FIRST AMENDED COMPLAINT 1

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

MEGATEL HOMES, LLC, and ZACH 

IPOUR, 

§

§

§

Plaintiffs, §

§

v. §

§

Civil Action No. 3:22-cv-1715

§

CRYSTAL LAGOONS U.S. CORP., §

§

 

Defendant. § 

FIRST AMENDED COMPLAINT

Plaintiffs Megatel Homes, LLC (“Megatel”) and Zach Ipour file this First Amended 

Complaint against Defendant Crystal Lagoons U.S. Corp. (“Crystal Lagoons”) and respectfully 

would show the Court as follows:

I. Need for Action

1. This case stems from Crystal Lagoons’ efforts to harass and strong-arm Megatel

into entering into a license agreement relating to the design and development of large outdoor 

lagoons. 

2. Megatel builds homes throughout the State of Texas and had developed plans to 

build communities that would feature large, outdoor lagoons. Beginning in July 2020, Megatel 

and Crystal Lagoons discussed a potential arrangement whereby Megatel would license from 

Crystal Lagoons certain technology related to the design and operation of the lagoons Megatel 

planned to develop. After engaging in good faith negotiations for several months, Megatel 

ultimately decided to hire another company to lead the design and construction of its lagoons 

without the need for Crystal Lagoons’ technology. 

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FIRST AMENDED COMPLAINT 2

3. Upset that it was unable to secure a licensing deal, Crystal Lagoons 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 and Megatel’s Founder and CEO, Zach Ipour, “to 

investigate a potential claim or suit.” 

4. In the course of the Rule 202 proceedings, Crystal Lagoons’ Intellectual Property 

Director, Javiera De la Cerda, submitted a declaration, claiming that Crystal Lagoons “is 

concerned” that Megatel has breached the Parties’ Non-Disclosure Agreement and that “Megatel 

and/or others” are misusing Crystal Lagoon’s name and confidential information. In her 

declaration, Ms. De la Cerda accused Megatel of breaching the NDA by using Crystal Lagoons’ 

confidential information to design and develop lagoons. Ms. De la Cerda further asserts that 

Megatel somehow “misus[ed] Crystal Lagoon’s name and confidential information” when 

Megatel allegedly provided truthful information to appropriate governmental officials in the 

ordinary course of Megatel’s business. 

5. Because Megatel and Ipour did absolutely nothing improper by negotiating with 

Crystal Lagoons in good faith, by disclosing to appropriate government officials that—at that 

time—it was considering hiring Crystal Lagoons, or by choosing to ultimately work with a thirdparty contractor instead of Crystal Lagoons, Megatel and Mr. Ipour seek a declaration from this 

court that they (1) have not breached the Non-Disclosure Agreement, (2) have complied with all 

duties, if any, under the Non-Disclosure Agreement, (3) have not misused Crystal Lagoons’ name, 

and (4) have not misused Crystal Lagoon’ confidential information. 

II. Parties, Jurisdiction, and Venue

6. Plaintiff Megatel Homes, LLC is a Texas limited liability company with its 

principal place of business at 2102 Cedar Springs Road, Ste. 700, Dallas, Texas 75201. Megatel 

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FIRST AMENDED COMPLAINT 3

Homes, LLC has two members: Plaintiff Zach Ipour and Aaron Ipour, both of whom are individual 

citizens and residents of Texas.

7. Defendant Crystal Lagoons U.S. Corp. is a Delaware corporation with its principal 

place of business at 1395 Brickell Avenue, Suite 800, Miami, FL 33131. Crystal Lagoons may be 

served at the following address: 

Universal Registered Agents, Inc. 

112 Maverick Ct.

Granbury, TX 79409

8. This Court has jurisdiction over this action under 28 U.S.C. § 1332 as there exists 

complete diversity between all parties and the amount in controversy exceeds $75,000.00.

9. This Court has personal jurisdiction over Crystal Lagoons based on its contacts 

with this forum state in connection with the transaction at issue.

10. Venue is proper in this Court under 28 U.S.C. § 1391(b)(2) as a substantial part of 

the events giving rise to the claim occurred in this district.

III. Factual Allegations

11. Headquartered in Dallas, Texas, Megatel builds homes and develops residential 

communities throughout the State of Texas.

12. As early as 2020, Megatel began developing plans to build residential communities 

that would feature large, open lagoons. 

13. Defendant Crystal Lagoons licenses technology related to the design, construction,

and operation of lagoons.

14. In or around July 2020, Megatel and Crystal Lagoons began discussing a potential 

license agreement related to Megatel’s development of the Venetian—a community Megatel was 

planning to develop in Celina, Texas, which would feature a lagoon. 

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FIRST AMENDED COMPLAINT 4

15. In connection with those discussions, Megatel and Crystal Lagoons entered into a 

Non-Disclosure Agreement on August 6, 2022 (the “NDA”), a true and correct copy of which is 

attached hereto as Exhibit A. 

