Dallas DC-18-04402 Mesero v. Rodriguez

FILED
DALLAS COUNTY
4/4/2018 9:39 AM
FELICIA PITRE
DISTRICT CLERK
3 CITS-ESERVE Christi Underwood
DC-18-04402
1 TRO & NTC-ESERVE CAUSE NO. DC-__-____
RTR DINING VENTURES, LLC AND § IN THE DISTRICT COURT

MESERO HOLDINGS, LLC, both §
derivatively on behalf of 1 MICO 12 §
LP, LLP §
§
Plaintiffs, §
§ ____TH JUDICIAL DISTRICT
v. §
§
1 MICO 12, LP, LLP, MICHAEL §
RODRIGUEZ, AND MICOMIGUEL, §
LLC §
§
Defendants. DALLAS COUNTY
ORIGINAL VERIFIED PETITION AND APPLICATION FOR TEMPORARY

RESTRAINING ORDER, TEMPORARY INJUNCTION, AND RECEIVERSHIP
Plaintiffs RTR Dining Ventures, LLC and Mesero Holdings, LLC file this suit derivatively
on behalf of Plaintiff 1 MICO 12, LP, LLP (collectively, “Plaintiffs”) against 1 MICO 12, LP,
LLP, Michael Rodriguez, and MicoMiguel, LLC (“MicoMiguel”) (collectively, “Defendants”),
and hereby alleges as follows:
I. INTRODUCTION
Plaintiffs bring this lawsuit against Defendants Michael Rodriguez and MicoMiguel
(owned and controlled by Rodriguez) to stop the campaign of theft, looting, and outright fraud by
Michael Rodriguez with respect to a limited partnership that operates, through the general partner,
a restaurant known as “Mr Mesero.” Through this campaign, Michael Rodriguez has stolen
hundreds of thousands of dollars from his partners and effectively treated the partnership bank
account as his personal piggy bank.
ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

TEMPORARY INJUNCTION, AND RECEIVERSHIP Page 1
PAGE 1
II. DISCOVERY CONTROL PLAN
1. Discovery shall be conducted pursuant to Texas Rule of Civil Procedure 190.3
(Level 2).
2. Plaintiffs request expedited discovery given the misconduct alleged herein,
ongoing damage, and substantial threat of irreparable harm.
III. PARTIES
3. Plaintiff RTR Dining Ventures, LLC (“RTR”) is a limited liability company
organized and existing under the laws of the State of Texas. Its principal place of business is in
Dallas, Texas. RTR is a limited partner and investor in 1 MICO 12, LP, LLP.
4. Plaintiff Mesero Holdings, LLC (“MH”) is a limited liability company organized
and existing under the laws of the State of Texas. Its principal place of business is in Dallas, Texas.
MH is a limited partner and investor in 1 MICO 12, LP, LLP.
5. Defendant 1 MICO 12, LP, LLP (the “LP”) is a limited partnership organized and
existing under the laws of the State of Texas. Its principal place of business is Dallas, Texas. The
LP may be served with process through its registered agent Michael Rodriguez at (1) 3102 Maple
Avenue, Suite 450, Dallas, Texas 75201; (2) 3131 Maple Ave., Apt. 13 H, Dallas, Texas 75201;
(3) 5944 Luther Lane, Suite 95, Dallas, Texas 75225; (4) 3204 Milton Avenue, Dallas, Texas
75205; and/or (5) wherever he may be found. MicoMiguel, LLC is the General Partner of the LP
and there are several limited partners including, but not limited to, the Plaintiffs in this matter.
6. Defendant Michael Rodriguez (“Rodriguez”) is an individual who is a citizen of
the State of Texas. He may be served with process at (1) 3102 Maple Avenue, Suite 450, Dallas,
Texas 75201; (2) 3131 Maple Ave., Apt. 13 H, Dallas, Texas 75201; (3) 5944 Luther Lane, Suite

