                                 IN THE
                         TENTH COURT OF APPEALS

                                No. 10-19-00026-CV

HANI AL-WAHBAN, OMAR AL-WAHBAN,
AND MUSTAFA AL-WAHBAN,
                                                           Appellants
v.

YOUSUF HAMDAN, INDIVIDUALLY AND
DERIVATIVELY AS A SHAREHOLDER OF
HANIS TEXAS TIRES 19, INC.,
D/B/A TEXAS TIRES OF WACO,
                                                           Appellees



                          From the 414th District Court
                            McLennan County, Texas
                           Trial Court No. 2018-4322-5


                          MEMORANDUM OPINION


      In four issues, appellants, Hani Al-Wahban, Omar Al-Wahban, and Mustafa Al-

Wahban, challenge a temporary injunction granted in favor of appellee, Yousuf Hamdan,

individually and derivatively as a shareholder of Hanis Texas Tires 19, Inc. d/b/a Texas
Tires of Waco (collectively “Yousuf”). Because we conclude that the trial court did not

abuse its discretion by issuing the temporary injunction, we affirm.

                                     I.      BACKGROUND

       This case involves a dispute over compensation between Yousuf and appellants,

the owners of Texas Tires—a business that generally provides a variety of wheel and tire

customization options, as well as other automobile services, for customers. Appellants

jointly own thirty-eight stores located throughout Texas, including a store in Waco,

Texas, that serves as the basis for this dispute.

       Yousuf had previously worked at several other Texas Tire stores. While working

for his brother, David Hamdan, at a Texas Tires store in Euless, Texas, Yousuf received

an offer from his friend, Hani, to manage a new Texas Tires location in Waco. According

to Hani, Yousuf’s compensation was twenty-five percent of the store profits after the

opening costs of the store were recouped, with David receiving five percent as a referral

fee and Yousuf receiving the remaining twenty percent.           Yousuf agreed to this

arrangement and began working at the Waco Texas Tires store in late April 2017.

       Yousuf claims “he is a shareholder in and sits on the Board of Directors” of Texas

Tires of Waco; however, appellants “claim [Yousuf] was never a shareholder and did not

sit on the Board of Directors in Texas Tires of Waco; rather, [appellants] claim [Yousuf]

was an employee of Texas Tires of Waco.”




Al-Wahban, et al. v. Hamdan                                                        Page 2
       Hani noted in his testimony at the temporary-injunction hearing that the Waco

Texas Tires store opened in the middle of March 2017, and that it was initially managed

by Jaime Limas.      Hani set up the store, including the inventory, computers, and

equipment, prior to opening. Hani trained both Limas and Yousuf on how to run the

business.

       Yousuf managed the Waco Texas Tires store from late April 2017 to August 2018,

when he was asked to pay for tools that an audit revealed were missing. Yousuf refused

to pay the “fines,” and appellants removed Yousuf from his management position. This

resulted in the cessation of Yousuf receiving any share of the profits from the Waco Texas

Tires store.

       Approximately four months later, on December 4, 2018, Yousuf filed suit “for all

purposes, individually and derivatively as a shareholder of Hanis Texas Tires 19, Inc.

d/b/a Texas Tires of Waco” against appellants, alleging causes of action for violations of

the Texas Business Opportunity Act, breach of fiduciary duty, conversion, negligent

misrepresentation, and unjust enrichment and restitution. Yousuf also requested a

declaration that he “is a 25% shareholder and owns 250 of the outstanding 1,000 shares

of Hanis Texas Tires 19, Inc.”; he “is a director of Hanis Texas Tires 19, Inc.”; and he

“retains all rights, privileges, and ownership interest associated with his status of a

director and shareholder.” Additionally, Yousuf requested injunctive relief against




Al-Wahban, et al. v. Hamdan                                                         Page 3
appellants, including a temporary restraining order that was granted by the trial court

and a subsequent temporary or permanent injunction.

