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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

MEGATEL HOMES, LLC, and ZACH

IPOUR,

Plaintiffs,

v.

CRYSTAL LAGOONS U.S. CORP.,

Defendant.

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CIVIL ACTION NO. 3:22-CV-1715

CRYSTAL LAGOONS U.S. CORP.’S ORIGINAL ANSWER AND

COUNTERCLAIMS TO PLAINTIFFS’ FIRST AMENDED COMPLAINT

Defendant Crystal Lagoons U.S. Corp. (“Crystal Lagoons”) files its Original Answer and 

Counterclaims to Plaintiffs Megatel Homes, LLC’s (“Megatel”) and Zach Ipour’s (“Ipour”) First 

Amended Complaint (Dkt. 9), and respectfully shows the Court as follows:

I.

ANSWER

Need for Action

1. Crystal Lagoons denies the allegations in Paragraph 1 of the First Amended 

Complaint.

2. Crystal Lagoons admits that Megatel and Crystal Lagoons discussed a potential 

arrangement whereby Megatel would license from Crystal Lagoons certain technology related to 

the design and operation of lagoons and that discussions between Megatel and Crystal Lagoons 

began in July 2020. Crystal Lagoons is without sufficient knowledge or information to form a 

belief as to the truth of the remaining allegations in Paragraph 2 of the First Amended Complaint 

and therefore denies the same.

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3. Crystal Lagoons admits that it filed a petition in Texas state court in Dallas County 

under Rule 202 of the Texas Rules of Civil Procedure, seeking pre-suit discovery against Megatel, 

Ipour, and Darrell Grooms to investigate a potential claim or suit, which the Texas state court 

granted. Crystal Lagoons denies that it filed its Rule 202 Petition because it was upset that it was 

unable to secure a licensing deal.

4. Crystal Lagoons admits that its Intellectual Property Director, Javiera De la Cerda, 

submitted a declaration in the course of the Rule 202 proceedings and that the statements in the 

declaration speak for themselves. Crystal Lagoons is without sufficient knowledge or information 

to form a belief as to the truth of the remaining allegations in Paragraph 4 of the First Amended 

Complaint and therefore denies the same.

5. Paragraph 5 of the First Amended Complain contains legal argument and a 

summary of the relief requested by Plaintiffs for which no response is required. To the extent any 

further response may be required, Crystal Lagoons is without sufficient knowledge or information 

to form a belief as to the truth of the allegations in Paragraph 5 of the First Amended Complaint

and therefore denies the same, including denying that Plaintiffs are entitled to the relief they seek. 

Parties, Jurisdiction, and Venue

6. Crystal Lagoons is without sufficient knowledge or information to form a belief as 

to the truth of the allegations in Paragraph 6 of the First Amended Complaint and therefore denies 

the same. 

7. Crystal Lagoons admits that it is a Delaware corporation and that its registered 

agent has been correctly identified.

8. Paragraph 8 of the First Amended Complaint is a legal statement for which no 

response is required.

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9. Paragraph 9 of the First Amended Complaint is a legal statement for which no 

response is required.

10. Paragraph 10 of the First Amended Complaint is a legal statement for which no 

response is required.

Factual Allegations

11. Crystal Lagoons believes the allegations in Paragraph 11 of the First Amended 

Complaint are accurate. 

12. Crystal Lagoons is without sufficient knowledge or information to form a belief as 

to the truth of the allegations in Paragraph 12 of the First Amended Complaint and therefore denies 

the same.

13. Crystal Lagoons admits that, among other things, it licenses technology related to 

the design, construction, and operation of large man-made lagoons.

14. Crystal Lagoons admits that, around July 2020, Megatel and Crystal Lagoons began 

discussing a potential license agreement. Crystal Lagoons is without sufficient knowledge or 

information to form a belief as to the truth of the remaining allegations in Paragraph 14 of the First 

Amended Complaint and therefore denies the same.

15. Crystal Lagoons admits that Megatel and Crystal Lagoons entered into the NonDisclosure Agreement attached as Exhibit A to the First Amended Complaint, which was signed 

by Ipour on behalf of Megatel on August 5, 2020, and by Eric Cherasia on behalf of Crystal 

Lagoons on August 6, 2020.