PAGE 2
95, Dallas, TX 75225; (4) 3204 Milton Avenue, Dallas, TX 75205 and/or (5) wherever he may be
found.
7. Defendant MicoMiguel, LLC (“MicoMiguel”) is a limited liability company
organized and existing under the laws of the State of Texas. Its principal place of business is
Dallas, Texas. MicoMiguel may be served with process through its registered agent Trey Dyer
and/or Michael Rodriguez at (1) 8350 N. Central Expressway, Suite 800 Dallas, TX 75206; (2)
3102 Maple Avenue, Suite 450, Dallas, Texas 75201; (3) 3131 Maple Ave., Apt. 13 H, Dallas,
Texas 75201; (4) 5944 Luther Lane, Suite 95, Dallas, Texas 75225; (5) 3204 Milton Avenue,
Dallas, Texas 75205; and/or (6) wherever either individual may be found. MicoMiguel is a general
partner of the LP. Upon information and belief, MicoMiguel is owned and/or controlled by
Defendant Michael Rodriguez and/or his entities. Rodriguez, however, has disregarded corporate
formalities and instead operated as if he individually is MicoMiguel and/or is entitled to monies,
property, and assets that MicoMiguel is purportedly entitled to. This disregard, along with other
misconduct and facts, merits piercing of the corporate veil.
IV. JURISDICTION & VENUE
8. This Court has jurisdiction over this matter. Defendants either reside in the State
of Texas or have sufficient contacts to subject them to suit in the State of Texas.
9. Venue is proper in Dallas County pursuant to TEX. CIV. PRAC. & REM. CODE
§ 15.002(a)(1) because a substantial part of the events or omissions giving rise to the claim
occurred in Dallas County, Texas.
V. EXEMPTION FROM DEMAND REQUIREMENT
10. The LP is a limited partnership that is exempt from the demand requirement in
this case because “(1) all general partners [MicoMiguel] with authority to bring the action have

PAGE 3
refused to bring the action;” and/or “(2) an effort to cause those general partners to bring the action
is not likely to succeed.”. See, e.g., Texas Business Organizations Code § 153.401.
11. More specifically, the general partner, MicoMiguel, is solely owned and
controlled by Rodriguez. Rodriguez is looting, and stealing, monies from the LP. Therefore, the
entities and individual with authority to bring the action — MicoMiguel and Rodriguez — are
aware of and, in fact, participated in, the misconduct alleged herein and will not bring suit.
VI. FACTS
A. The LP is Formed to Operate the Mr Mesero Restaurant.
12. In 2011, the LP was formed for purposes of owning, operating, and managing a
restaurant located at 4444 McKinney Avenue, Dallas, Texas 75205. The eventual name of that
restaurant was “Mr Mesero.” Mr Mesero formally opened in approximately November 2011.
13. Mr Mesero serves, among other dishes, traditional Mexican and Tex-Mex food.
14. The LP’s general partner was, and is, MicoMiguel, which is solely owned and
controlled by Rodriguez. Rodriguez, however, has disregarded corporate formalities and instead
operated as if he individually is the general partner. Examples of such disregard is payment of the
2.5% license fee, to which MicoMiguel is purportedly entitled, directly to Rodriguez, commingling
of monies, and payments of monies directly to Rodriguez that MicoMiguel is entitled. This
disregard, along with the misconduct and facts detailed herein, merits piercing of the corporate
veil.
15. In addition, there are several limited partners and investors of the LP including,
but not limited to, the Plaintiffs.
16. The LP is governed by an Agreement of Limited Partnership of 1 Mico 12 LP,
LLP (the “LP Agreement”).

PAGE 4
17. The LP Agreement provides MicoMiguel (effectively Rodriguez) a fee of 2.5% of
gross restaurant receipts for intellectual property owned by MicoMiguel and licensed to the LP for
its sole use, which was later contributed to Mesero Restaurant Group, LLC. To the extent the
licensing fee is in fact a licensing fee as opposed to a management fee, that licensing fee should
have been paid, and is owed to, Mesero Restaurant Group, LLC since the formation of Mesero
Restaurant Group, LLC.1
18. The LP Agreement further provides that “no Partner shall receive any salary, fee,
or draw for services rendered to or on behalf of the Partnership, nor shall any Partner be reimbursed
for any expenses incurred by such Partner on behalf of the Partnership.” More specifically,
MicoMiguel “may not charge the Partnership management fees for managing the Partnership as
[MicoMiguel] already receives a two and half percent (2.5%) of gross restaurant revenue as a
licensing fee.” In other words, Rodriguez and MicoMiguel are not entitled to any salary and/or
fee besides the 2.5% fee, which entitlement was effectively transferred to Mesero Restaurant
Group, LLC.
B. Rodriguez Pays Himself A “Salary” In Contravention of the LP Agreement.
19. At various points, and in contravention of the LP Agreement, Rodriguez has paid
himself a varied, sporadic “salary” of approximately $4,000.00 per month. These payments were
often accomplished by Rodriguez demanding that the accountant pay him a certain amount in cash
as a “salary.”
1
Rodriguez did not pay any money for his large interest in Mesero Restaurant Group, LLC.
Instead, Rodriguez’s primary contribution to Mesero Restaurant Group, LLC (and its subsidiaries)
was intellectual property, including any trademarks, and his commitment to work with Mesero
Restaurant Group, LLC employees and investors to develop intellectual property and trademarks.
Accordingly, Mesero Restaurant Group, LLC is entitled to any licensing fee.

