FILED

DALLAS COUNTY
7/13/2016 10:35:19 AM
FELICIA PITRE
DISTRICT CLERK

2 Cit Atty

Connie Jones
CAUSE NO. DC-16-07601
PLAINSCAPITAL BANK,
Plaintiff,
v.
FR III FUNDING LLC, DAVID
DEBERARDINIS, STEPHEN R.
HERBEL, PATRICK MULLIGAN,
B. CRAIG WEBB, AND JERRY WEBB,
Defendants.

IN THE DISTRICT COURT OF

DALLAS COUNTY, TEXAS

193RD JUDICIAL DISTRICT

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL,

PATRICK MULLIGAN, B. CRAIG WEBB, AND JERRY WEBBS
COUNTERCLAIMS AGAINST FR III FUNDING LLC AND DAVID
DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
TO THE HONORABLE COURT:
Defendants/Counter-Plaintiffs Stephen R. Herbel, Patrick Mulligan, B. Craig Webb, and
Jerry Webb (collectively, the Counter-Plaintiffs) file their Counterclaims against FR III
Funding LLC (FR III) and David deBerardinis and Request for Injunctive Relief, and would
show the Court as follows:
I.

SUMMARY OF CASE AND REQUESTED RELIEF

What this Case Involves An Epic Scam. Counter-Plaintiffs are the unfortunate victims
of a pervasive and sinister fraudulent business scam operated by Defendant David deBerardinis.
The word sinister was not chosen for dramatic effect but because it accurately describes what
has transpired in this case. Every aspect of the business operation run by Defendant David
deBerardinis is fake.
He created numerous non-existent trading agreements (involving real companies, no less)
on which he dutifully forged every other partys signature; he bought dummy email domain
DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,
B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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names from which he then sent fake emails (again, supposedly from real people) that
confirmed the forged agreements; he fabricated trading confirmations supposedly showing
how well his business was doing; he created a bogus check from a make-believe account
demonstrating his non-existent profits; he created fictitious documents showing he had an
substantial ownership interest in a pipeline run by a major company; and he invented story
after fraudulent story to buttress his claim of business success.
As it turns out, no aspect of deBerardiniss business operations was legitimate or genuine.
Indeed, the only real thing about David deBerardinis and his business was the millions in loans
he fraudulently obtained from Counter-Plaintiffs, Plaintiff PlainsCapital Bank, and others.
Worse, Counter-Plaintiffs were lured (in part based on the belief that PlainsCapital had engaged
in sufficient due diligence of the matter) into guaranteeing the loan from PlainsCapital.
The scam perpetuated by deBerardinis is now unravelling. The PlainsCapital loan is
delinquent and the bank has sued him and the Counter-Plaintiffs to collect. FR IIIs trading
partners have disavowed the agreements as forgeries. No trading accounts, much less trading
profits, have been found. Meanwhile, Mr. deBerardinis continues to toss out false statements
about his business, hoping to mislead his creditors (e.g., his latest explanation is that FR IIIs
trading partner is under investigation for money laundering and that this has tied up FRs
profits).1
Most recently, Counter-Plaintiffs have become aware that deBerardinis likely diverted
borrowed funds into his own personal account. Today, despite borrowing millions of dollars and
claiming to have made millions more in trading profits, deBarardinis has told Counter-

