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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION THE GIL RAMIREZ GROUP, L.L.C. AND GIL RAMIREZ, JR.
Plaintiffs,
V S.

CIVIL ACTION NO. 4:10-CV-04872

HOUSTON INDEPENDENT SCHOOL DISTRICT, LAWRENCE MARSHALL, EVA JACKSON AND RHJ-JOC, INC.
Defendants.

DEFENDANT LAWRENCE MARSHALL AND MARSHALL & ASSOCIATES' ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFFS' SECOND AMENDED ORIGINAL COMPLAINT AND REQUEST FOR PERMANENT INJUNCTION AND JURY DEMAND
Defendants Lawrence Marshall ("Marshall") and Marshall & Associates (collectively, "Defendants") file this Answer and Affirmative Defenses to Plaintiffs The Gil Ramirez Group, L.L.C. and Gil Ramirez, Jr.'s (collectively, "Plaintiffs") Second Amended Original Complaint and Request for Permanent Injunction ("Complaint"), and would show the Court the following: Pursuant to Federal Rule of Civil Procedure 8(b), Defendants deny each and every allegation contained in Plaintiffs' Complaint except for those expressly admitted below. Defendants may not have personal knowledge of the facts expressed in the Complaint and may have relied on individuals with knowledge of relevant facts in forming their answers.

I.
1.

PARTIES

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 1 of Plaintiffs Complaint, and therefore deny the same.

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2.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 6 of Plaintiffs' Complaint, and therefore deny the same. 3. 4. Defendants admit the allegations in Paragraph 3 of Plaintiffs' Complaint. Defendants admit the allegations in Paragraph 4 of Plaintiffs' Complaint

regarding Marshall's citizenship, presidency on the HISD Board of Trustees and service address. Defendants deny the remaining allegations in Paragraph 4. 5. Defendants admit that Marshall & Associates may be served at P.O. Box 88082,

Houston, Texas 77288-0082. To the extent Paragraph 5 of Plaintiffs' Complaint contains additional allegations, Defendants deny same. 6. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 6 of Plaintiffs' Complaint, and therefore deny the same. 7. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in paragraph 7 of Plaintiffs' Complaint, and therefore deny the same. 8. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 8 of Plaintiffs' Complaint, and therefore deny the same. 9. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 9 of Plaintiffs' Complaint, and therefore deny the same.

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10.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 10 of Plaintiffs' Complaint, and therefore deny the same. 11. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 11 of Plaintiffs' Complaint, and therefore deny the same. 12. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 12 of Plaintiffs' Complaint, and therefore deny the same. II. JURISDICTION AND VENUE 13. Defendants deny the allegations in Paragraph 13 of Plaintiffs' Complaint.

Defendants also deny that any amounts are owed to Plaintiffs. 14. Without making any admissions as to jurisdiction, Defendants admit that

Plaintiffs purport to invoke the Court's venue but state that Paragraph 14 states a legal conclusion to which no answer is required. III. FACTUAL ALLEGATIONS 15. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 15 of Plaintiffs' Complaint, and therefore deny the same. 16. Defendants admit that HISD conducted a bond issue in the amount of $805

million to construct new schools and repair and update outdated schools. To the extent Paragraph 16 of Plaintiffs' Complaint contains additional allegations, Defendants deny same. 17. 18. Defendants deny the allegations in Paragraph 17 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 18 of Plaintiffs' Complaint. 3

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19. 20.

Defendants admit the allegations in Paragraph 19 of Plaintiffs' Complaint. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 20 of Plaintiffs' Complaint, and therefore deny the same. 21. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 21 of Plaintiffs' Complaint, and therefore deny the same. 22. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 22 of Plaintiffs' Complaint, and therefore deny the same. 23. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 23 of Plaintiffs' Complaint, and therefore deny the same. 24. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 24 of Plaintiffs' Complaint, and therefore deny the same. 25. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 25 of Plaintiffs' Complaint, and therefore deny the same. 26. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 26 of Plaintiffs' Complaint, and therefore deny the same.

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27.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 27 of Plaintiffs' Complaint, and therefore deny the same. 28. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 28 of Plaintiffs' Complaint, and therefore deny the same. 29. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 29 of Plaintiffs' Complaint, and therefore deny the same. 30. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 30 of Plaintiffs' Complaint, and therefore deny the same. 31. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 31 of Plaintiffs' Complaint, and therefore deny the same. 32. Defendants admit that Marshall became president of the board in January 2009.

