7/15/2020 10:42 AM
Marilyn Burgess - District Clerk Harris County
Envelope No. 44532854
By: Kevin Childs
Filed: 7/15/2020 10:42 AM

CAUSE NO. 2020-40598

v.
NAKIA PRICE,
Defendant.

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IN THE DISTRICT COURT OF

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STEVEN A. ROGERS, INDIVIDUALLY
AND ON BEHALF OF THE
TURKEY LEG HUT & COMPANY, LLC,
Plaintiff,

HARRIS COUNTY, TEXAS
333rd

JUDICIAL DISTRICT

DEFENDANT NAKIA PRICE’S ORIGINAL ANSWER, COUNTERCLAIM AND
REQUEST FOR INJUNCTIVE RELIEF

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Defendant Nakia Price, individually and on behalf of Turkey Leg Hut & Company, LLC,

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files this Original Answer, Counterclaim, and Request for Injunctive Relief in response to the

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Original Petition, Application for Declaratory Judgment, Application for Temporary Restraining

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Order, and Application for Temporary Injunction filed by Steven A. Rogers, Individually and on

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Behalf of The Turkey Leg Hut & Company, LLC, and shows the following:

Ms. Nakia Price (“Price”) principally operates and is the majority interest owner in

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I. INTRODUCTION

Scorned by Price’s refusal to pay him what he wants for his interest in TLH, Rogers

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The Turkey Leg Hut & Company, LLC (“TLH”), which owns a popular Houston restaurant.

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filed this lawsuit in attempt to gain negotiating leverage and mask his own misdeeds against TLH.

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For weeks now, Rogers and Price have been in heated negotiations for a buyout of

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Roger’s interest. Price made a fair offer. In apparent disagreement, Rogers responded with this
lawsuit. At the time he delivered the lawsuit, he also delivered a counteroffer—the timing was
deliberate. This lawsuit, including its unsupported request for injunctive relief and appointment
of a receiver, is a desperation move to squeeze money out of Price.

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And while Rogers only now in this lawsuit alleges wrongdoing, he never did

before—and there is none. At all times, Price has acted appropriately and in TLH’s best interest.
Rogers, on the other hand, has not. Among other misdeeds, he has (1) embezzled thousands of

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dollars in payments made by a third-party company to TLH; (2) stolen money from TLH to pay
for rent and equipment at two of his other business ventures or for a residence; (3) stolen TLH’s
point-of-sale system valued at $27,000 for use at one of his other business ventures; (4) hidden his
scheme to avoid payment of sales and use tax at his other business ventures that has resulted in

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financial penalty to TLH; and (5) jeopardized TLH’s good standing under its lease by lying about

Further, although Rogers is not involved in TLH’s day to day operations, he is a

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securing a rent deferral agreement.

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signatory and has access to almost every financial and operating account of TLH. He is able to

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access, change, modify TLH’s account; immediately withdraw, transfer, dispose of, or make

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money unavailable in TLH’s accounts; and communicate with TLH’s bank, vendors, and

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counterparties. Based on his theft and embezzlement of TLH money and property as well as his

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ability to access TLH’s finances and operational assets, TLH is in danger of immediate theft or

Accordingly, in addition to damages and other requested relief, Price seeks

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loss of its money and property by Rogers, which are critical to the continued operation of TLH.

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injunctive relief individually and on behalf of TLH in order to preserve the status quo.

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 II. ANSWER
GENERAL DENIAL
6.

Pursuant to Texas Rule of Civil Procedure 92, Price generally denies the allegations

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contained in Plaintiff’s Petition, as well as any other amended or supplemental petition, and
demands strict proof as required by the Constitution and the laws of the State of Texas.
DEFENSES, AFFIRMATIVE DEFENSES, AND OTHER RESPONSES

Plaintiffs have failed to state a claim upon which relief may be granted.

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Plaintiffs’ damages, if any, are a result of Rogers’s own conduct, acts, omissions,

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negligence, or fault. Price pleads the provisions of Chapter 33 of the Texas Civil Practices and

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Plaintiffs’ claims are barred in whole or in part to the extent the doctrines of waiver,

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Remedies Code.

Price’s actions have not caused any damages to TLH or to Rogers. Section 6.10 of

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estoppel, quasi-estoppel, and/or unclean hands are applicable.

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the Company Agreement expressly allows Members to engage in their own business ventures,

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whether or not such ventures compete with TLH, with no obligation to offer TLH or any other

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Member the right to participate in such ventures. Section 6.06 of the Company Agreement

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Price denies that Rogers has standing to bring a derivative suit on behalf of TLH.

