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FILED
10/26/2023 3:07 PM
FELICIA PITRE
$80 PAID DISTRICT CLERK
DALLAS CO., TEXAS
Kryshawna Charleston DEPUTY
1 CIT E-SERVE
CAUSE NO. DC-23-17837
PASHA & SINA, INC., IN THE DISTRICT COURT
Plaintiff,
vs.
1347 JUDICIAL DISTRICT
ANNA M. MARTINEZ,
Defendant. DALLAS COUNTY, TEXAS
STRANGEWAYS LLC,
Plaintiff in Intervention,
vs.
ANNA M. MARTINEZ and
PASHA & SINA, INC.,
Defendants in Intervention.
INTERVENOR STRANGEWAYS LLC’S
ORIGINAL PETITION IN INTERVENTION AND
APPLICATION FOR TEMPORARY INJUNCTION
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW STRANGEWAYS LLC, a Texas limited liability company, files this its
Original Petition in Intervention against original Plaintiff PASHA & SINA, INC., and original
Defendant ANNA M. MARTINEZ, and would respectfully show unto the Court as follows:
PARTIES, SERVICE, RELIEF REQUESTED,
DISCOVERY PLAN, CONDITIONS PRECEDENT
I
Plaintiff-in-Intervention STRANGEWAYS LLC, hereinafter referred to “Plaintiff
Strangeways,” is a Texas limited liability company having its principal offices and doing
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 1
business in Dallas County, Texas. Defendant-in-Intervention ANNA M. MARTINEZ,
hereinafter referred to as “Defendant Martinez,” is an individual resident of Dallas County,
Texas, and may be served with citation at her residence at 5419 Nomas Street, Dallas, Texas
75212. Defendant-in-Intervention PASHA & SINA, INC., hereinafter referred to as “Defendant
P&S,” is a Texas corporation that has appeared in this case, and therefore personal service of
citation on Defendant P&S is not necessary. Defendant Martinez and Defendant P&S are
sometimes hereinafter collectively referred to as “Defendants.” For the reasons set out below,
Plaintiff Strangeways is interested in the subject matter of this case between Defendant Martinez
and Defendant P&S and is therefore intervening herein to seek relief against Defendants.
I.
Plaintiff Strangeways seeks monetary relief of $100,000.00 or less and non-monetary
relief, with such monetary relief to include damages of any kind, penalties, costs, expenses, pre-
judgment interest and attorneys’ fees. Such damages are within the jurisdictional limits of this
Court. Plaintiff Strangeways also demands judgment for all the other relief to which Plaintiff
Strangeways deems itself entitled. This case should be controlled by a Level 2 discovery plan.
Ml.
All conditions precedent to the bringing of this action by Plaintiff Strangeways against
Defendants have been met.
FACTS
IV.
On or about August 3, 2011, Defendant Martinez as Lessor and Plaintiff Strangeways as
Lessee entered into a certain Commercial Lease Agreement bearing such date, hereinafter called
the “Original Lease,” covering certain premises located at 2419 Fitzhugh Avenue, Dallas, Texas
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 2
75204, hereinafter called the “Demised Premises.” A true and correct copy of the Original Lease
is attached as Exhibit A to this Original Petition in Intervention and is incorporated herein by this
reference. The Original Lease sets out the legal description of the Demised Premises as “GOLF
PARK WEST 35' LOT 6 & E 46' LOT 7 VOL95084/4450,” a short form of the West 35 feet of
Lot 6 and the East 46 feet of Lot 7, Golf Park Addition to the City of Dallas, per the deed to
Lessor recorded at Volume 95084, Page 4450, Official Public Records, Dallas County, Texas.
On or about August 1, 2021, Defendant Martinez as Lessor and Plaintiff Strangeways as Lessee
entered into a certain Lease Renewal Agreement bearing such date, hereinafter called the
“Extension Agreement,” extending the term of the Original Lease through August 3, 2031. A
true and correct copy of the Extension Agreement is attached as Exhibit B to this Original
Petition in Intervention and is incorporated herein by this reference. The Original Lease, as
extended by the Extension Agreement, is hereinafter referred to as the “Lease.”
V
Article XVI of the Lease provides as follows:
XVI. Right of First Refusal
1 Grants of Right of First Refusal: In the event that the Lessor
receives a bona fide written offer from a third party ("Third Party Offer") to
purchase the Property that the Lessor intends to accept, Lessor shall first offer to
sell the Property to Lessee on the same terms and conditions as contained in the
Third Party Offer.
2 Notice: Upon receipt of a Third Party Offer that Lessor intends to
accept, Lessor shall promptly provide Lessee with written notice of the terms and
conditions of the Third Party Offer. This notice shall include a copy of the Third
Party Offer.
3 Exercise of Right: Lessee shall have 90 days from receipt of the
notice described in Paragraph 2 above to notify Lessor in writing of Lessee's
decision to purchase the Property on the terms and conditions contained in the
Third Party Offer. If Lessee fails to provide such notice within the specified
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE3
timeframe, Lessor shall be free to sell the Property to the third party pursuant to
the terms of the Third Party Offer.
4 Completion of Sale: If Lessee exercises its right to purchase the
Property pursuant to this Right of First Refusal, both parties agree to execute all
necessary documents and perform all required actions to complete the sale in a
timely manner, no later than 60 days from the date of Lessee's notice of intent to
purchase.
J Binding Nature: This Right of First Refusal shall bind and benefit
both parties and their respective heirs, executors, administrators, successors, and
assigns.
While the capitalized term “the Property” is not defined in the Original Lease Agreement, the
Extension Agreement defines the term “the Property” to be the property located at 2419 Fitzhugh
Avenue, Dallas, Texas 75204, where the Demised Premises are located.
VI.
Plaintiff Strangeways has at all times duly and faithfully performed its obligations under
the Lease, which continues in full force and effect. At all relevant times Plaintiff Strangeways
wanted and intended to purchase the Property when it became available. On or about September
8, 2023, Plaintiff Strangeways received a text message from Defendant Martinez’s broker
advising that the Property had been sold to a third party, and Plaintiff Strangeways has since
learned that Defendant Martinez had entered into a certain Commercial Contract — Improved
Property dated August 26, 2023, by and between Defendant Martinez, as seller, and Defendant
P&S, as buyer, hereinafter referred to as the “Contract.” As a result of a series of errors and
misrepresentations made by the real estate broker representing Defendant Martinez, Defendant
Martinez entered into the Contract without complying with Article XVI of the Lease. Defendant
Martinez therefore unintentionally breached the provisions of Article XVI of the Lease by
entering into the Contract. Plaintiff Strangeways’ copy of the Lease had long been placed in
storage, and Plaintiff Strangeways was led to believe that it was being forced out of its right to
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 4
acquire the Property and that it had no options other than to renegotiate the Lease with Defendant
P&S or close its business at the Property. Plaintiff Strangeways was not willing to renegotiate
the Lease and for several weeks believed that it would have to close its business at the Demised
Premises. Nevertheless, when Plaintiff Strangeways learned of the real estate broker’s errors and
misrepresentations and was able to review the terms of the Lease, Plaintiff Strangeways decided
instead to pursue its rights under the Lease and retained counsel to do so. After Plaintiff
Strangeways made demand on Defendant Martinez for performance of Article XVI under the
Lease, she was and remains willing to cure her default by complying with Article XVI of the
Lease. Defendant P&S has nevertheless demanded that Defendant Martinez continue to breach
the terms of the Lease and close the sale of the Property under the Contract without complying
with Article XVI of the Lease. Defendant P&S is not privileged to do so, as the Contract
provides that Defendant P&S will acquire the Property subject to the terms of the Lease and
assume all obligations of Defendant Martinez under the Lease. Defendant P&S is thereby
tortiously interfering with the rights of Plaintiff Strangeways under the Lease and is exposing
Defendant Martinez to unjustified personal liability and the ongoing litigation. Plaintiff
Strangeways is in possession of the Property, and the rights of Plaintiff Strangeways to acquire
the Property under the Lease are therefore superior to any rights of Defendant P&S. The rights
of Plaintiff Strangeways under the Lease cannot be extinguished by a sale of the Property.
Vile
As a result of the misconduct of Defendant P&S set out above, Defendant Martinez
executed and delivered a Notice of Seller’s Termination of the Contract dated October 19, 2023.
hereinafter the “Notice of Termination,” stating as a reason for termination that the rights of
Plaintiff Strangeways under the right of first refusal had not been satisfied. Defendant Martinez
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 5
also stated as an additional reason for such termination that one or more representatives of
Defendant P&S were harassing her granddaughter. The Notice of Termination forms the basis of
this suit by Defendant P&S against Defendant Martinez, with Defendant P&S attempting to force
Defendant Martinez to close the sale of the Property to Defendant P&S against her will in
violation of the rights of Plaintiff Strangeways. On information and belief, Defendant P&S also
does not intend to honor Article XVI of the Lease or any of the other terms of the Lease if
Defendant P&S should acquire the Property, as Defendant P&S baselessly alleges that the Lease
is no more than a “purported” lease. Defendant Martinez acknowledges the Lease and its Article
XVI as valid, and the conduct of Defendant P&S therefore exposes Defendant Martinez to
ongoing personal liability and litigation if Defendant Martinez should sell the Property to
Defendant P&S. Defendant Martinez has no obligation to sell to Defendant P&S when
Defendant P&S is unwilling to assume and perform the Lease according to its terms.
