Preview
Filed: 8/16/2023 7:47 AM
JOHN D. KINARD - District Clerk
Galveston County, Texas
Envelope No. 78572606
By: Lisa Kelly
8/16/2023 8:47 AM
CAUSE NO. 23-CV-0339
ROMSPEN MORTGAGE LIMITED § IN THE DISTRICT COURT OF
PARTNERSHIP §
§
V. §
§
HARBORWALK RESORT, L.P. §
§
V. § GALVESTON COUNTY, TEXAS
§
HARBORWALK PROPERTY §
OWNERS ASSOCIATION, INC., §
ROMSPEN (CH), LLC, HAYTHEM §
DAWLETT, LEGEND §
COMMUNITIES, INC., BILL HAYES, §
PETER OELBAUM, MARY §
GIANFRIDDO, TIM HENDON, § 56th JUDICIAL DISTRICT
DEFENDANT HARBORWALK RESORT, L.P.’S
THIRD PARTY PETITION
TO THE HONORABLE JUDGE LONNIE COX:
Harborwalk Resort, L.P. (“Harborwalk Resort”), defendant in the above styled and
numbered cause files this Third-Party Petition against Harborwalk Property Owners Association,
Inc., Romspen (CH), LLC, Legend Communities, Inc., Bill Hayes, Peter Oelbaum, Mary
Gianfriddo, Tim Hendon, and Haythem Dawlett and respectfully shows as follows:
I. REASON FOR ACTION
1. This suit arises from a dispute regarding the rightful Class B Member 1 of the
Harborwalk Subdivision located in Hitchcock, Texas, and the corresponding right to appoint a
1
There is no defined “Declarant Rights” in the 2003 Declarations.
Harborwalk Resort’s Third-Party Petition 1 of 28
majority voting block of five Class B Directors to the board of the Harborwalk Property Owner’s
Association (“HPOA”).
2. In 2018, Harborwalk Resort, L.P. contracted and purchased the Class B Member
rights from H.D. Flamingo Isles Holdings, L.P., the Class B Member.
3. After the sale, H.D. Flamingo took the position that it was still the Class B Member
and refused to convey the Class B Member’s rights. Harborwalk Resort filed a lawsuit 2 to enforce
its rights and, after a jury trial on December 20, 2022, this Court issued a Final Judgment finding
H.D. Flamingo Isles Holdings, L.P. sold the Class B Membership rights to Harborwalk Resort,
L.P. 3
4. Following the trial, on January 27, 2023, Harborwalk Resort exercised its right as
the Class B Member and made appointments of Class B Directors, but the HPOA has refused to
seat the appointments. Furthermore, after the Judgment, the HPOA has seated Class B Directors
appointed by Romspen and Legend, who continue to act as Class B Directors for the Association
without legal authority.
5. The current Class B Directors include Haythem Dawlett, a defendant in the prior
lawsuit, and is same person who has refused to convey the Class B Member Rights to Harborwalk
Resort since 2018.
2 Cause No. 19-CV-1046; Harborwalk Resort, LP vs. Flamingo Isles Marina, LP, HD Flamingo
Isles Holdings, LTD., HDFI Land Holdings, LP, Flamingo Isles GP, LLC, and Haythem
Dawlett in the 56th District Court; Galveston County, Texas.
3
Harborwalk Resort, L.P. is the successor to Paul Leviner and Harborwalk Marina, L.P.
Harborwalk Resort’s Third-Party Petition 2 of 28
6. Since 2018, Harborwalk Resort has been denied its ability to control the HPOA and
has endured interference in its operation of the Marina.
7. For these reasons, Harborwalk Resort files this suit to enforce its rights as the Class
B Member and to seat its appointees to the Association.
Harborwalk Resort’s Third-Party Petition 3 of 28
II. TABLE OF CONTENTS
I. REASON FOR ACTION ............................................................... 1
II. TABLE OF CONTENTS ..............................................................4
III. DISCOVERY CONTROL PLAN.................................................... 6
IV. PARTIES ................................................................................. 6
V. JURISDICTION AND VENUE ...................................................... 7
VI. BACKGROUND FACTS .............................................................. 7
A. In 2003 the initial Class B Member was Harborwalk Development,
LTD. ................................................................................................... 8
B. In 2010, the Class B Member became Compass Bank/P.I. Holdings
No. 1. ................................................................................................... 8
C. In 2012, the Class B Member became H.D. Flamingo Isles Holdings,
L.P. ..................................................................................................... 9
D. In 2018, the Class B Member became Harborwalk Resort, L.P. ................... 9
E. Romspen is not the Class B Member. ..................................................... 10
(1) Romspen does not have a valid assignment from the Class B
Member. .....................................................................................................10
(2) The assignment was not triggered before Harborwalk Resort’s
purchase of the Class B Member Right. ..................................................... 14
(3) Romspen cannot be the Class B Member because the covenants
require that the Class B Member own fee title property in
Harborwalk. ............................................................................................... 16
(4) The Forbearance Agreement expired, the loan was not renewed,
and Romspen waited more than four years before filing its
purported deeds in lieu of foreclosure. ...................................................... 17
(5) H.D. Flamingo Acted as the Declarant, not Romspen. ............................. 18
Harborwalk Resort’s Third-Party Petition 4 of 28
F. HPOA fails to process Harborwalk Resort’s appointments of Class B
Directors. ........................................................................................... 19
G. HPOA interferes with Harborwalk Resort’s ability to operate its
marina and amenities. .......................................................................... 19
H. The 2003 Declarations were amended by the First Amendment ................ 19
VII. CAUSES OF ACTION ............................................................... 20
A. Claims Against All Third-Party Defendants ............................................ 20
(1) Count One—Suit for Declaratory Relief .................................................. 20
(2) Count Two—Tortious Interference with Contract ................................... 21
(3) Count Three—Fraud ................................................................................ 22
(4) Count Four—Fraud in a Real-Estate Transaction ................................... 22
B. Claims Against Romspen Mortgage, Romspen (CH), and Legend
Communities ...................................................................................... 23
(5) Count Five—Suit to Quiet Title ................................................................23
C. Claims against HPOA .......................................................................... 23
(6) Count Six—Temporary Injunction against HPOA ...................................23
(7) Count Seven—Conversion ........................................................................23
(8) Count Eight—Improper Assessments ...................................................... 24
VIII. CONSPIRACY/PARTICIPATORY LIABILITY ............................... 24
IX. CONDITIONS PRECEDENT ...................................................... 25
X. RULE 193.7 NOTICE ................................................................. 25
XI. REQUEST FOR RELIEF ............................................................ 26
XII. CERTIFICATE OF SERVICE ..................................................... 27
Harborwalk Resort’s Third-Party Petition 5 of 28
III. DISCOVERY CONTROL PLAN
8. Discovery is set for Level 2 of the Texas Rules of Civil Procedure 190.3. Harborwalk
affirmatively pleads that this suit is not governed by the expedited actions process in Tex. R. Civ. P.
169 or 190.2.
IV. PARTIES
9. Plaintiff Romspen Mortgage Limited Partnership (“Romspen Mortgage”) is an
Ontario limited partnership, having an address at 162 Cumberland Street, Suite 300, Toronto,
Ontario M5R 3N5. Romspen Mortgage filed this lawsuit and has already made an appearance.
10. Harborwalk Resort is a limited partnership organized and existing under the laws of
the State of Texas. Harborwalk Resort has appeared in this lawsuit.
11. Third-Party Defendant, Harborwalk Property Owners Association, Inc.
(“HPOA”), is a Domestic Nonprofit Corporation organized and existing under the laws of the
State of Texas with its principal place of business at First Service Residential 1330 Enclave
Parkway, Suite 425 Houston, Texas 77077. Service is requested at this time.
12. Third-Party Defendant, Romspen (CH), LLC, (“Romspen CH”) is a foreign
corporation organized and existing under the laws of Georgia whose principal office is located at
162 Cumberland Street, Suite 300, Toronto, Ontario, M5R 3N5, Canada, may be served with
process by serving the Texas Secretary of State at 1019 Brazos Street, Austin, Texas 78701, as its
agent for service because defendant is required to register with the Secretary of State but has not
appointed or maintained a registered agent for service of process in Texas. Service is requested
at this time.
Harborwalk Resort’s Third-Party Petition 6 of 28
13. Third-Party Defendant, Haythem Dawlett is an individual residing at 16100
Chateau Ave., Austin, Texas 78734. Service is requested at this time.
14. Third-Party Defendant, Tim Hendon, is an individual residing at 16032 Fontaine
Avenue, Austin, Texas 78734. Service is requested at this time.
15. Third-Party Defendant, Legend Communities, Inc., is a Domestic For-Profit
Corporation, organized and existing under the laws of the State of Texas, whose principal office is
located in Travis County at 2101 Lakeway Blvd., Suite 100, Austin, Texas 78734-5272 USA, and
may be served with process by serving its registered agent for service of process Haythem Dawlett
at 2101 Lakeway Blvd., Suite 100, Austin, Texas 78734-5272 USA. Service is requested at this
time.
16. Third-Party Defendant, William “Bill” Hayes, is an individual who may be served
at 2101 Lakeway Blvd, Suite 100, Austin, TX 78734. Service is requested at this time.
