                                                                          ACCEPTED
                                                                      03-15-00447-CV
                                                                              8040945
                                                           THIRD COURT OF APPEALS
                                                                      AUSTIN, TEXAS
                                                                 12/1/2015 4:40:44 PM
                                                                    JEFFREY D. KYLE
                                                                               CLERK
             NO. 03-15-00447-CV

            In the Court of Appeals                   FILED IN
                                               3rd COURT OF APPEALS
    For the Third Judicial District of Texas       AUSTIN, TEXAS
                    at Austin                  12/1/2015 4:40:44 PM
                                                 JEFFREY D. KYLE
                                                       Clerk
         BARBARA PAMPALONE,
             Cross-Appellant

                       v.

             ERIC HINOJOSA,
             Cross-Appellee


On Appeal from the 419th Judicial District Court
            Travis County, Texas
  Trial Court Cause No. D-1-GN-14-003207


AMENDED CROSS-APPELLANT’S BRIEF


               MCGINNIS, LOCHRIDGE & KILGORE, L.L.P.
               Nelia J. Robbi
               State Bar No. 24052296
               Joe Lea
               State Bar No. 24013257
               Stephanie N. Duff-O’Bryan
               State Bar No. 24087448
               600 Congress Avenue, Suite 2100
               Austin, Texas 78701
               (512) 495-6000
               (512) 495-6093 FAX
               nrobbi@mcginnislaw.com

               ATTORNEYS FOR BARBARA PAMPALONE

     ORAL ARGUMENT REQUESTED
                   IDENTITY OF PARTIES AND COUNSEL


Parties to the Trial Courts Judgment

Plaintiff:               Barbara Pampalone

Defendants:              Austin Capital Collision, LLC
                         Eric Hinojosa


Names and Addresses of Trial and Appellate Counsel

Counsel for Plaintiff:   Nelia J. Robbi
                         nrobbi@mcginnislaw.com
                         Joe Lea
                         jlea@mcginnislaw.com
                         Stephanie N. Duff-O’Bryan
                         sduffobryan@mcginnislaw.com
                         600 Congress Avenue, Suite 2100
                         Austin, Texas 78701
                         (512) 495-6000
                         (512) 495-6093 FAX

Counsel for              Michael Truesdale
Defendants:              mike@truesdalelaw.com
                         801 West Avenue, Suite 201
                         Austin, Texas 78701
                         (512) 482-8671
                         (866)-847-8719 FAX

                         Adam Pugh
                         apugh@slaterpugh.com
                         8400 N. Mopac Expressway, Suite 100
                         Austin, Texas 78759
                         (512) 472-2431
                         (512) 472-0432 FAX




                                        ii
                                             TABLE OF CONTENTS


IDENTITY OF PARTIES AND COUNSEL ...................................................................... ii

TABLE OF CONTENTS ................................................................................................... iii

INDEX OF AUTHORITIES .............................................................................................. vi

STATEMENT OF THE CASE ........................................................................................... 1

STATEMENT REGARDING ORAL ARGUMENT ......................................................... 1

STATEMENT OF JURISDICTION ................................................................................... 2

ISSUE PRESENTED .......................................................................................................... 2

STATEMENT OF FACTS .................................................................................................. 3

A.       Overview and the parties. ......................................................................................... 3

B.       The business: Capital Collision. ............................................................................... 5

C.       The loan. ................................................................................................................... 5

D.       The payments: 94 monthly payments over 8 years. ................................................. 7

E.       The fraud. ................................................................................................................. 8

         1.        Eric Hinojosa wholly owned and controlled Capital Collision. .................... 9

         2.        Mr. Hinojosa formed a new company, also called Capital
                   Collision, which he also wholly owned and controlled. ............................... 9

         3.        After his new company took over the business of the old
                   company, Mr. Hinojosa terminated the old company. ................................ 10

         4.        Mr. Hinojosa did not tell Dr. Pampalone that he had terminated
                   the company she had loaned money to........................................................ 10

         5.        Mr. Hinojosa terminated the old company to “close old debt,”
                   but continued to send and receive correspondence related to the
                   debt using the old company’s address. ........................................................ 11




                                                                 iii
         6.        Unbeknownst to Dr. Pampalone, Mr. Hinojosa transferred
                   payments on the loan to an account held in the name of the old
                   company that he had terminated and funded that account with
                   money from the new company and his own personal funds. ...................... 12

         7.        Three years after terminating the company to which Dr.
                   Pampalone had made the loan, Mr. Hinojosa stopped paying. ................... 13

F.       The litigation. ......................................................................................................... 13

SUMMARY OF THE ARGUMENT ................................................................................ 14

ARGUMENT..................................................................................................................... 17

A.       De Novo Standard of Review ................................................................................. 17

B.       The trial court judgment should be reformed to impose liability on Eric
         Hinojosa because the trial court erred in failing to impose alter ego
         liability based on its factual findings and the undisputed evidence. ...................... 17

         1.        The trial court correctly found that Eric Hinojosa completely
                   owned and controlled both companies during the relevant time
                   periods. ........................................................................................................ 20

         2.        The trial court correctly found that Eric Hinojosa commingled
                   personal and corporate assets and obligations............................................. 22

         3.        Limiting liability would work an injustice because it is
                   undisputed that Eric Hinojosa emptied the original debtor to
                   make a new company without telling anyone. ............................................ 25

         4.        The requirement of fraud is established by the trial court’s
                   findings and the undisputed evidence at trial because the
                   findings and undisputed evidence established as a matter of law
                   (a) a fraudulent transfer under Tex. Bus. & Com. Code §
                   24.006(a), and (b) that Eric Hinojosa intentionally used the
                   companies to deceive his creditor for his personal benefit. ........................ 27

                   a.        Eric Hinojosa effected a fraudulent transfer under Section
                             24.006 of the Texas Business and Commerce Code ........................ 28

                   b.        Eric Hinojosa used the companies to deceive his creditor
                             for his personal benefit ..................................................................... 30

C.       The proper remedy is to reform and render the judgment. ..................................... 32


                                                                 iv
CONCLUSION ................................................................................................................. 33

PRAYER ........................................................................................................................... 33

CERTIFICATE OF SERVICE .......................................................................................... 35

CERTIFICATE OF COMPLIANCE ................................................................................ 36

APPENDIX ....................................................................................................................... 37




                                                                 v
                                         INDEX OF AUTHORITIES
Cases

Castleberry v. Branscrum, 721 S.W.2d 270 (Tex. 1986) ..................... 18, 19, 28, 30

Dick’s Last Resort of West End, Inc. v. Market/Ross, Ltd., 273 S.W.3d 905 (Tex.
  App.—Dallas 2008, pet. denied) ..........................................................................30

Dodd v. Savino, 426 S.W.3d 275 (Tex. App.—Houston [14 Dist.] 2014, no pet.) .23
Farr v. Sun World Savings Ass’n, 810 S.W.2d 294 (Tex. App.—El Paso).... 20, 28,
  30, 32
Harco Energy, Inc. v. Re-Entry People, Inc., 23 S.W.3d 389 (Tex. App.—Amarillo
 2000, no pet.) ................................................................................................. 20, 28
Mancorp, Inc. v. Culpepper, 802 S.W.2d 226 (Tex. 1990) ............................. passim
MBR & Associates, Inc. v. Lile, 02-11-00431-CV, 2012 WL 4661665, (Tex.
 App.—Fort Worth Oct. 4, 2012, pet. denied) ......................................................22
Phillips v. Carlton Energy Group, LLC, No. 12-0255, 2015 WL 2148951 (Tex.
  May 8, 2015) ............................................................................................. 1, 17, 18
Remington Arms Co., Inc. v. Luna, 966 S.W.2d 641 (Tex. App.—San Antonio
  1998, pet. denied) .................................................................................................17
Schlueter v. Carey, 112 S.W.3d 164 (Tex. App.—Fort Worth 2003, pet.
  denied) ........................................................................................................... 22, 23
Spring Street Partners-IV, L.P. v. Lam, 730 F.3d 427 (5th Cir. 2013) ...................30

SSP Partners v. Gladstrong Investments (USA) Corporation, 275 S.W.3d 444
  (Tex. 2008) .................................................................................................... 26, 27

Cappuccitti v. Gulf Industrial Products, Inc., 222 S.W.3d 468 (Tex. App. —
  Houston [14th Dist.] 1994, no pet.)............................................................... 24, 25
Stewart & Stevenson Services, Inc. v. Serv-Ttech, Inc., 879 S.W.2d 89 (Tex.
  App.—Houston [14th Dist.] 1994, pet denied) ....................................................19




                                                            vi
Statutes

Tex. Bus. & Com. Code § 24.006(a), and (b) ........................................ iv, 27, 28, 37

Tex. Bus. Org. Code § 11.052 ......................................................................... 31, 37
Tex. Bus. Org. Code § 11.356 ................................................................... 26, 31, 37

Tex. Bus. Org. Code § 21.223 ......................................................................... 19, 37

Texas Civil Practice and Remedies Code § 51.012 ...................................................2
Rules

Tex. R. App. P. 43.3.......................................................................................... 32, 37
TEX. R. APP. P. 9.4(e) ...............................................................................................36
TEX. R. APP. P. 9.4(i)(1) ...........................................................................................36
Texas Rules of Appellate Procedure 38.1, 39.1, and 39.2 .........................................1
Other Authorities

6 McDonald & Carlson Tex. Civ. Prac. App. Prac. § 33:10 ...................................32




                                                          vii
                         STATEMENT OF THE CASE
Nature of the Case:         Cross-Appellant, Barbara Pampalone, sued Appellant,
                            Austin Capital Collision, LLC and Cross-Appellee,
                            Eric Hinojosa, for breach of contract.

Parties:                    Cross-Appellant/Plaintiff is Barbara Pampalone

                            Cross-Appellee/Defendant is Eric Hinojosa

Trial Court:                The Honorable Todd Wong, 419th Judicial District
                            Court, Travis County, Texas.

Trial Court’s Disposition: After a bench trial on June 8, 2015, the trial court
                           granted judgment in favor of Barbara Pampalone and
                           against Austin Capital Collision, LLC. The trial court
                           found that Eric Hinojosa was not individually liable
                           under the theory of piercing the corporate veil alleged
                           by plaintiff. Austin Capital Collision, LLC and
                           Barbara Pampalone filed timely notices of appeal on
                           July 29, 2015, and on July 7, 2015, the trial court
                           issued its findings of fact and conclusions of law.

                  STATEMENT REGARDING ORAL ARGUMENT
      Pursuant to Texas Rules of Appellate Procedure 38.1, 39.1, and 39.2, Cross-

Appellant requests oral argument before this Court of Appeals. Cross-Appellant

believes oral argument will assist the Court, as this appeal requests that this Court

apply the standard of review adopted very recently by the Texas Supreme Court in

Phillips v. Carlton Energy Group, LLC, No. 12-0255, 2015 WL 2148951, at *15

(Tex. May 8, 2015) in determining whether the trial court erred by not piercing the

corporate veil.
                     STATEMENT OF JURISDICTION


     This Court has jurisdiction of this appeal pursuant to Texas Civil Practice

and Remedies Code § 51.012.

                              ISSUE PRESENTED
    1. Whether the trial court erred in refusing to pierce the corporate veil and

       hold Eric Hinojosa individually liable for breach of contract.




                                        2
TO THE HONORABLE THIRD COURT OF APPEALS:

                           STATEMENT OF FACTS
      This case presents the precise factual scenario that the alter ego doctrine was

created to prevent. This is a story about a businessman, Eric Hinojosa, who found

himself mired in debt that he did not want to pay, whose business was flagging,

and who saw a simple way out: to go down to the Texas secretary of state, create a

new LLC, and walk away debt-free, with his business still intact. 2RR:111-12,

124-25, 175-76, 217-19, 222-24, 232-34; PX-5; PX-14; Appx:2, ¶29. And at least

one of Eric Hinojosa’s creditors—Barbara Pampalone, a semi-retired dentist who

obtained a second mortgage so that she could make an $80,000 loan to Mr.

Hinojosa’s first company—was none the wiser. 2RR:52-53. But, hiding behind

his new LLC, Eric Hinojosa now claims that he owes Barbara Pampalone nothing.

      A.    Overview and the parties.

      The parties to this appeal—Barbara Pampalone and Eric Hinojosa—have

known each other since Eric Hinojosa was just a boy. 2RR:53-54. Dr. Pampalone

is a widow and semi-retired dentist who has been living in Chatsworth, California

for almost 40 years. 2RR:52-53; Appx:2, ¶6. Dr. Pampalone’s youngest child,

Erik Pampalone, and Eric Hinojosa were childhood friends—they went to

elementary and high school together before Mr. Hinojosa moved to Texas with his

family. 2RR:95-96. Erik and Eric remained close and, in approximately 2003,



                                         3
they went into business together. 2RR:54-55, 96-97; Appx:2, ¶7. That business

was an auto body repair shop known as “Capital Collision.” Appx:2, ¶7. In 2005,

Dr. Pampalone loaned Capital Collision $80,000. Appx:2, ¶9. In accordance with

the terms of the agreement between Dr. Pampalone and the company, the company

immediately began repaying the loan. Appx:2, ¶18.

      Two years later, in 2007, Erik Pampalone exited the company completely,

and the company, now run exclusively by Eric Hinojosa, continued to repay the

loan as agreed for another 6 years. 2RR:13; Appx:2, ¶¶22, 23, 27, 31. Only—

unbeknownst to Dr. Pampalone— the company she loaned the money to in 2005

was terminated by Eric Hinojosa in 2010, but not before Mr. Hinojosa had first

formed a new company (still run exclusively by him) in 2009 to take over the

business and assumed name of the old company. PX-20; PX-24; Appx:2, ¶¶30, 24,

26, 29.   Eric Hinojosa never told Dr. Pampalone that he had terminated the

company she had loaned money to—and he certainly did not tell her that the

reason he was terminating that old company was to “close old debt.” 2RR:175-76;

Appx:2, ¶28. Instead, he kept the old company’s bank accounts open, funded those

accounts with money from the new company and with his own money, and

continued to quietly repay the loan to Dr. Pampalone until the statutory wind up

period for the old company had expired, leaving Dr. Pampalone with, presumably,

no one to sue. 2RR:194-203, 248-49; Appx:2, ¶¶29, 31, 33. Dr. Pampalone had



                                       4
no reason to ever suspect anything was amiss until, in April 2013, the monthly

payments ceased. Appx:2, ¶37; Appx: 8.

      B.    The business: Capital Collision.

      The business, Capital Collision, was formed by Eric Hinojosa in

approximately 2002 and was structured as two corporations—Hinojosa Auto Body

& Paint Inc. (Nevada) and Hinojosa Auto Body & Paint, Inc. (Texas)—operating

as a general partnership—Capital Collision, GP—and had an assumed name

certificate on file for and did business simply as “Capital Collision.” 2RR:97-99:

2RR:171-72; Appx:2, ¶7; PX-19; PX-24; PX-27.