       Appellants responded by filing a motion to transfer venue, an original answer,

special exceptions, a request for disclosure, a motion to dismiss under Texas Rule of Civil

Procedure 91a, and, among other things, a verified motion to deny injunctive relief. See

TEX. R. CIV. P. 91a.

       After a hearing, the trial court granted Yousuf’s request for a temporary injunction.

This accelerated, interlocutory appeal followed.

                                 II.    STANDARD OF REVIEW

       “A temporary injunction is an extraordinary remedy and does not issue as a matter

of right.” Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002) (op. on reh’g) (citing

Walling v. Metcalfe, 863 S.W.2d 56, 57 (Tex. 1993)). The question before the trial court is

whether the applicant is entitled to preserve the status quo of the litigation’s subject

matter pending a trial on the merits. Id.; see State v. Sw. Bell Tel. Co., 526 S.W.2d 526, 528

(Tex. 1975) (defining status quo as the “last, actual, peaceable, non-contested status that

preceded the pending controversy”); see also Tom James of Dallas, Inc. v. Cobb, 109 S.W.3d

877, 882 (Tex. App.—Dallas 2003, no pet.) (noting that the underlying merits of the

controversy are not legal issues pending before the trial court during a temporary-

injunction hearing). “To be entitled to a temporary injunction, the applicant must plead

a cause of action and show a probable right to recover on that cause of action and a


Al-Wahban, et al. v. Hamdan                                                             Page 4
probable, imminent, and irreparable injury in the interim.” Fox v. Tropical Warehouses,

Inc., 121 S.W.3d 853, 857 (Tex. App.—Fort Worth 2003, no pet.) (citing Butnaru, 84 S.W.3d

at 204).

       We review a temporary injunction for an abuse of discretion. See Butnaru, 84

S.W.3d at 204. A trial court abuses its discretion when it acts unreasonably or in an

arbitrary manner or without reference to any guiding rules and principles. Id. at 211. We

will not disturb the trial court’s decision to grant injunctive relief absent a clear abuse of

discretion. Reagan Nat’l Advert. v. Vanderhoof Family Tr., 82 S.W.3d 366, 370 (Tex. App.—

Austin 2002, no pet.). Our scope of review is limited to the validity of the order granting

or denying the temporary injunction. See id. When reviewing the order, we view the

evidence in the light most favorable to the order, indulging every reasonable inference in

its favor, and “determine whether the order was so arbitrary that it exceeds the bounds

of reasonable discretion.” Fox, 121 S.W.3d at 857. “A trial court does not abuse its

discretion if it bases its decision on conflicting evidence and evidence in the record

reasonably supports the trial court’s decision.” Id.

                          III.   IMMINENT AND IRREPARABLE INJURY

       In their first issue, appellants argue that the trial court abused its discretion by

issuing the temporary injunction absent evidence establishing imminent and irreparable

harm. We disagree.




Al-Wahban, et al. v. Hamdan                                                             Page 5
       As noted above, to obtain a temporary injunction, Yousuf was required to plead

and prove, among other things, a probable, imminent, and irreparable injury in the

interim. See Butnaru, 84 S.W.3d at 204. “An injury is irreparable if the injured party

cannot be adequately compensated in damages or if the damages cannot be measured by

any certain pecuniary standard. Id. (citing Canteen Corp. v. Republic of Tex. Props., Inc., 773

S.W.2d 398, 401 (Tex. App.—Dallas 1989, no writ)); see Tex. Indus. Gas v. Phoenix

Metallurgical Corp., 828 S.W.2d 529, 533 (Tex. App.—Houston [1st Dist.] 1992, no writ)

(noting that an applicant for injunctive relief must establish damages are incapable of

calculation or the party sought to be enjoined is incapable of responding in damages).

