness purportedly accrued.
! MrRestore violated Sections 53.l60(b)(5) and 53.254(b) & (c) of the Property Code
because MrRestore filed the Mechanic's Lien Affidavit on Plaintiffs’ homestead,
which requires a contract to be signed by both spouses, and April Wells did not sign
any contract with MrRestore.
31. Defendants’ Mechanic's Lien Affidavit also violates Chapter 12 of the Texas Civil
Practice and Remedies Code because Defendants filed the Affidavit with knowledge that the
Affidavit is a fraudulent lien or claim against Plaintiffs' real property, with the intent that it be given
the same legal effect under the laws of this State evidencing a valid lien or claim against Plaintiffs'
real property, and with the intent to cause Plaintiffs to suffer financial injury and/or mental anguish
or emotional distress.

153
32. Defendants have slandered the title to Plaintiffs' real property. Pursuant to Chapter
12.002 of the Remedies Code, Defendants are liable to each injured person (i.e., to each Plaintiff)
for the greater of $10,000 or the actual damages caused by the violation, court costs, reasonable
attorneys' fees and exemplary damages.
33. On information and belief, Defendants have engaged in a pattern and practice of filing
fraudulent liens or claims routinely against other homeowners' real properties in Dallas County,
Texas and otherwise.
G. Defendants Fraudulently Induced Johnny Wells to Execute a Contract with MrRestore.
34. By the acts and conduct set forth above, Defendants fraudulently induced Plaintiff
Johnny Wells to enter into the agreement in question. Defendants fraudulently induced Plaintiffs to
allow MrRestore to undertake the work in question. Defendants affirmatively misrepresented to
Plaintiffs that MrRestore would perform the work in question in a good and workmanlike manner.
Defendants fraudulently omitted or concealed from Plaintiffs that MrRestore had no present intention
to perform the work in question in a good and workmanlike manner. In the alternative, Defendants
made their representations recklessly without any knowledge of the truth of these assertions.
Likewise, Defendants omitted or concealed this information recklessly.
35. Defendants’ material representations to Plaintiffs were false when made. Defendants’
omissions likewise were material. Defendants affirmatively misrepresented, and failed to disclose,
material information as discussed above.
36. Defendants misrepresented said material facts to Plaintiffs with actual knowledge of
the falsity of the representations in question, and failed to inform Plaintiffs of the true facts, for the
specific purpose of inducing Plaintiffs to allow MrRestore to undertake the work in question.

154
37. Plaintiffs reasonably relied on the material representations and omissions of
Defendants in allowing MrRestore to undertake the work in question. Plaintiffs would not have
agreed to do this but for Defendants’ misrepresentations and omissions, which they would not have
done if Defendants had made full disclosure of the true facts, including Clint Junell’s status as a
felon convicted of defalcating over $2,800,000 from others.
38. Needless to say, Defendants failed to undertake the work in question in a good and
workmanlike manner. Defendants further failed to undertake the work in question in connection
with accepted construction standards.
H. Miscellaneous.
39. All conditions precedent to the filing of this action have occurred, have been
performed by Plaintiffs or have been waived by Defendants. Alternatively, Defendants are estopped
from asserting the non-occurrence of any such obligations or conditions precedent.
40. Because of Defendants’ wrongful actions, Plaintiffs have been required to retain the
undersigned attorney to prosecute this action.
V.
CLAIMS
CLAIMS FOR RELIEF
AGAINST ALL DEFENDANTS
COUNT I: VIOLATIONS OF CHAPTER 12 OF THE

TEXAS CIVIL PRACTICE AND REMEDIES CODE
AND CHAPTER 53 OF THE TEXAS PROPERTY CODE
41. Plaintiffs incorporate by reference paragraphs 1 - 40 set forth above.
42. By the acts and conduct set forth above. Defendants’ Mechanic's Lien Affidavit
violates Chapter 12 of the Texas Civil Practice and Remedies Code because Defendants filed the

155
Lien Affidavit with knowledge that the Lien Affidavit is a fraudulent lien or claim against Plaintiffs'
real property, with the intent that it be given the same legal effect under the laws of this State
evidencing a valid lien or claim against Plaintiffs' real property and with the intent to cause Plaintiffs
to suffer financial injury and/or mental anguish or emotional distress. Likewise, the Mechanic's Lien
Affidavit violates Chapter 53 of the Texas Property Code for the reasons mentioned above.
43. As a direct and proximate result of Defendants’ unlawful actions, pursuant to Chapter
12.002 of the Remedies Code, Defendants are liable to each Plaintiff for the greater of $10,000 or
the actual damages caused by the violation, plus court costs, reasonable attorneys' fees and
exemplary damages in an amount to be determined by the trier of fact, for which Defendants are
jointly and severally liable.
COUNT II - NEGLIGENCE, NEGLIGENCE PER SE AND GROSS NEGLIGENCE
45. By the acts and conduct described above, Defendants acted negligently.
46. As a direct and proximate result of Defendants’ negligence, Plaintiffs have been
injured for which they seek an award of damages, including actual, incidental, consequential and
special damages, including further, without limitation, mental anguish damages, against Defendants,
jointly and severally, to compensate them for the injury and harm they have sustained in an amount
in excess of the minimum jurisdictional limits of this Court.
47. Moreover, Defendants violated the statutes and/or ordinances of one or more public
authorities and/or the State of Texas, which statutes and ordinances were promulgated to protect a
class of persons of which Plaintiffs were members at the time of the acts in question. Defendant was
negligent per se.

156
48. In addition, because the acts and omissions of Defendants were malicious and/or
resulted from gross negligence and/or fraud, Plaintiffs seek an award of exemplary and punitive
damages against Defendants in an amount to be determined by the trier of fact.
COUNT III: COMMON LAW FRAUD, FRAUDULENT INDUCEMENT,

FRAUDULENT CONCEALMENT AND STATUTORY FRAUD PURSUANT
TO SECTION 27.01 OF THE TEXAS BUSINESS AND COMMERCE CODE
50. By the acts and conduct set forth above, Defendants fraudulently induced Plaintiff
Johnny Wells to enter into the agreement in question. Defendants fraudulently induced Plaintiffs to
allow MrRestore to undertake the work in question. Among other things, Defendants affirmatively
misrepresented to Plaintiffs that MrRestore had the expertise to undertake the work to Plaintiffs’
residence, including the “mitigation” and reconstruction of the damaged portions of Plaintiffs’
residence. Among other things, Defendants affirmatively misrepresented that MrRestore would
undertake work on the residence in a good and workmanlike manner, that MrRestore would
reconstruct Plaintiffs’ residence in a professional manner, that Plaintiffs’ residence would be as good
as new or better after MrRestore completed construction, that MrRestore would ensure that
Plaintiffs’ homeowners’ insurance company would pay for every penny of the mitigation and
reconstruction, including certain upgrades to Plaintiffs’ residence, that MrRestore would provide
Plaintiffs with regular reviews and an accounting of work on a periodic basis, that MrRestore would
work with any contractors Plaintiffs wanted to use to reconstruct their residence and that
MrRestore’s work was covered by a warranty. Defendants fraudulently omitted or concealed from
Plaintiffs that none of these things were true and that Clint Junell was a felon convicted of
defalcating over $2,800,000 from others. In the alternative, Defendants made their representations

157
recklessly without any knowledge of the truth of these assertions. Likewise, Defendants omitted or
concealed this information recklessly.
51. Defendants’ material representations to Plaintiffs were false when made. Defendants’
omissions likewise were material. Defendants affirmatively misrepresented, and failed to disclose,
material information as discussed above.
52. Defendants misrepresented said material facts to Plaintiffs with actual knowledge of
the falsity of the representations in question, and failed to inform Plaintiffs of the true facts, for the
specific purpose of inducing Plaintiffs to allow MrRestore to undertake the work in question and for
the specific purpose of inducing Plaintiff Johnny Wells to enter into the agreement in question.
53. Plaintiffs reasonably relied on the material representations and omissions of
Defendants in agreeing to allow MrRestore to undertake the work in question and to induce Plaintiff
Johnny Wells to enter into the agreement in question. Plaintiffs would not have agreed to allow
MrRestore to undertake the work in question but for Defendants’ misrepresentations and omissions.
Similarly, Defendants benefitted from their misrepresentations and omissions by inducing Plaintiffs
to allow MrRestore to undertake the work in question, which they would not have done if
Defendants had made full disclosure of the true facts.
54. As a direct and proximate result of the material misrepresentations and omissions of
Defendants, and Plaintiffs’ reasonable reliance thereon, Plaintiffs are entitled to an award of
damages, including actual, incidental, consequential and special damages, and statutory damages,
against Defendants to compensate Plaintiffs for the injury and harm they have sustained as a result
of Defendants’ wrongful conduct in an amount in excess of the minimum jurisdictional limits of this
Court.

158
55. In addition, because the acts and omissions of Defendants were malicious and/or
resulted from gross negligence and/or fraud, Plaintiffs seek an award of exemplary and punitive
damages against Defendants in an amount to be determined by the trier of fact.
COUNT IV: ATTORNEYS' FEES, AND RELATED FEES AND COSTS
57. Pursuant to Section 27.01 of the Texas Business and Commerce Code, Chapters 12
and 38 of the Texas Civil Practice and Remedies Code and Section 17.50(d) of the Texas Business
and Commerce Code, Plaintiffs are entitled to recover from Defendants, jointly and severally, the
reasonable attorneys' fees they incur in the filing and prosecution of this matter and any appeal from
a judgment rendered herein. In addition, pursuant to Section 27.01 of the Texas Business and
Commerce Code, Plaintiffs are entitled to recover from Defendants, jointly and severally, the
reasonable expert witness fees, costs for copies of depositions, and costs of court they incur in the
filing and prosecution of this matter and any appeal from a judgment rendered herein.
58. Plaintiffs have performed all of their obligations to entitle them to recover reasonable
attorneys' fees, expert witness fees, costs for copies of depositions and costs of court pursuant to
Section 27.01 of the Texas Business and Commerce Code, Chapters 12 and 38 of the Texas Civil
Practice and Remedies Code, and/or Section 17.50(d) of the Texas Business and Commerce Code.
VI.
JURY DEMAND
59. Plaintiffs demand a jury trial and tender the appropriate fee.