16. Crystal Lagoons admits that, after entering into the NDA, Crystal Lagoons engaged 

in good-faith negotiations regarding a project that Megatel referred to as the Venetian and several 

other projects. Crystal Lagoons is without sufficient knowledge or information to form a belief as 

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to the truth of the remaining allegations in Paragraph 16 of the First Amended Complaint and 

therefore denies the same.

17. Crystal Lagoons admits that, based on public information reviewed by Crystal 

Lagoons, Megatel has submitted information for various projects to governmental officials, and 

Megatel stated in certain documents that its projects would include a lagoon with Crystal Lagoons’ 

technology. Crystal Lagoons is without sufficient knowledge or information to form a belief as to 

the truth of the remaining allegations in Paragraph 17 of the First Amended Complaint and 

therefore denies the same.

18. Crystal Lagoons denies the allegations in the first sentence of Paragraph 18 of the 

First Amended Complaint. Crystal Lagoons is without sufficient knowledge or information to form 

a belief as to the truth of the remaining allegations in Paragraph 18 of the First Amended Complaint

and therefore denies the same.

19. Crystal Lagoons admits that Megatel stopped responding to Crystal Lagoons before 

a deal was reached between the parties. Crystal Lagoons is without sufficient knowledge or 

information to form a belief as to the truth of the remaining allegations in Paragraph 19 of the First 

Amended Complaint and therefore denies the same.

20. Crystal Lagoons is without sufficient knowledge or information to form a belief as 

to the truth of the allegations in Paragraph 20 of the First Amended Complaint and therefore denies 

the same.

21. Crystal Lagoons admits the allegations in Paragraph 21 of the First Amended 

Complaint as to the filing of the Rule 202 Petition. Crystal Lagoons is without sufficient 

knowledge or information to form a belief as to the truth of the remaining allegations in 

Paragraph 21 of the First Amended Complaint and therefore denies the same.

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22. Paragraph 22 of the First Amended Complaint is a legal statement for which no 

response is required.

23. Crystal Lagoons admits the allegations in Paragraph 23 of the First Amended 

Complaint.

24. Crystal Lagoons admits that the content of Ms. De la Cerda’s Declaration speaks

for itself and no further response to the allegations in Paragraph 24 of the First Amended Complaint

is required.

25. Crystal Lagoons admits that the statements in Ms. De la Cerda’s Declaration 

submitted in the course of the Rule 202 proceeding speak for themselves and no further response 

to the allegations in Paragraph 25 of the First Amended Complaint is required.

26. Crystal Lagoons denies that Ms. De la Cerda made “accusations” and denies that 

Megatel fully complied with the NDA. Crystal Lagoons is without sufficient knowledge or 

information to form a belief as to the truth of the remaining allegations in Paragraph 26 of the First 

Amended Complaint and therefore denies the same.

27. Paragraph 27 of the First Amended Complaint is a legal statement for which no 

response is required. To the extent any further response may be required, Crystal Lagoons is 

without sufficient knowledge or information to form a belief as to the truth of such allegations and 

therefore denies the same.

Cause of Action

28. Crystal Lagoons reasserts and incorporates herein by reference its responses to the 

foregoing paragraphs.

29. Paragraph 29 of the First Amended Complaint is a legal statement for which no 

response is required. To the extent any further response may be required, Crystal Lagoons is 

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without sufficient knowledge or information to form a belief as to the truth of the allegations in 

Paragraph 29 of the First Amended Complaint and therefore denies the same.

30. Paragraph 30 of the First Amended Complaint is a legal statement for which no 

response is required. To the extent any further response may be required, Crystal Lagoons denies 

that Plaintiffs are entitled to any of the relief sought in Paragraph 30 of the First Amended 

Complaint and therefore denies the same.

31. Crystal Lagoons denies that Plaintiffs are entitled to any of the relief sought in 

Paragraph 31 of the First Amended Complaint.

To the extent not expressly admitted above, Crystal Lagoons denies all other allegations in 

the First Amended Complaint, including all of the requested relief.

II.