VIII.
Plaintiff Strangeways therefore intervenes on this action to establish the validity of the
Lease and to enforce its rights under the Lease, including the right of first refusal under Article
XVI of the Lease, as against Defendants.
ACTION FOR DECLARATORY RELIEF AGAINST DEFENDANTS
Tx.
Plaintiff Strangeways hereby incorporates by reference the allegations of numbered
Paragraphs I-VIII above as part of the following cause of action.
x
Plaintiff sues Defendants under the Texas Declaratory Judgments Act, Texas Civil Practice
& Remedies Code §37.001 et seg. and requests a declaratory judgment against Defendants declaring
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 6
that the Lease is valid and binding, enforceable as against Defendant Martinez and her successors
and assigns in ownership of the Property, including without limitation, Defendant P&S should it
acquire the Property under the Contract.
Xi.
Plaintiff Strangeways further seeks an award of reasonable and necessary attorneys’ fees
in connection with such declaratory judgment as provided in the Texas Declaratory Judgments
Act.
ACTIONS FOR SPECIFIC PERFORMANCE AGAINST DEFENDANTS
XI.
Plaintiff Strangeways hereby incorporates by reference the allegations of numbered
Paragraphs I-VIII above as part of the following cause of action.
XIII.
Article XVI of the Lease is a valid and enforceable contract granting Plaintiff an option
for the purchase and sale of the Property on the terms set forth in the Lease, which contract
Defendant Martinez has breached. Defendant P&S demands that she continue to breach such
contract, notwithstanding that Defendant P&S has agreed to assume her obligations under the
Lease. As a result of Defendant Martinez's breach, and as a result of Defendant P&S’s
interference with the rights of Plaintiff Strangeways under the Lease, Plaintiff Strangeways
hereby sues Defendants seeking specific performance of Article XVI of the Lease, initially
against Defendant Martinez, and if Defendant P&S should acquire the Property while this
action is pending, also against Defendant P&S as her successor in interest.
PLAINTIFF'S ORIGINAL PETITION IN INTERVENTION PAGE7
XIV.
Plaintiff has previously presented its claims and demand for performance to Defendants,
but Defendants have nevertheless failed and refused to comply or to allow compliance with the
obligations of the Lease. Plaintiff has therefore been required to employ the undersigned
attorneys to protect and enforce Plaintiff's rights and has agreed to pay a reasonable fee for such
services, Plaintiff has incurred and will continue to incur reasonable attorney's fees for such
services, which one or both of the Defendants are obligated to pay pursuant to Texas Civil
Practice & Remedies Code §38.001 et seg. Such reasonable and necessary attorneys’ fees amount
to at least $50,000.00 for one trial of this cause, plus an additional $15,000.00 should this cause
be appealed to the Court of Appeals and at least an additional $10,000.00 if review of this cause
is sought before the Texas Supreme Court. Plaintiff Strangeways therefore seeks an award of
reasonable and necessary attorneys’ fees against Defendants to the extent obligated under the
Lease as provided in Texas Civil Practice & Remedies Code §38.001 et seg.
APPLICATION FOR TEMPORARY INJUNCTION
XV.
Unless enjoined from taking further actions of the type described above pending trial on
this matter, Defendants will continue to breach and as applicable to cause a breach of the Lease.
As a proximate result of the continuation of Defendants’ present course of conduct, Plaintiff
Strangeways will suffer additional losses and damages of the kind alleged, thereby causing
Plaintiff Strangeways irreparable harm that is not readily measured or compensated with money
damages. Accordingly, a present action for damages is not an adequate remedy. It is not
beneficial to the public welfare or economy that Defendants should continue without the Court's
interference to prevent future injury to Plaintiff Strangeways or that Defendants should be
PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 8
permitted to engage in their improper course of conduct. Defendants’ financial loss, if enjoined,
would not so greatly exceed potential damages for future injury to Plaintiff Strangeways that a
temporary injunction should be withheld. There is no policy reason why a temporary injunction
should not be issued enjoining Defendants from taking any action specified in Paragraph XVI
below pending trial on the merits of this cause. The equities favor the grant of injunctive relief
pending trial.
XVI.
Plaintiff therefore requests that on hearing the Court enter a temporary injunction
enjoining Defendants, pending trial on the merits, from actions, taken directly or indirectly, in
furtherance of closing under the Contract. As and to the extent that the Court determines not to
grant Plaintiff all relief that Plaintiff seeks under such temporary injunction order, Plaintiff asks
that the Court grant Plaintiff such relief under such temporary injunction order as the Court
deems just and proper based on Plaintiff's showing herein.
PRAYER
WHEREFORE. PREMISES CONSIDERED, Plaintiff Strangeways requests that
Defendant Martinez be cited to appear and answer herein; Defendant P&S being already before
the Court, and that upon final hearing Plaintiff have judgment against Defendants as follows:
1 On preliminary hearing, issuance of a temporary injunction enjoining Defendants
from taking any action described in Paragraph XVII hereof, incorporated in this
prayer by this reference, pending final trial on Plaintiff Strangeways’ rights
hereunder;
On final hearing judgment in favor of Plaintiff Strangeways against Defendant
Martinez and Defendant P&S declaring that the Lease is valid and binding,
PIA ORIGINAL PETITION IN INTERVENTION PAGE 9 OF II
enforceable as against Defendant Martinez and her successors and assigns, including
without limitation, Defendant P&S should it acquire the Property under the Contract.
On final hearing judgment granting Plaintiff specific performance of Article XVI
of the Lease, ordering that Defendant Martinez, or in the alternative, Defendant
P&S, as applicable, cure the breach of such provisions by delivering the notice
required by Article XVI of the Lease and perform in accordance with its terms.
On final hearing judgment for reasonable attorney's fees in an amount to be
proved at trial, together with all costs of suit; and
Oon final hearing Plaintiff Strangeways demands judgment against Defendants
for such other and further relief, at law or in equity, both general and special, to
which Plaintiff Strangeways may deem itself entitled.
Respectfully submitted.
5335 Spring Valley Road THOMAS, CINCLAIR & BEUTTENMULLER.
Lal
Dallas, Texas 75254-3009 PLLC, a P; ited Liability Company
(972) 991-2121
(972) 991-3220 (Facsimile) By Neb vt walle
rudybeutt@tcblawfirm.com Rudy utten: ler
State B: 02275200
ATTORNEYS FOR INTERVENOR
STRANGEWAYS LLC
CERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing Intervenor Strangeways LLC’s
Original Petition in Intervention has been forwarded by the Court’s electronic filing system and
by e-mail to Ronald L. Holmes, Esq., Holmes Firm P.C., International Plaza III, 14241 Dallas
Parkway, Suite 800, Dallas, Texas 75254, ron@itheholmesfirm.com com on the day of
October, 2013.
Le
BeMenttulle
Rudy Bdutter
dattentyiller
PIA ORIGINAL PETITION IN INTERVENTION PAGE 10 OF 11
VERIFICATION
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned Notary Public, on this day personally appeared ERIC I
SANCHEZ, Member of STRANGEWAYS LLC, Plaintiff in Intervention herein, who being by
me duly sworn upon his oath deposed and said that he is a Member of Plaintiff; that he is duly
qualified and authorized in all respects to make this Verification and to testify in this case; that
he has read the above and foregoing Plaintiffs Original Petition in Intervention and this
Verification; that as a consequence of his position as a Member of Plaintiff, he has personal
knowledge of each statement contained in the foregoing Plaintiffs Original Petition in
Intervention and in this Verification; that he has made diligent inquiry and examination into each
statement contained in such Plaintiff's Original Petition in Intervention and this Verification; and
that every statement contained in such Plaintiff's Original Petition in Intervention and in this
Verification is within his personal knowledge and is true and comes
ZA:
ERIC I. SANCHEZ
SUBSCRIBED AND SWORN TO BEFORE ME on this CP yAay of October, 2023, to
certify Whielwvitness 1 my hand and official seal.
ss NoRIE Cag,
SEAL Onn jaeN0p Nn bears
Te ce ae Ndtary Public in t for the
State of Texas
“aot
My conta P-2676
G - Printed Name of Notary: Mallos Me Manns
PIA ORIGINAL PETITION IN INTERVENTION PAGE 11 OF 11
COMMERCIAL LEASE AGREEMENT
This Lease Agreement rade the 3 day of AUGUST, 2011, by and between ANNA M MARTINEZ,
of 1709 AVE F, GRAND PRAIRIE, TX 75061 State of TEXAS, hereinafter referred to as "Lessor",
and STRANGEWAYS LLC of 2800 KNIGHT STREET APT 4, DALLAS, TX 75219, State of
TEXAS, hereinafier referred to as "Lessee", coilectively referred to herein as the “Parties”, agree
as follows:
1. Commercial Preperty: The Lessor agrees to lease to the Lessee the following described 3,060
square feet (SF) of EMPTY SHELL SPACE located at 2429 FITZHUGH AVE, DALLAS, TX 75204,
State of Texas.
