No. PLAINTIFF S ORIGINAL PETITION. complains of DEFENDANTS FADI TABBARA, AHMAD HAMIDEH, BRIAN HELDRETH, CHRISTOPHER HUTCHINS and 911

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1 No. Filed 09 June 5 P3:27 Gary Fitzsimmons District Clerk Dallas District VS Plaintiff YVETTE, FADI TABBARA, AHMAD HAMIDEH, BRIAN HELDRETH, CHRISTOPHER HUTCHINS and 911 SECURITY CAMERAS INCORPORATED, Defendants IN THE DISTRICT COURT DALLAS COUNTY, TEXAS JUDICIAL DISTRICT PLAINTIFF S ORIGINAL PETITION PLAINTIFF, complains of DEFENDANTS FADI TABBARA, AHMAD HAMIDEH, BRIAN HELDRETH, CHRISTOPHER HUTCHINS and 911 SECURITY CAMERAS INCORPORATED, and would show this Court as follows: I. NATURE OF THIS ACTION 1. Plaintiff owns 10% of the outstanding shares of 911 Security Cameras Incorporated. Plaintiff seeks a writ of mandamus to enforce her statutory and common law inspection rights and protection of the Court from the Defendants pattern of oppressive conduct. II. DISCOVERY CONTROL PLAN 2. Plaintiff intends that discovery be conducted under Level 3 III. PARTIES 3. PLAINTIFF, is a natural person residing in Dallas County. 4. DEFENDANT, FADI TABBARA, is a natural person residing in Dallas County and may be served at his place of employment, Plano Rd., Suite F., Building 3, Dallas, TX PLAINTIFF S ORIGINAL PETITION --1

2 5. DEFENDANT, AHMAD HAMIDEH, is a natural person residing in Dallas County and maybe served at his place of employment, Plano Rd., Suite F., Building 3, Dallas, TX DEFENDANT, BRIAN HELDRETH, is a natural person residing in Dallas County and maybe served at his place of employment, Plano Rd., Suite F., Building 3, Dallas, TX DEFENDANT, CHRISTOPHER HUTCHINS, is a natural person residing in Dallas County and maybe served at his place of employment, Alpha Protective Group, 2351 West Northwest Hwy, Ste 1255, Dallas, TX DEFENDANT, 911 SECURITY CAMERAS INCORPORATED, is a corporation organized under the laws of the state of Texas with its principal office in Dallas County and maybe served through service on one of its officers, FADI TABBARA, AHMAD HAMIDEH, or BRIAN HELDRETH, at the Corporation s principal office, Plano Rd., Suite F., Building 3, Dallas, TX IV. JURISDICTION AND VENUE 9. This Court has original jurisdiction of this cause and personal jurisdiction over all parties. Venue is proper in Dallas County because all parties reside or have their principal offices in Dallas County and all transactions, acts and omissions giving rise to the claims occurred in Dallas County. V. VERIFIED PETITION FOR WRIT OF MANDAMUS 10. Plaintiff is a shareholder in 911 Security Cameras, Inc. ( 911 or the Corporation ). Plaintiff acquired 2% of the outstanding common shares of 911 on July 29, 2008 by means of a written contract with the Corporation and its sole shareholder, a true and correct copy of which is PLAINTIFF S ORIGINAL PETITION --2

3 attached hereto as Exhibit A. Plaintiff acquired an additional 8% of the common shares of 911 by means of a written contract with the Corporation and its sole shareholder on August 2, 2008, a true and correct copy of which is attached hereto as Exhibit B. 11. On May 22, 2009, Plaintiff made a written demand on the Corporation for inspection of corporate books and records; a true and correct copy is attached hereto as Exhibit C. The written demand stated a proper purpose. Plaintiff personally delivered to the 911 office manager a printed copy of the written demand and instructed her to deliver it immediately to a corporate officer on May 22, A copy of the demand letter was also sent by certified mail to Christopher Hutchins ( Hutchins ) who is believed to be an officer, director and shareholder. 12. At or about 2:00 pm on May 22, 2009, Plaintiff personally appeared at the principal office of 911 to conduct the inspection. The date, time and place at which Plaintiff attempted to commence the inspection were reasonable. Plaintiff met personally with Fadi Tabbara ( Tabbara ), who is the CEO, sole director, and majority shareholder of 911, informed him of her intent to exercise her rights of inspection and her proper purpose, and requested to commence the inspection. Tabbara refused to permit the inspection for the stated reason that Plaintiff was not a shareholder. 13. At 5:25 p.m. on May 22, 2009, Plaintiff informed Defendants that her inspection rights had been violated and again made written demand on 911 by to conduct the inspection, a true and correct copy of which is attached hereto as Exhibit D. The contents of the May 22 written demand were delivered electronically on May 24, 2009, by to Tabbara and to Brian Heldreth ( Heldreth ) and Ahmad Hamideh ( Hamideh ), who are, on information and belief, shareholders and officers of 911 and who may also be directors. On May 29, 2009, the undersigned attorney, acting on Plaintiff s behalf, made further written demand to conduct the PLAINTIFF S ORIGINAL PETITION --3

