Trustee’s Original Complaint Against Solairedirect USA Inc. Page 1 of 5 

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Jerry C. Alexander Joseph F. Postnikoff 

Texas Bar No. 00993500 Texas Bar No. 16168320 

alexanderj@passmanjones.com jpostnikoff@romclaw.com

PASSMAN & JONES ROCHELLE MCCULLOUGH, LLP 

1201 Elm Street, Suite 2500 300 Throckmorton Street, Suite 520 

Dallas, Texas 75270-2500 Fort Worth, Texas 76102 

(214) 742-2121 Telephone (817) 347-5260 Telephone 

(214) 748-7949 Facsimile 

 

SPECIAL COUNSEL TO TRUSTEE COUNSEL TO TRUSTEE 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

ABILENE DIVISION 

In re: 

LAUREN ENGINEERS & 

CONSTRUCTORS, INC. 

Debtor, 

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Case No. 21-10051 rlj7 

Chapter 7 

RODDRICK NEWHOUSE, 

CHAPTER 7 TRUSTEE, 

 Plaintiff, 

v. 

SOLAIREDIRECT USA INC. 

Defendant. 

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Adversary No. _______ 

TRUSTEE’S ORIGINAL COMPLAINT AGAINST SOLAIREDIRECT USA INC. 

TO THE HONORABLE COURTROBERT L. JONES, BANKRUPTCY JUDGE: 

Roddrick Newhouse, Chapter 7 Trustee (“Trustee”) of the Bankruptcy Estate of Lauren 

Engineers & Constructors, Inc. (“Lauren” or “Debtor”) and as the representative of the Debtor’s 

Estate in all capacities set forth in paragraph 5, files this Complaint against Solairedirect USA Inc. 

The Trustee alleges facts, otherwise upon information and belief, developed as follows: 

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I. 

JURISDICTION AND VENUE 

1. This Court has personal jurisdiction over the Defendant named in this Complaint 

because the Defendant transacts business in the State of Texas, including entering into a contract 

with a resident of the State of Texas performable in whole or in part within the State of Texas, or 

has committed a tort in whole or in part in Texas and is thus subject to the Texas Long Arm Statute, 

Section 17.042 of the Texas Civil Practice and Remedies Code. The Court also has personal 

jurisdiction over the Defendant under 29 U.S.C. §1132(f). 

2. The Court has subject matter jurisdiction of this Adversary Proceeding under 28 

U.S.C. §§ 157 and 1334(b) and the Standing Order of Reference in the Northern District of Texas. 

3. This adversary proceeding constitutes a core proceeding under 28 U.S.C. 

§ 157(b)(2)(A), (B), (C), (H), and (O). To the extent the Court determines that any of the claims 

asserted in this Complaint are not core, the Trustee expressly consents to the entry of final orders 

and judgments by the Bankruptcy Court. 

4. Venue of the Bankruptcy Case and the Adversary Proceeding is appropriate in this 

Court under 28 U.S.C. §§ 1408 and 1409. 

II. 

PARTIES 

A. The Trustee. 

5. Roddrick Newhouse is the Chapter 7 Trustee of the Bankruptcy Estate of the Debtor 

(the “Estate”). The Trustee is asserting the claims and causes of action in this Complaint (the 

“Claims”) on behalf of the Estate and as the representative of the Estate and in his capacity as 

Trustee of the Estate and in such capacities necessary to bring the Claims, whether as attorney in 

fact, a representative of the Estate, or otherwise. The “Trustee” means Roddrick Newhouse as 

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Chapter 7 Trustee of the Estate, as the representative of the Estate that is the holder of the Claims, 

and in any other capacities necessary to bring the Claims. 

B. Solairedirect USA Inc. 

6. Solairedirect USA Inc. (“Solairedirect”) is a Delaware corporation that is 

registered to do and does business in Texas. Solairedirect’s principal office is 1990 Post Oak Blvd, 

Ste 1900, Houston, TX 77056-3831. Solairedirect can be served with process by serving its 

Registered Agent, Capitol Corporate Services, Inc., 1501 S Mopac Expy, Suite 220, Austin, Texas 

78746. 