To the extent Paragraph 32 of Plaintiffs' Complaint contains additional allegations, Defendants, after reasonable investigation, are without sufficient information or knowledge to form a belief as to the truth or falsehood of those allegations, and therefore deny same. 33. Defendants admit that Jackson has made political contributions to the Marshall's

campaign. To the extent paragraph 33 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same.

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34.

Defendants admit that Medford has made political contributions to the "Larry

Marshall Campaign." To the extent paragraph 34 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 35. Defendants admit that Medford has made political contributions to the "Larry

Marshall Campaign." To the extent paragraph 35 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 36. 37. Defendants deny the allegations in Paragraph 36 of Plaintiffs' Complaint. Defendants admit that FMB has made political contributions to Marshall's

campaign. To the extent paragraph 37 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 38. 39. Defendants admit that Eva Jackson is the owner of RHJ-JOC, Inc. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 39 of Plaintiffs' Complaint, and therefore deny the same. 40. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 40 of Plaintiffs' Complaint, and therefore deny the same. 41. 42. 43. 44. 45. Defendants deny the allegations in Paragraph 41 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 42 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 43 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 44 of Plaintiffs' Complaint. Defendants deny that Marshall intended for RHJ, Jackson, FBM and Medford to

receive most, if not all, of the HISD, and Defendants deny that presented such an issue to Dr.

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Saavedra. To the extent paragraph 45 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 46. 47. 48. 49. 50. 51. 52. Defendants deny the allegations in Paragraph 46 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 47 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 48 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 49 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 50 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 51 of Plaintiffs' Complaint. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 52 of Plaintiffs' Complaint, and therefore deny the same. 53. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 53 of Plaintiffs' Complaint, and therefore deny the same. 54. 55. 56. Defendants deny the allegations in Paragraph 54 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 55 of Plaintiffs' Complaint. Defendants admit that multiple contractors were selected under the bidding

process, including RHJ. To the extent Paragraph 56 of Plaintiffs' Complaint contains additional allegations, after reasonable investigation, Defendants are without sufficient information or knowledge to form a belief as to the truth or falsehood of those allegations, and therefore deny the same.

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57.

Defendants admit that FBM was approved as eligible under the second bidding

process, as alleged in Paragraph 57 of Plaintiffs' Complaint. To the extent paragraph 57 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 58. 59. Defendants deny the allegations in Paragraph 58 of Plaintiffs' Complaint. Defendants admit that Joyce Moss Clay is Marshall's campaign treasurer. To the

extent paragraph 59 of Plaintiffs' Complaint contains additional allegations, Defendants deny the same. 60. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 60 of Plaintiffs' Complaint, and therefore deny the same. 61. After reasonable investigation, Defendants are without sufficient information Or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 61 of Plaintiffs' Complaint, and therefore deny the same. 62. After reasonable investigation, Defendants are without sufficient information Or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 62 of Plaintiffs' Complaint, and therefore deny the same. 63. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 63 of Plaintiffs' Complaint, and therefore deny the same. 64. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 64 of Plaintiffs' Complaint, and therefore deny the same.

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65.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 65 of Plaintiffs' Complaint, and therefore deny the same. 66. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 66 of Plaintiffs' Complaint, and therefore deny the same. 67. 68. Defendants deny the allegations in Paragraph 67 of Plaintiffs' Complaint. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations in paragraph 68 of Plaintiffs' Complaint, and therefore deny the same. 69. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 69 of Plaintiffs' Complaint, and therefore deny the same. 70. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 70 of Plaintiffs' Complaint, and therefore deny the same. 71. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 71 of Plaintiffs' Complaint, and therefore deny the same. 72. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 72 of Plaintiffs' Complaint, and therefore deny the same.

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73.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 73 of Plaintiffs' Complaint, and therefore deny the same. 74. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 74 of Plaintiffs' Complaint, and therefore deny the same. 75. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 75 of Plaintiffs' Complaint, and therefore deny the same. 76. Defendants deny the allegations in Paragraph 76 of Plaintiffs' Complaint.