COUNTERCLAIMS

Introduction

1. Crystal Lagoons has developed and patented an innovative, one-of-a-kind 

technology that allows for building and maintaining large, man-made lagoons with turquoise-clear, 

high-quality water at low costs—a technology that is enhancing the lifestyle of people around the 

globe. Crystal Lagoons’ amenities make “beach life”—including watersports like kayaking, 

sailing, rowing, and windsurfing—accessible in myriad locations. With 2,500+ patents in 190 

countries, Crystal Lagoons’ technology is in high demand, with more than 1,000 projects in the 

negotiation and planning stages around the world.

2. Megatel is a Dallas-based homebuilder and developer. In or around July 2020, 

Megatel’s President, Zach Ipour, contacted Crystal Lagoons to inquire about potentially 

incorporating a multi-acre, man-made water body using Crystal Lagoons’ technology (i.e., Crystal 

Lagoons’ proprietary amenity) into one of Megatel’s developments in the greater Dallas area.

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Megatel and Crystal Lagoons then signed a non-disclosure agreement (“NDA”) to evaluate the 

potential execution of a license agreement between the parties. The NDA prohibits either party 

from using any “Confidential Information”—which is broadly defined to include any “material 

related to the dealings between the parties” and “products of [Crystal Lagoons]”—for any other 

purpose. The NDA also specifically prohibits the use of Crystal Lagoons’ name or trademarks 

without Crystal Lagoons’ authorization. 

3. Crystal Lagoons shared Confidential Information with Megatel under the NDA, 

including, among other non-public information and documents, a basic guide for planning a 

Crystal Lagoons man-made lagoon and a business plan with investment and revenue estimations 

and extensive considerations for developing and operating a lagoon. This litigation arises from 

Megatel’s ensuing misuse of the Confidential Information and efforts to free ride off Crystal 

Lagoons’ good name and valuable intellectual property.

4. After executing the NDA and receiving Confidential Information from Crystal 

Lagoons, Ipour abruptly cut off negotiations between Megatel and Crystal Lagoons. But that did 

not stop Ipour and other Megatel representatives from proceeding to use Crystal Lagoons’ name, 

trademarks, and images of Crystal Lagoons’ amenities to seek and secure governmental approval 

for Megatel developments. These actions were taken without Crystal Lagoons’ involvement or 

approval and suggested to city officials and members of the public that Megatel and Crystal 

Lagoons were working together to bring Crystal Lagoons’ technology to communities across 

Texas. On the contrary, however, Megatel was apparently working with other aquatic engineers to 

plan amenities that would mimic Crystal Lagoons’ proprietary technology. On information and 

belief, the amenities that Megatel has planned and advertised for its real-estate developments 

would not be possible without Megatel and Ipour mishandling Crystal Lagoons’ Confidential 

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Information and improperly using Crystal Lagoons’ name and trademark.

5. As described below, Megatel has breached the NDA and violated Texas unfair 

competition law, causing damages to Crystal Lagoons for which Crystal Lagoons seeks to recover.

Parties, Jurisdiction, and Venue

6. Crystal Lagoons is a Delaware corporation.

7. Megatel has alleged that it is a Texas limited liability company with its principal 

place of business at 2102 Cedar Springs Road, Suite 700, Dallas, Texas 75201 and that it has two 

members who are both individual citizens and residents of Texas. Megatel has appeared in this 

action and may be served through its counsel of record.

8. Ipour has alleged that he is president of Megatel and an individual citizen and 

resident of Texas. Ipour has appeared in this action and may be served through his counsel of 

record.

9. The Court has subject-matter jurisdiction under 28 U.S.C. § 1332 because complete 

diversity exists between the parties and the amount in controversy exceeds $75,000.

10. The Court has personal jurisdiction over Megatel and Ipour because they have 

voluntarily appeared in this matter.

11. Venue is proper in this Court under 28 U.S.C. § 1391(b) because a substantial part 

of the events giving rise to the claims occurred in this district. Plaintiffs/Counter-Defendants also 

reside within the district of the United States District Court for the Northern District of Texas.

