IN THE SUPREME COURT OF THE STATE OF NEV ADA
`
`TYRA BELL-HOLLAND,
`
`Appellant,
`
`V.
`
`ANTONIO NUNEZ,
`
`Electronically Filed
`Apr 10 2025 03:19 PM
`Elizabeth A. Brown
`Clerk of Supreme Court
`
`Res ondent.
`
`Docket No. 90293
`
`DOCKETING STATEMENT CIVIL APPEALS
`
`GENERAL INFORMATION
`
`Appellants must complete this docketing statement in compliance with Nevada
`Rules of Appellate Procedure (NRAP) 14(a). The purpose of the docketing
`statement is to assist the Supreme Court in screening jurisdiction, identifying issues
`on appeal, assessing assignment to the Court of Appeals under NRAP 17, scheduling
`cases for oral argument and settlement conferences, classifying cases for expedited
`treatment, and compiling statistical information.
`
`WARNING
`
`This statement must be completed fully, accurately, and on time. NRAP 14(c). The
`Supreme Court may impose sanctions on counsel or the appellant if it appears that
`the information provided is incomplete or inaccurate. Id. Failure to fill out the
`statement completely or to file it in a timely manner constitutes grounds for the
`imposition of sanctions, including a fine and/or dismissal of the appeal. Id.
`
`A complete list of the documents that must be attached appears as Question 28 on
`this docketing statement. Failure to attach all required documents will result in the
`delay of your appeal and may result in the imposition of sanctions. Id.
`
`This court has noted that when obligations under NRAP 14 to complete the
`docketing statement properly and conscientiously are not taken seriously, valuable
`judicial resources of this court are wasted, making the imposition of sanctions
`appropriate. See KDI Sylvan Pools v. Workman, 107 Nev. 340,344,810 P.2d 1217,
`1220 (1991). Please use divider pages to separate any attached documents.
`
`Last updated 08/2024
`
`1
`
`Docket 90293 Document 2025-16264
`
`

`

`1.
`
`Judicial District: =E=ig=h=th"'------(cid:173)
`
`County: -=C=la=rkc..;;;;..._ _ _ _ _ _ _ _
`
`Judge: Mark R. Denton
`
`District Ct. Case No.: A-24-894713-
`C
`
`Department: -=-1;:;...3 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
`
`2.
`
`Person filing this docketing statement:
`
`Name J. Malcolm DeVoy
`
`Bar 11950
`
`Law Firm Name (if applicable) Holland & Hart, LLP
`
`Address 9555 Hillwood Drive, 2nd Floor, Las Vegas, NV 89134
`
`Telephone# (702) 222-2500
`
`Email Address jmdevoy@hollandhart.com
`
`Client name(s) (if represented by counsel): Tyra Bell-Holland
`
`If this is a joint statement by multiple appellants, add the names and addresses
`of the other appellants and, if applicable, the names of their counsel and have
`them sign the certification below.
`
`Name
`
`Bar #(if applicable)
`
`Law Firm Name (if applicable)
`
`Address
`
`Telephone#
`
`Email Address
`
`Client name(s) (if represented by counsel):
`
`I certify I concur in the filing of this statement.
`
`Signature of other appellant(s) or of counsel for other appellant
`
`Date
`
`Last updated 08/2024
`
`2
`
`

`

`3. Nature of disposition below (check all that apply):
`
`□ Judgment after bench trial
`
`□ Judgment after jury verdict
`
`□ Summary judgment
`
`□ Default judgment
`
`□ Grant/Denial of NRCP 60(b) relief
`
`□ Grant/Denial of injunction
`
`□ Dismissal:
`
`□ Lack of jurisdiction
`
`□ Failure to state a claim
`
`□ Failure to prosecute
`
`□ Other (specify):
`
`□ Divorce Decree:
`
`□ Original
`
`□ Modification
`
`□ Grant/Denial of declaratory relief
`
`□ Review of agency determination
`
`~ Other disposition (specify): interlocutory appeal of special motion to
`dismiss (i.e., an "Anti-SLAPP" motion) pursuant to NRS 41.670(4)
`
`4. Does this appeal raise issues concerning any of the following?
`
`□ Child Custody
`
`□ Venue
`
`□ Termination of parental rights
`
`Last updated 08/2024
`
`3
`
`