4 inspection, a true and correct copy of which is attached as Exhibit E. The officers and directors of 911 continue to refuse to permit the inspection. 14. Pursuant to Texas common law and to (c) of the Texas Business Organizations Code, Plaintiff is entitled to inspect the corporate records upon request and for a proper purpose. Plaintiff made a request and has a proper purpose. Pursuant to (b) of the Texas Business Organizations Code, Plaintiff is further entitled to inspect corporate records. Plaintiff s share ownership meets the requirements of (b), and she has complied fully with the procedures specified in (b). Therefore, Plaintiff is entitled to a writ of mandamus from this Court compelling the Corporation and its officers and directors to permit Plaintiff s inspection of corporate records immediately. 15. Furthermore, pursuant to , Plaintiff is entitled to recover any cost or expense, including attorneys fees, incurred in enforcing her rights. Plaintiff has been forced to retain an attorney and has and will continue to incur substantial costs and attorneys fees in enforcing her rights. All conditions precedent necessary for Plaintiff to obtain the requested relief have occurred or have been performed. Plaintiff is without adequate remedy at law. VI. PETITION FOR DAMAGES AND EQUITABLE RELIEF A. FACTS 16. In early 2007, Tabbara began a security camera installation business. Initially, the business was conducted through After Surveillance, LLC, a company owned by Tabbara that imports security cameras from overseas. Later in 2007, Tabbara was joined in the security camera installation business by Heldreth and Hamideh. On January 25, 2008, Tabbara incorporated 911 Security Cameras Incorporated; Tabbara listed himself as the incorporator, sole shareholder, and sole director. The purpose and goal of 911 was to build a successful security PLAINTIFF S ORIGINAL PETITION --4

5 camera installation business in the Metroplex area and then to open branches in other major metropolitan areas based on the same business model. On information and belief, Tabbara agreed that Heldreth and Hamideh would each receive 10% share ownership in the Corporation. No share certificates were initially issued; and although a shareholder s agreement containing all three names was discussed and drafted, it was not signed. 17. Tabbara and Plaintiff had been close personal friends since 2005 and became romantically involved at times during Their relationship, wholly apart from any business dealings, was one of trust and confidence in which trusted and relied on Tabbara s honesty and loyalty and was willing to place herself and the financial security of her family at risk in reliance on statements and promises made by him. 18. For approximately two years prior to his incorporation of 911, Tabbara had been actively recruiting Plaintiff to join him in his existing After Surveillance, LLC business and in the future installation business venture he planned to create. On February 29, 2008, Plaintiff began working full time at 911. In discussions leading up to her joining the corporation, Plaintiff and Tabbara expressly agreed that she was joining as a co-owner rather than as an employee and that, in consideration of her ownership interest, she would be paid less and would work more than would otherwise be expected from an employee. Initially, the parties contemplated that Plaintiff s ownership interest would be structured as a 49% stock ownership in a subsidiary of 911, which would be a new branch operation in a different city. Based on the performance and projected growth of the Dallas location, Tabbara represented that the new branch would generate $ thousand dollars a month in profit and that Plaintiff would receive 49% of this amount. On information and belief, Heldreth and Hamideh were offered the same deal as Plaintiff. PLAINTIFF S ORIGINAL PETITION --5

