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096-304164-18 FILED

CAUSE NO. ________________________ TARRANT COUNTY


11/6/2018 2:14 PM
THOMAS A. WILDER
VIJAYAN NAMBIAR INDIVIDUALLY § DISTRICT CLERK
AND AS TRUSTEE OF THE VIJAYAN §
NAMBIAR REVOCABLE TRUST AND §
THE VIJAYAN NAMBIAR AND §
JACQUELINE ANN LEE-NAMBIAR §
REVOCABLE TRUST, JACQUELINE §
ANN LEE-NAMBIAR INDIVIDUALLY, §
JEFFREY NG CHENG HAI §
INDIVIDUALLY AND AS THE TRUSTEE §
OF THE JEFFREY NG CHENG HAI §
REVOCABLE TRUST, CHIN CHOON §
KHEE INDIVIDUALLY AND AS § IN THE DISTRICT COURT OF
TRUSTEE OF THE CHIN CHOON KHEE §
REVOCABLE TRUST, TEH CHEE §
KUANG INDIVIDUALLY AND AS THE §
TRUSTEE OF THE TEH CHEE KUANG §
REVOCABLE TRUST, OH EE TEIK §
INDIVIDUALLY AND AS TRUSTEE OF §
THE OH EE TEIK REVOCABLE TRUST, §
AMINAH BTE MD YUSOF §
INDIVIDUALLY AND AS TRUSTEE OF §
THE AMINAH BTE MD YUSOF §
REVOCABLE TRUST, JEFFREY YAN §
SECK CHEW INDIVIDUALLY AND AS §
TRUSTEE OF THE JEFFREY YAN SECK § TARRANT COUNTY, TEXAS
CHEW REVOCABLE TRUST, ANTHONY §
LAI HON KYUN INDIVIDUALLY AND §
AS TRUSTEE OF THE ANTHONY LAI §
HON KYUN REVOCABLE TRUST , PING §
CHAY SOON INDIVIDUALLY AND AS §
TRUSTEE OF THE PING CHAY SOON §
REVOCABLE TRUST, RAYSON TAN §
SWEE SENG INDIVIDUALLY AND AS §
TRUSTEE OF THE RAYSON TAN SWEE §
SENG REVOCABLE TRUST, AND TAN §
CHEE KIANG INDIVIDUALLY AND AS §
TRUSTEE OF THE TAN CHEE KIANG §
REVOCABLE TRUST §
Plaintiffs, §
§
vs. §
§
FOO TIANG MENG DIRK ROBERT §
INDIVIDUALLY AND AS TRUSTEE OF §
THE HILLS OF WINDRIDGE TRUST AND §
WINDRIDGE A2A DEVELOPMENTS, §
LLC. §
Defendants. § 96th
________JUDICIAL DISTRICT
PLAINTIFFS’ ORIGINAL PETITION TO COMPEL ACCOUNTING, APPLICATION
FOR TEMPORARY RESTRAINING ORDER AND TEMPORARY INJUNCTION

TO THE HONORABLE JUDGE OF SAID COURT:

COMES NOW, VIJAYAN NAMBIAR INDIVIDUALLY AND AS TRUSTEE OF THE

VIJAYAN NAMBIAR REVOCABLE TRUST AND THE VIJAYAN NAMBIAR AND

JACQUELINE ANN LEE-NAMBIAR REVOACBLE TRUST, JACQUELINE ANN LEE-

NAMBIAR INDIVIDUALLY, JEFFREY NG CHENG HAI INDIVIDUALLY AND AS THE

TRUSTEE OF THE JEFFREY NG CHENG HAI REVOCABLE TRUST, CHIN CHOON

KHEE INDIVIDUALLY AND AS TRUSTEE OF THE CHIN CHOON KHEE REVOCABLE

TRUST, TEH CHEE KUANG INDIVIDUALLY AND AS THE TRUSTEE OF THE TEH

CHEE KUANG REVOCABLE TRUST, OH EE TEIK INDIVIDUALLY AND AS TRUSTEE

OF THE OH EE TEIK REVOCABLE TRUST, TAN SOOK HOON, INDIVIDUALLY AND AS

TRUSTEE OF THE TAN SOOK HOON REVOCABLE TRUST, AMINAH BTE MD YUSOF

INDIVIDUALLY AND AS TRUSTEE OF THE AMINAH BTE MD YUSOF REVOCABLE

TRUST, JEFFREY YAN SECK CHEW INDIVIDUALLY AND AS TRUSTEE OF THE

JEFFREY YAN SECK CHEW REVOCABLE TRUST, ANTHONY LAI HON KYUN

INDIVIDUALLY AND AS TRUSTEE OF THE ANTHONY LAI HON KYUN REVOCABLE

TRUST, PING CHAY SOON INDIVIDUALLY AND AS TRUSTEE OF THE PING CHAY

SOON REVOCABLE TRUST, RAYSON TAN SWEE SENG INDIVIDUALLY AND AS

TRUSTEE OF THE RAYSON TAN SWEE SENG REVOCABLE TRUST, AND TAN CHEE

KIANG INDIVIDUALLY AND AS TRUSTEE OF THE TAN CHEE KIANG REVOCABLE

TRUST (“Plaintiffs”) and files this their Petition to Compel Accounting, Application for

Temporary Restraining Order and Temporary Injunction against FOO TIANG MENG FIRK

ROBERT INDIVIDUALLY AND AS TRUSTEE OF THE HILLS OF WINDRIDGE TRUST

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AND THE FOSSIL CREEK TRUST, WINDRIDGE A2A DEVELOPMENTS, LLC, a Texas

limited liability company, and FOSSIL CREEK A2A DEVELOPMENTS, LLC, a Texas limited

liability company (“Defendants”) and in support thereof will respectfully show this Court the

following:

I. Parties

1. Plaintiffs are Vijayan Nambiar, Individually, as Trustee of the Vijayan Nambiar

Revocable Trust and the Vijayan Nambiar and Jacqueline Ann Lee-Nambiar Revocable Trust,

Jacqueline Ann Lee-Nambiar, Individually, Jeffrey Ng Cheng Hai, Individually, and as the

Trustee of the Jeffrey Ng Cheng Hai Revocable Trust, Chin Choo Khee, Individually, and as

Trustee of the Chin Choo Khee Revocable Trust, Chee Teh Kuang, Individually, and as Trustee

of the Teh Chee Kuang Revocable Trust, Oh Ee Teik, Individually, and as Trustee of the Oh Ee

Teik Revocable Trust, Tan Sook Hoon, Individually and as Trustee of the Tan Sook Hoon

Revocable Trust, Aminah bte MD Yusof, Individually and as Trustee of the Aminah bte MD

Yusof Revocable Trust, Jeffrey Yan Seck Chew, Individually and as Trustee of the Jeffrey Yan

Seck Chew Revocable Trust, Anthony Lai Hon Kyun, Individually, and as Trustee of the

Anthony Lai Revocable Trust, Ping Chay Soon, Individually, and as Trustee of the Ping Chay

Soon Revocable Trust, Rayson Tan Swee Send Individually and as Trustee of the Rayson Tan

Swee Seng Revocable Trust, and Tan Chee Kiang, Individually, and as Trustee of the Tan Chee

Kiang Revocable Trust ("Plaintiffs") all of whom are foreign individuals.

2. Defendant, Foo Tiang Meng Dirk Robert, Individually and as Trustee of the Hills

of Windridge Trust and the Fossil Creek Trust (“Dirk Foo” or “Trustee”) is an individual that

may be served at his last known address listed on the Texas Secretary of State’s website, which is

6635 Sandshell Blvd, Fort Worth, Texas 76137 or wherever he may be found.

3. Defendant, Windridge A2A Developments, LLC, a Texas limited liability

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company, is a Texas limited liability company that may be served by and through its registered

agent, Serene Country Homes, LLC, at 6635 Sandshell Blvd, Fort Worth, Texas 76137. Serene

Country Homes, LLC can be served by and through its registered agent, Joseph F. Attrux, at 6635

Sandshell Blvd, Fort Worth, Texas 76137 or wherever he may be found.