`

`5.
`
`6.
`
`Pending and prior proceedings in this court. List the case name and
`docket number of all appeals or original proceedings presently or previously
`pending before this court which are related to this appeal:
`
`None.
`Pending and prior proceedings in other courts. List the case name,
`number and court of all pending and prior proceedings in other courts which
`are related to this appeal ( e.g., bankruptcy, consolidated or bifurcated
`proceedings) and their dates of disposition:
`
`None.
`
`7. Nature of the action. Briefly describe the nature of the action and the result
`below:
`
`This interlocutory appeal is specifically permitted by Nevada Revised
`Statutes ("NRS") 41.670(4) and arises from the district court's denial of
`appellant's special motion to dismiss, commonly known as an "Anti-SLAPP
`Motion," brought under NRS 41.660(2).
`
`On August 23, 2022, the online publication Eater published a promotional
`piece about Plaintiffs current restaurant, The Parlour, titled "A Sixth New
`Restaurant Is Going Into That Cursed Corner Lot On Carson Avenue" (the
`"Article"). Nunez brought a claim against appellant Tyra Bell-Holland ("Tyra,"
`or the "Appellant") for defamation based on her public comments on the social
`media service Facebook regarding the Article. Appellant filed her Anti-SLAPP
`Special Motion to Dismiss Pursuant to NRS 41.660 on October 20, 2024, seeking
`dismissal of Nunez's defamation cause of action against her and an award of all
`relief available under NRS 41.670(1). On November 4, 2024, Nunez filed an
`Opposition to the Motion, and on November 7, 2024, Tyra filed a Reply in support
`of the Motion. The Court heard the Anti-SLAPP Motion on November 7, 2024,
`and, after hearing arguments of counsel, denied Tyra's motion. The Court entered
`its order denying the Anti-SLAPP Motion on February 27, 2025, and this appeal
`follows.
`
`8.
`
`Issues on appeal. State concisely the principal issue(s) in this appeal:
`
`The issues on appeal follow:
`(1) Whether the district court erred in denying Appellant's Anti-SLAPP
`motion under NRS 41.660(3)(a); and
`
`Last updated 08/2024
`
`4
`
`

`

`(2) Whether the district court erred in denying the Anti-SLAPP motion based
`upon its finding that Appellant had not demonstrated that Nunez's
`defamation claim was based upon a good faith communication in
`furtherance of the right to petition or the right to free speech in direct
`connection with an issue of public concern under NRS 41.637.
`
`9.
`
`Pending proceedings in this court raising the same or similar issues. If
`you are aware of any proceedings presently pending before this court which
`raises the same or similar issues raised in this appeal, list the case name and
`docket numbers and identify the same or similar issue raised:
`
`None.
`
`10. Constitutional issues: Does this appeal challenge the constitutionality of a
`Nevada Statute or ordinance?
`
`~ No. Continue to #11.
`
`□ Yes:
`a.
`Identify the Nevada statute or ordinance being challenged:
`b.
`Is the State, any State agency, or a State officer or employee a party to
`this appeal in an official capacity?
`
`□ Yes □ No.
`
`Last updated 08/2024
`
`5
`
`

`

`11. Other issues:
`
`a. Does this appeal involve any of the following issues?
`
`□ Reversal of well-settled Nevada precedent (identify the case(s))
`
`□ An issue arising under the United States and/or Nevada Constitutions
`
`□ A substantial issue of first impression
`
`□ An issue of public policy
`
`□ An issue where en bane consideration 1s necessary to maintain
`uniformity of this court's decisions
`
`□ A ballot question
`b.
`If so, explain:
`
`12. Assignment to the Court of Appeals or retention in the Supreme Court.
`Briefly set forth whether the matter is retained by the Supreme Court or
`presumptively assigned to the Court of Appeals under NRAP 1 7, and cite the
`subparagraph(s) of the Rule under which the matter falls.
`
`Nevada's Anti-SLAPP laws (NRS 41.635-41.670) have been considered by
`both the Nevada Supreme Court and Nevada Court of Appeals; the subject
`matter of this appeal is not presumptively assigned to either Court under
`NRAP 17.
`
`13. Trial. If this action proceeded to trial, how many days did the trial last?
`days.
`
`- -
`
`This action did not proceed to trial.
`
`Was it a:
`
`□ bench trial □ jury trial?
`
`14. Judicial Disqualification. Do you intend to file a motion to disqualify or
`have a justice/judge recuse him/herself from participation in this appeal? See
`NRAP 35. If so, which Justice/Judge? _ _ _ _ _ _ _ _ _ _ _ _
`
`No motion for disqualification or recusal is anticipated in this appeal.
`
`Last updated 08/2024
`
`6
`
`

