TPG (Post Oak) Acquisition, LLC TPG (Post Oak) Mezzanine, LLC The Picerne Group, Inc. TPG, Inc. Allied Realty Advisors, LLC Allied Realty Partners, LLC Allied Orion Group, LLC D/B/A Allied Realty And ACS Restoration GC, LLC D/B/A Allied Construction Services TPG2011-4 (Post Oak), LLC v. Greystone Multi-Family Builders, Inc., Greystone (Post Oak), LLC, and Walter B. Eeds ( 2018 )

FILED IN
5/23/2018 1st COURT OF APPEALS
HOUSTON, TEXAS
NOTICE OF APPEALS 5/24/2018 10:13:30 AM
ASSIGNMENT OF COURT OF APPEALS
CHRISTOPHER A. PRINE
Clerk
TO: FIRST COURT OF APPEALS
FROM: DEPUTY CLERK: DUANE C. GILMORE
CHRIS DANIEL, DISTRICT CLERK
HARRIS COUNTY, TEXAS
CASE NO: 2015-25232 COURT: 334TH TENTATIVE DUE DATE:
9/6/2018
CASE ON APPEAL -
APPEAL TYPE: REGULAR (FINDINGS OF FACT FILED) CASE STATUS:
CIVIL
GREYSTONE MULTI-FAMILY BUILDERS, INC. GREYSTONE (POST OAK), LLC, AND WALTER B.
APPELLANT:
EEDS
TPG (POST OAK) ACQUISITION, LLC; TPG (POST OAK) MEZZANINE, LLC; THE PICERNE GROUP,
INC.; TPG, INC.; ALLIED REALTY ADVISORS, LLC' ALLIED REALTY PARTNERS, LLC' ALLIED
APPELLEE:
ORION GROUP, LLC DBA ALLIED REALTY; ACS RESTORATION GC, LLC DBA ALLIED
CONSTRUCTION SERVICE
EVENT FILE DATE: 5/22/2018 NUMBER OF DAYS: 120
EVENT CODES: CR C OA
FILED BY: PAUL J DOBROWSKI TBN: 5927100
DATE ORDER SIGNED: 5/9/2018
COURT ASSIGNED TO: FIRST COURT OF APPEALS
IMAGE NO: 0 VOLUME: PAGE:
MOTION FOR NEW TRIAL FILING DATE: March 13, 2018
NOTES: PREVIOUS APPELLATE NO. 01-18-00396-CV
CHRIS DANIEL
Harris County, District Clerk
By: /sDUANE C. GILMORE
DUANE C. GILMORE, Deputy
BC NOTICE OF APPEAL FILED
BG NOTICE OF APPEAL FILED – GOVERNMENT
C JUDGMENT BEING APPEALED
D- ACCELERATED APPEAL
OA NO CLERK’S RECORD REQUEST FILED W/NOTICE OF APPEAL
O CLERK’S RECORD REQUEST FILED (W/NOTICE OF APPEAL)
NA AMENDED NOTICE OF APPEAL
CR CROSS-APPEAL
5/ 22/ 2018 3:07 PM
Chris Daniel - District Clerk Harris County
Envelope No. 24775209
By: Phyllis Washington
Filed: 5/ 22/ 2018 3:07 PM
Cause No. 2015-25232
Greystone Multi-Family Builders, Inc., IN THE DISTRICT COURT
Plaintiff and Counter-Defendant,
§
TPG (Post Oak) Acquisition, LLC, et al., §
Defendants, §
and §
§ OF HARRIS COUNTY, TEXAS
TPG 2011 4 (Post Oak) , LLC,
- §
Plaintiff in Intervention,
'
§
V - §
§
Greystone (Post Oak) , LLC and §
Walter Eeds, §
Defendants in Intervention. § 334TH JUDICIAL DISTRICT
THE GREYSTONE PARTIES’ NOTICE OF CROSS-APPEAL
Under Texas Rules of Appellate Procedure 25 and 26.1 (d) , Greystone Multi-Family
Builders, Inc. (“ GMFB” ), Greystone (Post Oak) , LLC (“ GPO” ) , and Walter B. Eeds
(“ Eeds” ) (collectively, the “ Greystone Parties” ) give notice that they desire to appeal the
Modified Final Judgment (signed on May 9, 2018), as well as, to the extent necessary, the
Final Judgment (signed on February 21, 2018) , to the First or Fourteenth Court of Appeals.