Additional Description: GOLF PARK WEST 35'LOT 6 & E 46'LOT 7 VOL95084/4450
1
Herein afsf ter known as the aD,Pp remises”
il, Period of Tenancy: The term of this Lease shall be for a period of 10 year(s) commencing on
the 3RD day of AUGUST, 2011 and expiring at Midnight on the 3RD day of AUGUST, 2021.
(“Initial Term”)
fll. Monthiy Payments: The net monthly payment shall be THREE THOUSAND dollars ($3,000),
payable monthly with the first payment due upon the commencement of the Lease and each
monthly installment payable thereafter on the 12TH day of each month. Said net monthly payment
is-hereafter referred to as the "Base Reni". Rent for any period during the term hereon, which is for
7
less than 1 month shall be a pro-rata portion of the monthly rent.
({¥. Security Deposit: in addition to the above, a deposit in the amount of TEN THOUSAND
dollars ($10,000), shall be due and payable in advance or at the signing of this Lease, hereinafter
referred to as the “Security Deposit’, and shall be held in escrow by the Lessor in a separaie,
interest-bearing savings account as security for the faithful performance of the terms and
conditions of the Lease. The Security Deposit may not be used to pay the last month’s rent unless
written permission is granted by the Lessor.
Y. Commercial Use: The Lessor is leasing the Premises to the Lessee and the Lessee is hereby
agreeing to lease the Premises for the following use and purpose: OPERATING A BAR WITH
FOOD AND LIQUOR SERVICES TO THE PUBLIC, INCLUDING SPECIAL EVENTS, PATIO
SERVICE.
Any change in use or purpose the Premises other than as described above shall be upon prior
written consent of Lessor only.
Vi. Renewai Option: (Check One)
0 - Lessee may not renew the Lease.
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X - Lessee may have the right to renew the Lease with a total of 1 renewal period(s) with each
term being 10 year(s) which may be exercised by giving written notice to Lessor no less than 60
days prior to the expiration of the Lease or renewal period.
Rent for each option period shail: (Check One)
EXHIBIT
4
8 A
C - Noi increase.
UO - increase as calculated by multiplying the Base Rent by the annual change in ihe
Consumer Price Index (CPI) published by the Bureau of Labor Siatisiics by the most recent
publication to the option period siart date.
C1 - increase by %
X- Increase by FIFTEEN HUNDRED dollars ($1,500)
Vii. Expenses: [Check and Initial whether this Lease is Gross, Modified Gross, or Tripfe Net
NNNJ}
X- GROSS. Tenant's initials 2 Landlord's Initials YA
ft is the intention of the Parties that this Lease be considered a “Gross Lease” and as such, the
Base Rent is the entirety of the monthly rent. Therefore, the Lessee is not obligated to pay any
additional expenses which includes utilities, real estate taxes, insurance (other than on the
Lessee’s personal property), charges or expenses of any nature whatsoever in connection with the
ownership and operation of the Premises. The Lessor shall be obligated to maintain the general
exterior structure of the Premises, in addition, shall maintain all major systems such as the heating,
plumbing, and electrical. The parking area shall be maintained by the Lessor including the removal
of any snow or environmental hazards as well as the grounds and lands surrounding the Premises
The Lessor shall maintain at their expense casualty insurance for the Premises against loss by fire
which may or may not include any extended coverage. The Lessee will provide and maintain
personal liability and property damage insurance as a lessee, at least to the limits of One Million
Dollars ($1,000,900.00), that will designate the Lessor as an “also named insured", and shall
provide the Lessor with a copy of such insurance certification or policy prior to the effective date of
this Lease.
Operating Expenses, The Lessor shall have no obligation to provide any services,
perform any acts, or pay expenses, charges, obligations or cosis of any kind whatsoever
with respect to the Premises. The Lessee hereby agrees to pay one-hundred percent
(100%) of any and all Operating Expenses as hereafter defined for the entire term of the
Lease and any extensions thereof in accordance with specific provisions hereinafter set
forth. The term “Operating Expenses” shall include all costs to the Lessor of operating
and maintaining the Premises, and shall include, without limitation, management fee(s),
heating, air conditioning, HVAC, electricity, water, waste disposal, sewage, operating
materials and supplies, service agreements and charges, lawn care, snow removal,
restriping, repairs, repaving, cleaning and custodial, security, insurance, the cost of
contesting the validity or applicability of any governmental acts which may affect
operating expenses, and all other direct operating costs of operating and maintaining the
Premises and related parking areas, unless expressly excluded from operating expenses.
2 Taxes, Lessor shall pay, during the term of this Lease, the real estate taxes
including any special taxes or assessments (collectively, the "taxes") attributable to the
Premises and accruing during such term.
VEL & ehold Improvenn The Lessee agrees that no leasehold improvements will be made
by Lessor prior to commencement of rent. Any alterations or changes of arty nature, (except for
those listed on any attached addenda) shall be made to the leasehold premises or ihe exterior of
the building without first obtaining the consent of the Lessor in writing, which consent shail rot be
unreasonably withheld, and thereafter, any and all leasehold irnprovemsents made to the Premises
which become affixed or attached to the leasehold Premises shall remain the property of the
Lessee at the expiration or termination of this Lease Agreement. Furthermore, any teasehold
improvements shall be made only in accordance with applicable federal, state or local codes,
erdinances or regulations, having due regard for the type of construction of the building housing
the subject leasehold Premises. If the Lessee makes any improvements to the Premises the
Lessee siall be responsible payment. All fixtures including Mechanical Sysiems, Kitchen
Equipment, and Grease Interceptor shall remain property of Lessee and can be removed at
Lessee’s discretion.
IX. Licenses & Permits: A copy of any and all local, state or federal permits acquired by the
Lessee which are required for the use of ihe Premises shall be kept on site at all times and shalt
be readily accessible and produced to the Lessor and/or their agents or any local, state, or federal
officials upon demand.
X. Obligations of Lessee: The Lessee shall be primarily responsible whenever needed for the
maintenance and general pickup of the entranceway leading into the Premises, so that this is kept
in a neat, safe and presentable condition. The Lessee shall also be responsible for all minor
repairs and maintenance of the leasehold Premises, particularly those items which need
immediate attention and which the Lessees, or their employees, can do and perform on their own,
including but not limited to, the replacement of light bulbs, as well as the normal repair and
cleaning of windows, cleaning and clearing of toilets, etc., and the Lessee shall properly maintain
the Premises in a good, safe, and clean condition. The Lessee shall properly and promptly remove
aii rubbish and hazardous wastes and see that the same are properly disposed of according to aii
local, state or federal laws, rules regulations or ordinances.
In the event the structure of the Premises is damaged as a result of any neglect or negligence of
Lessee, their employees, agenis, business invitees, or any independent contractors serving the
Lessee or in any way as a result of Lessee’s use and occupancy of the Premises, then the Lessee
shall be primarily responsible for seeing that the proper claims are placed with the Lessee’s
insurance company, or the damaging party's insurance company, and shall furthermore be
responsible for seeing that the building is safeguarded with respect to said damage and that all
proper notices with respect to said damage, are made in a timely fashion, including notice to the
Lessor, and the party or parties causing said damage. Any damage that is not covered by an
insurance company will be the !iabitity of the Lessee.
The Lessee shall, during the term of this Lease, and in the renewal thereof, at its sole expense,
keep the interior of the Premises in as good a condition and repair as it is at the date of this Lease,
reasonable wear and use excepted. This obligation would include the obligation to replace any
plate glass damaged as a result of the neglect or acts of Lessee or her guests or invitees.
Furthermore, the Lessee shall not knowingly commit nor permit to be committed any act or thing
contraty to the rules and regulations prescribed from time to time by any federal, state or local
authorities and shall expressly not be allowed to keep or maintain any hazardous waste materials
or contaminates on the Premises. Lessee shall also be responsible for the cost, if any, which
would be incurred to bring contemplated operation and business activity into compliance with any
law or regulation of a federal, state or local authority.
x SubletfAssion : The Lessee may ret transi ¢ or assign this Lease, or any right or interest
hereunder or suble' d leased Premises or any p: i thereof without first obtaining the prior written
consent and approval of the Lessor.
MUL. Damage to Leased Premises: In the event the building housing the Premises shall be
destroyed or damaged as a result of any fire or other casualty which is not the result of the
intentional acts or neglect of Lessee and which precludes or adversely affects the Lessee’s
occupancy of the Premises, then in every such cause, the rent herein set forth shall be abated or
adjusted according to the extent to which the leased Premises have been rendered unfit for use
and occupation by the Lessee and until the demised Premises have been put in a condition at the
expense of the Lessor, ai ieast io the extent of the value and as neariy as possibile io the condition
of the Premises existing immediately prior to such damage. It is understood, however, in the event
of total or substantial destruction to the Premises that in no event shall the Lessor’s obligation to
restore, replace or rebuild exceed an amouni equal to the sum of the insurance proceeds available
for reconstruction with respect to said damage.