This is entirely false. FR has no trading partners. As best Counter-Plaintiffs can tell, there are no trades. There
are no trading profits. While there is a federal investigation, it is regarding FR and Mr. deBerardiniss fraudulent
actions.
DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,
B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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Plaintiffs that he has inusufficient funds to make any loan payments. Counter-Plaintffs do not
know exactly where or to what bank(s) deBeradinis has transferred the millions he and FR III
borrowed.
The Relief Sought by Counter-Plaintiffs -- Immediately Halt the Scam and Freeze
Assets. Counter-Plaintiffs are in imminent danger of losing everything because deBerardinis and
FR III, despite their massive fraud, retain a free hand to use, dispose and transfer assets they
obtained under false premises. Thus, Counter-Plaintffs seek immediate injunctive relief against
FR III and deBerardinis so as to (i) stop their scam and (ii) freeze assets that rightfully belong to
them and others. To do so, Counter-Plaintiffs seek to enjoin deBardinis and FR III from:
a) transferring, spending, hiding, disposing, and/or otherwise using any funds belonging
to; loaned to or otherwise traceable in any way to FR IIl or any of its affiliated
companies;
b) transferring, spending, hiding, disposing, and/or otherwise using any funds in the
possession, custody or control of deBerardinis that belong to; came from or are in any
way traceable to FR III or any of its affiliated companies;
c) incurring any new and/or additional individual or corporate debt, including those of
any affiliated companies;
d) impairing, disposing of or alienating any asset of FR III, including any such assets
possessed by others; and
e) destroying, deleting or otherwise impairing any book, record or document of FR III;
deBerardinis or any of their affiliated companies.
This immediate relief will halt the dissipation of assets wrongfully obtained. The relief is
justified because none of the funds obtained by FR III and/or deBerardinis belong to them, as all
were obtained under false and fraudulent circumstances.

Further, Counter-Plaintffs seek

expedited discovery so they can determine what FR III and deBerardinis did with the wrongfully
obtained funds and trace those assets.

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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II.
1.

Counter-Plaintiffs intend to conduct discovery under Level 3.

III.

2.

DISCOVERY LEVEL

RULE 47 STATEMENT

Pursuant to Texas Rule of Civil Procedure 47, Counter-Plaintiffs state that they

seek monetary relief over $1,000,000 and non-monetary relief as specified herein.
IV.

PARTIES

3.

Stephen R. Herbel is an individual resident of the state of Louisiana.

4.

Patrick Mulligan is an individual resident of Dallas County.

5.

B. Craig Webb is an individual resident of the state of Louisiana.

6.

Jerry Webb is an individual resident of the state of Louisiana.

7.

FR III Funding, LLC is a Delaware limited liability company with its principal

place of business in Shreveport, Louisiana. Upon information and belief, FR III may be served
with process at 213 Texas Street, Shreveport, Louisiana, by serving Jerald R. Harper, its
registered agent. Alternatively, FR III may be served with process at its principal business office
and mailing address located at 1915 E. 70th Street, Shreveport, Louisiana 71105 by way of
David deBerardinis, its manager.
8.

David deBerardinis is, upon information and belief, a Louisiana resident who may

be served with process at his last-known principal address at 300 Brookmeade, Shreveport,
Louisiana 71106. Alternatively, deBerardinis may be served at his principal place of business as
manager of FR III at 1915 E. 70th Street, Shreveport, Louisiana 71105.

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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V.
9.

JURISDICTION AND VENUE

This Court has jurisdiction over the parties as each has done business in Texas

and/or because each of the parties has had sufficient minimum or continuing contacts with Texas
and is amenable to service by a Texas court.
10.

This Court has subject matter jurisdiction over this action because the amount in

controversy is within the jurisdictional limits of the Court.

11.

Pursuant to Tex. Civ. Prac. & Rem. Code 15.002(a)(1), venue is proper in this

county because all or a substantial part of the events or omissions giving rise to the claims
alleged occurred herein.
12.

Venue is also proper in Dallas County because Section 9.11 of the Amended and

Restated Guaranties designate this Court as the proper forum for any suit or proceeding arising
out of or relating to the Guaranties.
VI.

FACTUAL BACKGROUND

13.

Counter-Plaintiffs are individuals engaged in various business activities.

14.

David deBerardinis is a Louisana-based individual who has been active in the oil

and gas business. He formed a company known as Financial Resources, which purportedly was
in fuel trading business. He then formed several affiliated entities, including defendant FR
Funding III, LLC, which operated as funding vehicles for his purported trading business.
15.