      Mr. Hinojosa was the president and a 50% shareholder of each of the

Hinojosa Auto Body & Paint, Inc. entities. 2RR:100-02; Appx:2, ¶7; PX-27; PX-

28; PX-29. Mr. Pampalone joined as the vice president and other 50% shareholder

of those entities. 2RR:100-02; Appx:2, ¶7; PX-27; PX-28; PX-29. Because Mr.

Pampalone was still living in California, he was not involved in the day-to-day

operations of the business. 2RR: 103.

      C.    The loan.

      In early 2005, the business had an option to purchase the land it was

operating on but lacked the funds necessary to do so. 2RR:105, 176; Appx:2, ¶10.

Mr.   Hinojosa   and    Mr.   Pampalone,     in   their   capacities   as   corporate

officers/directors, discussed the issue, and Mr. Pampalone suggested to Mr.



                                         5
Hinojosa that he could ask his mother, Dr. Pampalone, to loan the funds to the

business. 2RR:105-06; Appx:2, ¶10. Mr. Hinojosa agreed that Mr. Pampalone

should ask Dr. Pampalone to make a loan to the business. 2RR:106, 110-11;

Appx:2, ¶10.

      Accordingly, in his capacity as vice-president of Capital Collision, Mr.

Pampalone approached Dr. Pampalone and proposed that she loan the sum of

$80,000 to Capital Collision and, in exchange, Capital Collision would repay the

$80,000 over a twenty-year period, plus annual interest at 7%. 2RR:59, 60, 106-

07; Appx:2, ¶11.

      Dr. Pampalone specifically understood this to be a loan to the business—not

to her son personally—and further understood that the funds would be used for

business purposes, including the possible purchase of land. 2RR:57, 59; Appx:2,

¶12. Dr. Pampalone had previously loaned funds to Capital Collision for business

purposes in 2003 and, at the time of the loan at issue, was being repaid by Capital

Collision as agreed. 2RR:61-62; Appx:2, ¶13.

      Dr. Pampalone agreed to loan the $80,000 to Capital Collision, and she

performed under the terms of the agreement by paying the funds to Capital

Collision in two installments: $50,000 on or about March 24, 2005, and the

remaining $30,000 on or about April 13, 2005. 2RR:58-9, 107-10, 158-59; PX-1;

PX-2; PX-3A; Appx:2, ¶14.        The loaned funds were deposited into Capital



                                        6
Collision’s bank account, a Bank of America Account held in the names of

“Capital Collision” and “Eric Hinojosa.”     2RR:107-10; PX-1; PX-2; PX-3A;

Appx:2, ¶15. Dr. Pampalone had to take a second mortgage on her home in order

to advance the $80,000 to the business. 2RR:57.

      Although there was no signed promissory note for the loan, the terms of the

loan were evidenced in yearly amortization schedules generated by Mr. Pampalone

on Dr. Pampalone’s behalf and sent to Mr. Hinojosa and the business. 2RR:59-60,

62; Appx:2, ¶16.

      D.    The payments: 94 monthly payments over 8 years.

      Beginning in May 2005, Capital Collision began performing under the

agreement by making monthly payments to Dr. Pampalone in accordance with the

agreed upon terms. 2RR:64-65, 112; Appx:2, ¶18. The parties stipulated that

between May 2005 and April 2013, Dr. Pampalone received 94 monthly payments

from two different Bank of America accounts as summarized in Plaintiff’s Exhibit

3. CR:41-47; Appx:2, ¶19; Appx: 8; PX-3, PX-3A. From May 2005 through

approximately March 2010, these payments were made from the Bank of America

Account held in the names of “Eric Hinojosa” and “Capital Collision” (hereinafter,

the “Capital Collision Account”).      PX-3; PX-3A; Appx:2, ¶32; Appx: 8.

Thereafter—and without missing a payment during the transition—payments were

made from a Bank of America account held in the names of “Eric Hinojosa” and



                                        7
“Capital Collision GP” (hereinafter, the “Capital Collision GP Account”). PX-3;

PX-3A; Appx.2, ¶32. However, because the payments were being electronically

deposited into Dr. Pampalone’s account, she never noticed that there was any

change in the bank account making the payments to her. 2RR:66, 79; Appx:2, ¶32.

        Erik Pampalone began the process of leaving the business in 2006 and

formally resigned in approximately April 2007. 2RR:113; Appx:2, ¶22. After

resigning, Mr. Pampalone assisted Dr. Pampalone with oversight of repayment of

the loan, which involved corresponding by telephone and email with his friend and

former business partner, Mr. Hinojosa, and other Capital Collision employees

concerning the loan, and the payments on the loan continued following his exit.

2RR:115; PX-3; PX-3A; PX-5; PX-6; PX-8; PX-9; PX-10; PX-14; PX-15; Appx.2,

¶22.

       E.     The fraud.

       With regular monthly payments hitting her bank account each month, as

agreed, Dr. Pampalone never suspected that Eric Hinojosa, a man she had known

since he was a child and someone she trusted, was actively defrauding her.

2RR:61, 79.




                                       8
             1.    Eric Hinojosa wholly owned and controlled Capital
                   Collision.

      Following Mr. Pampalone’s resignation from Capital Collision, Mr.

Hinojosa became and remained the sole officer/corporate director of the Hinojosa

Auto Body & Paint, Inc. entities that comprised Capital Collision, GP d/b/a Capital

Collision. 2RR:173; Appx:2, ¶23. Capital Collision became, according to Mr.

Hinojosa’s own testimony, “essentially just [him].” 2RR:173. And that company

continued to repay the loan to Dr. Pampalone as agreed and exactly as it had been

doing. 2RR:67, 113; PX-3; PX-3A; Appx:2, ¶23. But change was afoot.

             2.    Mr. Hinojosa formed a new company, also called Capital
                   Collision, which he also wholly owned and controlled.

      In June 2009, Mr. Hinojosa formed a new company, one of the named

defendants in the trial court: Austin Capital Collision, LLC. 2RR:173-74; PX-20;

Appx:2, ¶24. The new company, like the old company, was also “basically just

[him].” 2RR:174; Appx:2, ¶27.      Mr. Hinojosa had a 99% ownership interest in

Austin Capital Collision, LLC (his wife holding the other 1%), and he was the

managing member. 2RR:173-74; Appx.2, ¶27. Austin Capital Collision, LLC,

became the owner of the Capital Collision business and, like the first business had

done, filed an assumed name certificate for “Capital Collision.” Appx:2, ¶24, PX-

21, PX-22.




                                        9
             3.    After his new company took over the business of the old
                   company, Mr. Hinojosa terminated the old company.

        There was no asset purchase agreement between Eric Hinojosa’s old

company and his new company. 2RR:176. But his new company engaged in the

same business as his old company, and his new company continued to use the same

exact    assumed   name    (2RR:174-75;    PX-14),   business   email   address

(cptlcollision@aol.com) (2RR:217-18, 222-23; PX-5; PX-14), and email signature

block (with the same name and physical address) (2RR:224; PX-14) as the old

business. Appx:2, ¶29. Additionally, Austin Capital Collision, LLC, retained

some of the same employees (2RR:219, 124-25, 223-24; Appx:2, ¶29), and took

control of the Capital Collision Account and Capital Collision GP Account

(Appx.2, ¶29). After Austin Capital Collision, LLC, was formed, the old company

was left with nothing. 2RR:176:7-13. Thereafter, in July 2010, Mr. Hinojosa

terminated the old company. 2RR:173; Appx.2, ¶26; PX-24.

             4.    Mr. Hinojosa did not tell Dr. Pampalone that he had
                   terminated the company she had loaned money to.

        Mr. Hinojosa did not tell Dr. Pampalone (or Erik Pampalone, who Mr.

Hinojosa claimed was like a “brother” to him, 2RR:241) any of this—and he

certainly did not provide her with any statutory notice that the company she had

loaned money to had been terminated and that “Capital Collision” was now being

operated as a brand new entity. 2RR:79, 127, 247. Instead, Mr. Hinojosa simply



                                      10
continued to do business and repay Dr. Pampalone as Capital Collision, the only

name Dr. Pampalone ever knew the business by. 2RR:55; Appx:2,¶31.

            5.       Mr. Hinojosa terminated the old company to “close old
                     debt,” but continued to send and receive correspondence
                     related to the debt using the old company’s address.

      Why the secrecy? Because the old company was failing. It had “a ton of

debt” that Mr. Hinojosa was eager to leave behind, so he terminated the old

company and formed the new company to, in his own words, “close old debt, and

whatever, from our previous company and relationships.” 2RR:175-76, 232-34.

Mr. Hinojosa testified that he took steps to wind up the old company, including

paying some debts—but not the debt to Dr. Pampalone. 2RR:236.

      Instead, Mr. Hinojosa, in his capacity as the managing member of Austin

Capital Collision, LLC, continued to direct that payments be made to Dr.

Pampalone on the loan.           2RR:240-41; Appx:2, ¶31.           Employees and

representatives of Austin Capital Collision, LLC, communicated with Dr.

Pampalone and Erik Pampalone on Austin Capital Collision, LLC’s, behalf,

acknowledging the existence of the loan and Austin Capital Collision, LLC’s,

indebtedness thereunder.      Appx:2, ¶¶34-36.     Erik Pampalone, acting on his

mother’s   behalf,     sent   correspondence     concerning   the    loan   to   the

cptlcollision@aol.com email address and, in response, Austin Capital Collision,

LLC, continued to make payments on the loan. 2RR:127; Appx:2, ¶34; PX-12a,



                                        11
PX-13, PX-14. Indeed, in September 2012 (years after the old company had been

terminated), when Mr. Pampalone sent an email to the cptlcollision@aol.com

address requesting that Mr. Hinojosa change where he was sending the monthly

payments on the loan, Mirium Matta—Mr. Hinojosa’s sister-in-law and an

employee    of   Austin    Capital   Collision,   LLC—responded       from    the

cptlcollision@aol.com email address with “received and updated.” 2RR:123-24;

PX-14; Appx:2, ¶35. And the payments continued. PX-3; PX-3A.

            6.    Unbeknownst to Dr. Pampalone, Mr. Hinojosa transferred
                  payments on the loan to an account held in the name of the
                  old company that he had terminated and funded that
                  account with money from the new company and his own
                  personal funds.

      In March 2010, just a few months before terminating Capital Collision, GP,

Mr. Hinojosa switched the monthly payments on the loan to the Capital Collision

GP Account. 2RR:196-98; PX-3; PX-3A; Appx: 9. Around this same time, he

also began transferring funds from the Capital Collision Account into the Capital

Collision GP Account to cover the payments coming out of that account.

2RR:193-98; PX-3A; Appx:2, ¶32; Appx: 9. Mr. Hinojosa testified that he also

put his own personal funds into the Capital Collision GP account to cover the

payments being made from that account to Dr. Pampalone. 2RR:248-49; Appx:2,

¶33. Of note, the payments from both accounts were overwhelmingly described on

the bank statements as “Barbara Pampalone Bill Payment.” PX-3A.



                                       12
             7.    Three years after terminating the company to which Dr.
                   Pampalone had made the loan, Mr. Hinojosa stopped
                   paying.

       Indeed, in early 2013, paying the loan to Dr. Pampalone was just about the

only thing that the Capital Collision GP account was doing. 2RR:209-12; PX-3A;

Appx. 10.    In short, Mr. Hinojosa arranged for payments on the loan to be

transferred from a bank account held in the name of a company that was still in

existence (“Capital Collision” now belonging to Austin Capital Collision, LLC) to

a bank account held in the name of company that was defunct (Capital Collision

GP) and had no assets. Appx. 9. And when he stopped paying on the loan—three

years later—the period of limited survival for the old company had expired.

2RR:212-13:18; PX-3; PX-3A; Appx:2, ¶¶37-38; Appx. 10.

       F.    The litigation.

       When the payments ceased, Dr. Pampalone—still unaware that the company

she had made the loan to had been terminated—made demand for payment, but

Eric Hinojosa failed and refused to cure the default. Appx.2, ¶39. The lawsuit in

the trial court ensued in which Dr. Pampalone sued both Austin Capital Collision,

LLC, and Eric Hinojosa for breach of contract. CR:28-40. The case was tried to

the bench on June 8, 2015. The parties stipulated at the trial that the amount due

and owing on the loan as of the date of trial was $56,758.68. CR:41-47; Appx.2,

¶41.



                                       13
      The trial court found in favor of Dr. Pampalone and rendered judgment

against Austin Capital Collision, LLC, for breach of the loan agreement. 2RR:252-

53; Appx:1. The trial court did not find Eric Hinojosa individually liable for

breach of contract based on piercing the corporate veil. 2RR:253. However, the

trial court specifically found that Mr. Hinojosa lacked credibility, especially in

light of the fact that he was wholly unprepared for his corporate representative

deposition, having not reviewed a single document or talked to any employees or

representatives regarding the designated topics, and that he demonstrated a

repeated inability to provide substantive responses on his own behalf or on behalf

of Austin Capital Collision, LLC. 2RR:252; Appx:2, ¶48. Further, the trial court

found that, at trial, Mr. Hinojosa tried to change many of the answers he had

provided at his deposition just one month prior. Appx:2, ¶48.

                      SUMMARY OF THE ARGUMENT
      Eric Hinojosa, Defendant and Cross-Appellee, had a company (Capital

Collision GP) doing business as “Capital Collision.” In 2009, he wholly owned

and controlled that company, and business was not good. The company had, by

Mr. Hinojosa’s own admission, a “ton of debt,” including an $80,000/20year loan

it owed to Dr. Barbara Pampalone. Mr. Hinojosa saw a clear way out: he formed a

new company (Austin Capital Collision, LLC), and this company essentially took

over the old company—it used the same assumed name (“Capital Collision”), the



                                        14
same email address, had some of the same employees, and used the same bank

accounts. Most importantly, the new company was also exclusively controlled by

Mr. Hinojosa. In sum, he formed the new company as a way to shake the old

company’s debt.

      Among the debt he sought to avoid was that of Dr. Pampalone.               In a

carefully orchestrated charade, Mr. Hinojosa tried to get rid of the debt to Dr.

Pampalone by changing the source of the monthly payments on the loan to a bank

account held specifically in the name of the old company (“Capital Collision GP”),

terminating that old company, failing to provide Dr. Pampalone with notice of that

termination, and then secretly funding that old company’s account and quietly

continuing to make payments to Dr. Pampalone from that account until the

statutory period for suing a terminated entity expired, leaving her with—

presumably—no one to sue.

      But Eric Hinojosa’s efforts were too little, too late. Not only did his new

company, Austin Capital Collision, LLC, assume the loan to Dr. Pampalone (as the

trial court correctly found and concluded), but, as a matter of law, Eric Hinojosa is

liable on the loan in his individual capacity, too: the trial court’s findings of fact

and the undisputed evidence establish that, as the managing member and 99%

owner of Austin Capital Collision, LLC, the separation between both companies




                                         15
and Eric Hinojosa had ceased to exist, and Mr. Hinojosa further caused each

company to be used to perpetrate a fraud against Dr. Pampalone.