4. Defendant, Fossil Creek A2A Developments, LLC, a Texas limited liability

company, is a Texas limited liability company that may be served by and through its registered

agent, Serene Country Homes, LLC, at 6635 Sandshell Blvd, Fort Worth, Texas 76137. Serene

Country Homes, LLC can be served by and through its registered agent, Joseph F. Attrux, at 6635

Sandshell Blvd, Fort Worth, Texas 76137 or wherever he may be found.

II. Jurisdiction and Venue

5. Venue is proper in Tarrant County, Texas because all or a substantial part of the

events or omissions occurred in Tarrant County, Texas.

III. Factual Background

6. Sometime in the early 2000s, Defendant Windridge A2A Developments, LLC

(“the Windridge Facilitator”) began developing a master planned community called The Hills of

Windridge on certain real property located in Tarrant County, Texas and legally described on

Exhibit “A” (“the Windridge Property”). Defendant Fossil Creek A2A Developments, LLC (“the

Fossil Creek Facilitator”) began developing a master planned community called Trails of Fossil

Creek on certain real property located in Tarrant County, Texas and legally described on Exhibit

“B” (“the Fossil Creek Property”) (collectively referred to “the Properties”). Both the Windridge

Facilitator and the Fossil Creek Facilitator appear to be owned and/or controlled by Defendant

Dirk Foo and a company located in Singapore called A2A Capital Management Pte Ltd.

7. Plaintiffs herein purchased undivided fractional interests (“UFI”) in the land on

which each master planned community would be built as follows: Plaintiffs, Vijayan Nambiar,

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Jeffrey Ng Cheng Hai, Chin Choon Khee, Teh Chee Kuang, Oh Ee Teik, Tan Sook Hoon,

Aminah bte MD Yusof, Jeffrey Yan Seck Chew, Anthony Lai Hon Kyun and Ping Chay Soon

purchased UFIs in the Windridge Property (“Windridge Plaintiffs”); and Plaintiffs Vijayan

Nambiar, Jacqueline Ann Lee-Nambiar, Teh Chee Kuang, Rayson Tan Swee Seng, Tan Chee

Kiang, Jeffrey Yan Seck Chew, and Ping Chay Soon purchased UFIs in the Fossil Creek Property

(“Fossil Creek Plaintiffs”).

8. The investment structure was set up identically by the Windridge Facilitator and

the Fossil Creek Facilitator (collectively referred to as “the Facilitators”) which are LLCs that

appear to be managed by the same people/parent company. The investors would pay $10,000

USD to purchase a UFI in either the Windridge Property or the Fossil Creek Property, or both. In

order to facilitate the development of the master planned communities, the investors were

required to agree to restrictive covenants that set forth, in part, that the facilitator of their UFIs

would be in charge of the development of the master planned communities. See, for example,

Exhibit C, which is a copy of the Restrictive Covenant executed by Plaintiff, Vijayan Nambiar.1

The investors were also required to sign a Power of Attorney authorizing the facilitator for each

of their UFIs be designated as their attorney-in-fact with the ability to execute contracts on their

behalf. See, for example, Exhibit D, which is a copy of the Power of Attorney executed by

Plaintiff, Vijayan Nambiar. The Properties were to be divided into phases. Once the first phase

was developed, the investors were told the land would be divided into lot/block numbers and

homes would be built under the supervision of the applicable facilitator. Once each home was

completed, it would be sold in the homebuyer market. A portion of the proceeds from the sale of

each home was to be used to fund the development of the next phase. See 3.1(ix) of Exhibit C.

The facilitators were also supposed to distribute the some of the net proceeds of each sale to the

1
While Exhibit C is a Restrictive Covenant for the Windridge Property, all of the pertinent language of Exhibits C
through F is the same for both the documents relating to both the Windridge Property and the Fossil Creek Property.
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investors based on the percentage of UFIs they purchased. See 3.1(i) of Exhibit C.

9. In order to facilitate these sales of the homes, the Hills of Windridge investors

were required to convey their UFIs to The Hills of Windridge Trust (“the Windridge Trust”) and

the Fossil Creek investors were required to convey their UFIs to The Fossil Creek Trust (“the

Fossil Creek Trust”). See, for example, Exhibit E, which is a copy of the Special Warranty Deed

executed by Plaintiff, Vijayan Nambiar. These conveyances were only for the purpose of selling

homes once the facilitators approved them for sale. See, Article 1 of Exhibit F, which is a copy of

the Trust Agreement. In exchange, the investors were named as settlors/beneficiaries of the

Windridge Trust and/or Fossil Creek Trust. Id. The trustee of both trusts was Defendant Dirk Foo

(Id.) who is also represented to the investors as being the CEO of both the Windridge Facilitator

and the Fossil Creek Facilitator.

10. At some point, the Facilitators appear to have retained a company named Serene

Country Homes, LLC (“SCH”) to manage the infrastructure development and home construction

activities. The Facilitators reported to the investors that SCH is a fully owned subsidiary of the

A2A Group of Companies. According to the Texas Secretary of State’s website, SCH has the

same address as the Facilitators and is managed, in part, by Dirk Foo.

11. While initial reports from the Facilitators to the investors showed progress being

made on the development of The Hills of Windridge and Fossil Creek, progress stalled over time

and the investors began to get worried. In 2016, the Facilitators began referencing changes that

may affect non-regulated investment products, such as The Hills of Windridge and Fossil Creek.

According to the Facilitators, these changes meant that it should transition from the non-

accredited products markets into the accredited institutional capital markets. No further

explanation of the purpose of this transition was provided to the investors.

12. On April 6, 2017, a report was sent by Dirk Foo to the investors (“the April 6th

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Report”) announcing the news of a “successful agreement” of a joint enterprise between SCH

and a company called Puyin Blockchain Group out of Shenzhen, China (“PBG”). See Exhibit G.

Dirk Foo reported that PBG would be investing $655 Million USD into the Facilitator’s projects,

including The Hills of Windridge and Fossil Creek, and that the joint enterprise would mean “a

steady profit distribution” to the investors. Dirk Foo also advised that the joint enterprise

mandated that the lots at The Hills of Windridge and Fossil Creek be pre-sold to the joint

enterprise instead of directly to the homebuyer market. The joint enterprise also mandated that

the investors could sell back their UFIs at cost if they chose to divest from the project. No reason

for these mandates were provided.

13. The investors have very recently discovered news reports that PBG was allegedly

involved in a pyramid scheme to scam 3,000 innocent investors of over $60 Million by selling

them cryptocurrency at inflated prices and that Dirk Foo and Allan Lind may have controlled

links to this company. The reports also claim that some PBG representatives were arrested in

China for this scam.

14. On April 17, 2017, the investors received another report from Dirk Foo stating

that SCH would be selling the empty lots to entities (“Companies”) and that the Companies

would be in charge of developing homes on the lots to sell in the homebuyer market. See Exhibit

H. Dirk Foo did not provide any information about the identities of any of the Companies that

would be purchasing the lots, the purchase prices or how the change in investment strategy would

affect the investors’ returns.

15. However, the Tarrant County Real Property Records shows that, since late 2015,

most of the properties that have been conveyed, have been conveyed as vacant lots, to companies

that appear to be owned and/or controlled by SCH, Dirk Foo, Allan Lind, or other individuals or

entities related to SCH (“the Entities”). The warranty deeds do not specify the sales prices for the

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lots and, since Dirk Foo refuses to provide the investors with a statement of account, is unclear if

the lots were conveyed to any of the Entities for an adequate amount of consideration. Thereafter,

homes were built on the lots and sold to the homebuyer market resulting in profit to the Entities.