17. Third-Party Defendant, Peter Oelbaum, is an individual with an unknow address.
18. Third-Party Defendant, Mary Gianfriddo, is an individual with an unknow address.
V. JURISDICTION AND VENUE
19. The amount in controversy is within the jurisdictional limits of this Court.
20. Venue is proper in Galveston County, Texas pursuant to Section 15.002 of the
Texas Civil Practice and Remedies Code because it is the County in which all or a substantial part
of the events or omissions giving rise to the claim occurred.
VI. BACKGROUND FACTS
21. Harborwalk Resort incorporates by reference its most recent answer and
counterclaims.
Harborwalk Resort’s Third-Party Petition 7 of 28
22. The “Fabulous Flamingo Isles” in Hitchcock, Texas was originally developed in
the 1960s, but the development largely failed.
23. In the early 2000s, non-party Lynn Watkins, through Harborwalk Development
LTD, sought to redevelop the project which was renamed Harborwalk.
A. In 2003 the initial Class B Member was Harborwalk Development, LTD.
24. In March of 2003, Harborwalk Development, LTD (“HWD”) signed and filed the
covenants for the Harborwalk Subdivision in the Real Property Records as document 018-23-1635.
HWD was the Class B Member. The signature block on the covenants appears as follows:
25. Harborwalk, L.P. is a limited partnership, organized and existing under the laws of
the State of Texas. Its general partner is Harborwalk GP, LLC. Lynn Watkins is the registered
agent of Harborwalk, L.P. It operates under the assumed name of Harborwalk Development, LTD
(“HWD”).
B. In 2010, the Class B Member became Compass Bank/P.I. Holdings No. 1.
26. On or about July 13, 2010, HWD went through bankruptcy and Class B
Membership was assigned to Compass Bank and then to P.I. Holdings No. 1, Inc., a real-estate
holding company of Compass Bank, about one year later.
Harborwalk Resort’s Third-Party Petition 8 of 28
C. In 2012, the Class B Member became H.D. Flamingo Isles Holdings, L.P.
27. On May 16, 2012, Compass Bank/P.I. Holdings No. 1, Inc. conveyed its interest in
the property and Class B Membership to H.D. Flamingo Isles Holdings, L.P.
28. Haythem Dawlett (“Dawlett”) is one of the principals of H.D. Flamingo Isles
Holdings, L.P.
D. In 2018, the Class B Member became Harborwalk Resort, L.P.
29. On or about May 15, 2018, Harborwalk Marina, L.P. purchased from H.D.
Flamingo Isles Holdings, L.P. the declarant rights, including its status as Class B Member.
30. This purchase was recorded on July 15, 2020, when Harborwalk Marina L.P. filed
its bill of sale as the Class B Member in the real property record of Galveston County as document
number 2020041748.
31. On July 15, 2020, Harborwalk Marina L.P. assigned its rights as the Class B Member
to Harborwalk Resort, L.P. as shown in the real property record of Galveston County as document
number 2020045096.
32. Therefore, in May of 2018, the Class B Member rights were sold by H.D. Flamingo
Isles Holdings, L.P. to Harborwalk Resort. This was confirmed by this Court on December 20,
2022, when the Court entered a judgment declaring that H.D. Flamingo Isles Holdings, L.P.
“assigned its declarant rights” to Harborwalk Resort in Cause No. 19-CV-1046; Harborwalk
Resort, LP vs. Flamingo Isles Marina, LP, H.D. Flamingo Isles Holdings, LTD., HDFI Land Holdings,
LP, Flamingo Isles GP, LLC, and Haythem Dawlett ; in the 56th District Court of Galveston County,
Texas.
33. A summary of the transfer of Class B Membership is provided below:
Harborwalk Resort’s Third-Party Petition 9 of 28
Harborwalk, Compass
LP/Harborwalk Bank/P.I. HD Flamingo Isles Harborwalk Resort,
Development,
2010 Holdings No. 2012 Holdings, LTD. 2018 L.P
LTD 1, Inc.
E. Romspen is not the Class B Member.
34. Following the Judgment, Romspen filed a lawsuit alleging that it is the Class B
Member, but this allegation fails because Romspen: (1) Does not have a valid assignment; (2) The
assignment was not triggered before Harborwalk Resort’s purchase of the Class B Member Right;
(3) Cannot be the Class B Member under the declarations because it does not own property in
Harborwalk; (4) The Forbearance Agreement expired and the mortgage was not renewed; and (5)
Romspen never actually acted as the Class B Member.
(1) Romspen does not have a valid assignment from the Class B Member.
35. On or about March 31, 2015, Romspen entered into a loan agreement with H.D.
Flamingo Isles Holdings, L.P., Flamingo Isles Marina, L.P., and HDFI Land Holdings, L.P. (“the
Romspen Borrowers”).
36. Romspen Mortgage claims that on March 31, 2015, HWD assigned Romspen
Mortgage all of HWD’s declarant rights. See Romspen’s Original Petition, ¶ 14. Romspen
Mortgage cites to an “Assignment and Assumption of Declarant Rights” that was purportedly
assigned by Harborwalk Development, LTD for its claim to declarant rights.
Harborwalk Resort’s Third-Party Petition 10 of 28
37. However, HWD did not own the declarant rights (or Class B Member Rights) on
March 31, 2015 as illustrated above, and Haythem Dawlett, the signatory, is not associated in any
manner with HWD. For these reasons, the assignment is not valid.
38. Romspen claims that HWD is affiliated with Flamingo Isles Marina, L.P., HDFI
Land Holdings, L.P., and H.D. Flamingo Isles Holdings, L.P. See Romspen’s Claim ¶ 12. How-
ever, Haythem Dawlett, as the corporate representative of H.D. Flamingo Isles Holdings, L.P.,
which obtained the declarant rights in 2012, testified that no entity in which he is a principal is
related to HWD:
Q: Okay. And actually, more specifically, the entity that you
formed that was assigned the rights under the settlement
agreement was HD Flamingo Isles Holdings, L.P.
A: I believe so, yes. I’d have to see that document -- that
assignment document.
Q: Okay. But that sounds right, from your recollection?
A: Yes.
Deposition of Haythem Dawlett on October 30, 2020 at 22: 15 to 23.
Q: Hand to you what’s been marked as Exhibit 15. And this is
an Assignment and Assumption of Declarant’s Rights.
A: Correct.
Harborwalk Resort’s Third-Party Petition 11 of 28
Q: And it shows that it’s from Harborwalk Development,
Limited, a Texas limited partnership, to Romspen Mortgage
Limited Partnership, an Ontario limited partnership; is that
correct?
A: That’s correct.
Q: Okay. Now, the date of this is in 2015. Looks like it’s signed
on March 30th, 2015; is that correct?
A: Yes.
Q: And now, again, you testified earlier that the declarant after
you bought the property from Compass has always been
H.D. Flamingo Isles Holdings, L.P., or Limited, correct?
A: Correct.
Q: So under this assignment, it’s from Harborwalk
Development, Limited. So my question is: Why did you
assign declarant rights from Harborwalk Development,
Limited if Harborwalk Development, Limited is not the
declarant?
A: I don’t know. This was a document that was prepared by
Romspen. We did not prepare this document.
A: So I don’t recall. That was their document.
Q: So they put the incorrect party on here to assign the
declarant’s rights, it looks like. Is that a fair statement?
A: Yes.
Deposition of Haythem Dawlett at 127-128.
Q: And it’s a document entitled “Assignment and Assumption
of Declarant Rights,” right?
A: That’s correct.
Q: All right. Is this the document that you think that you
assigned declarant rights in 2015 as a lienholder to Romspen?
Harborwalk Resort’s Third-Party Petition 12 of 28
A: That’s correct.
Q: All right. So let’s go to the signature block. And if we look at
who is actually assigning these rights, can you read to me, sir,
who is assigning the rights to Romspen?
A: That says Harborwalk Development LT.
Q: This Harborwalk Development, LTD, this company?
A: Yes. That was a scrivener’s error.
Q: Another mistake?
A: Yes, sir.
Q: Okay, because at no time -- you sign as a general partner.
Harborwalk GP, LLC, is general partner. That’s not true, is
it?
A: The bank prepared this document.
Q: Sir, I’m asking, you signed this document, right?
A: Yes.
Q: My question is very simple. Is Harborwalk GP, LLC, the
general partner of Mr. Watkins’s company Harborwalk
Development, LTD?
A: No, sir.
Q: That’s your signature, right?
A: Yes, sir.
Q: And you acknowledged this document before a notary, right?
A: That’s correct.
Trial Testimony of Haythem Dawlett on October 28, 2022.
Harborwalk Resort’s Third-Party Petition 13 of 28
39. Further, Lynn Watkins, the corporate representative of HWD, testified that HWD
is not affiliated with Haythem Dawlett or any entity associated with Haythem Dawlett.
Q: Is Haythem Dawlett a part of Harborwalk Development,
Limited?
A: He’s got entities with similar names. He is not a part of
anything that we ever did or continue to do.
Q: Are you and Haythem Dawlett partners in any legal entity,
corporation, partnership?
A: No, I leave that to the Leviners.
Deposition of Lynn Watkins on September 29, 2020 at 117:7-15.
40. Romspen never had a valid security interest in the Declarant Rights because the
assignment and UCC filings were signed when HWD did not actually own the Declarant Rights.
The only entity that could have assigned the Declarant Rights in 2015 was H.D. Flamingo Isles
Holdings, L.P., which never assigned an interest in Declarant Rights to Romspen.
(2) The assignment was not triggered before Harborwalk Resort’s purchase of the
Class B Member Right.