      In satisfaction of this last point, the findings of fact and undisputed facts

show that Eric Hinojosa used the corporate form to intentionally defraud Dr.

Pampalone. He lulled her into a sense of normalcy as she received regular monthly

payments from “Capital Collision” for years, and without any clue that the

company for which she had mortgaged her house in order to make an $80,000 loan

had been terminated, and a brand new company had taken over. This is exactly the

type of controlling, misleading behavior that the alter ego theory is intended to

prevent.

      And moreover, even if this Court concludes that Eric Hinojosa’s deceit was

not intentional, such a conclusion is not fatal to a piercing claim.       Rather,

intentionality is not needed for the limited purposes of showing “actual fraud”

under the alter ego theory where the elements of the Texas fraudulent transfer

statute are also satisfied. Here, the findings of fact and undisputed facts indeed

satisfy the elements of a fraudulent transfer, as they show, more simply, that (a)

Eric Hinojosa’s new company took control of the assets of the old company, and

(b) (by Mr. Hinojosa’s own admission), the old company was insolvent at the time

of its termination.




                                        16
                                       ARGUMENT

       A.     De Novo Standard of Review

       Under Texas law, factual disputes related to the bases for alter ego liability

are questions of fact for the factfinder. Phillips v. Carlton Energy Group, LLC,

No. 12-0255, 2015 WL 2148951, at *15 (Tex. May 8, 2015). However, as the

Texas Supreme Court has recently made clear, once the factfinder has resolved

those disputes, or when the facts are not disputed, the imposition of alter ego

liability becomes a matter of law for the court. Id. 1

       Where, as here, the trial court’s factual findings are adequately supported, an

appellate court should accept those factual findings as true, but review the trial

court’s application of the law to those findings de novo. Remington Arms Co., Inc.

v. Luna, 966 S.W.2d 641, 643 (Tex. App.—San Antonio 1998, pet. denied). By

contrast, in those few places where the trial court made no findings of fact, this

Court should look to the undisputed evidence presented at trial. Phillips, 2015 WL

2148951, at *15.

       B.     The trial court judgment should be reformed to impose liability
              on Eric Hinojosa because the trial court erred in failing to impose
              alter ego liability based on its factual findings and the undisputed
              evidence.



1
  Applying this standard in Phillips, the Texas Supreme Court both affirmed a jury verdict
finding alter ego liability, and explicitly declared that such liability was established by the
evidence as a matter of law. Phillips, 2015 WL 2148951.


                                              17
      Here, this Court should defer to the findings of fact that the trial court did

make, which explicitly support the conclusions of law made by the trial court and

additionally support disregarding the corporate fiction and holding Eric Hinojosa

liable individually on the breach of contract claim. Phillips, 2015 WL 2148951, at

*15. And to the extent that the trial court made no finding of fact, this Court

should look to the undisputed evidence in the trial record. Id.

      Courts will pierce the corporate veil and hold an individual shareholder

personally liable for the acts of a corporation where the evidence shows that a

corporation is organized and operated as a mere tool or business conduit of the

shareholder. Castleberry v. Branscrum, 721 S.W.2d 270, 271 (Tex. 1986),

superseded by statute on other grounds. The touchstone of a successful alter ego

claim is a “blurring of identities, or a blurring of lines of distinction, both formal

and substantive, between two corporations or between an individual and a

corporation.” Hideca Petroleum Corp. v. Tampimex Oil Intern., Ltd. 740 S.W.2d

838, 843 (Tex. App.—Houston [1st Dist.] 1987, no writ). In other words, a finding

of “alter ego” is justified when “there is such a unity between the corporation and

individual . . . that the separateness between the two has ceased, and holding only

the corporation or just one of the corporations liable would result in injustice.” Id.

Importantly, an alter ego relationship may be shown from the total dealings of the




                                         18
corporation and the individual. Mancorp, Inc. v. Culpepper, 802 S.W.2d 226, 228

(Tex. 1990).

       Since Castleberry, three elements requisite for setting aside the corporate

form and holding an individual liable on the basis of the alter ego doctrine have

emerged: (1) The defendant must have some financial interest, ownership, or

control of the corporation, Stewart & Stevenson Services, Inc. v. Serv-Ttech, Inc.,

879 S.W.2d 89 (Tex. App.—Houston [14th Dist.] 1994, pet denied); (2) There

must be such a unity between the corporation and the individual that the

separateness of the single corporation has ceased, see Tex. PJC 108.2; Mancorp,

802 S.W.2d at 228; and (3) It would result in an injustice to hold only the

corporation liable, id. 2

       Furthermore, where the underlying cause of action for which the plaintiff

seeks to hold the defendant liable is based on or relates to a contract, the plaintiff

must show that the defendant: (4) Caused the corporation to be used for the

purpose of perpetrating an actual fraud; and (5) Perpetrated an actual fraud on the

plaintiff primarily for the defendant’s direct personal benefit. TEX. BUS. ORG.

CODE § 21.223(b)3; Tex. PJC 108.2. However, in this limited context, there are

2
  See also O’Connor’s Texas Causes of Action, Chapter 38-F, Principal-Agent Liability, Piercing
the Corporate Veil, § 2 (2015) (outlining the three elements of an alter ego claim).
3
  Section 21.223(b) of the Texas Business Organizations code provides that liability of “any
affiliate of the corporation” will be limited with respect to “any contractual obligation of the
corporation or any matter relating to or arising from the obligation on the basis that the . . .
affiliate is or was the alter ego of the corporation,” unless the plaintiff demonstrates that the

                                               19
multiple ways in which a plaintiff can show “actual fraud,” and a plaintiff need not

necessarily prove that the defendant had an actual intent to defraud the plaintiff.

But rather, where the plaintiff can merely show that the elements of the Texas

fraudulent transfer statute are satisfied (none of which call for a particular mental

state), the actual fraud requirement of an alter ego claim is likewise satisfied.

Harco Energy, Inc. v. Re-Entry People, Inc., 23 S.W.3d 389, 393 (Tex. App.—

Amarillo 2000, no pet.).

                1.      The trial court correctly found that Eric Hinojosa
                        completely owned and controlled both companies during
                        the relevant time periods.

        The findings of fact explicitly note that “[a]t the time of termination of the

HABP [Hinojosa Auto Body & Paint, Inc.] Entities and the formation of Austin

Capital Collision, LLC, all entities were operated solely by Defendant Eric

Hinojosa.” Appx:2, ¶29. And even Mr. Hinojosa himself expressly admitted his

exclusive control of the old company:

                Q: And at the time the [old] company was terminated,
                you were the sole shareholder, right?
                A: Correct.
                Q: And you’re also the sole officer and director?
                A: Correct.
                ....
                Q: So the company was essentially just you?
                A: Correct.

“affiliate caused the corporation to be used for the purpose of perpetrating and did perpetrate an
actual fraud on the oblige primarily for the direct personal benefit of the . . . affiliate.”). See also
Farr v. Sun World Savings Ass’n, 810 S.W.2d 294, 296 (Tex. App.—El Paso), no writ).


                                                  20
2RR:173 (emphasis added).

      Mr. Hinojosa further testified as to his exclusive control of the new

company, Austin Capital Collision, LLC:

            Q: Now, Austin Capital Collision, LLC was formed in
            June of 2009; is that correct?
            ....
            A: Yes.
            Q: And you’re the managing member of that company?
            A: Yes.
            Q: You have a 99 percent ownership?
            A: Correct.
            Q: And your wife has 1 percent?
            A: Correct.
            Q: So the company is, basically, you?
            A: Correct.

2RR:173-74 (emphasis added).

      Moreover, the trial court found that Mr. Hinojosa’s new company, Austin

Capital Collision, LLC, took control over the bank accounts of his old company,

Capital Collision GP. Appx:2, ¶29. Additionally, the trial court made the factual

finding that Mr. Hinojosa intentionally put money into one of the bank accounts

owned and controlled by Austin Capital Collision (the account held in the names of

“Eric Hinojosa” and “Capital Collision, GP”) to pay Dr. Pampalone on the loan

made to the old company. Appx:2, ¶33. These findings of fact and the undisputed

evidence supporting these findings establish, as a matter of law, that Mr. Hinojosa

had some “financial interest, ownership, or control of the corporation.”       See



                                        21
Schlueter v. Carey, 112 S.W.3d 164, 170 (Tex. App.—Fort Worth 2003, pet.

denied). In Schlueter, the Court held that the defendant exercised “control” over a

corporation where the defendant owned all of the stock in the corporation, was one

of its only two officers, and had personally signed a lease on behalf of the

corporation that was now being sued for premises liability. Id.

       Applying a similar threshold for “control,” Mr. Hinojosa clearly controlled

both the old and new companies. Appx:2, ¶27. He was the only shareholder,

officer, and director of the old company, and he was the majority owner and

managing member of the new company.                 2RR:173-74.       Furthermore, as the

managing member of Austin Capital Collision, LLC, he controlled all of the loan

payments being made to Dr. Pampalone. These facts are very similar to those

warranting a finding in Schlueter that the defendant “controlled” the corporation

for the purposes of piercing the veil and reaching the defendant’s personal assets. 4

               2.    The trial court correctly found that Eric Hinojosa
                     commingled personal and corporate assets and obligations.

       Courts look to a number of factors in deciding whether there exists such a

unity between a defendant and the corporation that the separateness of the two has


4
  Other courts examining similar facts have more recently reached the same conclusion. For
instance, in MBR & Associates, Inc. v. Lile, 02-11-00431-CV, 2012 WL 4661665, (Tex. App.—
Fort Worth Oct. 4, 2012, pet. denied), the court of appeals found that the following factors
supported an alter ego finding: that the defendant’s individual property was not kept separate
from the corporation’s, that the corporation was used for the personal purpose of holding the
defendant’s home, and that “the defendant was the sole shareholder and owner of the
corporation.” Id., at *6.


                                             22
ceased: (1) whether there is a commingling of corporate and personal funds,

Mancorp, 802 S.W.2d at 228; (2) the amount of control the individual maintains

over the corporation, id.; (3) whether the corporation has been used for individual

purposes, id.. Furthermore, evidence serving as proof of alter ego can include: (1)

“payment of alleged corporate debts with personal checks or other commingling of

funds,” Dodd v. Savino, 426 S.W.3d 275, 291 (Tex. App.—Houston [14 Dist.]

2014, no pet.); (2) “representations that the individual will financially back the

corporation,” id.; (3) “diversion of company profits to the individual for the

individual’s personal use,” id.; (4) “inadequate capitalization,” id.; and (5) “any

other failure to keep corporate and personal assets separate,” id. No single factor

or combination of factors is necessarily dispositive and the list is not exclusive.

Dodd, 426 S.W.3d at 291 (indicating that alter ego is shown from the total dealings

of the corporation, and these are some factors included among those factors that

courts examine in determining whether to pierce the corporate veil).

      Additionally, the Schlueter court found the fact that the individual defendant

often referred “to himself and [the corporation] interchangeably” to be persuasive

evidence, along with other evidence, that “there was a unity between them that the

separateness of [the corporation] had ceased and [the defendant] operated the

corporation as a mere business tool or conduit for himself.” 112 S.W.3d 164, 170

(Tex. App.—Fort Worth 2003, pet. denied).



                                        23
      The courts’ prior rulings in at least two cases should persuade this Court to,

as a matter of law, pierce the veil and hold Mr. Hinojosa individually liable. In

Mancorp v. Culpepper, a seminal Texas Supreme Court case on alter ego liability,

the Court affirmed a jury finding of alter ego liability on a breach of contract claim

where the following evidence was presented to the jury: (a) checks showing

payment of corporate debts with the individual defendant’s personal funds; (b) the

individual’s business card, which bore words that might show he considered

himself to be indistinguishable from the corporation (specifically, the card read

“Culpepper Properties, Inc., John C. Culpepper, Jr., his self”); and (c) evidence that

he had personally guaranteed the loan in question and had behaved in such a way

that showed he personally backed the loan made. 802 S.W.2d at 228.

      In Cappuccitti v. Gulf Industrial Products, Inc, a case very similar to the one

at hand, Cappuccitti, the individual defendant and president of the corporation,

Minerec, had signed an agreement with the plaintiff in his capacity as president.

222 S.W.3d 468 (Tex. App.—Houston [1st Dist.] 2007, no pet.). At some point

during his time as president of Minerec, the defendant paid at least one debt of

Minerec’s with a personal check. Id. at 475. He then later transferred ownership

of Minerec’s assets to a company called Flottec, leaving the first company

insolvent and unable to pay its debt on the agreement to the plaintiff. Id. at 476.

He was the sole owner of the new company, Flottec, which was a 90% owner of



                                         24
the old company, Minerec. Id. at 482. The court found that this, in addition to the

fact that Cappuccitti had originally backed Minerec with a personal line of credit,

sufficient for finding that the old company, new company, and individual

defendant were so intertwined that piercing the corporate veil was justified.

Cappuccitti, 222 S.W.3d 468.

       Similarly, in the instant case, the findings of fact and undisputed evidence

show that Mr. Hinojosa commingled corporate and personal funds (2RR:248-49),

held two bank accounts in both his name and the company name (one in the name

of “Eric Hinojosa” and “Capital Collision,” and a second in the name of “Eric

Hinojosa” and “Capital Collision GP”) (Appx:2, ¶33), paid alleged corporate debts

with personal funds (id.; 2RR:248-49), completely controlled both companies

(Appx:2, ¶29), and admitted at trial that both companies were just him (2RR:173-

74). These facts are more than sufficient to pierce the corporate veil as a matter of

law.

             3.    Limiting liability would work an injustice because it is
                   undisputed that Eric Hinojosa emptied the original debtor
                   to make a new company without telling anyone.

       “Where a corporate entity is owned or controlled by an individual who

operates the company in a manner indistinguishable from his personal affairs and

in a manner calculated to mislead those dealing with him to their detriment, the

corporate fiction may be disregarded in order to prevent injustice.” Mancorp, 802



                                         25
S.W.2d at 229 (internal quotation omitted). But as the Texas Supreme Court has

explained, “injustice” does not require “a subjective perception of unfairness by an

individual judge or juror”; rather, it is merely a “shorthand reference[] for the kinds

of abuse . . . that the corporate structure should not shield—fraud, evasion of

existing obligations, circumvention of statutes, monopolization, criminal conduct,

and the like.” SSP Partners v. Gladstrong Investments (USA) Corporation, 275

S.W.3d 444, 454-55 (Tex. 2008).

      In the instant case, Mr. Hinojosa’s penchant for deceit and dishonesty was

readily apparent to the trial court, which noted that Mr. Hinojosa lacked credibility,

especially in light of his attempt to change so many of his answers at trial. Appx:2,

¶48. And the trial court’s findings of fact and the undisputed evidence establish

that Mr. Hinojosa laid behind the log, maintaining regular payments to Dr.

