Roundtable Discussion; The Future of Mineral Sands. Watch the video here.
44. Plaintiff’s claims are barred by the passage of time or laches.
4
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 5 of 6
45. Plaintiff’s claims are barred for failure to join Frontera Resources Corporation and Frontera International Corporation as indispensable parties.
46. Defendant reserves the right to amend its Answer to Plaintiff’s Complaint, including asserting any other affirmative defenses, after it has had an opportunity to more closely investigate these claims as it is their right and privilege under the Federal Rules of Civil Procedure.
WHEREFORE, PREMISES CONSIDERED, Defendant Zaza Mamulaishvili, respectfully prays that Plaintiff take nothing against Defendant, that Defendant be awarded its costs and attorney’s fees, and for all such other and further relief, both general and special, at law and in equity, to which Defendant may show himself justly entitled.
OF COUNSEL:
SCHOUEST, BAMDAS, SOSHEA & BENMAIER, PLLC
1001 McKinney Street, Suite 1400 Houston, Texas 77002
Telephone: (713) 588-0446
Fax: (713) 574-2942
5
Respectfully Submitted;
_/s/ Robert P. Vining________ Robert P. Vining Attorney-in-charge
State Bar Number: 24049870 rvining@sbsblaw.com
1001 McKinney Street, Suite 1400 Houston, Texas 77002
Telephone: (713) 588-0446
Fax: (713) 574-2942
ATTORNEYS FOR
ZAZA MAMULAISHVILI
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 6 of 6
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing document has been forwarded to all known counsel of record, in accordance with the Federal Rules of Civil Procedure on this 20th day of November 2019.
/s/ Robert P. Vining Robert P. Vining
6
Paragraph 15 of the Complaint.
16. Defendant admits the allegations contained in Paragraph 16 of the Complaint.
17. Defendant admits the allegations contained in Paragraph 17 of the Complaint.
18. Defendant admits the allegations contained in Paragraph 18 of the Complaint.
19. Defendant denies the allegations contained in Paragraph 19 of the Complaint.
20. Defendant denies the allegations contained in Paragraph 20 of the Complaint.
21. Defendant admits the allegations contained in Paragraph 21 of the Complaint.
22. Defendant denies the allegations contained in Paragraph 22 of the Complaint.
23. Defendant denies the allegations contained in Paragraph 23 of the Complaint.
24. Defendant denies the allegations contained in Paragraph 24 of the Complaint.
25. Defendant admits Frontera has filed suit. Defendant denies the remaining
allegations Contained in Paragraph 25 of the Complaint.
26. Defendant admits the allegations contained in Paragraph 26 of the Complaint.
27. Defendant admits that Frontera filed suit in the Northern District of California.
Defendant denies the remaining allegations contained in Paragraph 27 of the Complaint.
28. Defendant admits the allegations of the procedural posture of the referenced litigation. Defendant denies the remaining allegations contained in Paragraph 28 of the
Complaint.
29. Defendant denies the allegations contained in Paragraph 29 of the Complaint that
Frontera is in default. Defendant admits the remaining allegations contained in Paragraph 29 of the Complaint.
3
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 4 of 6
IV.
CAUSE OF ACTION
30. Defendant denies the allegations contained in
31. Defendant denies the allegations contained in
32. Defendant denies the allegations contained in
33. Defendant denies the allegations contained in
34. Defendant denies the allegations contained in
35. Defendant denies the allegations contained in
36. Defendant denies the allegations contained in
37. Defendant denies the allegations contained in
38. Defendant denies the allegations contained in
39. Defendant denies the allegations contained in
Paragraph 30 of the Complaint. Paragraph 31 of the Complaint. Paragraph 32 of the Complaint. Paragraph 33 of the Complaint. Paragraph 34 of the Complaint. Paragraph 35 of the Complaint. Paragraph 36 of the Complaint. Paragraph 37 of the Complaint. Paragraph 38 of the Complaint. Paragraph 39 of the Complaint.
V. CONCLUSION AND PRAYER
40. Defendant denies the allegations contained in the paragraph beginning “WHEREFORE, PREMISES CONSIDERED” and all subparts.
41. Defendant denies each and every allegation not otherwise explicitly addressed herein.
VII. AFFIRMATIVE DEFENSES
42. Defendant pleads that Plaintiff has failed to state a Claim against Defendant for which relief can be granted.
43. Plaintiff’s claims are barred by res judicata and collateral estoppel.
44. Plaintiff’s claims are barred by the passage of time or laches.
4
C
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 1 of 6
IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
§ OUTRIDER MASTER FUND, LP, §
v.
