CAUSE NO. DC-18-13900
`
`LENNOX CAPITAL PARTNERS, LP,
`
`PlaintifflCounter—Defendant,
`
`IN THE DISTRICT COURT OF
`
`FILED
`DALLAS COUNTY
`3/4/2019 2:26 PM
`FELICIA PITRE
`DISTRICT CLERK
`
`Martin Reyes
`
`DALLAS COUNTY, TEXAS
`
`95TH DISTRICT COURT
`
`v.
`
`BRIAN LADIN,
`Defendant/Counter—Plaintifj'VThird—Party
`Plaintiff,
`
`v.
`
`RICHARD SQUIRES,
`Th ird-Party Defendant.
`
`BRIAN LADIN, derivatively on behalf of
`DELOS SHIPPING, LLC,
`
`Intervenor,
`
`RICHARD SQUIRES,
`
`Defendant.
`
`commammcmwowaamamamwowomamamamcmcmcmamomamcmwowzamammwowo
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, THIRD-PARTY PETITION, AND
`PETITION IN INTERVENTION
`
`TO THE HONORABLE COURT:
`
`
`Brian Ladin (“Ladin”) files his Original Counterclairn against Lennox Capital Partners,
`
`
`LP (“Lennox”), his Original Third-Party Petition against Richard Squires (“Squires”), and this
`
`
`Original Petition in Intervention, derivatively on behalf of Delos Shipping, LLC (“Delos
`
`Shipping”), against Squires, and in support would respectfully show:
`
`

`

`I.
`
`Introduction
`
`1.
`
`Brian Ladin trusted Richard Squires. Squires recruited Ladin to be his right-hand
`
`man and set Ladin to work identifying and developing projects from which both Squires and Ladin
`
`could profit. Expecting that Squires would treat Ladin as a valued partner, Ladin constructed a
`
`group of interrelated entities to manage a series of investments in the shipping industry, including
`
`
`Delos Shipping and a series of foreign special purpose entities (the “SPEs”) that owned multi—
`
`million—dollar ships. Squires wanted Ladin to have an equity stake in the SPEs and thus insisted
`
`that Ladin borrow money from Squires to purchase that equity. Squires represented to Ladin and
`
`agreed that management fees from each SPE to Delos Shipping would be used to repay the
`
`corresponding note for each SPE. On the basis of those representations, Ladin borrowed a total of
`
`$875,000 from Lennox, which Squires funded and controlled.
`
`It was only after Ladin agreed to
`
`the promissory notes that it became clear that Ladin’s trust in Squires had been misplaced and that
`
`Squires had fraudulently induced him into the transactions.
`
`2.
`
`Ladin and Squires each owned 50% of Delos Shipping, which was the manager of
`
`the SPEs. Ladin did the work of Delos Shipping, dedicating nearly 80% of his time to directing
`
`the operations of the underlying shipping businesses. Ladin expected (as Squires had promised)
`
`to be paid for his efforts and that the SPEs would pay management fees to Delos Shipping to allow
`
`Ladin to repay the notes. It turns out that Squires had other ideas. Squires was the primary investor
`
`in the SPES and used that leverage to cause the SPEs to withhold more than $2 million in
`
`management fees due and owing to Delos Shipping. At the same time, Squires caused those same
`
`SPEs to pay more than $3.7 million in distributions, nearly half of which went to Squires or his
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 2 of 19
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`

