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Both sides have waived right to a court hearing so the judge(s) will deliberate in chambers to consider their verdict.
Whether or not it is true - obviously i dont know. If it is, maybe he is hoping this "ill take you down with me" approach will get him some bartering leverage with Steve.
Good to hear the news yesterday that the court granted the temporary injunction against Zaza/Green Capital and stated that the asset is still with us and not part of the liquidation due to the administrative error registering the asset by the Georgians :)
ZM here seems to be an increasingly desperate man willing to take as many cheap pot shots as he can to run off with some dosh. It seems to be descending into idiocy from him now. So he is trying to sue for breach of fiduciary duties from the directors even though he was one, the main one for many years before being given the push a few months ago??? Lol. While he may be suing as a shareholder not an employee he seriously can't negate the fact that he was also an employee, the main one supposed to be leading the company. I don't fathom how he seems to think he can set up a situation that leads into trouble then try to benefit out of the situation he was in control off? Pure lunacy it seems to me. All he is doing is hindering progress. If Zaza, Hope, etc stopped going out for themselves wanting to swipe and take it all and just worked with or at least stood aside while FRR develop the oil & gas field we would all be a lot richer sooner. No one wins by these idiotic tactics, not shareholders, Zaza, Hope, YA, Georgian people etc, etc, just lawyers when they eventually get paid.
It's time they drop all this idiotic rubbish and agree to settle all this business. I'm not reckoning it on happening but it's really time the likes of Zaza grow up and stop being such a pr*t.
Steve Nicandros,
Dear Sir,
When are you guys going to get a grip !!!
What an earth are you all doing !!
When are you going to realise its not the Steve and Zaza muppet show !!!
There is an army of Shareholders who trusted you both and who are now losing thousands of pounds
Its beyond belief that you can carry on in this way.
It is about time someone was held responsible for this fiasco and deceit and its about time shareholders wer e shown some decency and respect
Yours
An extremely irate shareholder
when are these guys going to stop !!
When will they realise frr have 2000 shareholders and what that actually means ffs
You have to laugh -
"Appellants’ lengthy recitation of Mr. Mamulaishvili’s supposed misdeeds is completely untrue."
Thanks, Gambler. I don't pretend to fully understand large chunks of that update, but it's good to try and get the gist of what's going on. Good work.
Interesting that finally a 'Shareholder' albeit ZM is suing FRC Directors on their breaches of their fiduciary duties to FRC
So ZM allegedly attempts to defraud shareholders and now is trying to sue the company due to losses incurred as a shareholder?
Surely any court would see that as utterly bonkers
Part 3
SUMMARY OF THE ARGUMENT
(Several pages lot of "tosh or facts" plus legal justification in this section that I'm unable to copy and paste unfortunately)
CONCLUSION
Mr. Mamulaishvili’s shareholder derivative claims against the Directors are
based on their breaches of their fiduciary duties to FRC. Mr. Mamulaishvili is suing
in his capacity as a shareholder of FRC, not an employee. Resolving his derivative
claims will not require interpretation of the Employment Agreement or resolution of
any issues pertaining to Mr. Mamulaishvili’s employment with FRC. Therefore, Mr.
16
Mamulaishvili’s claims do not fall within the category of disputes subject to
arbitration under the plain language of the arbitration provision. In addition, the
Directors are not parties to the Employment Agreement and cannot enforce its arbitration provision against Mr. Mamulaishvili. Accordingly, this Court should
affirm the trial court’s decision.
Website links:
https://search.txcourts.gov/SearchMedia.aspx?MediaVersionID=4a5c4a1a-1754-4877-b88b-2e5dac7ff51c&coa=coa01&DT=Brief&MediaID=d512ba33-db04-4bb1-a628-e30f29eced66
https://search.txcourts.gov/Case.aspx?cn=01-21-00125-CV&coa=coa01
Case: 01-21-00125-CV
Part 2
Second, Mr. Nicandros fraudulently applied for a loan under the Paycheck
Protection Program (“PPP”), which was intended to help small businesses struggling
with the COVID-19 pandemic. See CR8. Mr. Nicandros misrepresented FRC’s
3
business activities. He also misrepresented FRC’s payroll costs and that the loan
would save twelve jobs—even though FRC only had two employees (Mr.
Mamulaishvili and his son), neither of whom were in danger of losing their jobs
because FRC could not pay them. See CR9. After surreptitiously applying for the
loan, Mr. Nicandros distributed some of the loan proceeds to himself using bank
accounts he set up in secret. See CR8-9.
Nowhere in his Original Petition does Mr. Mamulaishvili allege that FRC
breached the Employment Agreement. See CR4-13. Likewise, he does not assert
any claims against FRC or seek any relief from FRC. See id. As is common in
derivative suits, Mr. Mamulaishvili’ only personal claim is for the attorneys’ fees
and costs he will incur in pursuing the claims on FRC’s behalf. See id.
STANDARD OF REVIEW
A decision granting or denying a motion to compel arbitration is reviewed for
an abuse of discretion. See Steer Wealth Mgmt., LLC v. Denson, 537 S.W.3d 558,
565 (Tex. App.—Houston [1st Dist.] 2017, no pet.). When reviewing a decision on
a motion to compel arbitration, “[t]he record must be construed in a light favorable
to the trial court’s ruling.” Kehoe v. Pollack, 526 S.W.3d 781, 791 (Tex. App.—
Houston [14th Dist.] 2017, no pet.). When, as here, “the trial court did not state a
basis for its ruling in the order denying the motion to compel arbitration,” the
4
appellate court “must uphold the trial court’s ruling on any legal theory supported
by the evidence.” Id.