Background

A. Crystal Lagoons’ amenities are distinct, highly valuable real-estate features.

12. Crystal Lagoons has developed and patented an innovative technology that allows 

for building and maintaining large man-made lagoons with turquoise-clear, high-quality water at 

low costs. Because of these innovations, Crystal Lagoons has received numerous awards and holds 

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two records in the Guinness Book of Records. Crystal Lagoons is responsible for more than 

70 projects already in operation or construction, and its technology is in high demand, with more 

than 1,000 other projects in the negotiation or planning stages around the world.

13. The Crystal Lagoons technology was developed by real-estate developer and 

biochemist Fernando Fischmann. While planning a real-estate development on Chile’s central 

coast, called San Alfonso del Mar, Mr. Fischmann envisioned creating an enormous, 20-acre 

lagoon with high transparency turquoise waters that could provide a safe way to swim and enjoy 

watersports in a clean and family-friendly environment.

14. When Mr. Fischmann sought out a company to turn his vision into a reality, he 

learned that existing technology, which is used in conventional swimming pools, was not viable 

to create large bodies of water with excellent water quality. Mr. Fischmann’s vision for a 20-acre 

lagoon would be equivalent to 6,000 residential swimming pools, meaning it would require a

massive concrete shell, more than 2,000 inlets, 6,000 doses of chlorine, and 6,000 filters to operate. 

Such a project would be neither technologically nor economically viable.

15. Undeterred, Mr. Fischmann started researching. Seven years and countless manhours later, he developed technology that allows for building a relatively low-cost structure 

containing huge bodies of water for recreational purposes while using up to 100 times less 

chemicals and 50 times less electricity than conventional swimming-pool technology. This

technology also achieves high transparency and excellent physicochemical and sanitary water 

quality. These innovations are among many technologies Mr. Fischmann has invented, including 

systems and methods for water treatment, bottom cleaning, efficient filtration systems, business 

methods, localized disinfection systems, construction methods, and hydraulic systems and 

techniques, among others. Mr. Fischmann has a 2,500+ patent portfolio worldwide, and Crystal 

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Lagoons has several copyrighted conceptual designs and plans.

16. For his innovations, Mr. Fischmann has been honored as recipient of, among other 

awards, Ernst & Young’s “Entrepreneur of the Year,” “Innovator of the Year,” and “Businessman 

of the Year”; the Stevie Award in Italy (previously awarded to the likes of Steve Jobs and Jeff 

Bezos); and the “Real Innovator Award” by the London Business School. He has also been the 

keynote speaker at events organized by prestigious universities such as the Harvard Business 

School, MIT, Duke University, The London Business School, and the University of California, 

Berkeley, among others. Mr. Fischmann is also director of the German Institute for applied science 

Fraunhofer Institute FCR.

17. On information and belief, all multi-acre, man-made lagoons used for swimming 

and water sports in the United States that have been successful in producing high-clarity waters 

have been built, operated, and/or maintained with Crystal Lagoons’ technology. The following 

examples are representative of projects built and maintained using Crystal Lagoons’ technology.

Figure 1: Epperson Project, Florida (7 acres)

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Figure 2: Lago Mar Project, Texas (12 acres)

Figure 3: Lago Mar Project, Texas (12 acres)

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Figure 4: Windsong Ranch Project, Texas (5 acres)

Figure 1: Windsong Ranch Project, Texas, 5 Acres

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Figure 2: Balmoral Project, Texas (2 acres)

Figure 3: SoleMia Project, Florida (7 Acres)

18. Crystal Lagoons’ technology has allowed developers to create real estate projects 

where residents have access to beach life near the doorsteps of their homes, enjoying man-made 

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crystalline lagoons far from the sea. Recently, Crystal Lagoons is bringing beach life to an urban 

setting through its concept of Public Access Lagoons® or PALTM with ticketed access to the lagoon 

complex. Instead of driving long hours or flying to a beach destination, people in inland cities will 

be able to visit a beach setting through a PAL concept near their homes, including access to 

recreational, commercial, and cultural facilities and experiences, such as restaurants, water sports, 

and concerts, among other things. This PAL concept has gained so much momentum that to date 

more than 230 projects have been signed as part of Master Agreements around the world. In 

addition, Crystal Lagoons was awarded the Green Apple Award in 2021 in the sustainable category 

for its PAL concept, which helps reduce CO2 footprint around the world.

