PLAINTIFFS VERIFIED COMPLAINT AND REQUEST FOR DECLARATIVE AND

INJUNCTIVE RELIEF

IN THE TARRANT COUNTY COURT AT LAW

YL      §

Plaintiff,      §

§

v.      § Case No.[Number Withheld]

§

PC; AND SJ  §

Defendants.      §

PLAINTIFF’S VERIFIED COMPLAINT AND REQUEST FOR DECLARATIVE AND INJUNCTIVE RELIEF

NOW COMES YL, Plaintiff, and files this Complaint against PC and SJ, Defendants, and for cause would show this Honorable Court as follows:

    1. PARTIES

    1. Plaintiff YL is a law-abiding male adult of sound mind and a resident of [INSERT ADDRESS].

    1. Defendant PC is a male adult of sound mind and a resident of [INSERT ADDRESS].

    1. Defendant SJ is a male adult of sound mind and a resident of [INSERT ADDRESS].

    • SPL Transport got into a contractual relationship with Company XYZ. On 06/01/2021, Patrick Charles became upset when XYZ charged him dispatching fees for freight that he booked.

    • During a group chat discussion on 01/14/2022, Defendants gave Plaintiff ultimatums which if he didn’t meet, they would shut down SPL Transport. Defendants totally rejected the involvement of a third-party arbitrator o help them resolve their dispute.

    • Defendants held that they were not in agreement with the terms of the contract between ABC Transport and XYZ. However, there is no contract that allows Defendant to dissolve ABC Transport in avoidance of its contractual obligations to XYZ.

    • Defendants have made it clear that they do not intend to continue being members of ABC Transport. The only reasonable thing for them to do is to withdraw from being members of the company and letting Plaintiff remain the sole member of the company. Instead, Defendants want to wind up the company.

    • CAUSE OF ACTION

Breach of Fiduciary Duty to ABC Transport Logistics, LLC

    1. Plaintiff hereby incorporates the facts and allegations in Paragraphs 1-13 of this Complaint as though set out in full herein.

    1. “The elements of a breach of fiduciary duty claim are: (1) a fiduciary relationship between the plaintiff and defendant; (2) the defendant must have breached his fiduciary duty to the plaintiff; and (3) the defendant’s breach must result in injury to the plaintiff or benefit to the defendant.” Punts v. Wilson, 137 S.W. 3d 889, 891 (Tex. App. Texarkana 2004, no pet.).

    1. Fiduciary duty is imposed upon members of ABC Transport by the operating agreement as follows: “The Members’ and Officers’ fiduciary duties of loyalty and care are to the Company and not to the other Members or other Officers. The Members and Officers shall owe fiduciary duties of disclosure, good faith and fair dealing to the Company and to the other Members, but shall owe no such duties to Officers unless the Officer is a Member. A Member or Officer who so performs their duties shall not have any liability by reason of being or having been a Member or an Officer.”

    1. Defendants’ actions of winding up the company because of their disagreement with the terms of the contract between ABC Transport and XYZ amount to fiduciary duty because they are not in the best interests of ABC Transport.

    1. Their actions will be in direct contravention of the fiduciary duty of good faith. When ABC Transport got into a contract with XYZ, Plaintiff and Defendants knew that the contract would be beneficial to ABC Transport. Winding up ABC Transport because Defendants don’t want ABC Transport to perform its obligations in the contract will deny ABC Transport the benefit that the company stood to gain upon performance of its contractual obligations.

    1. Avoiding contractual obligation by winding up the company will expose ABC Transport to litigation for breach of contract and other claims. Resources of the company will be spent to fight off the litigation. It will not be in the best interests of the company to spend on litigation, money that could have been spent elsewhere.

    1. Defendants’ actions leave Plaintiff with the impression that their intent in winding up ABC Transport is to leave him without a source of income. Plaintiff has leased out his vehicle to ABC Transport. That is his main source of income. He will lose that when the company is wound up. Defendants are liable for breach of fiduciary duty to ABC Transport Logistics, LLC.

    • PRAYER FOR RELIEF

REASONS WHEREFORE, PREMISES CONSIDERED, Plaintiff respectfully requests this Honorable Court to grant him the following reliefs:

    1. GRANT judgment in favor of Plaintiff;

    1. ISSUE a declaration that Defendants have resigned from being members of ABC Transport Logistics, LLC;

    1. ISSUE a declaration that ABC Transport Logistics, LLC cannot dissolve for the express purpose of avoiding its contractual obligations to XYZ;

    1. ISSUE a declaration that ABC Transport Logistics, LLC is still contractually obligated to XYZ;

    1. ISSUE a declaration that the contract with XYZ prohibits any of the agents of ABC Transport from competing with any of its duties;

    1. ISSUE a declaration that the exclusive relationship in Section 4 of the agreement with XYZ does not provide for avoiding the fees due to XYZ when a driver decides to dispatch himself;

    1. ISSUE an injunction prohibiting Defendants from opening up any other business checking or savings account for ABC Transport Logistics, LLC without providing that all members have full authoritative access to the account;

    1. ISSUE an injunction prohibiting Defendants or any of their agents from directing the insurance company to restrict Plaintiff from accessing or requesting any information relevant to any commercial vehicle covered under the policies of ABC Transport;

    1. ISSUE an injunction prohibiting Defendants or any of their agents from canceling the insurance of any truck owned by Plaintiff or any of his agents;

    1. ISSUE an injunction prohibiting Defendants or any of their agents from canceling, causing to go to default, or restricting any services or licenses that are essential to the lawful operation of ABC Transport Logistics, LLC;

    1. ISSUE an injunction prohibiting Defendants or any of their agents from instructing any client of XYZ including those clients whose trucks are leased unto ABC Transport from doing business with XYZ so that they can avoid any fees with XYZ by dispatching themselves or leaving ABC Transport in favor of going to another competitor;

    1. ISSUE an order of specific performance compelling Defendants to return all unused electronic devices back to Samsara in avoidance of incurring fines for not returning their equipment;

    1. AWARD Plaintiff punitive damages, pre and post judgment interests, costs of this suit and attorney fees;

    1. AWARD Plaintiff such equitable relief as may be appropriate under the circumstances; and

    1. AWARD Plaintiff such further relief as this Honorable Court deems necessary and proper.

Dated this ____ day of January, 2022.

Respectfully Submitted,

___________________________________

YL,

Plaintiff in pro per

VERIFICATION

I, YL, being duly sworn depose and say that I am the Plaintiff in the above-entitled action, that I have read the foregoing Complaint and know the contents thereof. That the same is true of my own knowledge except as to those matters and things stated upon information and belief, and as to those things, I believe them to be true.

_________________________________

(Sign in the presence of a Notary Public)

Sworn to and subscribed before me this ___ day of ___________________, 2021.

______________________________

Notary Public

________________________________________

(Printed name of Notary Public)

My Commission Expires: ____________________

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