6 19. Later, as Tabbara was unable to create a new branch as quickly as promised and as a much a greater commitment was required to the Dallas location than had been anticipated, Tabbara agreed that Plaintiff would own 10% of the common stock ownership in 911, the parent corporation, as well has her 49% ownership in at least one subsidiary. Plaintiff s name was added to the still-unexecuted draft shareholder s agreement. 20. Based on the express and implicit agreements and conduct of the parties, Plaintiff understood that she had an ownership interest in 911 from the beginning, and among the objectively reasonable expectations that were central to her decision to join the venture and to invest her time, talent, resources and sweat equity were (1) that a branch subsidiary would be created as soon as practicable in which her ownership interest would be 49%; (2) that she would be employed by the Corporation or its subsidiaries so long as she retained her ownership interest; (3) that she would participate in management in a meaningful way; (4) that she would receive an economic return on her stock ownership through salary, commissions, and a share of the profits; and (5) that she would receive an economic return on her stock ownership through certain nonmonetary benefits including a company car and a company-paid cell phone. 21. Plaintiff worked diligently to grow and prosper 911. In addition to her role as a sales manager, Plaintiff also took on the roles of human relations manager, quality assurance manager, corporate compliance manager, played a role in managing the corporate financial structure, and took an active role in strategic planning, eliminating waste, increasing profitability, and the overall building of the Corporation. Plaintiff created policies and systems for the new company that would permit the company to operate efficiently and to grow. Plaintiff discovered, for example, that Tabbara was comingling corporate funds from his other businesses in a single bank account, and Plaintiff demanded that this practice stop. Plaintiff discovered that Tabbara was PLAINTIFF S ORIGINAL PETITION --6

7 operating the corporation under another company s license number and had made false statements to the State of Texas and 911 s customers. Plaintiff demanded that this stop and that the corporation obtain a proper license. Tabbara represented that he had complied with this demand. Plaintiff discovered that Hamideh was engaged in the illegal and unethical practice of spoofing certain competitors, by accessing other company s voice mail systems to obtain information that would allow 911 to steal their customers. Plaintiff demanded that this practice stop immediately. Plaintiff also discovered that Defendants were using the logos and trademarks of other companies, without permission, on the Corporation s website and brochures to create the false impression that all of these companies were customers. Plaintiff demanded that this practice stop because it was fraudulent and constituted illegal trademark infringement. 22. The business of 911 grew rapidly and was clearly on track to achieve its goals and to create a model that could be successfully transplanted into other markets. However, Plaintiff clashed with Heldreth and Hamideh over her attempts to institute professional and business-like policies and systems and to end illegal and unethical practices. Tabbara repeatedly promised to implement and enforce the policies and to back up Plaintiff on ethical issues, but Tabbara repeatedly failed to do so. Eventually, Plaintiff demanded that Tabbara commit in writing to her corporate authority and responsibilities and to his duty to enforce corporate policies that she implemented. Plaintiff and Tabbara discussed the terms extensively over several week and incorporated them into a written employment agreement explicitly setting forth her compensation and ownership interests that had been in the drafting process for several months. The final agreement was executed by Tabarra and Plaintiff on July 29, 2008, and is attached as Exhibit A. PLAINTIFF S ORIGINAL PETITION --7

8 23. The employment agreement provided that Plaintiff was the chief operating officer, set out her authority and duties, and required Tabbara, as the CEO, to enforce these policies. The agreement guaranteed her employment at least through September 1, 2009, at which time she would begin to work for a new branch subsidiary in which she would receive a 49% ownership interest. The employment agreement provided for salary, benefits, commissions on sales made by Plaintiff, and a 5% overriding commission on all sales originated by members of Plaintiff s sales team. The employment agreement also provided that 2% of the common stock of 911 was transferred to Plaintiff immediately and unconditionally and that she would receive additional 2% increments, up to a total of 10%, as certain revenue targets were reached. The agreement set forth the terms of Plaintiff s ownership, financing and control of the soon-to-be-created subsidiary, committed the Corporation to open the new branch no later than September 1, 2009, and provided Plaintiff with a 1% interest in all profits generated by other future branches. The agreement represented that Tabbara was the sole shareholder of 911 and that he had full authority to enter into all provisions of the contract. Tabbara signed the agreement both individually and on behalf of 911. His signature was notarized. Plaintiff made copies for both herself and Tabbara, but Tabbara instructed her to keep both copies. 24. No sooner had Tabbara signed the employment agreement than he failed to perform his obligations to enforce policies implemented by Plaintiff. Plaintiff confronted Tabbara with his breach of contract and threatened to step down as COO. Plaintiff explained to Tabbara that she was not willing to spend the time implementing policies and systems that were not enforced and that she could do a lot better for herself and her family by acting solely as a salesperson and putting some of her time into other ventures. Tabbara then offered and agreed in writing to grant Plaintiff her full 10% share ownership immediately, to deliver share certificates within three PLAINTIFF S ORIGINAL PETITION --8