PAGE 5
20. The amounts improperly paid to Rodriguez purportedly for a “salary” in
contravention of the LP Agreement exceed $200,000.
C. Rodriguez Pays Himself A 5.0% Licensing Fee in Contravention of the LP

Agreement.
1. Rodriguez Is Not Entitled To Any Licensing Fee Since the Formation of Mesero
Restaurant Group, LLC.
21. Since inception, and in contravention of the LP Agreement, Rodriguez has
improperly paid himself a 5.0% license fee on gross receipts. These payments were often
accomplished by Rodriguez demanding that the accountant pay him a 5.0% fee.
22. As an initial matter, and as noted above, Rodriguez is not entitled to any licensing
fee since the formation of Mesero Restaurant Group, LLC. Any intellectual property, including
any trademarks, owned, or later developed by, Rodriguez or MicoMiguel is owned by Mesero
Restaurant Group, LLC. Therefore, to the extent any licensing fee has been paid and is owed, that
licensing fee should have been paid, and is owed to, Mesero Restaurant Group, LLC since the
formation of Mesero Restaurant Group, LLC.
2. The Maximum Licensing Fee Owed to Anyone Is 2.5%.
23. Putting aside to whom any licensing fee is owed, if anyone, the LP Agreement
only allows for a 2.5% licensing fee.
24. In contravention of the LP Agreement, Rodriguez has been paying himself a 5.0%
fee.
25. The amounts improperly in excess of the 2.5% license fee specified in the LP
Agreement exceed $350,000.00. These amounts are continuing to increase and accrue as
Rodriguez continues to improperly collect a 5.0% fee.

PAGE 6
D. Without Rodriguez’s Involvement, Regular Business Was Transacted At Mr Mesero.
26. Until recently, Rodriguez had very little substantive involvement with the LP or
Mr Mesero due to his disappearances and absences and regular business was transacted at the
establishment.
27. Accordingly, until approximately December 2017, there were regular cash
deposits to the LP bank account and distributions of hundreds of thousands of dollars to the
partners.
28. During this time period, the night manager was responsible for making the cash
deposits into the LP bank account — i.e., Rodriguez did not act as a “middle man” in purportedly
depositing the cash into the LP bank account.
E. In December 2017 Rodriguez Inserts Himself Into the LP Business and Immediately
Begins Looting, Failing to Make Cash Deposits, Pocketing Cash, and Withholding
Distributions.
29. In approximately December 2017, Rodriguez became more involved with Mr
Mesero and the LP and started to further loot and steal from the LP in a complete abdication of
his, and MicoMiguel’s, responsibilities and duties.
30. As a means to facilitate this, upon information and belief, Rodriguez instructed
the night manager to stop depositing the cash deposits into the LP bank account and instead provide
those deposits directly to him.
31. Thereafter the LP bank account became “light” on cash deposits — i.e., the
amount of cash deposits was significantly down based on past history and trends. This is
continuing today.
32. In addition, since December 2017, there have been sporadic, unexplained
withdrawals from the LP bank account by Rodriguez in cash. In the restaurant industry it is