       The requirements of an irreparable injury and an inadequate remedy at law are

intertwined under Texas case law. See Wright v. Scott Supply Grp., Inc., 137 S.W.3d 289,

294 (Tex. App.—Beaumont 2004, no pet.). “The general rule at equity is that before

injunctive relief can be obtained, it must appear that there does not exist an adequate

remedy at law.” Butnaru, 84 S.W.3d at 210. “An adequate remedy is one that is as

complete, practical, and efficient to the prompt administration of justice as is equitable

relief.” Wilson N. Jones Mem’l Hosp. v. Huff, 188 S.W.3d 215, 218 (Tex. App.—Dallas 2003,

pet. denied) (citing Cardinal Health Staffing Network, Inc. v. Bowen, 106 S.W.3d 230, 235

(Tex. App.—Houston [1st Dist.] 2003, no pet.)).

       In the instant case, Yousuf proffered evidence demonstrating that he is a 25%

shareholder of the Waco Texas Tires store and, thus, is entitled to 25% of the store’s profits


Al-Wahban, et al. v. Hamdan                                                              Page 6
on a monthly basis. This was shown by the production of a Schedule K-1 form filed with

the IRS that identified Yousuf as a 25% shareholder. Furthermore, the record also shows

that appellants attempted to hold a board meeting and invited Yousuf to the meeting as

a board member.

       With regard to the profitability of the Waco Texas Tires store, Yousuf relies on the

following testimony of Hani:

       Q [Appellants’ counsel]:    So has the business, since Yousuf left, has it
                                   turned a profit?

       A [Hani]:                   No. Either we shut it down or just find
                                   somebody and just pay them as much as they
                                   want at least to run it, until we figure this out.

               ...

       Q [Yousuf’s counsel]:       Mr. Al-Wahban, did you just say that you may
                                   have to shut down Texas Tires of Waco?

       A:                          Pretty much. I mean who is going to run it?
                                   Me? I got 30 other operations to work.

Hani also testified that the new family running the Waco Texas Tires stores has “an entire

folder of nothing but problems and mistakes and stuff like that we’re having to fix. So

there’s a lot of issues.”

       The above-mentioned testimony shows that the Waco Texas Tires stores has not

generated a profit and that appellants may shut down the Waco Texas Tires store.

Shutting down the store would affect the calculation of Yousuf’s purported damages and,

thus, the status quo of the litigation’s subject matter pending trial on the merits. See
Al-Wahban, et al. v. Hamdan                                                             Page 7
Butnaru, 84 S.W.3d at 204; see also Sw. Bell Tel. Co., 526 S.W.2d at 528; Frequent Flyer Depot,

Inc. v. Am. Airlines, Inc., 281 S.W.3d 215, 228 (Tex. App.—Fort Worth 2009, pet. denied)

(“Disruption to a business can be irreparable harm.” (internal citations omitted)); Tex.

Indus. Gas, 828 S.W.2d at 533. Appellants emphasize that they can pay Yousuf out of their

own pockets, if necessary. However, this argument is inconsequential because Yousuf’s

purported damages are premised on his shareholder status, which are calculated based

on the valuation of the Waco Texas Tires store and its profits. We therefore conclude that

Yousuf’s evidence constitutes more than a fear, apprehension, or speculation of a claimed

injury. See Fox, 121 S.W.3d at 861 (“An injunction is not proper when the claimed injury

is merely speculative; fear and apprehension of injury are not sufficient to support a

temporary injunction.” (citing Jordan v. Landry’s Seafood Rest., Inc., 89 S.W.3d 737, 742 (Tex.

App.—Houston [1st Dist.] 2002, pet. denied) (op. on reh’g))).

       Appellants point to Yousuf’s testimony, wherein he admitted that he does not

have any reason to believe that the company will struggle to pay him the amount he

alleges he is owed. He also agreed that the company has assets to pay him and that he is

not aware of any significant financial event that impacts or changes the finances of the

company in the next few months. He also acknowledged that he waited four months

after the termination of his employment to file this lawsuit. Furthermore, at another point

in his testimony, Hani stated that the Waco Texas Tires store was “performing good.”