Mr. deBarardinis claimed that FR IIIs business model went something like this:

(i) FR has a valuable trading agreement in which it could buy fuel from Alon USA, Inc. (a wellknown, large and publically traded fuel company) and then re-sell it at a higher price to Freeport
McMoRan (also a large, well-known energy company); (ii) as such, the trading profits were

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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virtually guaranteed; and thus (iii) all FR III needed was the upfront cash to buy the fuel and
make the trade.
16.

Mr. deBerardinis then solicited individuals to loan FR III funds to make the

trades. According to him, the loans were of a short duration, paid a high interest and, notably,
were guaranteed by Alon.
17.

Mr. deBerardinis had scores of documents to back up his purported business. He

had executed contracts with Alon, Freeport McMoRan, and others.

He had trading

confirmations. He had letters from his trading partenrs verifying his claims.
18.

On this basis, Counter-Plaintiffs (with the exception of Patrick Mulligan) made

loans in various amounts to FR III. One of those loans is attached as Exhibit A. The loans were
guaranteed by Alon.
19.

Mr. deBerardinis also represented that he had some sort of ownership in a pipeline

run by Colonial Pipeline Company, a large, well-known company. Mr. deBerardinis represented
that had a line tyme agreement (which meant he had the ability to transport fuel using the
pipeline) and had a standing offer by Colonial to buy back his interest. Again, he had executed
agreements with Colonial to back up his claim. He also represented that his ownership interest
in the pipeline was an extremely valuable asset.
20.
funding.

In 2014, deBerardinis determined that a bank loan would be a better source of

He and FR III applied for a $17.5 million loan (the Original Loan) from

PlainsCapital Bank. Ostensibly, deBerardinis needed this infusion of capital for his trading
operations.
21.

Counter-Plaintiffs were approached about the possibility of guaranteeing the

Original Loan.

Counter-Plaintiffs believed that PlainsCapital had conducted sufficient due

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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diligence regarding FR III and deBerardinis in order to extend the loan. On the strength of
PlainsCapitals diligence, the structure of the loan (which involved specified accounts for the
funds), and other things, Counter-Plaintiffs agreed to guarantee the Original Loan, resulting in an
extension of more than $17 million in loans to deBerardinis on November 21, 2014.
22.

In mid-July 2015, deBerardinis applied to PlainsCapital for an amendment to the

Original Loan (the Amended Loan) to increase the amount borrowed to $29.5 million. Yet
again, on the strength of PlainsCapitals diligence, the specific structure of the loan, a firm
guarantee of the loan by Alon USA, Counter-Plaintiffs agreed to guarantee the Amended Loan,
resulting in an extension of more than $29 million to deBerardinis on June 22, 2015.
23.

In applying for the Original and Amended Loans, deBerardinis represented that

FP III was engaged in a trading operation involving Alon USA and Freeport McMoRan.
Specifically, Counter-Plaintiffs believed and relied on the fact that PlainsCapital Bank verified
these claims as part of their due diligence. Counter-Plaintffs were made aware of the fact that
PlainsCapital and Freeport McMoRan had a common owner/director (Gerald Ford).
24.

Over time, deBerardinis produced a number of documents to substantiate his

claims, including:
a.

A series of agreements relating to deBerardinis purported ownership of

line tyme on the Colonial pipeline, including:
i.

A December 15, 2009 letter memorializing deBerardinis

purported purchase of 40,000 metric tons of Colonial Line
Tyme;

ii.

Four Acknowledgments of Transfer documenting the purchase of

Colonial Line Tyme, each dated December 15, 2009;

iii.

A Supply/Terminalling Agreement dated January 15, 2014,

between Colonial and deBerardinis;

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

PAGE 7
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A letter dated December 23, 2015, from Timothy Felt (Felt),

Chief Executive Officer of Colonial, identifying deBerardinis
tyme as being valued at $1.9 billion;

v.