`

`15. Oral argument. Would you object to submission of this appeal for
`disposition without oral argument?
`lXI Yes D No
`
`Last updated 08/2024
`
`7
`
`

`

`TIMELINESS OF NOTICE OF APPEAL
`
`16. Date the writtenjudgment(s) or order(s) appealed from was/were filed in the
`district court: February 27, 2025
`
`If no written judgment or order has been filed in the district court, explain
`the basis for seeking appellate review:
`
`17. Date written notice of entry of the judgment( s) or order( s) was/were served:
`03/04/2025
`
`Was service by:
`rzl Electronic or personal delivery
`
`□ Mail
`
`18. Were any motions seeking relief under NRCP 50(b), 52(b), 59, or 60 or
`seeking rehearing or reconsideration filed in the district court either before
`or after the notice of appeal was filed? (attach a copy of the motion)
`
`[Z] No. Continue to #19.
`
`□ Yes:
`a. Specify the type of motion and the date the motion was filed in the district
`court ( check all that apply)
`
`□ NRCP 50(b)
`
`□ NRCP 52(b)
`
`□ NRCP 59
`
`□ NRCP 60
`
`□ Rehearing/Reconsideration
`b. Date the motion was served:
`C. How was the motion served:
`
`Date filed:
`
`Date filed:
`
`Date filed:
`
`Date filed:
`
`Date filed:
`
`□ Electronic or personal delivery
`□ Mail
`d. Date the written order resolving the motion was filed:
`
`Last updated 08/2024
`
`8
`
`

`

`e. Date written notice of entry of the order resolving the motion was served:
`
`f. Was service by:
`
`□ Electronic or personal delivery
`□ Mail
`
`19. Are there any motions other than those identified in #18 above still pending
`in the district court?
`
`□ Yes. Identify the motion and the date it was filed in the district court:
`
`~ No.
`
`20. Date the notice of appeal was filed in the district court: 03/13/2025
`
`If more than one party has appealed from the judgment or order, list the
`date each notice of appeal was filed and identify by name the party filing
`the notice of appeal: None.
`
`21. Specify the statute or rule governing the time limit for filing the notice of
`appeal, e.g., NRAP 4( a) or other: '"'--N ___ RA_P_4__,(=a).,__ _ _ _ _ _ _ _ _ _
`
`SUBSTANTIVE APPEALABILITY
`
`22. Specify the statute or other authority granting this court jurisdiction to
`review the judgment or order appealed from:
`a.
`
`□ NRAP 3A(b )(1)
`
`□ NRAP 3A(b )(3)
`
`□ NRAP 3A(b)(5)
`
`□ NRAP 3A(b)(7)
`
`□ NRAP 3A(b )(9)
`
`□ NRAP 3A(b)(l 1)
`
`□ NRAP 3A(b )(2)
`
`□ NRAP 3A(b )( 4)
`
`□ NRAP 3A(b )( 6)
`
`□ NRAP 3A(b )(8)
`
`□ NRAP 3A(b )(10)
`
`□ NRAP 3A(b)(12)
`
`Last updated 08/2024
`
`9
`
`