Plaintiffs' characterization of the law is overly generalized and ultimately inaccurate. 77. 78. Defendants deny the allegations in Paragraph 77 of Plaintiffs' Complaint. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 78 of Plaintiffs' Complaint, and therefore deny the same. 79. Defendants admit that Superintendent Terry Grier stated that HISD's bid process

needs to be reviewed. To the extent Paragraph 79 of Plaintiffs' Complaint contains additional allegations, after reasonable investigation, Defendants are without sufficient information or knowledge to form a belief as to the truth or falsehood of those allegations, and therefore deny the same. 80. After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 80 of Plaintiffs' Complaint, and therefore deny the same.

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81.

After reasonable investigation, Defendants are without sufficient information or

knowledge to form a belief as to the truth or falsehood of the allegations contained in Paragraph 81 of Plaintiffs' Complaint, and therefore deny the same.

IV. CAUSES OF ACTION COUNT 1:42 U.S.C. 1983 14TH AMENDMENT

82. Paragraph 82 of the Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 82 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 83. 84. 85. 86. 87. 88. 89. 90. Defendants deny the allegations in Paragraph 83 of Plaintiffs' Complaint. Defendants deny the allegations of Paragraph 84 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 85 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 86 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 87 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 88 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 89 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 90 of Plaintiffs' Complaint.

V. CAUSES OF ACTION COUNT 2: VIOLATION OF THE RACKETEER INFLUENCED CORRUPT ORGANIZATION ACT
91. Paragraph 91 of Plaintiffs' Complaint does not require an admission or denial. To

the extent Paragraph 91 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 92: 93. Defendants deny the allegations in Paragraph 92 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 93 of Plaintiffs' Complaint.

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94. 95. 96. 97. 98. 99. 100. 101. 102. 103. 104. 105. 106. 107. 108. 109. 110. 111. 112.

Defendants deny the allegations in Paragraph 94 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 95 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 96 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 97 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 98 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 99 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 100 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 101 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 102 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 103 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 104 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 105 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 106 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 107 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 108 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 109 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 110 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 111 of Plaintiffs' Complaint. Defendants deny all allegations in paragraph 112 of the Plaintiffs' Complaint. To

the extent paragraph 112 of Plaintiffs' Complaint seeks relief against Defendants, an admission or denial is not required. Nevertheless, Defendants deny that Plaintiffs are entitled to the relief they are seeking.

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VI.

CAUSES OF ACTION

COUNT 3: BREACH OF CONTRACT/BREACH OF DUTY OF GOOD FAITH 113. Paragraph 113 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 113 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 114. 115. 116. 117. 118. 119. Defendants deny the allegations in Paragraph 114 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 115 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 116 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 117 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 118 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 119 of Plaintiffs' Complaint. VII.

CAUSES OF ACTION

COUNT 4: PROMISSORY ESTOPPEL 120. Paragraph 120 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 120 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 121. 122. 123. 124. 125. 126. 127. Defendants deny the allegations in Paragraph 121 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 122 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 123 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 124 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 125 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 126 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 127 of Plaintiffs' Complaint.

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VIII. CAUSES OF ACTION COUNT 5: QUASI ESTOPPEL 128. Paragraph 128 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 128 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 129. Regarding Paragraph 129 of Plaintiffs' complaint, Defendants admit that HISD

requested bids. Defendants deny that HISD ever failed to perform under any contract. HISD performed any contractual obligations, if any. Defendants deny that the attached contract is a complete and accurate copy. 130. 131. Defendants deny the allegations in Paragraph 130 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 131 of Plaintiffs' Complaint. IX. CAUSES OF ACTION COUNT 6: TORTIOUS INTERFERENCE WITH EXISTING CONTRACT 132. Paragraph 132 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 132 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 133. 134. 135. 136. Defendants deny the allegations in Paragraph 133 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 134 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 135 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 136 of Plaintiffs' Complaint.

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X.

CAUSES OF ACTION

COUNT 7: TORTIOUS INTERFERENCE WITH PROSPECTIVE CONTRACT 137. Paragraph 137 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 137 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 138. 139. 140. 141. 142. Defendants deny the allegations in Paragraph 138 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 139 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 140 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 141 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 142 of Plaintiffs' Complaint. XI.

CAUSES OF ACTION

COUNT 8: DECLARATORY JUDGMENT 143. Paragraph 143 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 143 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 144. 145. Defendants deny the allegations in Paragraph 144 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 145 of Plaintiffs' Complaint. XII.