41. Romspen’s purported assignment of declarant rights is contingent upon Romspen
Mortgage, as the lender, obtaining title to the property made the basis of its loan, which did not
happen on September 29, 2017 as alleged.
42. After the Romspen Borrowers defaulted, Romspen entered into a Forbearance
Agreement with its borrowers, including H.D. Flamingo Isles Holdings. Pursuant to this
agreement, Romspen claims that on September 29, 2017, H.D. Flamingo Isles Holdings signed
incomplete form deeds for property which did not legally transfer the property to Romspen as
Lender. These deeds were never recorded until December 16, 2022.
Harborwalk Resort’s Third-Party Petition 14 of 28
43. Romspen’s purported declarant rights are contingent upon delivery and acceptance
of a deed in lieu of foreclosure from the Romspen Borrowers, according to the Forbearance
Agreement. Any delivery and acceptance of the deed in lieu of foreclosure happened after
Harborwalk Resort acquired the Class B Member Rights. The forbearance agreement states:
Neither Lender nor Lender’s Designee will be deemed to have
accepted either of the Conveyance Documents and, accordingly,
no title to any of the Property shall be deemed to have
transferred, until such time, if any, as Lender determines to do so
in its sole discretion (such discretion being subject to the terms of
this Agreement) following the occurrence of an Uncured
Forbearance Termination Event and, in addition, Lender gives
written notice to Borrower Parties of such acceptance (the
“Acceptance Notice”) and, with respect to the Deed only, until
such time as the Deed is duly recorded.
Provided, further, Lender agrees that following the occurrence of an
Uncured Forbearance Termination Event that is based on the failure
to pay a sum of money due pursuant to the terms of this Agreement
or any of the other Loan Documents, if Lender determines in its sole
discretion to accept title to the Property, the Deed shall be recorded
no earlier than ten (10) days after the date such sum of money was
due under the terms of the Agreement or any of the other Loan
Documents.
See Forbearance Agreement at 6 (emphasis added).
44. At the earliest, the deed was not delivered and accepted until December 16, 2022,
as shown in the real property records of Galveston County as document number 2022075394.
Furthermore, the grantee on the deed is not the lender, but a separate entity named Romspen
(CH), LLC, which would not trigger the assignment to Romspen.
Harborwalk Resort’s Third-Party Petition 15 of 28
45. Since Harborwalk Resort purchased the Class B Member Rights in 2018 and
recorded that sale before any recording by Romspen, it a bona fide purchaser of the Class B
Member Rights.
(3) Romspen cannot be the Class B Member because the covenants require that
the Class B Member own fee title property in Harborwalk.
46. All Members of the HPOA must be Owners of property in the Harborwalk
Subdivision. There are two classes of Members of the HPOA: Class A and Class B. Class A
Members are all Owners (other than the Class B Member). There is only one Class B Member. An
owner is a person or entity who holds fee title or a share in possession of a tract, condo, or
residential dwelling unit. Owners are not those “owning an interest merely as a security for the
performance of an obligation.”
47. The Class A Members elect the three (3) Class A Directors. The Class B Member
appoints all five (5) of the Class B Directors. Class B Directors need not be Members (own fee title
to property).
Harborwalk Resort’s Third-Party Petition 16 of 28
48. It is unclear which Third-Party Defendant is the Class B Member. For one of the
Third-Party Defendants to be the Class B Member, they must own fee title to property within
Harborwalk.
(4) The Forbearance Agreement expired, the loan was not renewed, and Romspen
waited more than four years before filing its purported deeds in lieu of
foreclosure.
49. The Romspen note matured by its terms on April 30, 2017.
50. On October 2, 2017, Romspen Mortgage entered into a Forbearance Agreement
with the Romspen Borrowers. Tim Hendon and Haythem Dawlett personally guaranteed the
Romspen Forbearance Agreement.
Harborwalk Resort’s Third-Party Petition 17 of 28
51. The Forbearance Agreement extended the terms of the note from October 2, 2017,
for ninety (90) days, expiring on January 20, 2018.
52. The Forbearance Agreement was not extended. Romspen Mortgage did not file its
deeds in lieu of foreclosure until more than four years after the end date of the Forbearance
Agreement. Limitations had run on the Forbearance Agreement.
(5) H.D. Flamingo Acted as the Declarant, not Romspen.
53. Certainly, neither HWD nor Romspen Mortgage ever acted as the Declarant from
2012 to 2018.
54. Conversely, H.D. Flamingo Isle Holdings, L.P. committed the following actions as
the Class B Member after September 29, 2017 when Romspen claims it became the Class B
Member:
(1) On or about April 20, 2018, H.D. Flamingo Isles Holdings, L.P., as
the Class B Member, annexed land owned by HDFI Land Holdings,
L.P., specifically Tract 4 out of Harborwalk Sec. 1, by filing
Instrument Number 2018023624 in the Real Property Records of
Galveston County.
(2) On or about June 14, 2019, HD Flamingo Isles Holdings, L.P., as the
Class B Member, filed a “Correction Annexation Declaration to be
effective as of August 7, 2017” by filing Instrument Number
2019031427 in the Real Property Records of Galveston County.
(3) On or about March 27, 2020, HD Flamingo Isles Holdings, L.P.
annexed land owned by HW Land Group by filing Instrument
Number 2020017643 in the Real Property Records of Galveston
County.
Harborwalk Resort’s Third-Party Petition 18 of 28
F. HPOA fails to process Harborwalk Resort’s appointments of Class B Directors.
55. On January 27, 2023, Harborwalk Resort sent a letter to HPOA appointing Class B
Directors. HPOA has not recognized those appointments, but instead has set upon a course to
install Class B Directors appointed by Romspen or Legend.
56. The current Board of Directors of the HPOA purports to list four Class B Members.
Representatives of Romspen are listed as “President” and “Vice President.” Haythem Dawlett
and Bill Hayes of Legend are listed as Class B Directors.
G. HPOA interferes with Harborwalk Resort’s ability to operate its marina and
amenities.
57. In addition to Class B Membership, Harborwalk Resort purchased the Harborwalk
Marina, Restaurant, and Pool area on May 15, 2018. Third-Party Defendants, who are exercising
control over the HPOA, are interfering with Harborwalk Resort’s ability to operate these amenities
by restricting customer access. The HPOA controls the gate to the Harborwalk subdivision and
has restricted access by Harborwalk Resort’s customers to the Harborwalk Marina, restaurant, bait
shop, amenities and pool.
H. The 2003 Declarations were amended by the First Amendment
58. In 2018, when Harborwalk Resort contracted and purchased the Class B Member
rights from H.D. Flamingo, H.D. Flamingo (as a seller and the Class B Member) agreed to amend
the 2003 Harborwalk Declaration to address various matters plaguing the subdivision, including,
Harborwalk Resort’s Third-Party Petition 19 of 28
but not limited to, issues related to charges and assessments of the HPOA used to maintain com-
munity amenities. The parties negotiated and ultimately agreed upon various amendments to the
2003 Harborwalk Declaration including an amendment “to require payment of Harborwalk Yacht
Club dues by all owners of real property in the Subdivision.” Assessments under the amendment
would equalize the charges to property owners, some property owners would pay lower assess-
ments.
59. The amendment and therefore the requirement of assessment of Club dues by the
HPOA was confirmed by this Court in Harborwalk. However, the HPOA has refused to
acknowledge and abide by the amendment, thereby damaging Harborwalk Resort.
VII. CAUSES OF ACTION
A. Claims Against All Third-Party Defendants
(1) Count One—Suit for Declaratory Relief
60. Harborwalk Resort incorporates by reference the factual allegations in the foregoing
paragraphs as though fully set forth herein.
61. Harborwalk Resort seeks a declaratory judgment, pursuant to the Uniform
Declaratory Judgment Act and Texas Civil Practice & Remedies Code §§ 37.001 et seq., declaring
that:
(1) Harborwalk Resort, and no other entity, is the Class B Member,
under the 2003 Harborwalk Declaration.
(2) Harborwalk Resort has the right to appoint the Class B Directors.
(3) The Class B Director appointments by Romspen and/or Legend are
invalid.
Harborwalk Resort’s Third-Party Petition 20 of 28
(4) All actions taken by the HPOA Board comprised after Harborwalk
Resort’s appointments were rejected, including amendments to
Declaration and By-Laws, are invalid.
62. Harborwalk Resort has retained counsel to represent it in this action and has agreed
to pay the firm reasonable and necessary attorneys’ fees and expenses. Harborwalk Resort seeks to
recover the reasonable and necessary attorneys’ fees and expenses it has incurred in bringing this
suit under Section 37.009 of the Texas Civil Practice and Remedies Code.
(2) Count Two—Tortious Interference with Contract
63. To establish a claim for tortious interference with a contract, a plaintiff must
establish: (1) the existence of a valid contract subject to interference; (2) that the defendant
willfully and intentionally interfered with the contract; (3) that the interference proximately caused
the plaintiff's injury; and (4) that the plaintiff incurred actual damage or loss.
64. Harborwalk Resort, L.P. contracted and purchased the Class B Member rights from
H.D. Flamingo Isles Holdings, L.P. This right includes the right appoint five Class B Directors.
Harborwalk Resort submitted its designations, but HPOA did not accept Harborwalk Resort’s
designations and appointed other Class B Directors. This interference has prevented Harborwalk
Resort from developing the subdivision according to its plans. Further, HPOA has used its control
over the gate to the Harborwalk to deny access to Harborwalk Resort’s customer’s access to the
marina.
