Family in dispute over company board of directors

David Yates May 13, 2008, 9:34am

Dominick A. Faraci III has filed suit against the elder Dominick A. Faraci Jr. and his company, Dominick Faraci Air Conditioning Inc. in hopes of rehabilitating the company's corporate structure.

Faraci III filed the suit on May 12 in the Jefferson County District Court. The suit does not state if Faraci III is Faraci Jr.'s son.

According to his petition, since the year 2000, Faraci III has had a beneficial ownership interest in Dominick Faraci Air Conditioning.

"In violation of the laws of the State of Texas, Defendants, since at least the year 2001, have not properly called and held annual Stockholder Meetings and have not properly elected members to their Boards of Directors," the suit says.

"Although the laws of the State of Texas require Defendants to have at least three duly elected members on their Boards of Directors, Defendants have been reporting to the State of Texas only one member to their Boards of Directors, which alleged Director, since at least the year 2001, has not been properly elected by a majority of the ownership interests of Defendants."

In his suit, Faraci III says Faraci Jr. has taken control of the company, claiming to be the sole director and president, even though he has not been properly elected by a majority of the ownership interests.

"The assets of Defendants are being wasted as the officers of the Defendants are self dealing and as said officers are being paid substantial compensation in excess of the value of their work performed for the Defendants," the suit says.

"The Shareholders are in a deadlock in voting power and the person who has taken control of the Defendants does not have the approval of more than 50 percent of the ownership interests of the Defendants."

Although Faraci III, as a beneficial owner of the company requested 120 days ago to inspect and make copies of the books and records of the company, he has not been granted the opportunity to inspect the books and records, the suit says.

"As a result of the foregoing, Plaintiff brings this action for the purpose of having a Receiver appointed for the Defendants and of their assets and businesses in order to bring about a rehabilitation of Defendants," the suit says.

"The appointment of a Receiver is necessary to conserve the assets and businesses of the Defendants and to avoid damages to the parties in interest. Plaintiff submits that the Court should appoint an independent, operating Receiver of the Defendants and of their assets and businesses."

In addition to the court appointed receiver, Faraci III is also seeking reimbursement of court costs, including attorneys' fees.

Faraci III is represented by Raymond M. Brassard of Brassard's Law Offices.

Judge Milton Shuffield, 136th Judicial District, has been assigned to the case.

Case No. D181-733

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