`

`□ NRS 38.205
`
`□ NRS 703.376
`
`□ NRS 233B.150
`
`IX] Other (specify):
`
`NRS 41.670(4)
`b. Explain how each authority provides a basis for appeal from the
`judgment or order:
`NRS 41.670( 4) states that if a special motion to dismiss filed under NRS
`41.660 is denied, an interlocutory appeal lies to the Nevada Supreme
`Court. This appeal arises from the district court's denial of such a motion
`brought by Appellant.
`
`23. List all parties involved in the action or consolidated actions in the district
`court:
`
`a. Parties: Plaintiff: Antonio Nunez; Defendants: Tyra Bell-Holland,
`Michelle Howard, and Wayne Dice.
`b. If all parties in the district court are not parties to this appeal, explain in
`detail why those parties are not involved in this appeal, e.g., formally
`dismissed, not served, or other:
`Nunez did not assert a defamation claim against defendants Howard and
`Dice, and they therefore had no basis to bring an Anti-SLAPP motion.
`As the sole movant, and the sole defendant with standing to bring such a
`motion, Appellant is the only defendant party to this appeal.
`
`24. Give a brief description (3 to 5 words) of each party's separate claims,
`counterclaims, cross-claims, or third-party claims and the date of formal
`disposition of each claim.
`
`Plaintiff Antonio Nunez's claims in Complaint:
`
`• Accounting
`
`• Breach of Fiduciary Duty
`
`• Breach of Contract / Agreement
`
`• Contractual Breach of Covenant of Good Faith and Fair Dealing
`
`Last updated 08/2024
`
`10
`
`

`

`• Tortious Breach of Covenant of Good Faith and Fair Dealing
`
`• Declaratory Relief
`
`• Defamation
`
`No claims have been disposed of in this action, as this is an interlocutory
`appeal of Appellant's Anti-SLAPP Motion brought seeking to dismiss
`Nunez's defamation claim brought solely against Appellant.
`
`25. Did the judgment or order appealed from adjudicate ALL of the claims
`alleged below and the rights and liabilities of ALL of the parties to the
`action or consolidated actions below? □ Yes
`IZl No
`
`26.
`
`If you answered "No" to question 25, complete the following:
`
`a. Specify the claims remaining pending below: All claims ( accounting;
`breach of fiduciary duty; breach of contract / agreement; contractual
`breach of covenant of good faith and fair dealing; tortious breach of
`covenant of good faith and fair dealing; declaratory relief; and
`defamation).
`b. Specify the parties remaining below: Plaintiff: Antonio Nunez;
`Defendants: Tyra Bell-Holland, Michelle Howard, and Wayne Dice.
`c. Did the district court certify the judgment or order appealed from as a
`final judgment pursuant to NRCP 54(b )? □ Yes
`IZl No
`
`d. Did the district court make an express determination, pursuant to NRCP
`54(b ), that there is no just reason for delay and an express direction for
`the entry of judgment? □ Yes
`IZl No
`
`27.
`
`If you answered "No" to any part of question 26, explain the basis for
`seeking appellate review (e.g., order is independently appealable under
`NRAP 3A(b)): NRS 41.670(4) provides that special motions to dismiss
`brought under NRS 41.660 that are denied, as is Appellant's motion here,
`receive interlocutory appeal to the Nevada Supreme Court. Appellant files
`her appeal on this basis.
`
`Last updated 08/2024
`
`11
`
`

`

`28. Attach file-stamped copies of the following documents:
`
`• The latest-filed complaint, counterclaims, cross-claims, and third-party
`claims
`
`• Any motion( s) identified in questions 18 and the order( s) resolving the
`motion(s)
`
`• Any motions identified in question 19
`
`• Orders or NRCP 4l(a)(l) dismissals that formally resolve each claim,
`counterclaim, cross- claim and/or third-party claim asserted in the action
`or consolidated action below, even if not at issue on appeal
`
`• All orders that finally disposes of any parties in the action below, even if
`not at issue on appeal
`
`• Any other order challenged on appeal
`
`• Notices of entry for each attached order
`
`VERIFICATION
`
`I declare under penalty of perjury that I have read this docketing statement,
`that the information provided in this docketing statement is true and complete
`to the best of my knowledge, information, and belief, and that I have attached
`all required documents to this docketing statement.
`
`_____:_:_~~::::...______JC_~~~=== - --* ____.'._/ _.!_j 1....!_0-=----0 -
`• gnature ( and Bar # if pplicable)
`J. Malcolm DeVoy (Nevada Bar No. 11950)
`
`April 1 0, 2 02 5
`Date
`
`Clark County, Nevada
`State and county where signed
`
`Last updated 08/2024
`
`12
`
`