9 days, and to execute the shareholder s agreement within two days. The new agreement also recommitted Tabbara to full cooperation and enforcement of the policies and procedures implemented by Plaintiff. The second agreement was executed on August 2, 2008, and is attached as Exhibit B. Tabbara and 911 breached the obligations to issue share certificates and to execute a shareholders agreement. On information and belief, Tabbara and 911 also violated their legal duties to record the transfer of shares to Plaintiff and to recognize her as a shareholder of record. 25. During late July 2008, one of 911 s competitors filed a complaint, and the State of Texas ordered that 911 cease operations. Apparently, Tabbara had lied about obtaining proper licensing. The Corporation was forced to layoff most of its employees while a proper license was obtained. Tabbara, Heldreth, Hamideh and Plaintiff agreed to use this downtime to work on the business structure and policies to allow the company to grow rapidly and to open new branches once the license was granted. However, Heldreth and Hamideh continued to disagree with policies created by Plaintiff, and Tabbara refused to comply with his contractual obligations to implement and enforce the policies. 26. On the evening of August 21 or 22, 2008, Plaintiff telephoned Heldreth and pleaded with him as a fellow shareholder to agree that what she was trying to accomplish was in the best interest of the corporation. During the conversation, it became apparent to Plaintiff that Heldreth did not know that she was a shareholder and that Tabbara had been denying her share ownership to Heldreth and Hamideh. Shortly after that telephone call, Plaintiff received a call from Tabbara demanding that she give him the contracts so that he could see what he agreed to. Plaintiff responded that Tabbara knew very well what he had agreed to less than a month before. PLAINTIFF S ORIGINAL PETITION --9

10 Tabbara hung up on her. Within about an hour after that phone call, Plaintiff discovered that her cell phone had been disconnected and that she was locked out of the company s offices. 27. Shortly thereafter, it was confirmed to Plaintiff that she had been fired and that Tabbara was withholding her last paycheck. Plaintiff is a single mother of four young children, and Tabbara knew that cutting off her only source of income and, indeed, withholding a paycheck that she had already earned, would put Plaintiff in a desperate financial situation. Tabbara knowingly and in bad faith sought to take advantage of Plaintiff s financial situation to squeeze her out of the corporation and deprive her of the benefits of her contract. On information and belief, Heldreth and Hamideh knowingly participated in Tabbara s effort to squeeze out Plaintiff. 28. Tabbara instructed attorney Safouh Almasri to prepare a release for Plaintiff to sign. On information and belief, Almasri represents 911 and was paid for his services by 911. This use of the corporation s attorney by Tabbara to effect a squeeze out for his personal benefit constitutes waste and misappropriation of corporate resources. Almasri first presented Plaintiff with a global release in exchange for a payment of $2000 representing her withheld wages (actually several hundred dollars less than her gross wages), but Plaintiff refused to sign. Tabbara and Plaintiff then drafted the terms of a release limited to claims for breach of the employment agreement in exchange for $2800 (the bulk of which was withheld wages), to which Plaintiff agreed in principle; however, her agreement was the result of duress, not a belief that the agreement was fair. Plaintiff also insisted that the agreement provide as a condition of the release that Tabbara transfer to her full ownership of Solutions Experts, LLC (a separate company that Plaintiff and Tabbara had developed to offer additional services to 911 s customers) within 48 hours of her request and that he sign whatever documents and perform PLAINTIFF S ORIGINAL PETITION --10