159
VII.
USE OF DOCUMENTS AT TRIAL OR PRETRIAL PROCEEDING
60. Pursuant to Texas Rules of Civil Procedure 193.7, Plaintiffs intend to offer into
evidence all documents and tangible things produced by Defendants at trial or any pretrial
proceeding in the above matter.
VIII.
NO ELECTION OF REMEDIES
61. By filing this claim, Plaintiffs do not waive or release any rights, claims, causes of
action or defenses, or make any election of remedies which they have or may have, but expressly
reserves all such rights, claims, causes of action and defenses, whether or not the same have been
asserted or may be asserted hereafter in this or in any other proceeding; provided, however, that
Plaintiffs are not asserting any federal rights, claims or causes of action.
IX.
DAMAGES
62. Plaintiffs ask the jury to award them full damages in an amount to be determined by
the trier of fact and seek an award of actual, incidental, consequential and special damages, against
Defendants, jointly and severally, to compensate Plaintiffs for the injury and harm they have
sustained as a proximate result of Defendants’ wrongful conduct in an amount in excess of the
minimum jurisdictional limits of this Court, which includes, but is not limited to: (1) personal
property damage; (2) statutory damages; (3) mental anguish sustained by Plaintiffs in the past; and
(4) mental anguish that, in reasonable probability, Plaintiffs will sustain in the future.
63. Plaintiffs ask the jury to award them exemplary damages against Defendants because
the harm with respect to which Plaintiffs seek recovery of exemplary damages resulted from: (a)

160
malice (which means that there was a specific intent by Defendants to cause substantial injury or
harm to the plaintiff), (b) fraud, and/or (c) gross negligence (which means that the Defendants’ acts
and/or omissions (i) when viewed objectively from the Defendants’ standpoint at the time of the acts
and/or omissions involved an extreme degree of risk, considering the probability and magnitude of
potential harm to others and (ii) were such that the Defendants had an actual, subjective awareness
of the risk involved but nevertheless proceeded with conscious indifference to the rights, safety, or
welfare of others).
X.
REQUEST FOR DISCLOSURE
64. Pursuant to Texas Rule of Civil Procedure 194, Plaintiffs request Defendants to
disclose, within fifty (50) days of service of this request, all of the information or material described
in Rule 194.2 (a) - (l) of the Texas Rules of Civil Procedure.
XI.
DEFINITIONS AND INSTRUCTIONS FOR

PLAINTIFFS’ FIRST REQUEST FOR PRODUCTION,
FIRST SET OF INTERROGATORIES AND FIRST REQUESTS FOR ADMISSION
65. All responsive information or data that exists in electronic or magnetic form shall be
produced both in electronic or magnetic form, and in documentary form.
66. Unless otherwise indicated, as used herein, the term “Plaintiffs” shall refer to Johnny
Wells and April Wells, and their agents, employees and/or representatives.
67. Unless otherwise indicated, as used herein, the term “Defendants” shall refer to
Mercedes Restoration, LLC, individually and d/b/a MrRestore and d/b/a MrRestore.com, Clint Junell
and Stephen Mark Goacher, and their respective agents, employees and/or representatives.

161
68. Unless otherwise indicated, as used herein, the term the “MrRestore” shall refer to
Defendant Mercedes Restoration, LLC, individually and d/b/a MrRestore and d/b/a MrRestore.com,
and its respective agents, employees and/or representatives.
69. Unless otherwise indicated, as used herein, the terms the “Property” and the
“Residence” shall refer to that certain real property known as 7409 Bayhill Drive, Rowlett, TX
75088.
70. Unless otherwise indicated, as used herein, the term "Plaintiffs’ Original Petition"
shall refer to Plaintiffs’ Original Petition filed in this action, and all subsequent amendments and
supplements thereto.
71. Unless otherwise indicated, the use in this discovery request of the name of any party,
person, entity or business or governmental organization, shall specifically include any and all of its
agents, members, partners, trustees, employees, representatives, departments, sections, divisions,
predecessors, and affiliated or subsidiary entities.
XII.
FIRST REQUEST FOR PRODUCTION DIRECTED TO DEFENDANTS
72. Pursuant to Texas Rule of Civil Procedure 196, Plaintiffs request Defendants, within
fifty (50) days of service of this request, to produce for inspection and copying the following
documents and tangible things at the office of Plaintiffs’ counsel, Curtis L. Marsh, The Law Firm
of Curtis Marsh, PLLC, 900 Jackson Street, Suite 370, Dallas, Texas 75202:
REQUEST NO. 1:
Defendants’ complete file, including all of Defendants’ handwritten notes and

internal memoranda, relating to Plaintiffs.

162
REQUEST NO. 2:
All agreements between Plaintiffs and Defendants, or any of them, including all
“work authorizations,” and all drafts, amendments, attachments, modifications,
revisions and supplements thereto.
REQUEST NO. 3:
All correspondence (including faxes, e-mails, text messages and memoranda)

between Plaintiffs and Defendants, or any of them.
REQUEST NO. 4:
All documents, written material or other tangible things which evidence or reflect
communications between Plaintiffs and Defendants, or any of them, on the other
hand.
REQUEST NO. 5:
All documents, written material or other tangible things relating to cleaning, repair
or restoration services relating to the Property for the period beginning December 26,
2015 through and including the time of trial, including, all invoices, service requests,
and work or repairs orders.
REQUEST NO. 6:
All photographs, slides, videotapes, electronic images and motion pictures relating
to the subject matter of this action, including, without limitation, all photographs,
slides, videotapes, electronic images and motion pictures depicting Plaintiffs and/or
the Property.
REQUEST NO. 7:

between or among Defendants, or any of them, relating to the subject matter of this
action, including, Plaintiffs and/or the Property.
REQUEST NO. 8:
communications between or among Defendants, or any of them, relating to the
subject matter of this action, including, Plaintiffs and/or the Property.

163
REQUEST NO. 9:

between Defendants and any warranty companies, insurance carriers, insurance
adjusters, third party administrators (or any of them) relating to the subject matter of
this action.
REQUEST NO. 10:
communications between Defendants and any warranty companies, insurance
carriers, insurance adjusters, third party administrators (or any of them) relating to
the subject matter of this action.
REQUEST NO. 11:

between Defendants and any contractor, consultant or repairmen relating to the
Property for the period beginning December 26, 2015 through and including the time
of trial.
REQUEST NO. 12:
communications between Defendants and any contractor, consultant or repairmen
relating to the Property for the period beginning December 26, 2015 through and
including the time of trial.
REQUEST NO. 13:
All documents, written material or other tangible things which evidence or reflect the
scope or nature of the work performed or to be performed at the Property for the
period beginning December 26, 2015 through and including the time of trial,
including, all such documents, written material or other tangible things prepared by
or on behalf of any insurance company.
REQUEST NO. 14:
All of Defendants’ Xactimate estimates relating to the Property for the period
beginning December 26, 2015 through and including the time of trial.
REQUEST NO. 15:
All documents, written material or other tangible things generated by Defendants’

Job Dox system relating to the Property for the period beginning December 26, 2015
through and including the time of trial.

164
REQUEST NO. 16:
All estimates from any insurance company, warranty company, contractor, consultant
or repairmen relating to the Property for the period beginning December 26, 2015
REQUEST NO. 17:
All invoices from any warranty company, contractor, consultant or repairmen relating
to the Property for the period beginning December 26, 2015 through and including
the time of trial.
REQUEST NO. 18:
payment of monies by Defendants, or any of them, to any warranty company,
contractor, consultant or repairmen relating to the Property for the period beginning
December 26, 2015 through and including the time of trial, including, copies of all
checks relating thereto.
REQUEST NO. 19:
payment of monies by Defendants to any third parties relating to the Property for the
period beginning December 26, 2015 through and including the time of trial,
including, copies of all checks relating thereto.
REQUEST NO. 20:
each Defendant’s net worth for each year beginning January 1, 2015 through and
including the time of trial.
REQUEST NO. 21:
All federal, state and local income tax returns and franchise tax reports, including,
but not limited to, drafts of same and work papers supporting same, for each
Defendant for each tax year beginning with 2015 through and including the time of
trial.
REQUEST NO. 22:
All financial statements, including, but not limited to, statements of financial
condition, balance sheets, balance sheet supporting schedules, trial balances, income
statements, and statements of cash flow for each Defendant, for the period January

165
1, 2015 through and including the time of trial.
REQUEST NO. 23:
All appraisals relating to the Property for the period beginning December 26, 2015
REQUEST NO. 24:
whether Defendants, or any of them, have ever been convicted of a crime involving
moral turpitude or a felony, including, but not limited to, the jurisdiction, charge,
penalty or sentence, and the date of conviction.
REQUEST NO. 25:
All policies of indemnity or liability insurance and schedules relating thereto,

including, but not limited to, all primary, excess or umbrella policies, in force for the
time period beginning January 1, 2015, under which any person or entity may be
liable to satisfy part or all of a judgment which might be rendered in this action or to
indemnify or reimburse for payments made to satisfy a judgment which might be
rendered in this action as a result of the incident made the subject matter of this
action.
REQUEST NO. 26:
All documents, written material or other tangible things which evidence or reflect all
reservations of rights or denials of coverage on the part of any insurance carrier for
Defendants, or any of them, with respect to the claim in question.
REQUEST NO. 27:
All audio, electronic or video recordings of conversations related to the subject

matter of this action, including all audio, electronic or video recordings of
conversations involving Plaintiffs, or any of them.
REQUEST NO. 28:
All statements taken of or from any persons with knowledge of relevant facts.
REQUEST NO. 29:
payment of monies by Plaintiffs to Defendants, including copies of all checks relating
thereto.