A May 26, 2015 letter, from Felt containing a standing offer to buy
deBerardinis tyme; and

vi.

Two Declarations of Financial Resources, establishing the

valuation of deBerardinis Colonial line tyme.

b.

Documents relating to the July 2014 lease of deBerardinis Colonial line

tyme to Alon and Bielsol Ltd. (Bielsol).

c.

A December 31, 2015 promissory note for $82,567,057.00 issued by Alon

to FR III and deBerardinis as co-borrowers.

d.

Documents relating to the purported trading operation between FR III,

Alon, Colonial, and Freeport, including:

e.
25.

iv.

i.

An Unbranded Fuel Sales Agreement dated June 14, 2013,

allegedly signed by deBerardinis; Kathleen Quirk (Quirk),
Freeport Chief Financial Officer; and David Wiessman, Alon
Chairman of the Board;

ii.

A May 21, 2015 letter amending the Unbranded Fuel Sales

Agreement;

iii.

A March 20, 2016 Transaction Confirmation signed by Jacob

Leviev, President of Bielsol; and

iv.

A March 30, 2016 Transaction Confirmation signed by Quirk.

A copy of a Bank Check in the amount of $80,000,000.00.

It was on the basis of PlainsCapitals supposed diligence and verification of those

facts that Counter-Plaintiffs guaranteed the Original and Amended Loans.

26.

Ultimately, deBerardinis failed to make loan payments as required under the

terms of the Amended Loan, and PlainsCapital filed suit to enforce the note.

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

PAGE 8
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27.

In response to PlainsCapitals lawsuit, Counter-Plaintiffs have determined that

deBerardinis records and documents are fake and/or forged, making it clear that deBerardinis is
running an illegal scheme. The following specific instances of forgery have been uncovered:

28.

a.

On June 21, 2016, Counter-Plaintiffs were informed that all signatures of

Shai Even, Alon Chief Financial Officer, contained in deBerardinis
documents were forgeries.

b.

Counter-Plaintiffs then contacted Quirk, Freeports Chief Financial

Officer, to verify deBerardinis assertions. On June 22, 2016, Quirk
informed Counter-Plaintiffs attorney that her signature was also a forgery.

c.

Counter-Plaintiffs attorney next contacted Colonial. On June 22, 2016,

Colonial informed Counter-Plaintiffs that Colonial has no agreements
with FR III or deBerardinis. Colonial further stated that Felts signature
in deBerardinis documents was also forged.

d.

Upon information and belief, all signatures in deBerardinis documents

purportedly of Alon Chief Executive Officer David Wiessman are also
forgeries.

Counter-Plaintiffs have continued to investigate, but have been unable to uncover

any evidence that deBerardinis actually engaged in any trading operations.

29.

Moreover, Counter-Plaintiffs have not been able to determine either how

deBerardinis and/or FP III used the $29 million or where any remaining amounts of that loan are
located.
30.

Upon information and belief, the $29 million loan has been converted to

deBerardinis confidential and personal accounts.

31.

Upon information and belief, all documents, communications, and records

provided by DeBerardinis are forgeries.

32.

To date, deBerardinis has refused to give Counter-Plaintiffs access to the FR III

books and records.

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF

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33.

Upon information and belief, deBerardinis will continue to use, transfer, and/or

dissipate the $29 million loan and other assets, which would irreparably harm Counter-Plaintiffs
efforts in this and related lawsuits.
VII.
34.

NOTICE

Counter-Plaintiffs answer date for PlainsCapitals lawsuit has not yet run.

Accordingly, Counter-Plaintiffs will answer that lawsuit and assert appropriate affirmative
defenses and claims at that time. Further, Counter-Plaintiffs have additional claims against
Third-Party Defendants that they will be asserting.
VIII. COUNTERCLAIMS
COUNTERCLAIM ONE: BREACH OF CONTRACT.
35.

Counter-Plaintiffs repeat and reallege each and every allegation made in the

previous paragraphs as if fully written herein.