PAGE 7
extremely uncommon for withdrawals to occur in cash, as opposed to check, and often indicates
fraud and/or looting. These withdrawals include, but are not limited to, over twenty-five thousand
dollars in February 2018 and over twenty-five thousand dollars in March 2018.
33. Moreover, and in stark contrast to the regular distributions when Rodriguez was
not involved, since December 2017 there has only been a single distribution to the partners.
34. In short, Rodriguez has engaged in a systematic campaign to defraud and steal
from his partners. Plaintiffs seek judicial intervention to halt Rodriguez’s campaign, punish
Rodriguez for his egregious misconduct, ensure that the LP (and Mr Mesero) stay viable, and
recover the amounts improperly taken by Rodriguez.
VII. CAUSES OF ACTION
Each cause of action is asserted against all Defendants unless otherwise indicated.
Breach of Fiduciary Duty
35. Plaintiffs incorporate the preceding paragraphs as if fully set forth herein.
36. Defendants Rodriguez and MicoMiguel owed the LP duties of obedience, utmost
loyalty, and due care, including a duty to use their business judgment and talents for the benefit of
the LP and its partners.
37. Defendants Rodriguez and MicoMiguel breached the duties owed to the LP and
its partners by acting to benefit themselves at the expense of the LP and failing to fulfill their
duties.
38. These breaches include, but are not limited to, (1) taking a greater license fee than
anyone is entitled (5.0% as opposed to 2.5%); (2) taking a license fee to which they are not entitled;
(3) taking salary/fees they are not entitled to; (4) stealing, and failing to make, cash deposits the

PAGE 8
LP is entitled to; (5) failing to properly manage the day-to-day operations of the LP; and (6)
withdrawing cash from the LP bank account they are not otherwise entitled to.
39. These breaches of duties are willful and in bad faith and they have caused the LP
and its partners damages.
40. Plaintiffs and the LP are entitled to injunctive relief, actual damages, attorneys’
fees/expenses/costs, and punitive damages.
Breach of Contract
42. The LP has fully performed its contractual obligation; Rodriguez and
MicoMiguel, however, have not.
43. MicoMiguel and Rodriguez’s non-performance of the terms of the LP Agreement
constitutes various breaches of the LP Agreement.
45. As a result of Rodriguez and MicoMiguel’s non-performance and breaches, the
LP has incurred damages including, but not limited to, having to retain the undersigned attorneys.
Tortious Interference with Contract (only Defendant Rodriguez)

PAGE 9
48. The LP has a contract with MicoMiguel.
49. Rodriguez knew about the contract.
50. Rodriguez deliberately acted in a way that would cause, and has caused, breaches
of contract.
51. A breach of contract occurred.
53. The LP incurred damages as a result.
Unjust Enrichment
56. Defendants have obtained a benefit from the LP by fraud, duress, or the taking of
an undue advantage.
57. Allowing Defendants to keep the amounts and benefits referenced above would
be an unjust enrichment.
58. Under Texas law, Defendants must restore the benefits and amounts obtained.

PAGE 10
92. Plaintiffs request that the Court appoint a receiver to oversee the LP and its
business of Mr Mesero (operated through MicoMiguel) including, but not limited to, MicoMiguel,
the LP bank account, cash deposits, withdrawals, and disbursements.
93. In addition, Plaintiffs request that the Court appoint a receiver to halt Defendants’
looting and theft of LP property and monies including, but not limited to, by cutting off
Defendants’ access to the LP’s bank accounts, monies, and cash deposits.
94. This Court is entitled to appoint a receiver to oversee MicoMiguel and the LP
(including its business of Mr Mesero) pursuant to Texas Business Organization Code §§ 11.401
et. seq. (including, but not limited to, 11.403 and 11.410), Texas Civil Practice and Remedies Code
§ 64.001, other applicable law, and its inherent equitable powers. For example, Texas Civil
Practice and Remedies Code § 64.001 enables the Court to appoint a receiver “in an action between
partners or others jointly owning or interested in any property or fund.”
95. Absent appointment of a receiver the LP and its partners will continue to suffer
substantial damages and be at the risk for irreparable and substantial injury. In addition,
Defendants will continue to improperly benefit from their misconduct.
Application For Temporary Restraining Order and Temporary Injunctive Relief
97. The self-dealing, fraud, theft, and other improper actions described in detail herein
constitute wrongful acts that risk causing the LP and Plaintiffs to suffer imminent harm and
irreparable injury to which there is no adequate remedy at law. These actions have already caused
the LP and Plaintiffs substantial damages and harm.
98. Pending the resolution of Plaintiffs’ claims, Defendants will attempt to continue
to manage the affairs of the LP and loot the LP. This could result in overdrawn bank accounts,