`

`CERTIFICATE OF SERVICE
`
`I certify that on the date day of April 10, 2025, I served a copy of this completed
`docketing statement upon all parties to this appeal:
`
`D by electronic means to registered users of the court's electronic filing
`system
`If served other than through the court's electronic filing system, enter the
`names and email address of the parties served by this means and attach a
`copy of each party's written consent authorizing service by this means. See
`NRAP 25(c)(2)
`
`□ by personally serving it upon him/her;
`
`IZI by mailing it by first class mail with sufficient postage prepaid to the
`following address(es):
`
`Antonio Nunez, Respondent1
`2624 Romarin Terrace
`Henderson, Nevada 89044
`
`/ l_,__1 s_~-- April 10, 2025
`---=+-->--~--l.-..L--C....c...__-J.L__
`-=--- -l f-
`S • nature ( and Bar # if a
`Date
`licable)
`. Malcolm DeVoy (Nevada Bar No. 11950)
`Holland & Hart LLP
`9555 Hillwood Drive, 2nd Floor
`Las Vegas, Nevada 89134
`702-669-4600
`jmdevoy@hollandhart.com
`
`1 Service is made directly upon respondent pursuant to this Court' s April 10, 2025 Order
`granting the unopposed Motion to Withdraw made on April 2, 2025, by Respondent's
`prior counsel. The Court' s Order permitting the withdrawal of Respondent's counsel was
`entered prior to the filing of this Docketing Statement.
`
`Last updated 08/2024
`
`13
`
`

`

`EXHIBIT 1
`EXHIBIT 1
`
`
`
`
`Complaint filed on 06/05/2024
`Complaintfiled on 06/05/2024
`
`
`
`
`EXHIBIT 1
`EXHIBIT 1
`
`
`
`
`
`

`

`COMP
`MARC P. COOK. ESQ.
`Nevada Bar No. 004574
`JULIE L. SANPEI, ESQ.
`Nevada Bar No. 005479
`COOK & KELESIS, LTD.
`517 South Ninth Street
`Las Vegas, Nevada 89101
`Phone:
`(702) 737-7702
`Fax:
`(702) 737-7712
`E-mail:
`law@bckltd.com
`Attorneys for ANTONIO NUNEZ
`
`DISTRICT COURT
`CLARK COUNTY, NEVADA
`
`ANTONIO NUNEZ, individually and on
`behalf of nominal defendant, THE STOVE,
`LLC, as its member,
`
`CASE NO.
`DEPT. NO.
`
`Plaintiff,
`
`v.
`MICHELLE HOWARD, an individual;
`WAYNE DICE, an individual; TYRA
`BELL-HOLLAND DOES 1 through 10 and
`ROE CORPORATIONS I through X,
`inclusive,
`
`Defendants.
`and THE STOVE, LLC, by and through its
`member, ANTONIO NUNEZ,
` Nominal Defendant.
`
`COMPLAINT
`
`EXEMPT FROM ARBITRATION
`Declaratory Relief Requested
`
`COMES NOW, Plaintiff, ANTONIO NUNEZ, individually and derivatively pursuant to
`NRCP 23.1 on behalf of nominal defendant THE STOVE, LLC, by and through counsel, the law
`firm of COOK & KELESIS, LTD., and pursuant to the Nevada Rules of Civil Procedure, complaints
`and alleges as follows:
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`Case Number: A-24-894713-C
`
`Electronically Filed
`
`6/5/2024 11:04 AM
`
`Steven D. Grierson
`
`CLERK OF THE COURT
`
`CASE NO: A-24-894713-C
`
`Department 13
`
`