36.

As detailed above, Counter-Plaintiffs loaned FRI III money.

37.

FR III has failed to pay back those amounts, causing Counter-Plaintiffs injury in

excess of the minimum jurisdictional limits of this Court.

COUNTERCLAIM TWO: FRAUD.
38.

Counter-Plaintiffs repeat and reallege each and every allegation made in the

previous paragraphs as if fully written herein.

39.

deBerardinis and FR III made material representations to induce Counter-

Plaintiffs to loan FR III funds. They include representations that:

a.

FR III and deBerardinis had a trading agreement in place with Alon and
Freeport;

b.

FR III and deBerardinis owned line tyme on a Colonial pipeline;

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 10

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40.

c.

FR III and deBerardinis were trading hundreds of millions of dollars in an

account managed by Alon; and

d.

FR III and deBerardinis required capital and guaranties to continue and

expand on a trading operation with guaranteed returns.

These material misrepresentations were false, and were made knowingly or

recklessly.
41.

Counter-Plaintiffs acted in reliance on these false and material misrepresentations.

42.

Counter-Plaintiffs also relied on PlainsCapitals diligence in entering into the

43.

Counter-Plaintiffs have been injured as a direct and proximate cause of FP III and

loans.

deBerardinis fraudulent conduct.

COUNTERCLAIM THREE: ATTORNEYS FEES AND COURT COSTS.
44.

Counter-Plaintiffs request an award of reasonable and necessary attorneys fees

and costs to the full extent allowed by law, including, but not limited to 38.001 and 134.005
of the Texas Civil Practice and Remedies Code.
VIII. REQUESTS FOR INJUNCTIVE RELIEF
45.

Counter-Plaintiffs repeat and reallege each and every allegation made in the

previous paragraphs as if fully written herein.

46.

Counter-Plaintiffs seek a temporary injunction and, upon final trial hereof, a

permanent injunction as set forth herein. Upon information and belief, deBerardinis and FR III
continue to perpetuate their fraudulent scheme by transferring, spending, using, hiding, and/or
disposing of funds and assets and are likely to continue doing so absent injunctive relief.
Similarly, upon information and belief, deBerardinis and FR III continue to incur debt in
advancement of their scheme and are likely to continue doing so absent injunctive relief.

If

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 11

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deBerardinis and FR III are not restrained, they will continue to engage in the aforementioned
actions, constituting both a continued breach of their contractual obligations and fraud. Further,
in the absence of a temporary injunction, nothing will prevent deBerardinis and/or FR III from
transferring, spending, using, hiding, and/or disposing of funds and assets in an effort to avoid
judgment in this and other, related lawsuits. Once deBerardinis and FR III succeed in these
efforts, Counter-Plaintiffs (and Plaintiff) will have no adequate remedy at law.
47.

Counter-Plaintiffs are likely to succeed on the merits of this action. The facts

alleged in Counter-Plaintiffs Counterclaims and Request for Injunctive Relief demonstrate that
FR III and deBerardinis are in breach of their contractual obligation to Counter-Plaintiffs and
continue to engage in a massive, spectacularly fraudulent effort by way of forgery and deception.
deBerardinis conduct thus far has evidenced his dedication to this fraud, and none of CounterPlaintiffs efforts to obtain relief have thus far been successful.
48.

Counter-Plaintiffs will provide FR III and deBerardinis with notice of any hearing

on the merits, consistent with Texas Rule of Civil Procedure 681.

49.