CAUSES OF ACTION

COUNT 9: CIVIL CONSPIRACY 146. Paragraph 146 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 146 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 147. 148. Defendants deny the allegations in Paragraph 147 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 148 of Plaintiffs' Complaint.

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149. 150. 151.

Defendants deny the allegations in Paragraph 149 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 150 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 151 of Plaintiffs' Complaint. XIV. REQUEST FOR PERMANENT INJUNCTION

152.

Paragraph 152 of Plaintiffs' Complaint does not require an admission or denial.

To the extent Paragraph 152 references previous allegations, Defendants incorporate all answers set forth in the prior paragraphs. 153. Defendants deny all allegations in paragraph 153 of the Plaintiffs' Complaint. To

the extent paragraph 153 of Plaintiffs' Complaint seeks relief against Defendants, an admission or denial is not required. Nevertheless, Defendants deny that Plaintiffs are entitled to the relief they are seeking. 154. 155. Defendants deny the allegations in Paragraph 154 of Plaintiffs' Complaint. Defendants deny the allegations in Paragraph 155 of Plaintiffs' Complaint. XV, ATTORNEYS FEES 156. Paragraph 156 of Plaintiffs' Complaint does not require an admission or denial.

In any event, Defendants deny that Plaintiffs are entitled to recover and/or receive any of the relief sought in Paragraph 156 of Plaintiffs' Complaint. To the extent Paragraph 156 contains factual allegations, Defendants deny them. 157. Paragraph 157 of Plaintiffs' Complaint states a legal conclusion to which no

answer is required. To the extent Paragraph 157 contains factual allegations, Defendants deny them. XVI. JURY DEMAND 158. Plaintiffs' request for a jury trial in Paragraph 158 of Plaintiffs' Complaint does

not require an admission or denial. 16

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XVII. PRAYER
159. The final unnumbered paragraph of Plaintiffs' Complaint does not require an

admission or denial. In any event, Defendants deny that Plaintiffs are entitled to recover and/or receive any of the relief sought in the final unnumbered paragraph of Plaintiffs Complaint. To the extent that the final unnumbered paragraph contains factual allegations, Defendants deny them.

XVIII. AFFIRMATIVE DEFENSES

160. In asserting the following defenses, Defendants do not admit that the burden of

proving the allegations or denials contained in the defenses is upon the Defendants, but, to the contrary, assert that the burden of proving the facts relevant to many of the defenses and the burden of proving the inverse of the allegations contained in many of the defenses is upon the Plaintiffs. Moreover, by asserting any defense, the Defendants do not admit any liability, but, to the contrary, specifically deny any and all allegations of liability in the Plaintiffs' lawsuit. Without admitting liability as to any of the Plaintiffs' causes of action, the Defendants assert the following defenses: 161. 162. 163. 164. Plaintiffs have failed to state a claim upon which relief may be granted. Plaintiffs' claims are barred, in whole or in part, by limitations. Plaintiffs' claims are barred, in whole or in part, by failure of consideration. Plaintiffs' claims are barred, in whole or in part, because Plaintiffs' have failed to

satisfy conditions precedent to their alleged causes of action. 165. Plaintiffs' claims are barred, in whole or in part, because of the defenses of

estoppel, quasi-estoppel and/or promissory estoppel. 166. Plaintiffs' claims are barred, in whole or in part, because of ratification, laches,

waiver, disclaimer, and accord and satisfaction. 17

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167. breach. 168.

Plaintiffs' claims are barred, in whole or in part, by Plaintiffs' prior, material

All claims brought against Marshall in his official capacity are actually claims

brought against the governmental entity, i.e. HISD. As such, Marshall is entitled to the same immunity and defenses that would be available to HISD as a political subdivision and independent school district under Texas law, including sovereign and governmental immunity. See Hafer v. Melo, 112 S.Ct. 358, 362 (1991); TEX. CIV. PRAC, REM. CODE 101.051. 169. To the extent Plaintiffs are asserting federal claims against Marshall in his