SUMMARY OF THE ARGUMENT
This is a shareholder derivative suit brought by Mr. Mamulaishvili against the
Directors on behalf of FRC. Mr. Mamulaishvili has not asserted any claims based
on his Employment Agreement with FRC or his termination from FRC. Instead,
Mr. Mamulaishvili only seeks redress for the Directors’ wrongdoing on behalf of
FRC in his capacity as a shareholder of FRC.
Accordingly, there is no basis for the Directors’ attempt to compel arbitration
of Mr. Mamulaishvili’s claims. First, the arbitration provision in the Employment
Agreement is not a broad form provision, but is expressly restricted to specific
categories of disputes concerning Mr. Mamulaishvili’s employment. Mr.
Mamulaishvili’s shareholder derivative claims involve only the Directors’
wrongdoing and do not require a determination of any factual or legal issues related
to the Employment Agreement.
Second, the Directors are not parties to the Employment Agreement and
cannot enforce it. Mr. Mamulaishvili has not asserted any claims against FRC and
is not seeking any relief from FRC, directly or indirectly. In fact, the judgment in
this case will benefit FRC, not result in it being vicariously liable for the Directors’
As Looed mentioned:
PART 1
BRIEF OF APPELLEE ZAZA MAMULAISHVILI
STATEMENT OF THE CASE
Appellee Zaza Mamulaishvili disagrees with Appellants’ statement of the case
in one material respect. Appellants state that “[t]he underlying litigation involves
an arbitration.” Appellants’ Br. at viii (emphasis added). The litigation underlying
this appeal is a shareholder derivative suit brought by Mr. Mamulaishvili on behalf
of Appellant Frontera Resources Corporation (“FRC”) against Appellants Steve
Nicandros, Luis Giusti, and Tyler Nelson (the “Directors”) based on the Directors’
breaches of their fiduciary duties to FRC. See CR4-5. There is also a separate
arbitration proceeding between FRC and Mr. Mamulaishvili in which FRC claims
that Mr. Mamulaishvili breached his fiduciary duties to FRC and Mr. Mamulaishvili
has asserted a counterclaim for unpaid salary. See CR114. The Directors are not
parties to the arbitration between FRC and Mr. Mamulaishvili. See id.
ISSUE PRESENTED
Whether an arbitration provision in an employment agreement that is limited
to certain categories of employment disputes covers shareholder derivative claims
brought against the company’s directors who are not signatories to the employment
agreement.
STATEMENT OF FACTS
Appellants’ lengthy recitation of Mr. Mamulaishvili’s supposed misdeeds is
completely untrue. Tellingly, the only thing Appellants cite in support of their
2
allegations is their motion to compel arbitration, which is not supported by any
evidence, and is only attorney argument. In any event, refuting Appellants’ baseless
allegations in detail is unnecessary because they have no bearing on whether Mr.
Mamulaishvili’s shareholder derivative claims are covered by the arbitration
provision in his Employment Agreement with FRC.
Mr. Mamulaishvili is a shareholder in FRC. See CR6. In 2019 and 2020, Mr.
Mamulaishvili discovered that the Directors had engaged in fraudulent and ultra
vires acts that have caused FRC monetary losses, hurt its reputation, and could
potentially result in criminal liability. See CR4-5.
First, Mr. Nicandros secretly entered into an agreement with Cornerstone
Government Affairs (“Cornerstone”) a Washington, D.C.-based lobbying firm in
which Mr. Nelson, another FRC Director, is a principal. See CR7. FRC ultimately
paid Cornerstone $440,000 at a time when FRC had limited funds. See id. Mr.
Nicandros was unable to explain his actions when Mr. Mamulaishvili confronted
him, and it appears that the he intentionally hid his activities from Mr. Mamulaishvili
because he knew Mr. Mamulaishvili would not permit him to denude the corporation
and effectively steal funds from FRC.
Thanks Looed- that did help!
Thanks for explaining Looed.
Another way of seeing it -
"On January 15, 2021, Appellant Frontera Resources Corporation (“Frontera”) initiated a AAA arbitration against Appellee Zaza Mamulaishvili (“Appellee,” “ZM” or “Mr. Mamulaishvili”) under Claim No. 01-21-0000-2118. C.R. 114. Six days later, on January 21, 2021, ZM filed his shareholder derivative suit against Frontera’s Board of Directors."
WHamBoy - its hard to keep up!
In ZM's employment contract there is a clause that any dispute during or after his employment will be settled by arbitration. From one of the FRC filings:-
"Plaintiff, Mr. Zaza Mamulaishvili, as an employee of FRC, signed an employment agreement (the "“Agreement”") with an arbitration provision that compels arbitration of any and all disputes between him and the Company in tort, contract or otherwise. This broad arbitration clause is fully enforceable against Mr. Mamulaishvili and applies to his claims in this lawsuit. Indeed, Mr. Mamulaishvili only filed these claims after an arbitration was brought against him by FRC seeking significant damages for his years of misdeeds and mismanagement while employed by the Company."
The court ruled against compelling Arbitration but also allowed the ZM v SN case to carry on.
FRC appealed that Order regarding Arbitration and in doing so seems to have made it into a separate case as it now falls under the First Court of Appeals.
Hopefully I got the sequence of events right.
Looed- sorry for my ignorance but what is this case about?
The Appellee - ZM - have now filed their briefs. The file isn't uploaded yet, just the notification.