Representative Matters

Sale of a hazardous and non-hazardous chemicals and waste transportation business to a private equity controlled supply chain services company.

Representation of transportation authority on the drafting and negotiation of lease to local governmental corporation and related agreements of approximately 30 miles of rail-banked corridor for purposes of development of trail system.

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

Represent buyers and sellers of various types of aircraft, including a: Gulfstream G700, Bombardier Global 5000 Business Jet, Hawker 800XP, Pilatus PC-12NG, Citation I SP, TBM 930, TBM 850, TBM 700, Diamond DA62, Robinson R44 Helicopter, and Robinson R22 Helicopter.

Sale of a privately owned overhead and underground construction and maintenance services company to a private equity backed purchaser.

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.

Representing Houston-based real estate developer in Texas state court action involving claims for breach of contract and declaratory judgment related to a retail anchor-tenant’s breach of its lease and the resulting delay in funding and construction of a sizeable mixed-use commercial retail development.

Lead counsel in connection with the recapitalization of the company in joint venture with Almanac Realty and lead outside counsel for subsequent acquisition, development and financing transactions

Represented refinery services company that sells proprietary products and services to petroleum and chemical refineries globally in a lawsuit against a group of contractors that misappropriated our client’s proprietary products and services. After successfully securing discovery from refineries in foreign countries confirming the facts supporting our client’s claims, the matter settled with our client receiving every dollar of lost sales and effectively ending the former contractor’s attempts to establish a competing company.

Represented a world leader in premium insulation coatings against a former distributor based on claims for breach of a written distributor agreement, as well as claims for breach of oral agreements or, alternatively, quasi-contractual claims such as promissory estoppel and unjust enrichment. Following written discovery and depositions of the named parties, certain third-parties, and experts, both parties moved for summary judgment we moved on all of plaintiff’s claims and plaintiff moved solely on liability for its contractual claims. With the summary judgment motions pending, the matter settled on confidential terms.

Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of their valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on pre-sale representations allegedly made by the entrepreneurs. In doing so, the buyer sought to avoid paying the bulk of the purchase price for the entrepreneurs company. On competing summary judgment motions, the New York Supreme Court Commercial Division rejected the buyer’s claims (including claims for fraud, breach of contract, indemnification, and set-off) and granted the entrepreneurs affirmative claims for breach of the various promissory notes at issue. The New York Court also awarded attorney’s fees to the entrepreneurs.

Represented several entities in connection with their conversions and migratory mergers from California to Texas, and from various other states to Texas

Represented the seller of all stock in a electrical process heater corporation in a two tranche closing, with the first closing valued at approximately $25,000,000 and the second closing value being determined in 2021 based on a multiple of the company’s EBITDA. Drafted the disclosure schedules, restrictive covenant agreements, corporate consents, secretary certificates and funds flow spreadsheet.

Ongoing representation of a regional Technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.

Sale of substantially all of the assets of a company engaged in the business of placing and servicing insurance products and related services

Represented a building materials supplier in a multi-week arbitration trial before the American Arbitration Association involving claims for breach of contract, fraud, and DTPA in which over $10,000,000 in damages was in controversy.