PLAINTIFFS VERIFIED COMPLAINT

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May 2, 2023

IN THE TARRANT COUNTY COURT AT LAW

YAMIL LUCIANO      §

Plaintiff,      §

§

v.      § Case No.

§

PATRICK CHARLES; AND SHELDEON      §

JOINER      §

Defendants.      §

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

NOW COMES Yamil Luciano, Plaintiff, and files this Complaint against Patrick Charles and Sheldeon Joiner, Defendants, and for cause would show this Honorable Court as follows:

  1. PARTIES
  2. Plaintiff Yamil Luciano is a law-abiding male adult of sound mind and a resident of [INSERT ADDRESS].
  3. Defendant Patrick Charles is a male adult of sound mind and a resident of [INSERT ADDRESS].
  4. Defendant Sheldeon Joiner is a male adult of sound mind and a resident of [INSERT ADDRESS].
  • JURISDICTION AND VENUE
  • Jurisdiction exists in this Court pursuant to Texas Government Code – Gov’t § 25.2222.
  • Venue is proper in this Court because the causes of action took place within Tarrant County.
  • STATEMENT OF FACTS
  • On or around 03/07/2021, the Parties jointly formed a company, SPL Transport Logistics, LLC (hereinafter referred to as “SPL Transport”). Each Party had one-third interest in the company.
  • SPL Transport got into a contractual relationship with My Favorite Dispatcher. On 06/01/2021, Patrick Charles became upset when My Favorite Dispatcher charged him dispatching fees for freight that he booked.
  • On 01/06/2022, Plaintiff organized an informal recorded meeting with Defendants to see if they could resolve the dispute between them. Defendants both abandoned the meeting in frustration.
  • 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.
  • During the course of the Parties’ dispute, Defendants reiterated to Plaintiff more than 12 times that they would do everything in their power to ensure the dissolution of SPL Transport.
  • Defendants held that they were not in agreement with the terms of the contract between SPL Transport and My Favorite Dispatcher. However, there is no contract that allows Defendant to dissolve SPL Transport in avoidance of its contractual obligations to My Favorite Dispatcher.
  • Defendants have made it clear that they do not intend to continue being members of SPL 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.
  • Plaintiff stands to suffer economic loss if Defendants go ahead and maliciously wind up the company. Plaintiff’s main source of income is through one truck leased to SPL Transport. If the company is wound up, Plaintiff will lose his main source of income.
  • CAUSE OF ACTION

Breach of Fiduciary Duty to SPL 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.
  2. “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.).
  3. Fiduciary duty is imposed upon members of SPL 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.”
  4. Defendants’ actions of winding up the company because of their disagreement with the terms of the contract between SPL Transport and My Favorite Dispatcher amount to fiduciary duty because they are not in the best interests of SPL Transport.
  5. Their actions will be in direct contravention of the fiduciary duty of good faith. When SPL Transport got into a contract with My Favorite Dispatcher, Plaintiff and Defendants knew that the contract would be beneficial to SPL Transport. Winding up SPL Transport because Defendants don’t want SPL Transport to perform its obligations in the contract will deny SPL Transport the benefit that the company stood to gain upon performance of its contractual obligations.
  6. Avoiding contractual obligation by winding up the company will expose SPL 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.
  7. Defendants’ actions leave Plaintiff with the impression that their intent in winding up SPL Transport is to leave him without a source of income. Plaintiff has leased out his vehicle to SPL 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 SPL 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;
  2. ISSUE a declaration that Defendants have resigned from being members of SPL Transport Logistics, LLC;
  3. ISSUE a declaration that SPL Transport Logistics, LLC cannot dissolve for the express purpose of avoiding its contractual obligations to My Favorite Dispatcher;
  4. ISSUE a declaration that SPL Transport Logistics, LLC is still contractually obligated to My Favorite Dispatcher;
  5. ISSUE a declaration that the contract with My Favorite Dispatcher prohibits any of the agents of SPL Transport from competing with any of its duties;
  6. ISSUE a declaration that the exclusive relationship in Section 4 of the agreement with My Favorite Dispatcher does not provide for avoiding the fees due to My Favorite Dispatcher when a driver decides to dispatch himself;
  7. ISSUE an injunction prohibiting Defendants from opening up any other business checking or savings account for SPL Transport Logistics, LLC without providing that all members have full authoritative access to the account;
  8. 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 SPL Transport;
  9. 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;
  10. 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 SPL Transport Logistics, LLC;
  11. ISSUE an injunction prohibiting Defendants or any of their agents from instructing any client of My Favorite Dispatcher including those clients whose trucks are leased unto SPL Transport from doing business with My Favorite Dispatcher so that they can avoid any fees with My Favorite Dispatcher by dispatching themselves or leaving SPL Transport in favor of going to another competitor;
  12. 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;
  13. AWARD Plaintiff punitive damages, pre and post judgment interests, costs of this suit and attorney fees;
  14. AWARD Plaintiff such equitable relief as may be appropriate under the circumstances; and
  15. AWARD Plaintiff such further relief as this Honorable Court deems necessary and proper.

Dated this ____ day of January, 2022.