PLAINTIFF, §
§ CIVIL ACTION NO 4:19-CV-02714
STEVE C. NICANDROS, and § ZAZA MAMULAISHVILI, §
DEFENDANTS. §
DEFENDANT ZAZA MAMULAISHVILI’S ANSWER TO PLAINTIFF’S ORIGINAL COMPLAINT
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW, Zaza Mamulaishvili (“Mr. Mamulaishvili” or “Defendant”), Defendant
herein, and files this Answer to the Original Complaint (“the Complaint”) of Plaintiff Outrider Master Fund, LP, and would respectfully show the Court as follows:
I. PARTIES
1. Defendant is without sufficient information to admit or deny the information regarding Plaintiff Outrider Master Fund, L.P. as alleged in Paragraph 1 of the Complaint.
2. Defendant is without sufficient information to admit or deny the information regarding Steve Nicandros as alleged in Paragraph 2 of the Complaint.
3. sufficient
Complaint.
Defendant admits he is a resident of the country of Georgia. Defendant is without information to admit or deny the remaining allegations in Paragraph 3 of the
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 2 of 6
II. JURISDICTION AND VENUE
4. Defendant admits there is a diversity of citizenship between the parties to this civil action, but denies the remaining factual allegations contained in Paragraph 4 of the Complaint.
5. Defendant admits that he is a co-founder of Frontera Resources Corporation (“FRC”) and serves as its President and Chief Executive Officer, as well as a member of the Board of Directors. Defendant further admits the factual allegations as to FRC. Defendant denies the remaining allegations contained in Paragraph 5 of the Complaint.
6. Defendant admits that venue is proper in the Southern District of Texas, Houston Division, pursuant to 28. U.S.C. § 1391(b)(2) and that a mediation between FRC and Outrider occurred in Houston, Texas in 2016, but denies the remaining factual allegations contained in Paragraph 6 of the Complaint.
III.
FACTUAL BACKGROUND
7. Defendant admits there was a capitalization in 2011. Defendant is without sufficient information to form a belief in the remaining allegations of Paragraph 7 and, as a result, denies same.
8. Defendant denies the allegations contained in Paragraph 8 of the Complaint.
9. Defendant admits the allegations contained in Paragraph 9 of the Complaint.
10. Defendant admits the allegations contained in Paragraph 10 of the Complaint.
11. Defendant admits the allegations contained in Paragraph 11 of the Complaint.
12. Defendant admits the allegations contained in Paragraph 12 of the Complaint.
13. Defendant admits the allegations contained in Paragraph 13 of the Complaint.
14. Defendant admits the allegations contained in Paragraph 14 of the Complaint. 2
Case 4:19-cv-02714 Document 20 Filed on 11/20/19 in TXSD Page 3 of 6
15. Defendant admits the allegatio
Court docs from yesterday and today....apologies if already shared
Case 4:19-cv-02714 Document 13 Filed on 11/06/19 in TXSD Page 1 of 2
IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
OUTRIDER MASTER FUND, LP, § § PLAINTIFF, § § v. § § § STEVE C. NICANDROS, and § ZAZA MAMULAISHVILI, § § DEFENDANTS. §
CIVIL ACTION NO 4:19-CV-02714
PLAINTIFF’S MOTION TO CONTINUE SCHEDULING CONFERENCE
Plaintiff Outrider Master Fund, LP (“Plaintiff” or “OMF”) files this its Motion to Continue Scheduling Conference to move for a continuance of at least eight (8) weeks for the Scheduling Conference in this case, which is currently scheduled for December 5, 2019, and in support thereof state as follows:
Neither of the Defendants, Steve C. Nicandros (“Nicandros”) and Zaza Mamulaishvili (“Mamulaishvili”), (collectively, “Defendants”) have answered or otherwise made an appearance in this lawsuit. Plaintiff has filed a Motion for Default Judgment against Nicandros, which is currently pending. Plaintiff recently served Mamulaishvili, who is also now in default, and is in the process of preparing a Motion for Default Judgment against Mamulaishvili as well.
On July 24, 2019, the Court issued its Order Setting Conference [Dkt. 2], setting the Scheduling Conference for December 5, 2019, and ordering that Plaintiff and Defendants file a joint case management plan at least 14 days before that date—November 21, 2019.