Pampalone while silently terminating the company she had loaned the money to in

an effort to wipe away that company’s debts. Appx:2, ¶ 22-39; 2RR:175-6. Mr.

Hinojosa continued payments to Dr. Pampalone for the three-year statutory period

for winding up, made one final, lump sum payment, and then—with the old

company Dr. Pampalone had originally loaned the money to officially off the

books—disavowed the debt. Appx:2, ¶26, 33,38; 2RR:239-42; TEX. BUS. ORG. §

11.356.    Because these actions were undertaken by Mr. Hinojosa, it would be

unjust to hold only Austin Capital Collision, LLC, which assumed the debt, liable.



                                          26
      Mr. Hinojosa’s actions and conduct misled Dr. Pampalone as to the status of

the first company and her rights as a creditor. 2RR:78-79. And even the trial court

explicitly noted in its findings of facts that Barbara Pampalone had no reason to

suspect that the old company had been terminated and a new company had been

formed. Appx:2, ¶30. Further, it is undisputed that Dr. Pampalone cannot be paid

back by the old company, as that company no longer exists. As a matter of law,

these undisputed facts warrant piercing the corporate veil in order to prevent

injustice on Dr. Pampalone. Mancorp, 802 S.W.2d at 229; SSP Partners, 275

S.W.3d at 454-55.

            4.      The requirement of fraud is established by the trial court’s
                    findings and the undisputed evidence at trial because the
                    findings and undisputed evidence established as a matter of
                    law (a) a fraudulent transfer under Tex. Bus. & Com. Code
                    § 24.006(a), and (b) that Eric Hinojosa intentionally used
                    the companies to deceive his creditor for his personal
                    benefit.

      Section 21.223 of the Texas Business Organizations Code requires that

before the corporate form can be disregarded in a breach of contract action, a

plaintiff must establish the defendant used the corporate form to perpetrate actual

fraud for his or her own benefit. TEX. BUS. ORGS. CODE § 21.223(b). A defendant

commits actual fraud when the defendant, among other things, either (a) makes a

fraudulent transfer under Section 24.006 of the Texas Business and Commerce




                                        27
Code, Harco Energy, Inc. 23 S.W.3d at 393;5 or (b) commits actual fraud as

defined by the Supreme Court in Castleberry, Farr, 810 S.W.2d at 297-98.

                          a.      Eric Hinojosa effected a fraudulent transfer under
                                  Section 24.006 of the Texas Business and Commerce
                                  Code

        Section 24.006(a) provides:

                 A transfer made . . . by a debtor is fraudulent as to a
                 creditor whose claim arose before the transfer was made .
                 . . if the debtor made the transfer . . . without receiving a
                 reasonably equivalent value in exchange for the transfer .
                 . . and the debtor was insolvent at that time or the debtor
                 became insolvent as a result of the transfer . . . .

TEX. BUS. & COM. CODE § 24.006(a).

        Here, the trial court judge found, and the undisputed evidence established,

that Eric Hinojosa transferred all of the assets of his old company to the new

company without any consideration or asset purchase agreement (and, tellingly,

without informing the creditors of his old company). The transfer of assets left the

old company insolvent, to the extent it was not already. Indeed, as Mr. Hinojosa

himself explained it:

                 Q: You don’t have an asset purchase agreement, do you,
                 between Austin Capital Collision, LLC, and Hinojosa
                 Auto Body & Paint, Inc. Texas or Nevada?
                 A: There were no assets.



5
 See also O’Connor’s Texas Causes of Action, Chapter 38-F, Principal-Agent Liability-Piercing the Corporate Veil,
§ 2 (2015).



                                                       28
             Q: And there’s—so there’s no asset purchase agreement
             at all, is there?
             A: There were no assets, no.

2RR:176.

      Similarly, the trial court found that Mr. Hinojosa’s new company took

control of the assets of his old company—including the bank accounts, name,

goodwill, and general business—“although there was no formal purchase or

transfer of assets between Austin Capital Collision, LLC, and the HABP Entities.”

Appx:2, ¶29.

      By his own admission, the old company was insolvent at the time Mr.

Hinojosa left. 2RR:176. Moreover, the trial court found that he in fact took over

not only the bank accounts of the old company, but essentially the goodwill of the

old company, as it assumed the same business name (Capital Collision), the same

email address, retained some of the same employees, and “operated the same

general business.” 2RR:57; Appx:2, ¶57. Accordingly, the trial court’s finding of

facts coupled with the undisputed evidence show that Mr. Hinojosa effected a

fraudulent transfer of the assets of the old company, as he (a) (according to the trial

judge’s findings), took control of those assets to use for the new company, and (b)

(by his own admission), apparently left the old company with no assets. And as if

this was not enough and although certainly not a necessary fact on this point even

Mr. Hinojosa himself stated during his deposition (introduced at trial) that there



                                          29
was only one reason to create the new company: “to close” his “old debt.”

2RR:176.

                      b.      Eric Hinojosa used the companies to deceive his
                              creditor for his personal benefit

       Additionally, the findings of fact and undisputed evidence are sufficient, as a

matter of law, to set aside the corporate fiction on the grounds that Mr. Hinojosa

committed actual fraud.           For purposes of piercing, actual fraud “involves

dishonesty of purpose or intent to deceive.”6 Castleberry, 721 S.W.2d at 273.

Furthermore, it does not require findings on the traditional common law elements

of fraud by misrepresentation or omission. Dick’s Last Resort of West End, Inc. v.

Market/Ross, Ltd., 273 S.W.3d 905, 908-10 (Tex. App.—Dallas 2008, pet. denied).

Fraudulent intent may be deduced from all of the facts and circumstances. Spring

Street Partners-IV, L.P. v. Lam, 730 F.3d 427, 443 (5th Cir. 2013).

       The findings of fact coupled with the undisputed facts show, as a matter of

law, that Eric Hinojosa was dishonest regarding his purpose and personal

intentions for the companies’ uses, that he intended to deceive Dr. Pampalone, and

6
   While “intent to deceive” is not clearly defined anywhere, in Farr v. Sun World Savings
Association, the El Paso Court of Appeals found that the following facts gave rise to “an intent to
deceive”: (1) the defendant, a mortgage company, had been transacting with a third party, Fannie
Mae, despite not conforming to government regulations for engaging in such transactions; (2) the
mortgage company was in bad standing with two other banks in town; (3) the individual
defendant operating the mortgage company did not follow Texas laws governing the accounting
and holding of funds received from plaintiff; (4) proceeds that the mortgage company received
were used to pay other obligations, including some of the individual defendant’s personal
obligations, as opposed to plaintiff; and (5) the individual defendant was “running behind,” so it
knew when it took plaintiff’s money that it would not be repaying plaintiff. 810 S.W.2d 294,
297 (Tex. App.—El Paso 1991, no writ).


                                                30
that he did so for his personal gain. Mr. Hinojosa himself admitted that he

exercised complete control over both companies, and that the old company did not

have the money to repay Dr. Pampalone. 2RR:173-74, 176. But money was owed

to Dr. Pampalone, so Eric Hinojosa personally made deposits into a bank account

held in the old company’s name, and from that account made monthly payments to

Dr. Pampalone for up to three years following the dissolution of the old company.

Appx:2, ¶26, 33,38; 2RR:239-42. Three years, of course, is the length of time that

a domestic filing entity survives for the limited purposes of suing and being sued

following termination. TEX. BUS. ORG. § 11.356. By continuing payments on the

loan from a bank account that belonged to a defunct entity for three years

following that entity’s termination, Mr. Hinojosa was clearly hoping to nullify the

debt. Tellingly, however, Mr. Hinojosa never gave notice to Dr. Pampalone that

he was winding down his old company. TEX. BUS. ORG. § 11.052 (requiring

written notice of winding up by the corporate general partners).   Furthermore, he

continued to receive her loan statements at the same email address he had always

used, even once responding to one of her inquiries from that same email address.

2RR:125-27, 223-25. Accordingly, as the trial court found, Dr. Pampalone had no

reason to suspect anything was awry. Appx:2, ¶30. In the meantime, Hinojosa’s

new company took control of the old company’s accounts, business operations,

goodwill, and employees, and continued to operate without a hitch. Appx:2, ¶29.



                                        31
      Exactly three years after he “terminated” the old company, exactly when the

statutory wind-down and look-back period was up, Eric Hinojosa ceased all

payments to Ms. Pampalone. See, e.g., Farr v. Sun World, 810 S.W.2d 294, 297

(Tex. App.—El Paso 1991, no writ) (finding that where an individual defendant

knew or should have known ahead of time that he would not be paying a plaintiff

because the company was behind on its payments, this supported finding that the

defendant had an “intent to deceive” the plaintiff when it took plaintiff’s money).

      As 99% shareholder, Eric Hinojosa personally profited from his scheme, as

he essentially, and intentionally, effected his own bankruptcy completely outside

of the court system, and in the process scraped off at least one major creditor (if

not more), Barbara Pampalone.

      C.     The proper remedy is to reform and render the judgment.

      Because the issue before the court is a question of law, rather than a question

of fact, this Court should reform and render the judgment to pierce the corporate

veil and hold Eric Hinojosa liable, rather than remand the question to the trial

court. Generally, on finding that the trial court’s judgment should be reversed, the

court of appeals must render the judgment the lower court should have rendered,

except where remanding to the lower court for further proceedings is necessary.

Tex. R. App. P. 43.3; see also 6 McDonald & Carlson Tex. Civ. Prac. App. Prac. §

33:10 (2d ed.). Here, there is nothing that must by necessity be determined by the



                                         32
trial court, as it has made the factual findings sufficient for this Court to render a

judgment against Eric Hinojosa individually.

                                  CONCLUSION
      For the above reasons, applying the alter ego doctrine, this Court should as a

matter of law pierce the corporate veil and hold Eric Hinojosa personally liable for

the debt owed on the loan made by Ms. Pampalone to Capital Collision. The

factual findings and undisputed facts show that Hinojosa controlled both

companies, that the separation between the companies and Hinojosa had long-

ceased to exist, that it would be unjust to hold only Austin Capital Collision liable

for the debt owed to Ms. Pampalone, that Eric Hinojosa never intended to pay Ms.

Pampalone the full amount of loan at the time he formed Austin Capital Collision,

and that Eric Hinojosa effected a fraudulent transfer of assets, leaving the old

company unable to pay off its obligations.

                                     PRAYER
      For the foregoing reasons, Cross-Appellant Barbara Pampalone respectfully

requests that this Court reform and render judgment against Cross-Appellee Eric

Hinojosa individually. Cross-Appellant Barbara Pampalone further requests this

Court grant it such other and further relief to which it may be entitled in law or in

equity.




                                         33
Respectfully submitted,

MCGINNIS, LOCHRIDGE & KILGORE,
L.L.P.
Nelia J. Robbi
State Bar No. 24052296
Joe Lea
State Bar No. 24013257
Stephanie N. Duff-O’Bryan
State Bar No. 24087448
600 Congress Avenue, Suite 2100
Austin, Texas 78701
(512) 495-6000
(512) 495-6093 FAX
nrobbi@mcginnislaw.com




/s/ Nelia J. Robbi
Nelia J. Robbi
State Bar No. 24052296

ATTORNEYS FOR BARBARA
PAMPALONE




  34
                          CERTIFICATE OF SERVICE


      I hereby certify that on the 25th day of November, 2015, I electronically

filed the foregoing Amended Brief of Cross-Appellant Barbara Pampalone, with

the Clerk of the Court using the CM/ECF system which will send notification of

such filing to the following:

Michael Truesdale
mike@truesdalelaw.com
801 West Avenue, Suite 201
Austin, Texas 78701
(512) 482-8671
(866)-847-8719 FAX

Adam Pugh
apugh@slaterpugh.com
8400 N. Mopac Expressway, Suite 100
Austin, Texas 78759
(512) 472-2431
(512) 472-0432 FAX

Attorneys for Eric Hinojosa

                                    /s/ Nelia J. Robbi
                                    Nelia J. Robbi
                                    Joe Lea
                                    Stephanie N. Duff-O’Bryan

                                    Attorneys for Barbara Pampalone




                                      35
                      CERTIFICATE OF COMPLIANCE


       I certify that the foregoing Amended Cross-Appellant’s Brief was prepared
with Microsoft Word 2007, and that, according to that program’s word-count
function, the sections covered by TEX. R. APP. P. 9.4(i)(1) contains 7,417 words. I
further certify that this brief complies with the typeface requirements of TEX. R.
APP. P. 9.4(e).


                                      /s/ Nelia J. Robbi
                                      Nelia J. Robbi
                                      Joe Lea
                                      Stephanie N. Duff O-Bryan

                                      Attorneys for Barbara Pampalone

Date: November 25, 2015




                                        36
                          APPENDIX


1.    Final Judgment

2.    Findings of Fact and Conclusions of Law

3.    TEX. BUS ORG. CODE § 11.052

4.    TEX. BUS. ORG. CODE § 11.356

5.    TEX. BUS. ORG. CODE § 21.223

6.    TEX. BUS. & COMM. CODE § 24.006

7.    TEX. R. APP. P. 43.3

8.    Plaintiff’s Exhibit 3 (summary of payments)

9.    Excerpts of Plaintiff’s Exhibit 3A (transfers)

10.   Excerpts of Plaintiff’s Exhibit 3A (end of payments)

11.   Stipulation of the Parties




                               37
APPENDIX
1
                                          DC                     BK15175 PG1024




                                                                                               Filed in The District Court
                                                                                                of Travis County, Texas

                                                                                                     JUN 1 8 2015              Cf).
                                                                                          At             02/ 4-lJJ. ~M.
                                                                                           Velva L. Prlco, District C~rk
                                           NO. D-I-GN-14-003207

BARBARA PAMP ALONI;,                                        §                          IN THE DISTRICT COURT
                                                            §
        Plaintiff,                                          §
                                                            §
V.                                                          §                          TRA VIS COUNTY, TEXAS
                                                            §
ERIC IIINOJOSA AND AUSTIN                                   §
CAPITAL COLLISION, LLC,                                     §
                                                            §
        Defendants.                                         §                         419TII JUDICIAL DISTRICT

                                           FINAL JUDGMENT

        On June 8,2015,       this case was called for trial. Plaintiff Barbara Pampalone appeared in

person and announced         ready for trial.        Defendant       Eric Hinojosa         appeared      in person      and

announced    ready for trial.      Defendant      Austin Capital        Collision,     LLC, appeared          through    its

representative, Eric Hinojosa, and announced ready for trial.

        All matters     in controversy,        legal and factual,       were submitted           to the Court for its

determination.       The Court heard the evidence           and arguments          of counsel and announced              its

decision for Plaintiff Barbara Pampalone.