III. 

FACTUAL BACKGROUND 

7. The Estate for which Roderick Newhouse is the Trustee, emanates from an entity 

known as Lauren Engineers & Constructors, Inc. Lauren was in the business of designing and, in 

some instances, fabricating pipeline, refinery and oilfield equipment and systems such as valves 

and systems to facilitate the movement of hydrocarbons and chemicals. It had success and was a 

substantial employer of engineers and other professionals in Abilene, Texas, Tyler, Texas, and 

other places. 

8. Lauren performed valuable services and delivered valuable materials to 

Solairedirect as evidenced by the attached invoices numbered 016483 (Exhibit A), 016496 

(Exhibit B), 016551 (Exhibit C), 016567 (Exhibit D), 016569 (Exhibit E), 016581 (Exhibit F), 

016584 (Exhibit G), and 016595 (Exhibit H), and the attachments thereto. The non-payment of 

these invoices constituted a breach of contract, causing the Estate damages in the amount of 

$706,326.80. 

9. The Trustee has made demand upon Solairedirect but has not received any payment 

for these invoices. 

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IV. 

CAUSES OF ACTION 

10. The Trustee sues Solairedirect for the following causes of action in Counts 1 - 3. 

COUNT 1: BREACH OF CONTRACT 

11. The Trustee repeats and realleges the allegations in all proceeding paragraphs of 

this Complaint, as if fully set forth herein. 

12. The Trustee hereby sues Solairedirect USA Inc. for breach of contract in the amount 

of $706,326.80. 

13. Lauren and Solairedirect entered into a contract and amounts due are reflected in 

the attached invoices and attachments. Lauren performed all conditions necessary to give rise to 

Solairedirect’s obligations. However, Solairedirect has not paid Lauren at least $706,326.80. 

COUNT 2: QUANTUM MERUIT/VELEBAT 

14. The Trustee repeats and realleges the allegations in all proceeding paragraphs of 

this Complaint, as if fully set forth herein. 

15. Lauren performed valuable services and delivered valuable materials to 

Solairedirect USA Inc. and is entitled to recover for same in accordance with the attached invoice 

and schedule under the doctrines of quantum meruit and quantum velebat. 

COUNT 3: ATTORNEYS’ FEES 

16. The Trustee repeats and realleges the allegations in all proceeding paragraphs of 

this Complaint, as if fully set forth herein. 

17. Under Texas Civil Practice and Remedies Code § 38.001(b)(8), and by law, the 

Trustee is entitled to recover his reasonable attorneys’ fees, in an amount to be determined for 

bringing this cause of action. 

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PRAYER 

The Trustee prays that OXY be cited to appear herein as provided by law and that upon 

hearing: 

1. The Trustee recover against Solairedirect USA Inc.: 

a. Money damages; 

b. Attorneys’ fees; 

c. Pre-and post-judgment interest on all sums awarded at the highest lawful rate; 

d. All taxable costs of court; 

e. Such other relief that he is entitled, either at law or in equity. 

Dated: April 6, 2023 

Respectfully submitted, 

/s/ Jerry C. Alexander 

Jerry C. Alexander 

Texas Bar No. 00993500 

alexanderj@passmanjones.com 

D. Hunter Polvi 

Texas Bar No. 24083674 

polvih@passmanjones.com

PASSMAN & JONES

1201 Elm Street, Suite 2500 

Dallas, Texas 75270-2500 

(214) 742-2121 Telephone 

(214) 748-7949 Facsimile 

SPECIAL COUNSEL FOR THE TRUSTEE

Joseph F. Postnikoff 

Texas Bar No. 16168230 

jpostnikoff@romclaw.com

ROCHELLE MCCULLOUGH, LLP 

300 Throckmorton Street, Suite 520 

Fort Worth, Texas 76102 

(817) 347-5260 Telephone 

COUNSEL FOR THE TRUSTEE

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