11 whatever actions were necessary to make Plaintiff the sole managing member/owner of that company. 29. The parties met on September 16, Plaintiff accepted the $2800 and relinquished her car and other corporate property in her possession. The release was presented; however, the parties did not sign the release at that time. Immediately thereafter, Plaintiff demanded that Tabbara perform his agreement to transfer ownership of Solutions Experts, LLC. He failed to do so, and the parties never signed the release. 30. On May 22, 2009, when Plaintiff presented her demand to inspect corporate records, Tabbara stated that Plaintiff was not a shareholder because she had executed a release the prior September. Tabbara s statement plainly indicates that his intent in withholding Plaintiff s paycheck in order to force her to sign the release was really an effort to eliminate Plaintiff s share ownership for nominal consideration. The release document does not say that Plaintiff s shares are transferred or cancelled, and it does not have that legal effect, but Tabbara s attempt and intent to obtain Plaintiff s shares by means of using a document contrary to the intent of the agreement and for grossly inadequate consideration is fraudulent and oppressive. Ironically, according to the language of the release document, the party giving the release is identified only as the undersigned, and Plaintiff never signed the document. 31. In her May 22, 2009, inspection demand letter, Plaintiff also requested an annual meeting of the shareholders. No such meeting had been held in the previous 13 months. In violation of (b) of the Texas Business Organizations Code, Defendants have refused. 32. After the squeeze out of Plaintiff, 911 did obtain its license and has since grown and prospered. The Corporation has benefited and continues to benefit from the contributions made by Plaintiff. Defendant Hutchins was brought into the Corporation. In the licensing records PLAINTIFF S ORIGINAL PETITION --11

12 maintained by the Texas Department of Public Safety, the following are listed as the Owner/Managers of 911: Hutchins, Heldreth, and Hamideh. Tabbara is listed only as an employee, although Tabbara continues to be listed as the sole director in the records maintained by the Texas Secretary of State. Tabbara also holds himself out as the founder and CEO of the Corporation on the company s website. On information and belief, Tabbara is not eligible to be licensed due to a prior felony conviction. As a result, either Tabbara s ownership of the Corporation was restructured in some way, or the company continues to make false statements to the State of Texas and to the public. In either event, Hutchins has knowingly permitted, supported, and participated in the continuing pattern of oppressive conduct directed against Plaintiff. 33. Prior to the squeeze out, 911 did not pay dividends, and plaintiff s only economic participation in the corporation was through salary and stock in future subsidiaries. By squeezing Plaintiff out, the Defendants have cut off Plaintiff from any economic participation in the corporation. Since the squeeze out, Plaintiff has received no information and no monetary benefit of any kind from the corporation. Her stock ownership has been rendered essentially worthless and meaningless. Rather, Defendants have distributed all corporate profits to themselves to the detriment of Plaintiff. B. DECLARATORY JUDGMENT 34. Plaintiff is entitled to a declaratory judgment pursuant to et seq. of the Texas Civil Practice and Remedies Code to determine the rights and status of the parties. There is a ripe controversy. Specifically, Plaintiff is entitled to a following declarations: PLAINTIFF S ORIGINAL PETITION --12

13 a. Plaintiff is a shareholder of 911, and her equity interest equals 10% of the common stock currently outstanding and 49% of the equity in a subsidiary required to be created no later than September 1, b. The purported release has no effect on Plaintiff s share ownership or claims for interference with her rights as a shareholder by its terms and by operation of law. c. The purported release has no effect on Plaintiff s share ownership or claims for interference with her rights as a shareholder because it is void or voidable as a breach of Tabbara s and/or 911 s fiduciary duties to Plaintiff or because it constitutes oppressive conduct. d. The purported release has no legal effect on Plaintiff s share ownership or on any of her claims because (1) it is not signed; (2) conditions precedent were not performed; (3) it was discharged by material breach; (4) it was induced by fraud or constructive fraud; (5) it is void or voidable as a breach of fiduciary duties; (6) it was not supported by consideration; and/or (7) it was procured by duress. e. That the purported release has no effect on Plaintiff s 49% ownership interest in a subsidiary that must be created no later than September 1, 2009 because it does not by its terms and could not as a matter of law discharge unaccrued rights and claims and because it does not purport to rescind or cancel the employment agreement. 35. To the extent necessary to do equity, Plaintiff tenders back all benefits received by her in connection with the purported release, subject to her entitlement to unpaid wages and setoff as to her other claims. PLAINTIFF S ORIGINAL PETITION --13

