REQUEST FOR DECLARATIVE AND
IN THE TARRANT COUNTY COURT AT LAW
YAMIL LUCIANO §
v. § Case No. 67-331518-22
PATRICK CHARLES; and SHELDEON §
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:
- Plaintiff Yamil Luciano is a law-abiding male adult of sound mind and a resident of 1332 Pepperidge Lane, Fort Worth TX.
- Defendant Patrick Charles is a male adult of sound mind and a resident of 8100 North Riverside Dr, Fort Worth TX 76137.
- Defendant Sheldeon Joiner is a male adult of sound mind and a resident of 6221 Tierra Dr, Shreveport LA 71119.
- 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.
- At the formation of the company, no Articles of Organization were filed with the State of Texas.
- SPL Transport got into a contractual relationship with My Favorite Dispatcher in the inception stage and the contractual relationship was memorialized on 06/01/2021. (Exhibit A)
- Patrick Charles became upset on 01/06/22 when My Favorite Dispatcher charged him dispatching fees of $36.19 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. After both Defendants presented ultimatums to the Plaintiff regarding the status of SPL Transport Logistics LLC, they abandoned the meeting in frustration.
- During a group chat discussion on 01/14/2022, Defendants gave Plaintiff similar 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 6 times that they would do everything in their power to ensure the dissolution of SPL Transport.
- Defendants held that they were no longer in agreement with the terms of the contract between SPL Transport and My Favorite Dispatcher. However, the way they want to dissolve the company not only opens up lawsuits from multiple entities, but also causes immediate harm to Plaintiff since SPL Transport is his primary source of income.
- Although the defendants have made it clear that they do not intend to continue being members of SPL Transport, the actions that they are taking are aimed less in dissolving the company and aimed at hurting Plaintiff’s ability to make a living.
- Plaintiff stands to suffer economic loss if Defendants go ahead and maliciously wind up the company improperly. Plaintiff’s main source of income is through one truck leased to SPL Transport. If the company is wound up too quickly without at least undergoing mediation, Plaintiff will suffer immediate injury to his primary source of income. Winding up the company in a more organized and civil manner will help avoid any lawsuits and especially, both Plaintiff and Defendants, can better prepare for the aftermath without immediate injury to each of their primary source of income.
- Defendants are trying to orchestrate a charade whereby they want it to seem like they are winding up the company for legitimate reasons, but they are really doing it to hurt Plaintiff because they know it is his main source of income.
- CAUSES OF ACTION
Breach of Fiduciary Duty to SPL Transport Logistics, LLC
- Plaintiff hereby incorporates the facts and allegations in Paragraphs 1-13 of this Complaint as though set out in full herein.
- “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.).
- 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.”(Exhibit B)
- 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.
- 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.
- 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.
- 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.
- Plaintiff hereby incorporates the facts and allegations in Paragraphs 1-23 of this Complaint as though set out in full herein.
- “Turning our attention back to Cates, there the Court examined the other two elements for a shareholder to assert a derivative action against a corporation’s officers or directors: “Such breach of duty by the directors or officers of the company, and such injury to the plaintiff’s stock, essential to maintain the action.” Cates v. Sparkman, 11 SW 846 (1889) AT 849. With regard to the breach of duty element, the element at issue here, the Court explained that courts will not interfere with the officers or directors in control of the corporation’s affairs based on allegations of mere mismanagement, neglect, or abuse of discretion. Id. In contrast, an officer or director’s breach of duty that would authorize court interference “is that which is characterized by ultra vires, fraudulent, and injurious practices, abuse of power, and oppression on the part of the company or its controlling agency clearly subversive of the rights of the minority, or of a shareholder, and which, without such interference, would leave the latter remediless.” Sneed v. Webre, 465 SW 3d 169 (2015).
- Plaintiff has demonstrated how Defendants breached fiduciary duty owed to SPL Transport in Paragraphs 17-23 of this Complaint. Plaintiff stands to suffer as his primary source of income depends on contractual relations between SPL Transport and other parties. He has already proven the first element of derivative action.
- Further, Plaintiff bears the burden of proving that Defendants’ actions were characterized by ultra vires, fraudulent, and injurious practices, abuse of power, and oppression on the part of the company or its controlling agency clearly subversive of the rights of the minority, or of a shareholder, and which, without such interference, would leave the latter remediless.
- Defendants have spent the company’s money for personal gain without regard to the financial position of the company. Defendants lost a client’s trailer and have made little or no effort to recover it so far. They spent payments made on the shipment knowing very well they will be held liable for the lost trailer.
- On 01/12/2022, the Plaintiff and Defendants held a meeting in which Defendants voted to dissolve the company. Patrick confirmed his vote to dissolve the company when he stated, “The Dot has been shout down, and insurance was paid and the firm has also made aware that we are shouting down. The account will also be shout down. Larry was has been made aware of the situation as well. good luck to you” on 01/14/2022. He also confirmed the same via a text message to Plaintiff.
- The actual reason why Defendants want to wind up the company is to avoid performing contractual obligations of a contract between SPL Logistics and RTS Financial. Their vendetta against Plaintiff for wishing that the company fulfils its contractual obligations was confirmed when Defendants began telling vendors and clients that Plaintiff was no longer part of SPL Transport. Plaintiff earned income when he rented out his truck to be used by RTS Financial. When RTS Financial received false information that Plaintiff was no longer part of SPL Transport, RTS withheld $11,200 of Plaintiff’s earnings. That is Plaintiff’s main source of income, from which he does not earn income as a result of Defendants’ actions.
- While causing the breach of the contract between SPL Transport and RTS Financial, Defendants have kept the money in a separate account.
- Defendants made fraudulent state filings. On 02/10/2022, Plaintiff had to pay the BOC-3 filing because the state was about to revoke the company’s license as a result of the fraudulent state filings made by Defendants.
- The foregoing actions of Defendants constitute ultra vires, fraudulent, and injurious practices, abuse of power, and oppression on the part of the company. If this Court fails to prevent the unlawful dissolution of the company by Defendants, Plaintiff will continue to suffer harm.
- At this point, the company cannot recover from the acts and omissions of Defendants. The only thing remaining is dissolution which should be done in a fair and equitable manner to all parties involved.
- PRAYER FOR RELIEF
REASONS WHEREFORE, PREMISES CONSIDERED, Plaintiff respectfully requests this Honorable Court to grant him the following reliefs:
- GRANT judgment in favor of Plaintiff;
- ISSUE a declaration that Defendants have resigned from being members of SPL Transport Logistics, LLC;
- ISSUE a declaration that SPL Transport Logistics, LLC cannot dissolve for the express purpose of avoiding its contractual obligations to My Favorite Dispatcher;
- ISSUE a declaration that SPL Transport Logistics, LLC is still contractually obligated to My Favorite Dispatcher;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- AWARD Plaintiff punitive damages, pre and post judgment interests, costs of this suit and attorney fees;
- AWARD Plaintiff such equitable relief as may be appropriate under the circumstances; and
- AWARD Plaintiff such further relief as this Honorable Court deems necessary and proper.
Dated this ____ day of January, 2022.
Plaintiff in pro per
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.
(Printed name of Notary Public)
My Commission Expires: ____________________
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