It is not known if any of these profits were ever conveyed to the beneficiaries.

16. In May of 2017, a group of investors became concerned about why the Facilitators

needed funding from institutional markets when the Facilitators should have had enough capital

from the proceeds from the previously sold homes to fund the building of the next phase of

homes. The news also began to report on the problems A2A was experiencing. Apparently, Dirk

Foo refused to return to Singapore to address these issues. The group of investors inquired about

selling their UFIs back to the Facilitators, as offered by Dirk Foo in the April 17th Report, but

received an email from the Facilitators stating that it was in no position to buy back the UFIs.

17. On or about May 16, 2017, the group of investors sent a letter to Dirk Foo, as the

trustee of the trusts and as CEO of the Facilitator, requesting a proper audited statement of

accounts of The Hills of Windridge and Fossil Creek. Dirk Foo failed to provide the accounting,

as requested. Dirk Foo was sent a request for accounting on at least one other occasion, which

was also not responded to.

18. On or about September 19, 2018, a letter was sent by the undersigned counsel on

behalf of Plaintiff, Vijayan Nambiar and more than 100 investors, to Dirk Foo and the facilitators

demanding they halt sales of the remaining uncompleted land assets/plats/undeveloped lots and

provide him with a written statement of accounts and a list of the identities of the other co-

owners of the Windridge and Fossil Creek UFIs. See Exhibit I. Dirk Foo and the facilitators

refused to provide a written statement of accounts or a list of the other co-owners. See Exhibit

J. As for the request for the identities of the co-owners of the UFIs, Mr. Tasker responded that if

Mr. Nambiar wanted to know the identity of the thousands of co-owners, he would have to

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compile his own list by going through the Tarrant County Real Property Records. Id. on Page 2

under the “Identity of Investors” heading. After refusing Mr. Nambiar’s requests, counsel for

Dirk Foo and the facilitators, Jeffrey C. Tasker, suggested a face-to-face meeting to address Mr.

Nambiar’s concerns. Id. Mr. Nambiar agreed to the face-to-face meeting so long as he had an

opportunity to review a written statement of accounts before the meeting. Exhibit K. Dirk Foo

rejected this condition claiming that Dirk Foo is “excused” from having to comply with Sections

131.151 and 131.152 of the Texas Property Code. See Exhibit L.

19. While preparing this petition, several of the plaintiffs filed a lis pendens in the

Tarrant County Real Property Records to notify all potential transferees/purchasers of the

Windridge Property/Fossil Creek Property that there is a claim to the property being litigated.

Notice of the lis pendens filings were sent to Mr. Tasker. On November 2, 2018, Tasker sent a

letter to the plaintiffs’ counsel demanding that the lis pendens be immediately released. See

Exhibit M.

IV. Suit for Accounting

20. There is no legal or contractual basis for the defendants to refuse to produce a

written statement of accounts or to allow an inspection of their books and records. First, the trust

agreements state that “(t)he Trustee shall keep accurate records concerning the Trust” but that,

only to the extent permitted by law, he is “excused from any duty to render annual or other

periodic accounts…” See Article Eight of Exhibit F. It does not state that the trustee is excused

from complying with the Texas law. Secondly, the Restrictive Covenant requires the facilitator to

keep or cause to be kept and maintained “full and accurate books of account and records

reflecting receipts and expenditures relating to the Property” and “registry of Co-owners” and

that those documents shall be available for inspection by the Co-owners. See Article 12 of

Exhibit C. Since the Windridge Plaintiffs and the Fossil Creek Plaintiffs are (or have been) “the

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registered owners, from time to time, of the undivided tenant-in-common interest” in the

Windridge Property and Fossil Creek Property respectively, they are each entitled to inspect the

books and records of the facilitators related to those properties.

21. Texas Property Code requires that a beneficiary of a trust may demand a written

statement of accounts from the trustee and that, if the trustee fails or refuses to deliver the

statement on or before the 90th day after the date the trustee receives the demand or after a longer

period ordered by a court, any beneficiary of the trust may file suit to compel the trustee to

deliver the statement to all beneficiaries of the trust. See TEX.PROP. CODE 113.151. Additionally,

the restrictive covenants require that the facilitators keep and maintain full and accurate books of

account and records reflecting the receipts and expenditures relating to the Property and a register

of “Co-owners” which was to be made available for inspection. Accordingly, this Court should

compel the defendants to produce an accounting.

22. Since the Plaintiffs have a financial interest in the trust, it is permissible for the

Court to require an accounting by the trustee pursuant to the Texas Property Code. Therefore, the

Windridge Plaintiffs ask that the Court compel the trustee to produce a written statement of

accounts from the creation of the Windridge Trust to present and the Fossil Creek Plaintiffs ask

that the Court compel the trustee to produce a written statement of accounts from the creation of

the Fossil Creek Trust to present which shall show:

(1) all trust property that has come to the trustee's knowledge or into the trustee's
possession and that has not been previously listed or inventoried as property
of the
trust;
(2) a complete account of receipts, disbursements, and other transactions
regarding the trust property for the period covered by the
account, including their source and
nature, with receipts of principal and income shown separately;
(3) a listing of all property being administered, with an adequate description of
each
asset;

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(4) the cash balance on hand and the name and location of the depository where
the
balance is kept; and
(5) all known liabilities owed by the trust. See TEX.PROP.CODE §113.152.

V. Application for Temporary Restraining Order and for Temporary Injunction.

23. In this case, the Windridge Plaintiffs and Fossil Creek Plaintiffs are seeking a

written statement of accounts of each trust pursuant to the Texas Property Code and an inspection

of the facilitators’ books and records, pursuant to the restrictive covenants. Without these a

written statement of account and an inspection of the books and records, the plaintiffs have no

way of knowing: (1) whether the Property they own is being fraudulently transferred to entities

owned and/or controlled by Dirk Foo, SCH and/or the Facilitator or their insiders; (2) if Dirk Foo

is committing a breach of the trusts, breaching his duties of loyalty and/or standard of care

imposed on him by the Texas Property Code; (3) if Dirk Foo is committing actual fraud, gross

negligence or willful misconduct by fraudulently conveying the plaintiffs’ property to himself or

insiders; (4); what documents, if any, the Facilitators have executed on their behalf, by way of the

Power of Attorney; and (5) if the Facilitators are mismanaging the income derived from the

Properties. Therefore, an injunction is needed while the plaintiffs are permitted a chance to

analyze the court-ordered written statement of accounts from Dirk Foo, as trustee of the

Windridge Trust and Fossil Creek Trust and inspect the books and records of each facilitator.

24. A court may exercise any power to grant any writ, including a writ of injunction,

necessary to administer justice between the parties, preserve the subject matter of the litigation,

and makes its judgment effective. See Baucom v. Texam Oil Corporation, 423 S.W.2d 434, 422

(Tex. Civ. App - El Paso 1967, writ req’d n.r.e.). A temporary injunction is proper in this case

because there is a potential that the Windridge Plaintiffs will lose their rights in the Windridge

Property and the Fossil Creek Plaintiffs will lose their rights in the Fossil Creek Property. In

Texas, the potential loss of rights in real property is a probable, imminent, and irreparable injury
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that qualifies a party for a temporary injunction. See Franklin Savs. Ass'n v. Reese, 756 S.W.2d

14, 15-16 (Tex.App.—Austin 1988, no writ). Injunctive relief is also proper under both the Texas

Rules of Civil Procedure and the Texas Uniform Fraudulent Transfer Act, TEX. BUS. & COMM.

CODE §24.008, which allows a trial Court to enjoin "further disposition by the debtor or a

transferee, or both, of the asset transferred or other property." Id.

25. To secure a temporary injunction at common law, a party must plead and prove a

probable right of recovery. See Recon Exploration, Inc. v. Hodges, 798 S.W.2d 859, 861 (Tex.