166
REQUEST NO. 30:
All documents, written material or other tangible things relating to cleaning, repair
and/or restoration services relating to the Property for the period beginning December
26, 2015 through the time of trial, including, all invoices, service requests, work
orders and/or repair orders relating to same.
REQUEST NO. 31:
All agreements between or among Defendants, or any of them, relating to the

Property, and all drafts, amendments, attachments, modifications, revisions and
supplements thereto.
REQUEST NO. 32:
All documents, written material or tangible things which evidence or reflect the
persons or entities who are owners of MrRestore for the period beginning December
26, 2015 through the time of trial.
REQUEST NO. 33:
The corporate books and records of MrRestore.
REQUEST NO. 34:
All documents, written material or tangible things which evidence or reflect all
negotiations between Defendants and Plaintiffs relating to the Residence, including,
but not limited to, all memoranda and handwritten notes relating to same.
REQUEST NO. 35:

between Defendants and any third parties, or any of them, relating to the subject
matter of this action, including, Plaintiffs and/or the Property.
REQUEST NO. 36:
communications between Defendants and any third parties, or any of them, relating
to the subject matter of this action, including, Plaintiffs and/or the Property.
REQUEST NO. 37:
All sales literature, advertisements, brochures, articles, flyers, audiotape or videotape

recordings and promotional materials utilized to promote MrRestore for the period
beginning January 1, 2015 through and including the time of trial.

167
REQUEST NO. 38:
All handwritten notes and memoranda of Defendants relating to the Residence.
REQUEST NO. 39:
cleaning, repairs and restoration services undertaken at the Property, including, but
not limited to, all estimates or proposals relating to all cleaning, repairs and
restoration services undertaken at the Property.
REQUEST NO. 40:
representations which Defendants made to Plaintiffs relating to the Residence,
including but not limited to, the date and time of each communication, the content
of each communication and the identities of those persons to each communication
(name, address and telephone number).
REQUEST NO. 41:
All invoices, bills and/or receipts relating to all cleaning, repairs and/or restoration
services at the Residence, including, but not limited to, all documents, written
material or other tangible things which evidence or reflect the amounts which
Defendants invoiced or billed for said work.
REQUEST NO. 42:
payments made relating to all cleaning, repairs and/or restoration services relating to
the Residence, including, but not limited to, all payments made by any insurance
companies or warranty companies, including further, but not limited to, all cancelled
checks evidencing same.
REQUEST NO. 43:
All daytimers, calendars, datebooks, itineraries and diaries for Defendants relating
to the Residence.
REQUEST NO. 44:
All plans, drawings or blueprints relating to the Residence.

168
REQUEST NO. 45:
Each document and tangible thing which evidences or reflects the facts known by
each consulting expert whose opinions or impressions have been reviewed by a
testifying expert that relate to or form the basis of the consulting expert’s mental
impressions and opinions formed or made in connection with this action, regardless
of when and how the factual information was acquired.
REQUEST NO. 46:
Each document and tangible thing which evidences or reflects the mental impressions
and opinions formed or made in connection with this action for each consulting
expert whose opinions or impressions have been reviewed by a testifying expert.
REQUEST NO. 47:
Each document, tangible thing, report, model or data compilation that has been
provided to, reviewed by or prepared by or for each consulting expert whose opinions
or impressions have been reviewed by a testifying expert in anticipation of the
testifying expert’s testimony.
REQUEST NO. 48:
The most recent resume or curriculum vitae for each consulting expert whose
opinions or impressions have been reviewed by a testifying expert.
REQUEST NO. 49:
The most recent bibliography for each consulting expert whose opinions or
impressions have been reviewed by a testifying expert.
REQUEST NO. 50:
All contracts of employment and/or consultation relating to this action between

Defendants and each consulting expert whose opinions or impressions have been
reviewed by a testifying expert.
REQUEST NO. 51:
inspections of the Property, including, but not limited to, all property inspection
reports relating to same.

169
REQUEST NO. 52:
inspections of the Property.
REQUEST NO. 53:
All pleadings, settlement agreements and judgments from all lawsuits in which
Defendants, or any of them, were named as a party defendant, counter-defendant or
third party defendant for the period beginning January 1, 2007 through and including
the time of trial.
REQUEST NO. 54:
indictments, information, guilty pleas, factual statements, orders, pre-sentence
investigation reports, judgments and transcripts from sentencing in that certain action
styled and numbered: United States of America v. Clint William Junell,
4:11-CR-00198-ALM-CAN-1, United States District Court for the Eastern District
of Texas, Sherman Division.
REQUEST NO. 55:
All depositions, including all depositions by written questions, taken in this action.
REQUEST NO. 56:
All documents, written material or other tangible things which you have obtained
from any third parties by means of authorization, subpoena or otherwise, relating to
Plaintiffs.
XIII.
PLAINTIFF APRIL WELLS’

FIRST SET OF INTERROGATORIES TO DEFENDANTS
73. Pursuant to Texas Rule of Civil Procedure 197, Plaintiff April Wells requests
Defendants within fifty (50) days of service of this request, to answer separately and in writing each
of the following interrogatories and submit them to the undersigned attorney-of-record for Plaintiffs.
Subject to the exemption contained in Rule 197.2(d) of the Texas Rules of Civil Procedure,
Defendants should answer each of the following interrogatories under oath. Each Defendant should

170
include in his, her or its response all information within his, her or its possession, custody or control,
and within the possession, custody or control of his, her or its agents, employees, representatives or
attorneys.
INTERROGATORY NO. 1:
State the name, address and telephone number of each Defendant’s trial witnesses pursuant
to Texas Rule of Civil Procedure 192.3(d).
ANSWER:
Identify every lawsuit or arbitration proceeding in which each Defendant was named as a
plaintiff, defendant, petitioner or respondent beginning January 1, 2007, including the name of any
person or entity who has sought damages, the claims asserted, the names of the parties, the
jurisdiction in which such proceeding was filed, the docket number of the proceeding, and the
disposition of the proceeding.
ANSWER:
State whether each Defendant has been convicted of a crime involving moral turpitude or a
felony, or has been released from confinement imposed for a conviction for a crime involving moral
turpitude or a felony, during the past 10 years, including, but not limited to, the jurisdiction, charge,
penalty or sentence, and the date of conviction.
ANSWER:

171
State your net worth, including the computation or calculation of your net worth.
ANSWER:
State the legal theories and describe in general the factual basis for your defenses.
ANSWER:
XIV.
PLAINTIFFS’ FIRST REQUESTS FOR ADMISSION TO DEFENDANTS
74. Pursuant to Rules 192, 193 and 198 of the Texas Rules of Civil Procedure, Plaintiffs
request Defendants within fifty (50) days of service of this request, to answer separately and in
writing each of the following requests for admission and submit them to the undersigned attorney-of-
record for Plaintiffs.
REQUEST FOR ADMISSION NO. 1:
Attached as Exhibit A is a true and correct copy of a Factual Statement signed by Defendant
Clint Junell in that certain action styled and numbered: United States of America v. Clint William
Junell, 4:11-CR-00198-ALM-CAN-1, United States District Court for the Eastern District of Texas,
Sherman Division.
RESPONSE:

172
Attached as Exhibit B is a true and correct copy of that certain Consent to Administration of
Guilty Plea and Fed. Crim. P. 11 Allocution by United States Magistrate Judge signed by Defendant
Clint Junell in that certain action styled and numbered: United States of America v. Clint William
Sherman Division.
RESPONSE:
Attached as Exhibit C is a true and correct copy of that certain Final Order of Forfeiture
signed by United States District Judge Amos Mazzant in that certain action styled and numbered:
United States of America v. Clint William Junell, 4:11-CR-00198-ALM-CAN-1, United States
District Court for the Eastern District of Texas, Sherman Division.
RESPONSE:
Attached as Exhibit D is a true and correct copy of that certain Indictment filed October 12,
2011 in that certain action styled and numbered: United States of America v. Clint William Junell,
4:11-CR-00198-ALM-CAN-1, United States District Court for the Eastern District of Texas,
Sherman Division.
RESPONSE:

173
Attached as Exhibit E is a true and correct copy of that certain Information filed December
2, 2011 in that certain action styled and numbered: United States of America v. Clint William Junell,
Sherman Division.
RESPONSE:
Attached as Exhibit F is a true and correct copy of that certain Order Adopting Magistrate’s
Report and Finding Defendant Guilty on Count One of the Information dated December 9, 2011 in
that certain action styled and numbered: United States of America v. Clint William Junell,
Sherman Division.
RESPONSE:
Attached as Exhibit G is a true and correct copy of that certain Amended Judgment filed
April 15, 2015 in that certain action styled and numbered: United States of America v. Clint William
Sherman Division.
RESPONSE:

174
Defendant Clint Junell pled guilty to the felony offense known as Conspiracy to Commit
Mail Fraud, which is a violation of 18 U.S.C. § 371.
RESPONSE:
Defendant Clint Junell was guilty to the felony offense known as Conspiracy to Commit Mail
Fraud, which is a violation of 18 U.S.C. § 371.
RESPONSE:
Defendant Clint Junell obtained $1,073,896.88 in proceeds from certain mortgage lenders
pursuant to the felony offense known as Conspiracy to Commit Mail Fraud.
RESPONSE:
Defendant Clint Junell obtained $1,073,896.88 in proceeds from certain mortgage lenders
pursuant to the violation of 18 U.S.C. § 371.
RESPONSE:
United States District Judge Amos Mazzant ordered that Clint Junell forfeit to the United
States the sum of $1,073,896.88 as a result of Junell’s commission of the felony offense known as