19. The following are links to videos of the Epperson Project, located in Florida, and 

the Lago Mar Project, located in Texas, which incorporate Crystal Lagoons’ technology and the 

PAL concept, and which reflect significant aesthetic, technological, functional, economical, and 

environmental improvements compared to a conventional swimming pool: 

https://vimeo.com/445038143/5896695be3 (Epperson Project); https://vimeo.com/445038144/

95ef018e89 (Lago Mar Project).

20. To protect its pioneering technology, know-how, and confidential information, 

including trade secrets and processes, Crystal Lagoons has taken appropriate steps to guard its 

intellectual property and confidential information, including, among many other things, its 

business processes, systems, and methods.

B. Megatel approached Crystal Lagoons about incorporating Crystal Lagoons 

technology into a real-estate project, and Crystal Lagoons shared confidential 

information subject to an NDA.

21. In or around June 2020, Ipour approached Crystal Lagoons about a Megatel project 

in the Dallas area that would potentially include a lagoon using Crystal Lagoons’ technology. Over 

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the next two months, Crystal Lagoons’ representatives planned to meet with Ipour to discuss the 

possibility of working together on this project, which Megatel called the “Venetian.”

22. Importantly, before that meeting, Crystal Lagoons and Megatel signed the NDA on 

or about August 6, 2020, attached hereto as Exhibit 1, to “evaluate the potential execution of an

agreement between the Parties.” The NDA includes the following terms, among others:

a. An acknowledgement that Crystal Lagoons developed and owns “know-how, 

systems, techniques and methods of construction” as well as “trademarks, business 

model, [and] look-and-feel . . . which allow one to design, build, operate and 

maintain artificial crystal clear water lagoons . . . .” (Ex. 1 ¶ i.) 

b. An acknowledgement that Crystal Lagoons developed a concept for a “Public 

Access Lagoon,” which is “an innovative concept[] that expands the tropical 

turquoise lagoons beyond the private-accessed residential market . . . .” (Id. ¶ ii.)

c. A prohibition on the misuse (including use for any other purpose than to “evaluate 

the potential execution of an agreement between the Parties”) of “Confidential 

Information,” which is broadly defined to include “all rendering, sketches, 

drawings, economic proposals, business model, data, know-how, formulae, 

processes, designs, documents, software, programs, photographs and other material 

related to the dealings between the parties . . . .” (Id. ¶¶ 1-2.)

d. A provision clarifying that the NDA “neither grants a license nor transfers any 

patents, copyright, trademark, ideas, brand or other intellectual or industrial 

property right held by Crystal Lagoons,” including “any and all developments, 

ideas, concepts, inventions, patents, copyrights, and any other type of 

intellectual/industrial property,” as well as that Megatel “shall have no right to use 

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the Confidential Information of Crystal Lagoons except as expressly provided 

herein.” (Id. ¶ 7.) 

e. A provision prohibiting either party from “us[ing] the other’s name or trademark, 

unless authorized in writing.” (Id. ¶ 8.) 

23. Pursuant and subject to the NDA, Crystal Lagoons shared Confidential Information 

with Megatel, including Crystal Lagoons’ proprietary Basic Guide to Planning a Crystal Lagoons® 

Man-Made Lagoon (the “Proprietary Lagoon Guide”) and non-public business plan considerations 

regarding investment and revenue and other factors for developing and operating a lagoon with 

Crystal Lagoons’ technology and incorporating the PAL concept.

24. Crystal Lagoons shared Confidential Information with Megatel in reliance on the 

NDA and with the goal of striking a deal for Megatel to develop a project with a lagoon using 

Crystal Lagoons’ technology and/or to license Crystal Lagoons’ technology for use in 

developments Megatel claimed would include an inland lagoon feature. Initially, the negotiations 

seemed promising. After Megatel had obtained Confidential Information from Crystal Lagoons, 

the parties’ discussions about a single project grew into discussions about as many as 20 projects.

C. Negotiations between Crystal Lagoons and Megatel broke down before the parties 

could agree to terms of a license agreement.

