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IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

SAN ANTONIO DIVISION

11300 ROSZELL HOLDINGS, LLC,

Plaintiff,

v.

BLUE LOGIC CAPITAL, LLC,

Defendants.

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CIVIL ACTION NO. 5:20-cv-302

PLAINTIFF’S ORIGINAL COMPLAINT

Plaintiff 11300 Roszell Holdings, LLC (“Plaintiff”) files this Original Complaint 

against Defendant Blue Logic Captial, LLC (“Defendant” or “Blue Logic”). In support 

thereof, Plaintiff would respectfully show the Court as follows: 

I. 

PARTIES AND SERVICE

1. Plaintiff 11300 Roszell Holdings, LLC is the owner of certain property 

located at 11300 Roszell St., San Antonio, TX 78217. Located at this property is a 130-unit 

multi-family residential apartment community known as Legacy Apartment Homes 

(“the Property”). Plaintiff is a limited liability company, registered under the laws of 

Texas. Plaintiff’s principal place of business is located at 4127 Fossil Park, San Antonio, 

TX 78261-3014. 

2. Defendant Blue Logic is an Ohio limited liability company, who may be 

served through its registered agent Registered Agents, Inc., 6545 Market Ave., North Ste. 

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100, North Canton, OH 44721. Defendant’s principal place of business is located at 5000 

Arlington Center Blvd., Upper Arlington, OH 43220. 

II.

SUBJECT MATTER JURISDICTION

3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332 

because this is a suit between citizens of different states and the amount in controversy 

exceeds the sum of $75,000 exclusive of interests and costs.

III. 

PERSONAL JURISDICTION

4. Exercise of jurisdiction over Defendant is reasonable and proper in this 

District under 18 U.S.C. § 1965(a)-(b) because it transacted its affairs in this judicial 

district, and because the ends of justice so require. 

IV.

VENUE

5. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) in that a 

substantial part of the events or omissions giving rise to the claims occurred in this 

judicial district. The execution of the purchase agreement for the Property (the 

"Agreement") that is the subject of this dispute occurred in this judicial district. 

6. Venue is also proper in this Court pursuant to 28 U.S.C. § 1965(a)-(b) 

because Defendant transacted its affairs in this judicial district, and because the ends of 

justice so require. 

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V. 

FACTUAL BACKGROUND

7. On or about July 25, 2019, Plaintiff 11300 Roszell Holdings, LLC and 

Defendant Blue Logic (“the Parties”) executed a contract for the sale of real estate 

property located at 11300 Roszell St., San Antonio, TX 78217, upon which is located a 130-

unit multi-family residential apartment community known as Legacy Apartment Homes 

(the “Real Estate Sale Agreement”). A true and correct copy of the executed Real Estate 

Sale Agreement is attached to this complaint as Exhibit A. 

8. The Real Estate Sale Agreement had a Closing Date of September 23, 2019. 

9. Pursuant Section 2.1 and “Exhibit C” of the of Real Estate Sale Agreement, 

Blue Logic delivered $100,000 in earnest money to a third-party, Mission Title. 

10. Plaintiff, as the seller of the property, fulfilled all of its obligations under 

the Real Estate Sale Agreement, including the delivery of all conveyance documents and 

clear title on the Closing Date. 

11. Defendant Blue Logic, as the buyer of the property, failed to provide 

purchase funds on the Closing Date. 

12. On September 26, 2019, counsel for Blue Logic submitted a “notice of 

termination” letter as to the Real Estate Agreement to Mission Title and Plaintiff. In the 

letter, Blue Logic claims that Plaintiff did not provide marketable title on the Closing Date 

and that it is entitled to the $100,000 earnest money deposit. A true and correct copy of 

this letter is attached as Exhibit B. 

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13. However, pursuant to Section 9.3 of the Real Estate Sales Agreement, Blue 

Logic had the burden of providing written notice to Plaintiff of any claim that a Condition 

Precedent had not been satisfied. Blue Logic never provided any such written notice prior 

to the Closing Date. Further, as stated in Section 9.3.2, Plaintiff would have had five 

business days to satisfy the unsatisfied condition—with the potential for an additional 

ten-day extension if needed. See Exh. A. at 9.3. Blue Logic did not provide Plaintiff with 

these specific opportunities to cure. 