Respectfully Submitted,

___________________________________

Yamil Luciano,

Plaintiff in pro per

VERIFICATION

I, Yamil Luciano, 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: ____________________

IN THE TARRANT COUNTY COURT AT LAW

YAMIL LUCIANO      §

Plaintiff,      §

§

v.      § Case No.

§

PATRICK CHARLES; AND SHELDEON      §

JOINER      §

Defendants.      §

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

NOW COMES Yamil Luciano, Plaintiff, and files this Complaint against Patrick Charles and Sheldeon Joiner, Defendants, and for cause would show this Honorable Court as follows:

  1. PARTIES
  2. Plaintiff Yamil Luciano is a law-abiding male adult of sound mind and a resident of [INSERT ADDRESS].
  3. Defendant Patrick Charles is a male adult of sound mind and a resident of [INSERT ADDRESS].
  4. Defendant Sheldeon Joiner is a male adult of sound mind and a resident of [INSERT ADDRESS].
  • JURISDICTION AND VENUE
  • Jurisdiction exists in this Court pursuant to Texas Government Code – Gov’t § 25.2222.
  • Venue is proper in this Court because the causes of action took place within Tarrant County.
  • STATEMENT OF FACTS
  • On or around 03/07/2021, the Parties jointly formed a company, SPL Transport Logistics, LLC (hereinafter referred to as “SPL Transport”). Each Party had one-third interest in the company.
  • SPL Transport got into a contractual relationship with My Favorite Dispatcher. On 06/01/2021, Patrick Charles became upset when My Favorite Dispatcher charged him dispatching fees for freight that he booked.
  • On 01/06/2022, Plaintiff organized an informal recorded meeting with Defendants to see if they could resolve the dispute between them. Defendants both abandoned the meeting in frustration.
  • 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.
  • During the course of the Parties’ dispute, Defendants reiterated to Plaintiff more than 12 times that they would do everything in their power to ensure the dissolution of SPL Transport.
  • Defendants held that they were not in agreement with the terms of the contract between SPL Transport and My Favorite Dispatcher. However, there is no contract that allows Defendant to dissolve SPL Transport in avoidance of its contractual obligations to My Favorite Dispatcher.
  • Defendants have made it clear that they do not intend to continue being members of SPL 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.
  • Plaintiff stands to suffer economic loss if Defendants go ahead and maliciously wind up the company. Plaintiff’s main source of income is through one truck leased to SPL Transport. If the company is wound up, Plaintiff will lose his main source of income.
  • CAUSE OF ACTION

Breach of Fiduciary Duty to SPL 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.
  2. “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.).
  3. Fiduciary duty is imposed upon members of SPL 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.”
  4. Defendants’ actions of winding up the company because of their disagreement with the terms of the contract between SPL Transport and My Favorite Dispatcher amount to fiduciary duty because they are not in the best interests of SPL Transport.
  5. Their actions will be in direct contravention of the fiduciary duty of good faith. When SPL Transport got into a contract with My Favorite Dispatcher, Plaintiff and Defendants knew that the contract would be beneficial to SPL Transport. Winding up SPL Transport because Defendants don’t want SPL Transport to perform its obligations in the contract will deny SPL Transport the benefit that the company stood to gain upon performance of its contractual obligations.
  6. Avoiding contractual obligation by winding up the company will expose SPL 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.
  7. Defendants’ actions leave Plaintiff with the impression that their intent in winding up SPL Transport is to leave him without a source of income. Plaintiff has leased out his vehicle to SPL 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 SPL 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;
  2. ISSUE a declaration that Defendants have resigned from being members of SPL Transport Logistics, LLC;
  3. ISSUE a declaration that SPL Transport Logistics, LLC cannot dissolve for the express purpose of avoiding its contractual obligations to My Favorite Dispatcher;
  4. ISSUE a declaration that SPL Transport Logistics, LLC is still contractually obligated to My Favorite Dispatcher;
  5. ISSUE a declaration that the contract with My Favorite Dispatcher prohibits any of the agents of SPL Transport from competing with any of its duties;
  6. ISSUE a declaration that the exclusive relationship in Section 4 of the agreement with My Favorite Dispatcher does not provide for avoiding the fees due to My Favorite Dispatcher when a driver decides to dispatch himself;
  7. ISSUE an injunction prohibiting Defendants from opening up any other business checking or savings account for SPL Transport Logistics, LLC without providing that all members have full authoritative access to the account;
  8. 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 SPL Transport;
  9. 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;
  10. 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 SPL Transport Logistics, LLC;
  11. ISSUE an injunction prohibiting Defendants or any of their agents from instructing any client of My Favorite Dispatcher including those clients whose trucks are leased unto SPL Transport from doing business with My Favorite Dispatcher so that they can avoid any fees with My Favorite Dispatcher by dispatching themselves or leaving SPL Transport in favor of going to another competitor;
  12. 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;
  13. AWARD Plaintiff punitive damages, pre and post judgment interests, costs of this suit and attorney fees;
  14. AWARD Plaintiff such equitable relief as may be appropriate under the circumstances; and
  15. AWARD Plaintiff such further relief as this Honorable Court deems necessary and proper.

Dated this ____ day of January, 2022.

Respectfully Submitted,

___________________________________

Yamil Luciano,

Plaintiff in pro per

VERIFICATION

I, Yamil Luciano, 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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