1978). To establish a probable right of recovery, a party need not prove conclusively that it will

prevail on the merits; instead, it need only show that a bona fide issue exists as to its right to

ultimate relief. Id. See also Camp v. Shannon, 348 S.W.2d 517, 519 (Tex. 1961). The common

law clothes the trial court with broad discretion in determining whether an applicant has met its

burden. See Recon Exploration, at 851. In this case, there is a probable right of recovery on the

plaintiffs’ suit for accounting since Dirk Foo is violating the Texas Property Code by not

providing the plaintiffs with the written statement of accounts and the Windridge Facilitator and

Fossil Creek Facilitator have breached the restrictive covenants by not permitting the plaintiffs to

inspect their books and records. Additionally, it is likely that, once the accounts are provided to

the plaintiffs, that the accounts will show fraudulent transfers for which Dirk Foo and/or the

facilitators would be liable.

26. The plaintiffs also have the burden to show the Court that they would suffer an

irreparable injury if injunctive relief was not granted. The test for determining whether an

existing legal remedy is adequate is whether such remedy is as complete, practical, and efficient

to the ends of justice and its prompt administration as is a remedy in equity. See Recon

Exploration, at 851; Minexa Arizona, Inc. v. Staubach, 667 S.W.2d 563, 567 (Tex.App. - Dallas

1984, no writ). Texas courts have previously recognized that a legal remedy may be considered

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inadequate when there is a danger that a defendant's funds will be reduced or diverted pending

trial. See Minexa, 667 S.W.2d at 567. The “trial” in this case is to compel Dirk Foo to produce a

written statement of accounts and to compel the Windridge Facilitator and the Fossil Creek

Facilitator to make their books and records available to the plaintiffs for inspection. The

plaintiffs can show there is a danger that their trust funds/assets will be reduced or diverted

pending trial because they can show it is likely that the defendants are trying to transfer the trust

assets, since they have demanded that the plaintiffs immediately remove the lis pendens filed on

the properties. One of the reasons for needing the lis pendens removed is so that the land can be

sold. See Exhibit M. Likewise, if Dirk Foo and the facilitators are not required to produce the

written statements of account/books and records because, without access to those documents,

plaintiffs will be irreparably harmed by not being able to prove a potential cause of action for

breach of the trust agreement, actual fraud, fraudulent conveyance, gross negligence and/or

willful misconduct should such a cause of action arise. Without an injunction, the plaintiffs will

have no adequate remedy at law.

27. The injuries to the plaintiffs if the defendants continue the conduct described

above would outweigh any injury the injunction might cause them, nor would issuance of the

injunction disserve the public interest.

28. Therefore, the Windridge Plaintiffs request that this Court issue a mandatory

temporary injunction requiring that: (1) Dirk Foo, as trustee of the Windridge Trust, immediately

turn-over a written statement of accounts from the inception of the Windridge Trust to present

that complies with §131.152 of the Texas Property Code; (2) the Windridge Facilitator

immediately turn-over its books and records relating to the Windridge Property from January 1,

2012 to present; (3) Dirk Foo and the Windridge Facilitator be temporarily restrained and

enjoined from entering into any binding agreements and/or votes on their behalf (by and through

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the Power of Attorney they executed) and from selling, conveying, transferring, encumbering or

otherwise disposing of any portion of the property held by the Windridge Trust that does not

have a habitable home built on it for at least 90 days after the Windridge Plaintiffs have been

provided a written statement of accounts for the Windridge Trust and the books and records of

the Facilitator regarding the Windridge Property.

29. Therefore, the Fossil Creek Plaintiffs request that this Court issue a mandatory

temporary injunction requiring that: (1) Dirk Foo, as trustee of the Fossil Creek Trust,

immediately turn-over a written statement of accounts from the inception of the Fossil Creek

Trust to present that complies with §131.152 of the Texas Property Code; (2) the Fossil Creek

Facilitator immediately turn-over its books and records relating to the Fossil Creek Property from

January 1, 2012 to present; (3) Dirk Foo and the Fossil Creek Facilitator be temporarily

restrained and enjoined from entering into any binding agreements on their behalf (by and

through the Power of Attorney they executed) and from selling, conveying, transferring,

encumbering or otherwise disposing of any portion of the property held by the Fossil Creek Trust

that does not have a habitable home built on it for at least 90 days after the Fossil Creek Plaintiffs

have been provided a written statement of accounts for the Fossil Creek Trust and the books and

records of the Facilitator regarding the Fossil Creek Property.

30. An affidavit in support of this application for temporary restraining order and

temporary injunction is attached hereto as Exhibit 1.

31. Plaintiffs asks the Court to set their application for temporary injunction for a

hearing and, after the hearing, issue a temporary injunction against the defendants.

VI. Conditions Precedent

32. All conditions precedent have been performed.

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VII. Attorney’s Fees

33. The plaintiffs were forced to file this suit to compel the trustee to produce a written

statement of account and, therefore, should be awarded their reasonable and necessary attorney

fees and court costs.

WHEREFORE, PREMISES CONSIDERED, The Windridge Plaintiffs and the Fossil

Creek Plaintiffs request that the Court issue a temporary restraining order against the defendants,

set the temporary injunction hearing on its docket and then, after the hearing on the temporary

injunction, issue a mandatory temporary injunction ordering that:

Dirk Foo to immediately produce a written statement of accounts from the


inception of the Windridge Trust to the Windridge Plaintiffs;

Dirk Foo to immediately produce a written statement of accounts from the


inception of the Fossil Creek Trust to the Fossil Creek Plaintiffs;

The Windridge Facilitator immediately turn over their books and records from
January 1, 2012 to present to the Windridge Plaintiffs;

The Fossil Creek Facilitator immediately turn over their books and records from
January 1, 2012 to present to the Fossil Creek Plaintiffs;

Dirk Foo, the Windridge Facilitator and the Fossil Creek Facilitator be
temporarily restrained and enjoined from executing any binding agreements on the
plaintiffs’ behalf (pursuant to a Power of Attorney) and from selling, conveying,
transferring, encumbering or otherwise disposing of any property held by the
Windridge Trust and/or the Fossil Creek Trust that does not have a habitable
home built on it for at least 90 days after the plaintiffs are provided a written
statement of accounts for the applicable trust (either the Windridge Trust and/or
the Fossil Creek Trust depending on which UFIs the plaintiff owns) and the books
and records of the applicable facilitator.

Lastly, the plaintiffs request they it be granted their reasonable and necessary attorney

fees, expenses and court costs incurred in obtaining the injunction and for all other relief they are

justly entitled.

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Respectfully submitted,

CERSONSKY, ROSEN & GARCIA, P.C.

By: /s/ Marianne G. Robak


Marianne G. Robak, TBA #24048508
Email: mgrobak@law-crg.com
M. H. Cersonsky, TBA #04048500
Email: mhcersonsky@law-crg.com
1770 St. James Place, Suite 150
Houston, Texas 77056
(713) 600-8500 (Telephone)
(713) 600-8585 (Facsimile)

ATTORNEYS FOR PLAINTIFFS

Page 16 of 16
EXHIBIT A
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EXHIBIT C
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EXHIBIT D
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EXHIBIT E
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EXHIBIT F
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April 6, 2017