175
Conspiracy to Commit Mail Fraud.
RESPONSE:
United States District Judge Amos Mazzant ordered that Clint Junell forfeit to the United
States the sum of $1,073,896.88 as a result of Junell’s violation of 18 U.S.C. § 371.
RESPONSE:
On or about April 15, 2015, United States District Judge Amos Mazzant entered a Judgment
ordering Clint Junell to serve five years probation and requiring him to pay restitution to certain
entities in the amount of $2,854,623.29.
RESPONSE:

176
XV.
REQUEST FOR RELIEF
Considering the premises, Plaintiffs requests that, upon final hearing, Plaintiffs have
judgment against Defendants as follows:
1. Damages, including actual, incidental, consequential, special and statutory damages,
against Defendants, jointly and severally, in excess of the minimum jurisdictional
limits of this Court;
2. Exemplary and additional damages against Defendants in an amount to be
determined by the trier of fact:
3. Prejudgment and post-judgment interest at the maximum rate(s) allowed by law on
the foregoing amounts;
4. Costs of suit; and
5. Such other and further relief to which Plaintiffs are justly entitled.
Dated: July 7, 2017.
THE LAW FIRM OF CURTIS MARSH, PLLC
/s/ Curtis Marsh
By:_______________________________________
Curtis L. Marsh
370 Founders Square

900 Jackson Street
Dallas, Texas 75202
214.573.6310 (Telephone)
214.752.1140 (Telecopy)
curtis.marsh@airmail.net
ATTORNEY FOR PLAINTIFFS

177

SHERMAN DIVISION

§
V. § NO. 4:11CR198
§ (Judge Crone)
FACTUAL STATEMENT
It is hereby stipulated and agreed by the defendant Clint William Junell
("Jonell") that the following facts are true and correct and that he understands and agrees,
with express consent of his counsel, Knox Fitzpatrick, that this Factual Statement may be
used by the Court to determine whether his plea is voluntary and knowing and by the
probation officer and the Court to determine an appropriate sentence for the offense
which he is pleading guilty.
A. Introduction
At all times material to the Information and this Factual Statement:
1. TH, PP, and MN were persons.
2. Junell and Baron Keith Hopgood ("Hopgood") operated Hopgood and
Associates, LLC, dba Hopell Homes. Hopell Homes was registered as a homebuilder
with the State of Texas.
EXHIBIT A
Factual Statement - Junell

Page 1
178
Frisco, Texas.

Page 2
179
A. The Object of the Conspiracy
11. From on or about October 1, 2004, and continuing through on or about
February 28, 2007, Junell and Hopgood caused materially false representations to be
made to residential mortgage lenders in order to obtain the funding of mortgage loans for
third party purchasers to make real estate purchases that would financially benefit
Hopgood and Junell.
B. The Manner and Means of the Conspiracy and the Scheme and Artifice
residence from Hopell Homes, Hopgood and Associates, or Quantum Homes. Junell
buyer needed to pay for the purchases of the home. Hopgood and Jun ell would then use

Page 3
180
buyer as the remitter of the check.
14. In execution of the conspiracy, the conspirators committed the following
overt acts in the Eastern District of Texas and elsewhere:
price of $128,000, and told TH, that he would receive a cash payment as a result of
making the purchase.
application that contained false material representations to be submitted to Meridias
Capital, on behalf of TH, for a loan of $128,000 to purchase the Kinston Street Property.

Page 4
181
Nevada.
i. On or about April 7, 2006, Junell issued a check in the amount of
j. In order to conceal their scheme and the kickbacks from the

Page 5
182
k. On or about September 13, 2006, Junell agreed with a representative
of Quantum Custom Homes that he would find a buyer to purchase the Short Street
Property from Quantum Custom Homes in return for a fee.
1. On or about September 13, 2006, Hopgood and Junell recruited PP
to purchase the Short Street Property from Quantum Custom Homes in return for a
payment of money to PP.
m. On or about September 13, 2006, PP executed a contract to purchase
the Short Street Property from Quantum Homes for the purported price of $390,000.
be submitted to M eridias Capital, on behalf of PP, that falsely represented the sales price
for the Short Street Property as $390,000.
p. On or about November 7, 2006, Junell, using funds from the
the loan closing.

Page 6
183
form for PP to be submitted to Meridias Capital that contained materially false statements
and representations, in that the mortgage loan application package reflected that the

Page 7
184
purchase price PP had to pay for the property was $350,000 when the purchase price was
substantially less than that amount. Jun ell overstated the amount of the purchase price to
include the amount of the kickback J unell would pay to PP.
Texas.
BDR Title.
bb. On or about August 30, 2006, in order to conceal the scheme and the
kickbacks from the mortgage lenders, Junell caused the Settlement Statement not to

Page 8
185
ee. On or about August 4, 2006, Hopgood recruited MN to purchase the
Bear Creek Trail Property from Hopell Homes for the purported price of $172,000.
included a sales contract that falsely reflected that the purchase price was $172,000 when
as, Hopgood and Junell knew, the purchase price was approximately $3,500 less than
that amount.
Title Company to send MN's loan application package and Settlement Statement for the
ii. On or about September 26, 2006, Hopgood and Junell caused BDR

Page 9
186
account.
jj. On or about September 29, 2006, in order to conceal the fact that the
Wild Oats Property
$155,000.
as Hopgood and Junell knew, the purchase price was approximately $3,000 less than that
amount.
and Associates bank account, that was provided to BDR Title to pay MN's closing costs
and down payment.
nn. On or about November 7, 2006, MN and Junell closed the sale of

Page 10
187
the loan to MN.
Title Company to send MN's loan application package and Settlement Statement for the
15. The use of private and commercial interstate carriers in the execution of the
scheme was reasonably foreseeable to Junell.

Page 11
188
DEFENDANT'S SIGNATURE AND ACKNOWLEDGMENT
I have read this Factual Statement and the Information or have had them read to me and
have discussed them with my attorney. I fully understand the contents of this Factual
Statement and agree without reservation that it accurately describes the events and my
acts.
Dated: I I 'I i
\
DEFENSE COUNSEL'S SIGNATURE AND ACKNOWLEDGMENT
I have read this Factual Statement and the Information and have reviewed them with my
client, Clint William Junell. Based upon my discussions with the defendant, I am
satisfied that the defendant understands the Factual Statement as well as the Information,
and is knowingly and voluntarily agreeing to these stipulated facts.
Dated: \ \ 1 1 ~L , ' 1.
/KNOX FITZPATRICK
Attorney for Defendant

Page 12
189
United States District Court

SHERMAN DIVISION

§
V. § Criminal No. 4:11CR198
§
§
CONSENT TO ADMINISTRATION OF GUILTY PLEA AND

FED. R. CRIM. P.11 ALLOCUTION
BY UNITED STATES MAGISTRATE JUDGE
The United States Magistrate Judge has informed me of my right to have my plea taken
by the District Judge, and after discussing the matter with my counsel, I hereby voluntarily agree
and consent to have United States Magistrate Judge Amos L. Mazzant hear the guilty plea and
make findings as to whether the plea was knowingly and voluntarily entered, and recommend to
the District Court whether the plea should be accepted. I understand that my guilty plea is
subject to approval and final acceptance by a United States District Judge and that sentencing
will be conducted by a United States District Judge.
In addition, I understand that I have the _right to give my plea before the sentencing judge
or the magistrate judge and have elected to so proceed before the magistrate judge.
I know that my testimony must be truthful and is under the penalty of perjury.
I understand my trial rights, including the right to maintain my plea of not guilty, the right
to remain silent, the right to call witnesses, the right to present evidence in my behalf, the right to
have a jury trial, the right to counsel or Court-appointed counsel if I cannot afford a lawyer who
would represent me at trial, the right to cross-examine witnesses who testify against me, and the
right not to be forced to testify if I choose not to testify.
EXHIBIT B
190
I understand by pleading guilty that I am giving up these rights, except the right of
counsel. By pleading guilty, I am also giving up certain rights guaranteed to citizens of the
United States of America. I may also have to forfeit any federal benefits I am now receiving. I
understand that, ifl am not a citizen of the United States of America, giving this plea of guilty
may affect my immigration status and may lead to deportation.
By pleading guilty, I am giving up the right to challenge any search or seizure which may
have involved my person or my property.
I am also aware that the Court will consult the Sentencing Guidelines in assessing my
sentence. However, I am also aware that the Court is not bound by these guidelines and that my
sentence may be greater or less than the recommended guideline range.
I am also aware that even though I may have received an estimate as to my possible range
of punishment, it is only an estimate. There may be other factors, such as prior criminal history,
my role or participation in the crime, the quantity of contraband attributed to me, or the use of
weapons that could increase my sentence.
I am also aware that the Court is not bound by any agreements between the government
and me.
I am making this plea of my own free will. I have not been forced to plead guilty, nor
have any promises been made to me other than what may be in my plea agreement if I have so
entered into a plea agreement with the government.
I am entering this plea of guilty because I am guilty, and I fully understand the charges
against me, including the statutory minimum and maximum penalties, as well as terms related to
supervised release, special assessment(s) and restitution.
191
I also understand that if the government is moving for any forfeiture, I have been fully
informed of the nature of the property to which I am surrendering my right, title, and interest.
I understand my appeal rights and that such rights may be limited by any plea agreement,
which might be limited by a waiver provision, which I fully understand. I also understand that
under no circumstances may I appeal my sentence or attempt to withdraw my plea of guilty if my
sentence or recommended sentence is greater than what I originally believed or was informed by
my counsel.
I understand that only the United States District Judge will determine my sentence.
If I have entered into a plea agreement, I fully understand the agreement and have no
reservation or questions surrounding the agreement. I represent that I am not under the influence
of any substances or medication that might cloud my judgment and that I am fully competent to
enter a plea before the Court. I understand that before I plead, if I have any questions concerning
these proceedings, I can freely consult with my lawyer.
I represent that I am satisfied with the representation provided me.
I have also signed a Factual Statement and represent that such is true and correct. I have
reviewed it and there are no material errors in what I have represented to the Court.
I make these statements above and attest herein under the penalty of perjury.
Signedthis~~~~-ayofDecember,2011. ~·~
~--·
De
Amos L. Mazzant
United States Magistrate Judge
192
IN THE UNITED STATES OF AMERICA

