Reverse and Rendered and Opinion Filed February 26, 2021

In The

Court of Appeals

Fifth District of Texas at Dallas

No. 05-20-00083-CV

SEAN GHARAVI, Appellant

V.

BEHROOZ KHADEMAZAD, D/B/A GRAND PRAIRIE FAMILY DENTAL, 

Appellee

On Appeal from the 101st Judicial District Court

Dallas County, Texas

Trial Court Cause No. DC-18-00241

MEMORANDUM OPINION

Before Justices Molberg, Reichek, and Nowell

Opinion by Justice Molberg

Sean Gharavi appeals from a judgment of the trial court following a bench 

trial that awarded Behrooz Khademazad monetary damages in his libel, libel per se, 

business disparagement and negligence suit against Gharavi. Because we conclude 

Khademazad released his claims against Gharavi, we reverse the trial court’s 

judgment and render judgment that Khademazad take nothing.

BACKGROUND

Khademazad hired Gharavi’s company, Aidris, Inc., to develop an online 

marketing strategy to promote Khademazad’s dental business. When Khademazad 
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failed to pay for the services, Aidris instituted arbitration proceedings to recover 

what it was owed. The arbitrator found in Aidris’s favor. Khademazad refused to 

voluntarily pay the arbitration award. The award was thereafter reduced to a 

judgment in Tarrant County. Khademazad refused to pay the trial court judgment. 

Some seven months later, Gharavi, in his frustration over the judgment having not 

been paid, posted the following Yelp review on Khademazad’s dental practice site:

This is a review for the Grand Prairie Family Dental and Dr.

Khademazad. Dr. Khademazad is not to be trusted. Grand Prairie

Family Dental and Dr. Khademazad refused to pay money owed since

10/2010. Even after winning a major court judg[]ment in 06/16, we still 

have[] not received a penny of what is owed. Grand Prairie Family

Dental and Dr. Khademazad can’t even be trusted with a court order!!

Why would you trust him with your health?!

The review was removed by Yelp several months later and there is no 

evidence that anyone other than Yelp personnel and the parties viewed the post.

After another series of months with the judgment still unpaid, Aidris filed an 

application for turnover and receivership. A short time later, Khademazad’s attorney 

initiated settlement negotiations by sending an email to Aidris’s lawyer containing 

the following language:

[M]y offer is based on Dr. Khademazad’s ability to pay the judgment

versus simply filing bankruptcy and starting all over. His ex-wife has

already taken him to the cleaners and thus, filing bankruptcy and

starting all over can be rather appealing if his back is pushed against the

wall. And then, there are the defamation claims arising from the Yelp

posting which adversely affected Dr. Khademazad’s practice as well as

his reputation. Under Defamation Per Se, Dr. Khademazad does not

have to plead and prove special damages and can recover general

damages including loss of reputation and mental anguish. [Emphasis 

added.]
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Thereafter, the parties entered into a settlement agreement of Aidris’s claims 

against Khademazad. Paragraph 4.B. of the agreement contains a broad-form mutual 

release of claims. It provides, in part:

For and in consideration of the execution of this Mutual Release, and 

other good and valuable consideration, the receipt and sufficiency of 

which is hereby acknowledged, [Khademazad] hereby releases, acquits 

and forever discharge[s] [Aidris], its agents, servants, employees, 

attorneys and all persons, natural or corporate, in privity with [Aidris], 

for any and all claims or causes of action of any kind whatsoever at 

common law, statutory, or otherwise which [Khademazad] has or might 

have, known or unknown, now existing or that might arise hereafter, 

directly or indirectly attributable to the transaction or occurrences

made the basis of this lawsuit, it being intended to release all claims of 

any kind which [Khademazad] might have against those hereby 

released, regarding the events which are the subject of this lawsuit, 

whether asserted in the above captioned suit or not. This release shall 

not act to prevent enforcement of this agreement in the event of default. 

[Emphasis added.]

Less than two months after signing the agreement, Khademazad sued Gharavi 

for libel, libel per se, business disparagement, and negligence. All these claims were 

based on the single Yelp post in which Gharavi voiced frustration over the unpaid

judgment. Gharavi moved for summary judgment on various grounds. Among them 

was Gharavi’s contention that the release barred Khademazad’s claims. The motion 

went undecided and a one-day bench trial followed. Thereafter, the trial judge 

entered a judgment for Khademazad on all of his claims, awarding Khademazad

monetary damages of approximately $1.2 million. Gharavi timely appealed and 

presents six issues. In his first issue, Gharavi argues that Khademazad’s claims in 
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this case were extinguished as a result of the release contained in the settlement 

agreement between Aidris and Khademazad.