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`entities. Ladin, as a minority shareholder, received less than 10% of what the SPEs distributed to
`
`Squires.
`
`3.
`
`Squires’ bait-and-switch forced Ladin to look elsewhere for income.
`
`The
`
`agreement governing Delos Shipping permitted Ladin and Squires to pursue independent ventures,
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`and both Ladin and Squires had long maintained their own entities, businesses, and independent
`
`shipping investments. Ladin pursued those separate ventures, hoping to earn enough to escape the
`
`financial trap that Squires created. At the same time, Ladin attempted to negotiate an orderly
`
`unraveling of his relationship with Squires. Those discussions proceeded amicably at first, with
`
`Squires conceding the parties’ agreement that amounts owed on the promissory notes would be
`
`offset by the accrued management fees the SPEs owed to Delos Shipping. But when Ladin refused
`
`to capitulate to unreasonable demands — including that Ladin turn over all emails relating to
`
`Ladin’s independent ventures — Squires changed tactics and turned to abusive, multiple litigations
`
`to increase his leverage.
`
`4.
`
`Through this suit (and another pending in the 298th District Court), Squires hopes
`
`to bludgeon Ladin into submission through incendiary (and misleading) pleadings, the threat of
`
`enforcing the notes without payment of management fees, and the burden of attorneys’ fees.
`
`It
`
`will not work. Through this counter-claim, third party-petition, and petition in intervention, Ladin
`
`seeks to put the full scope of the parties’ agreements before the Court, facilitate an unwinding of
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`the parties’ business relationship, and receive remedies for Squires’ substantial abuse of trust.
`
`II.
`
`Discovegy Level
`
`5.
`
`Ladin intends that discovery be conducted under Level 3 and affirmatively pleads
`
`that he seeks damages in excess of $50,000. See TEX. R. CIV. P. 190.2, 190.4.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 3 of 19
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`6.
`
`Ladin affirmatively pleads that this suit is not governed by the expedited actions
`
`process in Texas Rules of Civil Procedure 169. See TEX. R. CIV. P. 169.
`
`III.
`
`Parties
`
`7.
`
`Defendant/Counter—Plaintiff/Third—Party Plaintiff Brian Ladin is an individual who
`
`has already appeared in this case.
`
`8.
`
`Plaintiff/Counter—Defendant Lennox is a Texas limited partnership that has already
`
`appeared in this case.
`
`9.
`
`Third-Party Defendant Richard Squires is an individual residing in Dallas County,
`
`Texas, who may be served through his attorneys, Winstead PC, 500 Winstead Building, 2728 N.
`
`Harwood Street, Dallas, Texas 75201.
`
`10.
`
`Intervenor Delos Shipping, LLC is a Delaware limited liability company with its
`
`principal place of business in Dallas County, Texas.
`
`IV.
`
`Damages
`
`11.
`
`Ladin seeks non-monetary relief and monetary relief over $1,000,000. See TEX. R.
`
`CIV. P. 47(c)(5).
`
`V.
`
`Venue
`
`12.
`
`Venue is appropriate in Dallas County, Texas pursuant to Texas Civil Practice and
`
`Remedies Code § 15.002(a)(1) because it is the county in which all or a substantial part of the
`
`events or omissions giving rise to the claims herein occurred.
`
`VI.
`
`Jurisdiction
`
`13.
`
`The Court has jurisdiction in this matter pursuant to Article V, Section 8, of the
`
`Texas Constitution and Tex. Gov’t Code § 24.008.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
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`Page 4 of 19
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`14.
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`The amount of damages exceeds the jurisdictional minimum ofthis Court. See Tex.
`
`R. Civ. P. 47(b).
`
`
`
` VII. Facts
`
`A.
`
`Squires breached his agreement with Ladin.
`
`15.
`
`Ladin is a financial professional and investor with decades of experience in the
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`shipping, finance, and technology industries. Squires is an investor, former real estate executive,
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`and co-founder and managing director of Lennox, which makes capital investments in a variety of
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`business ventures. Ladin and Squires met in or about 2008, when Ladin was an investment
`
`manager for a firm with which Squires had worked. Squires was impressed with Ladin’s talents
`
`and intelligence and, in or about 2010, invited Ladin to join Squires as his right-hand man.
`
`16.
`
`Ladin served as one of Squires’ primary investment advisors, helping Squires
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`identify and manage investments in shipping, technology, and other industries. In or about 2010,
`
`at Squires’ direction, Ladin founded Delos Shipping, a Delaware corporation of which both
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`Squires and Ladin own 50%. Ladin had long used the “Delos” name in other ventures. Ladin also