Al-Wahban, et al. v. Hamdan                                                              Page 8
       The conflicts in the evidence relied upon by appellants are for the factfinder—here,

the trial court—to resolve and cannot serve as the basis for concluding that the trial court

abused its discretion by granting the temporary injunction. See State Bd. of Ins. v. Prof’l &

Bus. Men’s Ins. Co., 359 S.W.2d 312, 321-22 (Tex. Civ. App.—Austin 1962, writ ref’d n.r.e.)

(explaining that, at a temporary-injunction hearing, the trial court is the judge of the

credibility of testimony and the weight to be given thereto); see also Taylor v. Vela, No. 01-

17-00370-CV, 2018 Tex. App. LEXIS 1180, at *9 (Tex. App.—Houston [1st Dist.] Feb. 13,

2018, no pet.) (mem. op.) (noting that questions of credibility are left to the trial court, and

the reviewing court will not conclude that the trial court abused its discretion in resolving

a request for a temporary injunction based on its resolution of conflicting evidence)

(citing Regal Entm’t Grp. v. iPic-Gold Class Entm’t, LLC, 507 S.W.3d 337, 351 (Tex. App.—

Houston [1st Dist.] 2016, no pet.)). Moreover, we must be mindful of the governing

standard of review, which requires us to view the evidence in the light most favorable to

the order, indulging every reasonable inference in its favor. See Fox, 121 S.W.3d at 857.

In doing so, we cannot say that the order was so arbitrary that it exceeded the bounds of

reasonable discretion with regard to a probable, imminent, and irreparable injury in the

interim. See id. Accordingly, we overrule appellants’ first issue.




Al-Wahban, et al. v. Hamdan                                                              Page 9
                              IV.   PROBABLE RIGHT TO RELIEF SOUGHT

       In their second issue, appellants complain that the trial court abused its discretion

by granting the temporary injunction without a showing by Yousuf of a probable right to

the relief sought. Once again, we disagree.

       In his original petition, Yousuf asserted causes of action for violations of the Texas

Business Opportunity Act, breach of fiduciary duty, conversion, fraud, negligent

misrepresentation, and unjust enrichment/restitution. The record contains evidence

supporting a probable right to relief as to several of these causes of action. Specifically,

Yousuf testified that he was told that he would have a 25% ownership interest in the

Waco Texas Tires store in exchange for “[c]oming in the location, handling the everyday

day-to-day operations, A to Z turnkey, until lights are off 7 days a week.” Yousuf further

explained that,

       initially upon partnership, it was understood that payment wouldn’t be
       received until, uh, my share of the cost, uh, was covered. Uh, upon which,
       once that was complete, uh, then a 25% draw or “pull,” as we called it,
       would be disbursed monthly like clock[]work almost; right on the same
       time the beginning of the month.

Additionally, a telephone conversation between Yousuf and Hani was admitted into

evidence, wherein Hani told Yousuf that he was entitled to 25% of the profit.

       However, despite the foregoing, Hani testified that Yousuf has no ownership

interest whatsoever in the Waco Texas Tires store and that the Schedule K-1

demonstrating Yousuf’s shareholder status was filed by mistake.                Accordingly,


Al-Wahban, et al. v. Hamdan                                                           Page 10
appellants have refused to pay Yousuf any share of the profits of the Waco Texas Tires

store.

         “A probable right to recover is shown by alleging a cause of action and presenting

evidence tending to sustain it.” Burgess v. Denton County, 359 S.W.3d 351, 356 (Tex.

App.—Fort Worth 2012, no pet.) (citing Frequent Flyer Depot, Inc., 281 S.W.3d at 220).