DISCUSSION

A settlement agreement is subject to the rules of construction applicable to 

contracts generally. Naik v. Naik, 438 S.W.3d 166, 174 (Tex. App.—Dallas 2014, 

no pet.) We review questions of contract interpretation de novo. Barrow-Shaver 

Res. Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471, 479 (Tex. 2019). “If we 

determine that the contract’s language can be given a certain or definite legal 

meaning or interpretation, then the contract is not ambiguous and we will construe 

it as a matter of law.” El Paso Field Servs., L.P. v. MasTec N. Am., Inc., 389 S.W.3d 

802, 806 (Tex. 2012) (citation omitted).

1

 When construing a contract, “our primary 

concern is to ascertain and give effect to the intent of the parties as expressed in the 

contract.” In re Serv. Corp. Int’l, 355 S.W.3d 655, 661 (Tex. 2011) (orig. 

proceeding) (per curiam). To discern the parties’ intent, we examine the contract as 

a whole in light of the facts and circumstances present when the contract was entered. 

See Americo Life, Inc. v. Myer, 440 S.W.3d 18, 21–22 (Tex. 2014).

Ordinarily, for claims to be extinguished through a release, those claims must 

be mentioned or clearly within the subject matter of the release. See Victoria Bank 

& Trust Co. v. Brady, 811 S.W.2d 931, 938 (Tex. 1991); Thomas v. Verveba 

 

1 Neither party argues that the contractual provisions here are ambiguous and nor do we.
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Telecom, LLC, No. 05-16-00123-CV, 2017 WL 1192793, at *3 (Tex. App.—Dallas 

Mar. 31, 2017, no pet.) (mem. op.). However, this does not require that the parties 

identify each potential cause of action subject to release. Keck, Mahin & Cate v. 

Nat’l Union Fire Ins. Co. of Pittsburgh, Pa., 20 S.W.3d 692, 698 (Tex. 2000).

Here, Khademazad agreed to release all claims “directly or indirectly 

attributable to the transaction or occurrences made the basis of this lawsuit,” namely 

Khademazad’s failure to pay for services Aidris provided and the resulting lawsuit. 

The benefit of the release extends to Aidris’s “agents, servants, employees, attorneys 

and all persons, natural or corporate, in privity with [Aidris],” and the parties agree 

that Gharavi is an agent of Aidris. Without question, the Yelp review was, if not 

directly, then indirectly attributable to Khademazad’s failure to pay for Aidris’s 

services and the lawsuit that followed.

2

 Khademazad’s claims here are clearly within 

the subject matter of the release. Moreover, the libel, disparagement, and negligence 

claims asserted against Gharavi were specifically contemplated by the parties during 

their negotiations to resolve Aidris’s claims against Khademazad. 

We sustain Gharavi’s first issue. In these circumstances, we need not reach 

Gharavi’s remaining issues.

 

2 The Yelp review mentions both the non-payment and the lawsuit.
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CONCLUSION

We conclude that Khademazad’s claims against Gharavi are barred by the 

release. We reverse the trial court’s judgment and render judgment that 

Khademazad take nothing.

/Ken Molberg/

KEN MOLBERG

JUSTICE
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Court of Appeals

Fifth District of Texas at Dallas

JUDGMENT

SEAN GHARAVI, Appellant

No. 05-20-00083-CV V.

BEHROOZ KHADEMAZAD, 

D/B/A GRAND PRAIRIE FAMILY 

DENTAL, Appellee

On Appeal from the 101st Judicial 

District Court, Dallas County, Texas

Trial Court Cause No. DC-18-00241.

Opinion delivered by Justice 

Molberg. Justices Reichek and 

Nowell participating.

In accordance with this Court’s opinion of this date, the judgment of the trial 

court is REVERSED and judgment is RENDERED that appellee take nothing.

It is ORDERED that appellant SEAN GHARAVI recover his costs of this 

appeal from appellee BEHROOZ KHADEMAZAD, D/B/A GRAND PRAIRIE 

FAMILY DENTAL.

Judgment entered this 26th day of February, 2021.