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`formed a series of SPEs, which were limited liability corporations that were registered in various
`
`foreign jurisdictions.
`
`l7.
`
`Squires and Ladin recruited investors — many of them longtime friends and partners
`
`of Squires — who purchased membership interests in these SPEs through agreements that
`
`designated Delos Shipping as the sole manager. The SPEs, in turn, owned interests in other entities
`
`(again, most commonly foreign limited liability corporations) that owned large cargo or chemical
`
`ships, which were often worth tens of millions of dollars. As manager of these SPEs, Delos
`
`Shipping directed the commercial activities of the ships, including by entering into contracts on
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 5 of 19
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`behalf of the SPEs and hiring and directing commercial ship operators. Ladin effectively acted as
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`CEO of Delos Shipping and managed nearly all of the day-to-day operation of the company and
`
`the SPEs. Ladin spent approximately 80% ofhis time between 201 1 and 2018 managing the SPEs.
`
`Squires, as the principal funder of both Delos Shipping and the SPEs, retained the final call on
`
`major decisions regarding Delos Shipping and the SPEs, but did little to no part of the daily work.
`
`18.
`
`Among the SPEs formed by Squires and Ladin were Delos Megacore LLC
`
`(“Megacore”), Delos Wilutama LLC (“Wilutama”), and Delos Pitaloka LLC (“Pitaloka”). Each
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`of these three SPEs owned interests in other entities that owned cargo or chemical transport ships.
`
`Squires was the primary investor in each entity, owning in his own name or through affiliated
`
`entities approximately 31% of Megacore, 57% of Wilutama, and more than 20% of Pitaloka.
`
`Squires believed it was important that Ladin, as his business partner and principal manager of the
`
`SPEs, have some “skin in the game” in the form of an equity stake in the SPEs. Squires requested
`
`that Ladin borrow — in Ladin’s own name — $875,000 from Squires to purchase equity in each of
`
`these entities. These loans came in the form of promissory notes from Lennox and were (in some
`
`cases) transferred directly from Lennox to the individual SPES to secure Ladin an approximately
`
`4.7% stake in Megacore, 2.9% in Wilutama, and 5% in Pitaloka.
`
`19.
`
`Before Ladin signed the promissory notes, Squires represented that Megacore,
`
`Wilutama, and Pitaloka would pay management fees to Delos Shipping. According to the
`
`governing agreement, Ladin was entitled to receive 50% of any management fees paid to Delos
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`Shipping (after expenses), which Squires represented would be sufficient to enable Ladin to pay
`
`down each corresponding promissory note before the due dates. Ladin agreed to sign the
`
`promissory notes in reliance on these representations.
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`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 6 of 19
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`20.
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`But a few short months after Ladin signed the notes, Squires started to backtrack
`
`on his promises. The shipping ventures pursued through these three entities proved to be more
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`complicated and, in some cases, more troubled than anticipated. Megacore was mired in litigation
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`almost immediately. Wilutama and Pitaloka were eventually profitable (thanks to Ladin’s
`
`management), but their revenues grew at a modest pace.
`
`21. Megacore, Wilutama, and Pitaloka all could have nonetheless paid management
`
`fees as a routine business expense and as required under the relevant company agreement, and
`
`Wilutama and Pitaloka did so sporadically. Even Megacore, which consistently lost money due
`
`to its legal disputes, could have paid fees to Delos Shipping. Ladin repeatedly requested that Delos
`
`Shipping ask the Megacore investors for consent to pay management fees. Squires refused.
`
`22.
`
`Squires was the principal investor in the SPEs and provided much of their initial
`
`working capital. He exercised effective control over the SPEs and Delos Shipping. Squires
`
`directed that Megacore, Wilutama, and Pitaloka withhold more than $2 million in management
`
`fees owed to Delos Shipping between 2011 and 2017, more than $1 million from Megacore alone.
`
`23.
`
`Rather than pay fees as required to Delos Shipping (the profits of which had to be
`
`shared 50/50 with Ladin), Squires directed that Wilutama and Pitaloka issue distributions to their
`
`shareholders, which disproportionately benefitted Squires and his entities. Wilutama was
`
`successful (in large part due to Ladin’s success at managing the underlying shipping business) and
`
`generated enough cash to pay both some of the accrued management fees and significant
`