XIV. Default & Possession: In the eveni that the Lessee shall fail to pay said rent, and expenses
as set forth herein, or any part thereof, when the same are due and payable, or shall otherwise be
in default of any other terms of said Lease for a period of more than 60 days, after receiving notice
of said default, then the parties hereto expressly agree ‘and covenant that ihe Lessor may declare
the Lease terminated and may immediately re-enter said Premises and take possession of the
same together with any of Lessee’s personal property, equipment or fixtures left on the Premises
which items may be held by the Lessor as security for the Lessee’s eventual payment and/or
satisfaction of rental defaults or other defaults of Lessee under the Lease. It is further agreed, that
if the Lessee is in default, that the Lessor shall be entitled to take any and all action to protect its
interest in the personal property and equipment, to prevent the unauthorized removal of said
property or equipment which threatened action would be deemed to constitute irreparable harm
and injury to the Lessor in violation of its security interest in said items of personai property.
Furthermore, in the event of default, the Lessor may expressly undertake all reasonable
preparations and efforts to release the Premises including, but not limited to, the removal of all
inventory, equipment or leasehold improvements of the Lessee’s, at the Lessee’s expense, without
the need to first procure an order of any court to do so, although obligated in the interim to
undertake reasonable steps and procedures to safeguard the value of Lessee’s property, including
the storage of the same, under reasonable terms and conditions at Lessee’s expense, and, in
addition, it is understood that the Lessor may sue the Lessee for any damages or past rents due
and owing and may undertake all and additional legal remedies then available.
In the event any legal action has to be instituted to enforce any terms or provisions under this
Lease, then the prevailing party in said action shail be entitled to recover a reasonable attorney's
fee in addition to all costs of said action.
Rent which is in default for more than 90 days after due date shall accrue a payment penalty of
one of the following:
(Choose One)
X - Interest at a rate of TEN percent (10%) per annum on a MONTHLY basis until the amount is
paid in full.
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in this regard, aif delirquent rental payrnents made shall be applied first toward interest due end
ihe remaining toward delinquent rentat payments.
XY. lindeminificatien: The Lessee hereby covenanis and agrees to indemnify, defend and hoid the
Lessor harmless from any and all claims or liabilities which may arise from any cause whatsoever
as 2 result of Lessee’s use and occupancy of the Premises, and further shall indemnify the Lessor
for any losses which the Lessor may suffer in connection with the Lessee’s use and occupancy or
care, custody and control of the Premises. The Lessee also hereby covenants and agrees to
indemnify and hold harmless the Lessor from any and all claims or liabilities which may arise from
any latent defects in the subject Premises that the Lessor is not aware of at the signing of the
lease or at any time curing the lease term.
KI. Right of First Refusal
4 Granis of Right of First Refusal: In the event that the Lessor receives a bona fide written offer
from a third party ("Third Party Offer") to purchase the Property that the Lessor intends to
accept, Lessor shall first offer to sell the Property to Lessee on the same terms and conditions
as contained in the Third Party Offer.
Notice: Upon receipt of a Third Party Offer that Lessor intends to accept, Lessor shall promptly
provide Lessee with written notice of the terms and conditions of the Third Party Offer. This
notice shail include a copy of the Third Party Offer.
Exercise of Right: Lessee shall have 90 days from receipt of the notice described in Paragraph
2 above to notify Lessor in writing of Lessee's decision to purchase the Property on the terms
and conditions contained in the Third Party Offer. If Lessee fails fo provide such notice within
the specified timeframe, Lessor shall be free to sell the Property to the third party pursuant to
the terms of the Third Party Offer.
Completion of Sale: If Lessee exercises its right to purchase the Property pursuant to this Right
of First Refusal, both parties agree to execute all necessary documents and perform all
required actions to complete the saie in a timely manner, no later than 60 days from the date of
Lessee's notice of intent to purchase.
Binding Nature: This Right of First Refusal shall bind and benefit both parties and their
respective heirs, executors, administrators, successors, and assigns
XVI. Miscellaneous Terms:
4 Usage by Lessee: Lessee shall comply with all rules, regulations and laws of any
governmental authority with respect to use and occupancy. Lessee shall not conduct or
permit to be conducted upon the Premises any business or permit any act which is contrary
to or in violation of any law, rules or regulations and requirements that may be imposed by
any authority or any insurance company with which the Premises is insured, nor will the
Lessee allow the Premises to be used in any way which wiil invalidate or be in conflict with
any insurance policies applicable to the building. In no event shall explosives or extra
hazardous materials be taken onto or retained on the Premises. Furthermore, Lessee shall
not instal! or use any equipment that will cause undue interference with the peaceable and
quiet enjoyment of the Premises by other tenants of the building. (Continue Section on the
Next Page)
2. Signs: Lessee shall not place on any exterior door, wall or window of the Premises any sign
or advertising matter without Lessor’s prior written consent and the approval of ihe
[Municipality]. Thereafter, Lessee agrees to
maintain such sign or advertising matter as first approved by Lessorin good condition and
repair. Furthermore, Lessee shall conform to any uniform reasonable sign plan or policy that
the Lessor may introduce with respect to the building. Upon vacating the Premises, Lessee
agrees to remove all signs and to repair all damages caused or resulting from such removal.
3. Peis: Unless otherwise stated in this Lease Agreement, the only peis that shail be allowed
on the Premises are those needed legally due to a disability or handicap.
4. Condition of Premises/lnspection by Lessee: The Lessee has had the opportunity to
inspect the Premises and acknowledges with its signature on this lease that the Premises are
in goad condition and comply in ail respects with the requirements of this Lease.
Furthermore, the Lessor rnakes no representation or warranty with respect to the condition of
the Premises or its fitness or availability for any particular use, and the Lessor shall not be
liable for any latent or patent defect therein. Furthermore, the Lessee represents that Lessee
has inspected the Premises and is leasing and will fake possession of the Premises with all
current fixtures present in their “as is” condition as of the date hereof.
XX. Holdover: Should Lessee remain in possession of the Premises after the cancellation,
expiration or sooner termination of the Lease, or any renewal thereof, without the execution of a
new Lease or addendum, such holding over in the absence of a written agreement to the contrary
shall be deemed, if Lessor so elects, to have created and be construed to be a tenancy from
month to month, terminable upon thirty (90) days’ notice by either party.
XXI, Waiver: Waiver oy Lessor of a default under this Lease shall not constitute a waiver of a
subsequeni default of any nature.
XX. Governing Law: This Lease shall be governed by the laws of the Stale of Texas.
XX. Notices: Payments and notices shall be addressed to the following:
Lessor
ANNA M MARTINEZ, of 1709 AVE F, GRAND PRAIRIE, TX 75061 State of TEXAS
Lessee
STRANGEWAYS LLC C/O ERIC SANCHEZ, 2429 FITZHUGH AVE, DALLAS TX 75204
XXIV. Amendment: No amendment of this Lease shall be effective unless reduced to writing and
subscribed by the parties with all the formality of the original.
XXV. Binding Effect: This Lease and any amendmenis thereto shall be binding upon the Lessor
and the Lessees and/or their respective successors, heirs, assigns, executors and administrators.
IN WITNESS WHEREOF, the parties hereto set their hands and seal this fe day of
uve + 20))
Lessee’s Sig ture Printed Name
CLE wo c=
ERIC SANCHEZ — STRANGEWAYS LLC
Lessor’s Signature Printed Name
Lo. Lif. “ae hg, ANNA M MARTINEZ
LEASE RENEWAL AGREEMENT
This Lease Renewal Agreement (“Agreement”) is made this made the 1st day of AUGUST, 2021, by and
between ANNA M MARTINEZ, of 5419 NOMAS ST, DALLAS, TX 75212 State of TEXAS, hereinafter
referred to as "Lessor", and STRANGEWAYS LLC of 2429 FITZHUGH AVE, DALLAS, 1» vy
TX 75204,
State of
TEXAS, hereinafter referred to as "Lessee", collectively referred to herein as the “Parties”, agree as
follows:
WHEREAS, the Lessor and Lessee entered into a lease agreement dated [original lease date, e.g.,
“August 3, 2011" for the property located 2429 FITZHUGH AVE, DALLAS, TX 75204, hereinafter referred
toas the "Property";
WHEREAS, both parties desire to renew said lease agreement under the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the promises and covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
Lease Renewal: The lease dated "August 3, 2011" is hereby renewed for a period of 120
months, beginning on August 3rd 2021 and ending on August 3rd 2031.
Rent: The monthly Gross rent for the renewal term shall be $4,500 payable on the 15th day of
each month.
Terms and Conditions: Except as expressly provided in this Agreement, all terms and conditions
of the original lease shall remain in fuli force and effect. Any modifications or changes to the
original lease shall be in writing and attached hereto.
Notices: All notices under this Agreement shall be in writing and shall be delivered by hand or
sent by registered or certified mail to the addresses provided in the original lease, or to such
other addresses as may be designated by the parties in writing.
Entire Agreement: This Agreement contains the entire agreement between the parties and
supersedes all prior negotiations, understandings, and agreements between the parties.