25. As the parties continued working to define the scope of the relevant projects and 

the terms of a license agreement, Crystal Lagoons prepared an economic proposal for Megatel’s 

“Venetian” project on or about September 3, 2020 (the “Economic Proposal”). The Economic 

Proposal contained non-public information about pricing and services offered by Crystal Lagoons.

26. Unbeknownst to Crystal Lagoons at the time, but based on subsequent information 

and belief, Megatel and Ipour solicited and received a proposal from an aquatic engineer during 

the same period that Megatel and Ipour were negotiating with Crystal Lagoons. 

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27. After receiving the proposal from the aquatic engineer, Ipour stated that if Crystal 

Lagoons would not meet his terms, then he would build a lagoon without Crystal Lagoons. Still 

unaware of the proposal that Megatel and Ipour obtained from the aquatic engineer, Crystal 

Lagoons remained engaged in the negotiations with Megatel and sent an initial version of a 

Memorandum of Understanding to Ipour on or about December 10, 2020. Ipour promptly 

acknowledged receipt and represented that he would follow up shortly.

28. Meanwhile, on or about December 15, 2020, Megatel filed a federal trademark 

application seeking approval of a “Laguna Azure” word mark.

29. Megatel then went silent and would not communicate with Crystal Lagoons. 

Crystal Lagoons’ representatives came to Texas in early 2021 to visit clients, including a planned 

visit with Ipour. But ultimately, Ipour did not meet with Crystal Lagoons.

30. Megatel and Ipour nevertheless continued moving forward with their plans to 

incorporate a lagoon amenity in real estate projects and, on information and belief, did so using 

Crystal Lagoons’ Confidential Information and intellectual property. As Megatel and Ipour have 

gone down this path, on further information and belief, Megatel and Ipour now view Crystal 

Lagoons as a competitor in the market for lagoon amenities in Texas real estate projects.

31. Megatel continues to advertise its planned lagoon communities on its website and 

in marketing materials.

D. Megatel disclosed Crystal Lagoons’ Confidential Information in violation of the NDA.

32. Based on Megatel’s and Ipour’s actions, Crystal Lagoons filed a petition in Texas 

state court under Texas Rule of Civil Procedure 202, seeking to conduct discovery to investigate 

potential claims involving breach of the NDA and misuse of Crystal Lagoons’ intellectual 

property. See No. DC-21-11538 in the 116th Judicial District Court of Dallas County, Texas. 

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33. Megatel and Ipour resisted discovery into their actions and asserted that they had 

their own “trade secret” information about developing and operating a lagoon amenity that was 

immune from discovery by Crystal Lagoons. This was a remarkable argument because Megatel 

and Ipour have never developed or operated a lagoon amenity and, on information and belief, they 

lacked any knowledge about how to plan for, develop, or operate such an amenity before they 

entered into discussions with Crystal Lagoons and obtained Crystal Lagoons’ Confidential 

Information. Even so, Megatel and Ipour alleged in the state court action that any discovery related 

to their anticipated development or operation of any lagoon amenities was improper and would 

allow others to unfairly compete with Megatel.

34. The state court ultimately granted Crystal Lagoons’ Rule 202 petition in part, and 

the ensuing discovery revealed that Ipour sent Crystal Lagoons’ Proprietary Lagoon Guide—

which is Confidential Information under the NDA—to third-party architects, designers, and 

consultants without Crystal Lagoons’ knowledge, consent, or approval. A response from one of 

the third parties confirms the significance of this breach of the NDA by saying that the Proprietary 

Lagoon Guide contains “information that is helpful to design properly for Megatel projects” and 

would “definitely” be used “as a guideline” for designing Megatel’s planned projects.

35. On information and belief, Megatel and Ipour also shared Crystal Lagoons’ 

Confidential Information with other third parties and with Megatel employees who had no role in 

the evaluation of the potential execution of an agreement between Crystal Lagoons and Megatel.

E. Megatel also used Crystal Lagoons’ name and trademarks without authorization.

36. Without Crystal Lagoons’ authorization, Ipour and other Megatel representatives 

presented Crystal Lagoons marketing materials and invoked Crystal Lagoons’ name and 

trademarks during a meeting of the City Council of Anna, Texas, in August 2020.