However, given the Defendants’ failure to respond or otherwise appear in this lawsuit to date, Plaintiff respectfully asks to continue the Scheduling Conference for at least eight (8) weeks
Motion to Continue Scheduling Conference Page 2
Case 4:19-cv-02714 Document 13 Filed on 11/06/19 in TXSD Page 2 of 2
so that Plaintiff can pursue its Motions for Default Judgment against Nicandros and Mamulaishvili. WHEREFORE PREMISES CONSIDERED, Plaintiff respectfully requests that this Honorable
Court enter an order continuing the Scheduling Conference to a date on or after January 30, 2020. Respectfully submitted,
/s/ Natalie A. Sears
Ross H. Parker
Texas State Bar No. 24007804 rparker@munsch.com
Natalie A. Sears
Texas State Bar No. 24098400 nsears@munsch.com
MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, Texas 75201
Telephone No. (214) 955-7500 Facsimile No. (214) 855-7584
ATTORNEYS FOR PLAINTIFF OUTRIDER MASTER FUND, LP
CERTIFICATE OF SERVICE
I hereby certify that on November 6, 2019, I electronically filed the foregoing with the Clerk of the Court using the CM/ECF system, which will automatically send a notification of such filing (NEF) on all counsel of record.
/s/ Natalie A. Sears Natalie A. Sears
Motion to Continue Scheduling Conference
Page 3
v.
§ CIVIL ACTION NO 4:19-CV-02714 §
§
Case 4:19-cv-02714 Document 13-1 Filed on 11/06/19 in TXSD Page 1 of 1
IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
OUTRIDER MASTER FUND, LP, § § PLAINTIFF, § §
STEVE C. NICANDROS, and § ZAZA MAMULAISHVILI, § § DEFENDANTS. §
ORDER
Case 4:19-cv-02714 Document 14 Filed on 11/07/19 in TXSD Page 1 of 1
United States District Court Southern District of Texas Houston Division
Outrider Master Fund, L.P. § §
v.
Steve C. Nicandros, et al. §
Notice of Referral
The following motion is referred to Magistrate Judge Frances H. Stacy:
Motion for Continuance - #13
Date: November 7, 2019.
§ Civil Action 4:19-cv-02714 §
David J. Bradley, Clerk
By: R. Hawkins, Deputy Clerk
Confirmation that Steve N was served the court summons on September 11th. He has 21 days to file defence or default judgment will be entered.
Although the judge has amended the order (hand written) to say must be served on his front door not gate as originally typed.
Won’t let me copy the document but motion granted in full by court on substitute service for Steve N. ....In other words he will be served even if he (or his wife) continue not to answer the front door .
Oopsi,
I might add that there has still not been a defence filed by Zaza or Steve N in Texas against the Outrider petition..... that has been documented by the court in any event. My understanding is that the 21 days notice was up early last week. On the face of it that not great but (to date) there hasn’t been a default judgment in Outriders favour. Certainly in the UK it would be pretty much automatic if a defence is not filed.
Might they be bashing heads together?.... lack of movement in Caymans also. Holding breath because I like most here don’t know!
Won’t let me copy the form to include names/addresses etc
It’s just the serving of the summons to Steve N and Zaza...they are identical so have only copied the first one.
a Civil ActionUNITED STATES DISTRICT COURTfor the__________ District of __________ ))))))))))))Plaintiff(s)v.Civil Action No.Defendant(s)SUMMONS IN A CIVIL ACTIONTo: (Defendant’s name and address)A lawsuit has been filed against you.Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if youare the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 ofthe Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,whose name and address are:If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court.CLERK OF COURTDate:Signature of Clerk or Deputy Clerk
Filed on Friday summons to Zaza and Steve N....they have 21 days to respond to Outrider lawsuit Or default judgment in Texas
UNITED STATES DISTRICT COURTfor the__________ District of __________ ))))))))))))Plaintiff(s)v.Civil Action No.Defendant(s)SUMMONS IN A CIVIL ACTIONTo: (Defendant’s name and address)A lawsuit has been filed against you.Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if youare the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 ofthe Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,whose name and address are:If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court.CLERK OF COURTDate:Signature of Clerk or Deputy Clerk
Bezzy this document 54 was posted by Earsbern this morning
Don’t think so Oneday....March 25-29th latest trip that they know about. At least it scorches the rumour that Zaza has not been to the US this year.