14 36. Plaintiff is further entitled to costs and reasonable and necessary attorneys fees as is equitable and just and to such other and further supplemental relief as is necessary and proper to terminate the uncertainty, resolve the controversy, do equity, and effectuate the declarations of this Court. C. BREACH/ANTICIPATORY BREACH OF THE EMPLOYMENT AGREEMENT 37. By the acts alleged herein, Tabbara and 911 materially breached the employment agreement and/or repudiated their future obligations under the employment agreement. Plaintiff was fired without cause prior to September 1, 2009, and has been denied salary, commissions and benefits during that period. Defendants have repudiated their obligation to open a branch in which Plaintiff would have 49% ownership and guaranteed employment. Plaintiff s earned paycheck was wrongfully withheld. Commissions due to Plaintiff on sales originated by her and/or her sales team, including but not limited to jobs for the Sheraton, Antique Gallery, TriStar Construction jobs, and others. Plaintiff is entitled to recover her past and future actual damages resulting from the Defendants failure to perform the employment agreement. Plaintiff is entitled to specific performance of the provisions dealing with the creation of her branch. Plaintiff is further entitled to recover reasonable and necessary attorneys fees pursuant to et seq. of the Texas Civil Practice and Remedies Code. Presentment has been made. All conditions precedent have been performed or have occurred. D. BREACH OF FIDUCIARY DUTIES 38. By the acts alleged herein, Tabbara has breached fiduciary duties owed as a controlling shareholder directly to Plaintiff and/or has caused 911 to breach fiduciary duties owed by it to its shareholder and/or arising from the personal relationship of trust and confidence. Plaintiff is entitled to recover her actual damages for this breach of fiduciary duties and further equitable PLAINTIFF S ORIGINAL PETITION --14

15 relief, including disgorgement, constructive trust, and injunction. Because Tabbara acted knowingly, intentionally, maliciously, and with reckless disregard of Plaintiff s rights, Plaintiff is further entitled to exemplary damages. E. FRAUD 39. Tabbara entered into the various agreements pleaded above with no intention to perform and made the representations alleged above knowing that they were false and with the intent to deceive. Plaintiff reasonably relied on the fraudulent agreements and false representations. Plaintiff is entitled to her actual damages resulting from the fraud. 911 is jointly and severally liable because Tabbara committed fraud in his capacity as a corporate vice principal and in the course and scope of his agency. Because Tabbara acted knowingly, intentionally, maliciously, and with reckless disregard of Plaintiff s rights, Plaintiff is further entitled to exemplary damages. F. KNOWING PARTICIPATION/CIVIL CONSPIRACY 40. As alleged herein, Heldreth, Hamideh and Hutchins conspired with Tabbara and/or knowingly participated in Tabbara s fraud and breach of fiduciary duties and are thus jointly and severally liable for all actual damages and equitable relief. Furthermore, Heldreth, Hamideh and Hutchins acted knowingly, intentionally, maliciously, and with reckless disregard of Plaintiff s rights, and Plaintiff is entitled to exemplary damages. G. SHAREHOLDER OPPRESSION 41. Tabbara is a controlling shareholder, officer and director of 911. Heldreth, Hamideh and Hutchins are also officers and directors of 911 and have acted together as a control group. The acts alleged herein constitute a continuing pattern of shareholder oppression in that Defendants have repeatedly violated Plaintiff s legal rights as a shareholder, have substantially PLAINTIFF S ORIGINAL PETITION --15

16 defeated Plaintiff s objectively reasonable expectations as a shareholder that were central to her decision to join the venture, and have acted in a manner constituting burdensome, harsh and wrongful conduct, a lack of probity and fair dealing in the affairs of a company to the prejudice of Plaintiff, and/or a visible departure from the standards of fair dealing and a violation of fair play on which every shareholder who entrusts his money to a company is entitled to rely. The net result of Defendants conduct is to render Plaintiff s share ownership essential worthless and meaningless. 42. Plaintiff is entitled to equitable relief to remedy the oppressive conduct of the Defendants, including but not limited to an order from this Court requiring the Defendants to purchase Plaintiff s shares at a fair price determined by the Court. VII. PRAYER 43. THEREFORE, Plaintiff respectfully prays that the Defendants be cited and served and that upon trial of this cause, judgment may be entered in favor of Plaintiff for writ of mandamus, declaratory relief; attorneys fees and expenses, actual damages; exemplary damages; equitable relief including injunctions, disgorgement, constructive trust, and forced buy-out; prejudgment and post-judgment interest; costs of court; and such other and further relief to which Plaintiff may justly be entitled. 44. Plaintiff demands her right to trial by jury. VIII. WRITTEN DISCOVERY 45. Pursuant to the Texas Rules of Civil Procedure, each of the Defendants must respond to the following requests for written discovery within 50 days after service of this Petition: a. Pursuant to Rule 194, each Defendant is requested to disclose the information or material described in Rule 194.2(a)-(i), inclusive. PLAINTIFF S ORIGINAL PETITION --16