`

`INTRODUCTION
`Plaintiff, ANTONIO NUNEZ ("Plaintiff" or "Nunez"), is and was at all times hereto an
`individual residing in the State of Nevada, County of Clark.
`Nunez brings the derivative claims pursuant to NRCP 23.1 on behalf of and for the benefit
`of Nominal Defendant The Stove, LLC (“Stove”), a Nevada limited liability company of
`which Nunez is a member.
`Defendant, MICHELLE HOWARD (“Howard”) is and was at all times hereto a resident of
`the State of Nevada, living and working in Clark County.
`Defendant, WAYNE DICE (“Dice”) is and was at all times hereto a resident of the State of
`Nevada, living and working in Clark County.
`Defendant, TYRA BELL-HOLLAND (“Bell-Holland”) is and was at all times hereto a
`resident of the State of Nevada, living and working in Clark County.
`The true names or capacities of DOE individuals 1 through 10 are unknown to Plaintiff, who
`therefore sues said Defendants by such fictitious names. Plaintiff is informed and believes
`and thereon allege that each of the Defendants designated herein as DOE are responsible in
`some manner for the events and happenings referred to and caused damages proximately to
`Plaintiff as herein alleged. Plaintiff will ask leave of this Court to amend this Complaint to
`insert the true names and capacities of DOES 1 through 10 when the same have been
`ascertained and to join such Defendants in this action.
`The true names or capacities or ROE CORPORATIONS I through X, which may include but
`are not limited to unknown corporations, limited liability companies, or partnerships are
`unknown to Plaintiff who therefore sues said Defendants by such fictitious names. Plaintiff
`believes and thereon alleges that each of the Defendants designated herein as ROE
`ENTITIES I through X are responsible in some manner for the events and happenings.
`The Court has original subject matter jurisdiction over this dispute pursuant to Article 6,
`Section 5, Clause 1 of the Constitution of the State of Nevada in that this dispute involves
`an amount in controversy that exceeds the jurisdictional limits of any justice court.
`The Court also has original subject matter jurisdiction over this matter pursuant to Nevada
`
`Page 2 of 11
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`1.
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`2.
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`3.
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`4.
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`5.
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`6.
`
`7.
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`8.
`
`9.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
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`25
`26
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`28
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`

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`10.
`11.
`
`12.
`
`14.
`
`15.
`
`Arbitration Rule 3(A) in that Plaintiff's Complaint asserts a cause of action for declaratory
`relief.
`The Court has personal jurisdiction over the Defendants pursuant to NRS §14.605.
`Venue is proper in the Eighth Judicial District Court in and for Clark County, Nevada as the
`underlying acts giving rise to this action occurred and were performed in Clark County,
`Nevada in accordance with NRS §13.010(2).
`Prior to initiating this action, Plaintiff did not make a demand on Stove managers because
`they are the same individuals whose conduct gave rise to the claims herein stated and are
`individually interested in the outcome of the challenged acts and litigation.
`13. Moreover, the Defendants were previously approached to comply with the terms of the
`Stove Operating Agreement and wholly failed to do so in violation of the same.
`FACTUAL BACKGROUND
`Stove was incorporated in Nevada in 2018 with original members Nunez, Scott Commings
`(“Commings”) and Steven Grodkiewicz (“Grodkiewicz”).
`An Operating Agreement was executed for Stove and contained the following provisions;
`a.
`Article 3.1 provided net profits or losses “shall be determined on an annual basis and
`shall be allocated to the Member-Managers in proportion to their percentages of
`capital interest in the Company.”
`Article 4.8 stated that each LLC member was granted access and could inspect all
`books, records and materials in any member’s possess
`Article 5.1 indicated profit proceed payments were due to members in an amount
`equal to ownership, on the 21st day of each month close out.
`Article 6.3 of the Operating Agreement provided that Members were required to
`close the books after each calender year and provide a statement to each Member
`detailing income and expenses for income tax reporting purposes.
`The Operating Agreement also provided at Article VII for certain procedures to be
`followed to transfer a member’s interest in the LLC.
`In March 2018, Stove entered into a joint venture agreement with Water Street Ventures,
`
`b.
`
`c.
`
`d.
`
`e.
`
`16.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
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`Page 3 of 11
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`