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provides that Managers, such as Price, may receive compensation for their services.

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Rogers does not adequately represent the interests of TLH because he is currently in breach of the
Company Agreement and of his fiduciary duties owed to TLH.
III. COUNTERCLAIM
DISCOVERY CONTROL PLAN AND RULE 47 STATEMENT
12.

Pursuant to Texas Rule of Civil Procedure 190.3, Price states discovery is intended

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 to be conducted under Level 2.
13.

Pursuant to Texas Rule of Civil Procedure 47, Price states she is seeking monetary

relief of $100,000 or less and non-monetary relief.

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PARTIES
14.

Defendant/Counter-Plaintiff Price is an individual residing in Harris County, Texas.

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Plaintiff TLH is a Texas limited liability company with its principal place of

business in Harris County, Texas.

Plaintiff/Counter-Defendant Rogers is an individual residing in Harris County,

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Texas and may be served through counsel.

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The Court has jurisdiction over this controversy because the damages sought are

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JURISDICTION AND VENUE

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within the jurisdictional limits of the Court. Venue is proper in Harris County, Texas pursuant to

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the contract between the parties. Further, the events and omissions giving rise to the claims stated

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below occurred in part in Harris County, Texas.

Price is a managing member of TLH, along with Rogers and Carl Moore. Initially,

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STATEMENT OF FACTS

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membership interests in TLH were allocated as follows:

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In April 2019, TLH purchased the membership interests of Mojeed Martins and

Jonathan Reitzell, effectively achieving a redemption of those interests the result of which was a
re-calculation of interests of Price, Rogers, and Moore pro rata according to Price’s, Rogers’s, and

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Moore’s membership interests. Thus, Price received a 55/80 share of Martins’ and Reitzell’s 20%
interest, or 13.75%, resulting in her current membership interest of 68.75%. Rogers received a
15/80 share of Martins’ and Reitzell’s 20% interest, or 3.75%, resulting in his current membership
interest of 18.75%. Moore received a 10/80 share of Martins’ and Reitzell’s 20% interest, or 2.5%,

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resulting in his current membership interest of 12.5%.

Despite the simplicity of this calculation, Rogers claims that he owns 29% of TLH.

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Further, under section 6.01(b) of the Company Agreement, “no Manager has the

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right, power, or authority to act for or on behalf of the Company, to do any act that would be

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binding on the Company, or to incur any expenditure on behalf of the Company,” except under the

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authority of a written consent or a resolution adopted in accordance with the Company Agreement.

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Yet, Rogers has repeatedly violated section 6.01(b) of the Company Agreement for his own

As example, across the street from TLH’s restaurant is a valet parking lot for TLH

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financial benefit and to the detriment of TLH.

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customers, that is operated by a third-party company (the “Valet Company”). TLH and the Valet

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Company have an arrangement whereby TLH pays the rent for the parking lot and the Valet

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Company reimburses TLH in the amount of $1,000 per month. For at least thirteen months, Rogers
has been collecting $1,000 per month from the Valet Company and keeping it for himself while
lying to Price and Moore that those amounts were never paid.
23.

Rogers also caused TLH to incur a $40,000 obligation to Wells Fargo without

authorization. TLH previously used the Clover point-of-sale system (“POS”) for credit card

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 processing until, all of a sudden, Rogers signed a merchant services agreement with Wells Fargo
on behalf of TLH.

The Wells Fargo merchant services agreement caused TLH to owe

approximately $40,000 to Wells Fargo in credit card processing fees, which TLH did not have to

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pay using the Clover system. Upon information and belief, Rogers obtained a benefit personally
and/or for his other businesses by bringing TLH as a customer to Wells Fargo.
24.

Rogers has his own business ventures, including the restaurant Bar 5015. Rogers

stole the POS from TLH and installed it at Bar 5015. The POS cost TLH $27,000. On June 12,

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2020, Bar 5015 exploded due to a fire which officials quickly determined was arson after a video

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surfaced showing four individuals pouring gasoline all over the restaurant. On information and

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Rogers also has jeopardized TLH’s relationship with its landlord and ability to keep

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belief, the POS was destroyed in the fire.

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its lease. Rogers represented to Price that the landlord had agreed to defer rent payment to the end

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of the lease term. Later, Price spoke to the landlord and discovered that no such agreement ever

Rogers also committed TLH to buy the company Scrappy Brown LLC without

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existed and that TLH was in default and needed to pay the past due rent.