16. After entering into the NDA, the Parties engaged in good faith negotiations

regarding both the Venetian and several other projects Megatel was planning to develop.

17. During this time, Megatel submitted plans for its various projects to appropriate 

governmental officials in the ordinary course of Megatel’s business. Through its discussions with 

government officials, Megatel truthfully disclosed that it planned to build lagoons in certain 

projects and that—at that time—Megatel anticipated partnering with Crystal Lagoons to develop 

the lagoons. 

18. Importantly, Megatel never used Crystal Lagoons’ name or confidential 

information in connection with any marketing efforts. In fact, Megatel carefully instructed its 

marketing team to refrain from using Crystal Lagoons’ name in any advertising or marketing 

materials. 

19. The Parties’ negotiations ultimately terminated without a deal, and Megatel 

contracted with another company to develop lagoons for several of its planned communities. 

20. Megatel has not disclosed any information it received from Crystal Lagoons to its 

current contractor and Megatel’s plans and designs for its lagoons do not use any of Crystal 

Lagoons’ allegedly confidential information. 

21. After the Parties’ negotiations fell through, Crystal Lagoons filed a petition 

pursuant to Rule 202 of the Texas Rules of Civil Procedure seeking pre-suit discovery in Dallas 

County, Texas (the “Rule 202 Proceedings”).

1

1 See Crystal Lagoons U.S. Corp. v. Megatel Homes, LLC, et. al., DC-21-11538. 

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FIRST AMENDED COMPLAINT 5

22. Rule 202 allows a party to seek a court order authorizing a deposition “to 

investigate a potential claim or suit.” Tex. R. Civ. P. 202.

23. As part of the Rule 202 proceedings, Crystal Lagoons’ Intellectual Property

Director, Javiera De la Cerda, submitted a declaration (the “Declaration”), a true and correct copy 

of which is attached hereto as Exhibit B.

24. In her Declaration, Ms. De la Cerda claims, among other things that Crystal 

Lagoons “is concerned” that Megatel has breached the NDA and that “Megatel and/or others” are 

misusing Crystal Lagoon’s name and confidential information. See Exhibit B, ¶ 16.

25. Ms. De la Cerda alleges that Megatel breached the NDA by using Crystal Lagoons’ 

confidential information to design and develop lagoons. ¶¶ 15-16. Ms. De la Cerda further asserts

that Megatel somehow “misus[ed] Crystal Lagoon’s name and confidential information” when 

Megatel allegedly provided truthful information to appropriate governmental officials in the 

ordinary course of Megatel’s business. Id. ¶¶ 10–14, 16.

26. Megatel has fully complied with the NDA and denies Ms. De la Cerda’s accusations

to the contrary. Megatel and Mr. Ipour deny Ms. De la Cerda’s accusations that Megatel breached 

the NDA agreement or that Megatel or Mr. Ipour somehow misused Crystal Lagoons’ name or 

confidential information.

27. This suit is now necessary to resolve the Parties’ dispute. 

CAUSE OF ACTION

Count 1—Declaratory judgment

28. Megatel and Ipour incorporate by reference the foregoing paragraphs as though 

fully set forth herein.

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FIRST AMENDED COMPLAINT 6

29. This dispute involves a justiciable controversy involving the rights and status of the 

parties. The controversy is real and substantial and involves a genuine conflict and is not merely a 

theoretical dispute.

30. Megatel and Ipour seek a declaration that they:

a. Have not breached the NDA with Crystal Lagoons;

b. Complied with all duties, if any, under the NDA;

c. Did not misuse Crystal Lagoons’ name; and

d. Did not misuse Crystal Lagoons’ confidential information.

PRAYER

31. Therefore, upon trial or summary adjudication, Megatel and Ipour seek the 

following relief:

a. A declaration that neither Megatel nor Ipour breached the NDA;

b. A declaration that Megatel and Ipour complied with all duties, if any, under the 

NDA;

c. A declaration that neither Megatel nor Mr. Ipour misused Crystal Lagoons’ 

name;

d. A declaration that neither Megatel nor Mr. Ipour misused Crystal Lagoons’ 

confidential information;

e. All reasonable attorney’s fees and recoverable costs; and

f. All such further relief at law or in equity to which they may show themselves

entitled.

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FIRST AMENDED COMPLAINT 7

DATED: August 22, 2022 Respectfully submitted, 

WINSTON & STRAWN LLP

By:_/s/ LeElle Slifer__________

LeElle B. Slifer

Texas Bar No. 24074549

lslifer@winston.com

Thomas M. Melsheimer

Texas Bar No. 13922550

tmelsheimer@winston.com

Timothy J. Farina

Texas Bar No. 24123129

tfarina@winston.com

Winston & Strawn LLP

2121 N. Pearl Street

Suite 900

Dallas, TX 75201

(214) 453-6500 (telephone)

(214) 453-6400 (telecopy)

ATTORNEYS FOR MEGATEL HOMES, 

LLC AND ZACH IPOUR

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