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`18.
`
`19.
`
`20.
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`21.
`
`LLC (“Water Street”).
`17. Water Street was managed by Nunez, Commings and Grodkiewicz. Members of Water
`Street included Howard, Dice and Bell-Holland.
`Under the terms of the joint venture, Water Street was to provide initial capitalization and
`management for Stove which would operate a high end brunch restaurant.
`Nunez, who has over thirty years’ executive level management experience in the restaurant
`business, served as Stove’s operating partner and provided concept development, and
`location selection, design, management training, guest relations, business negotiations,
`streamlined operations and acted as its executive chef during his tenure with the business.
`Stove operates at 11261 S Eastern Avenue, Suite 200 Henderson, a turn key location
`strategically chosen by Nunez who executed the first lease for the premises.
`After the joint venture began operating successfully, Howard, Dice and Bell-Holland
`dissolved Water Street because they wanted to become owners, not solely investors, in the
`Stove.
`Although it was anticipated a new Stove Operating Agreement would be drafted and
`completed, an agreement as to terms could not be reached and so the initial Operating
`Agreement was left in place.
`Eventually various LLC members’ interests were bought by the remaining members and by
`2021, the ownership interests in Stove were: Nunez, 38%; Dice, 34%; Howard, 25% and
`Bell-Holland, 3%.
`As a result of internal disputes between the Stove members, by December 2021, Nunez
`expressed a desire to sell his interest in the LLC.
`Dice initially offered to purchase Nunez’s share of Stove for $175,000.00 but Nunez deferred
`pending the completion of a business valuation which he requested from Defendants as a
`preliminary step prior to a formal sale.
`Prior to the time an agreement could be reached regarding a Nunez buy out, on or about
`December 27, 2021, Nunez was provided with a document titled, Termination and
`Separation Agreement signed by Howard, Dice and Bell-Holland, that as of December 27,
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`2021, he would be “terminated” from Stove.
`The purported termination notice improperly classified Nunez as an “at-will” employee,
`demanded the release of property and notified Nunez he would no longer participate in the
`day to day operations of Stove.
`The termination notice further acknowledged:
`... This does not change your position as a member of the company.
`As a continuing member of the company, we will defer to you as
`deemed necessary. Any discussions and negotiations regarding the
`potential buyout of your membership interest shall remain
`confidential.
`Thereafter, Howard, Dice and Bell-Holland unsuccessfully attempted to have Nunez
`physically removed from the Stove premises. However, since Nunez was an owner of the
`business and was the tenant on the LLC lease, he could not be removed.
`Nunez was eventually forced out as a daily participant of Stove operations and the majority
`of the Stove staff left with him in protest.
`Operations were closed for approximately three (3) weeks as a result of the staff walkout.
`In approximately January 2022, Nunez obtained an appraisal for Stove in the amount of
`$1,082,875.00.
`On or about January 3, 2022, while attempting to check the Stove savings account balance,
`Nunez learned it was closed and $100,000.00 was withdrawn.
`Nunez had kept the sums available in the savings account for emergencies and had not been
`consulted regarding the withdrawal despite his 38% ownership interest in the Stove.
`Based on information and belief, the sums were paid to Dice and Howard.
`Thereafter, Nunez began receiving notices from the point of sale system (“POS”) he had
`placed in Stove for the processing of credit and debit card payments.
`The notices indicated someone was trying to access the system pass code in order to alter
`administrative access via the use of unauthorized email attacks.
`In an attempt to prevent further diversion of his interests, Nunez temporarily routed the POS
`deposits from the Stove business account to a secondary backup account established in the
`event of an emergency, under his own name.
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`Nunez routed the POS deposits until he had recovered sums nearly equal to his interest in the
`Stove savings account which had been emptied by Defendants.
`Defendants thereafter initiated a criminal action against Nunez in 2022 which was based on
`half truths and outright falsity.
`In approximately November, 2022 as Nunez was opening a new business venture in
`Downtown Las Vegas, Bell-Holland, via social media, made the following false
`representations intended to damage Plaintiff’s reputation and discourage potential customers
`from frequenting the new business:
`a.
`The new business was “cursed”;
`b.
`Investors in the new business should be worried;
`c.