SHERMAN DIVISION

§
v. § NO. 4:11CR198
§ Judge Mazzant
FINAL ORDER OF FORFEITURE
On December 8, 2011, the defendant, Clint William Junell, entered into a plea
agreement with the United States in which he agreed that he had obtained $1,073,896.88
in proceeds from the offense alleged in Count One of the Indictment. Count One charges
a violation of 18 U.S.C. § 371, Conspiracy to Commit Mail Fraud. The United States has
filed a motion for $1,073,896.88 in United States currency. Fed. R. Crim. P. 32.2(c)(1)
provides that “no ancillary proceeding is required to the extent that the forfeiture consists
of a money judgment.”
Accordingly, the Court orders that the defendant forfeit to the United States the
sum of $1,073,896.88 pursuant to 18 U.S.C. § 981(a)(1)(C) and 28 U.S.C. § 2461 and
that a personal money judgment be issued for the same. Pursuant to Fed. R. Crim. P.
. 32.2(b)(3), this order of forfeiture shall become final as to the defendant at the time of
sentencing and shall be made part of the sentence and included in the judgment. The
United States may, at any time, pursuant to Fed. R. Crim. P. 32.2(e), move to amend this
order to substitute property to satisfy the money judgment in whole or in part.

SIGNED this 5th day of August, 2015.
EXHIBIT C
___________________________________
AMOS L. MAZZANT
193
PILED
U.~. t)l~lP-~IGT (;ltJl)f-ff
IN THE UNITED STATES DISTRICT~ DISTl41G[ dF Tc:XAS
FOR THE EASTERN DISTRICT OF TEXAS OCT 1 2 2011
SHERMAN DIVISION '
DAVIU J. fVIALA1\IU. CLERK
BY
UNITED STATES OF AMERICA § DEPUTY _ _ _ _ _ __
§
V. § NO. 4:llCRlQ-g
§ (JudgeDf~
CLINT WILLIAM JUNELL (1) §
INDICTMENT
THE UNITED STATES GRAND JURY CHARGES:
Introduction
At all times material to this Indictment:
1. TH, PP, and MN were persons known to the Grand Jury.
2. The defendants Clint William Junell ("Junell") and Baron Keith
Hopell Homes was registered as a home builder with the State of Texas.
Frisco, Texas.

Indictment
EXHIBIT D
194
Indictment
195
Count One

A. The Conspiracy
11. From on or about June 1, 2004, the exact date being unknown to the Grand
Jury, and continuing through on or about February 28, 2007, within the Eastern District of
Texas and elsewhere, Junell and Hopgood knowingly and wilfully combined, conspired,
confederated, and agreed together and with others unknown to the Grand Jury, to
knowingly send and deliver a matter and thing by private and commercial interstate .
carrier for the purpose of executing a scheme and artifice to defraud and to obtain money
and property from mortgage lenders by materially false and fraudulent pretenses,
representations and promises, a violation of 18 U.S.C. § 1341.
12. It was the object of the conspiracy and the scheme and artifice that Junell
Junell.
Indictment
196
15. As representative of the conspiracy, the conspirators took the following
actions in the Eastern District of Texas and elsewhere:
price of $128,000, and told TH he would receive a cash payment as a result of making the
purchase.
Indictment
197
application to be submitted to Meridias Capital, on behalf of TH for a loan of $128,000 to
purchase the Kinston Street Property.
Nevada.

Indictment
198
Quantum Custom Hornes that he would find a buyer to purchase the Short Street Property
from Quantum Custom Hornes in return for a fee.
purchase the Short Street Property from Quantum Custom Hornes in return for a payment
of money to PP.
rn. On or about October 25, 2006, PP executed a contract to purchase
the Short Street Property from Quantum Hornes for the purported price of $390,000.
I
be submitted, on behalf of PP, to Meridias Capital, which falsely represented the sales
price for the Short Street Property as $390,000.
p. On or about November 7, 2006, Jonell, using funds from the
the loan closing.
Indictment
199
form for PP to be submitted to Meridias Capital which contained materially false
Indictment
200
statements and representations, in that the mortgage loan application package reflected
the purchase price PP had to pay for the property was $350,000 when the purchase price
was substantially less than that amount. Junell overstated the amount of the purchase
price to include the amount of the kickback Junell would pay to PP.
Texas.
BDR Title.
bb. On or about August 30, 2006, in order to conceal their scheme and
. the kickbacks from the mortgage lenders, Junell caused the Settlement Statement not to
Indictment
201
ee. On or about August 4, 2006, Hopgood a:p.d Junell recruited MN to
$172,000.
when as, Hopgood and Junell lmew, the purchase price was approximately $3,500 less
than that amount.
Indictment
202
account.
Wild Oats Property
$155,000.
when as Hopgood and Junell knew, the purchase price was approximately $3,000 less
than that amount.
and Associates bank account, which was provided to BDR Title to pay MN' s closing
costs and down payment.
\_ rm. On or about November 7, 2006, MN and Junell closed the sale of
Indictment
June11, et al. - Page 10
203
the loan to MN.
Indictment
204

Pursuant to 18 U.S.C. § 982(a)(l) and 28 U.S.C. § 2461(c)
As the result of committing the offense alleged in this Indictment, the defendants
1. any property constituting, or derived from, and proceeds the defendants

obtained, directly or indirectly, as the result of such violation; and
2. any of the defendants' property used, or intended to be used, in any manner

1. Cash Proceeds
in this Indictment.
any act or omission of the defendants -
person;

Indictment
205
including bu~ not limited to all property, both real and personal owned by the defendants.
By virtue of the commission of the offense alleged in this Indictment, any and all
interest the defendants has in the above-described property is vested in and forfeited to
the United States.
A TRUE BILL
GRAND JURY FOREPERSON
JOHN M. BALES
UNITED STATES ATTORNEY
-/()-f{-)7-,,
Date
Assista nited States Attorney
Plano, Texas 75074
Telephone: (972) 509-1201
Fax: (972) 509-1213
andy. williams@usdoj.gov
Indictment
Junell, et al. - Page 13 206

SHERMAN DIVISION

§
V. § NO. 4:llCR- -
§ (Judge - - - - - -
NOTICE OF PENALTY
Count One

Penalty: A fine of not more than $250,000, and/or

more than 3 years.
Special
Assessment: $100.00
Indictment
207
IN THE UNITED STATES DISTRICT COURT FILED

FOR THE EASTERN DISTRICT OF TEXAS U.o. DISTO (;<>
1 nlCT COURT
SHERMAN D IVI SION EASTERN DISTRICT OF TEXAS
UNITED STATES OF AMERICA § DEC - 2 2011

§ DAVID J, MALAND, CLERK
V. § NO. 4:l 1CR19i~PUT'l
§ (Judge Crone) · •· · ·· ==
INFORMATION
THE UNITED STATES ATTORNEY CHARGES:
Introduction
At all times material to this Information:
1. TH, PP, and MN were persons known to the United States Attorney.
2. The defendant, Clint William Junell ("Junell"), and Baron Keith
Hopell Homes was registered as a homebuilder with the State of Texas.
Frisco, Texas.

EXHIBIT E
Information
Junell - Page 1
208
Information
Junell - Page 2
209
Count One

A. The Conspiracy
11. From on or about June 1, 2004, the exact date being unknown to the United
States Attorney, and continuing through on or about February 28, 2007, within the
Eastern District of Texas and elsewhere, Jonell and Hopgood knowingly and wilfully
combined, conspired, confederated, and agreed together and with others unknown to the
United States Attorney, to knowingly send and deliver a matter and thing by private and
commercial interstate carrier for the purpose of executing a scheme and artifice to defraud
and to obtain money and property from mortgage lenders by materially false and
fraudulent pretenses, representations and promises, a violation of 18 U.S.C. § 1341.
12. It was the object of the conspiracy and the scheme and artifice that Jun ell
Jonell.
13. Hopgood and/or Jonell would solicit a person ("buyer") to purchase a
Information
Junell - Page 3
210
D. The Actions of the Conspirators:
15. In execution of the conspiracy, the conspirators committed the following
overt acts in the Eastern District of Texas and elsewhere:
price of $128,000, and told TH that he would receive a cash payment as a result of
making the purchase.
Information
Junell - Page 4
211
application that contained false material representations to be submitted to Meridias
Capital, on behalf of TH, for a loan of $128,000 to purchase the Kinston Street Property.
cashier's check in the amount of $809 .56 payable to BDR Title.
Nevada.