`distributions to shareholders. But rather than live up to his promise to Ladin and pay all the
`
`management fees owed to Delos Shipping, Squires enriched himself and his friends to the
`
`detriment of Ladin. Between 2011 and 2017, Squires directed that Wilutama pay approximately
`
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`
`
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`Page 7 of 19
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`$2.8 million in distributions to shareholders. In 2011, he directed that Pitaloka pay more than
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`$850,000 in distributions. Squires and his entities received nearly $1.7 million from these
`
`distributions. Ladin, by contrast, received approximately $165,000, less than 10% of what Squires
`
`received. Those distributions thus substantially disadvantaged Delos Shipping (which received
`
`nothing) and was financially devastating to Ladin. Had management fees from all three SPEs been
`
`paid as agreed, Ladin would have received more than enough to repay the promissory notes. But
`
`Squires would not let that happen, paying off himself and his friends before allowing Delos
`
`Shipping and Ladin to receive their fair share.
`
`24.
`
`Squires knew what he was doing violated both his agreement with Ladin and his
`
`fiduciary duties to Delos Shipping and Ladin. To justify his self-enriching distributions, Squires
`
`agreed that Ladin did not have to make payments on the three promissory notes, as Squires has
`
`withheld the management fees. He also did nothing when the notes became due in September of
`
`2015. Squires’ inaction was a recognition of, and performance in furtherance of, his agreement
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`with Ladin that Megacore, Witaluma, and Pilatoka would pay Delos Shipping management fees,
`
`thereby allowing Ladin to repay the promissory notes. In later discussions to unwind the parties’
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`business relationships, Squires admitted as much, conceding that the promissory notes would be
`
`offset by Ladin’s share of the accrued management fees that Megacore, Witaluma, and Pitaloka
`
`had not paid Delos Shipping.
`
`B.
`
`25.
`
`Squires attempted to force Ladin into a bad deal.
`
`The unfair distributions and improper withholding of management fees before 2017
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`put Ladin in a financial bind. He, like Squires, pursued his own ventures. The governing
`
`agreement for Delos Shipping permitted such independent ventures, and both Squires and Ladin
`
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`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`
`
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`Page 8 of 19
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`had maintained separate businesses and independent entities throughout their relationship. Squires
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`had even invested in a separate, competing shipping fund without seeking consent from Ladin.
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`Squires knew that Ladin was pursuing his own ventures and told Ladin that he had no interest in
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`“glomming on” to Ladin’s independent ventures in the shipping industry.
`
`26.
`
`At the same time, Ladin and Squires engaged in what to Ladin appeared to be good
`
`faith negotiations to unwind their business relationship. Squires agreed that Ladin was entitled to
`
`offset the amounts owed on the promissory notes with accrued but unpaid management fees from
`
`Megacore, Witaluma, and Pitaloka. All that separated the parties was calculation of interest and
`
`other details.
`
`27.
`
`But
`
`in the middle of 2018, Squires apparently reconsidered his interest
`
`in
`
`“glomming” on to Ladin’s independent businesses. One of Ladin’s independent shipping projects
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`had met with success and made some news, which Squires’ ego could not bear. He demanded to
`
`be included in Ladin’s venture, claiming (to the contrary 0f the Delos Shipping company
`
`agreement and the parties’ prior practice) that all of Ladin’s shipping business had to be run
`
`through Delos Shipping. Squires later interfered with that venture and caused its termination,
`
`resulting in tens of millions of dollars in damages to Ladin.
`
`28.
`
`Squires then demanded access to every one of Ladin’s personal emails, claiming
`
`that he was entitled to such emails as a co-owner of Delos Shipping. Ladin refused. As Squires
`
`well knew, the domain name “delosshipping.com” is registered to and owned by TC Global, LLC,
`
`an entity wholly owned by Ladin. Email and Internet service for Delos Shipping has been managed
`
`by a third-party vendor, Intelligent Technology Solutions, Inc. (“fl”). Squires and Ladin agreed
`
`that Ladin was permitted to use his Delos Shipping email account for business unrelated to Delos
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 9 of 19
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`