PAGE 14
own illicit use. In addition, Defendants have harmed the LP for purposes of benefiting themselves.
Defendants’ conduct and acts constitute unfair competition.
73. Defendants’ acts were willful and in bad faith and they have caused Plaintiffs and
the LP damages.
Assisting or Encouraging and/or Aiding and Abetting
76. Defendants have assisted or encouraged and/or aided and abetted in the torts
described herein including, but not limited to, by receiving improper benefits at the expense of
Plaintiffs and the LP and/or facilitating the same.
77. Defendants’ assisting or encouraging and/or aiding and abetting of the torts were
willful and in bad faith and it has caused the LP and Plaintiffs damage.
Civil Conspiracy
80. Defendants combined to accomplish an unlawful purpose, to wit, the above-
described torts.
81. Defendants’ conspiracy was willful and in bad faith and it has caused the LP and
Plaintiffs damage.

PAGE 12
Declaratory Judgment
84. Plaintiffs request a declaratory judgment that the self-dealing and improper actions
by Defendants, many of which are described in detail herein, are invalid actions and void, and
rescinded. Any property or monies transferred must be returned, as well as any resulting profits.
85. Plaintiffs request a declaratory judgment that the maximum potential licensing fee
is 2.5% and to the extent any licensing fee is owed it is owed to Mesero Restaurant Group, LLC.
86. Plaintiffs are entitled to this declaratory judgment under Texas Business
Organization Code 20.002, other statutory law, and Texas law.
87. Plaintiffs are entitled to recover reasonable and necessary attorneys’ fees that are
equitable and just under Section 37.009 of the Texas Civil Practice & Remedies Code because this
is a suit for declaratory relief.
Imposition of Constructive Trust
89. As described herein, Defendants have obtained property, benefits, and monies as
a result of their breaches of fiduciary duties, fraud, and unjust enrichment.
90. Plaintiffs respectfully request that the Court order a constructive trust on this
property, benefits, and monies. These assets include, but are not limited to, all property, assets,
and monies improperly transferred and/or kept from the LP to/by Defendants.
Application For Appointment Of Receiver

PAGE 13
92. Plaintiffs request that the Court appoint a receiver to oversee the LP and its
business of Mr Mesero (operated through MicoMiguel) including, but not limited to, MicoMiguel,
the LP bank account, cash deposits, withdrawals, and disbursements.
93. In addition, Plaintiffs request that the Court appoint a receiver to halt Defendants’
looting and theft of LP property and monies including, but not limited to, by cutting off
Defendants’ access to the LP’s bank accounts, monies, and cash deposits.
94. This Court is entitled to appoint a receiver to oversee MicoMiguel and the LP
(including its business of Mr Mesero) pursuant to Texas Business Organization Code §§ 11.401
et. seq. (including, but not limited to, 11.403 and 11.410), Texas Civil Practice and Remedies Code
§ 64.001, other applicable law, and its inherent equitable powers. For example, Texas Civil
Practice and Remedies Code § 64.001 enables the Court to appoint a receiver “in an action between
partners or others jointly owning or interested in any property or fund.”
95. Absent appointment of a receiver the LP and its partners will continue to suffer
substantial damages and be at the risk for irreparable and substantial injury. In addition,
Defendants will continue to improperly benefit from their misconduct.
Application For Temporary Restraining Order and Temporary Injunctive Relief
97. The self-dealing, fraud, theft, and other improper actions described in detail herein
constitute wrongful acts that risk causing the LP and Plaintiffs to suffer imminent harm and
irreparable injury to which there is no adequate remedy at law. These actions have already caused
the LP and Plaintiffs substantial damages and harm.
98. Pending the resolution of Plaintiffs’ claims, Defendants will attempt to continue
to manage the affairs of the LP and loot the LP. This could result in overdrawn bank accounts,