Information
Junell - Page 5
212
Quantum Custom Homes that he would find a buyer to purchase the Short Street Property
from Quantum Custom Homes in return for a fee.
purchase the Short Street Property from Quantum Custom Homes in return for a payment
of money to PP.
m. On or about October 25, 2006, PP executed a contract to purchase
the Short Street Property from Quantum Homes for the purported price of $390,000.
be submitted to Meridias Capital, on behalf of PP, that falsely represented the sales price
for the Short Street Property as $390,000.
p. On or about November 7, 2006, Junell, using funds from the
the loan closing.
Information
Junell - Page 6
213
be used to pay PP' s closing costs.
form for PP to be submitted to Meridias Capital that contained materially false statements
Information
Junell - Page 7
214
and representations, in that the mortgage loan application package reflected that the
purchase price PP had to pay for the property was $350,000 when the purchase price was
substantially less than that amount. Jun ell overstated the amount of the purchase price to
include the amount of the kickback Junell would pay to PP.
Texas.
BDR Title.
bb. On or about August 30, 2006, in order to conceal the scheme and the
kickbacks from the mortgage lenders, Junell caused the Settlement Statement not to
Information
Junell - Page 8
215
ee. On or about August 4, 2006, Hopgood and Junell recruited MN to
$172,000.
as, Hopgood and Junell knew, the purchase price was approximately $3,500 less than
that amount.
Information
Junell - Page 9
216
account.
Wild Oats Property
$155,000.
as Hopgood and Junell knew, the purchase price was approximately $3,000 less than that
amount.
and Associates bank account, that was provided to BDR Title to pay MN' s closing costs
and down payment.
nn. On or about November 7, 2006, MN and Junell closed the sale of
Information
Junell - Page 10
217
the loan to MN.
Title Company to send MN's l~an application package and Settlement Statement for the
Information
Junell - Page 11
218

Pursuant to 18 U.S.C. § 982(a)(l) and 28 U.S.C. § 246l(c)
As the result of committing the offense alleged in this Information, the defendant
1. any property constituting, or derived from, and proceeds the defendant

obtained, directly or indin;ctly, as the result of such violation; and
2. any of the defendant's property used, or intended to be used, in,any manner

1. Cash Proceeds
in this Information.
any act or omission of the defendant -
person;

Information
Junell - Page 12
219
including but not limited to all property, both real and personal owned by the defendant.
By virtue of the commission of the offense alleged in this Information, any and all
interest the defendant has in the above-described property is vested in and forfeited to the
United States.
Respectfully Submitted,
JOHN M. BALES
TTORNEY
Assi ant U.S. Attorney

Plano, Texas 75074
Telephone: (972) 509-1201
Fax: (972) 509-1213
andy.williams@usdoj.gov
.Information
Junell - Page 13
220

SHERMAN DIVISION

§
V. § NO. 4:11CR198
§ (Judge Crone)
NOTICE OF PENALTY
Count One

Penalty: A fine of not more than $250,000, or twice

the amount of any pecuniary gain to the defendant,
or loss to one other than the defendant and/or
more than 3 years.
Special
Assessment: $100.00
Information
Junell - Page 14
221
UNITED STATES DISTRICT COURT EASTERN DISTRICT OF TEXAS

§
versus § CRIMINAL ACTION NO. 4:11-CR-198
§
ORDER ADOPTING MAGISTRATE JUDGE’S REPORT AND FINDING

DEFENDANT GUILTY ON COUNT ONE OF THE INFORMATION
On this day, the Court considered the Findings of Fact and Recommendation of United States
Magistrate Judge Amos L. Mazzant regarding Defendant’s plea of guilty to Count One of the
Information in the above-numbered cause. Having conducted a proceeding in the form and manner
prescribed by Fed. R. Crim. P. 11, the Magistrate Judge recommends that the Court accept the guilty
plea of the Defendant. The Court is of the opinion that the Findings of Fact and Recommendation
should be accepted.
It is accordingly ORDERED that the Findings of Fact and Recommendation of the United
States Magistrate Judge are hereby ADOPTED.
It is further ORDERED that Defendant’s guilty plea and the plea agreement are ACCEPTED
by the Court.
It is finally ORDERED that the Court finds Defendant guilty on Count One of the
.
Information.
SIGNED at Beaumont, Texas, this 7th day of September, 2004.
SIGNED at Beaumont, Texas, this 9th day of December, 2011.
EXHIBIT F
________________________________________
MARCIA A. CRONE
222
OAO 245CCase 4:11-cr-00198-ALM-CAN
(Rev. 09/08) Amended Judgment in a Criminal CaseDocument 105 Filed 04/15/15 Page 1(NOTE:
of 6 Identify
PageID #: with
Changes 661 Asterisks (*))
Sheet 1
United States District Court

Sherman
UNITED STATES OF AMERICA AMENDED JUDGMENT IN A CRIMINAL CASE
V.
CLINT WILLIAM JUNELL Case Number: 4:11CR00198-001
USM Number: 19240-078
Date of Original Judgment: 4/2/2015 James Knox Fitzpatrick
(Or Date of Last Amended Judgment) Defendant’s Attorney
Reason for Amendment:

G Correction of Sentence on Remand (18 U.S.C. 3742(f)(1) and (2)) G Modification of Supervision Conditions (18 U.S.C. §§ 3563(c) or 3583(e))
G Reduction of Sentence for Changed Circumstances (Fed. R. Crim. G Modification of Imposed Term of Imprisonment for Extraordinary and
P. 35(b)) Compelling Reasons (18 U.S.C. § 3582(c)(1))
G Correction of Sentence by Sentencing Court (Fed. R. Crim. P. 35(a)) G Modification of Imposed Term of Imprisonment for Retroactive Amendment(s)
✔ Correction of Sentence for Clerical Mistake (Fed. R. Crim. P. 36)
G to the Sentencing Guidelines (18 U.S.C. § 3582(c)(2))
G Direct Motion to District Court Pursuant G 28 U.S.C. § 2255 or

G 18 U.S.C. § 3559(c)(7)
G Modification of Restitution Order (18 U.S.C. § 3664)
THE DEFENDANT:
✔
G pleaded guilty to count(s) 1 of the Information
G pleaded nolo contendere to count(s)
which was accepted by the court.
G was found guilty on count(s)
after a plea of not guilty.
The defendant is adjudicated guilty of these offenses:
Title & Section Nature of Offense Offense Ended Count
18 U.S.C. § 371 Conspiracy to Commit Mail Fraud 02/28/2007 1
The defendant is sentenced as provided in pages 2 through 6 of this judgment. The sentence is imposed pursuant to
the Sentencing Reform Act of 1984.
G The defendant has been found not guilty on count(s)
✔ Count(s) remaining
G ✔ is G are dismissed on the motion of the United States.
G
It is ordered that the defendant must notify the United States Attorney for this district within 30 days of any change of name, residence,
or mailing address until all fines, restitution, costs, and special assessments imposed by this judgment are fully paid. If ordered to pay restitution,
the defendant must notify the court and United States attorney of material changes in economic circumstances.
4/2/2015
Date of Imposition of Judgment
Signature of Judge
Amos Mazzant
EXHIBIT G
United States District Judge
Name and Title of Judge
4/14/2015
223
Date
Case(Rev.
AO 245C
4:11-cr-00198-ALM-CAN Document 105 Filed 04/15/15 Page 2 of 6 PageID #: 662
09/08) Amended Judgment in a Criminal Case
Sheet 4 — Probation (NOTE: Identify Changes with Asterisks (*))
Judgment—Page 2 of 6
DEFENDANT: CLINT WILLIAM JUNELL
CASE NUMBER: 4:11CR00198-001
PROBATION
The defendant is hereby sentenced to probation for a term of: 5 years.
The defendant shall not commit another federal, state, or local crime.
The defendant shall not unlawfully possess a controlled substance. The defendant shall refrain from any unlawful use of a controlled
substance. The defendant shall submit to one drug test within 15 days of placement on probation and at least two periodic drug tests
thereafter as determined by the court.
✔
G The above drug testing condition is suspended, based on the court’s determination that the defendant poses a low risk of
future substance abuse. (Check, if applicable.)
✔
G The defendant shall not possess a firearm, ammunition, destructive device, or any other dangerous weapon. (Check, if applicable.)
✔
G The defendant shall cooperate in the collection of DNA as directed by the probation officer. (Check, if applicable.)
G The defendant shall comply with the requirements of the Sex Offender Registration and Notification Act (42 U.S.C. § 16901, et seq .)
as directed by the probation officer, the Bureau of Prisons, or any state sex offender registration agency in which he or she resides,
works, is a student, or was convicted of a qualifying offense. (Check. if applicable.)
G The defendant shall participate in an approved program for domestic violence. (Check, if applicable.)
If this judgment imposes a fine or restitution, it is a condition of probation that the defendant pay in accordance with the
Schedule of Payments sheet of this judgment.
The defendant shall comply with the standard conditions that have been adopted by this court as well as with the additional
conditions on the attached page.
STANDARD CONDITIONS OF SUPERVISION

1) the defendant shall not leave the judicial district without the permission of the court or probation officer;
2) the defendant shall report to the probation officer and shall submit a truthful and complete written report within the first five days
of each month;
3) the defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer;
4) the defendant shall support his or her dependents and meet other family responsibilities;
5) the defendant shall work regularly at a lawful occupation, unless excused by the probation officer for schooling, training, or other
acceptable reasons;
6) the defendant shall notify the probation officer at least ten days prior to any change in residence or employment;
7) the defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute, or administer any controlled
substance or any paraphernalia related to any controlled substances, except as prescribed by a physician;
8) the defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered;
9) the defendant shall not associate with any persons engaged in criminal activity and shall not associate with any person convicted of
a felony, unless granted permission to do so by the probation officer;
10) the defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of
any contraband observed in plain view of the probation officer;
11) the defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer;
12) the defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the
permission of the court; and
13) as directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant’s criminal
record, personal history, or characteristics and shall permit the probation officer to make such notifications and confirm the
defendant’s compliance with such notification requirement.
224
AO 245C (Rev. 09/08) Amended Judgment in a Criminal Case
Sheet 4A — Probation (NOTE: Identify Changes with Asterisks (*))
Judgment—Page 3 of 6
ADDITIONAL PROBATION TERMS