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37. On or about August 20, 2020, Megatel and Ipour took officials from the City of 

Forney, Texas, to view the Epperson Project, which is the Crystal Lagoons’ amenity near Tampa, 

Florida. On or about September 2, 2020, Megatel took officials from the City of Forney to view 

the Lago Mar Project, which is the Crystal Lagoons’ amenity near Houston, Texas, and the 

Balmoral Project, which is another Crystal Lagoons’ amenity located near Houston. On 

information and belief, these trips were taken on Megatel’s private jet, and a purpose of the visits 

was to persuade the city officials to approve Megatel’s development plans.

38. Then, in connection with a September 2020 Forney City Council meeting (the 

“September FCC Meeting”), Darrell Grooms, a real-estate developer and consultant for Megatel, 

submitted or presented documents and related representations to the Forney City Council 

indicating a planned phase of construction for “MULTI-FAMILY, MIXED USE & CRYSTAL 

LAGOON” (capital letters in original). Megatel’s submissions to the Forney City Council also 

included a Forney Lagoon Development Lagoon Program Level Site Plan with a diagram and 

associated legend identifying components of “the Public Lagoon Attraction”—much like Crystal 

Lagoons’ Public Access Lagoon concept.

39. Crystal Lagoons did not authorize these uses of its name and trademarks, and this

misuse has prompted confusion regarding Crystal Lagoons’ involvement in, support for, and/or

sponsorship of the proposed Megatel development, referred to as the “Bellagio” project. For 

example, one person submitted a public comment “in support of the Bellagio neighborhood 

coming to Forney with Crystal Lagoon within the community.” And minutes from the September 

FCC Meeting report discussion of zoning related to the “Bellagio project, which includes a ‘crystal 

lagoon’” that would “be open to everyone and will be open year-round.”

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40. Another example of Megatel using Crystal Lagoons’ name without authorization 

includes a communication that former Megatel representative Matt Hood sent to a third party, 

stating that a particular site was likely unsuitable for a potential development because of “the need 

for more single family + multifamily density around a crystal lagoon and enough land to 

accommodate it.” Mr. Hood also conducted a meeting with a representative of the City of Anna, 

Texas, on or about November 30, 2020, regarding “Crystal lagoon zoning.”

41. Shortly thereafter, on or about December 3, 2020, Darrell Grooms presented a video 

of the Epperson Crystal Lagoons® amenity and used the name “Crystal Lagoons” when seeking 

approval of the Bellagio project from the City of Forney’s Planning and Zoning Committee.

42. On March 4, 2021, after Megatel stopped engaging in discussions with Crystal 

Lagoons, a Megatel representative gave a presentation to the City of Forney’s Planning and Zoning 

Commission for the Bellagio project and again used Crystal Lagoons’ name.

43. On information and belief, local governmental bodies’ expressions of interest in 

and support for Megatel’s real estate projects with planned lagoon amenities arose from the 

goodwill associated with Crystal Lagoons, and Megatel and Ipour benefitted from their reference 

to Crystal Lagoons’ name and projects featuring its technologies, which caused confusion about

Crystal Lagoons’ involvement in, support for, and sponsorship of Megatel’s developments.

44. Megatel is currently marketing multiple “lagoon communities” under the names 

AnaCapri, Bellagio, Santorini, Sicily, SoHo Square, and Venetian, which are advertised to feature 

“lagoon life” with “white sand beaches, clear blue water, and activities galore for everyone to 

enjoy” and which incorporate public-access features mimicking the PAL concept that Crystal 

Lagoons developed and specifically addressed in the NDA. See https://www.megatelhomes.com/; 

Ex. 1 at ¶ ii.

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Counterclaims to Plaintiffs’ First Amended Complaint Page 21 of 24

45. Neither Megatel nor Ipour have adequately corrected confusion about Crystal 

Lagoons’ involvement in, support for, and/or sponsorship of these Megatel developments, as 

shown by an article dated as recently as May 2022, in which the author is under the impression 

Megatel is constructing a Crystal Lagoons amenity in Forney. See https://

candysdirt.com/2022/05/29/lagoons-are-on-the-way-in-dallas-fort-worth-but-heres-whats-beingdeveloped/.