.Mamulaishvili has traveled to Houston, Texas within the last two years on at least the following occasions to conduct business on behalf of FRC and/or Frontera: (i) (ii) (iii) (iv) 6. March 25 – 29, 2019; September 20, 2018; December 15, 2017; and April 4, 2017
So Zaza has been in the US this year.....was there in March
Remedies Code, Outrider is entitled to recover the reasonable and necessary attorneys’' fees and costs it incurs in prosecuting this action. C. Conditions Precedent. 39. All conditions precedent to Outrider’s entitlement to recovery have been performed, excused, waived, or otherwise satisfied. V. CONCLUSION AND PRAYER WHEREFORE, PREMISES CONSIDERED, Plaintiff requests the following relief: A. B. Defendants be cited to appear and answer herein; and On final trial of all causes of action that Plaintiff has judgment against Defendants for their actual damages, interest to the extent allowed under applicable law, together with costs, taxable disbursements, pre- and post-judgment interest, reasonable attorneys' fees, and such other and further relief, both at law and in equity, general and specific, to which Plaintiff proves it is justly entitled. Respectfully submitted, By: Ross H. Parker__________ Ross H. Parker Texas State Bar No. 24007804 rparker@munsch.com John D. Cornwell Texas State Bar No. 24050450 jcornwell@munsch.com Natalie A. Sears Texas State Bar No. 24098400 nsears@munsch.com MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 (214) 855-7500 (telephone) (214) 855-7584 (facsimile) COUNSEL FOR PLAINTIFF
30, 2018, and caused it to be in default under the Note no later than October 10, 2018, for its failure to cure same. Frontera has not subsequently cured its default or made any payment, including payment of the Deferred Interest, to Outrider. 32. By defaulting and failing to timely cure its default under the Note, Frontera has breached its covenants with, and has thus injured, Outrider. 33. Because of Frontera’s default under the Note, Defendants Nicandros and Mamulaishvili, as Guarantors, bear personal liability under the terms of the Individual Guaranties. 34. As provided in the Individual Guaranties, the Guarantors are personally obligated to pay the Deferred Interest in full, whether by cash payment, delivery of the Pledged Shares, or a combination of both, to Outrider following Frontera’s failure to pay the Deferred Interest. 35. Outrider, as Initial Holder under the Note, has made demand upon Nicandros and Mamulaishvili, and they have failed and refused to perform under the Individual Guaranties. 36. By failing to satisfy their respective joint and several obligations as required under the Individual Guaranties, Nicandros and Mamulaishvili have breached their covenants with, and have injured, Outrider. Accordingly, Outrider is entitled to judgment against Nicandros and Mamulaishvili, individually, at law or in equity, to recover damages and for other equitable relief as set forth below. B. Attorneys' Fees and Costs. 37. 38. Plaintiff incorporates the preceding paragraphs by reference for all purposes. As a result of Frontera’s defaults under the Note and the Guarantors’ defaults under the Individual Guaranties, it has become necessary for Outrider to retain the services of the undersigned attorneys. Pursuant to Section 38.001, et seq., of the Texas Civil Practice and
Onshore, LP (“Onshore”), both of which are Outrider affiliates. Outrider, a Cayman Islands entity and noteholder to FIC, is not a party to the California lawsuit. 28. The California District Court has recently denied Frontera’s requests for a temporary restraining order and preliminary injunction. As a result, no injunction is currently in place against Outrider or any of its affiliated entities or principals. The Court also issued a sanctions order against Frontera and its counsel for failure to disclose the existence of the Cayman Islands action (and related denial of injunctive relief in that proceeding) as required by local California rule. Outrider subsequently filed an answer and intends to seek a final adjudication on the merits in that proceeding. For jurisdictional reasons and, specifically, in light of the Guarantors’ refusal to submit to jurisdiction in Frontera’s chosen Californian forum, Outrider initiates this suit in Houston, Texas. 29. To date, no payment of scheduled interest or principal obligation, whether in cash or in kind, has been made by Frontera or any other party acting on behalf of Frontera. As a result of its default, and consistent with Outrider’s rights under the Note and Cayman Islands law, FRCC was placed into a voluntary liquidation process initiated by the Collateral Agent named in the Collateral Agency Agreement, executed in connection with the Note issuance. IV. CAUSE OF ACTION A. Breach of the Individual Guaranties by Nicandros and Mamulaishvili. 30. 31. Plaintiff incorporates the preceding paragraphs by reference for all purposes. Frontera covenanted and agreed in the Note to abide by all promises and obligations contained in the Note, including the timely payment of interest. The failure to make any interest payment as they come due, including the Deferred Interest, constitutes an Event of Default under Section 8.2 of the Note. Frontera failed to pay the Deferred Interest on September