To preserve the status quo and protect Counter-Plaintiffs rights during the

pendency of this action and to prevent further actions constituting breach of contract and fraud,
Counter-Plaintiffs request that deBerardinis and FR III be cited to appear and show cause: (a) as
to why any and all personal and corporate assets should not be frozen; (b) as to why any
affiliates corporate assets should not be frozen; (c) as to why they (or any of their agents or
representatives, including attorneys) should not be restrained or enjoined from transferring,
spending, using, hiding, disposing and/or otherwise using any funds belonging to, loaned to, or
otherwise traceable in any way to FR III or any of its affiliated companies; (d) as to why they (or
any of their agents or representatives, including attorneys) should not be restrained or enjoined
DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,
B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
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from incurring any new and/or additional individual or corporate debt (including the corporate
debt of any affiliated companies); and (e) as to why they should not be ordered to immediately
turn over all documents requested by Counter-Plaintiffs, including any and all of FR IIIs books
and records.
50.

Specifically, Counter-Plaintiffs request that the Court enter a temporary

restraining order, which shall be effective for fourteen days, that enjoins deBerardinis and FR III
from the following actions:
a) transferring, spending, hiding, disposing, and/or otherwise using any funds belonging
to; loaned to or otherwise traceable in any way to FR IIl or any of its affiliated
companies;
b) transferring, spending, hiding, disposing, and/or otherwise using any funds in the
possession, custody or control of deBerardinis that belong to; came from or are in any
way traceable to FR III or any of its affiliated companies;
c) incurring any new and/or additional individual or corporate debt, including those of
any affiliated companies;
d) impairing, disposing of or alienating any asset of FR III, including any such assets
possessed by others; and
e) destroying, deleting or otherwise impairing any book, record or document of FR III;
deBerardinis or any of their affiliated companies.
51.

Counter-Plaintiffs further request that the Court set their application for

Temporary Injunction for a hearing no more than fourteen days from the entry of the Temporary
Restraining Order, and that upon conclusion of that hearing, that the Court enter a Temporary
Injunction to remain in force for the duration of this lawsuit that enjoins FR III and deBerardinis
DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,
B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 13

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from engaging in actions prohibited in the Temporary Restraining Order, as outlined in

Paragraph 50(a)-(e).
52.

Counter-Plaintiffs finally request that upon a final hearing, the court enter a

Permanent Injunction that enjoins deBerardinis and FR III from the actions outlined in Paragraph
50(a)-(e).
53.

Counter-Plaintiffs are willing and able to post bond, as ordered by the Court, in

support of any injunctive order issued by the Court.

IX.
54.

JURY DEMAND

Counter-Plaintiffs demand their right to have a trial by jury in this matter.

X.

PRAYER

WHEREFORE PREMISES CONSIDERED, Counter-Plaintiffs pray:

1.

That FR III and deBerardinis be cited to appear and answer herein;

2.

That the Court enter judgment on Counter-Plaintiffs counterclaims against FR III

and deBerardinis;
3.

That the Court award Counter-Plaintiffs actual damages, exemplary damages,

reasonable and necessary attorneys fees, court costs, pre-judgment interest, and post-judgment
interest;
4.

That the Court enter a Temporary Restraining Order, in accordance with

Paragraph 50(a)-(e) of Counter-Plaintiffs Counterclaims and Request for Injunctive Relief;

5.

That the Court set Counter-Plaintiffs Application for Temporary Injunction for

hearing no later than fourteen days from the entry of the Temporary Restraining Order and, upon
conclusion of the hearing on Counter-Plaintiffs Application for Temporary Injunction, enter a

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
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Temporary Injunction for the duration of this lawsuit in accordance with Paragraph 50-51 of
Counter-Plaintiffs Counterclaims and Request for Injunctive Relief;
6.

That, upon a final hearing, the Court enter a Permanent Injunction, in accordance

with Paragraph 50-52 of Counter-Plaintiffs Counterclaims and Request for Injunctive Relief;
and
7.

For all such other and further relief at law or in equity that the Court may deem

just and proper.