46. Megatel’s and Ipour’s actions are also generating confusion among and causing 

interference with Crystal Lagoons’ existing and prospective clients.

Counterclaims

A. Count I – Breach of Contract by Megatel.

47. Crystal Lagoons incorporates the foregoing allegations as though fully restated 

herein.

48. The NDA constitutes a binding and enforceable contract between Crystal Lagoons 

and Megatel.

49. Crystal Lagoons performed or tendered performance of all its obligations under the 

NDA, including by sharing its Confidential Information with Megatel.

50. Megatel breached the NDA by, among other things, (i) disclosing Crystal Lagoons’ 

Confidential Information without Crystal Lagoons’ written consent to third parties and Megatel 

employees who did not need to know such information to carry out Megatel’s business with Crystal 

Lagoons, (ii) using Crystal Lagoons’ Confidential Information for purposes inconsistent with 

evaluation of the potential execution of an agreement between Crystal Lagoons and Megatel, and 

(iii) using Crystal Lagoons’ name and trademarks without Crystal Lagoons’ written authorization.

51. Because of Megatel’s breaches of the NDA, Crystal Lagoons has incurred damages

in excess of $75,000 and in an amount to be determined at trial.

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Crystal Lagoons U.S. Corp.’s Original Answer and

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B. Count II – Common Law Misappropriation by Megatel and Ipour.

52. Crystal Lagoons incorporates the foregoing allegations as though fully restated 

herein.

53. Crystal Lagoons devoted years of labor, skill, and money to establishing Crystal 

Lagoons’ product, brand, and related trademarks.

54. Megatel and Ipour view Crystal Lagoons as a competitor.

55. Megatel and Ipour have misappropriated Crystal Lagoons’ name, image, and 

trademarks for their own commercial use and monetary gain.

56. Megatel’s and Ipour’s use of Crystal Lagoons’ name and trademarks gave them a 

special competitive advantage because they were burdened with little or none of the expense that

Crystal Lagoons incurred in creating and establishing its product, brand, and trademarks.

57. Because of Megatel’s and Ipour’s use of Crystal Lagoons’ name and trademarks, 

Crystal Lagoons has incurred damages in excess of $75,000 and in an amount to be determined at 

trial.

Conditions Precedent

58. All conditions precedent to Crystal Lagoons’ right to recovery for each 

counterclaim have been performed, occurred, or excused. 

PRAYER

Crystal Lagoons respectfully requests that the Court enter judgment against Megatel 

Homes, LLC and Zach Ipour, individually, as follows:

1. Deny and dismiss Plaintiffs’ claim against Crystal Lagoons with prejudice;

2. Award actual damages to Crystal Lagoons in an amount to be determined at trial;

3. Award Crystal Lagoons pre-judgment interest and post-judgment interest on all 

actual damages at the highest lawful rates;

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Crystal Lagoons U.S. Corp.’s Original Answer and

Counterclaims to Plaintiffs’ First Amended Complaint Page 23 of 24

4. Award Crystal Lagoons its costs and reasonable attorneys’ fees; and

5. Award all such other and further relief at law or equity to which Crystal Lagoons 

may be entitled.

Dated: October 24, 2022 Respectfully submitted,

/s/ Richard D. Anigian

Richard D. Anigian

 Texas Bar No. 01264700

 richard.anigian@haynesboone.com

Jason N. Jordan

 Texas Bar No. 24078760

 jason.jordan@haynesboone.com

J. Wilson Miller

 Texas Bar No. 24125326

 wilson.miller@haynesboone.com

HAYNES BOONE, L.L.P.

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

Tel: 214-651-5000

Fax: 214-651-5940 

ATTORNEYS FOR DEFENDANT

CRYSTAL LAGOONS U.S. CORP.

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CERTIFICATE OF SERVICE

The undersigned counsel for Defendant hereby certifies that on October 24, 2022, a true

and correct copy of the above and foregoing document was served upon all counsel of record in 

accordance with the Federal Rules of Civil Procedure.

/s/ Richard D. Anigian

Richard D. Anigian

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