The Modified Final Judgment, Final Judgment, and all orders, findings of fact, and
conclusions of law that were signed in Cause No. 2015-25232, styled Greystone Multi-Family
Builders, Inc. v. TPG ( Post Oak ) Acquisition, LLC; Allied Fealty Advisors, LLC; Allied Fealty
Partners, LLC; Allied Orion Group, LLC d/ bj a Allied Fealty; and ACS Restoration GC, LLC
d/ bf a Allied Construction Services and TPG 2011 -4 (Post Oak ), LLC v. Greystone (Post Oak ), LLC
and WPlter Eeds,- in the 334th Judicial District Court of Harris County, Texas.
1
Pursuant to Local Rule 1.4 of the First and Fourteenth Court of Appeals, as well as
§ 22.202 (h) of the Texas Government Code, the Greystone Parties advise the Clerk that a
related appeal was filed in this cause on May 17, 2018, and that appeal was assigned to the
First Court of Appeals as Case No. 01-18-00396-CV, styled TPG (Post Oak ) Acquisition, LLC;
-
PPG (Post Oak ) Me yyanine, LLC; The Picerne Group, Inc.; TPG, Inc.; Allied Kealty Advisors, LLC;
Allied Pealty Partners, LLC; Allied Orion Group, LLC d / b / a Allied Pealty; and ACS Pestoration
res; TPG 2011 -4 (Post Oak ), LLC v. Greystone Multi-
Family Builders, Inc.
The Clerk of the Court is hereby requested to prepare the appellate record as required
by Texas Rule of Appellate Procedure 34.5.
Respectfully submitted,
DOBROWSKI, LARKIN & JOHNSON, L.L. P.
By: / si Paul I Dobromki
PaulJ . Dobrowski
SBN 05927100
Anthony D. Weiner
SBN 24043984
Leah M. Graham
SBN 24073454
4601 Washington Avenue, Suite 300
Houston, TX 77007
Telephone: (713) 659-2900
Facsimile: (713) 659-2908
pjd@doblaw.com
adw@doblaw.com
lgraham@doblaw.com
ATTORNEYS FOR GREYSTONE MULTI-
FAMILY BUILDERS, INC, GREYSTONE
(POST OAK) , LLC, and WALTER B. EEDS
2
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing document has been
served on all counsel of record in accordance with the Texas Rules of Civil Procedure on
this 22nd day of May, 2018, by ECF Filing to the following:
Kathy Patrick
Laura J . Kissel
Brian Ross
Charles Rosson
Gibbs & Bruns, LLP
1100 Louisiana, Suite 5300
Houston, TX 77002
Marie R. Yeates
Michael Heidler
Vinson & Elkins LLP
1001 Fannin, Suite 2500
Houston, TX 77002
/ s / Leah M . Graham
Leah M. Graham
3
2015-25232
Pgs- 4
GREYSTONE MULTI -FAMILY § IN THE DISTRICT COURT OF
BUILDERS, INC . § STIPX
§ MODIX
Plaintiff, § ATFEX
§
v. §
§
TPG (POST OAK ) ACQUISITION, LLC; §
ALLIED REALTY ADVISORS, LLC; §
ALLIED REALTY PARTNERS, LLC ; §
ALLIED ORION GROUP, LLC d /b/a §
ALLIED REALTY; and ACS §
RESTORATION GC, LLC d /b/a ALLIED §
CONSTRUCTION SERVICES §
§
Defendants . § HARRIS COUNTY, TEXAS
§
and §
§
TPG 2011 -4 ( POST OAK ), LLC §
§
Plaintiff, §
§
v. §
§
GREYSTONE ( POST OAK ), LLC; §
and WALTER EEDS §
§
Defendants § 334th JUDICIAL DISTRICT
MODIFIED FINAL JUDGMENT
1. On August 14, 2017, this case was called for trial . All parties appeared in person or
through a representative and by attorneys of record and announced ready for trial .
2. No jury trial having been demanded, all matters in controversy, legal and factual ,
were submitted to the Court for its determination . The Court’ s Second Amended Findings of Fact
and Conclusions of Law are hereby incorporated into this judgment by reference .
3. The Judgment entered by the Court on February 21 , 2018 is hereby vacated and
1
superseded by this Modified Final Judgment.
4. The Court, after hearing the evidence and arguments of counsel , RENDERS
JUDGMENT :
(1) In favor of Greystone Multi -Family Builders, Inc . (“ GMFB” ) against TPG
( Post Oak ) Acquisition, LLC (“ TPG Owner” ) under the Construction
Contract dated August , 2012 (DX 2 ) (the “ Construction Contract” );
(2) In favor of TPG 2011-4 ( Post Oak ), LLC (“ TPG 2011-4” ) against Greystone
( Post Oak ), LLC (“ GPO” ) under the Amended and Restated Limited
Liability Company Agreement of TPG ( Post Oak ) Mezzanine, LLC ( DX 3 )
( the “ Mezzanine Agreement” ); and
(3 ) In favor of TPG 2011 -4 against Defendant Walter B . Eeds (“ Eeds” ) under
the Performance and Payment Guaranty dated August , 2012 ( DX 1 ) (the
“ Guaranty” ).