Governing Law: This Agreement shall be governed by and construed in accordance with the
jaws of the State of Texas.
Binding Effect: This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
Initial £7 #
T
initial 7-5
EXHIBIT
1p
IN WITNESS WHEREGE, the parties hereto have executed this Lease Renewal Agreement as of the date
first above written.
iN WITNESS WHEREGE, the parties hereto set their hands and seal this 1st day of August, 2021.
Lessee’s Signature Printed Name
A 5,Hw v
fe
ERIC SANCHEZ — STRANGEWAYS LLC
Lessor’s Signature Printed Name
Ata bey “Dy 43} ANNA M MARTINEZ
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 r
Preview
FILED 10/26/2023 3:07 PM FELICIA PITRE $80 PAID DISTRICT CLERK DALLAS CO., TEXAS Kryshawna Charleston DEPUTY 1 CIT E-SERVE CAUSE NO. DC-23-17837 PASHA & SINA, INC., IN THE DISTRICT COURT Plaintiff, vs. 1347 JUDICIAL DISTRICT ANNA M. MARTINEZ, Defendant. DALLAS COUNTY, TEXAS STRANGEWAYS LLC, Plaintiff in Intervention, vs. ANNA M. MARTINEZ and PASHA & SINA, INC., Defendants in Intervention. INTERVENOR STRANGEWAYS LLC’S ORIGINAL PETITION IN INTERVENTION AND APPLICATION FOR TEMPORARY INJUNCTION TO THE HONORABLE JUDGE OF SAID COURT: COMES NOW STRANGEWAYS LLC, a Texas limited liability company, files this its Original Petition in Intervention against original Plaintiff PASHA & SINA, INC., and original Defendant ANNA M. MARTINEZ, and would respectfully show unto the Court as follows: PARTIES, SERVICE, RELIEF REQUESTED, DISCOVERY PLAN, CONDITIONS PRECEDENT I Plaintiff-in-Intervention STRANGEWAYS LLC, hereinafter referred to “Plaintiff Strangeways,” is a Texas limited liability company having its principal offices and doing PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 1 business in Dallas County, Texas. Defendant-in-Intervention ANNA M. MARTINEZ, hereinafter referred to as “Defendant Martinez,” is an individual resident of Dallas County, Texas, and may be served with citation at her residence at 5419 Nomas Street, Dallas, Texas 75212. Defendant-in-Intervention PASHA & SINA, INC., hereinafter referred to as “Defendant P&S,” is a Texas corporation that has appeared in this case, and therefore personal service of citation on Defendant P&S is not necessary. Defendant Martinez and Defendant P&S are sometimes hereinafter collectively referred to as “Defendants.” For the reasons set out below, Plaintiff Strangeways is interested in the subject matter of this case between Defendant Martinez and Defendant P&S and is therefore intervening herein to seek relief against Defendants. I. Plaintiff Strangeways seeks monetary relief of $100,000.00 or less and non-monetary relief, with such monetary relief to include damages of any kind, penalties, costs, expenses, pre- judgment interest and attorneys’ fees. Such damages are within the jurisdictional limits of this Court. Plaintiff Strangeways also demands judgment for all the other relief to which Plaintiff Strangeways deems itself entitled. This case should be controlled by a Level 2 discovery plan. Ml. All conditions precedent to the bringing of this action by Plaintiff Strangeways against Defendants have been met. FACTS IV. On or about August 3, 2011, Defendant Martinez as Lessor and Plaintiff Strangeways as Lessee entered into a certain Commercial Lease Agreement bearing such date, hereinafter called the “Original Lease,” covering certain premises located at 2419 Fitzhugh Avenue, Dallas, Texas PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 2 75204, hereinafter called the “Demised Premises.” A true and correct copy of the Original Lease is attached as Exhibit A to this Original Petition in Intervention and is incorporated herein by this reference. The Original Lease sets out the legal description of the Demised Premises as “GOLF PARK WEST 35' LOT 6 & E 46' LOT 7 VOL95084/4450,” a short form of the West 35 feet of Lot 6 and the East 46 feet of Lot 7, Golf Park Addition to the City of Dallas, per the deed to Lessor recorded at Volume 95084, Page 4450, Official Public Records, Dallas County, Texas. On or about August 1, 2021, Defendant Martinez as Lessor and Plaintiff Strangeways as Lessee entered into a certain Lease Renewal Agreement bearing such date, hereinafter called the “Extension Agreement,” extending the term of the Original Lease through August 3, 2031. A true and correct copy of the Extension Agreement is attached as Exhibit B to this Original Petition in Intervention and is incorporated herein by this reference. The Original Lease, as extended by the Extension Agreement, is hereinafter referred to as the “Lease.” V Article XVI of the Lease provides as follows: XVI. Right of First Refusal 1 Grants of Right of First Refusal: In the event that the Lessor receives a bona fide written offer from a third party ("Third Party Offer") to purchase the Property that the Lessor intends to accept, Lessor shall first offer to sell the Property to Lessee on the same terms and conditions as contained in the Third Party Offer. 2 Notice: Upon receipt of a Third Party Offer that Lessor intends to accept, Lessor shall promptly provide Lessee with written notice of the terms and conditions of the Third Party Offer. This notice shall include a copy of the Third Party Offer. 3 Exercise of Right: Lessee shall have 90 days from receipt of the notice described in Paragraph 2 above to notify Lessor in writing of Lessee's decision to purchase the Property on the terms and conditions contained in the Third Party Offer. If Lessee fails to provide such notice within the specified PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE3 timeframe, Lessor shall be free to sell the Property to the third party pursuant to the terms of the Third Party Offer. 4 Completion of Sale: If Lessee exercises its right to purchase the Property pursuant to this Right of First Refusal, both parties agree to execute all necessary documents and perform all required actions to complete the sale in a timely manner, no later than 60 days from the date of Lessee's notice of intent to purchase. J Binding Nature: This Right of First Refusal shall bind and benefit both parties and their respective heirs, executors, administrators, successors, and assigns. While the capitalized term “the Property” is not defined in the Original Lease Agreement, the Extension Agreement defines the term “the Property” to be the property located at 2419 Fitzhugh Avenue, Dallas, Texas 75204, where the Demised Premises are located. VI. Plaintiff Strangeways has at all times duly and faithfully performed its obligations under the Lease, which continues in full force and effect. At all relevant times Plaintiff Strangeways wanted and intended to purchase the Property when it became available. On or about September 8, 2023, Plaintiff Strangeways received a text message from Defendant Martinez’s broker advising that the Property had been sold to a third party, and Plaintiff Strangeways has since learned that Defendant Martinez had entered into a certain Commercial Contract — Improved Property dated August 26, 2023, by and between Defendant Martinez, as seller, and Defendant P&S, as buyer, hereinafter referred to as the “Contract.” As a result of a series of errors and misrepresentations made by the real estate broker representing Defendant Martinez, Defendant Martinez entered into the Contract without complying with Article XVI of the Lease. Defendant Martinez therefore unintentionally breached the provisions of Article XVI of the Lease by entering into the Contract. Plaintiff Strangeways’ copy of the Lease had long been placed in storage, and Plaintiff Strangeways was led to believe that it was being forced out of its right to PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 4 acquire the Property and that it had no options other than to renegotiate the Lease with Defendant P&S or close its business at the Property. Plaintiff Strangeways was not willing to renegotiate the Lease and for several weeks believed that it would have to close its business at the Demised Premises. Nevertheless, when Plaintiff Strangeways learned of the real estate broker’s errors and misrepresentations and was able to review the terms of the Lease, Plaintiff Strangeways decided instead to pursue its rights under the Lease and retained counsel to do so. After Plaintiff Strangeways made demand on Defendant Martinez for performance of Article XVI under the Lease, she was and remains willing to cure her default by complying with Article XVI of the Lease. Defendant P&S has nevertheless demanded that Defendant Martinez continue to breach the terms of the Lease and close the sale of the Property under the Contract without complying with Article XVI of the Lease. Defendant P&S is not privileged to do so, as the Contract provides that Defendant P&S will acquire the Property subject to the terms of the Lease and assume all obligations of Defendant Martinez under the Lease. Defendant P&S is thereby tortiously interfering with the rights of Plaintiff Strangeways under the Lease and is exposing Defendant Martinez to unjustified personal liability and the ongoing litigation. Plaintiff Strangeways is in possession of the Property, and the rights of Plaintiff Strangeways to acquire the Property under the Lease are therefore superior to any rights of Defendant P&S. The rights of Plaintiff Strangeways under the Lease cannot be extinguished by a sale of the Property. Vile As a result of the misconduct of Defendant P&S set out above, Defendant Martinez executed and delivered a Notice of Seller’s Termination of the Contract dated October 19, 2023. hereinafter the “Notice of Termination,” stating as a reason for termination that the rights of Plaintiff Strangeways under the right of first refusal had not been satisfied. Defendant Martinez PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 5 also stated as an additional reason for such termination that one or more representatives of Defendant P&S were harassing her granddaughter. The Notice of Termination forms the basis of this suit by Defendant P&S against Defendant Martinez, with Defendant P&S attempting to force Defendant Martinez to close the sale of the Property to Defendant P&S against her will in violation of the rights of Plaintiff Strangeways. On information and belief, Defendant P&S also does not intend to honor Article XVI of the Lease or any of the other terms of the Lease if Defendant P&S should acquire