individual capacity, Marshall is entitled to qualified immunity from liability on Plaintiffs' claims that are based upon alleged violations of their constitutional or statutory rights. Marshall did not take any actions that he knew or should have known violated the Plaintiffs' clearly-established constitutional or statutory rights. See Harlow v. Fitzgerald, 457 U.S. 800, 818 (1982); see also Saucier v. Katz, 533 U.S. 194, 200-01, 121 S.Ct. 2151 (2001); McClendon v. City of Columbia, 305 F.3d 314, 322-23 (5th Cir. 2002) (en banc); Williams v. Kaufman County,352 F.3d 994, 1002 (5th Cir. 2003). Marshall is therefore entitled to qualified immunity, and he is immune from both liability and discovery in this action. See Nieto v. San Perlita Ind Sch Dist., 894 F.2d 174 (5th Cir. 1990). 170. Marshall is entitled to common-law official immunity under Texas law. See City

of Lancaster v. Chambers, 883 S.W.2d 650 (Tex. 1994); Campbell v. Jones, 264 S.W.2d 425 (Tex. 1954). 171. Marshall asserts that, as a professional school district employee acting within the

scope and course of his employment and undertaking actions that involve the exercise of

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judgment or discretion, he is entitled to common law, statutory and/or sovereign immunity. TEX. EDUC. CODE 22.051 (1995). 172. Plaintiffs' claims are barred, in whole or in part, because Plaintiffs have failed to

mitigate their damages, if any. 173. Plaintiffs' claims are barred, in whole or in part, because its own acts or omissions

caused the alleged injury and damages complained of in this lawsuit. 174. Plaintiffs' claims against Defendants are barred, in whole or in part, because acts

or omissions of third parties have caused or are the cause of Plaintiffs' alleged damages, if any. 175. mistake. 176. Plaintiffs' claims are barred, in whole or in part, because Plaintiffs failed to Plaintiffs' claims are barred, in whole or in part, by the affirmative defense of

perform conditions precedent under the subject contract, including but not limited to their failure to abide by the contract's dispute resolution process. 177. Plaintiffs' claims are barred in whole or in part by truth, the First Amendment,

privilege and justification. 178. Plaintiffs' claims are barred, in whole or in part, by the contributing, concurring,

intervening, and/or superseding fault of persons or entities other than Defendants. 179. Defendants plead the inferential rebuttal defenses including new and independent

cause and sole proximate cause. 180. pani delicto. 181. motive. Plaintiffs' claims are barred, in whole or in part, by illegality and/or improper Plaintiffs' claims are barred, in whole or in part, by unclean hands and/or by in

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182. faith. 183.

Plaintiffs' claims are barred, in whole or in part, by truth, knowledge, and good

Plaintiffs' claims are barred, in whole or in part, because Defendants were not

engaged in a RICO "enterprise." 184. Plaintiffs' claims are barred, in whole or in part, because Plaintiffs' do not have a

cognizable international tort claim against Defendants. 185. Plaintiffs' claims are barred, in whole or in part, because Plaintiffs' lack standing. XIX. JURY DEMAND AND PRAYER 186. Defendants assert their rights under the Seventh Amendment to the U.S.

Constitution and demand, in accordance with FED. R. CIV. P. 38, a trial by jury on all issues. WHEREFORE, PREMISES CONSIDERED, Defendants pray that Plaintiffs' Complaint be dismissed in its entirety, with prejudice, that Plaintiffs take nothing by their suit, and that Defendants be discharged. Defendants further pray that the court award Defendants all other and further relief, both general and special, at law or in equity, to which Defendants may be justly entitled. Respectfully submitted, BRACE WELL & GIULIANI LLP By: /s/ Jarvis V. Hollingsworth Jarvis V. Hollingsworth Attorney-in-Charge State Bar No. 00787708 SDT Bar No. 216068 Richard F. Whiteley State Bar No. 24013744 SDT Bar No. 24408 David W. Morris State Bar No. 24046481 SDT Bar No. 585631 Melissa A. Mihalick State Bar No. 24045589 20

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Federal Bar No. 808466 711 Louisiana, Suite 2300 Telephone: (713) 221-1563 Facsimile: (713) 221-1212

ATTORNEY FOR DEFENDANT LAWRENCE MARSHALL

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing document has been forwarded to counsel of record pursuant to the Federal Rules of Civil Procedure via the Court's electronic filing service unless the Court record indicates other means of service on the 12th day of December, 2011; /s/ David W. Morris arvis V. Hollingsworth

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