The defendant shall provide the probation officer with access to any requested financial information for
purposes of monitoring payment of restitution and efforts to obtain and maintain lawful employment.
The defendant shall not incur new credit charges or open additional lines of credit without the approval
of the probation officer unless payment of any financial obligation ordered by the Court has been paid
in full.
The defendant shall not participate in any form of gambling unless payment of any financial obligation
ordered by the Court has been paid in full.
The defendant shall not be employed in a position in any capacity that directly or indirectly allows him
to conduct financial transactions with lending institutions.
225
Case(Rev.
AO 245C
4:11-cr-00198-ALM-CAN Document 105 Filed 04/15/15 Page 4 of 6 PageID #: 664
09/08) Amended Judgment in a Criminal Case
Sheet 5 — Criminal Monetary Penalties (NOTE: Identify Changes with Asterisks (*))
Judgment — Page 4 of 6
CRIMINAL MONETARY PENALTIES
The defendant must pay the following total criminal monetary penalties under the schedule of payments on Sheet 6.
Assessment Fine Restitution
TOTALS $ 100.00 $ 0.00 $ 2,854,623.29
G The determination of restitution is deferred until . An Amended Judgment in a Criminal Case (AO 245C) will be
entered after such determination.
✔
G The defendant shall make restitution (including community restitution) to the following payees in the amount listed below.
If the defendant makes a partial payment, each payee shall receive an approximately proportioned payment, unless specified otherwise
in the priority order or percentage payment column below. However, pursuant to 18 U.S.C. § 3664(i), all nonfederal victims must be paid
before the United States is paid.
Name of Payee Total Loss* Restitution Ordered Priority or Percentage

AURORA LOANS SERVICES, LLC $115,000.00 0%
CENTRAL MORTGAGE COMPANY $18,800.00 0%
BANK OF AMERICA HOME LOANS $456,600.00 0%
DLJ MORTGAGE CAPITAL, INC. $48,900.00 0%
EMC MORTGAGE CORP $56,800.00 0%

FIRST FRANKLIN MORTGAGE LOAN TRUST $112,000.00 0%
FREEMONT INVESTMENT & LOAN $98,000.00 0%
JP MORGAN CHASE $595,600.00 0%
LITTON LOAN SERVICING, LP $72,899.00 0%
MORGAN STANLEY ABS CAPITAL, INC $34,000.00 0%
SELECT PORTFOLIO SERVICING, LP $799,123.00 0%
TOTALS $ $ 2,854,623.29
G Restitution amount ordered pursuant to plea agreement $
G The defendant must pay interest on restitution and a fine of more than $2,500, unless the restitution or fine is paid in full before the
fifteenth day after the date of the judgment, pursuant to 18 U.S.C. § 3612(f). All of the payment options on Sheet 6 may be subject
to penalties for delinquency and default, pursuant to 18 U.S.C. § 3612(g).
✔
G The court determined that the defendant does not have the ability to pay interest, and it is ordered that:
✔
G the interest requirement is waived for G fine ✔ restitution.
G
G the interest requirement for G fine G restitution is modified as follows:
* Findings for the total amount of losses are required under Chapters 109A, 110, 110A, and 113A of Title 18 for offenses committed on or
after September 13, 1994, but before April 23, 1996.
226
Sheet 5B — Criminal Monetary Penalties (NOTE: Identify Changes with Asterisks (*))
ADDITIONAL RESTITUTION PAYEES

Priority or
Name of Payee Total Loss* Restitution Ordered Percentage
THE CIT GROUP CONSUMER FINANCE $10,467.00 0%
WILLOW BEND MORTGAGE $97,710.29 0%
ONE WEST BANK $160,899.00 0%
BANK OF AMERICA HOME LOANS $177,825.00 0%
* Findings for the total amount of losses are required by Chapters 109A, 110, 110A, and 113A of Title 18 for offenses committed
on or after September 13, 1994, but before April 23, 1996.
227
Sheet 6 — Schedule of Payments (NOTE: Identify Changes with Asterisks (*))
SCHEDULE OF PAYMENTS
Having assessed the defendant’s ability to pay, payment of the total criminal monetary penalties shall be due as follows:
A ✔
G Lump sum payment of $ 100.00 due immediately, balance due
G not later than , or

✔
G in accordance with G C, G D, G E, or ✔F below; or
G
B G Payment to begin immediately (may be combined with G C, G D, or G F below); or
C G Payment in equal (e.g., weekly, monthly, quarterly) installments of $ over a period of
(e.g., months or years), to commence (e.g., 30 or 60 days) after the date of this judgment; or
D G Payment in equal (e.g., weekly, monthly, quarterly) installments of $ over a period of

(e.g., months or years), to commence (e.g., 30 or 60 days) after release from imprisonment to a
term of supervision; or
E G Payment during the term of supervised release will commence within (e.g., 30 or 60 days) after release from
imprisonment. The court will set the payment plan based on an assessment of the defendant’s ability to pay at that time; or
F ✔
G Special instructions regarding the payment of criminal monetary penalties:
Payment to begin immediately. Any amount that remains unpaid when the defendant's supervision commences is to be paid on a monthly basis at a
rate of at least 10% of the defendant's gross income, to be changed during supervision, if needed, based on the defendant's changed circumstances,
pursuant to 18 U.S.C. Section 3664(k). Additionally, 100% of receipts received from gifts, tax returns, inheritances, bonuses, lawsuit awards, and
any other receipt of money (to include, but not limited to, gambling proceeds, lottery winnings, and found money) must be paid toward the unpaid
fine balance within 5 days of receipt.
Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due
during the period of imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons’
Inmate Financial Responsibility Program, are made to: the U.S. District Court, Fine & Restitution, 1910 E SE Loop 323 No 287, Tyler, TX 75701
The defendant shall receive credit for all payments previously made toward any criminal monetary penalties imposed.
✔
G Joint and Several
Defendant and Co-Defendant Names and Case Numbers (including defendant number), Joint and Several Amount, and
corresponding payee, if appropriate.
*The defendant is jointly and severally liable with the following convicted defendants: co-defendant Baron Keith
Hopgood (4:11CR198-2); Clifford James Berlin (4:12CR66); Besnik Lusha (4:11CR105); and jointly and severally with
the following defendants, if convicted: Dean Edward Buescher (4:12CR124); Michael Jerome Edwards (4:13CR94);
and Lawrence Michael Day (4:13CR94-1); to pay restitution totaling $2,854,623.29.
G The defendant shall pay the cost of prosecution.
G The defendant shall pay the following court cost(s):
G The defendant shall forfeit the defendant’s interest in the following property to the United States:
Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal,
(5) fine interest, (6) community restitution, (7) penalties, and (8) costs, including cost of prosecution and court costs.
228
FILED
DALLAS COUNTY
EXHIBIT "J" 4/11/2016 11:07:34 AM
FELICIA PITRE
DISTRICT CLERK
CITY OF DALLAS, § IN THE DISTRICT COURT

§
§
Plaintiff, §
v. § 162ND DISTRICT COURT
§
CAROLYN GALVAN-RODRIGUEZ AND §
MICHAELE. RODRIGUEZ §
§
Defendants. § DALLASCOUNTY,TEXAS
§
DEFENDANTS' ORIGINAL ANSWER
Defendants Carolyn Galvan-Rodriguez and Michael E. Rodriguez (collectively
"Defendants") file their Original Answer to Plaintiffs Original Petition in the above-entitled and
numbered case, and respectfully show the Court the following:
I.
GENERAL DENIAL
Pursuant to Texas Rule of Civil Procedure 92, Defendants deny generally each and all of
the allegations contained in Plaintiffs Original Petition, demands strict proof thereof by
preponderance of the evidence, and of this general denial pray judgment of the Court. Further,
Defendants demand strict proof by a preponderance of the credible evidence of any and all
claims, charges and allegations which may be urged by Plaintiff.
PRAYER
WHEREFORE Defendants Carolyn Galvan-Rodriguez and Michael E. Rodriguez prays
that Plaintiff takes nothing against it, and that Defendants be discharged and recover all costs,
DEFENDANTS' ORIGINAL ANSWER Page I
229
and for such other and further relief, both general and special, both in law and in equity, to which
it may be justly entitled.
CHERRY PETERSEN LANDRY ALBERT LLP
By: Isl W. "Trey" R. Oyer, III

W. "Trey" R. Dyer, III
Email: tdver@cplalaw.com
Kartik M. Singapura
Email: ksingapura@cplalaw.com
8350 North Central Expressway, Suite 1500

Dallas, Texas 75206
(214) 265-7007 Telephone
(214) 265-7008 Facsimile
ATTORNEYS FOR DEFENDANTS
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing has been served on all
counsel of record, via electronic filing, on April 11, 2016.
Matthew K. Saliba
Mark Baggett
Kyle F. Paur
1500 Marilla Street, 7BN
Dallas, Texas 7520 I
Email: matthew.sal i ba@dallascityhall.com
Email: mark. baggett@dal lascityhal I.com
Email: kvl .pau r(@c.lallascityhall.com
Isl W. "Trey" R. Dyer. III

W. "Trey" R. Dyer, III
DEFENDANTS' ORIGINAL ANSWER Page 2
230
EXHIBIT K
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP

OF
1 MICO 12, LP, LLP
This First Amendment to Agreement of Limited Partnership of 1 Mico 12 LP, LLP

("First Amendment") is made and entered into as of the l 51 day of April, 2018 (the "Effective
Date"), by and among MicoMiguel LLC, a Texas limited liability company (the "General
Partner"), Mico Restaurant Partners LLP ("MRP"), William L. Hutchinson, ("Hutchinson"),
Jeffrey H. Coleman ("Coleman"), Domingo Garcia ("Garcia"), CTM2, LLC f'CTM2"), Stephen R.
Summers ("Summers"), Ray W. Washbume Family Trust ("Ray Washbume Trust"), Richard P.
Washburne Family Trust ("Richard Washbume Trust"), R.P. McNutt GS Trust ("RPM-GS Trust"),
Harvey Carter ("Carter"), and Murry Holland ("Holland") (MRP, Hutchinson, Coleman, Garcia,
CTM2, Summers, Ray Washbume Trust, Richard Washbume Trust, RPM-GS Trust, Trust, Carter,
and Holland sometimes collectively hereinafter referred to as the "Limited Partners"), being
limited partners and investor limited partners of 1 Mico 12, LP, LLP (the "Partnership") (the
General Partner and Limited Partners sometime referred to herein as the "Partners").
RECITALS
WHEREAS, by Agreement of Limited Partnership of 1 Mico 12 LP, LLP, dated September