the Property, as Defendant P&S baselessly alleges that the Lease is no more than a “purported” lease. Defendant Martinez acknowledges the Lease and its Article XVI as valid, and the conduct of Defendant P&S therefore exposes Defendant Martinez to ongoing personal liability and litigation if Defendant Martinez should sell the Property to Defendant P&S. Defendant Martinez has no obligation to sell to Defendant P&S when Defendant P&S is unwilling to assume and perform the Lease according to its terms. VIII. Plaintiff Strangeways therefore intervenes on this action to establish the validity of the Lease and to enforce its rights under the Lease, including the right of first refusal under Article XVI of the Lease, as against Defendants. ACTION FOR DECLARATORY RELIEF AGAINST DEFENDANTS Tx. Plaintiff Strangeways hereby incorporates by reference the allegations of numbered Paragraphs I-VIII above as part of the following cause of action. x Plaintiff sues Defendants under the Texas Declaratory Judgments Act, Texas Civil Practice & Remedies Code §37.001 et seg. and requests a declaratory judgment against Defendants declaring PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 6 that the Lease is valid and binding, enforceable as against Defendant Martinez and her successors and assigns in ownership of the Property, including without limitation, Defendant P&S should it acquire the Property under the Contract. Xi. Plaintiff Strangeways further seeks an award of reasonable and necessary attorneys’ fees in connection with such declaratory judgment as provided in the Texas Declaratory Judgments Act. ACTIONS FOR SPECIFIC PERFORMANCE AGAINST DEFENDANTS XI. Plaintiff Strangeways hereby incorporates by reference the allegations of numbered Paragraphs I-VIII above as part of the following cause of action. XIII. Article XVI of the Lease is a valid and enforceable contract granting Plaintiff an option for the purchase and sale of the Property on the terms set forth in the Lease, which contract Defendant Martinez has breached. Defendant P&S demands that she continue to breach such contract, notwithstanding that Defendant P&S has agreed to assume her obligations under the Lease. As a result of Defendant Martinez's breach, and as a result of Defendant P&S’s interference with the rights of Plaintiff Strangeways under the Lease, Plaintiff Strangeways hereby sues Defendants seeking specific performance of Article XVI of the Lease, initially against Defendant Martinez, and if Defendant P&S should acquire the Property while this action is pending, also against Defendant P&S as her successor in interest. PLAINTIFF'S ORIGINAL PETITION IN INTERVENTION PAGE7 XIV. Plaintiff has previously presented its claims and demand for performance to Defendants, but Defendants have nevertheless failed and refused to comply or to allow compliance with the obligations of the Lease. Plaintiff has therefore been required to employ the undersigned attorneys to protect and enforce Plaintiff's rights and has agreed to pay a reasonable fee for such services, Plaintiff has incurred and will continue to incur reasonable attorney's fees for such services, which one or both of the Defendants are obligated to pay pursuant to Texas Civil Practice & Remedies Code §38.001 et seg. Such reasonable and necessary attorneys’ fees amount to at least $50,000.00 for one trial of this cause, plus an additional $15,000.00 should this cause be appealed to the Court of Appeals and at least an additional $10,000.00 if review of this cause is sought before the Texas Supreme Court. Plaintiff Strangeways therefore seeks an award of reasonable and necessary attorneys’ fees against Defendants to the extent obligated under the Lease as provided in Texas Civil Practice & Remedies Code §38.001 et seg. APPLICATION FOR TEMPORARY INJUNCTION XV. Unless enjoined from taking further actions of the type described above pending trial on this matter, Defendants will continue to breach and as applicable to cause a breach of the Lease. As a proximate result of the continuation of Defendants’ present course of conduct, Plaintiff Strangeways will suffer additional losses and damages of the kind alleged, thereby causing Plaintiff Strangeways irreparable harm that is not readily measured or compensated with money damages. Accordingly, a present action for damages is not an adequate remedy. It is not beneficial to the public welfare or economy that Defendants should continue without the Court's interference to prevent future injury to Plaintiff Strangeways or that Defendants should be PLAINTIFF’S ORIGINAL PETITION IN INTERVENTION PAGE 8 permitted to engage in their improper course of conduct. Defendants’ financial loss, if enjoined, would not so greatly exceed potential damages for future injury to Plaintiff Strangeways that a temporary injunction should be withheld. There is no policy reason why a temporary injunction should not be issued enjoining Defendants from taking any action specified in Paragraph XVI below pending trial on the merits of this cause. The equities favor the grant of injunctive relief pending trial. XVI. Plaintiff therefore requests that on hearing the Court enter a temporary injunction enjoining Defendants, pending trial on the merits, from actions, taken directly or indirectly, in furtherance of closing under the Contract. As and to the extent that the Court determines not to grant Plaintiff all relief that Plaintiff seeks under such temporary injunction order, Plaintiff asks that the Court grant Plaintiff such relief under such temporary injunction order as the Court deems just and proper based on Plaintiff's showing herein. PRAYER WHEREFORE. PREMISES CONSIDERED, Plaintiff Strangeways requests that Defendant Martinez be cited to appear and answer herein; Defendant P&S being already before the Court, and that upon final hearing Plaintiff have judgment against Defendants as follows: 1 On preliminary hearing, issuance of a temporary injunction enjoining Defendants from taking any action described in Paragraph XVII hereof, incorporated in this prayer by this reference, pending final trial on Plaintiff Strangeways’ rights hereunder; On final hearing judgment in favor of Plaintiff Strangeways against Defendant Martinez and Defendant P&S declaring that the Lease is valid and binding, PIA ORIGINAL PETITION IN INTERVENTION PAGE 9 OF II enforceable as against Defendant Martinez and her successors and assigns, including without limitation, Defendant P&S should it acquire the Property under the Contract. On final hearing judgment granting Plaintiff specific performance of Article XVI of the Lease, ordering that Defendant Martinez, or in the alternative, Defendant P&S, as applicable, cure the breach of such provisions by delivering the notice required by Article XVI of the Lease and perform in accordance with its terms. On final hearing judgment for reasonable attorney's fees in an amount to be proved at trial, together with all costs of suit; and Oon final hearing Plaintiff Strangeways demands judgment against Defendants for such other and further relief, at law or in equity, both general and special, to which Plaintiff Strangeways may deem itself entitled. Respectfully submitted. 5335 Spring Valley Road THOMAS, CINCLAIR & BEUTTENMULLER. Lal Dallas, Texas 75254-3009 PLLC, a P; ited Liability Company (972) 991-2121 (972) 991-3220 (Facsimile) By Neb vt walle rudybeutt@tcblawfirm.com Rudy utten: ler State B: 02275200 ATTORNEYS FOR INTERVENOR STRANGEWAYS LLC CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing Intervenor Strangeways LLC’s Original Petition in Intervention has been forwarded by the Court’s electronic filing system and by e-mail to Ronald L. Holmes, Esq., Holmes Firm P.C., International Plaza III, 14241 Dallas Parkway, Suite 800, Dallas, Texas 75254, ron@itheholmesfirm.com com on the day of October, 2013. Le BeMenttulle Rudy Bdutter dattentyiller PIA ORIGINAL PETITION IN INTERVENTION PAGE 10 OF 11 VERIFICATION STATE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME, the undersigned Notary Public, on this day personally appeared ERIC I SANCHEZ, Member of STRANGEWAYS LLC, Plaintiff in Intervention herein, who being by me duly sworn upon his oath deposed and said that he is a Member of Plaintiff; that he is duly qualified and authorized in all respects to make this Verification and to testify in this case; that he has read the above and foregoing Plaintiffs Original Petition in Intervention and this Verification; that as a consequence of his position as a Member of Plaintiff, he has personal knowledge of each statement contained in the foregoing Plaintiffs Original Petition in Intervention and in this Verification; that he has made diligent inquiry and examination into each statement contained in such Plaintiff's Original Petition in Intervention and this Verification; and that every statement contained in such Plaintiff's Original Petition in Intervention and in this Verification is within his personal knowledge and is true and comes ZA: ERIC I. SANCHEZ SUBSCRIBED AND SWORN TO BEFORE ME on this CP yAay of October, 2023, to certify Whielwvitness 1 my hand and official seal. ss NoRIE Cag, SEAL Onn jaeN0p Nn bears Te ce ae Ndtary Public in t for the State of Texas “aot My conta P-2676 G - Printed Name of Notary: Mallos Me Manns PIA ORIGINAL PETITION IN INTERVENTION PAGE 11 OF 11 COMMERCIAL LEASE AGREEMENT This Lease Agreement rade the 3 day of AUGUST, 2011, by and between ANNA M MARTINEZ, of 1709 AVE F, GRAND PRAIRIE, TX 75061 State of TEXAS, hereinafter referred to as "Lessor", and STRANGEWAYS LLC of 2800 KNIGHT STREET APT 4, DALLAS, TX 75219, State of TEXAS, hereinafier referred to as "Lessee", coilectively referred to herein as the “Parties”, agree as follows: 1. Commercial Preperty: The Lessor agrees to lease to the Lessee the following described 3,060 square feet (SF) of EMPTY SHELL SPACE located at 2429 FITZHUGH AVE, DALLAS, TX 75204, State of Texas. Additional Description: GOLF PARK WEST 35'LOT 6 & E 46'LOT 7 VOL95084/4450 1 Herein afsf ter known as the aD,Pp remises” il, Period of Tenancy: The term of this Lease shall be for a period of 10 year(s) commencing on the 3RD day of AUGUST, 2011 and expiring at Midnight on the 3RD day of AUGUST, 2021. (“Initial Term”) fll. Monthiy Payments: The net monthly payment shall be THREE THOUSAND dollars ($3,000), payable monthly with the first payment due