`Nunez was careless with The Stove brand and reputation which resulted in the need
`to “rebuild everything”;and
`Nunez was a liability for The Stove.
`d.
`Beginning in September 2023, Nunez - through counsel - repeatedly asked for financial
`records and sought information about the LLC in order to confirm current ownership and
`management of the LLC, its compliance with applicable law and investigate the value of
`Plaintiff’s interest in the LLC.
`Plaintiff’s demand for inspection of the financial records was ignored despite his right to
`request and review the records.
`FIRST CAUSE OF ACTION
`(Accounting as to Nunez)
`Plaintiff repeats and realleges each and every allegation contained in the foregoing
`paragraphs, and incorporate the same herein by reference
`The Defendants are in possession of books, records, assets and proceeds of The Stove which
`have not been accessible to Nunez.
`The Defendants had a duty to disclose information regarding the finances of the LLC and
`allow Plaintiff access to records, however, they failed to honor those obligations.
`Nunez requests and is entitled to an accounting of the financial status of the entity to assist
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`with the determination of its value to present.
`Additionally, in accordance with his rights to obtain financial information regarding the
`entity, Plaintiff seeks entry of an order compelling Defendants to file with the Court and
`serve on Plaintiff an accounting, under oath, detailing the deposits, payments and transfers
`from any and all business accounts, from 2021 to present, including the current locations of
`the accounts, including the specific banks where accounts are located; the persons or entities
`with control over the accounts; and the location of any assets purchased or acquired with
`LLC funds.
`As a result of the actions outlined herein, Plaintiffs have been forced to retain the services
`of an attorney to prosecute this action and are entitled to an award of reasonable attorney's
`fees.
`
`SECOND CAUSE OF ACTION
`(Breach of Fiduciary Duty as to Stove and Nunez)
`Plaintiff repeats and realleges each and every allegation contained in the foregoing
`paragraphs, and incorporate the same herein by reference.
`At the time of the actions described herein, Defendants were all members of Stove.
`In that capacity, Defendants owed duties of good faith and fair dealing to exercise the highest
`standard of good faith in all transactions relating to the entity.
`Defendants owed a duty to place the interest of the entity above their own personal interests
`and refrain from self-dealing.
`Defendants owed a duty of care requiring them to act in a reasonably prudent manner with
`regard to his responsibilities for carrying out the entity's business and activities and act
`reasonably, in good faith, and without any conflict of interest when making business
`decisions for the entity.
`Defendants breached their fiduciary duties as set forth herein.
`As a result of said breaches, Plaintiff sustained damages in excess of $15,000.00.
`As a direct and proximate result of the foregoing, Plaintiff has been damaged in an amount
`in excess of $15,000.00.
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`It has been necessary for Plaintiff to retain the services of an attorney to prosecute this action
`and therefore, Plaintiff is entitled to reasonable attorney's fees and costs.
`THIRD CAUSE OF ACTION
`(Breach of Contract / Agreement as to Nunez)
`Plaintiff repeats and realleges each and every allegation contained in the foregoing
`paragraphs, and incorporate the same herein by reference.
`The Stove Operating Agreement is a valid and existing contract.
`The Defendants are bound by the terms of the Operating Agreement.
`Plaintiff is a member of Stove.
`Defendants failed to comply with and breached the terms of the Operating Agreement as set
`forth herein following their removal of Nunez from the day to day operations of Stove.
`As a result of the breaches, Nunez has suffered damages in an amount in excess of
`$15,000.00.
`It has been necessary for Plaintiff to retain the services of an attorney to prosecute this action
`and therefore, Plaintiff is entitled to reasonable attorney's fees and costs.
`FOURTH CAUSE OF ACTION
`(Contractual Breach of Covenant of Good Faith and Fair Dealing as to Nunez)
`Plaintiff repeats and realleges each and every allegation contained in the foregoing
`paragraphs, and incorporate the same herein by reference.
`Defendants are members of Stove and parties to the LLC Operating Agreement.
`Defendants breached their duty in a manner that was unfaithful to the Operating Agreement
`when they wrongfully attempted to remove Nunez from the Stove premises and undertook
`certain legal actions in violation of his rights as well as refused his access to business records
`and questioned his interest in and authority to direct the affairs of Stove.
`As a result of Defendants’ breaches, Nunez’s justified expectations were denied and he
`suffered damages in excess of $15,000.00.
`It has been necessar