Construction Contract
5. It is ORDERED by the Court , pursuant to the Construction Contract, that :
(1 ) GMFB is the prevailing party for purposes of Section 15.6. 2 of the
Construction Contract; and
(2) GMFB shall recover from TPG Owner :
(a) The unpaid Contract Sum of $506,513.88;
(b) Prejudgment interest on the unpaid Contract Sum ($506, 513.88 ) at
the rate of 5.75% from April 30, 2015 until the date of this
judgment, in the amount of $ 79.79/day, for a total of $ 88 , 088.16 ;
(c) all reasonable out -of-pocket expenses, including attorneys’ fees
and costs, incurred by GMFB in connection with its enforcement
of obligations under the Construction Contract, for a total of
$3,620, 306.62;
(d) Court costs in the amount of $1,232.75; and
(e) Postjudgment interest on all of the above at the rate of 5.75%,
compounded annually, from the date this judgment is rendered until
all amounts are paid .
(3) TPG Owner shall take nothing under the Construction Contract .
2
Mezzanine Agreement and Guaranty
6. It is further ORDERED by the Court, pursuant to the Mezzanine Agreement and
Guaranty, that :
(1) GPO is the non -prevailing party for purposes of Section 19.12 of the
Mezzanine Agreement;
( 2) TPG 2011 -4 shall recover from GPO ( under the Mezzanine Agreement ) and
Eeds ( under the Guaranty ), jointly and severally :
(a ) The Construction Cost Overruns for which GPO and Eeds have been
held liable, totaling $647,717.13;
(b ) Prejudgment interest on such sum ( $647,717.13 ) at the rate of 5.00%
from November 11 , 2015 until the date of this judgment, in the
amount of $88.73/day ($647, 717.13 x 0.0500 / 365 ), for a total of
$ 80 ,655.57 ; and
(e) Postjudgment interest on all of the above at the rate of 5.00%,
compounded annually, from the date this judgment is rendered until
all amounts are paid ; and that
(3 ) Pursuant to Section 19.12 of the Mezzanine Agreement, TPG 2011-4 shall
recover from GPO :
(a) All costs and expenses, including reasonable attorneys’ fees and
witness fees, in the amount of $2, 565,526.00;
(b ) Court costs in the amount of $0; and
(c) Postjudgment interest on all of the above at the rate of 5.00%,
compounded annually, from the date this judgment is rendered until
all amounts are paid ; and that
( 4) GPO shall take nothing under the Mezzanine Agreement .
Additional Orders
7. All writs and processes for the enforcement and collection of this judgment or the
costs of court may issue as necessary .
3
8. All relief requested in this case and not expressly granted herein is denied . This
judgment finally disposes of all claims by and against all parties and matters, and is appealable .
Signed on
Signed:
5/9/2018 WC
Honorable Steven Kirkland
334th Judicial District
4
2/5 / 2018 4:45:54 PM
Chris Daniel - District Clerk
Harris County
Envelope No: 22305779
By : JIMENEZ, DANIELLE N
Filed: 2/5/2018 4: 45:54 PM
Pgs - 4
ATFEX
GREYSTONE MULTI - FAMILY § IN THE DISTRICT COURT OF 8A
BUILDERS , INC. §
§
Plaintiff , §
§
v. §
§
TPG ( POST OAK ) ACQUISITION , LLC; §
ALLIED REALTY ADVISORS. LLC; §
ALLIED REALTY PARTNERS , LLC; §
ALLIED ORION GROUP. LLC d /h /a §
ALLIED REALTY; and ACS §
RESTORATION GC , LLC d /b/a ALLIED $
CONSTRUCTION SERVICES §
§
Defendants. § HARRIS COUNTY , TEXAS
§
and §
§
TPG 2011-4 ( POST OAK ), LLC §
§
Plaintiff , §
§
v. §
§
GREYSTONE ( POST OAK ), LLC; §
and WALTER EEDS §
§
Defendants § 334 th JUDICIAL DISTRICT
PROPOSED FINAL JUDGMENT
l On August 14. 2017, this case was called for trial. All parties appeared in person or
through a representative and by attorneys of record and announced ready for trial .