PAGE 14
damage to the reputation of the LP’s business operations, result in employees leaving the LP’s
business, and other non-monetary, irreparable harm. Accordingly, there is a substantial risk of
ongoing and irreparable harm to the rights and interests of Plaintiffs so long as Defendants continue
to have any form of control and/or access to the LP. The actions of the Defendants are illegal,
oppressive, and/or fraudulent.
99. Irreparable harm would ensue in the absence of injunctive relief.
100. Defendants’ conduct is a clear violation of the duties and contractual obligations
Defendants owe to Plaintiffs. Therefore, there is a strong probability that Plaintiffs will succeed
on the merits of the case.
101. Accordingly, in addition to a receivership, Plaintiffs request that the Court issue a
temporary restraining order and temporary and permanent injunctive relief, as follows:
a. Order all property, assets, and monies improperly transferred from the LP to
Defendants be returned to the LP and the underlying transactions rescinded for the
duration of this litigation.
b. Prohibit any further transfers of property, assets, and monies from the LP to
Defendants (or any entity controlled by Defendants). This includes any purported
salary, licensing fees, management fees, and other withdrawals.
c. Prohibit Defendants from transferring any property, assets, and monies from the LP
for the duration of this litigation.
d. Order removal of Defendants from any access to the LP bank accounts.
e. Order that Defendants may no longer take cash receipts of Mr Mesero for purposes
of depositing such funds into the LP bank account.
102. Plaintiffs seek this relief pursuant to TEXAS RULE OF CIVIL PROCEDURE 680 et seq.,
TEXAS CIVIL PRACTICE & REMEDIES CODE § 65.011, applicable law, and/or the Court’s inherent
equitable powers.

PAGE 15
103. Plaintiffs are ready and willing to post an appropriate bond in support of the
temporary restraining order and the temporary injunction.
Request for Attorneys’ Fees and Expenses Incurred
104. Plaintiffs incorporate by reference all preceding paragraphs as fully set forth herein.
105. Plaintiffs have retained the undersigned counsel to represent them in this action,
and have incurred and will continue to incur expenses for investigating and bringing the foregoing
claims on behalf of Plaintiffs. Plaintiffs request an award of reasonable attorneys’ fees and costs
incurred. See, e.g., Section 37.009 of the TEX. CIV. PRAC. & REM. CODE; Section 21.561(b)(1)
TEX. BUS. ORG. CODE.
Exemplary/Punitive Damages
107. Plaintiffs also brings this suit for recovery of an award of punitive or exemplary
damages against Defendants. Since Defendants’ conduct has been willful, Plaintiffs and the LP
are entitled to exemplary damages.
VIII. JURY DEMAND
108. Plaintiffs demand a trial by jury and will pay the applicable fee.
IX. CONDITIONS PRECEDENT
109. All conditions precedent to the contract or claims alleged in this case have been
performed, excused, waived or otherwise satisfied as required by applicable Texas law including,
but not limited to, the presentment of attorneys’ fees claim.

PAGE 16
X. REQUEST FOR DISCLOSURE
110. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, Plaintiffs request that
Defendants disclose within fifty (50) days of service, the information and/or material described in
Rule 194.2.
PRAYER & SUMMARY OF RELIEF REQUESTED
WHEREFORE, PREMISES CONSIDERED, Plaintiffs respectfully prays that the Court:
1. Enter a judgment for Plaintiffs and the LP for damages and monetary relief in
excess of $1,000,000, including actual, consequential, incidental, and punitive damages, plus pre-
and post-judgment interest.
2. Disgorge all profits obtained as a result of the actions and misconduct referenced
herein.
3. Place a constructive trust on all of the benefits, property, and monies obtained by
Defendants as described herein.
4. Order an accounting.
5. Award Plaintiffs all expenses incurred in bringing these claims, including without
limitation reasonable attorneys’ fees and costs.
6. Enter a declaratory judgment as described herein.
7. Appoint a receiver as described herein.
8. Enter a temporary restraining order as described herein.
9. Order injunctive relief as described herein.
10. Award Plaintiffs and the LP exemplary/punitive damages.
11. Award Plaintiffs and the LP such other and further relief, both special and general,
at law or in equity, to which they may show themselves to be justly entitled.

PAGE 17
DATED: April 4, 2018 Respectfully submitted,
/s/ John T. Cox III

John T. Cox III
State Bar No. 24003722
tcox@lynnllp.com
Andrew S. Hansbrough
State Bar No. 24094700
ahansbrough@lynnllp.com
LYNN PINKER COX & HURST, LP
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
Telephone: 214.981.3800
Facsimile: 214.981.3839
ATTORNEYS FOR PLAINTIFFS

PAGE 18
CAUSE NO. DC- -
RTR DINING VENTURES, LLC AND IN THE DISTRICT COURT

MESERO HOLDINGS, LLC, both
derivatively on behalf of l MICO 12
LP, LLP
Plaintiffs,
wwwwmwwmmwwww
TH JUDICIAL DISTRICT
V.
1 MICO 12, LP, LLP, MICHAEL