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making any investigation into Scrappy Brown LLC’s financial condition. Rogers knew that he

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was not authorized to enter into the transaction, but he acted on behalf of TLH anyway and made

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the purchase. Because Rogers failed to conduct any due diligence, TLH inherited a $275,000

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obligation to the Texas Comptroller of Public Accounts (the “Comptroller”). On information and
belief, Rogers derived a personal benefit and/or benefit to his other business vendors by causing
TLH to purchase Scrappy Brown LLC.
27.

With respect to his other business ventures, on information and belief, Rogers

repeatedly forms new limited liability companies and ditches the old entities to avoid paying taxes

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 to the Comptroller. The Comptroller recently caught on to Rogers’s scheme and required every
entity associated with Rogers, including TLH, to put up a bond to ensure payment of estimated
taxes owed. Such condition is an unnecessary financial hardship to TLH. And Rogers failed to

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tell Price and Moore of his scheme and has refused to share any information that would help TLH
avoid the bond requirement.
28.

Rogers also misappropriated TLH’s funds for his own purposes. In late 2019,

Rogers used TLH money to pay rent for two of his other business ventures or for a residence and

Rogers also is attempting to take a 2017 Ford F-450 (the “Truck”) belonging to

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to purchase equipment for Bar 5015.

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TLH. Although the Truck was purchased in Rogers’ name, it was by agreement purchased for the

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benefit of TLH for use in its operations. In exchange, TLH agreed to pay—and has paid—the

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Truck’s monthly loan payments and maintenance costs. Rogers’ demand for the Truck is a breach

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of the agreement and an attempt to deprive TLH of the Truck’s use and of the equity it owns in the

All conditions precedent to right of Price and/or TLH to recover against Rogers in

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Truck.

CAUSES OF ACTION

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this action have occurred, have been performed, or have been waived.

Rogers breached the Company Agreement by acting on behalf of TLH without the

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Breach of Contract

authorized consent. Rogers also breached the agreement concerning TLH’s ownership and equity
in the Truck. Rogers’s breaches has caused Price and TLH damages by causing TLH to incur
unnecessary liabilities and other damages.
Texas Theft Liability Act
32.

Rogers unlawfully appropriated TLH’s money and POS.
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Rogers’s conduct

 constitutes theft under section 31.03 of the Texas Penal Code. A violation permits Price and TLH
to pursue a civil claim under the Texas Theft Liability Act (“TTLA”), Texas Civil Practices and
Remedies Code Chapter 134 et seq.
Pursuant to the TTLA, Rogers is liable to TLH and Price for the actual damages

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resulting from the theft, plus additional damages, as well as their attorney fees, expenses, and costs.
Conversion
34.

TLH owned the POS. Rogers wrongfully exercised dominion and control over it

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when he stole it from TLH and installed it at his restaurant, Bar 5015. Bar 5015 later burned down

TLH was entitled to possess the Valet Company rental reimbursements. Rogers

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due to arson, destroying the POS.

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wrongfully exercised dominion and control over the Valet Company rental reimbursements by

TLH owns the funds in its bank accounts. Rogers wrongfully exercised dominion

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taking the money for himself. Despite demand, Rogers refused to return the $13,000 to TLH.

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and control over those funds when he used those funds to pay rent at his other businesses and/or a

As a Manager of TLH, Rogers owes fiduciary duties to TLH. Rogers breached his

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Breach of Fiduciary Duty

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residence and to purchase equipment for Bar 5015.

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fiduciary duties by misappropriating TLH’s money and property; by causing TLH to incur

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unnecessary obligations and liabilities; by making material misrepresentations to Price and TLH
that jeopardized TLH’s ability to operate its business; and by acting on behalf of TLH without
authority in breach of the Company Agreement. Rogers’s breaches caused TLH damages. Upon
information and belief, Rogers also benefitted from his wrongful conduct by getting a reward or

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 credit from Wells Fargo for committing TLH to the Wells Fargo merchant services agreement.
Declaratory Judgment
38.

A justiciable controversy exists as to the allocation of membership interests in TLH

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and TLH’s equitable ownership of the Truck.
Price asks that the Court enter a declaratory judgment that (a) Rogers owns an

18.75% membership interest in TLH; (b) Price owns a 68.75% membership interest in TLH; (c)
Moore owns a 12.5% membership interest in TLH; and that (d) TLH is the equitable owner of the

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Truck and the equity, if any, associated with the Truck.

The Sworn Declaration of Nakia Price is attached as Exhibit A and incorporated

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IV. REQUEST FOR TEMPORARY RESTRAINING ORDER
AND TEMPORARY INJUNCTION

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TLH and Price are entitled to the relief demanded and all or part of the relief

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here by reference.