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`Shipping, so long as Ladin or the relevant Ladin entity made appropriate payments to Delos
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`Shipping for that use (which Ladin made regularly). Included within the delosshipping.com emails
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`are communications between Ladin and his legal counsel that are subject to the attomey-client
`
`privilege, private personal and financial information regarding Ladin and his family, trade secret
`
`information regarding Ladin’s independent businesses, and other information that is confidential
`
`and proprietary. Ladin offered to share email related directly to Delos Shipping and the parties’
`
`joint ventures with Squires, but that was not good enough for Squires.1
`
`29.
`
`Squires’ determination to twist the knife in Ladin’s back has even extended to
`
`sabotage of one of Delos Shipping’s key investments. The vessel owned by Wilutama faced a
`
`cash shortfall due to costs associated with two mechanical issues. Ladin sought to consider all
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`options to maximize value for Wilutama, its shareholders, and Delos Shipping, including seeking
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`offers for sale of the ship. Squires, however, insisted that Ladin personally contribute the cash to
`
`make up the short fall and actively blocked all other avenues to raise funds, including by personally
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`directing the commercial operator to cease discussions with all potential buyers. Squires’ grudge
`
`against Ladin has thus extended into self-defeating measures that deprive both Wilutama
`
`shareholders and Delos Shipping from gaining a return on their investment in Wilutama.
`
`30.
`
`After Squires’ strong-arm tactics failed to bully Ladin into a making a bad deal,
`
`Squires changed tactics. He filed this suit, and a related suit in the 298th District Court, to increase
`
`the pressure on Ladin, publicly demean his character, and threaten to burden Ladin with attorneys’
`
`fees. Both suits describe only isolated portions of the parties’ complex business dealings, seeking
`
`
`
`1 After filing Suit, Squires successfully and improperly pressured ITS into delivering to Squires a hard drive
`with all of the email boxes related to the delosshipping.com email accounts on or about October 22, 2018. Counsel
`for Ladin wrote Squires’ counsel a letter on October 29, 2018, asserting privilege over the emails Within that hard
`drive and demanding its return. Squires’ counsel refused.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 10 of 19
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`