65. The above facts are well-known to the third-party defendants, but they have refused
to acknowledge that Harborwalk Resort is the Class B Member of the Association.
Harborwalk Resort’s Third-Party Petition 21 of 28
(3) Count Three—Fraud
66. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set
forth herein.
67. The elements of fraud are (1) a false material representation; (2) made with
knowledge of its falsity or made recklessly without knowledge of its truth; and (3) intending that
the misrepresentation would be acted on by the other party; where (4) the other party acts in
justifiable reliance on the misrepresentation; and (5) thereby suffers injury.
68. Romspen and Romspen (CH) changed the exhibits on the September 29, 2017
deeds and altered the legal description of the property purportedly conveyed. This was done to
defraud Harborwalk Resort of its Class B Member Rights.
(4) Count Four—Fraud in a Real-Estate Transaction
69. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set
forth herein.
70. The elements of a claim for fraud in a real-estate transaction are: (1) a false
representation of a past or existing material fact, when the false representation is (2) made to a
person for the purpose of inducing that person to enter into a contract and (3) relied on by that
person in entering into that contract.
71. A third person—one who did not make the fraudulent statement—may also be
liable for exemplary damages if the following conditions are satisfied: (1) the third person must
have actual awareness of the falsity of the representation or promise made by another person, and
(2) the third person fails to disclose the falsity to the person defrauded, and (3) the third person
benefits from the false representation or promise.
Harborwalk Resort’s Third-Party Petition 22 of 28
B. Claims Against Romspen Mortgage, Romspen (CH), and Legend Communities
(5) Count Five—Suit to Quiet Title
72. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set
forth herein.
73. Harborwalk Resort seeks the equitable remedy of quiet title, and requests that the
Court declare that any interests, claims, or rights in the Class B Member Rights of Harborwalk
Subdivision asserted by Romspen Mortgage, Romspen (CH) and Legend Communities are
subordinate to Harborwalk Resort’s interests, claims, and rights. Harborwalk Resort has superior
interests, claims, and/or rights to the Property and Romspen Mortgage, Romspen (CH) and
Legend Communities claims to the contrary constitute a cloud on title that equity will remove.
C. Claims against HPOA
(6) Count Six—Temporary Injunction against HPOA
74. Harborwalk Resort requests that the Court issue a temporary injunction against
HPOA from changing bylaws, levying assessments, appointing members to the board of directors
until such time as the parties’ rights are established.
(7) Count Seven—Conversion
75. The elements of conversion are: (1) the plaintiff owned or had possession of the
property or entitlement to possession; (2) the defendant unlawfully and without authorization
assumed and exercised control over the property to the exclusion of, or inconsistent with, the
plaintiff's rights as an owner; (3) the plaintiff demanded return of the property; and (4) the
defendant refused to return the property.
Harborwalk Resort’s Third-Party Petition 23 of 28
76. HPOA has refused to move the community off the private property of Harborwalk
Resort.
(8) Count Eight—Improper Assessments
77. HPOA has refused to recognize the First Amendment as confirmed in Harborwalk
and the manner in which it amended the amount of dues owed by Harborwalk Resort. As a result,
the HPOA has over-assessed Association dues against Harborwalk Resort.
VIII. CONSPIRACY/PARTICIPATORY LIABILITY
78. To prove conspiracy, the plaintiff must show: (1) the defendant combined with one
or more persons; (2) the object of the combination was to accomplish an unlawful purpose or a
lawful purpose by unlawful means; (3) the members reached a meeting of the minds on the object
or course of action; (4) one of the members committed an unlawful, overt act to further the object
or course of action; and (5) the plaintiff suffered injury as a proximate result of the wrongful act.
79. Plaintiff Romspen Mortgage, Romspen CH, HPOA, Legend Communities, and
Haythem Dawlett conspired, jointly caused, knowingly participated in and/or aided and abetted
each other in the tortious conduct described hereinafter and, therefore, are jointly and severally
liable to Plaintiff for the damages caused by each of the acts, omissions, breaches, misfeasance,
malfeasance and causes of action set forth herein.
80. Plaintiff Romspen Mortgage filed a deed in lieu of foreclosure that purports to
convey land from the Romspen Borrowers to Romspen Mortgage to make a claim for Class B
Membership, but the deed does not convey any land. The exhibits to the deed were altered to
change the legal description of the property conveyed in an attempt to defraud Harborwalk Resort.
Harborwalk Resort’s Third-Party Petition 24 of 28
81. Harborwalk Resort provided the HPOA with a list of appointments to the Class B
Director positions and referenced this Court’s decision confirming Harborwalk Resort as the Class
B Member, yet the HPOA conspired with Romspen Mortgage, Romspen CH, Legend
Communities, and Haythem Dawlett and designated other appointees.
82. Haythem Dawlett is a principal of the defendant entities and an individual
defendant in the lawsuit that established Harborwalk Resort as the rightful Class B Member.
Despite Dawlett’s knowledge of this Court’s judgment and his testimony that acknowledges
Romspen’s error regarding the proper Class B Member, Dawlett has aided and abetted the
wrongful Class B Director appointments because he is named as a Class B Director.
83. Dawlett is a principal of Legend Communities. Legend Communities is named as a
Class B Director. Legend Communities knowingly participated in the tortious interference with
Harborwalk Resort’s contract through its principal, Dawlett.
IX. CONDITIONS PRECEDENT
84. All conditions precedent to Harborwalk Resort’s claim for relief have been
performed or have occurred.
X. RULE 193.7 NOTICE
85. Pursuant to Rule 193.7 of the Texas Rules of Civil Procedure, Harborwalk Resort
hereby gives actual notice to Defendants that any and all documents and materials produced in
response to written discovery or at a deposition may be used as evidence in this case; and, that any
such materials may be used as evidence against the party producing the document at any pretrial
proceeding and/or at the trial of this matter without the necessity of authenticating the documents
and/or materials produced in discovery.
Harborwalk Resort’s Third-Party Petition 25 of 28
XI. REQUEST FOR RELIEF
86. FOR THESE REASONS, Defendant Harborwalk Resort, L.P. requests the
following relief:
a. Declarations from this Court that:
(1) Harborwalk Resort (1) is the only Class B Member of the
Harborwalk Property Owners Association; (2) has all rights held by
“HWD” as defined in the 2003 Harborwalk Declarations; and (3)
has all rights given to the “Declarant” as defined in the First
Amendment to 2003 Harborwalk Declaration (collectively
“Declarant Rights”).
(2) The 2003 Harborwalk Declarations were amended by the First
Amendment to Cancellation of Existing Reservations, Restrictions
and Maintenance Provisions and Implementation of New
Declaration of Covenants, Restrictions, Easements, Charges and
Liens of Harborwalk, which was signed and filed in the real property
records of Galveston County, Texas on May 17, 2018 as Instrument
No. 2018029580 (the “First Amendment to 2003 Harborwalk
Declaration”).
(3) The First Amendment to 2003 Harborwalk Declaration amended
the 2003 Harborwalk Declaration and is an enforceable assessment
of the HPOA.
b. Specific Performance;
c. Economic and actual damages;
d. Prejudgment interest;
e. Post judgment interest;
f. Attorney’s fees;
g. Court costs; and
h. All other relief in law or equity to which the Harborwalk Resort is justly
entitled.
Harborwalk Resort’s Third-Party Petition 26 of 28
Respectfully submitted,
MILLS SHIRLEY L.L.P.
2200 Market St., Ste 300
Galveston, TX 77550
Phone/Fax: 409.761.4001
By:
Robert E. Booth
Texas Bar No. 24040546
rbooth@millsshirley.com
Rachel Delgado
Texas Bar No. 24126384
rdelgado@millsshirley.com
ATTORNEY FOR DEFENDANT
HARBORWALK RESORT, L.P.
XII. CERTIFICATE OF SERVICE
By my signature below, I certify that I served a copy of this document on the following
parties on August 15, 2023:
Romspen Mortgage Limited Partnership, through attorneys:
Kyle S. Hirsch (kyle.hirsch@bclplaw.com)
BRYAN CAVE LEIGHTON PAISNER LLP
2200 Ross Avenue, Suite 4200W
Dallas, Texas 75201
214.721.8000 (Telephone)
214.721.8100 (Facsimile)
Harborwalk Resort’s Third-Party Petition 27 of 28
Harborwalk Resort, L.P., through attorneys:
Robert E. Booth (rbooth@millsshirley.com)
Rachel Delgado (rdelgado@millsshirley.com)
MILLS SHIRLEY L.L.P.
2200 Market St., Ste 300
Galveston, Texas 77550
Phone/Fax: 409.761.4001
By:___________________
Robert E. Booth
Texas Bar No. 24040546
Harborwalk Resort’s Third-Party Petition 28 of 28
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Rachel Delgado on behalf of Rachel Delgado
Bar No. 24126387
rdelgado@millsshirley.com
Envelope ID: 78572606
Filing Code Description: Counter Claim/Cross
Action/Interpleader/Intervention/Third Party
Filing Description: Harborwalk Resort Third Party Petition
Status as of 8/16/2023 8:47 AM CST
Associated Case Party: Romspen Mortgage Limited Partnership
Name BarNumber Email TimestampSubmitted Status
Brittnie Werner bwerner@foley.com 8/16/2023 7:47:09 AM SENT
Stephanie L.McPhail smcphail@foley.com 8/16/2023 7:47:09 AM SENT
Jonathan MichaelThomas jmthomas@foley.com 8/16/2023 7:47:09 AM SENT
Kyle Hirsch 24117262 kyle.hirsch@bclplaw.com 8/16/2023 7:47:09 AM SENT
Associated Case Party: Harborwalk Resort, L.P.