17 b. Pursuant to Rule 198, each Defendant must admit or deny the following: 1) is a 10% shareholder of 911 Security Cameras, Inc. 2) Exhibit A is genuine. 3) Exibit B is genuine. 4) Exhibit C is genuine. 5) Exhibit D is genuine. 6) Exhibit E is genuine. 7) Fadi Tabbara signed Exhibit A. 8) Fadi Tabbara signed Exhibit B. 9) signature does not appear on any writing purporting to release claims against Fadi Tabbara or 911 Security Cameras, Inc. 10) has not transferred any shares she received in 911 Security Cameras, Inc. 11) made a written demand for inspection of corporate books and records, stating a proper purpose, on May 22, ) 911 Security Cameras, Inc. refused to permit to inspect corporate books and records pursuant to her request for inspection. 13) On May 22, 2009, Fadi Tabbara denied that was a shareholder. 14) On May 22, 2009, Fadi Tabbara claimed that share ownership was extinguished by the September 16, 2008 document entitled Release of All Claims. PLAINTIFF S ORIGINAL PETITION --17

18 15) You deny that is a shareholder of 911 Security Cameras Incorporated. 16) Fadi Tabbara represented to that she would receive an ownership interest if she came to work for 911 Security Cameras, Inc. 17) At the time she came to work for 911, Fadi Tabbara had no intention of giving an equity interest in the Corporation. 18) 911 Security Cameras, Inc. has no intention of creating a subsidiary prior to September 1, 2009 in which will own 49% of the equity. 19) had the objectively reasonable expectation that was central to her decision to join the venture that a branch subsidiary would be created as soon as practicable in which she would hold an ownership interest. 20) had the objectively reasonable expectation that was central to her decision to join the venture that she would be employed by the Corporation or one of its subsidiaries so long as she retained her ownership interest. 21) had the objectively reasonable expectation that was central to her decision to join the venture that she would participate in management in a meaningful way. 22) had the objectively reasonable expectation that was central to her decision to join the venture that she would receive an PLAINTIFF S ORIGINAL PETITION --18

19 economic return on her stock ownership through salary, commissions, and a share of the profits. 23) had the objectively reasonable expectation that was central to her decision to join the venture that she would receive an economic return on her stock ownership through certain non-monetary benefits including a company car and a company-paid cell phone. 24) Exhibit A provided that 2% of the stock in 911 Security Cameras, Inc. was transferred to as of the signing of that agreement. 25) You contend that Fadi Tabbara never transferred 2% of the 911 stock to 26) Fadi Tabbara was the sole shareholder as of the time Exhibit A was signed. 27) 911 Security Cameras, Inc. never recorded the transfer of shares described in Exhibit A on its corporate books. 28) Exhibit B provides that owns 10% of the stock in 911 Security Cameras, Inc. 29) Exhibit B was signed by Fadi Tabarra on August 2, ) Exhibit B requires that 911 Securities, Inc. issue stock certificates for 10% of 911 Security Cameras, Inc. common stock no later than August 5, ) 911 Security Cameras, Inc. failed to issue the stock certificates to required in Exhibit B. PLAINTIFF S ORIGINAL PETITION --19

20 32) Exhibit B required Fadi Tabbara to sign a shareholder s agreement with no later than August 4, ) Fadi Tabbara failed to sign the shareholder s agreement as provided in Exhibit B. 34) Fadi Tabbara failed to execute documents transferring full ownership of Solutions Experts, LLC to within 48 hours of her request. 35) 911 Security Cameras, Inc. did not record on its corporate books the transfer of shares to referred to in Exhibit B. 36) The locks to 911 Security Cameras, Inc. s offices were changed on or about August 22, ) was not given a key to the new locks on or after August 22, ) was locked out of the 911 Security Cameras, Inc. offices on or about August 22, ) company-paid cell phone was disconnected on or about August 22, ) employment was terminated on or about August 22 or 23, ) was terminated without cause. 42) last paycheck for services rendered prior to her termination was not paid on her pay day. PLAINTIFF S ORIGINAL PETITION --20