Yousuf has alleged a number of causes of action, especially his fraud, negligent

misrepresentation, unjust enrichment, breach of fiduciary duty, for which he presented

evidence tending to sustain the causes of action, including the agreement of the parties

that Yousuf would manage the Waco Texas Tires store in exchange for 25% of the profits,

the Schedule K-1 identifying Yousuf as a shareholder, and the refusal of appellants to pay

Yousuf a share of the profits from the Waco Texas Tires store despite Yousuf’s service as

manager of the store. See id.; see also Fed. Land Bank Ass’n v. Sloane, 825 S.W.2d 439, 442

(Tex. 1991) (noting the elements for proving a cause of action for negligent

misrepresentation); Vortt Exploration Co., Inc. v. Chevron U.S.A., Inc., 787 S.W.2d 942, 944

(Tex. 1990) (explaining the elements of a quantum-meruit claim founded on unjust

enrichment); Beck v. Law Offices of Edwin J. Terry, Jr., P.C., 284 S.W.3d 416, 429 (Tex. App—

Austin 2009, no pet.) (outlining the elements of a breach-of-fiduciary-duty claim); Brush

v. Reata Oil & Gas Corp., 984 S.W.2d 720, 726 (Tex. App.—Waco 1998, pet. denied) (stating

the elements for proving a cause of action for common-law fraud). Therefore, because

there is some evidence tending to sustain several of Yousuf’s causes of action, we cannot


Al-Wahban, et al. v. Hamdan                                                           Page 11
say that the trial court abused its discretion by implicitly concluding that Yousuf has a

probable right to relief in this case. See Burgess, 359 S.W.3d at 356. As such, we overrule

appellants’ second issue.

                              V.     THE PRECISE RELIEF SOUGHT

       In their third issue, appellants argue that the trial court exceeded its jurisdiction

by entering an injunction that did not align with the precise relief sought. Appellants

also complain that Yousuf failed to show that appellants intended to engage in the

conduct sought to be enjoined.

       In section 61 of his original filing, Yousuf made numerous requests for injunctive

relief. Among his many requests, Yousuf sought to prevent appellants from making

distributions of cash unless Yousuf also receives his 25% portion of any total distributable

amount. Similarly, in its order, the trial court specifically enjoined appellants as follows:

           a. Defendants, including their officers, agents, servants, employees,
              and/or representatives, and upon those persons in active concert or
              participation with them who receive actual notice of the order by
              personal service or otherwise, are prohibited from distributing 25%
              of the profit of Hanis Texas Tires 19, Inc., and shall hold such in trust
              in Hanis Texas Tires 19, Inc.’s bank account until further order of the
              court . . . .

This requirement aligns the objective of Yousuf’s request and ensures that appellants may

continue running the Waco Texas Tires store to their benefit. The fact that the order

requires the 25% share of the profits purportedly owed to Yousuf to be held in trust in

Hanis Texas Tires 19, Inc.’s own bank account does not render the temporary-injunction


Al-Wahban, et al. v. Hamdan                                                               Page 12
order improper. See Biodynamics, Inc. v. Guest, 817 S.W.2d 128, 130 (Tex. App.—Houston

[14th Dist.] 1991, writ dism’d by agr.) (concluding that a trial court does not abuse its

discretion if it grants a temporary injunction that exceeds the relief the applicant seeks if

the items complained of are necessary to maintain the status quo or give full effect to the

injunction that was sought). Further, the trial court’s order in this regard is, arguably,

less restrictive than the relief requested by Yousuf in his original petition, and this

provision helps to maintain the status quo.

       In addition to the foregoing, Yousuf also requested that appellants be mandated

to provide him with “any and all records reasonably necessary to determine whether

Hanis Texas Tires 19, Inc. has made distributions . . . from August 1, 2018 through

December 1, 2018” and “true, correct, complete, and accurate books and records of Hanis

Texas Tires 19, Inc. . . . on or before December 18, 2018.” These requests correspond with

subpart (b) of the trial court’s temporary-injunction order, which provides: “Defendants

shall provide (or cause to provide) Plaintiff with true, correct, and accurate copies of the

financial books, records, and bank account statements for Hanis Texas Tires 19, Inc. on a

monthly basis . . . .” Subpart (b) of the trial court’s temporary-injunction order aligns

with the requests made by Yousuf and helps maintain the status quo pending the final

trial on the merits.