Dated: July 13, 2016

Respectfully submitted,

Jeffrey M. Tillotson
Texas Bar No. 20039200
jtillotson@tillotsonlaw.com
Jonathan R. Patton
Texas Bar No. 24088198
jpatton@tillotsonlaw.com
Joseph A. Irrobali
Texas Bar No. 24092564
airrobali@tillotsonlaw.com
TILLOTSON LAW
750 N. St. Paul, Suite 610
Dallas, Texas 75201
(214) 382-3041 Telephone
(214) 501-0731 Facsimile
COUNSEL FOR DEFENDANT/
COUNTER-PLAINTIFFS STEPHEN R.
HERBEL, PATRICK MULLIGAN, B. CRAIG
WEBB, AND JERRY WEBB

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 15

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CERTIFICATE OF IRREPARABLE HARM

I hereby certify that due to the evidence presently available and belief of fraudulent
activity, notice to the opposing party or counsel would impair and/or annul the courts power to
grant relief because of the possibility that assets and money may be liquidated and/or transferred
if notice to FR III or deBerardinis were required.
I also certify that Plaintiffs in this matter, PlainsCapital Bank, were provided notice of
this filing.

Jeffrey M. Tillotson

CERTIFICATE OF SERVICE
I certify that a true and correct copy of the above and foregoing document was served on
all counsel of record herein on July 13, 2016 by E-Service.
I further certify that to the best of my knowledge this case is not subject to transfer under
Dallas County Local Rule 1.06.

Jeffrey M. Tillotson

DEFENDANTS/COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBBS COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 16

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VERIFICATION
STATE OF TEXAS
COUNTY OF DALLAS

BEFORE ME, the undersigned notary, on this day, personally appeared Patrick Mulligan,
the affiant, a person whose identity is known to me. After I administered an oath to affiant,
affiant testified:
"My name is Patrick Mulligan. I am capable of making this verification. I have read
Plaintiffs Verified Original Petition and Application for Temporary Restraining Order,
Temporary Injunction, and Permanent Injunction.
knowledge and are true and correct."

SUBSCRIBED AND SWORN TO BEFORE me on this the /jjfday of July, 2016, to

certify which witness my hand and official seal.

SUSAN D WADE
Notary ID II 5744803
My Commission Expires
June 1, 2020

{)UQ1v-

A_-,

Notary Public, State of Texas

DEFENDANTS-COUNTER-PLAINTIFFS STEPHEN R. HERBEL, PATRICK MULLIGAN,

B. CRAIG WEBB, AND JERRY WEBB'S COUNTERCLAIMS AGAINST FR III FUNDING LLC
AND DAVID DEBERARDINIS, AND REQUEST FOR INJUNCTIVE RELIEF
PAGE 16

PAGE 17 OF 18

A~

USA
PROMISSORY NOTE
Amount: $1,000,000.00
Due: October 24, 2015

September 24, 2015

FOR VALUE RECEIVED, Financial Resources, LLC ("Borrower"), promises to pay to

the order of Stephen R. Herbel ("Lender") at 900 W. 70th St., Shreveport, Louisiana 71106, the
principal sum of 01\'E-:MJLLION AND NO CENTS ($1,000,000.00), or so much tl1ereof as may
- be outstanding at the time of payment, whichever is less.
The aggregate outstanding principal shall bear interest at $81,000.00.
No monthly payments of principal shall be required of the Borrower. This Promissory
Note is due and payable on October 24, 2015.
The Borrower may prepay this Promissory Note without penalty subject to any lender's
consent if appropriate.
This Promissory Note represents a new transaction, and any and all prior debt
transactions between Borrower and Lender have been successfully concluded and fonn no part
of the new transaction represented by this Promissory Note.
This Promissory Note shall be governed by and construed under the laws of the State of
Louisiana.
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed
and delivered on the day first written above.

The payment of this Promissory Note is guaranteed by Alon u;s.A. and Babran Global.
Alon U.S.A.

By:

- -.

1:&/!t:J:

Shai Even, Senior Vice President and

Chief Financial Officer

Alon USA7616 LBJ frreeway, Suite 300Dallas, Texas 75251-7030Phone (972) 367-3600

PAGE 18 OF 18
EXHIBIT A