       The Court orally RENDERED                 judgment       for Plaintiff   Barbara Pampalone            and against

Defendant    Austin     Capital   Collision,     LLC,    on June        8, 2015,      and this written          judgment

memorializes that rendition.

       IT IS THEREFORE             ORDERED          that Plaintiff recover the following from Defendant

Austin Capital Collision, LLC:

        1.       Actual damages in the amount of$56,758.68;

       2.        Plus reasonable and necessary attorneys' fees in the amount of$43,241.32;                       plus

       3.        Post-judgment    interest at the rate of 5.0%, compounded annually from the date this

                 judgment is entered until all amounts are paid in full.




                                                    1111111111\\ 11\\\ 111\\ 11\1\ 11\11 11111 11\\111111 \\1\ 111\
                                                    004080302

                                                                                                                                      50
                                      DC                 BK15175 PG1025




         It is further ORDERED that Defendants take nothing.

        It is further ORDERED that if Defendant Austin Capital Collision, LLC, unsuccessfully

appeals this judgment     to an intermediate    court of appeals, Plaintiff Barbara Pampalone    will

additionally recover from Defendant Austin Capital Collision, LLC, the amount of $20,000.00,

representing the anticipated reasonable and necessary fees and expenses that would be incurred by

Plaintiff in defending the appeal.

        It is further ORDERED        that if Defendant Austin Capital Collision, LLC, unsuccessfully

appeals this judgment to the Texas Supreme Court, Plaintiff Barbara Pampalone will additionally

recover from Defendant Austin Capital Collision, LLC, the amount of $20,000.00, representing the

anticipated   reasonable and necessary fees and expenses that would be incurred by Plaintiff in

defending the appeal.

        It is further ORDERED that Plaintiff may have all writs, orders and executions necessary

for collection of this judgment, which may issue immediately.

        It is further ORDERED that except as specifically provided herein, all relief not expressly

granted is hereby DENIED.

        This judgment finally disposes of all parties and all claims and is appealable.


        SIGNED this      \<'$   day of June, 2015.




                                                     2
                                       DC       BK15175 PG1026




APPROVED AS TO FORM AND SUBSTANCE:

McGINNIS LOCHRIDGE
600 Congress A venue, Suite 2100
Austin, Texas 78701




::~~~
(512) 495-6065




         Joe Lea        L~
         State Bar No. 12082000
         jlea@mcginnislaw.com
         Nelia J. Robbi
         State Bar No. 24052296
         nrobbi@mcginnislaw.com
         Jordan K. Mullins
         State Bar No. 24070308
         jmullins@mcginnislaw.com

ATTORNEYS FOR BARBARA PAMP ALONE



APPROVED AS TO FORM ONLY:

SLATER    PUGH,Ltd. LLP
8400 N. Mopae Expressway
Suite 100
Austin, Texas 78759
Telephone: (512)472-2431
Telecopier: (512) 472-0432
          /~   (
          ./ ! Ill!
                          '\       /
By'.     l ~"I _
       Cu-,-\ .. [ "  I        "


       Adam Pugh
         State Bar No. 24044341
         apugh@slaterpugh.com




                                            3
2
                                                                                                   FiI;~ in The District Court
                                                                                                    o   ravlS COunty, Texas

                                                                                                        JUL - 7 2015       (~
                                              NO. D-I-GN-14-003207
                                                                                                At_        .3,'4u             0
                                                                                                 Velva L p .             () M.
                                                                                                        . nco, District derk
BARBARA PAMPALONE,                                               §                     IN THE DISTRICT COURT
                                                                 §
        Plaintiff,                                               §
                                                                 §
V.                                                               §                    TRAVIS COUNTY, TEXAS
                                                                 §
ERIC HINOJOSA AND AUSTIN                                         §
CAPITAL COLLISION, LLC,                                          §
                                                                 §
        Defendants.                                              §                    419TH JUDICIAL DISTRICT

                      FINDINGS OF FACT AND CONCLUSIONS                                OF LAW

                                                    I. Introduction

        On June 8, 2015, this case was called for trial, and all matters in controversy, legal and

factual, were submitted to the Court for its determination,                       In addition to all other findings

necessary to support the Judgment rendered in favor of Plaintiff and against Defendant Austin

Capital Collision, LLC, in this cause, the Court hereby makes and files the following specific

findings of fact and conclusions of law.                    Any finding of fact that should be construed as

conclusion of law is hereby adopted as such. Any conclusion of law that should be construed as

a finding of fact is hereby adopted as such.

                                                II. Findings of Fact

A. Procedural History.

     1. Plaintiff Barbara Pampalone ("Plaintiff') filed her original petition on August 26, 2014,

alleging causes of action for breach of contract against Defendant Eric Hinojosa and Defendant

Austin Capital Collision, LLC.

     2. This is an expedited action under Texas Rule of Civil Procedure 169.

     3. This case was called for bench trial on June 8, 2015, and the parties appeared and

announced ready for trial. At the close of trial, judgment was rendered in favor of Plaintiff and


                        1111111111111111111111111111111111111111111111111111111
                        004108045
against Defendant Austin Capital Collision, LLC. Judgment was signed on June 18,2015.

    4. Defendants requested findings of fact and conclusions oflaw on June 18,2015.

B. The Parties and Associated Persons/Entities.

    5. Defendant Eric Hinojosa is a resident of Texas.          Eric Hinojosa previously lived in

California where he and Plaintiff's son, Erik Pampalone, became friends.

    6. Plaintiff is a semi-retired dentist who resides in Chatsworth, California.

    7. In 2005, when the loan at issue in this lawsuit was made, Eric Hinojosa was the president

and a 50% shareholder of Hinojosa Auto Body & Paint, Inc. (Texas), and Hinojosa Auto Body &

Paint, Inc. (Nevada), (collectively, the "HABP Entities").    Plaintiff's son, Erik Pampalone, was

the vice president and other 50% shareholder of the HABP Entities. The HABP Entities were the

general partners of Capital Collision, G.P., and the business-auto     body repair shop--operated

under the assumed name filed by Eric Hinojosa of Capital Collision [Exh. P-19]. The HABP

Entities were terminated in July of 2010 and, accordingly, the general partnership of Capital

Collision, G.P. was also terminated.

    8. Prior to the termination of the HABP Entities in 2010, Eric Hinojosa formed Defendant

Austin Capital Collision, LLC, in June of 2009. Eric Hinojosa is the sole managing member and

99% owner of Austin Capital Collision, LLC, which is also engaged in auto body repair. On the

same day that Austin Capital Collision, LLC, was formed, Defendant Eric Hinojosa filed an

assumed name certificate on behalf of Austin Capital Collision, LLC, for the name "Capital

Collision."   Austin Capital Collision, LLC, continues to conduct business today as Capital

Collision.

C. The Loan Agreement.

    9. Around March of 2005, Plaintiffloaned      the principal sum of $80,000.00 to the owners of




                                                  2
the Capital Collision business which, at the time, were the HABP Entities as general partners of

Capital Collision, G.P. The owners of the Capital Collision business are referred to herein as

"Capital Collision."

    1O.At the time, Capital Collision had an option to purchase the land it was renting but lacked

the necessary funds.          Erik Pampalone and Eric Hinojosa, as corporate officers/directors,

discussed the issue, and Erik Pampalone suggested to Eric Hinojosa that he could ask his mother,

Plaintiff, to loan the funds to Capital Collision.      Eric Hinojosa agreed that Erik Pampalone

should ask Plaintiff to loan funds to Capital Collision.

    11. Erik Pampalone, in his capacity as Vice-President of Capital Collision, approached

Plaintiff and proposed that Plaintiff loan Capital Collision the sum of $80,000.00 and, in

exchange, Capital Collision would repay the $80,000.00 over a twenty year period, plus annual

interest at the rate of 7%.

    12. Plaintiff understood, and Capital Collision agreed, that the loaned funds would be used

for business purposes, including the possible purchase of land.

    13. Plaintiff had previously loaned funds to Capital Collision for business purposes in 2003

and, at the time of the loan at issue in this lawsuit, was being repaid by Capital Collision as

agreed.

    14. Plaintiff agreed to loan $80,000.00 to Capital Collision.    Plaintiff performed under the

terms of the agreement and paid the funds to Capital Collision in two installments: $50,000.00

on or about March 24, 2005, and the remaining $30,000.00 on or about April 13,2005. [Exhs. P-

I, P-2].

    15. The loaned funds were deposited into Capital Collision's bank account, a Bank of

America account held in the names of "Capital Collision" and "Eric Hinojosa."




                                                   3
    16. The parties have stipulated that there is no signed promissory note for the loan. However,

the terms of the loan were evidenced in yearly loan amortization schedules generated by Erik

Pampalone and sent to Defendants and their representatives.    [Exhs. P-5, P-7, P-9, P-12, P-12A,

P-13, P-15, P-16, P-17].

    17. The statute of frauds does not bar the agreement, even though it is not in writing, because

Plaintiff fully performed under the agreement, and Defendant Austin Capital Collision, LLC,

partially performed.

D. Payments on the Loan.

    18. Thereafter, beginning on or about May 20, 2005, Capital Collision began performing

under the agreement by making monthly payments on the loan pursuant to the agreed upon terms.

Payments were made by electronic bill payment from Capital Collision's Bank of America

account held in the names of "Eric Hinojosa" and "Capital Collision" into Plaintiff's bank

account.

    19. The parties stipulated that from May 2005 through April 2013, Plaintiff received 94

monthly payments on the loan. [Exhs. P-3, P-3A].

    20. The 94 monthly payments were made by Capital Collision to Plaintiff as repayment on

the loan.

    21. During this time period, there was email correspondence among the parties and persons

acting on their behalf acknowledging the existence of the loan and Defendants' indebtedness to

Plaintiff thereunder. [Exhs. P-5, P-7, P-8, P-9, P-10, P-ll, P-12, P-12A, P-13, P-15, P-16, P-17].

E. Defendant Austill Capital Collision's Assumption of the Loan.

    22. Erik Pampalone began the process of leaving Capital Collision in 2006, and he formally

resigned in approximately April of 2007. After resigning, Erik Pampalone assisted Plaintiff in




                                                 4
                                                                                                      56
oversight of repayment of the loan, corresponding by telephone and email with Defendant Eric

Hinojosa and other Capital Collision employees concerning the loan.

    23. Following Erik Pampalone's resignation, Defendant Eric Hinojosa became and remained

the sole officer/director of Capital Collision.   Capital Collision continued to repay the Loan to

Plaintiff pursuant to the agreed upon terms.

    24. In June of 2009, Defendant Eric Hinojosa formed a new company, Defendant Austin

Capital Collision, LLC, [Exh. P-20] which became the owner ofthe Capital Collision business and

filed an assumed name of "Capital Collision." [Exhs. P-21, 22].

    25. Following its formation, Defendant Austin Capital Collision, LLC, assumed the loan to

Plaintiff.

    26. Approximately one year later, in July of 2010, Defendant Eric Hinojosa terminated the

HABP Entities (and, accordingly, the general partnership). [Exh. P-24].

    27. At the time of termination of the HABP Entities and formation of Austin Capital Collision,

LLC, all entities were operated solely by Defendant Eric Hinojosa.

    28. Defendant Eric Hinojosa did not provide notice-statutory      or otherwise-to   Plaintiff or

Erik Pampalone that he was terminating the HABP Entities or that Capital Collision was owned or

being operated by a new entity, Austin Capital Collision, LLC.

    29. Although there was no formal purchase or transfer of assets between Austin Capital

Collision, LLC, and the HABP Entities, Austin Capital Collision, LLC, continued to use the same

assumed name, business email address (cptlcollision@aol.com) and email signature block (with the

same name and physical address) as the         as the HABP Entities [Exh. P-14].     Austin Capital

Collision, LLC, also retained some of the same employees, took over control of the bank accounts

of the HABP Entities, and operated the same general business as the HABP Entities.




                                                  5
                                                                                                       57
    30. Prior to institution of this lawsuit, neither Plaintiff nor Erik Pampalone was aware or had

any reason to be aware that the HABP Entities had been terminated or that a new entity, Austin

Capital Collision, LLC, was operating the business and using the assumed name of Capital

Collision.

    31. Following formation of Austin Capital Collision, LLC, and termination of the HABP

Entities, Austin Capital Collision, LLC, d/b/a Capital Collision continued to make payments to

Plaintiff pursuant to the agreed upon terms ofthe loan.

    32. Austin Capital Collision, LLC, d/b/a Capital Collision made its payments from the Bank of

America account held in the names of "Eric Hinojosa" and "Capital Collision" until approximately

March of 2010 when the payments began being made from a Bank of America account held in the

names of "Eric Hinojosa" and "Capital Collision GP." Because the payments were electronically

deposited into Plaintiff's bank account, Plaintiff was not aware of any change in the bank account

making the payments to her.

    33. Defendant Austin Capital Collision, LLC, d/b/a Capital Collision was operating the Bank of

America accounts making the payments to Plaintiff.        Its sole managing member and majority

owner, Defendant Eric Hinojosa, intentionally put money into the Bank of America account held in

the names of "Eric Hinojosa" and "Capital Collision, OP" to cover the monthly bill payments to

Plaintiff on the loan.

    34. After Austin Capital Collision, LLC, was formed, Erik Pampalone, acting on behalf of

Plaintiff,    continued   to   send   correspondence      concerning   Plaintiffs   loan   to   the

cptlcollision@aol.com email address.     [Exhs. P-12a, P-13, P-14].    In response, Austin Capital

Collision, LLC, d/b/a Capital Collision continued to make payments on the loan as agreed. [Exhs.

P-3, P-3A].




                                                  6
    35. In September of 2012, Erik Pampalone, acting on behalf of Plaintiff, sent an email to

cptlcollision@aol.com requesting that Eric Hinojosa change where he was sending the monthly

deposits to Plaintiff on her loan to Capital Collision. [Exh. P- 14]. In response, Mirium Matta, Eric

Hinojosa's sister-in-law and an employee of Austin Capital Collision, LLC, responded from the

cptlcollision@aol.com email with "received and updated." [Exh. P-14].

    36. Austin Capital Collision, LLC, acknowledged the loan to Plaintiff and its indebtedness

thereunder through its conduct and course of performance.

F. Austin Capital Collision, LLC's, Default on the Loan.

    37. Defendant Austin Capital Collision, LLC, d/b/a Capital Collision made its last regular

monthly payment on the loan in April of2013. [Exhs. P-3, P-3A].

    38. In October of2013, Austin Capital Collision, LLC, d/b/a Capital Collision made a payment

of $6,000.00 to Plaintiff. [Exhs. P-3, P-3A]. No further payments have been made to Plaintiff.

Austin Capital Collision, LLC, d/b/a Capital Collision has breached and defaulted on the loan to

Plaintiff.

    39. Plaintiff made demand for payment upon Defendants, but Defendants failed and refused to

cure the default on the loan. [Exhs. P-16, P-25].