upon the commencement of the Lease and each monthly installment payable thereafter on the 12TH day of each month. Said net monthly payment is-hereafter referred to as the "Base Reni". Rent for any period during the term hereon, which is for 7 less than 1 month shall be a pro-rata portion of the monthly rent. ({¥. Security Deposit: in addition to the above, a deposit in the amount of TEN THOUSAND dollars ($10,000), shall be due and payable in advance or at the signing of this Lease, hereinafter referred to as the “Security Deposit’, and shall be held in escrow by the Lessor in a separaie, interest-bearing savings account as security for the faithful performance of the terms and conditions of the Lease. The Security Deposit may not be used to pay the last month’s rent unless written permission is granted by the Lessor. Y. Commercial Use: The Lessor is leasing the Premises to the Lessee and the Lessee is hereby agreeing to lease the Premises for the following use and purpose: OPERATING A BAR WITH FOOD AND LIQUOR SERVICES TO THE PUBLIC, INCLUDING SPECIAL EVENTS, PATIO SERVICE. Any change in use or purpose the Premises other than as described above shall be upon prior written consent of Lessor only. Vi. Renewai Option: (Check One) 0 - Lessee may not renew the Lease. (Continue Section on the Next Page) X - Lessee may have the right to renew the Lease with a total of 1 renewal period(s) with each term being 10 year(s) which may be exercised by giving written notice to Lessor no less than 60 days prior to the expiration of the Lease or renewal period. Rent for each option period shail: (Check One) EXHIBIT 4 8 A C - Noi increase. UO - increase as calculated by multiplying the Base Rent by the annual change in ihe Consumer Price Index (CPI) published by the Bureau of Labor Siatisiics by the most recent publication to the option period siart date. C1 - increase by % X- Increase by FIFTEEN HUNDRED dollars ($1,500) Vii. Expenses: [Check and Initial whether this Lease is Gross, Modified Gross, or Tripfe Net NNNJ} X- GROSS. Tenant's initials 2 Landlord's Initials YA ft is the intention of the Parties that this Lease be considered a “Gross Lease” and as such, the Base Rent is the entirety of the monthly rent. Therefore, the Lessee is not obligated to pay any additional expenses which includes utilities, real estate taxes, insurance (other than on the Lessee’s personal property), charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises. The Lessor shall be obligated to maintain the general exterior structure of the Premises, in addition, shall maintain all major systems such as the heating, plumbing, and electrical. The parking area shall be maintained by the Lessor including the removal of any snow or environmental hazards as well as the grounds and lands surrounding the Premises The Lessor shall maintain at their expense casualty insurance for the Premises against loss by fire which may or may not include any extended coverage. The Lessee will provide and maintain personal liability and property damage insurance as a lessee, at least to the limits of One Million Dollars ($1,000,900.00), that will designate the Lessor as an “also named insured", and shall provide the Lessor with a copy of such insurance certification or policy prior to the effective date of this Lease. Operating Expenses, The Lessor shall have no obligation to provide any services, perform any acts, or pay expenses, charges, obligations or cosis of any kind whatsoever with respect to the Premises. The Lessee hereby agrees to pay one-hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any extensions thereof in accordance with specific provisions hereinafter set forth. The term “Operating Expenses” shall include all costs to the Lessor of operating and maintaining the Premises, and shall include, without limitation, management fee(s), heating, air conditioning, HVAC, electricity, water, waste disposal, sewage, operating materials and supplies, service agreements and charges, lawn care, snow removal, restriping, repairs, repaving, cleaning and custodial, security, insurance, the cost of contesting the validity or applicability of any governmental acts which may affect operating expenses, and all other direct operating costs of operating and maintaining the Premises and related parking areas, unless expressly excluded from operating expenses. 2 Taxes, Lessor shall pay, during the term of this Lease, the real estate taxes including any special taxes or assessments (collectively, the "taxes") attributable to the Premises and accruing during such term. VEL & ehold Improvenn The Lessee agrees that no leasehold improvements will be made by Lessor prior to commencement of rent. Any alterations or changes of arty nature, (except for those listed on any attached addenda) shall be made to the leasehold premises or ihe exterior of the building without first obtaining the consent of the Lessor in writing, which consent shail rot be unreasonably withheld, and thereafter, any and all leasehold irnprovemsents made to the Premises which become affixed or attached to the leasehold Premises shall remain the property of the Lessee at the expiration or termination of this Lease Agreement. Furthermore, any teasehold improvements shall be made only in accordance with applicable federal, state or local codes, erdinances or regulations, having due regard for the type of construction of the building housing the subject leasehold Premises. If the Lessee makes any improvements to the Premises the Lessee siall be responsible payment. All fixtures including Mechanical Sysiems, Kitchen Equipment, and Grease Interceptor shall remain property of Lessee and can be removed at Lessee’s discretion. IX. Licenses & Permits: A copy of any and all local, state or federal permits acquired by the Lessee which are required for the use of ihe Premises shall be kept on site at all times and shalt be readily accessible and produced to the Lessor and/or their agents or any local, state, or federal officials upon demand. X. Obligations of Lessee: The Lessee shall be primarily responsible whenever needed for the maintenance and general pickup of the entranceway leading into the Premises, so that this is kept in a neat, safe and presentable condition. The Lessee shall also be responsible for all minor repairs and maintenance of the leasehold Premises, particularly those items which need immediate attention and which the Lessees, or their employees, can do and perform on their own, including but not limited to, the replacement of light bulbs, as well as the normal repair and cleaning of windows, cleaning and clearing of toilets, etc., and the Lessee shall properly maintain the Premises in a good, safe, and clean condition. The Lessee shall properly and promptly remove aii rubbish and hazardous wastes and see that the same are properly disposed of according to aii local, state or federal laws, rules regulations or ordinances. In the event the structure of the Premises is damaged as a result of any neglect or negligence of Lessee, their employees, agenis, business invitees, or any independent contractors serving the Lessee or in any way as a result of Lessee’s use and occupancy of the Premises, then the Lessee shall be primarily responsible for seeing that the proper claims are placed with the Lessee’s insurance company, or the damaging party's insurance company, and shall furthermore be responsible for seeing that the building is safeguarded with respect to said damage and that all proper notices with respect to said damage, are made in a timely fashion, including notice to the Lessor, and the party or parties causing said damage. Any damage that is not covered by an insurance company will be the !iabitity of the Lessee. The Lessee shall, during the term of this Lease, and in the renewal thereof, at its sole expense, keep the interior of the Premises in as good a condition and repair as it is at the date of this Lease, reasonable wear and use excepted. This obligation would include the obligation to replace any plate glass damaged as a result of the neglect or acts of Lessee or her guests or invitees. Furthermore, the Lessee shall not knowingly commit nor permit to be committed any act or thing contraty to the rules and regulations prescribed from time to time by any federal, state or local authorities and shall expressly not be allowed to keep or maintain any hazardous waste materials or contaminates on the Premises. Lessee shall also be responsible for the cost, if any, which would be incurred to bring contemplated operation and business activity into compliance with any law or regulation of a federal, state or local authority. x SubletfAssion : The Lessee may ret transi ¢ or assign this Lease, or any right or interest hereunder or suble' d leased Premises or any p: i thereof without first obtaining the prior written consent and approval of the Lessor. MUL. Damage to Leased Premises: In the event the building housing the Premises shall be destroyed or damaged as a result of any fire or other casualty which is not the result of the intentional acts or neglect of Lessee and which precludes or adversely affects the Lessee’s occupancy of the Premises, then in every such cause, the rent herein set forth shall be abated or adjusted according to the extent to which the leased Premises have been rendered unfit for use and occupation by the Lessee and until the demised Premises have been put in a condition at the expense of the Lessor, ai ieast io the extent of the value and as neariy as possibile io the condition of the Premises existing immediately prior to such damage. It is understood, however, in the event of total or substantial destruction to the Premises that in no event shall the Lessor’s obligation to restore, replace or rebuild exceed an amouni equal to the sum of the insurance proceeds available for reconstruction with respect to said damage. XIV. Default & Possession: In the eveni that the Lessee shall fail to pay said rent, and expenses as set forth herein, or any part thereof, when the same are due and payable, or shall otherwise be in default of any other terms of said Lease for a period of more than 60 days, after receiving notice of said default, then the parties hereto expressly agree ‘and covenant that ihe Lessor may declare the Lease terminated and may immediately re-enter said Premises and take possession of the