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`to create a misleading narrative on which to pursue baseless claims. Through these counter—claims,
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`third-party petition, and petition in intervention, Ladin seeks to place the entire scope of the
`
`agreements and Squires’ conduct before the Court and to hold Squires accountable for his actions.
`
`VIII. Causes of Action
`
`Cause of Action One — Breach of Contract
`
`(Ladin Against Squires and Lennox)
`
`31.
`
`Pursuant to Rule 58 of the Texas Rules of Civil Procedure, Ladin incorporates by
`
`reference all of the allegations in each of the paragraphs above, as if fully set forth herein.
`
`32.
`
`Lennox and Ladin agreed to the promissory notes, through which Squires, acting
`
`through Lennox, loaned Ladin funds specifically for investments in Megacore, Wilutama, and
`
`Pitaloka.
`
`33.
`
`Ladin and Squires (and Lennox through Squires) understood and agreed that
`
`Megacore, Wilutama, Pitaloka, and other SPEs would pay management fees to Delos Shipping,
`
`which would permit Ladin to repay the promissory notes for each individual investment.
`
`34.
`
`Squires subsequently caused those SPEs to withhold management fees from Delos
`
`Shipping.
`
`35.
`
`In recognition of the agreement between Ladin and Squires that the SPEs would
`
`pay sufficient management fees to Delos Shipping such that Ladin could repay the promissory
`
`notes, Squires (on behalf of Lennox) did not require that Ladin make payments on the notes.
`
`36.
`
`By causing Lennox to file this suit seeking collection of funds from Ladin on the
`
`promissory notes but not releasing the management fees owed to Delos Shipping, Squires and
`
`Lennox have breached the agreement with Ladin.
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`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 11 of 19
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`37.
`
`Ladin seeks to recover actual, nominal, and consequential damages, including his
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`share of the management fees, and interest, court costs, and attorney fees as permitted by law.
`
`Cause of Action Two — Fraudulent lnducement
`
`(Ladin against Squires and Lennox)
`
`38.
`
`Pleading additionally and in the alternative, pursuant to Rule 58 of the Texas Rules
`
`of Civil Procedure, Ladin incorporates by reference all of the allegations in each of the paragraphs
`
`above, as if fully set forth herein.
`
`39.
`
`Squires, individually and as the representative of Lennox,
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`insisted that Ladin
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`borrow money to obtain an equity stake in Megacore, Pitaloka, and Wilutama.
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`40.
`
`Squires, individually and as the representative of Lennox, represented and agreed
`
`that Megacore, Pitaloka, and Wilutama would pay sufficient management fees to Delos Shipping
`
`to permit Ladin to repay each corresponding promissory note to Lennox.
`
`41.
`
`Squires’ representations were false and made knowingly, in that Squires had no
`
`intention of permitting Megacore, Pitaloka, and Wilutama to pay sufficient management fees to
`
`Delos Shipping to permit Ladin to repay each corresponding promissory note.
`
`42.
`
`Squires’ false representations were made to induce Ladin to agree to the promissory
`
`notes with Lennox.
`
`43.
`
`Ladin justifiably relied on Squires’ and Lennox’s false representations in signing
`
`the promissory notes with Lennox.
`
`44.
`
`Squires’ and Lennox’s false representations directly and proximately caused injury
`
`to Ladin, which resulted in actual damages.
`
`45.
`
`Ladin seeks to recover actual, nominal, and consequential damages, equitable relief
`
`and in the alternative rescission, interest, court costs and attorney fees as permitted by law.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 12 of 19
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`Cause of Action Three — Breach of Fiduciagy Duty
`(Ladin against Squires)
`
`46.
`
`Pleading additionally and in the alternative, pursuant to Rule 58 of the Texas Rules
`
`of Civil Procedure, Ladin incorporates by reference all of the allegations in each of the paragraphs
`
`above, as if fully set forth herein.
`
`47.
`
`As a 50% owner and manager of Delos Shipping, Squires owed fiduciary duties to
`
`Ladin as a member of Delos Shipping, including but not limited to the duty of loyalty.
`
`48.
`
`Squires was the majority-owner of and/or controlled multiple SPEs that owed
`
`management fees to Delos Shipping.
`
`49.
`
`Squires caused the SPEs that he majority-owned and/or controlled to withhold
`
`management fees owed to Delos Shipping.
`
`50.
`
`Squires instead caused those SPEs to pay distributions to shareholders, including
`
`Squires and entities that he controlled, rather than pay management fees owed to Delos Shipping,
`
`to Ladin’s prejudice and for the benefit of Squires’ own self-interest.
`
`51.
`
`By continuing to cause SPEs to withhold management fees to Delos Shipping,
`
`Squires has breached and is continuing to breach his fiduciary obligations to Ladin, placing his
`
`own interests over Ladin’s interest.
`
`52.
`
`Squires’ wrongful interference with potential business opportunities pursued by
`
`Ladin, including the sale of the Wilutama vessel, further breached Squires’ fiduciary obligations
`
`to Ladin, placing Squires’ interests above those of Ladin.
`
`53.
`
`Ladin seeks to recover actual, nominal, and consequential damages, equitable relief
`
`including disgorgement, court costs and attorneys’ fees as permitted by law.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
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`Page 13 of 19
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`Cause of Action Four — Breach of Fiduciary Duty
`(Ladin, derivatively on behalf of Delos Shipping, against Squires)
`
`54.
`
`Pleading additionally and in the alternative, pursuant to Rule 58 of the Texas Rules
`
`of Civil Procedure, Ladin incorporates by reference all of the allegations in each of the paragraphs
`
`above, as if fully set forth herein.
`
`55.
`
`As a fifty percent owner and manager of Delos Shipping, Squires owed fiduciary
`
`duties to Delos Shipping, including but not limited to the duty of loyalty.
`
`56.
`
`Squires was the majority-owner of and/or controlled multiple SPEs that owed
`
`management fees to Delos Shipping.
`
`57.
`
`Squires caused the SPEs that he majority-owned and/or controlled to withhold
`
`management fees owed to Delos Shipping.
`
`58.
`
`Squires instead caused those SPEs to pay distributions to shareholders, including
`
`to Squires and entities that he controlled, rather than pay management fees owed to Delos
`
`Shipping, to Delos Shipping’s prejudice.
`
`59.
`
`By continuing to cause SPEs to withhold management fees to Delos Shipping,
`
`Squires has breached, and is continuing to breach, his fiduciary obligations to Delos Shipping,
`
`placing his interest over those of Delos Shipping.
`
`60.
`
`Squires’ wrongful interference with potential business opportunities pursued by
`
`Ladin, including the sale of the Wilutama vessel, further breached Squires’ fiduciary obligations
`
`to Delos Shipping, placing Squires’ interests above those of Delos Shipping.
`
`61.
`
`On behalf of Delos Shipping, Ladin seeks to recover actual, nominal, and
`
`consequential damages, equitable relief including disgorgement, court costs and attorneys’ fees as
`
`permitted by law.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 14 of 19
`
`