CO-DEVELOPERS UPDATE ON THE PBG JOINT ENTERPRISE IN TEXAS, USA


On February 17th 2017, the joint enterprise agreement between Serene Country Homes, LLC
(SCH) and PBG of Shenzhen, China was announced. The outcome of the agreement will be
the investment of US$655 million into infrastructure development and construction of
homes in Serene Country Homes’ projects in North America. Serene Country Homes is the
organization that manages the infrastructure development and home construction activities of all
development projects in North America.
This announcement recognizes that institutions endorse the great value of our projects
and the unique investment opportunities on offer in Texas.
Following the announcement of the joint enterprise agreement, Serene Country Homes
and PBG have undertaken the following steps:
Step 1: SIGNING OF THE JOINT AGREEMENT (COMPLETED February 17, 2017) – Serene
Country Homes and PBG representatives signed the agreement for the joint agreement.
Step 2: PBG INTERNAL TEAM DUE DILIGENCE (COMPLETED March 30, 2017) – PBG
representatives flew in to Fort Worth, Texas to conduct their due diligence process. This was
completed and signed off on March 30th 2017.
Step 3: EXTERNAL CONSULTANT’S DUE DILIGENCE (IN PROGRESS) – all the documents
collected during PBG’s Internal Team Due Diligence trip were sent to their external consultants
for review. The external consultants will verify all the information provided in the next 60 days.
The consultants are expected to provide the results of their review by May 31st 2017. If no further
information is required, their sign-off will also be on that date, which will complete the due diligence
process.
Step 4: DISBURSEMENT OF FUNDS – the funding process is scheduled to commence on June
29th 2017 when the transfer of the first US$50 million is remitted to the joint enterprise. The joint
enterprise is expected to receive US$100 million every month thereafter until the total fund of
US$655 million is completed.
While both parties are committed to this schedule, unforeseen delays can happen. These
processes are pre-requisites before funds can be disbursed.
THE MANDATES OF THE JOINT ENTERPRISE FUNDING ARE AS FOLLOWS:
Sendera Ranch
1. Complete the development of infrastructure in Sendera Ranch and the production of
approximately 2,385 serviced residential lots based on the initial plan.
2. Construction of 2,385 single detached family homes in the agreed timeline.
3. Redeem all Sendera Ranch AP/Early Booking Special.

EXHIBIT G
2

4. Offer to purchase the undivided fractional interests (UFI) at cost from any Co-Developer
who wishes to divest from the project. Details of the offer will be sent to all Co-Developers
once the disbursement of funds have commenced.
This means that the required fund to proceed with the INFRASTRUCTURE DEVELOPMENT
AND CONSTRUCTION OF THE HOMES IN SENDERA RANCH would be secured by the
funds from the joint enterprise. This would greatly accelerate the project timetable of
Sendera Ranch.
The Hills of Windridge
1. Purchase of future serviced residential lots in Phases 2-10 from the Co-Developers of The
Hills of Windridge Trust.
2. Construction of single detached family homes on future serviced residential lots in
accordance with the agreed construction program.
3. Offer to purchase the undivided fractional interests (UFI) at cost from any Co-Developer
who wishes to divest from the project. Details of the offer will be sent to all Co-Developers
once the funding process is complete.
Subject to the schedule of disbursement of funds and infrastructure development, this
means that ALL FUTURE SERVICED LOTS IN THE HILLS OF WINDRIDGE WOULD BE PRE-
SOLD to the joint enterprise which would mean a steady profit distribution to all Co-
Developers of the project.
Trails of Fossil Creek
1. Purchase of future serviced residential lots in Phases 3, 5A and 5B from the Co-
Developers of Trails of Fossil Creek Trust.
2. Construction of single detached family homes on future serviced residential lots in
accordance with the agreed construction program.
3. Offer to purchase the undivided fractional interests (UFI) at cost from any Co-Developer
who wishes to divest from the project. Details of the offer will be sent to all Co-Developers
once the funding process is complete.
Subject to the schedule of disbursement of funds and infrastructure development, this
means that ALL FUTURE SERVICED LOTS IN TRAILS OF FOSSIL CREEK WOULD BE PRE-
SOLD to the joint enterprise which would mean a steady profit distribution to all Co-
Developers of the project.
Future Projects (including Land Sale projects)
The joint agreement is also mandated to acquire additional residential and commercial
development projects throughout North America. This would include all Land Sale projects in
Canada under consideration, subject to the projects getting the rezoning and development
approval from the relevant government authorities. This may provide a better opportunity
to exit the Land Sale projects.
3

The Facilitator will continue to update all the Co-Developers on the progress of this joint enterprise
and other activities happening on each development project.
The Trustee and management have worked diligently throughout the life of each of project. While
we endeavor to stay on schedule, delays can happen in any development due to several factors
in the market outside of the management’s control. However, we remain committed to
completing the projects that we have started for the benefit of all the Co-Developers as
demonstrated in the completion of Life Condominium, where its investors have received
their investment proceeds from the project despite the delays. The forecasted results of
these ventures, regardless of expectations, were projections subject to the actual
performance of the markets and available funding.
We thank you for your patience and trust that we will continue to work towards guarding your
interests in all these projects.

DIRK FOO
President and CEO
096-304164-18
The second offering was the Property Developer’s Program. This allowed investors or
institutions to purchase lots, then build and market homes through their own business entity
registered in the USA. Since the successful launch of this program, these investors have been
purchasing lots in our existing communities of “The Hills of Windridge” and “Trails of Fossil
Creek”, then constructing homes on the lots and selling them to homebuyers resulting in revenues
for the Co-developers of those projects.

THE RESULTS
In 2016, the company completed its first high-rise development project known as Life
Condominiums at 68 Merton Street, Toronto, Canada. All the condominium suites were sold and
the investors’ capital and returns were distributed to them. This project was not without its
challenges, however, the patience of the investors was rewarded.

The new distribution strategy has engaged institutional and accredited investors throughout the
United States and Asia and presently the company is conducting several negotiations with clients
that are now in the stage of performing their due diligence processes in various investments.
Recent changes in the Administration of the United States by the Republican Party have boosted
several market conditions and investor’s interest in acquiring assets and properties in the United
States.

Some of the parties with whom we are engaged in investing in our product opportunities are:

1) The PBG joint enterprise of an investment of US$655 million in the project at Sendera
Ranch was reported in an earlier communication and the company is optimistic that the
final stages of their due diligence will completed successfully. PBG have stationed several
of their staff in the company’s Texas offices to ensure the smooth approval of the process.
The success of the joint enterprise will ensure that the company has the capacity to thrive
and compete with leading U.S. developers. This deal will secure the build out of the entire
Sendera Ranch project and the profits from this deal would allow us to fund the
construction of homes in the projects at “The Hills of Windridge” and “Trails of Fossil
Creek”.

2) The land and development of Bridle Park and Clearview Park has engaged the interest of
an international investor and they are in the due diligence stage of their acquisition process.
The institution has appointed a leading Canadian bank as their advisors who are currently
reviewing those due diligence requirements for their client. The company submitted the
required documents on 1st March 2017 and the completion of this due diligence process is
expected by 30 April 2017. An announcement will be made to all Co-owners of the
properties in May 2017.

3) AXA-SP has signed an agreement to raise funds for investment in the Property
Development Program, which will see an injection to purchase further lots and homes in
“The Hills of Windridge” and “Trails of Fossil Creek” projects. The AXA-SP fund-raising
program will start in May 2017.

2
4) The company is also holding discussions with accredited investors and institutions in
Japan, China, Malaysia and South Korea. These investors have expressed interest in our
opportunities and are keen to visit our various projects and offices in Texas during the next
few months.

You will see that the company’s focus has been on enhancing clients’ assets in Canada and the
United States and actively progressing the interests of all stakeholders, including you, our Co-
developers and Co-owners.

We thank you for your continuing loyalty and support in giving us the opportunity to grow and
enhance the value of your projects.

Yours sincerely
A2A Group of Companies

DIRK FOO
Chief Executive Officer

3
096-304164-18
096-304164-18
Ms. Marianne G. Robak
September 28, 2018
Page 2

Identity of Investors. In response to your clients' demand to the Facilitator for a list of all co-owners
of the UFI's, at this time there are no co-owners as defined by the Restrictive Covenant as the Trustee is
the only title owner of the properties in question. As for the demand to the Trustee, pursuant to Article
Eight of the trust agreements, to the extent permitted by law the Trustee is excused from any duty to render
accounts to the settlors or beneficiaries. Furthermore, I specifically explained to you on the telephone
exactly how the identities and contact information of each UFI may be located in Tarrant County real
property records. Nonetheless, again in the interest of transparency—and without waiver of the express
provisions of the Restrictive Covenants and trust agreements—my clients are willing to allow your clients
to inspect a list of the current beneficiaries of the trusts under limited circumstances that we will address
in the proposed meeting.