same together with any of Lessee’s personal property, equipment or fixtures left on the Premises which items may be held by the Lessor as security for the Lessee’s eventual payment and/or satisfaction of rental defaults or other defaults of Lessee under the Lease. It is further agreed, that if the Lessee is in default, that the Lessor shall be entitled to take any and all action to protect its interest in the personal property and equipment, to prevent the unauthorized removal of said property or equipment which threatened action would be deemed to constitute irreparable harm and injury to the Lessor in violation of its security interest in said items of personai property. Furthermore, in the event of default, the Lessor may expressly undertake all reasonable preparations and efforts to release the Premises including, but not limited to, the removal of all inventory, equipment or leasehold improvements of the Lessee’s, at the Lessee’s expense, without the need to first procure an order of any court to do so, although obligated in the interim to undertake reasonable steps and procedures to safeguard the value of Lessee’s property, including the storage of the same, under reasonable terms and conditions at Lessee’s expense, and, in addition, it is understood that the Lessor may sue the Lessee for any damages or past rents due and owing and may undertake all and additional legal remedies then available. In the event any legal action has to be instituted to enforce any terms or provisions under this Lease, then the prevailing party in said action shail be entitled to recover a reasonable attorney's fee in addition to all costs of said action. Rent which is in default for more than 90 days after due date shall accrue a payment penalty of one of the following: (Choose One) X - Interest at a rate of TEN percent (10%) per annum on a MONTHLY basis until the amount is paid in full. (Continue Section on the Next Page) in this regard, aif delirquent rental payrnents made shall be applied first toward interest due end ihe remaining toward delinquent rentat payments. XY. lindeminificatien: The Lessee hereby covenanis and agrees to indemnify, defend and hoid the Lessor harmless from any and all claims or liabilities which may arise from any cause whatsoever as 2 result of Lessee’s use and occupancy of the Premises, and further shall indemnify the Lessor for any losses which the Lessor may suffer in connection with the Lessee’s use and occupancy or care, custody and control of the Premises. The Lessee also hereby covenants and agrees to indemnify and hold harmless the Lessor from any and all claims or liabilities which may arise from any latent defects in the subject Premises that the Lessor is not aware of at the signing of the lease or at any time curing the lease term. KI. Right of First Refusal 4 Granis of Right of First Refusal: In the event that the Lessor receives a bona fide written offer from a third party ("Third Party Offer") to purchase the Property that the Lessor intends to accept, Lessor shall first offer to sell the Property to Lessee on the same terms and conditions as contained in the Third Party Offer. Notice: Upon receipt of a Third Party Offer that Lessor intends to accept, Lessor shall promptly provide Lessee with written notice of the terms and conditions of the Third Party Offer. This notice shail include a copy of the Third Party Offer. Exercise of Right: Lessee shall have 90 days from receipt of the notice described in Paragraph 2 above to notify Lessor in writing of Lessee's decision to purchase the Property on the terms and conditions contained in the Third Party Offer. If Lessee fails fo provide such notice within the specified timeframe, Lessor shall be free to sell the Property to the third party pursuant to the terms of the Third Party Offer. Completion of Sale: If Lessee exercises its right to purchase the Property pursuant to this Right of First Refusal, both parties agree to execute all necessary documents and perform all required actions to complete the saie in a timely manner, no later than 60 days from the date of Lessee's notice of intent to purchase. Binding Nature: This Right of First Refusal shall bind and benefit both parties and their respective heirs, executors, administrators, successors, and assigns XVI. Miscellaneous Terms: 4 Usage by Lessee: Lessee shall comply with all rules, regulations and laws of any governmental authority with respect to use and occupancy. Lessee shall not conduct or permit to be conducted upon the Premises any business or permit any act which is contrary to or in violation of any law, rules or regulations and requirements that may be imposed by any authority or any insurance company with which the Premises is insured, nor will the Lessee allow the Premises to be used in any way which wiil invalidate or be in conflict with any insurance policies applicable to the building. In no event shall explosives or extra hazardous materials be taken onto or retained on the Premises. Furthermore, Lessee shall not instal! or use any equipment that will cause undue interference with the peaceable and quiet enjoyment of the Premises by other tenants of the building. (Continue Section on the Next Page) 2. Signs: Lessee shall not place on any exterior door, wall or window of the Premises any sign or advertising matter without Lessor’s prior written consent and the approval of ihe [Municipality]. Thereafter, Lessee agrees to maintain such sign or advertising matter as first approved by Lessorin good condition and repair. Furthermore, Lessee shall conform to any uniform reasonable sign plan or policy that the Lessor may introduce with respect to the building. Upon vacating the Premises, Lessee agrees to remove all signs and to repair all damages caused or resulting from such removal. 3. Peis: Unless otherwise stated in this Lease Agreement, the only peis that shail be allowed on the Premises are those needed legally due to a disability or handicap. 4. Condition of Premises/lnspection by Lessee: The Lessee has had the opportunity to inspect the Premises and acknowledges with its signature on this lease that the Premises are in goad condition and comply in ail respects with the requirements of this Lease. Furthermore, the Lessor rnakes no representation or warranty with respect to the condition of the Premises or its fitness or availability for any particular use, and the Lessor shall not be liable for any latent or patent defect therein. Furthermore, the Lessee represents that Lessee has inspected the Premises and is leasing and will fake possession of the Premises with all current fixtures present in their “as is” condition as of the date hereof. XX. Holdover: Should Lessee remain in possession of the Premises after the cancellation, expiration or sooner termination of the Lease, or any renewal thereof, without the execution of a new Lease or addendum, such holding over in the absence of a written agreement to the contrary shall be deemed, if Lessor so elects, to have created and be construed to be a tenancy from month to month, terminable upon thirty (90) days’ notice by either party. XXI, Waiver: Waiver oy Lessor of a default under this Lease shall not constitute a waiver of a subsequeni default of any nature. XX. Governing Law: This Lease shall be governed by the laws of the Stale of Texas. XX. Notices: Payments and notices shall be addressed to the following: Lessor ANNA M MARTINEZ, of 1709 AVE F, GRAND PRAIRIE, TX 75061 State of TEXAS Lessee STRANGEWAYS LLC C/O ERIC SANCHEZ, 2429 FITZHUGH AVE, DALLAS TX 75204 XXIV. Amendment: No amendment of this Lease shall be effective unless reduced to writing and subscribed by the parties with all the formality of the original. XXV. Binding Effect: This Lease and any amendmenis thereto shall be binding upon the Lessor and the Lessees and/or their respective successors, heirs, assigns, executors and administrators. IN WITNESS WHEREOF, the parties hereto set their hands and seal this fe day of uve + 20)) Lessee’s Sig ture Printed Name CLE wo c= ERIC SANCHEZ — STRANGEWAYS LLC Lessor’s Signature Printed Name Lo. Lif. “ae hg, ANNA M MARTINEZ LEASE RENEWAL AGREEMENT This Lease Renewal Agreement (“Agreement”) is made this made the 1st day of AUGUST, 2021, by and between ANNA M MARTINEZ, of 5419 NOMAS ST, DALLAS, TX 75212 State of TEXAS, hereinafter referred to as "Lessor", and STRANGEWAYS LLC of 2429 FITZHUGH AVE, DALLAS, 1» vy TX 75204, State of TEXAS, hereinafter referred to as "Lessee", collectively referred to herein as the “Parties”, agree as follows: WHEREAS, the Lessor and Lessee entered into a lease agreement dated [original lease date, e.g., “August 3, 2011" for the property located 2429 FITZHUGH AVE, DALLAS, TX 75204, hereinafter referred toas the "Property"; WHEREAS, both parties desire to renew said lease agreement under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Lease Renewal: The lease dated "August 3, 2011" is hereby renewed for a period of 120 months, beginning on August 3rd 2021 and ending on August 3rd 2031. Rent: The monthly Gross rent for the renewal term shall be $4,500 payable on the 15th day of each month. Terms and Conditions: Except as expressly provided in this Agreement, all terms and conditions of the original lease shall remain in fuli force and effect. Any modifications or changes to the original lease shall be in writing and attached hereto. Notices: All notices under this Agreement shall be in writing and shall be delivered by hand or sent by registered or certified mail to the addresses provided in the original lease, or to such other addresses as may be designated by the parties in writing. Entire Agreement: This Agreement contains the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties. Governing Law: This Agreement shall be governed by and construed in accordance with the jaws of the State of Texas. Binding Effect: This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns. Initial £7 # T initial 7-5 EXHIBIT 1p IN WITNESS WHEREGE, the parties hereto have executed this Lease Renewal Agreement as of the date first above written. iN WITNESS WHEREGE, the parties hereto set their hands and seal this 1st day of August, 2021. Lessee’s Signature Printed Name A 5,Hw v fe ERIC SANCHEZ — STRANGEWAYS LLC Lessor’s Signature Printed Name Ata bey “Dy 43} ANNA M MARTINEZ 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 r