`

`Cause of Action Five — uantum Meruit
`
`(Ladin, on behalf of himself and derivatively on behalf of Delos Shipping, against Squires
`and Lennox)
`
`62.
`
`Pleading additionally and in the alternative, pursuant to Rule 58 of the Texas Rules
`
`of Civil Procedure, Ladin incorporates by reference all of the allegations in each of the paragraphs
`
`above, as if fully set forth herein.
`
`63.
`
`Ladin and Delos Shipping rendered valuable services to Squires and Lennox in the
`
`form of his time and labor managing the SPEs.
`
`64.
`
`Squires and Lennox accepted the services via receipt of distributions paid by
`
`Wilutama and Pitaloka.
`
`65.
`
`Ladin and Delos Shipping rendered these services under circumstances as would
`
`reasonably notify Squires and Lennox that Ladin and Delos Shipping expected to be paid.
`
`66.
`
`Squires and Lennox caused those SPEs to withhold management fees to Delos.
`
`67.
`
`Ladin and Delos Shipping seek to recover actual and nominal damages, equitable
`
`relief, interest, court costs, and fees as permitted by law.
`
`Cause of Action Six — Declaratory Relief
`(Ladin against Squires)
`
`68.
`
`Pleading additionally and in the alternative, pursuant to Rule 58 of the Texas Rules
`
`of Civil Procedure, Ladin incorporates by reference all of the allegations in each of the paragraphs
`
`above, as if fully set forth herein.
`
`69.
`
`The domain name “delosshipping.com” was registered to TC Global.
`
`70.
`
`The emails provided by ITS to Squires and/or his attorneys on or about October 22,
`
`2018 were under the “delosshippingcom” email account.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 15 of 19
`
`

`

`71.
`
`The Delos Shipping organizing agreement does not provide Squires, Lennox,
`
`and/or their agents rights to demand access to any and all emails related to that domain name,
`
`without Ladin’s agreement or consent. Ladin has not provided that agreement or consent.
`
`72.
`
`Ladin requests a declaration to clarify TC Global’s ownership and right to control
`
`the email boxes related to the domain name delosshippingcom.
`
`73.
`
`Ladin further requests his reasonable and necessary attorneys’ fees as permitted
`
`under the Texas Declaratory Judgment Act.
`
`IX.
`
`Conditions Precedent
`
`74.
`
`Pursuant to Rule 58 of the Texas Rules of Civil Procedure, Ladin incorporates by
`
`reference all of the allegations in each of the paragraphs above, as if fully set forth herein.
`
`75.
`
`All conditions precedent for bringing these claims have been performed or have
`
`occurred.
`
`X.
`
`Demand Futility
`
`76.
`
`Squires and Ladin are each 50% owners of Delos Shipping. For Delos Shipping to
`
`bring a direct action against Squires for breach of his fiduciary obligations, both Squires and Ladin
`
`would have to agree to cause Delos Shipping to bring a claim against Squires.
`
`77.
`
`It is highly unlikely that Squires would agree to permit Delos Shipping to bring a
`
`direct legal action against himself or any legal entity that he owns and/or controls. Ladin therefore
`
`has no alternative but to bring a derivative action on behalf of Delos Shipping.
`
`78.
`
`Additionally, as further proof of the futility of a demand, Ladin has requested that
`
`Squires cause the SPEs that owe management fees to Delos Shipping to pay such fees immediately,
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 16 of 19
`
`