Meeting of Investors. Finally, my clients are willing to call a meeting of all the investors.

Before we take additional steps and before the meeting of the investors, my clients request a
meeting with you and your clients (or their representative) in Fort Worth. To make travel arrangements
for my clients' representatives to attend we will need to schedule the meeting after October 15, 2018. To
facilitate the meeting and attempted resolution of your clients' concerns we propose the following
agreement of the parties:

1. The parties and attorneys will meet at a mutually agreeable date and time between October 15,
2018 and November 2, 2018 at 6635 Sandhshell Boulevard, Fort Worth, Texas 76137 ("Client
Meeting"). The clients may attend the meeting by telephone or videoconference.

2. Until the earlier of the conclusion of the Client Meeting or November 2, 2018, the Trustee of the
Trusts will not transfer ownership of undeveloped land from the Hills of Windridge or Fossil
Creek.

3. Until the earlier of the conclusion of the Client Meeting or November 2, 2018, your clients will
not initiate a lawsuit or other proceeding against the Trustees or the Facilitators.

4. At the Client Meeting, the Trustee will provide a list of beneficiaries of the Trusts available for
inspection by your clients.

5. At least 3 business days in advance of the Client Meeting, you will provide a list of each of your
clients so that we may know who is represented by legal counsel.

6. My clients will call meetings of all beneficiaries of the respective Trusts to be held in Texas within
60 days of the conclusion of the Client Meeting.
Ms. Marianne G. Robak
September 28, 2018
Page 3

If this proposal is agreeable to you, please sign below and we will begin efforts to schedule the Client
Meeting. I await your response.

Very truly yours,


TASKER & BALDERSON, PLLC

/s/ Jeffrey C. Tasker________________________


Jeffrey C. Tasker

Agreed:

________________________________________
Marianne G. Robak
096-304164-18
096-304164-18
Ms. Marianne G. Robak
October 8, 2018
Page 2

As I wrote in my previous letter, the constant drone of litigation is misplaced. The Trustee and
Facilitator were responsive to your clients' requests despite your confrontational posture. If you and your
clients would like to reconsider their position, please let me know.

In the meantime, I reiterate my request that you identify the complete list of your clients. Certainly,
you agree that my clients are entitled to know whom you represent.

Very truly yours,


TASKER & BALDERSON, PLLC

/s/ Jeffrey C. Tasker________________________


Jeffrey C. Tasker
096-304164-18

JEFFREY C. TASKER
Email: jeff@tbtexlaw.com

November 2, 2018

Via Email: mgrobak@law-crg.com


Ms. Marianne G. Robak
Cersonsky, Rosen & Garcia, P.C.
1770 St. James Place; Suite 150
Houston, Texas 77056

Re: Vijayan Nambiar, Trustee of the Vijayan Nambiar Revocable Trust; Hills of Windridge
Trust and Fossil Creek Trust (the "Trusts")

Dear Ms. Robak:

On October 11, 2018, you recorded two Lis Pendens in the Tarrant County Real Property Records
on behalf of your clients. This letter is a demand that your client immediately record Releases of the Lis
Pendens.

Upon receipt of your notice of Lis Pendens, my office promptly requested a copy of the underlying
lawsuit of which the Lis Pendens was giving notice. You did not respond. On Friday October 26, 2018, I
called your office and again requested a copy of the underlying lawsuit. You confirmed to me that your
clients have not filed a lawsuit and expressed your belief that none was required. When I questioned you
about the lack of the lawsuit, you replied, "Read the rule. My clients have a claim to the title to the
property."

Texas Property Code Requires an Underlying Lawsuit:

At your invitation, I have reexamined Section 12.007 of the Texas Property Code. It reads:

(a) After the plaintiff’s statement in an eminent domain proceeding is filed or during
the pendency of an action involving title to real property, the establishment of an
interest in real property, or the enforcement of an encumbrance against real
property, a party to the action who is seeking affirmative relief may file for record
with the county clerk of each county where a part of the property is located a notice
that the action is pending.

(b) The party filing a lis pendens or the party’s agent or attorney shall sign the lis
pendens, which must state:
(1) the style and number, if any, of the proceeding;
(2) the court in which the proceeding is pending;
(3) the names of the parties;
(4) the kind of proceeding; and
EXHIBIT M
Ms. Marianne G. Robak
November 2, 2018
Page 2

(5) a description of the property affected.

TEX. PROP. CODE Sec. 12.07(a) and (b) (emphasis added). The "rule" clearly contemplates—and
requires—an actual pending lawsuit.

The remainder of the lis pendens provisions of the Texas Property Code also anticipate a
pending lawsuit. For example, Section 12.0071 which provides the procedure to request a lis
pendens be expunged reads:

(a) "A party to an action in connection with which a notice of lis pendens has been
filed may . . ." (emphasis added) . . .

(c) The court shall order the notice of lis pendens expunged if the court determines that:
(1) the pleading on which the notice is based does not contain a real property claim;
(emphasis added).

TEX. PROP. CODE Sec. 12.0071(a) and (b). The following Section allowing the cancelation of a lis pendens
reads:

"On the motion of a party or other person interested in the result of or in property
affected by a proceeding in which a lis pendens has been recorded. . ." (emphasis
added).

TEX. PROP. CODE Sec. 12.08. In each section, the statute contemplates "the pendency of an action,"
"a party to an action," "pleadings," "motions," or a "proceeding." Under no scenario does the
Property Code provide for a lis pendens without a pending lawsuit.

Texas Caselaw Requires an Underlying Lawsuit:

In addition to Property Code and the fact that "lis pendens" literally translates to "pending
litigation," a review of the relevant caselaw also supports the pending litigation requirement:

• As early as 1917, the Texas Supreme Court wrote, “[A] lis pendens operates only
during the pendency of the suit, and only as to those matters that are involved in the
suit." Rosborough v. Cook, 108 Tex. 364, 367, 194 S.W. 131, 132 (1917);

• In 1953, the Court of Appels in Fort Worth cited Texas Jurisprudence for the basic
proposition that a lis pendens' "ultimate effect is to prevent either party to the litigation
from alienating the property in dispute. . . Under the rule one acquiring an interest in
property from a party pending litigation in regard to it is bound by the result." Black v.
Burd, 255 S.W.2d 553, 555 (Tex. Civ. App. 1953, writ ref'd n.r.e.) (emphasis added).

• In 1975, the Court in Kropp v. Prather, explained, "the recording of a lis pendens is
specifically authorized by statute and has no existence separate and apart from the
litigation of which it gives notice." 526 S.W.2d 283 (Tex. Civ. App.—Tyler 1975, writ
ref’d n.r.e.)(emphasis added);
Ms. Marianne G. Robak
November 2, 2018
Page 3

• In 1989, the Court of Appeals in Austin quoted the Kropp case when it wrote, "The
underlying purpose of a lis pendens is 'to put those interested in a particular tract of
land on inquiry as to the facts and issues involved in the suit or action concerned.'"
Gene Hill Equip. Co. v. Merryman, 771 S.W.2d 207, 209 (Tex. App.--Austin 1989, no
writ) (emphasis added) quoting Kropp v. Prather, 526 S.W.2d at 283 (Tex. Civ. App.
1975, writ ref'd n.r.e.). The Merryman Court went on to explain, that a lis pendens is
"constructive notice of the underlying lawsuit, and a prospective buyer is on notice that
he acquires any interest subject to the outcome of the pending litigation." Id. (emphasis
added).