       And finally, in his requests for injunctive relief, Yousuf also sought to prohibit

appellants from “tampering with, altering . . . and/or destroying the financial books and


Al-Wahban, et al. v. Hamdan                                                           Page 13
records of Hanis Texas Tires 19, Inc.” Subpart (c) of the trial court’s temporary-injunction

order specifically stated that:

          Defendants, including their officers, agents, servants, employees, and/or
          representatives, and upon those persons in active concert or participation
          with them who receive actual notice of the order by personal service or
          otherwise, are prohibited from tampering with, altering (exclusive of
          incorporating any new or additional information reasonably necessary to
          record ongoing transactions incurred in the ordinary course of business),
          and/or destroying the financial books and records of Hanis Texas Tires 19,
          Inc.

Like before, the language contained in the trial court’s temporary-injunction order aligns

with the requests for injunctive relief made by Yousuf and helps maintain the status quo.

Contrary to appellants’ assertions, these provisions of the temporary-injunction order

substantially mirror that which was requested by Yousuf in his request for injunctive

relief.

          To the extent that appellants assert that the evidence does not support the above-

mentioned provisions of the trial court’s temporary-injunction order, we note that the

record contains testimony from Hani indicating that the Waco Texas Tires store is not

profitable and may have to be closed. Although Hani also mentions that the Waco Texas

Tires store in under new management and is “performing good,” such conflicts in the

evidence are for the trial court to resolve because it involves a determination of credibility

and demeanor. See State Bd. of Ins., 359 S.W.2d at 321-22; see also Taylor, 2018 Tex. App.

LEXIS 1180, at *9 (citing Regal Entm’t Grp., 507 S.W.3d at 351).



Al-Wahban, et al. v. Hamdan                                                            Page 14
       Therefore, viewing all of the evidence in the light most favorable to the trial court’s

order and indulging every reasonable inference in its favor, we cannot say that the trial

court exceeded its jurisdiction by entering an injunction that did not align with the precise

relief sought. See Fox, 121 S.W.3d at 857; see also Biodynamics, Inc., 817 S.W.2d at 130;

Fairfield v. Stonehenge Ass’n Co., 678 S.W.2d 608, 611 (Tex. App.—Houston [14th Dist.]

1984, no writ) (“It is generally stated that, in order to warrant a court of equity to grant

injunctive relief, the applicant must specific the precise relief sought and that a court is

without jurisdiction to grant relief beyond and in addition to that particularly specified.”

(internal citations omitted)). Accordingly, we overrule appellant’s third issue.

                      VI.     THE CORPORATION AS A “NECESSARY PARTY”

       In their fourth issue, appellants contend that the trial court abused its discretion

by issuing a temporary injunction that enjoined a corporation—Hanis Texas Tires 19,

Inc.—that is not a party to the lawsuit. Ostensibly, appellants argue that Hanis Texas

Tires 19, Inc., was a “necessary party” that should have been joined in this lawsuit.

       At the outset, we will address Yousuf’s contention that appellants waived this

issue. A defect of parties is waived unless raised by a verified pleading. TEX. R. CIV. P.

