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200 W. Washington St. Indianapolis, IN 46204

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Haytham ElZayn formed Dealer VSC, Ltd to enter into a joint venture with Tricor Automotive Group and the following additional actions were necessary: (1) Dealer and Tricor formed Allegiance Administrators, LLC, by entering into a Formation and Contribution Agreement; (2) Dealer, Tricor, and Allegiance entered into an Operating Agreement for Allegiance; and (3) Allegiance and ElZayn entered into an Agreement for Purchase and Sale of Personal Goodwill. Around a year later, Tricor, Dealer, and ElZayn entered into a Memorandum of Understanding (MOU) pursuant to which Dealer sold six of its Allegiance Units to Tricor and Tricor agreed to provide a line of credit to Dealer. Dealer executed a promissory note in favor of Tricor to secure the loan. A dispute arose over the calculation of any earnings before interest, taxes, depreciation, and amortization (EBITDA), with Tricor alleging that ElZayn owed Tricor a Goodwill Adjustment under the Goodwill Agreement or Tricor would designate the amount owed as a draw against the MOU. Ultimately, Tricor alleged that Dealer was in default under the Note and MOU and Tricor claimed ownership of thirty-six of Dealer’s Allegiance Units. Tricor filed a complaint against Dealer and ElZayn, naming Allegiance as an interested party. ElZayn and Dealer filed counterclaims against Tricor. Dealer and ElZayn filed a motion for summary judgment and Tricor filed its own motion for summary judgment. The trial court issued its order on all pending motions: (1) granting Dealer’s and ElZayn’s motion for summary judgment; (2) denying Tricor’s motion for summary judgment; (3) granting ElZayn’s motion to dismiss Allegiance’s cross-claims against him; and (4) issuing evidentiary rulings. On appeal, Tricor and Allegiance challenge the court’s grant of Dealer’s and ElZayn’s motion for summary judgment in this dispute over ownership of Allegiance and fees owed.

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