2. No jury trial having been demanded , all matters in controversy , legal and factual ,
were submitted to the Court for its determination . The Court’ s Second Amended Findings of Fact
and Conclusions of Law are hereby incorporated into this judgment by reference.
3. The Court, after hearing the evidence and arguments of counsel, RENDERS
JUDGMENT:
(1) In favor of Greystone Multi - Family Builders. Inc. (“ GMFB” ) against TPG
( Post Oak ) Acquisition. LLC ( “ TPG Owner” ) under the Construction
Contract dated August , 2012 ( DX 2 ) ( the “ Construction Contract ” );
Mezzanine
( 2) In favor of TPG 201-1-4 ( Post Oak )o LLC (“ TPG-2G44-4-” -) against Greystone
.
( Post Oak ) LLC ( “ GPO” ) under the Amended and Restated Limited
Liability Company Agreement of TPG ( Post Oak ) Mezzanine, LLC ( DX 3)
( the “ Mezzanine Agreement ” ); and
( Post Oak) Mezzanine
(3) In favor of TPG 2011-4 'against Defendant Walter B . Ecds (“ Eeds” ) under
the Performance and Payment Guaranty dated August , 2012 ( DX 1 ) ( the
“ Guaranty” ).
Construction Contract
4. It is ORDERED by the Court, pursuant to the Construction Contract , that:
(1 ) GMFB is the prevailing party for purposes of Section 15.6.2 of the
Construction Contract ; and
(2) GMFB shall recover from TPG Owner:
( a) The unpaid Contract Sum of $506,513.88;
( b) Prejudgment interest on the unpaid Contract Sum ( $506,513.88 ) at
the rate of 5.25% from April 30, 2015 until the date of this
judgment , in the amount of $72.85/day. for a total of $ 74 816.95 ;
,
(c ) all reasonable out -of - pocket expenses, including attorneys’ fees
and costs, incurred by GMFB in connection with its enforcement
of obligations under the Construction Contract , for a total of
$ 3, 620 , 306.62 ;
(d ) Court costs in the amount of $ 1.232 . 75 ; and
(e ) Postjudgment interest on all of the above at the rate of 5.25%,
compounded annually, from the date this judgment is rendered until
all amounts arc paid .
(3 ) TPG Owner shall take nothing under the Construction Contract .
2
Mezzanine Agreement
5. It is further ORDERED by the Court , pursuant to the Mezzanine Agreement , that:
(1 ) GPO is the non-prevailing party for purposes of Section 19.12 of the
Mezzanine Agreement ;
(Post Oak) Mezzanine, LLC
(2 ) TPG 201 l -4 /shall recover from GPO:
( a) The Construction Cost Overruns for which GPO has been held
liable, totaling $647,717.13;
( b) Prejudgment interest on such sum ( $647,717.13) at the rate of 5.25 %
from November 11 , 2015 until the date of this judgment , in ( he
amount of $93.16/day ($647,717.13 x 0.0525 / 365 ), for a total of
$ 77 509.12
, ; and
( e) Postjudgment interest on all of the above at the rate of 5.25%,
compounded annually , from the date this judgment is rendered until
all amounts are paid ; and that
( 3) Pursuant to Section 19.12 of the Mezzanine Agreement , TPG 2011 -4 shall
recover from GPO:
( a) All costs and expenses, including reasonable attorneys’ fees and
witness fees, in the amount of $ 2 565, 526.00 ;
,
( b) Court costs in the amount of $ 0.00 ; and
(c ) Postjudgment interest on all of the above at the rate of 5.25%,
compounded annually , from the date this judgment is rendered until
all amounts arc paid ; and that
(4 ) GPO shall take nothing under the Mezzanine Agreement .
Guaranty
6. It is further ORDERED by the Court , pursuant to the Guaranty, that:
(1 ) TPG 2011-4 shall recover from Eeds $647,713.13 in the event GPO does
not satisfy the obligation described in Paragraph 5 above.
Additional Orders
7- R - is -fur4l^:- m - 4he--appeahng- -party - 4he- amount - -&f --$--- -.-represen4ing - 4he
antieipated-reasonable-andfieeesxary- fees-and- expenses -ineurred - defending- the-appeitf .
N: The- our4 -furt+ter- r>rderx that - if--airyfrar4y - unstieeessfttl+y -appe«ilx thix -judgment to
the Texas Supreme-Grmrt . thefrarlyxueeessfully-defendingrheappealcT thixjudgment wilf recover
frotn-appeahrtg-partv - 4he- amount - r>f -$- -.--representing- the - antierpated - reasonabie -and
neeessar-y fees and expenses- incu ned defending 4he appea1.