G. Plaintiff's Damages.

    40. As a result of Defendant Austin Capital Collision, LLC's, default on the loan to Plaintiff,

Plaintiff has suffered damages.

    41. The parties stipulated that the amount due and owing on the loan as of the date of trial is

$56,758.68.

H. Attorneys' Fees.

    42. As a result of Defendants' default, Plaintiff was compelled to file the instant lawsuit and




                                                    7
                                                                                                        59
incur attorneys' fees and costs associated with same.

    43. Through April 2015, Plaintiff incurred attorneys' fees in the amount of $44,950.30. [Exh.

P-18]. Plaintiffs fees incurred through trial are in excess of $90,000.00. These fees are reasonable

and necessary in Travis County, Texas.

    44. The parties stipulated to Ms. Robbi's qualifications to present attorneys' fees testimony and

the reasonableness of the hourly rates being charged.

    45. Plaintiffs   attorneys were required to expend significant time engaging m discovery,

drafting and filing a motion to dismiss claims asserted by Defendants, compelling discovery from

Defendants, attempting to subpoena documents from Defendants' accountant, preparing for and

attending depositions and mediation, attending hearings on Defendants' special exceptions and

motion for continuance, preparing for and attending trial, and drafting pre-trial motions, including a

motion to exclude the testimony of Defendant's corporate representative, Eric Hinojosa, who was

wholly unprepared for his deposition in which it was agreed he would provide answers in his

individual capacity and as the corporate representative for Defendant Austin Capital Collision,

LLC.

   46. Plaintiffs reasonable and necessary fees for Travis County in the event of an unsuccessful

appeal by either Defendant to the Court of Appeals are $20,000.00.

   47. Plaintiffs reasonable and necessary fees for Travis County in the event of an unsuccessful

appeal by either Defendant to the Texas Supreme Court are $20,000.00.

L Other Findings by the Court.

   48. Defendant Eric Hinojosa lacks credibility, especially in light of the fact that Eric Hinojosa

was wholly unprepared for his corporate representative deposition, had not reviewed a single

document produced in the lawsuit or otherwise talked to any Austin Capital Collision, LLC,




                                                  8
                                                                                                         60
employees or representatives regarding the designated deposition topics, and demonstrated a

repeated inability to provide substantive responses on his own behalf or on behalf of Austin Capital

Collision, LLC. Further, at trial of this cause, Eric Hinojosa tried to change many of the answers he

provided at his deposition which occurred approximately one month before trial.

                                         III. Conclusions of Law

A. Breach of Contract.

    49. Plaintiff and Capital Collision ("Capital Collision," as indicated, supra, referring to the

owners of the Capital Collision business which, at the time, were the HABP Entities as the general

partners of Capital Collision, G.P.) intended to and did enter into an agreement whereby Plaintiff

would loan the sum of $80,000.00 to Capital Collision and, in exchange, Capital Collision would

repay the loan over 20 years at 7% interest.

    50. This agreement constitutes a valid, enforceable contract.

    51. The statute of frauds does not bar the agreement, even though it is not in writing, because

Plaintiff fully performed under the agreement, and Defendant Austin Capital Collision, LLC, d/b/a

Capital Collision partially performed.

    52. Plaintiff fully performed under the terms of the agreement, paying the sum of $80,000.00 to

Capital Collision.

    53. Capital Collision performed on the agreement prior to the termination of the HABP Entities

by making monthly payments on the loan as agreed.

    54. Austin Capital Collision, LLC, d/b/a Capital Collision assumed the loan from the HABP

Entities though its conduct and course of performance, including by continuing to make payments

on the loan in accordance with the terms of the agreement.

    55. Austin Capital Collision, LLC, d/b/a Capital Collision partially performed on the agreement




                                                    9
by continuing to make payments on the loan to Plaintiff in accordance with the terms of the

agreement.

    56. Austin Capital Collision, LLC, defaulted on the loan.

    57. As a result of Austin Capital Collision, LLC's, default, Plaintiff suffered damages in the

amount of $56,758.68.     Accordingly, Plaintiff is entitled to recover the sum of $56,758.68 from

Defendant Austin Capital Collision, LLC.

    58. Plaintiff is entitled to post-judgment interest at the rate of 5%.

B. Attorneys' Fees.

    59. Because this is an expedited action under Texas Rule of Civil Procedure 169 and Plaintiff

cannot recover more than $100,000.00 inclusive of attorneys' fees, Plaintiff is entitled to attorneys'

fees in the amount of$43,241.32 which fees are reasonable and necessary in Travis County, Texas.

    60. Plaintiff is entitled to a conditional award of $20,000.00 in the case of an unsuccessful

appeal by either Defendant to the Court of Appeals. This sum is reasonable and necessary in Travis

County, Texas.

   61. Plaintiff is entitled to an additional conditional award of $20,000.00 in the case of an

unsuccessful appeal by either Defendant to the Texas Supreme Court. This sum is reasonable and

necessary in Travis County, Texas.

C. Defendants' Affirmative and Other Defenses.

   62. All of Defendants' affirmative or other defenses as alleged in its Fourth Amended Original

Answer, Verified Denial and Special Exceptions lack merit and any relief associated with same is

expressly denied.

    63. Any conclusion oflaw deemed a finding of fact is hereby adopted as such.




                                                    10
                                                                                                         62
SIGNED this   1~   day of July, 2015.




                                         DWONG




                                    11
                                                 63
3
§ 11,052, Windinfj Up Procedures,     TX BUS ORG § 11,052




  Vernon's Texas Statutes and Codes Annotated
    Business Organizations Code (Refs & Annos)
      Title 1. General Provisions (Refs & Annos)
         Chapter 11. Winding up and Termination of Domestic Entity
           Subchapter B. Winding up of Domestic Entity

                                      V.T.C.A, Business Organizations        Code § 11.052

                                              § 11.052. Winding    Up Procedures

                                                Effective: September     1, 2013
                                                          Currentness


(a) Except as provided by the title of this code governing the domestic entity, on the occurrence of an event requiring winding up
of a domestic entity, unless the event requiring winding up is revoked under Section 11.151 or canceled under Section 11.152,
the owners, members, managerial officials, or other persons specified in the title of this code governing the domestic entity
shall, as soon as reasonably practicable, wind up the business and affairs of the domestic entity. The domestic entity shall:



  (1) cease to carryon its business, except to the extent necessary to wind up its business;



  (2) if the domestic entity is not a general partnership, send a written notice of the winding up to each known claimant against
  the domestic entity;



  (3) collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity's owners or
  members; and



  (4) perform any other act required to wind up its business and affairs.



(b) During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action.



Credits
Acts 2003, 78th Leg., ch. 182, § I, eff.Jan, 1, 2006. Amended by Acts 20]3, 83rd Leg., ch. 9 (S.B. 847), § 3, eff Sept. 1. 2013.




:'ole'> of Decisions (5)

V. T. C. A., Business Organizations Code § 11.052, TX BUS ORO § 11.052
Current through the end of the 2015 Regular Session of the 84th Legislature

                                                                    t, 2015 Thomson Reuters. No claim to original ( .S. Govcrnmcru \\ orb
4
§ 11.356. Limited Survival After Termination, TX BUS OFW § 11.356




  Vernon's Texas Statutes and Codes Annotated
    Business Organizations Code (Refs & Annos)
      Title 1. General Provisions (Refs & Annos)
         Chapter 11. Winding up and Termination of Domestic
           Subchapter H. Claims Resolution on Termination

                                      V.T.C.A., Business Organizations       Code § 11.356

                                        § 11.356. Limited Survival After Termination

                                                   Effective: January    1, 2006
                                                           Currentness


(a) Notwithstanding the termination of a domestic filing entity under this chapter, the terminated filing entity continues in
existence until the third anniversary of the effective date of the entity's termination only for purposes of:



  (1) prosecuting or defending in the terminated filing entity's name an action or proceeding brought by or against the terminated
  entity;



  (2) permitting the survival of an existing claim by or against the terminated filing entity;



  (3) holding title to and liquidating property that remained with the terminated filing entity at the time of termination or
  property that is collected by the terminated filing entity after termination;



  (4) applying or distributing property, or its proceeds, as provided by Section 11.05.3; and



  (5) settling affairs not completed before termination.



(b) A terminated filing entity may not continue its existence for the purpose of continuing the business or affairs for which the
terminated filing entity was formed unless the terminated filing entity is reinstated under Subchapter E.   1




(c) If an action on an existing claim by or against a terminated filing entity has been brought before the expiration of the three-
year period after the date of the entity's termination and the claim was not extinguished under Section 11.359, the terminated
filing entity continues to survive for purposes of:



  (1) the action until all judgments, orders, and decrees have been fully executed; and



  (2) the application or distribution of any property of the terminated filing entity as provided by Section 11.053 until the
  property has been applied or distributed.
§ 11.35(:;' Limited Survival After Termination,                TX BUS ORG § 11.356




Credits
,\c(s 2003, 781h Leg" ch. 182,            S   I, eff Jan. 1.2006.




Footnotes
          V. lr, ..'\.. Business   Ori!ani/alions    Code ~ II.lOl   ct seq.
V. T. C. A., Business        Organizations          Code § 11.356, TX BUS ORO § 11.356
Current through the end of the 20 IS Regular                Session of the 84th Legislature




                                                                                         (30vern!Ylent   \lVork~:;,
5
§ 21,22::1. Limitation of          for                TX BUS ORG § 21,223




  'Vernon's Texas Statutes and Codes Annotated
    Business Organizations Code (Refs & Annos)
       Title 2, Corporations (Refs & Annes)
          Chapter 21. For-Profit Corporations (Refs & Annos)
            Sllbcbapter K Shareholder Rights and Restrictions

                                         V.T.C.A., Business Organizations     Code § 21.223

                                         § 21.223. Limitation   of Liability for Obligations

                                                  Effective: September      1, 2007
                                                            Currentness


(a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been
accepted, or any affiliate of such a holder, owner, or subscriber or of the corporation, may not be held liable to the corporation
or its obligees with respect to:



  (1) the shares, other than the obligation to pay to the corporation the full amount of consideration, fixed in compliance with
  Sections 21,157-21,162, for which the shares were or are to be issued;



  (2) any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that
  the holder, beneficial owner, subscriber, or affiliate is or was the alter ego of the corporation or on the basis of actual or
  constructive fraud, a sham to perpetrate a fraud, or other similar theory; or



  (3) any obligation of the corporation on the basis of the failure ofthe corporation to observe any corporate formality, including
  the failure to:



     (A) comply with this code or the certificate of formation or bylaws of the corporation; or


     (B) observe any requirement prescribed by this code or the certificate of formation or bylaws of the corporation for acts
     to be taken by the corporation or its directors or shareholders.



(b) Subsection (a)(2) does not prevent or limit the liability of a holder, beneficial owner, subscriber, or affiliate if the obligee
demonstrates that the holder, beneficial owner, subscriber, or affiliate caused the corporation to be used for the purpose of
perpetrating and did perpetrate an actual fraud on the obligee primarily for the direct personal benefit of the holder, beneficial
owner, subscriber, or affiliate.



Credits
Acts 2003, 78th Leg" ch. 182, § L eff Jan, 1,2006. Amended by Acts 2007, 80th Leg" ch. 688, § 74, eff. Sept 1,2007,




,'\Oles of Decisions (2 J 3)
§ 21.223. Limitation of Liability for Obligations, TX BUS ORG § 21.223


V. T. C. A., Business Organizations Code § 21.223, TX BUS ORG § 21.223
Current through the end of the 2015 Regular Session of the 84th Legislature
6
§ 24.006, Transfers Fraudulent as to Present Creditors, TX BUS                     s COM § 24,006



     KeyCite Yellow Flag - Negative Treatment
Unconstitutional   or Preempted   Negative Treatment   Vacated by     Gullcv v. Sunbclt Sav., F.S.IL   5th Cir.f'Tex.),   June 01, 1990


  Vernon's Texas Statutes and Codes Annotated
    Business and Commerce Code (Refs &: Annes)
      Title 3, Insolvency, Fraudulent Transfers, and Fraud
         Chapter 24. Uniform Fraudulent Transfer Act (Refs & Annos)

                                                      V.T.C.A., Bus. & C. § 24.006
                                           Formerly cited as V.T.C.A., Bus. & C. Code § 24.03

                                        § 24.006. Transfers         Fraudulent     as to Present Creditors

                                                                     Currentness


(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor whose claim arose before the transfer was
made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably
equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became
insolvent as a result of the transfer or obligation.



(b) A transfer made by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made if the transfer
was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to
believe that the debtor was insolvent.



Credits
Amended by Acts 1987, 70th Leg., ch. 1004, § I, eff Sept. 1, 1987.




Notes of Decisions (253)

V. T. C. A., Bus. & C. § 24.006, TX BUS & COM § 24.006
Current through the end ofthe 2015 Regular Session of the 84th Legislature

 End of Document
7
43.3. Rendition                                                    TX R !\PP Ru!e 43.3




  Vernon's Texas Rules Annotated
    Texas Rules of Appellate Procedure
      Section Two ..Appeals from Trial Court Judgments and Orders (Ret's & Annos)
         Rule 43. Judgment oftho Court of Appeals (Refs &. Annos)

                                                 TX Rules App.Proc.,       Rule 43.3

                                   43.~i. Rendition Appropriate       Unless Remand Necessary

                                                            Current ness


When reversing a trial court's judgment, the cOUlimust render the judgment that the trial court should have rendered, except
when:



(a) a remand is necessary for further proceedings; or



(b) the interests of justice require a remand for another trial.



Credits
Eff. Sept. 1, 1997.