Name BarNumber Email TimestampSubmitted Status
Andres OmarSoto asoto@millsshirley.com 8/16/2023 7:47:09 AM SENT
Robert E.Booth rbooth@millsshirley.com 8/16/2023 7:47:09 AM SENT
Rachel Delgado rdelgado@millsshirley.com 8/16/2023 7:47:09 AM SENT
Preview
Filed: 8/16/2023 7:47 AM JOHN D. KINARD - District Clerk Galveston County, Texas Envelope No. 78572606 By: Lisa Kelly 8/16/2023 8:47 AM CAUSE NO. 23-CV-0339 ROMSPEN MORTGAGE LIMITED § IN THE DISTRICT COURT OF PARTNERSHIP § § V. § § HARBORWALK RESORT, L.P. § § V. § GALVESTON COUNTY, TEXAS § HARBORWALK PROPERTY § OWNERS ASSOCIATION, INC., § ROMSPEN (CH), LLC, HAYTHEM § DAWLETT, LEGEND § COMMUNITIES, INC., BILL HAYES, § PETER OELBAUM, MARY § GIANFRIDDO, TIM HENDON, § 56th JUDICIAL DISTRICT DEFENDANT HARBORWALK RESORT, L.P.’S THIRD PARTY PETITION TO THE HONORABLE JUDGE LONNIE COX: Harborwalk Resort, L.P. (“Harborwalk Resort”), defendant in the above styled and numbered cause files this Third-Party Petition against Harborwalk Property Owners Association, Inc., Romspen (CH), LLC, Legend Communities, Inc., Bill Hayes, Peter Oelbaum, Mary Gianfriddo, Tim Hendon, and Haythem Dawlett and respectfully shows as follows: I. REASON FOR ACTION 1. This suit arises from a dispute regarding the rightful Class B Member 1 of the Harborwalk Subdivision located in Hitchcock, Texas, and the corresponding right to appoint a 1 There is no defined “Declarant Rights” in the 2003 Declarations. Harborwalk Resort’s Third-Party Petition 1 of 28 majority voting block of five Class B Directors to the board of the Harborwalk Property Owner’s Association (“HPOA”). 2. In 2018, Harborwalk Resort, L.P. contracted and purchased the Class B Member rights from H.D. Flamingo Isles Holdings, L.P., the Class B Member. 3. After the sale, H.D. Flamingo took the position that it was still the Class B Member and refused to convey the Class B Member’s rights. Harborwalk Resort filed a lawsuit 2 to enforce its rights and, after a jury trial on December 20, 2022, this Court issued a Final Judgment finding H.D. Flamingo Isles Holdings, L.P. sold the Class B Membership rights to Harborwalk Resort, L.P. 3 4. Following the trial, on January 27, 2023, Harborwalk Resort exercised its right as the Class B Member and made appointments of Class B Directors, but the HPOA has refused to seat the appointments. Furthermore, after the Judgment, the HPOA has seated Class B Directors appointed by Romspen and Legend, who continue to act as Class B Directors for the Association without legal authority. 5. The current Class B Directors include Haythem Dawlett, a defendant in the prior lawsuit, and is same person who has refused to convey the Class B Member Rights to Harborwalk Resort since 2018. 2 Cause No. 19-CV-1046; Harborwalk Resort, LP vs. Flamingo Isles Marina, LP, HD Flamingo Isles Holdings, LTD., HDFI Land Holdings, LP, Flamingo Isles GP, LLC, and Haythem Dawlett in the 56th District Court; Galveston County, Texas. 3 Harborwalk Resort, L.P. is the successor to Paul Leviner and Harborwalk Marina, L.P. Harborwalk Resort’s Third-Party Petition 2 of 28 6. Since 2018, Harborwalk Resort has been denied its ability to control the HPOA and has endured interference in its operation of the Marina. 7. For these reasons, Harborwalk Resort files this suit to enforce its rights as the Class B Member and to seat its appointees to the Association. Harborwalk Resort’s Third-Party Petition 3 of 28 II. TABLE OF CONTENTS I. REASON FOR ACTION ............................................................... 1 II. TABLE OF CONTENTS ..............................................................4 III. DISCOVERY CONTROL PLAN.................................................... 6 IV. PARTIES ................................................................................. 6 V. JURISDICTION AND VENUE ...................................................... 7 VI. BACKGROUND FACTS .............................................................. 7 A. In 2003 the initial Class B Member was Harborwalk Development, LTD. ................................................................................................... 8 B. In 2010, the Class B Member became Compass Bank/P.I. Holdings No. 1. ................................................................................................... 8 C. In 2012, the Class B Member became H.D. Flamingo Isles Holdings, L.P. ..................................................................................................... 9 D. In 2018, the Class B Member became Harborwalk Resort, L.P. ................... 9 E. Romspen is not the Class B Member. ..................................................... 10 (1) Romspen does not have a valid assignment from the Class B Member. .....................................................................................................10 (2) The assignment was not triggered before Harborwalk Resort’s purchase of the Class B Member Right. ..................................................... 14 (3) Romspen cannot be the Class B Member because the covenants require that the Class B Member own fee title property in Harborwalk. ............................................................................................... 16 (4) The Forbearance Agreement expired, the loan was not renewed, and Romspen waited more than four years before filing its purported deeds in lieu of foreclosure. ...................................................... 17 (5) H.D. Flamingo Acted as the Declarant, not Romspen. ............................. 18 Harborwalk Resort’s Third-Party Petition 4 of 28 F. HPOA fails to process Harborwalk Resort’s appointments of Class B Directors. ........................................................................................... 19 G. HPOA interferes with Harborwalk Resort’s ability to operate its marina and amenities. .......................................................................... 19 H. The 2003 Declarations were amended by the First Amendment ................ 19 VII. CAUSES OF ACTION ............................................................... 20 A. Claims Against All Third-Party Defendants ............................................ 20 (1) Count One—Suit for Declaratory Relief .................................................. 20 (2) Count Two—Tortious Interference with Contract ................................... 21 (3) Count Three—Fraud ................................................................................ 22 (4) Count Four—Fraud in a Real-Estate Transaction ................................... 22 B. Claims Against Romspen Mortgage, Romspen (CH), and Legend Communities ...................................................................................... 23 (5) Count Five—Suit to Quiet Title ................................................................23 C. Claims against HPOA .......................................................................... 23 (6) Count Six—Temporary Injunction against HPOA ...................................23 (7) Count Seven—Conversion ........................................................................23 (8) Count Eight—Improper Assessments ...................................................... 24 VIII. CONSPIRACY/PARTICIPATORY LIABILITY ............................... 24 IX. CONDITIONS PRECEDENT ...................................................... 25 X. RULE 193.7 NOTICE ................................................................. 25 XI. REQUEST FOR RELIEF ............................................................ 26 XII. CERTIFICATE OF SERVICE ..................................................... 27 Harborwalk Resort’s Third-Party Petition 5 of 28 III. DISCOVERY CONTROL PLAN 8. Discovery is set for Level 2 of the Texas Rules of Civil Procedure 190.3. Harborwalk affirmatively pleads that this suit is not governed by the expedited actions process in Tex. R. Civ. P. 169 or 190.2. IV. PARTIES 9. Plaintiff Romspen Mortgage Limited Partnership (“Romspen Mortgage”) is an Ontario limited partnership, having an address at 162 Cumberland Street, Suite 300, Toronto, Ontario M5R 3N5. Romspen Mortgage filed this lawsuit and has already made an appearance. 10. Harborwalk Resort is a limited partnership organized and existing under the laws of the State of Texas. Harborwalk Resort has appeared in this lawsuit. 11. Third-Party Defendant, Harborwalk Property Owners Association, Inc. (“HPOA”), is a Domestic Nonprofit Corporation organized and existing under the laws of the State of Texas with its principal place of business at First Service Residential 1330 Enclave Parkway, Suite 425 Houston, Texas 77077. Service is requested at this time. 12. Third-Party Defendant, Romspen (CH), LLC, (“Romspen CH”) is a foreign corporation organized and existing under the laws of Georgia whose principal office is located at 162 Cumberland Street, Suite 300, Toronto, Ontario, M5R 3N5, Canada, may be served with process by serving the Texas Secretary of State at 1019 Brazos Street, Austin, Texas 78701, as its agent for service because defendant is required to register with the Secretary of State but has not appointed or maintained a registered agent for service of process in Texas. Service is requested at this time. Harborwalk Resort’s Third-Party Petition 6 of 28 13. Third-Party Defendant, Haythem Dawlett is an individual residing at 16100 Chateau Ave., Austin, Texas 78734. Service is requested at this time. 14. Third-Party Defendant, Tim Hendon, is an individual residing at 16032 Fontaine Avenue, Austin, Texas 78734. Service is requested at this time. 15. Third-Party Defendant, Legend Communities, Inc., is a Domestic For-Profit Corporation, organized and existing under the laws of the State of Texas, whose principal office is located in Travis County at 2101 Lakeway Blvd., Suite 100, Austin, Texas 78734-5272 USA, and may be served with process by serving its registered agent for service of process Haythem Dawlett at 2101 Lakeway Blvd., Suite 100, Austin, Texas 78734-5272 USA. Service is requested at this time. 16. Third-Party Defendant, William “Bill” Hayes, is an individual who may be served at 2101 Lakeway Blvd, Suite 100, Austin, TX 78734. Service is requested at this time. 17. Third-Party Defendant, Peter Oelbaum, is an individual with an unknow address. 