Representative Matters

Represented client in connection acquisition of large acreage and sale of same to commercial developer for lease by anchor grocery tenant, and additional sale of commercial pad sites and acreage for development of a residential subdivision to homebuilder partnership. The transaction included the negotiation and drafting of access easements and of development agreements to ensure appropriate allocation of costs and responsibilities for completion of regional roadway, utility and drainage facilities serving the commercial outparcels and residential subdivision to be developed, and the client’s retained land to be developed for commercial uses. The subject property covers jurisdictions of two different municipalities (Conroe and Willis) and two separate in city municipal utility districts contributing to the water, wastewater, drainage and roadway facilities and improvements serving the intended development. In this regard, the transaction also included financing and development agreements with MUDs in the formed for two municipalities.

Represented the lender in the negotiation and financing of a Cessna 500

Represented of national home builder in the acquisition of an approximately acreage tract of land in Harris County for development as a residential subdivision community, and negotiation of associated conveyance documents, land bank documents, development agreements with adjacent land developer, and financing and reimbursement agreements with the Municipal Utility District.

Represented developer/purchaser of acreage and residential lots in Fort Bend County, and related negotiation of development and cost reimbursement agreements with City and municipal utility district.

Private placement of debt and equity securities for a manufacturer of waste water processing equipment and developer of facilities to convert municipal waste water biosolids into a renewable energy source.

Represented real estate developer in dispute arising from the seller’s breach of a contract for the sale of real estate. The seller executed the contract for sale to the developer, but refused to close the sale, claiming the agent that brokered the deal did not have authority to negotiate on its behalf.

Represented a Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

Represented owner in resolving contract disputes and project close out of a $128 million athletic complex.

Represented a manufacturer of frac and mud pumps utilized in the oilfield in breach of contract and fraudulent inducement action against company providing engineering and design support of equipment. Obtained a favorable settlement on behalf of client.

Representation of the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.

Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.

Successfully settled a theft of trade secrets case in which a former employee downloaded the entire contents of his former employer’s cloud-based information system to several different electronic devices just prior to giving notice of his resignation. In this dispute, former employee left a geosynthetic lining company to work for a competitor performing a substantially similar role in the same geographic region. Obtained a temporary restraining order and temporary injunction enjoining the former employee from using any of his former employer’s confidential information while working at the competitor. Through the pendency of the suit, conducted an electronic forensic review of the former employee’s electronic devices and cloud-based storage systems discovering evidence of spoliation. After a spoliation motion was filed, the matter was successfully resolved.

Expansion of a cloud-based voice, internet and unified communication services provider through multiple acquisitions of regional VoIP service providers, including negotiation and simultaneous closing of an amended credit agreement to provide financing for the transactions, negotiation of buyout and freeze out transactions relating to minority interests in subsidiaries and satisfaction of outstanding warrants, and utilization of representations and warranty insurance to mitigate post transaction risk and provide added security for loan.

Won a unanimous jury verdict of $1.3 million on behalf of two former partners of an accounting firm based on the accounting firm’s failure to pay amounts owed to the partners following their separation from the firm, including amounts owed to them for the repurchase of their shares of stock in the accounting firm. The jury also unanimously rejected a counterclaim filed by the accounting firm in which the firm sought more than $750,000 in damages based on alleged breaches of non-compete provisions, confidentiality provisions, and buy-sell provisions of the partners’ employment agreements which would have required the former partners to pay the firm for any clients that left with the former partners.

Won a unanimous jury verdict of $1.3 million on behalf of two former partners of an accounting firm based on the accounting firm’s failure to pay amounts owed to the partners following their separation from the firm, including amounts owed to them for the repurchase of their shares of stock in the accounting firm.   The jury also unanimously rejected a counterclaim filed by the accounting firm in which the firm sought more than $750,000 in damages based on alleged breaches of non-compete provisions, confidentiality provisions, and buy-sell provisions of the partner’s employment agreements which would have required the former partners to pay the firm for any clients that left with the former partners.