`

`or otherwise credit Ladin for the accrual of such fees. By filing his suits, it is apparent that Squires
`
`has refused.
`
`XI.
`
`Relief Sought
`
`79.
`
`Pursuant to Rule 58 of the Texas Rules of Civil Procedure, Ladin incorporates by
`
`reference all of the allegations in each of the paragraphs above, as if fully set forth herein.
`
`80.
`
`In addition to actual, direct, and incidental damages as set for above, Ladin seeks
`
`an award of all reasonable and necessary attorneys’ fees and costs under any and all applicable
`
`statutory and common law provisions, equitable relief in the form of rescission and disgorgement
`
`as described herein, in addition to any other relief requested for in this petition.
`
`XII. Discovery Rule/Limitations Tolling
`
`81.
`
`Pursuant to Rule 58 of the Texas Rules of Civil Procedure, Ladin incorporates by
`
`reference all of the allegations in each of the paragraphs above, as if fully set forth herein.
`
`82.
`
`Ladin did not discover, and through the exercise of reasonable care and diligence
`
`would not have discovered, the existence of certain facts giving rise to his causes of action until
`
`recently. Ladin pleads the discovery rule because the injury was inherently undiscoverable and
`
`objectively verifiable.
`
`83.
`
`Ladin further pleads that any statutes of limitations are tolled by equitable doctrines,
`
`including but not limited to equitable estoppel, continuing tort, and fraudulent concealment.
`
`XIII.
`
`Jury Demand
`
`84.
`
`Ladin demands a jury trial on all claims where permitted and tenders the appropriate
`
`fees with the petition.
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 17 of 19
`
`

`

`XIV. Prayer
`
`WHEREFORE, PREMISES CONSIDERED, Ladin respectfully prays that the Court
`
`award judgment in favor of Ladin, both individually and derivatively on behalf of Delos Shipping,
`
`and against Lennox and Squires for the following relief, collectively or in the alternative:
`
`a.
`b.
`c.
`
`(1.
`
`e.
`f.
`
`Actual, nominal, and consequential damages;
`Declaratory relief;
`Equitable relief in the form of rescission and disgorgement, where
`appropriate;
`All costs of court;
`
`Attorney fees pursuant to any and all applicable laws; and
`Any and all filrther relief, both in law and in equity, to which Ladin
`may be deemed justly entitled.
`
`DATED: March 4, 2019.
`
`Respectfully submitted,
`
`.0?
`DAVIS & SANTOS, RC.
`,5?
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`
`“
`J
`Jason M. Davis
`
`By:
`
`State Bar No. 00793592
`
`E—mail: [davis@dslawgc.c0m
`Jay Hulings
`State Bar No. 24104573
`
`E—mail: [hulingsgcfldslawgacom
`719 S. Flores Street
`
`San Antonio, Texas 78204
`
`Tel:
`Fax:
`
`(210) 853-5882
`(210) 200-8395
`
`Attorneys for Brian Ladin
`
`BRIAN LADIN’S ORIGINAL COUNTER-CLAIMS, ORIGINAL THIRD-PARTY PETITION, AND
`ORIGINAL PETITION IN INTERVENTION
`
`Page 18 of 19
`
`

`

`CERTIFICATE OF SERVICE
`
`I certify that on the March 4, 2019, I electronically filed the foregoing with the Clerk of
`the Court and that a true and correct copy of this document will be sent to c