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requires the restraint of some act which is prejudicial to them. Specifically, as set forth above,

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Rogers has engaged in acts of deceit including theft and embezzlement of TLH money and

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property. He is unable to satisfy financial obligations to the Comptroller and has demonstrated a
willingness to take creative and wrongful measures for his personal benefit. He has the ability to

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access TLH’s finances and operational assets. These circumstances create a risk of irreparable

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harm in the form of immediate and permanent loss of money and property from TLH which are

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critical to the continued operation of TLH especially during the current downturn in TLH’s
business due to COVID-19.
42.

TLH and Price, therefore, request that this Court enter a temporary restraining order

and an injunction enjoining Rogers and his agents, servants, and employees from:
a.

Interfering with TLH’s business operations;
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 Withdrawing any funds from TLH’s bank accounts;

c.

Opening any new bank accounts for TLH;

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Incurring any obligations on behalf of TLH;

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Transacting any business on behalf of TLH;

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Communicating with TLH’s contractual counterparties, including but not

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limited to the Valet Company and TLH’s landlord;

Taking any action to injure, prejudice, or harm TLH; and

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Changing or modifying account terms or settings, including but not limited

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to changing or modifying terms of financial, payroll, or other vendors of

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TLH and the ownership records of the 2017 Ford F-450 referenced in the

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Price further requests that the Court compel Rogers to appear for a deposition via

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Petition.

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Zoom in advance of any temporary injunction hearing and to respond in full to each of the requests

Price is willing to post a bond for the requested injunctive relief.

Due to the

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for production set forth in Price’s and TLH’s motion for expedited discovery.

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Price is entitled to recover exemplary damages under chapter 41 of the Texas Civil

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EXEMPLARY DAMAGES

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egregious nature of Rogers’s conduct, Price requests that the bond be nominal.

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Practice & Remedies Code. Rogers’s actions were taken knowingly, recklessly, intentionally,
willfully and/or with gross negligence. Price prays for exemplary damages in an amount assessed
by the fact finder to punish Rogers for these actions.
ATTORNEYS’ FEES
46.

Rogers’ refusal to abide by his contractual obligations has made it necessary for

Price to employ the undersigned attorneys to file this lawsuit. As such, Price requests that this
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 Court, under chapters 37, 38, 134, and 143 of the Texas Civil Practices and Remedies Code, award
a reasonable fee for services rendered and to be rendered by Price’s attorneys in this matter as well
as expenses and court costs.

47.

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JURY DEMAND
Price demands a jury on all issues to be tried in this matter and submits the jury fee.
REQUEST FOR DISCLOSURES
48.

Price requests Rogers disclose the information required by Texas Rule of Civil

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Procedure 194.2(a)-(l).

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PRAYER

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WHEREFORE, Defendant/Counter-Plaintiff Nakia Price prays that upon trial of this

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matter Plaintiffs/Counter-Defendants Steven Rogers and The Turkey Leg Hut & Company, LLC

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take nothing by suit; that upon final trial Defendant/Counter-Plaintiff Nakia Price and The Turkey

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Leg Hut & Company, LLC be awarded judgment against Plaintiff/Counter-Defendant Steven

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Rogers for actual damages, exemplary damages, reasonable attorneys’ fees, costs of suit,

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prejudgment interest and post-judgment interest at the highest legal rate; that the Court grant

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Defendant/Counter-Plaintiff Nakia Price’s and The Turkey Leg Hut & Company, LLC’s

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application for injunctive relief; and that Defendant/Counter-Plaintiff Nakia Price and The Turkey

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Leg Hut & Company, LLC be granted any such other and further relief, whether general or special,

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legal or equitable, to which she may be justly entitled.

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 Respectfully submitted,
JACKSON WALKER LLP

By:

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Chevazz G. Brown
State Bar No. 24059498
cgbrown@jw.com
Shelisa Brock
State Bar No. 24097420
sbrock@jw.com
Victoria Argeroplos
State Bar No. 24105799
vargeroplos@jw.com
1401 McKinney, Suite 1900
Houston, TX 77010
(713) 752-4548
(713) 754-6721 (facsimile)

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ATTORNEYS FOR NAKIA PRICE
INDIVIDUALLY AND ON BEHALF OF
THE TURKEY LEG HUT &
COMPANY, LLC

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CERTIFICATE OF SERVICE

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I hereby certify that on July 15, 2020, a true and correct copy of the above document was
served via email to:

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Albert T. Van Huff
Monshaugen & Van Huff, P.C.
1225 North Loop West, Suite 640
Houston, Texas 77008
Email: al@vanhuff.com

Chevazz G. Brown

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