• In 2005, the Fort Worth Court of Appeals, wrote, "to satisfy section 12.007, the suit on
which the lis pendens is based must claim a direct interest in real property." In re
Collins, 172 S.W.3d 287, 293 (Tex. App.—Fort Worth 2005, orig.
proceeding)(emphasis added);

• In 2005, the Dallas Court of Appeals determined a lis pendens did not comply with
section 12.7 because it failed to include the citation of the proceeding, the court in
which the proceeding was pending, the parties’ names, or the kind of proceeding. In re
Pollard, No. 05-05-01310-CV, 2005 Tex. App. LEXIS 8781 (Tex. App. Dallas Oct.
24, 2005), app. dismissed, No. 05-06-00044-CV, 2006 Tex. App. (Tex. App. Dallas
2006), app. dismissed, No. 05-06-00375-CV, 2007 Tex. App. LEXIS 3570 (Tex. App.
Dallas May 10, 2007);

• In 2007, the Court of Appeals in Austin, quoted Black's Law Dictionary when it wrote,
"A lis pendens is a "notice, recorded in the chain of title to real property . . . to warn all
persons that certain property is the subject matter of litigation." Countrywide Home
Loans v. Howard, 240 S.W. 3d 1 (Tex. Civ. App.—Austin, 2007, pet. denied) emphasis
added);

• In 2009 the Fort Worth Court of Appeals wrote, "The lis pendens notice operates only
during pendency of the suit." When addressing the relationship between a lis pendens
and an actual claim, the Court wrote, "The lis pendens notice is wholly dependent on
the filing and pendency of the underlying lawsuit. Apart from that lawsuit, there would
be no lis pendens." Collins v. Tex. Mall, L.P., 297 S.W.3d 409, 419 (Tex. App.—Fort
Worth 2009, no pet.)(emphasis added);

• In 2010, the 14th District Court of Appeals in Houston explained, an action involving
real property must be pending to meet the requirements of Texas Property Code section
12.007. Young v. Galveston Bleak House Realty, Inc., No. 14-08-00698-CV, 2010 Tex.
App. LEXIS 5494 (Tex. App.—Houston [14th Dist.] 2010, no pet.), overruled in part
on other grounds, Glassman v. Goodfriend, 347 S.W.3d 772, 782 (Tex. App.—Houston
[14th] Dist. 2011); and

• In 2011, the 1st District Court of Appeals in Houston determined the Court must
examine the underlying pleadings on which the notice is based to determine whether
Ms. Marianne G. Robak
November 2, 2018
Page 4

lis pendens should be expunged. In re Cohen, 340 S.W.3d 889, 900 (Tex. App.—
Houston [1st Dist.] 2011, orig. proceeding).

I have been unable to identify support for the recording of a lis pendens absent a pending
lawsuit. If you are aware of caselaw or other authority that supports your position, please provide
it to me for consideration. Otherwise, as no such lawsuit exists, the Lis Pendens is fatally flawed
and without privilege.

The Lis Pendens Fail to Meet the Texas Property Code Requirements:

Regardless of the lack of foundation for the Lis Pendens filed under oath by your clients,
the Lis Pendens fail to meet the express requirements of Section 12.07. Specifically, the Lis
Pendens fail to list the style and number of the proceeding; the court in which the proceeding is
pending; and the kind of proceeding. The Lis Pendens incorrectly include real property beyond the
scope of your clients’ claims as asserted in your letters. Therefore, the property description is also
flawed.

Scope and Damages for Wrongful Lis Pendens:

Your clients' wrongful Lis Pendens is a cloud on title for numerous parties—many of whom
are unrelated to your clients' claims. This effect is due to the indiscriminate overreach of the
property descriptions attached to the lis pendens.

• First, using the entire property description of both The Hills of Windridge and the Trails
of Fossil Creek effectively encumbered over two hundred homeowners who built and
purchased their houses in the developments. Your notice falsely purports that your
clients have a lawsuit effecting their property—each of those homeowners has a claim
against your clients for the cloud on their title.

• Second, your decision to record a Lis Pendens will prevent the Trustee from providing
clear title to good-faith purchasers who are in the process of constructing their homes.
If the Lis Pendens expose the Trustee to potential third-party liability and defense cost,
the Trustee will be entitled to indemnity from trust assets. If the Trustee loses a sale or
incurs additional expense because he cannot close on the sale of a completed house, the
Trustee will pursue actions to recover the losses caused by the wrongful lis pendens.

• Third, the Lis Pendens will affect the Property Development Program and good-faith
purchasers who are constructing houses to sell to potential homeowners. As such, the
Trustee may be exposed to liability to the PDP purchasers who have acquired the
property that your clients now claim an interest in as well as the PDP's good-faith
purchasers who have contracted to buy a completed house. These parties have claims
against your clients and to the extent they bring claims against the Trustee, the Trustee
will be entitled to indemnity from trust assets. The trustee may also seek recovery on
behalf of the beneficiaries against persons causing the losses.
Ms. Marianne G. Robak
November 2, 2018
Page 5

• Fourth, to the extent the Lis Pendens prevent or hinder the Trustee's efforts to construct,
sell and close on houses in the developments, your clients' 6,000+ co-beneficiaries are
damaged. This will result in action taken by the Trustee on behalf of the beneficiaries
to protect the trust assets.

Media Coverage:

Finally, it is my understanding that several people associated with your clients are
communicating with local media to attempt to disparage Mr. Foo, A2A and Serene Country
Homes. Please note, that specious allegations will not go unanswered and any efforts to bring
disrepute to the developments may damage the Trustee's ability to develop the properties. As such,
each of the beneficiaries of the respective trusts—including your clients—may be wrongfully
damaged by inaccurate and negative publicity.

We have offered to meet with you to answer your clients' questions and you refused without
imposing collateral demands for an accelerated accounting. I again invite you and your clients to
meet with me so that you can have a better understanding of the Trustee's actions and future plans.
If after the meeting your clients wish to pursue claims, they will at least be better informed as to
the implications of their actions.

In the meantime, whether we meet or not, the Trustee demands that your clients
immediately release the Lis Pendens.
Very truly yours,
TASKER & BALDERSON, PLLC

/s/ Jeffrey C. Tasker________________________


Jeffrey C. Tasker
096-304164-18
CAUSE NO. ________________________

VIJAYAN NAMBIAR INDIVIDUALLY §


AND AS TRUSTEE OF THE VIJAYAN §
NAMBIAR REVOCABLE TRUST AND §
THE VIJAYAN NAMBIAR AND §
JACQUELINE ANN LEE-NAMBIAR §
REVOCABLE TRUST, JACQUELINE §
ANN LEE-NAMBIAR INDIVIDUALLY, §
JEFFREY NG CHENG HAI §
INDIVIDUALLY AND AS THE TRUSTEE §
OF THE JEFFREY NG CHENG HAI §
REVOCABLE TRUST, CHIN CHOON §
KHEE INDIVIDUALLY AND AS § IN THE DISTRICT COURT OF
TRUSTEE OF THE CHIN CHOON KHEE §
REVOCABLE TRUST, TEH CHEE §
KUANG INDIVIDUALLY AND AS THE §
TRUSTEE OF THE TEH CHEE KUANG §
REVOCABLE TRUST, OH EE TEIK §
INDIVIDUALLY AND AS TRUSTEE OF §
THE OH EE TEIK REVOCABLE TRUST, §
AMINAH BTE MD YUSOF §
INDIVIDUALLY AND AS TRUSTEE OF §
THE AMINAH BTE MD YUSOF §
REVOCABLE TRUST, JEFFREY YAN §
SECK CHEW INDIVIDUALLY AND AS §
TRUSTEE OF THE JEFFREY YAN SECK § TARRANT COUNTY, TEXAS
CHEW REVOCABLE TRUST, ANTHONY §
LAI HON KYUN INDIVIDUALLY AND §
AS TRUSTEE OF THE ANTHONY LAI §
HON KYUN REVOCABLE TRUST , PING §
CHAY SOON INDIVIDUALLY AND AS §
TRUSTEE OF THE PING CHAY SOON §
REVOCABLE TRUST, RAYSON TAN §
SWEE SENG INDIVIDUALLY AND AS §
TRUSTEE OF THE RAYSON TAN SWEE §
SENG REVOCABLE TRUST, AND TAN §
CHEE KIANG INDIVIDUALLY AND AS §
TRUSTEE OF THE TAN CHEE KIANG §
REVOCABLE TRUST §
Plaintiffs, §
§
vs. §
§
FOO TIANG MENG DIRK ROBERT §
INDIVIDUALLY AND AS TRUSTEE OF §
THE HILLS OF WINDRIDGE TRUST §
AND WINDRIDGE A2A §
DEVELOPMENTS, LLC. §
Defendants. § ______JUDICIAL DISTRICT
096-304164-18
CAUSE NO. ________________________