21 43) 911 Security Cameras, Inc. did not immediately pay last paycheck at the time she requested it. 44) Safouh Almasri was paid by 911 Security Cameras, Inc. for the service of drafting a release for to sign. 45) 911 Security Cameras, Inc. was worth substantially more than $28,000 as of September 16, c. Pursuant to Rule 197, respond to each of the following written interrogatories under oath: 1) If you have denied any of the requests for admissions, state in detail the reasons why and what you contend the true facts are with regard to the matter about which the admission was requested. 2) State the current fair value of 911 Security Cameras, Inc. and the basis for your calculation, the method of valuation, and describe all documents or financial information used to answer. 3) State the officers, directors and shareholders of 911 Security Cameras, Inc. for all times from incorporation to present. 4) Identify the current accountant or bookkeeper of 911 Security Cameras, Inc. and all other persons who have knowledge of the financial performance of the Corporation. 5) State the gross revenues and net income of 911 Security Cameras, Inc. for each month and year-end since inception. 6) Identify all persons or entities with whom any of the Defendants has discussed or submitted information relating to the value of 911 Security PLAINTIFF S ORIGINAL PETITION --21

22 Cameras, Inc., including banks and other lenders, brokers, prospective investors or shareholders, potential buyers and creditors. 7) State the date, amount, reason and nature of the transaction for each and every cash disbursement or other benefit or transfer from 911 Security Cameras, Inc. to each officer, director, or shareholder from inception to present. This includes salary, commissions, bonuses, loans, gifts, and any other transfer or transaction whatsoever. 8) Identify every closed sale originated by Plaintiff, Allen Matni, Kim Smith, John Loveday, or Allan Nix, including the name of the customer, the date the sale was closed, and the date and amount received as a result of the sale. d. Pursuant to Rule 196, produce the following documents on the date that your response is due at the offices of the undersigned or at such other place that may be mutually agreed: 1) The complete corporate book for 911 Security Cameras, Inc., including but not limited to the certificate of formation, all organizational documents, the by-laws, all minutes of meetings or consents in lieu of meeting, all resolutions, all shareholder agreements, all stock certificates, and the complete shareholder ledger or other records showing the shareholder names and all issuances and transfers of shares. 2) All financial records of 911 Security Cameras, Inc., including the general ledger, all schedules, balance sheets, incomes statements, profit PLAINTIFF S ORIGINAL PETITION --22

23 and loss statements, reports from accountants, accountant s work papers, interim and draft statements, or otherwise. 3) All state and federal tax returns or reports of 911 Security Cameras, Inc. 4) All payroll records of 911 Security Cameras, Inc. 5) All records of payment to independent contractors by the Corporation and After Surveillance, LLC. 6) All documents showing or relating to any transaction, transfer, or disbursement involving 911 Security Cameras, Inc. and any shareholder, officer, or director. 7) All bank or brokerage account records, statements, and check or account registers for 911 Security Cameras, Inc. 8) All records, statements, and check or account registers for any bank or brokerage account not in the name of 911 Security Cameras, Inc. in which any funds belonging to 911 have been held. 9) All bank and brokerage account records, statements, and check or account registers for After Surveillance, LLC from 2007 to present. 10) All documents and created or authored by Plaintiff. 11) All documents and relating to or mentioning any work done by Plaintiff. 12) All written or communications to or from Plaintiff. 13) All communications or documents of any sort that mention or relate to Plaintiff. PLAINTIFF S ORIGINAL PETITION --23

24 14) All documents relating to the state Private Security Board license of 911 Security Cameras, Inc. 15) All documents relating to any sale originated by Plaintiff, Allen Matni, Kim Smith, John Loveday, or Allan Nix. 16) All documents stating, reflecting or relating to the value of 911 or of its shares, including but not limited internal memoranda, offers to buy or sell, appraisals, financial statements of any defendant, loan applications, credit applications, or any other document relating to value. 17) Invoices and billing records of any attorney representing 911 for any services relating in any way to Plaintiff. 18) Invoices and billing records of any accountant, bookkeeper, or tax preparer who has provided any service to 911. Respectfully submitted, Fryar Law Firm, P.C. By: Eric Fryar Texas Bar No Texas Ave., Suite #111 Houston, TX Tel Fax eric@fryarlawfirm.com ATTORNEY FOR PLAINTIFF, PLAINTIFF S ORIGINAL PETITION --24

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