9. All writs and processes for the enforcement and collection of this judgment or the
costs of court may issue as necessary .
10. All relief requested in this case and not expressly granted herein is denied . This
judgment finally disposes of all claims by and against all parties and matters, and is appealable.
Signed on
Signed:
2/21 /2018
Honorable Steven Kirkland
334 th Judicial District
4
INT6510 - Harris County (JWEB) Justice Applications Page 1 of 2
(30) CONNECTION(S) FOUND.
CASE NUM: 201525232 PJN: TRANS NUM: CURRENT COURT: 334 PUB: Please Select
CASE TYPE: DEBT/CONTRACT - OTHER CASE STATUS: CASE ON APPEAL
STYLE: GREYSTONE MULTI-FAMILY BUILDERS INC VS TPG (POST OAK) ACQUISITION LLC
**** INACTIVE PARTIES ****
PJN PER/CONN COC BAR PERSON NAME PTY STAT ASSOC ATTY
00025
NO - 0001 AGT ALL INTERESTED PARTIES
00024 - 0001 DEF 24046223 THE PICERNE GROUP INC. KISSEL, LAURA JANN
00023 - 0001 DEF 24046223 TPG 2011-4 (POST OAK) KISSEL, LAURA JANN
00022 - 0001 AGT PICERNE GROUP INC (THE) (FOREIGN FOR-PROFIT CORPORATION)
00021 - 0001 DEF PICERNE GROUP INC (THE)
00020 - 0001 IVD 05927100 EEDS, WALTER B DOBROWSKI, PAUL J.
00002 - 0002 XPL 15581400 TPG (POST OAK) ACQUISITION LLC PATRICK, KATHY DAWN
00001 - 0002 XDF 05927100 GREYSTONE MULTI-FAMILY BUILDERS INC DOBROWSKI, PAUL J.
00019 - 0001 DEF 15581400 ALLIED ORION GROUP LLC PATRICK, KATHY DAWN
00019 - 0001 PAD 24002573 MCGEE, MATTHEW GAVIN
00018 - 0001 AGT ALLIED REALTY ADVISORS LLC BY SERVING ITS REGISTERED AGENT RICARDO
00017 - 0001 AGT TPG (POST OAK) ACQUISITION LLC BY SERVING ITS REGISTERED AGENT
00016 - 0001 AGT ALLIED REALTY PARTNERS LLC BY SERVING ITS REGISTERED AGENT RICARDO
00015 - 0001 AGT ALLIED ORION GROUP LLC (D/B/A ALLIED REALTY) BY SERVING ITS REGISTERED
00014 - 0001 AGT ACS RESTORATION GC LLC (D/B/A ALLIED CONSTRUCTION SERVICES) BY
00013 - 0001 DEF 24046223 ALLIED REALTY KISSEL, LAURA JANN
00012 - 0001 DEF 24046223 ALLIED CONSTRUCTION SERVICES D KISSEL, LAURA JANN
00011 - 0001 DEF 15581400 ACS RESTORATION GC LLC (D/B/A ALLIED CONSTRUCTIONPATRICK,
SERVICES)
KATHY DAWN
00011 - 0001 PAD 24002573 MCGEE, MATTHEW GAVIN
00010 - 0001 DEF 15581400 ALLIED REALTY ADVISORS LLC PATRICK, KATHY DAWN
00009 - 0001 AGT ALLIED CONSTRUCTION SERVICES LLC BY SERVING
D ITS REGISTERED AGENT
00008 - 0001 DEF 24046223 ALLIED CONSTRUCTION SERVICES LLC D KISSEL, LAURA JANN
00006 - 0001 AGT ALLIED REALTY PARTNERS LLC BY SERVING ITS REGISTERED AGENT RICARDO
00005 - 0001 AGT ALLIED REALTY ADVISORS LLC BY SERVING ITS REGISTERED AGENT RICARDO
00004 - 0001 DEF 15581400 ALLIED REALTY PARTNERS LLC PATRICK, KATHY DAWN
00004 - 0001 PAD 24002573 MCGEE, MATTHEW GAVIN
00003 - 0001 DEF 15581400 ALLIED REALTY ADVISORS LLC PATRICK, KATHY DAWN
00003 - 0001 PAD 24002573 MCGEE, MATTHEW GAVIN
00002 - 0001 DEF 15581400 TPG (POST OAK) ACQUISITION LLC PATRICK, KATHY DAWN
00001 - 0001 PLT 05927100 GREYSTONE MULTI-FAMILY BUILDERS INC DOBROWSKI, PAUL J.
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