18. Third-Party Defendant, Mary Gianfriddo, is an individual with an unknow address. V. JURISDICTION AND VENUE 19. The amount in controversy is within the jurisdictional limits of this Court. 20. Venue is proper in Galveston County, Texas pursuant to Section 15.002 of the Texas Civil Practice and Remedies Code because it is the County in which all or a substantial part of the events or omissions giving rise to the claim occurred. VI. BACKGROUND FACTS 21. Harborwalk Resort incorporates by reference its most recent answer and counterclaims. Harborwalk Resort’s Third-Party Petition 7 of 28 22. The “Fabulous Flamingo Isles” in Hitchcock, Texas was originally developed in the 1960s, but the development largely failed. 23. In the early 2000s, non-party Lynn Watkins, through Harborwalk Development LTD, sought to redevelop the project which was renamed Harborwalk. A. In 2003 the initial Class B Member was Harborwalk Development, LTD. 24. In March of 2003, Harborwalk Development, LTD (“HWD”) signed and filed the covenants for the Harborwalk Subdivision in the Real Property Records as document 018-23-1635. HWD was the Class B Member. The signature block on the covenants appears as follows: 25. Harborwalk, L.P. is a limited partnership, organized and existing under the laws of the State of Texas. Its general partner is Harborwalk GP, LLC. Lynn Watkins is the registered agent of Harborwalk, L.P. It operates under the assumed name of Harborwalk Development, LTD (“HWD”). B. In 2010, the Class B Member became Compass Bank/P.I. Holdings No. 1. 26. On or about July 13, 2010, HWD went through bankruptcy and Class B Membership was assigned to Compass Bank and then to P.I. Holdings No. 1, Inc., a real-estate holding company of Compass Bank, about one year later. Harborwalk Resort’s Third-Party Petition 8 of 28 C. In 2012, the Class B Member became H.D. Flamingo Isles Holdings, L.P. 27. On May 16, 2012, Compass Bank/P.I. Holdings No. 1, Inc. conveyed its interest in the property and Class B Membership to H.D. Flamingo Isles Holdings, L.P. 28. Haythem Dawlett (“Dawlett”) is one of the principals of H.D. Flamingo Isles Holdings, L.P. D. In 2018, the Class B Member became Harborwalk Resort, L.P. 29. On or about May 15, 2018, Harborwalk Marina, L.P. purchased from H.D. Flamingo Isles Holdings, L.P. the declarant rights, including its status as Class B Member. 30. This purchase was recorded on July 15, 2020, when Harborwalk Marina L.P. filed its bill of sale as the Class B Member in the real property record of Galveston County as document number 2020041748. 31. On July 15, 2020, Harborwalk Marina L.P. assigned its rights as the Class B Member to Harborwalk Resort, L.P. as shown in the real property record of Galveston County as document number 2020045096. 32. Therefore, in May of 2018, the Class B Member rights were sold by H.D. Flamingo Isles Holdings, L.P. to Harborwalk Resort. This was confirmed by this Court on December 20, 2022, when the Court entered a judgment declaring that H.D. Flamingo Isles Holdings, L.P. “assigned its declarant rights” to Harborwalk Resort in Cause No. 19-CV-1046; Harborwalk Resort, LP vs. Flamingo Isles Marina, LP, H.D. Flamingo Isles Holdings, LTD., HDFI Land Holdings, LP, Flamingo Isles GP, LLC, and Haythem Dawlett ; in the 56th District Court of Galveston County, Texas. 33. A summary of the transfer of Class B Membership is provided below: Harborwalk Resort’s Third-Party Petition 9 of 28 Harborwalk, Compass LP/Harborwalk Bank/P.I. HD Flamingo Isles Harborwalk Resort, Development, 2010 Holdings No. 2012 Holdings, LTD. 2018 L.P LTD 1, Inc. E. Romspen is not the Class B Member. 34. Following the Judgment, Romspen filed a lawsuit alleging that it is the Class B Member, but this allegation fails because Romspen: (1) Does not have a valid assignment; (2) The assignment was not triggered before Harborwalk Resort’s purchase of the Class B Member Right; (3) Cannot be the Class B Member under the declarations because it does not own property in Harborwalk; (4) The Forbearance Agreement expired and the mortgage was not renewed; and (5) Romspen never actually acted as the Class B Member. (1) Romspen does not have a valid assignment from the Class B Member. 35. On or about March 31, 2015, Romspen entered into a loan agreement with H.D. Flamingo Isles Holdings, L.P., Flamingo Isles Marina, L.P., and HDFI Land Holdings, L.P. (“the Romspen Borrowers”). 36. Romspen Mortgage claims that on March 31, 2015, HWD assigned Romspen Mortgage all of HWD’s declarant rights. See Romspen’s Original Petition, ¶ 14. Romspen Mortgage cites to an “Assignment and Assumption of Declarant Rights” that was purportedly assigned by Harborwalk Development, LTD for its claim to declarant rights. Harborwalk Resort’s Third-Party Petition 10 of 28 37. However, HWD did not own the declarant rights (or Class B Member Rights) on March 31, 2015 as illustrated above, and Haythem Dawlett, the signatory, is not associated in any manner with HWD. For these reasons, the assignment is not valid. 38. Romspen claims that HWD is affiliated with Flamingo Isles Marina, L.P., HDFI Land Holdings, L.P., and H.D. Flamingo Isles Holdings, L.P. See Romspen’s Claim ¶ 12. How- ever, Haythem Dawlett, as the corporate representative of H.D. Flamingo Isles Holdings, L.P., which obtained the declarant rights in 2012, testified that no entity in which he is a principal is related to HWD: Q: Okay. And actually, more specifically, the entity that you formed that was assigned the rights under the settlement agreement was HD Flamingo Isles Holdings, L.P. A: I believe so, yes. I’d have to see that document -- that assignment document. Q: Okay. But that sounds right, from your recollection? A: Yes. Deposition of Haythem Dawlett on October 30, 2020 at 22: 15 to 23. Q: Hand to you what’s been marked as Exhibit 15. And this is an Assignment and Assumption of Declarant’s Rights. A: Correct. Harborwalk Resort’s Third-Party Petition 11 of 28 Q: And it shows that it’s from Harborwalk Development, Limited, a Texas limited partnership, to Romspen Mortgage Limited Partnership, an Ontario limited partnership; is that correct? A: That’s correct. Q: Okay. Now, the date of this is in 2015. Looks like it’s signed on March 30th, 2015; is that correct? A: Yes. Q: And now, again, you testified earlier that the declarant after you bought the property from Compass has always been H.D. Flamingo Isles Holdings, L.P., or Limited, correct? A: Correct. Q: So under this assignment, it’s from Harborwalk Development, Limited. So my question is: Why did you assign declarant rights from Harborwalk Development, Limited if Harborwalk Development, Limited is not the declarant? A: I don’t know. This was a document that was prepared by Romspen. We did not prepare this document. A: So I don’t recall. That was their document. Q: So they put the incorrect party on here to assign the declarant’s rights, it looks like. Is that a fair statement? A: Yes. Deposition of Haythem Dawlett at 127-128. Q: And it’s a document entitled “Assignment and Assumption of Declarant Rights,” right? A: That’s correct. Q: All right. Is this the document that you think that you assigned declarant rights in 2015 as a lienholder to Romspen? Harborwalk Resort’s Third-Party Petition 12 of 28 A: That’s correct. Q: All right. So let’s go to the signature block. And if we look at who is actually assigning these rights, can you read to me, sir, who is assigning the rights to Romspen? A: That says Harborwalk Development LT. Q: This Harborwalk Development, LTD, this company? A: Yes. That was a scrivener’s error. Q: Another mistake? A: Yes, sir. Q: Okay, because at no time -- you sign as a general partner. Harborwalk GP, LLC, is general partner. That’s not true, is it? A: The bank prepared this document. Q: Sir, I’m asking, you signed this document, right? A: Yes. Q: My question is very simple. Is Harborwalk GP, LLC, the general partner of Mr. Watkins’s company Harborwalk Development, LTD? A: No, sir. Q: That’s your signature, right? A: Yes, sir. Q: And you acknowledged this document before a notary, right? A: That’s correct. Trial Testimony of Haythem Dawlett on October 28, 2022. Harborwalk Resort’s Third-Party Petition 13 of 28 39. Further, Lynn Watkins, the corporate representative of HWD, testified that HWD is not affiliated with Haythem Dawlett or any entity associated with Haythem Dawlett. Q: Is Haythem Dawlett a part of Harborwalk Development, Limited? A: He’s got entities with similar names. He is not a part of anything that we ever did or continue to do. Q: Are you and Haythem Dawlett partners in any legal entity, corporation, partnership? A: No, I leave that to the Leviners. Deposition of Lynn Watkins on September 29, 2020 at 117:7-15. 40. Romspen never had a valid security interest in the Declarant Rights because the assignment and UCC filings were signed when HWD did not actually own the Declarant Rights. The only entity that could have assigned the Declarant Rights in 2015 was H.D. Flamingo Isles Holdings, L.P., which never assigned an interest in Declarant Rights to Romspen. (2) The assignment was not triggered before Harborwalk Resort’s purchase of the Class B Member Right. 41. Romspen’s purported assignment of declarant rights is contingent upon Romspen Mortgage, as the lender, obtaining title to the property made the basis of its loan, which did not happen on September 29, 2017 as alleged. 