RODRIGUEZ, AND MICOMIGUEL,
LLC
Defendants. DALLAS COUNTY
VERIFICATION
My name is Ryan T. Rogers. My business address is 16251 Dallas Parkway Addison,

Texas 75001, United States of America. I declare under penalty of perjury that the following is
true and correct:
1. I am over 21 years old, am of sound mind, and I am fully competent to make this
Declaration/Verification and to testify to the matters stated herein.
2. have read PlaintiflS Original Verified Complaint and Applicationfor Temporary

I
Restraining Order, Temporary Injuncrion, and Receivership in the above-captioned case.
3. have personal knowledge of the

I facts stated therein and affirm that they are all
true and correct to the best of my knowledge.
4. The grounds for which the Temporary Restraining Order, Temporary Injunction,
and Receivership sought are true and correct.
I declare under penalty of perjury under the laws of the United States and the State of
Texas that the foregoing is true and correct.
Executed in Dallas County, State of Texas, on the 3rd

_th day oprril, 2018.
VERIFICATION Page 1
PAGE 19

Dallas DC-18-04402 Mesero v. Rodriguez

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Dallas DC-18-04402 Mesero v. Rodriguez

Uploaded by

Copyright:

Available Formats

FILED

RTR DINING VENTURES, LLC AND § IN THE DISTRICT COURT

ORIGINAL VERIFIED PETITION AND APPLICATION FOR TEMPORARY

LLP, Michael Rodriguez, and MicoMiguel, LLC (“MicoMiguel”) (collectively, “Defendants”),

and hereby alleges as follows:

account as his personal piggy bank.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

1. Discovery shall be conducted pursuant to Texas Rule of Civil Procedure 190.3

2. Plaintiffs request expedited discovery given the misconduct alleged herein,

ongoing damage, and substantial threat of irreparable harm.

3. Plaintiff RTR Dining Ventures, LLC (“RTR”) is a limited liability company

4. Plaintiff Mesero Holdings, LLC (“MH”) is a limited liability company organized

MH is a limited partner and investor in 1 MICO 12, LP, LLP.

6. Defendant Michael Rodriguez (“Rodriguez”) is an individual who is a citizen of

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

7. Defendant MicoMiguel, LLC (“MicoMiguel”) is a limited liability company

formalities and instead operated as if he individually is MicoMiguel and/or is entitled to monies,

misconduct and facts, merits piercing of the corporate veil.

IV. JURISDICTION & VENUE

occurred in Dallas County, Texas.

V. EXEMPTION FROM DEMAND REQUIREMENT

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

A. The LP is Formed to Operate the Mr Mesero Restaurant.

but not limited to, the Plaintiffs.

16. The LP is governed by an Agreement of Limited Partnership of 1 Mico 12 LP,

LLP (the “LP Agreement”).

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

Restaurant Group, LLC.1

B. Rodriguez Pays Himself A “Salary” In Contravention of the LP Agreement.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

contravention of the LP Agreement exceed $200,000.

C. Rodriguez Pays Himself A 5.0% Licensing Fee in Contravention of the LP

21. Since inception, and in contravention of the LP Agreement, Rodriguez has

formation of Mesero Restaurant Group, LLC.

2. The Maximum Licensing Fee Owed to Anyone Is 2.5%.

only allows for a 2.5% licensing fee.

Rodriguez continues to improperly collect a 5.0% fee.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

depositing the cash into the LP bank account.

29. In approximately December 2017, Rodriguez became more involved with Mr

his, and MicoMiguel’s, responsibilities and duties.

those deposits directly to him.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

recover the amounts improperly taken by Rodriguez.

VII. CAUSES OF ACTION

Breach of Fiduciary Duty

the LP and its partners.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

and its partners damages.

fees/expenses/costs, and punitive damages.

MicoMiguel, however, have not.

43. MicoMiguel and Rodriguez’s non-performance of the terms of the LP Agreement

constitutes various breaches of the LP Agreement.

45. As a result of Rodriguez and MicoMiguel’s non-performance and breaches, the

fees/expenses/costs, and punitive damages.

Tortious Interference with Contract (only Defendant Rodriguez)

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

49. Rodriguez knew about the contract.

51. A breach of contract occurred.

53. The LP incurred damages as a result.

fees/expenses/costs, and punitive damages.

fees/expenses/costs, and punitive damages.

ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER,

the LP bank account, cash deposits, withdrawals, and disbursements.