14. Regardless, Plaintiff did in fact deliver marketable title to Blue Logic. 

VI. 

CAUSES OF ACTION

BREACH OF CONTRACT

15. Plaintiff incorporates the preceding paragraphs as if set forth in their 

entirety. 

16. Defendant Blue Logic entered into the Real Estate Sales Agreement, 

wherein it promised to provide the purchase price of $ 9,000,000 on the Closing Date. 

Plaintiff has performed all of its obligations under the Real Estate Sales Agreement and 

all conditions precedent. 

17. Pursuant to the terms of the Real Estate Sales Agreement, Defendant Blue 

Logic provided $ 100,000 in earnest money deposit to Mission Title. As articulated in 

Section 2.1.2 and 7.1 of the Real Estate Sales Agreement, the earnest money represents 

liquidated damages in the event of a default by Blue Logic. 

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18. Blue Logic failed to purchase the property on the Closing Date, putting Blue 

Logic in default of the Real Estate Sales Agreement. Blue Logic’s default is a material 

breach of the Real Estate Sales Agreement. 

19. Blue Logic, however, has proactively prevented the release of those funds. 

See e.g. Exh. B. Plaintiff, on the other hand, has provided a written demand to both Blue 

Logic and Mission Title for the release of the earnest money deposition. A true and correct 

copy of this demand is attached as Exhibit C.

20. As a result of Blue Logic’s breach of contract and its refusal to allow the 

release of the earnest money funds, Plaintiff has suffered damages. 

21. Further, Plaintiff seeks recovery of its reasonable attorneys’ fees and actual 

costs, as well as recovery of pre-judgment and post-judgment interest on its damages. 

DECLARATORY JUDGMENT

22. Plaintiff incorporates the preceding paragraphs as if set forth in their 

entirety. 

23. Pursuant to the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202, Plaintiff 

seeks a declaration of the parties’ rights and duties under the Real Estate Sales Agreement 

as to the earnest money deposit. 

24. More specifically, Plaintiff seeks a judgment of the Court declaring that 

Plaintiff has a right to the earnest money deposited by Blue Logic with Mission Title, 

pursuant to the terms of the Real Estate Sales Agreement. As stated above, Plaintiff 

performed all of its obligations under the Real Estate Sales Agreement and satisfied all 

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conditions precedent. Blue Logic, however, failed to tender the purchase price on the 

Closing Date and is in default of the agreement. 

25. Despite Blue Logic’s own default, it has prevented the release of the earnest 

money to Plaintiff. Simply, Blue Logic failed to perform its obligations under the 

agreement and is not entitled to reimbursement of the earnest money. 

26. Plaintiff has suffered damages for Blue Logic’s default. As stated in the Real 

Estate Sales Agreement, the earnest money deposit represents liquidated damages in the 

event of a default by Blue Logic. As such, Plaintiff is entitled to the full release and receipt 

of the $ 100,000 in earnest money. 

VII. 

ATTORNEYS’ FEES 

27. Plaintiff incorporates by reference the preceding paragraphs as if fully set 

forth below. 

28. Plaintiff requests the recovery of its attorneys’ fees and costs pursuant to 28 

U.S.C. § 2202 and Tex. Civ. Prac. & Rem. Code §§ 37.009 and 38.001. 

VIII. 

PRAYER

Based on the foregoing, Plaintiff 11300 Roszell Holdings, LLC asks for a judgment 

against Defendant Blue Logic Capital, LLC (1) for breach of contract, and (2) declaring 

that Plaintiff is entitled to the release and recovery of the $100,000 earnest money deposit 

currently being held by third-party, Mission Title. Plaintiff also prays for the recovery of 

reasonable attorneys’ fees and costs of court, and all other relief the Court deems 

appropriate. 

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Respectfully submitted,

MAYER LLP

750 N. St. Paul Street, Suite 700

Dallas, Texas 75201

(214) 379-6900 (telephone)

(214) 379-6939 (facsimile) 

By: /s/ Aaron M. Speer

Aaron M. Speer

Texas State Bar No. 24051365

aspeer@mayerllp.com

ATTORNEY FOR PLAINTIFF 

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