Notes of Decisions (52)

Rules App. Proc., Rule 43.3, TX R APP Rule 43.3
Rules of Civil Procedure, Rules of Evidence, and Rules of Appellate Procedure are current with amendments received through
September 1, 2015. Bar Rules, Rules of Disciplinary Procedure, Code of Judicial Conduct, and Rules of Judicial Administration
are current with amendments received through September 1, 2015. Other state court rules and selected county rules are current
with rules verified through June I, 2015.
8
                                     CAUSE NO. D-I-GN-14-003207

BARBARA PAMP ALONE,                                §                      IN THE DISTRICT COURT
                                                   §
            Plaintiff,                             §
                                                   §
v.                                                 §                    TRAVIS COUNTY, TEXAS
                                                   §
ERIC HINOJOSA AND AUSTIN                           §
CAPITAL COLLISION, LLC,                            §
                                                   §
            Defendants.                            §                    419TH JUDICIAL DISTRICT

              Summary of Payments Made by Defendants to Plaintiff

No.                     Date             Amount            Bank Account
      1.                05/20/2005       $675.09
      2.                06/20/2005       $675.09
      3.                07/20/2005       $675.09    Bank of     America    Business Advantage
      4.                08/1912005       $675.09    Checking    Account    No. XXXX XXXX
      5.                09/2012005       $675.09    9118
      6.                10/20/2005       $675.09
      7.                11118/2005       $675.09    Capital Collision
      8.                12/20/2005       $675.09    Eric A. Hinojosa
      9.                01120/2006       $675.09
      10.               02/17/2006       $675.09
      11.               0312012006       $675.09
      12.               04/2012006       $675.09
      13.               05/1912006       $675.09
      14.               06120/2006       $675.09
      15.               07/20/2006       $675.09
      16.               08/18/2006       $675.09
      17.               09/2012006       $675.09
      18.           o   10/20/2006       $675.09
      19.               11120/2006       $675.09
      20.               12120/2006       $675.09
      21.               01119/2007       $675.09
      22.               02/2012007       $675.09
      23 .:             03/20/2007       $675.09
      24.               0412012007       $675.09
      25.               05/18/2007       $675.09
      26.               0612012007       $675.09
      27.               0712012007       $675.09
      28.               08/06/2007       $505.07
                        08/20/2007       $170.02
r-   No.         Date         Amount            Bank Account
\
           29.   09/2012007   $675.09
           30.   10/1912007   $675.09
           31.   11/20/2007   $675.09
           32.   1212012007   $675.09
           33.   01118/2008   $675.09
           34.   02/20/2008   $675.09
           35.   03/20/2008   $675.09
           36.   04/18/2008   $675.09
           37.   05120/2008   $675.09
           38.   06/20/2008   $675.09
           39.   07/18/2008   $675.09
           40.   08/20/2008   $675.09
           41.   09119/2008   $675.09
           42.   10/20/2008   $675.09
           43.   11120/2008   $675.09
           44.   12/19/2008   $675.09
           45.   01/20/2009   $675.09
           46.   02/20/2009   $675.09
           47.   03/20/2009   $675.09
           48.   04/20/2009   $675.09
           49.   05/20/2009   $675.09
           50.   06/19/2009   $675.09
           51.   07/20/2009   $675.09
           52.   08/20/2009   $675.09
           53.   09118/2009   $675.09
           54.   10120/2009   $675.09
           55.   11120/2009   $675.09
           56.   12/20/2009   $675.09
           57.   01120/2010   $675.09
           58.   02119/2010   $67S.09
           59.   03119/2010   $675.09
           60.   04/20/2010   $675.09    Bank of America        Business Advantage
           61.   OS/20/2010   $675.09    Checking Account       No. XXXX XXXX
           62.   06118/2010   $675.09    4193
           63.   0712012010   $675.09
           64.   08120/2010   $675.09    Capital Collision GP
           65.   09120/2010   $67S.09    Eric A. Hinojosa
           66.   1012012010   $67S.09
           67.   11119/2010   $675.09
           68.   12/20/2010   $675.09
           69.   01120/2011   $675.09
           70.   02/18/2011   $675.09
                 03/--/2011   --
                 04/--/2011   --
                                   Page 2 of3
r    No.         Date
                 051--/2011
                              Amount
                              --
                                                Bank Account

           71.   06/1012011   $675.00
           72.   06/20/2011   $675.00
           73.   07/20/2011   $675.00
           74.   08/19/2011   $675.00
           75.   09120/2011   $675.00
           76.   10/20/2011   $675.00
           77.   11/18/2011   $675.00
           78.   12/2012011   $675.00
           79.   01120/2012   $675.00
           80.   02/17/2012   $675.00
           81.   03/2012012   $675.00
           82.   04/20/2012   $675.00
           83.   05/1812012   $675.00
           84.   0612012012   $675.00
           85.   07/2012012   $675.00
           86.   08/20/2012   $675.00
           87.   09/20/2012   $675.00
           88.   10/19/2012   $675.00
           89.   1112012012   $675.00
           90.   12/2012012   $675.00
           91.   01118/2013   $675.00
           92.   02120/2013   $675.00
           93.   03120/2013   $675.00
           94.   04/19/2013   $675.00
                 051--/2013
                 06/--/2013
                 07/--/2013
                 08/--/2013
                 09/--/2013
           95.   10/25/2013   $6,000.00




r:
                                   Page 3 of3
9
                                                                                                                                                          H
                                                       :'.~.


                  Il>nk of Amer ica , !'I.A.              "'.)~t-,                                                     Page I or 4
                  1'.0. no, 2~IIU                                                                                      Statement     Period
                  "IoIIIP3. f t, n(,2~·5IllS                                                                           O~.'Oi:HJ Ill: ougll U:' ~:j I\.
                                                                                                                       "0 l' I'll      0); 48                 OI4UC)')
                                                                                                                       Enctosu res 0
                                                                                                                       Account ~umbcl




                    It :0,11 I.,!i,: ,,. III••,1,111" ,1.11:uI. IIt .1,I.: \'\11 1••1.'
                           I:

                                                                    01059 001 SCM999      I ~ 4 0
                     CAPITAl, COJ,!.ISION
                     ERIC A HINOJOSA
                     4)04  BURCH DR
                     DEL VALLE T'l< 78617-3273




                Our free Online nankiug   service allow. you (0 cll.C~ balances,        \tad:   account   ,clivily. pay bill' and more.
                         Willi On ltne B~nkillt:     you can Dbo vi ... "I' 10 13 month.          of Ibis s t nt e m e nt on line.
                                                 Enroll al www.bankefamer   ic a,e onll$m.llbusin.ss.




We recently made changes to our Overdraft Protection Transfer Fee to better serve you. Effective
immediately. when we determine your account is overdrawn by a lotal amount less than $10 for a day
and we transfer runds Irom your linked savings account or line of credit to cover it. we will not charge an
Overdraft Protection Transfer Fee. Overdraft Protection lets you link your checkinq account to another
account to help avoid overdrafts. If you haven't already signed up. call the number on your statement or
visit your nearby banl~ing center and an associate can help you.


Stay ahead of your bills - such as rent. mortgage. credit card or utility payments - by setting up
automatic reminders to be sent right to your e-mail or smart phone. With Payment Reminders from Bank
of America®. it's easy to know when a payment is due.

Get starte<:l at bantcofamerlca.com/sctutlons                    tOday.
                                                                                                                                                              I
                                                                                                                                                              ~

                                                                                                                                             ==J
                                                                                                                                                               H

                                                                                                                             paze 2 of 4
                                                                                                                             Statement Period
                            CAPITAL COl.L1S10l'                                                                              02101110 thrcugh    02128110
                            E.RIC 1\ lIlNOJ OSA                                                                              EO P Pc. OE 48
                                                                                                                             Enclosures 0   _
                                                                                                                             Account Number




                                                         Business Advantage Checking
                                                      CAPiTAL       COLI.lSION          ERIC A IIINOJOSA

                                                               Yuur         Account     ut    II   Gln nc e
   Account      Number                                                                   Statement Reginning Balance                             53,711.24
   Statement      Period            02101/10 through        02/28/10                     Amount of Deposits/Credits                              S7,002.90
   Number       of Deposits/Credits                                    I;                Amount of Withdrawals/Debits                           SIO,501.42
   Number       of WithdrawalslDcbits                               21                   Statement Ending Ba lance                                 $212.72
   Number       of Deposited Items                                   6
                                                                                         Average Ledger Balance                                  $2,174.17
   Number       of Days in Cyctc                                    28                   Service Charge                                              SO.OO

  Your       account   has overdraft     protection     provided       by Line of Credit           number     6871 1022 401299.



                                                Your     Business                            Pricing     Relationship
  Account                                                                                                        Qualifying Type of
  Name                                                                                                          Balance      Balance                        Date
  Business      Advantage     Checking                                                                              2,549.01 Average                        02-25
                                                          Total     Qualifying         Balance                     $2,549.01

Please note that the balances in your account(s) are below the minimum required to avoid the monthly maintenance fee. To give
you time to make adjustments. we have waived the monthly maintenance ree for this statement cycle ending 02/28/10. If you have
questions about your account or would like to discuss how you may avoid the monthly fee. please call us at the number listed
above.


                                                                    J)eposits         nnd Credits

      nte                                                                                                                               IlIt
   I'o~ted                         Amount       ($)   Descrintion                                                                      Reference

   02104                                 2,022.19 Deposit                                                                              813204730657492
   02/05                                 1,756.00 Deposit                                                                              813204730902628
   02109                                 1,628.46 Deposit                                                                              813204730269247
~iUtl:+/I~)                                 3.¥.!2~1
                                                  11:*16. Deposit                                                                      813204730526383
_f)~2:.:./,/.;6~)                      .....;6>:.7:..'i~:O~9J.:IOnline
                                                                  Banking transfer from Chk 4193                                       957202167505928
                                                          Confirmationa  0136551719
  02119                                     300.00 Overdraft Protection From 68711022401299                                          080602190005922
  02122                                      100.00 Overdraft Protection         From 68711022401299                                 0806022200 I1991
  02125                                     200.00 Bank Card                 Dcs:Merch Sell 10:430134840051477                       902556010903684
                                                          IndniCaph al Collision      Co 1D:1210001923 Ccd
                                                                                                                                           H

                                                                                                           Page 3 0(4
                                                                                                           SI~I"mCnl Period
                        CAPITAl.     COLLISION                                                             02101110 rhrouch     0212&1)0
                        EIlIC " HINOJOSA                                                                   HI   I' PE  ()~ 48
                                                                                                           CndCl$UrCS 0     _
                                                                                                           ACCOUIII    Number

                                                             Withdrawals         lind Dcblts
                                                                     OlItCI' Debits

    Date                                                                                                              Uank
    Posted         Amount          (S)           J)cscripi ion                                                        Reference

    02101                  436.45                Mitchell     International  Bill Pavmcnt                             943202010008790
    02/01                   71.15                l3ankCard              DcstMer  ch Fccs ID:1I3013'184()OSln7         902532006926873
                                                 Indn:Capital   Collision          Co 1D:321U001923 Ccd
    02101                     6.47               Milchel! International      Bill Payment                             ~43202010003800
    02/02                    39.95               Discover Network DcstScu lcmcnt 1D:601101323c;56387                  902532010206729
                                                 Indn:Eric A. Hinojosa, Dba          Co 10:1510020270 C~U
    02/04                 l,!lOO.UO              Online Banking transfer to Chk 419.                                  957102:)47530162
                                                 Confirmntionfi     3932735010
    02/04                   700.00               H orne Depot           Dcs:Onlinc Pint 1D:56002S980320388            902534010998444
                                                 Indn:Capitul   Collision Gr        Co ID:Citiccsweb    Web
    02/05                   500.00               Ge Money              Des.Payment        1O:504662UI4 152661         902535005381136
                                                 Indn:Hinojosa,Eric                Co 10:1061537262 Web
    02/05                  200.00                Mbna Credit Cards Rill Payment                                       943202050008802
    02/03                  516.35                Exxonmobil Comm Dcs:Onlinc Pmt 10:560030703322458                    902536010818361
                                                 l.ndn:Capilnl Collision           Co ID:Cilioilweb  Web
    02109                 1,600.00               Online Banking transfer to Ch k 4193                                 957202097591378
                                                 Confirmn tionll 03757641;44
    02116                 3,211.69               Online Banking transfer 10 Chic 4193                                 957302167513449
                                                 Confirmation#      6228127454
    02116                 1,146.06               2 Pawnee Lensing Des.Lease Pmt 1D:320955                             902547007520285
                                                 Indn:Capitul   Collision G.P. Co ID:3840884553 Ppd

r   IV>


      J

    02122
          '16


                             10.00
                                                 Dell Commercial       Credit Bill Pavment                            943202160008797
                                                                                                                      943202190008795
                                                                                                                      080602190005923
                                                                                                                      080602220011992
    Card Account
    02{01
    02101
                   /I
                             t.Ji
                             8.04
                                                                                                                      905701291164022
                                                                                                                      905701290007749
    02104                   79.80                                                                                     905702020337081
    02104                   43.24                                                                                     905702020739800
    02122                  121.22                                                                                     905702200677744
    Subto tut              278.21

                                                               Dully Ledger Batanc es
    Dale           Balance         (5)                Date                    Balance   ($)        Dalc                 Balance     ($)

    02101                 3,163.22                    02108                      3,862.07          02/19                         43.94
    02/02                 3,123.27                    02109                      3,890.53          02/22                         12.72
    02/04                3,322.42                     02111                      4,211.69          02/25                        212.72
    02105                4,378.42                     02/16                        429.03
             •   ".,
                   ..
                          ...
                            83nk     of Amer ica, N .11.
                            P.O. DOl< 1511&
                            T~mp3, FL 13622·~1IS
                                                                                                                                                        Page   I
                                                                                                                                                        Slatemeni
                                                                                                                                                                    4  or
                                                                                                                                                                     Period
                                                                                                                                                        02/01/10 through 02'28110
                                                                                                                                                        1:0 p         ra
                                                                                                                                                                       OIl 44
                                                                                                                                                                                        H




                                                                                                                                                                                            0372574

                                                                                                                                                        IIcCOUII'       Number      _




                                1111111•• 1..II..11,111,111•• 11... 1.1I1I.1111111.lu I.1111111:I
                                CAPITAL COLLISION GP
                                ERIC ]).HINOJOSA
                                4304 BURCH DR
                                DEL V])'LLETX 78617-3273




                         Our free    Online     nonking service 3110w.  you 10 check                  bobncos. If.ek       account .clivil),.   P')'     bills   3nd        more.
                                     With     Onllne  IIDa"ing  you e un .1'0 vi.,,·             up     10 III munlh,        of Ihb "3Iemenl           e ntln    e,
                                                              Enroll   r.1   www.ban).oor.:amerlca.c(.Ii1\\/tIoUlDllbus1ncss       .




.   ".,
"\




          We recently made changes to our Overdraft Protection Transfer Fee to better serve you. Effective
          immediately, when we determine your account is overdrawn by a total amount less than $10 for a day
          and we transfer funds from your linked savings account or line of credit to cover it. we will not charge an
          Overdraft Protection Transfer Fee. Overdraft Protection lets you link your checking account to another
          account to help avoid overdrafts, If you haven't already signed up. call the number on your statement or
          visit your nearby banking center and an associate can help you.


          Stay ahead of your bills· such as rent. mortgage. credit card or utility payments· by setting up
          automatic reminders to be sent right to your e-mail or smart phone. With Payment Reminders from Bank
          of Amerlca®. It's easy to know whon a payment is due.