2, 2011 (the "Partnership Agreement"), the Partnership was formed for the purpose of engaging
in the ownership, operation, and management of a restaurant on leased premises located at 4444
McKinney Avenue, Dallas, Texas 75205 (the "Restaurant");
WHEREAS, from time to time certain minority limited partners have attempted to interfere
with the operations and management of the Restaurant and threatened to restrict the General Partner
from carrying out its duties to operate the Restaurant;
WHEREAS, the authority to operate the Restaurant was expressly given to the General
Partner pursuant to paragraphs 7.1 and 7.4 of the Partnership Agreement;
WHEREAS, the primary purpose of the Partnership and Partnership Agreement is to keep
the Restaurant operating for the benefit of the Partnership;
WHEREAS, the undersigned Partners, constituting more than 51 % of the

Partnership, desire to make certain modifications to the Partnership Agreement; and,
WHEREAS, all of the recitals contained herein are true and correct and constitute a part of
this Amendment.
NOW, THEREFORE, the undersigned Partners, hereby agree to amend the Partnership
Agreement as follows:
l. Any and all disagreements by, between, and amongst any of the partners of the
Partnership and/or the Partnership and/or the General Partner can be measured by money damages.
Any equitable remedies such as temporary restraining orders, restraining orders, equitable
injunctions, receiverships, and the like, will not serve the Partnership' s best interests and no

OF 1 MICO 12 LP, LLP Page I of 4
231
equitable remedies may be sought against the Partnership and/or the General Partner without first
obtaining the unanimous written consent of all the Partners who signed the Partnership Agreement
to do so.
2. No partner or group of partners who has not first obtained the unanimous written
consent of the Partners who signed the Partnership Agreement can seek any equitable remedies
against any other Partner, the Partnership, or the General Partner.
3. Any partner or group of partners who violates the prov1s10ns of this First
Amendment, as set forth above, shall be liable to the Partnership for all fees, costs, damages, and
attorneys' fees associated with any Partner, the Partnership and/or the General Partner defending
said action. Moreover, any partner in violation of the provisions of this First Amendment shall be
required to immediately reimburse and pay the Partner, Partnership, and/or the General Partner all
costs, expenses, attorneys fees and damages incurred within five (5) days after demand is made by
the Partner, Partnership and/or the General Partner. In the event the breaching partner does not
submit payment within five days, the Partnership or the General Partner may elect to deduct the
unpaid fees, costs, damages, and attorneys' fees from the breaching partner's distribution.
2. Except to the extent modified herein, all of the other terms and provisions of the
Partnership Agreement shall continue in full force and effect and the Partnership Agreement shall
remain enforceable and binding in accordance with its terms.
3. Each of the undersigned warrant and represent that they to have all requisite power,
authority and capacity to execute this Amendment in the capacity in which he, she or it has signed
below.
THE UNDERSIGNED have agreed to and executed this First Amendment to Agreement of
Limited Partnership of 1 Mico 12 LP, LLP to be effective on the day and year first above written.
PARTNERSHIP:
1 Mico 12 LP, LLP

a Texas limited partnership
By: MicoMiguel, LLC

a Texas limited liability company
Its General Partner
M hael Rodriguez
Managing Member

OF 1 MICO 12 LP, LLP Page 2 of 4
232
GENERAL PARTNER:
MicoMiguel, LLC
a Texas limited liabilit company
Mien Rodriguez
Managing
ACCEPTED, ACKNOWLEDGED AND AGREED TO
LIMITED PARTNERS

By its General Partner, MicoMiguel, LLC
By~
~z
Managing Member
Bill Hutchinson
Jeff Coleman
INVESTOR LIMITED PARTNERS
Ray W. Washburne Family Trust
By: - - -- - - - - - - -- - -
Richard P. Washburne Family Trust
FIRST AMENDMENT TO AGREEMENT OF LTh1ITED PARTNERSHIP

233
GENERAL PARTNER:
MicoMiguel, LLC
By: _ _ _ _ _ _ _ _ _ _ _ __
Michael Rodriguez
Managing Member
LIMITED PARTNERS

By: _ _ __ _ _ _ _ _ __ __
Michae Rodriguez
Mice C
M
Jeff Coleman
By: _ _ _ _ _ _ _ _ _ _ _ __
Ray Washburne, Trustee

234
GENERAL PARTNER:
MicoMiguel, LLC
By:
Michael Rodriguez
Managing Member
LIMITED PARTNERS

By:
Michael Rodriguez
MicoMiguel, LLC
Managing Member
Bill Hutchinson
\
Jeff Coleman
By:

235
Truste
utt., Trustee
FffiST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP

Page4 of4
OF 1 MICO 12 LP~ LLP
236
By:
RPM-GS TRUST
By:
Robert P. McNutt, Trustee
CTM2, LLC
By:
Charles Solomon, Jr.
Stephen R. Summers
Domingo Garcia
Harvey Carter
Murry Holland
____________________________________
Buddy Cramer

237

Mico Rodriguez&#39;s Counterclaim

Enviado por

Dados do documento

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

Mico Rodriguez&#39;s Counterclaim

Enviado por

Direitos autorais:

Formatos disponíveis

FILED

RTR DINING VENTURES, LLC AND § IN THE DISTRICT COURT

DEFENDANTS’ ORIGINAL COUNTER-CLAIMS, THIRD-PARTY CLAIMS AND

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW, Defendants Michael Rodriguez (“Mico”) and

MicoMiguel,LLC (collectively hereinafter “The Mico Parties”) and files this,

Defendants’ Original Counter-claims, Third-Party Claims and Application for

show unto the Court as follows:

1. One of the greatest female entrepreneurs in American history once

“People are definitely a company’s greatest asset. It doesn't make any

– MARY KAY ASH

2. Unfortunately, this action arises out of the unlawful acts of one of

limited to the Defendants’ fraud, fraudulent misrepresentation, tortious

interference, negligent misrepresentations, breaches of fiduciary duties,

misappropriation of trade secrets, legal malpractice, and violations of the Texas

have knowingly, recklessly, and/or negligently engaged, in conduct designed to

DISCOVERY CONTROL PLAN

3. Discovery shall be conducted under Level 2 pursuant to Rule 190.3

of the TEXAS RULES OF CIVIL PROCEDURE.

4. Plaintiff and Counter-Defendant RTR Dining Ventures,

Rogers and one of the heirs to the Mary Kay fortune.

5. Plaintiff and Counter-Defendant Mesero Holdings, LLC

through its Counsel of Record John T. Cox III.

6. Plaintiff and Counter-Defendant Mesero Restaurant Group,

7. Plaintiff and Counter-Defendant Mesero Restaurants, LLC

(“Mesero Restaurants”) is a wholly-owned subsidiary of Mesero and is a limited

Dallas, Texas 75205 or wherever else he may be found.

8. Plaintiff and Counter-Defendant Mesero Restaurants –

Prestonwood, LLC (“Mesero Prestonwood”) is a wholly-owned subsidiary of

9. Plaintiff and Counter-Defendant Mesero Restaurant – Legacy,

LLC (“Mesero Legacy”) is a wholly-owned subsidiary of Mesero and is a limited

Dallas, Texas 75205, or wherever else he may be found.

10. Plaintiff and Counter-Defendant Mesero Restaurants –

Clearfork, LLC (“Mesero Clearfork”) is a wholly-owned subsidiary of Mesero and

11. Defendant 1 MICO 12, LP, LLP (the “LP”) is a limited

Texas 75205; and/or, (5) wherever he may be found.

Michael Rodriguez (“Mico”) is an individual who is a citizen of the State of

Texas and resides in Dallas County.

13. Defendant, Counter-Plaintiff and Third-Party Plaintiff

MicoMiguel, LLC (“MicoMiguel”) is a limited liability company organized and

14. Third-Party Defendant, Ryan T. Rogers (“Rogers”) is an

15. Third-Party Defendant, Woodrow Robert “Trey” Dyer III

16. Third-Party Defendant, Matt Fleeger (“Mr. Fleeger”) is an

or wherever else he may be found.

17. Third-Party Defendant, Defendant Cherry Petersen Landry

Albert, LLP (“CPLA”) is a Texas limited liability partnership doing business at

18. The Parties RTR, MH, Mesero, Mesero Restaurants, Mesero

sometimes collectively hereinafter referred to as the “Dyer Defendants.”

servants, employees, and/or partners, of one or more or all of the other

servant relationship, employer-employee relationship, and/or partnership, joint

venture or co-venture, and with the knowledge, consent, approval, direction,

understanding, agreement, and/or ratification of one or more or all of the

20. Unless a particular Defendant is named, whenever this Petition

Defendant acting individually, jointly and severally.

JURISDICTION & VENUE

lawsuit occurred in Dallas County, Texas.

seek monetary relief over $1,000,000.00.1

THE CORPORATE STRUCTURE

brought to life by Mico Rodriguez (“Mico”). Mr. Mesero on McKinney, while

liability partnership doing business in Dallas County, Texas. 1 Mico 12 is comprised

Restaurant Partners, LLP (“MRP”), Bill Hutchinson (“Hutchinson”), and Jeff

Coleman (“Coleman”), and a plethora of Investor Limited Partners. The listed

Buddy Cramer (“Cramer”), David Harrison (“Harrison”), Domingo Garcia

(“Garcia”), Steve Schenkel (“Schenkel”), Stephen Summers (“Summers”), the

Mico Rodriguez's Counterclaim

Mico Rodriguez's Counterclaim