42. After the Romspen Borrowers defaulted, Romspen entered into a Forbearance Agreement with its borrowers, including H.D. Flamingo Isles Holdings. Pursuant to this agreement, Romspen claims that on September 29, 2017, H.D. Flamingo Isles Holdings signed incomplete form deeds for property which did not legally transfer the property to Romspen as Lender. These deeds were never recorded until December 16, 2022. Harborwalk Resort’s Third-Party Petition 14 of 28 43. Romspen’s purported declarant rights are contingent upon delivery and acceptance of a deed in lieu of foreclosure from the Romspen Borrowers, according to the Forbearance Agreement. Any delivery and acceptance of the deed in lieu of foreclosure happened after Harborwalk Resort acquired the Class B Member Rights. The forbearance agreement states: Neither Lender nor Lender’s Designee will be deemed to have accepted either of the Conveyance Documents and, accordingly, no title to any of the Property shall be deemed to have transferred, until such time, if any, as Lender determines to do so in its sole discretion (such discretion being subject to the terms of this Agreement) following the occurrence of an Uncured Forbearance Termination Event and, in addition, Lender gives written notice to Borrower Parties of such acceptance (the “Acceptance Notice”) and, with respect to the Deed only, until such time as the Deed is duly recorded. Provided, further, Lender agrees that following the occurrence of an Uncured Forbearance Termination Event that is based on the failure to pay a sum of money due pursuant to the terms of this Agreement or any of the other Loan Documents, if Lender determines in its sole discretion to accept title to the Property, the Deed shall be recorded no earlier than ten (10) days after the date such sum of money was due under the terms of the Agreement or any of the other Loan Documents. See Forbearance Agreement at 6 (emphasis added). 44. At the earliest, the deed was not delivered and accepted until December 16, 2022, as shown in the real property records of Galveston County as document number 2022075394. Furthermore, the grantee on the deed is not the lender, but a separate entity named Romspen (CH), LLC, which would not trigger the assignment to Romspen. Harborwalk Resort’s Third-Party Petition 15 of 28 45. Since Harborwalk Resort purchased the Class B Member Rights in 2018 and recorded that sale before any recording by Romspen, it a bona fide purchaser of the Class B Member Rights. (3) Romspen cannot be the Class B Member because the covenants require that the Class B Member own fee title property in Harborwalk. 46. All Members of the HPOA must be Owners of property in the Harborwalk Subdivision. There are two classes of Members of the HPOA: Class A and Class B. Class A Members are all Owners (other than the Class B Member). There is only one Class B Member. An owner is a person or entity who holds fee title or a share in possession of a tract, condo, or residential dwelling unit. Owners are not those “owning an interest merely as a security for the performance of an obligation.” 47. The Class A Members elect the three (3) Class A Directors. The Class B Member appoints all five (5) of the Class B Directors. Class B Directors need not be Members (own fee title to property). Harborwalk Resort’s Third-Party Petition 16 of 28 48. It is unclear which Third-Party Defendant is the Class B Member. For one of the Third-Party Defendants to be the Class B Member, they must own fee title to property within Harborwalk. (4) The Forbearance Agreement expired, the loan was not renewed, and Romspen waited more than four years before filing its purported deeds in lieu of foreclosure. 49. The Romspen note matured by its terms on April 30, 2017. 50. On October 2, 2017, Romspen Mortgage entered into a Forbearance Agreement with the Romspen Borrowers. Tim Hendon and Haythem Dawlett personally guaranteed the Romspen Forbearance Agreement. Harborwalk Resort’s Third-Party Petition 17 of 28 51. The Forbearance Agreement extended the terms of the note from October 2, 2017, for ninety (90) days, expiring on January 20, 2018. 52. The Forbearance Agreement was not extended. Romspen Mortgage did not file its deeds in lieu of foreclosure until more than four years after the end date of the Forbearance Agreement. Limitations had run on the Forbearance Agreement. (5) H.D. Flamingo Acted as the Declarant, not Romspen. 53. Certainly, neither HWD nor Romspen Mortgage ever acted as the Declarant from 2012 to 2018. 54. Conversely, H.D. Flamingo Isle Holdings, L.P. committed the following actions as the Class B Member after September 29, 2017 when Romspen claims it became the Class B Member: (1) On or about April 20, 2018, H.D. Flamingo Isles Holdings, L.P., as the Class B Member, annexed land owned by HDFI Land Holdings, L.P., specifically Tract 4 out of Harborwalk Sec. 1, by filing Instrument Number 2018023624 in the Real Property Records of Galveston County. (2) On or about June 14, 2019, HD Flamingo Isles Holdings, L.P., as the Class B Member, filed a “Correction Annexation Declaration to be effective as of August 7, 2017” by filing Instrument Number 2019031427 in the Real Property Records of Galveston County. (3) On or about March 27, 2020, HD Flamingo Isles Holdings, L.P. annexed land owned by HW Land Group by filing Instrument Number 2020017643 in the Real Property Records of Galveston County. Harborwalk Resort’s Third-Party Petition 18 of 28 F. HPOA fails to process Harborwalk Resort’s appointments of Class B Directors. 55. On January 27, 2023, Harborwalk Resort sent a letter to HPOA appointing Class B Directors. HPOA has not recognized those appointments, but instead has set upon a course to install Class B Directors appointed by Romspen or Legend. 56. The current Board of Directors of the HPOA purports to list four Class B Members. Representatives of Romspen are listed as “President” and “Vice President.” Haythem Dawlett and Bill Hayes of Legend are listed as Class B Directors. G. HPOA interferes with Harborwalk Resort’s ability to operate its marina and amenities. 57. In addition to Class B Membership, Harborwalk Resort purchased the Harborwalk Marina, Restaurant, and Pool area on May 15, 2018. Third-Party Defendants, who are exercising control over the HPOA, are interfering with Harborwalk Resort’s ability to operate these amenities by restricting customer access. The HPOA controls the gate to the Harborwalk subdivision and has restricted access by Harborwalk Resort’s customers to the Harborwalk Marina, restaurant, bait shop, amenities and pool. H. The 2003 Declarations were amended by the First Amendment 58. In 2018, when Harborwalk Resort contracted and purchased the Class B Member rights from H.D. Flamingo, H.D. Flamingo (as a seller and the Class B Member) agreed to amend the 2003 Harborwalk Declaration to address various matters plaguing the subdivision, including, Harborwalk Resort’s Third-Party Petition 19 of 28 but not limited to, issues related to charges and assessments of the HPOA used to maintain com- munity amenities. The parties negotiated and ultimately agreed upon various amendments to the 2003 Harborwalk Declaration including an amendment “to require payment of Harborwalk Yacht Club dues by all owners of real property in the Subdivision.” Assessments under the amendment would equalize the charges to property owners, some property owners would pay lower assess- ments. 59. The amendment and therefore the requirement of assessment of Club dues by the HPOA was confirmed by this Court in Harborwalk. However, the HPOA has refused to acknowledge and abide by the amendment, thereby damaging Harborwalk Resort. VII. CAUSES OF ACTION A. Claims Against All Third-Party Defendants (1) Count One—Suit for Declaratory Relief 60. Harborwalk Resort incorporates by reference the factual allegations in the foregoing paragraphs as though fully set forth herein. 61. Harborwalk Resort seeks a declaratory judgment, pursuant to the Uniform Declaratory Judgment Act and Texas Civil Practice & Remedies Code §§ 37.001 et seq., declaring that: (1) Harborwalk Resort, and no other entity, is the Class B Member, under the 2003 Harborwalk Declaration. (2) Harborwalk Resort has the right to appoint the Class B Directors. (3) The Class B Director appointments by Romspen and/or Legend are invalid. Harborwalk Resort’s Third-Party Petition 20 of 28 (4) All actions taken by the HPOA Board comprised after Harborwalk Resort’s appointments were rejected, including amendments to Declaration and By-Laws, are invalid. 62. Harborwalk Resort has retained counsel to represent it in this action and has agreed to pay the firm reasonable and necessary attorneys’ fees and expenses. Harborwalk Resort seeks to recover the reasonable and necessary attorneys’ fees and expenses it has incurred in bringing this suit under Section 37.009 of the Texas Civil Practice and Remedies Code. (2) Count Two—Tortious Interference with Contract 63. To establish a claim for tortious interference with a contract, a plaintiff must establish: (1) the existence of a valid contract subject to interference; (2) that the defendant willfully and intentionally interfered with the contract; (3) that the interference proximately caused the plaintiff's injury; and (4) that the plaintiff incurred actual damage or loss. 64. Harborwalk Resort, L.P. contracted and purchased the Class B Member rights from H.D. Flamingo Isles Holdings, L.P. This right includes the right appoint five Class B Directors. Harborwalk Resort submitted its designations, but HPOA did not accept Harborwalk Resort’s designations and appointed other Class B Directors. This interference has prevented Harborwalk Resort from developing the subdivision according to its plans. Further, HPOA has used its control over the gate to the Harborwalk to deny access to Harborwalk Resort’s customer’s access to the marina. 65. The above facts are well-known to the third-party defendants, but they have refused to acknowledge that Harborwalk Resort is the Class B Member of the Association. Harborwalk Resort’s Third-Party Petition 21 of 28 (3) Count Three—Fraud 66. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set forth herein. 67. The elements of fraud are (1) a false material representation; (2) made with knowledge of its falsity or made recklessly without knowledge of its truth; and (3) intending that the misrepresentation would be acted on by the other party; where (4) the other party acts in justifiable reliance on the misrepresentation; and (5) thereby suffers injury. 68. Romspen and Romspen (CH) changed the exhibits on the September 29, 2017 deeds and altered the legal description of the property purportedly conveyed. This was done to defraud Harborwalk Resort of its Class B Member Rights. (4) Count Four—Fraud in a Real-Estate Transaction 69. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set forth herein. 70. The elements of a claim for fraud in a real-estate transaction are: (1) a false representation of a past or existing material fact, when the false representation is (2) made to a person for the purpose of inducing that person to enter into a contract and (3) relied on by that person in entering into that contract. 71. A third person—one who did not make the fraudulent statement—may also be liable for exemplary damages if the following conditions are satisfied: (1) the third person must have actual awareness of the falsity of the representation or promise made by another person, and (2) the third person fails to disclose the falsity to the person defrauded, and (3) the third person benefits from the false representation or promise. Harborwalk Resort’s Third-Party Petition 22 of 28 B. Claims Against Romspen Mortgage, Romspen (CH), and Legend Communities (5) Count Five—Suit to Quiet Title 72. Harborwalk Resort restates and realleges the preceding paragraphs as if fully set forth herein. 73. Harborwalk Resort seeks the equitable remedy of quiet title, and requests that the Court declare that any interests, claims, or rights in the Class B Member Rights of Harborwalk Subdivision asserted by Romspen Mortgage, Romspen (CH) and Legend Communities are subordinate to Harborwalk Resort’s interests, claims, and rights. Harborwalk Resort has superior interests, claims, and/or rights to the Property and Romspen Mortgage, Romspen (CH) and Legend Communities claims to the contrary constitute a cloud on title that equity will remove. C. Claims against HPOA (6) Count Six—Temporary Injunction against HPOA 74. Harborwalk Resort requests that the Court issue a temporary injunction against HPOA from changing bylaws, levying assessments, appointing members to the board of directors until such time as the parties’ rights are established. (7) Count Seven—Conversion 75. The elements of conversion are: (1) the plaintiff owned or had possession of the property or entitlement to possession; (2) the defendant unlawfully and without authorization assumed and exercised control over the property to the exclusion of, or inconsistent with, the plaintiff's rights as an owner; (3) the plaintiff demanded return of the property; and (4) the defendant refused to return the property. Harborwalk Resort’s Third-Party Petition 23 of 28 76. HPOA has refused to move the community off the private property of Harborwalk Resort. (8) Count Eight—Improper Assessments 77. HPOA has refused to recognize the First Amendment as confirmed in Harborwalk and the manner in which it amended the amount of dues owed by Harborwalk Resort. As a result, the HPOA has over-assessed Association dues against Harborwalk Resort. VIII. CONSPIRACY/PARTICIPATORY LIABILITY 78. To prove conspiracy, the plaintiff must show: (1) the defendant combined with one or more persons; (2) the object of the combination was to accomplish an unlawful purpose or a lawful purpose by unlawful means; (3) the members reached a meeting of the minds on the object or course of action; (4) one of the members committed an unlawful, overt act to further the object or course of action; and (5) the plaintiff suffered injury as a proximate result of the wrongful act. 79. Plaintiff Romspen Mortgage, Romspen CH, HPOA, Legend Communities, and Haythem Dawlett conspired, jointly caused, knowingly participated in and/or aided and abetted each other in the tortious conduct described hereinafter and, therefore, are jointly and severally liable to Plaintiff for the damages caused by each of the acts, omissions, breaches, misfeasance, malfeasance and causes of action set forth herein. 80. Plaintiff Romspen Mortgage filed a deed in lieu of foreclosure that purports to convey land from the Romspen Borrowers to Romspen Mortgage to make a claim for Class B Membership, but the deed does not convey any land. The exhibits to the deed were altered to change the legal description of the property conveyed in an attempt to defraud Harborwalk Resort. Harborwalk Resort’s Third-Party Petition 24 of 28 81. Harborwalk Resort provided the HPOA with a list of appointments to the Class B Director positions and referenced this Court’s decision confirming Harborwalk Resort as the Class B Member, yet the HPOA conspired with Romspen Mortgage, Romspen CH, Legend Communities, and Haythem Dawlett and designated other appointees. 82. Haythem Dawlett is a principal of the defendant entities and an individual defendant in the lawsuit that established Harborwalk Resort as the rightful Class B Member. Despite Dawlett’s knowledge of this Court’s judgment and his testimony that acknowledges Romspen’s error regarding the proper Class B Member, Dawlett has aided and abetted the wrongful Class B Director appointments because he is named as a Class B Director. 83. Dawlett is a principal of Legend Communities. Legend Communities is named as a Class B Director. Legend Communities knowingly participated in the tortious interference with Harborwalk Resort’s contract through its principal, Dawlett. IX. CONDITIONS PRECEDENT 84. All conditions precedent to Harborwalk Resort’s claim for relief have been performed or have occurred. X. RULE 193.7 NOTICE 85. Pursuant to Rule 193.7 of the Texas Rules of Civil Procedure, Harborwalk Resort hereby gives actual notice to Defendants that any and all documents and materials produced in response to written discovery or at a deposition may be used as evidence in this case; and, that any such materials may be used as evidence against the party producing the document at any pretrial proceeding and/or at the trial of this matter without the necessity of authenticating the documents and/or materials produced in discovery. Harborwalk Resort’s Third-Party Petition 25 of 28 XI. REQUEST FOR RELIEF 86. FOR THESE REASONS, Defendant Harborwalk Resort, L.P. requests the following relief: a. Declarations from this Court that: (1) Harborwalk Resort (1) is the only Class B Member of the Harborwalk Property Owners Association; (2) has all rights held by “HWD” as defined in the 2003 Harborwalk Declarations; and (3) has all rights given to the “Declarant” as defined in the First Amendment to 2003 Harborwalk Declaration (collectively “Declarant Rights”). (2) The 2003 Harborwalk Declarations were amended by the First Amendment to Cancellation of Existing Reservations, Restrictions and Maintenance Provisions and Implementation of New Declaration of Covenants, Restrictions, Easements, Charges and Liens of Harborwalk, which was signed and filed in the real property records of Galveston County, Texas on May 17, 2018 as Instrument No. 2018029580 (the “First Amendment to 2003 Harborwalk Declaration”). (3) The First Amendment to 2003 Harborwalk Declaration amended the 2003 Harborwalk Declaration and is an enforceable assessment of the HPOA. b. Specific Performance; c. Economic and actual damages; d. Prejudgment interest; e. Post judgment interest; f. Attorney’s fees; g. Court costs; and h. All other relief in law or equity to which the Harborwalk Resort is justly entitled. Harborwalk Resort’s Third-Party Petition 26 of 28 Respectfully submitted, MILLS SHIRLEY L.L.P. 2200 Market St., Ste 300 Galveston, TX 77550 Phone/Fax: 409.761.4001 By: Robert E. Booth Texas Bar No. 24040546 rbooth@millsshirley.com Rachel Delgado Texas Bar No. 24126384 rdelgado@millsshirley.com ATTORNEY FOR DEFENDANT HARBORWALK RESORT, L.P. XII. CERTIFICATE OF SERVICE By my signature below, I certify that I served a copy of this document on the following parties on August 15, 2023: Romspen Mortgage Limited Partnership, through attorneys: Kyle S. Hirsch (kyle.hirsch@bclplaw.com) BRYAN CAVE LEIGHTON PAISNER LLP 2200 Ross Avenue, Suite 4200W Dallas, Texas 75201 214.721.8000 (Telephone) 214.721.8100 (Facsimile) Harborwalk Resort’s Third-Party Petition 27 of 28 Harborwalk Resort, L.P., through attorneys: Robert E. Booth (rbooth@millsshirley.com) Rachel Delgado (rdelgado@millsshirley.com) MILLS SHIRLEY L.L.P. 2200 Market St., Ste 300 Galveston, Texas 77550 Phone/Fax: 409.761.4001 By:___________________ Robert E. Booth Texas Bar No. 24040546 Harborwalk Resort’s Third-Party Petition 28 of 28 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Rachel Delgado on behalf of Rachel Delgado Bar No. 24126387 rdelgado@millsshirley.com Envelope ID: 78572606 Filing Code Description: Counter Claim/Cross Action/Interpleader/Intervention/Third Party Filing Description: Harborwalk Resort Third Party Petition Status as of 8/16/2023 8:47 AM CST Associated Case Party: Romspen Mortgage Limited Partnership Name BarNumber Email TimestampSubmitted Status Brittnie Werner bwerner@foley.com 8/16/2023 7:47:09 AM SENT Stephanie L.McPhail smcphail@foley.com 8/16/2023 7:47:09 AM SENT Jonathan MichaelThomas jmthomas@foley.com 8/16/2023 7:47:09 AM SENT Kyle Hirsch 24117262 kyle.hirsch@bclplaw.com 8/16/2023 7:47:09 AM SENT Associated Case Party: Harborwalk Resort, L.P. Name BarNumber Email TimestampSubmitted Status Andres OmarSoto asoto@millsshirley.com 8/16/2023 7:47:09 AM SENT Robert E.Booth rbooth@millsshirley.com 8/16/2023 7:47:09 AM SENT Rachel Delgado rdelgado@millsshirley.com 8/16/2023 7:47:09 AM SENT