VIJAYAN NAMBIAR INDIVIDUALLY §


AND AS TRUSTEE OF THE VIJAYAN §
NAMBIAR REVOCABLE TRUST AND §
THE VIJAYAN NAMBIAR AND §
JACQUELINE ANN LEE-NAMBIAR §
REVOCABLE TRUST, JACQUELINE §
ANN LEE-NAMBIAR INDIVIDUALLY, §
JEFFREY NG CHENG HAI §
INDIVIDUALLY AND AS THE TRUSTEE §
OF THE JEFFREY NG CHENG HAI §
REVOCABLE TRUST, CHIN CHOON §
KHEE INDIVIDUALLY AND AS § IN THE DISTRICT COURT OF
TRUSTEE OF THE CHIN CHOON KHEE §
REVOCABLE TRUST, TEH CHEE §
KUANG INDIVIDUALLY AND AS THE §
TRUSTEE OF THE TEH CHEE KUANG §
REVOCABLE TRUST, OH EE TEIK §
INDIVIDUALLY AND AS TRUSTEE OF §
THE OH EE TEIK REVOCABLE TRUST, §
AMINAH BTE MD YUSOF §
INDIVIDUALLY AND AS TRUSTEE OF §
THE AMINAH BTE MD YUSOF §
REVOCABLE TRUST, JEFFREY YAN §
SECK CHEW INDIVIDUALLY AND AS §
TRUSTEE OF THE JEFFREY YAN SECK § TARRANT COUNTY, TEXAS
CHEW REVOCABLE TRUST, ANTHONY §
LAI HON KYUN INDIVIDUALLY AND §
AS TRUSTEE OF THE ANTHONY LAI §
HON KYUN REVOCABLE TRUST , PING §
CHAY SOON INDIVIDUALLY AND AS §
TRUSTEE OF THE PING CHAY SOON §
REVOCABLE TRUST, RAYSON TAN §
SWEE SENG INDIVIDUALLY AND AS §
TRUSTEE OF THE RAYSON TAN SWEE §
SENG REVOCABLE TRUST, AND TAN §
CHEE KIANG INDIVIDUALLY AND AS §
TRUSTEE OF THE TAN CHEE KIANG §
REVOCABLE TRUST §
Plaintiffs, §
§
vs. §
§
FOO TIANG MENG DIRK ROBERT §
INDIVIDUALLY AND AS TRUSTEE OF §
THE HILLS OF WINDRIDGE TRUST §
AND WINDRIDGE A2A §
DEVELOPMENTS, LLC. §
Defendants. § ________JUDICIAL DISTRICT
TEMPORARY RESTRAINING ORDER AND ORDER SETTING HEARING ON
APPLICATION FOR INJUNCTIVE RELIEF

After considering Plaintiffs’ Application for Temporary Restraining Order, the pleadings,

the affidavits, and the arguments of counsel, the Court finds that there is evidence that harm is

imminent to Plaintiffs, and if the Court does not issue the Temporary Restraining Order,

Plaintiffs will be irreparably injured because:

If Dirk Foo is not required to produce the written statements of account of the Windridge

Trust to the Windridge Plaintiffs and/or the written statements of account of the Fossil Creek

Trust to the Fossil Creek Plaintiffs, the plaintiffs will have no way to determine if Dirk Foo is

mismanaging the trust assets/funds. This would leave the plaintiffs with no way to protect and

enforce their rights to the trusts’ funds/assets because they will not have the evidence to prove a

cause of action for breach of the trust agreement, actual fraud, fraudulent conveyance, gross

negligence and/or willful misconduct should such a cause of action arise;

If the Windridge Facilitator is not required to allow the Windridge Plaintiffs to inspect its

books and records, as is mandatory under the terms of the Restrictive Covenant, there is a

potential that the trust assets could be transferred/conveyed pending trial of this matter given that

the defendants have already demanded that the lis pendens be removed, in part, so that the land

can be sold. Furthermore, the Windridge Plaintiffs will have no way to oversee the Windridge

Facilitator’s performance in order to determine if the facilitator is complying with the terms of

the Restrictive Covenant. Likewise, the Windridge Plaintiffs would have no way of determining

if their fellow Co-owners are breaching the restrictive covenant. This would leave the plaintiffs

with no way to protect and enforce their rights if a breach was to occur.

If the Fossil Creek Facilitator is not required to allow the Fossil Creek Plaintiffs to

inspect its books and records, as is mandatory under the terms of the Restrictive Covenant, there

is a potential that the trust assets could be transferred/conveyed pending trial of this matter given

that the defendants have already demanded that the lis pendens be removed, in part, so that the
land can be sold. Furthermore, the Fossil Creek Plaintiffs will have no way to oversee the Fossil

Creek Facilitator’s performance in order to determine if the facilitator is complying with the

terms of the Restrictive Covenant. Likewise, the Fossil Creek Plaintiffs would have no way of

determining if their fellow Co-owners are breaching the restrictive covenant. This would leave

the plaintiffs with no way to protect and enforce their rights if a breach was to occur.

Therefore, by this order, the Court does the following –

Dirk Foo, the Windridge Facilitator and the Fossil Creek Facilitator is temporarily
restrained and enjoined from executing any binding agreements on the plaintiffs’
behalf (pursuant to a Power of Attorney) and from selling, conveying,
transferring, encumbering or otherwise disposing of any property held by the
Windridge Trust and/or the Fossil Creek Trust that does not have a habitable
home built on it.

Dirk Foo is ordered to immediately produce a written statement of accounts from


the inception of the Windridge Trust to the Windridge Plaintiffs.

Dirk Foo is ordered to immediately produce a written statement of accounts from


the inception of the Fossil Creek Trust to the Fossil Creek Plaintiffs.

The Windridge Facilitator is ordered to immediately turn over their books and
records from January 1, 2012 to present to the Windridge Plaintiffs.

The Fossil Creek Facilitator is ordered to immediately turn over their books and
records from January 1, 2012 to present to the Fossil Creek Plaintiffs.

Orders the clerk to issue a notice to the defendants, that the hearing on plaintiffs’
application for temporary injunction is set for _______________, 2018, at _____
a..m./p.m. The purpose of the hearing will be to determined whether this
temporary restraining order should be made a temporary injunction pending a full
trial on the merits.

Sets bond at $ ______.

This order expires on ____________________ 2018.

SIGNED on ____________________, 2018, at _____ a.m./p.m.

PRESIDING JUDGE
APPROVED AS TO FORM:

CERSONSKY, ROSEN & GARCIA, P.C.

/s/ Marianne G. Robak


M. H. Cersonsky
State Bar No. 04048500
Marianne G. Robak
State Bar No. 24048508
1770 St. James Place, Suite 150
Houston, Texas 77056
(713) 600-8500 (Telephone)
(713) 600-8585 (Facsimile)

ATTORNEYS FOR PLAINTIFF,


ASD SPECIALTY HEALTHCARE