93(4); see Allison v. Nat’l Union Fire Ins. Co., 703 S.W.2d 637, 638 (Tex. 1986) (per curiam);

see also Nootsie, Ltd. v. Williamson County Appraisal Dist., 925 S.W.2d 659, 662 (Tex. 1996)

(“We have not hesitated in previous cases to hold that parties who do not follow rule 93’s

mandate waive any right to complain about the matter on appeal.”). A review of the


Al-Wahban, et al. v. Hamdan                                                            Page 15
record shows that, in their verified motion to deny injunctive relief, appellants asserted

that the TRO “restrains the named Defendants AND the Corporation, which has not been

made a party to this case. Plaintiff has wrongfully inserted the Corporation into the TRO

without including the Corporation as a party to the lawsuit.” (Emphasis in original). This

language properly raised the issue of whether Hanis Texas Tires 19, Inc. was a “necessary

party” in the trial court. As such, we conclude that this issue was properly preserved for

appellate review. See TEX. R. CIV. P. 93(4); see also Nootsie, Ltd., 925 S.W.2d at 662; Allison,

703 S.W.2d at 638.

       The general rule in Texas is that individual stockholders have no separate
       and independent right of action for injuries suffered by the corporation
       which merely result in the depreciation of the value of their stock.
       Accordingly, an action for such injury must be brought by the corporation,
       not individual shareholders. When a shareholder brings a derivative action
       on behalf of a closely held corporation, however, the trial court may treat
       the derivative action as a direct action brought by the shareholder for his
       own benefit and award recovery directly to the shareholder if justice
       requires.

Guajardo v. Hitt, 562 S.W.3d 768, 780 (Tex. App.—Houston [14th Dist.] 2018, pet. denied)

(internal citations & quotations omitted).

       In derivative proceedings, “‘the controversy is between the corporation and the

fraudulently acting officers and directors. It (the corporation) is really the complainant

in the suit . . . .’” Tex. Soc’y, Daughters of The Am. Revolution, Inc. v. Fort Bend Chapter, The

Nat’l Soc’y of the Am. Revolution, 590 S.W.2d 156, 160 (Tex. App.—Texarkana 1979, writ

ref’d n.r.e.) (quoting Providential Inv. Corp. v. Dibrell, 320 S.W.2d 415, 418 (Tex. Civ. App.—


Al-Wahban, et al. v. Hamdan                                                              Page 16
Houston [1st Dist.] 1959, no writ)). Furthermore, section 21.563 of the Texas Business

Organizations Code provides that a closely-held corporation has “fewer than 35

shareholders” and “no shares listed on a national securities exchange or regularly quoted

in an over-the-counter market by one or more members of a national securities

association.” TEX. BUS. ORGS. CODE ANN. § 21.563(a) (West 2012).

         In the instant case, Yousuf brought this lawsuit derivatively as a shareholder of

Hanis Texas Tires 19, Inc. d/b/a Texas Tires of Waco.—a closely-held corporation that has

fewer than thirty-five shareholders and is not listed or regularly quoted on any national

securities exchange or over-the-counter market. See id. Therefore, in accordance with

Texas case law and section 21.563(c) of the Business Organizations Code, Yousuf, as an

alleged shareholder of Hanis Texas Tires 19, Inc., is permitted to bring a derivative action

on behalf of the corporation, and the trial court could treat the derivative action as a direct

action brought by Yousuf for his own benefit. See Guajardo, 562 S.W.3d at 780; see also

TEX. BUS. ORGS. CODE ANN. § 21.563(c); Sneed v. Webre, 465 S.W.3d 169, 181 (Tex. 2015). As

such, we cannot say that the parties are improperly aligned.

         Moreover, the temporary injunction does not threaten the corporation or bar it

from normal operations; rather, it merely seeks to maintain the status quo. The actions

enjoined in this case are only against appellants who own and control the corporation,

not the corporation itself. Thus, based on the foregoing, we overrule appellant’s fourth

issue.


Al-Wahban, et al. v. Hamdan                                                             Page 17
                                   VII.     CONCLUSION

       Having overruled all of appellants’ issues on appeal, we affirm the judgment of

the trial court.




                                               JOHN E. NEILL
                                               Justice

Before Chief Justice Gray,
       Justice Davis, and
       Justice Neill
Affirmed
Opinion delivered and filed June 12, 2019
[CV06]




Al-Wahban, et al. v. Hamdan                                                    Page 18