          Get started at bankofamerica,com/solutions                          today.
                                                                                                                                                                                   H

                                                                                                                                         rage   2 of 4
                                                                                                                                         SIO' tcmcn l I' er ind
                                    CAPITAL COLLISION        GI'                                                                         02101110 throuuh       0212:1110
                                    ERIC A HINOJOSA                                                                                      no     I' PU    OU 44

                                                                                                                                         Account    Number     _



       \.                                                                                                                                 :."                        '.'   ..
       I                               :'.-        ::',



                                                              Business [.l.dv(;1n!ageCI,~cl~ing
                                                           CAPITA.L     COLLISION            GP     ER.IC A HINOJOSA


                                                                        Your       Account        at a Gh!R~C
             Account   Number                      __                                              Statement    Beginning      Balnnce                        S2,524.30
             Statement   Period         02101110 th~                                               Amount of Deposits/Credits                                528,160.08
             Number of Deposits/Credits                                        7                   Amount of WithdrawalsfDebils                              :523,675.12
             Number of Wijhdrawa ls/Debit s                                 38                     Statement    Eliding     Balance                            S7,009.76
             Number of Deposit ed items                                      7
                                                                                                   Average Ledger Be lance                                     $6,6\3.07
             Number    of Days in Cycle                                     28                     Service Charge                                                  S29.95


,'""
            Help &vold Overdrar. & ~ISF: Returned Item fees. use Alerts to get messages by email or text to inform yeu when you; balance Is
            low. Use Ovardr<~n Protection \0 transfer available funds Irom linlced savings. credit card. or credit Iin9 to your ch:!dli;1g account to

 tt         ielp cover items tl12l would ollerdraw your account. Call us for details..




                                                          You r Bus in es s
            Account
            Na re                                                                                                                                                               Date
            Business    Advantage     Checking                                                                                                                                  02-25


        Bnsed on your eomblncd balance of $6.129.33, your Businoss Advantage account has boon charged a monthly maintenance foe.
        You can avoid tills fetl In tho fULUr:t by m.:intainlng 535,000 in comb in ad balances.



                                                                            Deposits         an d Credits
               ale                                                                                                                                    an
             Posted                           Amounl      (S) Rescription                                                                          Reference

             02102                               5,000.00   Online Banking advance from                   Loc 1299                                 957102027580889
                                                            Conlirmation#      3915169063
             02/0'1                               1,000.00 On liuc Bunking       transfer from            Chk   9111\                              957102047530163
                                                            Cllnlirmationll    3932735010
             02f09                                1,600.00 Online      Banking   transfer from            Chk   9\1~                               957202097591379
                                                            Con firmation#     0375764844
             02116                                3,21 \.69 Online Banking tr ansfcr from                 ChI; 911S                                957302167513450
                                                            Confirmation#      6228127454
             02117                               11,872.04 Deposit                                                                                 313204830622344
             02117                                1,164.60 Deposit                                                                                 813204830622343
             02123                                4,311.75 Deposit                                                                                 813204730584475
"'"
               ~".!:;                                                                                                                                                             H
               ~~",
              ... :0 D~
                                                                                                                                                     PORe 3 of 4
                                                                                                                                                     Statement Per iod
                                    CAPITAl. COLLISION             01'                                                                               02101!10 Ihruu:;h 02ll8l1O
                                    eRIC A HlHO) OSA                                                                                                 1;0 P 1'0     011 4.\            0312576



                                                                                       Withdrllwnls         an d De blt s
                                                                                                   Checks
      Check                                               Dale           Balik                            Check                                      Date       Bank
      Number                        A,';u\lo:       (Sl   Posted         Reference                        :t:!u..,h-:r            Amount {~)         Po<,,,d    R!:f""'cl1c~
      5095                                   551.40        02101         l:I 301}')\l923%654              20148                               2.20    02/04     813009692604239
      5097°                                  550.00        02/12         813009892284554                  20149                              2352     0210S     813006892470800
      5103"                                  IS·Ul!        02/16         813009292032928                  20150                              92.31    02117     813009292693306
      20061°                                  95.(0        02/03         813009392452621                  20151                            215.57     02117     813009292693305
      20088"                                 340.{lO       02103         313009392452626                  20\52                              69.99    02111     813009692786278
      20091°                                   12.98       02108         813001179267653I                 20153                            830.00     02110     813006592162010
      20123°                                 500.I!O       02lH;         813204730039963                  20154                             150.00    02116     813008992748692
      20129$                                  71.00        02/01         813001>1:926905116               20156"                           261.63     02124     813009592563760
      20131"                                  95JiO        02/05         III 3009R92 124599               20157                             178.14    02/23     813009292733366
      20139"                                 671.25        02/0S         813003892194461                  20159·                         6.109.14     02122     813008992027080
      20140                                  116.65        02102         313005992002173                  20161°                         2.198.63     02122     313006092750085
      20141                                  747.:;1       02104         813009592350002                  20\62                            406.48     02125     813004092553813
      20143°                                 600.('.0      02l0ll        813008792668691                  20163                          1.829.41     02122     813002992359349
      20144                                3.272.55        02/0S         &13007692811653                  20164                            360.80     02122     813204730398781
      20145                                   172.00       02/08         813008792910492                  20170"                            192.57    02f26     813009992586446
      20147°                                   64.88       ()2112        813009992791685



                                                                                               Of h er Debits

      Dale                                                                                                                                                     Bank
      Posted                     Amount (S)                         DcscriQI           ion                                                                     Reference
      02104                                303.00                   Oal;!       Check              DesRcdcpchcek            ID:020085                          902535001904590
                                                                    IndnCapiral              Collision Gp           Co 10:1261961596         Rck
      02104                                 32.48                   Data Check                      Des:NSF        Fee    10:020085                            902535001904592
                                                                    Indn:Capital             Collision   Gp          Co 10:1261961596        Ppd
      02109                                400.00                   Online         Bunking ~~~mcnl                to l.oc 1299                                 957302095105249

      Q"f!6                                ti7~ 02                  8~1~;mJ:!~ok,,;fn,,<;: m!?~QChk                        QI13   I                            957202167505927
                                                                    Conlirmationfl              01365517]9
      02125                                663.31                   Trail Creek              love Dcs:Note Pmt              ID:Capilal     Collis;             902555005209896
                                                                    In dn .Cnpital           Collision              Co 1D:3262646872        Ccd
      02126                                600.00                   Millin Line Of Credit Bill Payment                                                         943202260005105
      02126                                 29.9$                   MOlllhly            Maintenance         Fee


                                                          Total      OVerdl'aCt Fees nud NSF: Returned                            Item     Fees

                                                                    :.l'oll!!   101'                Total
                                                                  "'h'
                                                                   1 IS P crro
                                                                            . d                 Y"nt.to·Dat
       Total            ver dr a It Fees                                        SO.OO                  $35.00
       Total NSF: Returned                  Hem fee'                            SO.OO                s 05.00

                                                                                         Udly Ledger           Balances
      Date                       /3;! la nee (S)                            D:nc                         Balance     (S)                   Dale                  Balance (S)
      02101                           1,896.40                              02/09                            2,611.96                      02f18                      15,528.07
      02f02                           6,779.75                              02/10                            1,781.96                      02122                       5.030.09
      02103                           6.344.75                              02111                            1.711.97                      02123                       9.163.70
      02104                           6.259.26                              02112                            1,097.09                      02124                       8.902.07
      02105                           6,164.26                              02116                            3,299.31                      02125                       7,832.28


r     02108                           1,411.96                              02117                           16.028,07                      02126                       7.009.76
                                                                                                                                                                      H
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                                   Balfli~{at America .....
                                                       '-
                               Bank of America, N.A.                       ~                                                             I'asc I of 4
                               I'.0. Box 2~us                                   ':tIr'                                                   Statement Period
                               Tamp'. ~'L 33622·5118                                                                                                    03/31/10
                                                                                                                                         03101{1O through
                                                                                                                                         EO P PE OE 43                     0132656
                                                                                                                                         Enclosures e    _
                                                                                                                                         Account Number




                                   11,"11 ••1.. 11"111 111... 1••1111.1.11,"11111.1.1 .. 1.1.. 1••1.1

                                   CAPITAl.       COLLISION
                                   ERIC A HINOJOSA
                                   4304 BURCH DR
                                   DEL VALLE TX 78617-3273




                             Our   free Online Bank in g service       nllow$ you to check bala nces, rr ack      account activitjl.  pay bills and more,
                                        Willi Online  IInnldnll       you can o!so vlew uplo     la t""ntln         or tllll ,taum"nl    online.
                                                                  Enroll   Ot   www.b:\nkofamcrica.com/smallbu$incu      .




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                                                                   BUsiness Advantage Checking
                                                              CAPITAL           COLLISION           ERIC A HlNOJOSA

          ______________________________             ~~~u~I~lt~n~t~n~G~,~ln~n~c~e------------------                                                                  ___
            Account Number                                                                              Statement Beginning Balance                            $212.72
            Statement Period           03/01110 through                03/31/10                         Amount of Deposits/Credits                          SI4.318.31
            Number of Deposits/Credits                                         5                        Amount of Withdrawals/Debits                        $)4.531.03
            Number of Withdrawals/Debits                                       8                        Statement Ending Balance                                  SO.OO
            Number or Deposited Items                                          0
                                                                                                        Average Ledger Balance                                5961.76
            Number   of Days in Cycle                                            3)                     Service Charge                                          SO.OO

            Your account   has overdral\         pr ot ect ion provided           by Line of Credit number           6871 1022401299.




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                                                                                                                                                              H
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\.                                                                                                                             Page 2 of 4
                                                                                                                               Statement Period
                              CAI'ITAL COLl.ISION                                                                              03/01/10 through 03131110
                              FoRIe A HINOJOSA                                                                                 EO   P PI!    OE 48
                                                                                                                               Enclosures 0     _
                                                                                                                               Account NUll1ber




                                                      Your      Business      Advnnt:lge      Pricing     Relationship
       Account                                                                 Account                            QualifYing Type of
       Name                                                                    Number                            Balance    S Ba lance                     D te
       Business   Advantage       Checking                                                                             922.81 Average                      03-30
                                                                 Total     Qualifying      Balance                    $922.81

     Please note that the balances in your account(s) are below the minimum required to avoid the monthly maintenance fee. We have
     waived the monthly maintenance fee for an additional cycle in case you need time to make balance adjustments.      If your balances
     are below the minimums next month you'll still enjoy all the many benefits that Come with your Business Advantage account, but
     the monthly maintenance fee will apply. Please call us at the number listed above If you have questions about your account.



                                                                            Deposits    and Cre dtts
         ate                                                                                                                              an
       Posted                           Amount        (S)   Description                                                                  Reference
       03/04                                     2,658.42 Sf Mutual          Des:A25SroOOI lD:xxxxx6250Ka0301                            902562006583464
                                                          lndn.Capttnl  Collision       Co 1D:9A25Sro001 Ccd
                                                          Pmt In fo:Nte"zzz*xxxxx6250K   a0301 1370533100
                                                          \
       03/17                                     2,797.16 Sf Mutual          Dcs:A25SfOOOI ID:xxxxx1236Ka0312                            902575003591285
                                                          ludnCapit al Collision        Co 1D:9A25SfO001 Ccd
                                                          Prnt 1nfo:Nlc"zzz·xxxxx 1236Ka03121370533100
                                                            \
          18                                     7,316.73 Sf Mutual           Des:A25SroOOI ID:xxxxx17S4Ka031S                           902576008234102
                                                          Indn:Capital  Collision        Co ID:9A25SroOOl cea
                                                          Pmt Info:Nte$zzz*x.xxxx    1784Ka031513705331oo
                                                          \
       03/26                                       805.00 Bank Card            Des:Merch Setl ID:430134840051477                         902585006694446
                                                          Indn:Capital  Collision        Co ID:1210001923 Ccd
       03/29                                       741.00 Online Banking transfer from Chk 4]93                                          957303297562545
                                                          Confirmation#    5288477014
                                                                          Wlth dra wa ls and Debits
                                                                                Other      Debits
       Date                                                                                                                              Bank
       Posted            Amount        (S)                  Dcscr int ion                                                                Reference
       03/01                        67.85                   Bank Card            Dcs:Merch Fees 10:430134840051477                       902560012434131
                                                            indn:Capilal   Collision        Co ID:3210001923 Ccd
       03/02                        89.90                   Discover Network Dcs.Sctt lcment 10:601101323656387                          902560015685838
                                                            Indn:Eric A. Hinojosa, Dba        Co 10:1510020270 Ced
       03/04                       794.00                   Home Depot            Dcs:Online Pmt 10:560053172331112                      902562007188203
                                                            Indn:Cnpilal Collision Gp        Co ID:Citiccsweb Web
       03/08                        100.00                  Mbna Credit Cards Bill Payment                                               9432030S00088()4
       03118                     11,342.43                  Online Banking transfer 10 Chk 4193                                          957203187554340
                                                            Confirmat iouu 0692331669
       03126                       805.00                   Online Banking transfer to Chk 4193                                          957103267571096
                                                            Confirmationll   3762903721
       03/31                       741.00                   Home Depot            Dcs:Online Prnt 10:560076464300917                   902589010785632
       Card Account      ##
                            ••       I111•••••              W'dlp.Fa Pital Collision Gp      Co 1D:Citicesweb Web
       03/17                       S90.8S                   Check Card        0316 Enrerpeise        Rcnt-A-Cnr                          90570':11(d UW>29
                                                                                                                                    H



"
"                CAPITAl. COI.L1SION
                 ERIC    A HINOJOSA
                                                                                                     Page 30f4
                                                                                                     Statement Period
                                                                                                     tl3/01110 Ihrough
                                                                                                     EO I' PE OF. 48
                                                                                                                         03131110

                                                                                                     Ilnc10surcs ()
                                                                                                     Account Number

                                         Withdrawals       and Debits     - Co n t lu ucd
                                                         Ot h er Debits

    Date                                                                                                      Bank
    Posted     Amount     (S)          Description                                                            Reference

    Suhtolul        590.85

                                                     Daily Ledger    Balances
    Dale       Balance    ($)              Date               Baln nce ($)                  D:J.tc               Balance     ($)

    03/01            144.87                03/01l                   1.819.39                03/29                        741.00
    03/02             54.97                03117                    4,025.70                03/31                          0.00
    03/04          1,919.39                03/18                        0.00
 r   .




                                                                                                                                                                               H

                                  B.nk of Amodeo, N.A.                                                                                       rage I of4
                                  1'.0. Box 25118                                                                                            Statement    Period
                                  1·"mI'3. FL 33622·5 lIS                                                                                    OllOl/11l through 03131/10
                                                                                                                                             ue P PB Oil 44                        03.18980

                                                                                                                                             Account   Numb.,     _




                                    11'1\11"1.. 11",, ,111... 1.,II! ,.I,lIull .. ll. I. 1,.1.1.. 1.. 1.'
                                                                                     o l05~   001 SG!~39        ri     0

                                     CAPITAL COLLISION GP
                                     ERIC A HINOJOSA
                                     4304 BURCH DR
                                     DEL VALLE TX 78617-3273




                                Our (ree: Online Bank ing service aUnw$ yun (0 check bulances,       tr3ck account    ;lcliv1ly. P3Y bills and          mor e.
                                         With O"lIne Banking       you CUD ~h(\ vi~,y up 10 18 months         or Ihis SlQI~mcnl     .. nl\n~.
                                                               Enroll at www.b;.nl:of3mCTica.co.nlsmallbusiM.~.




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                                                                  Business           Advantage              Checking
                                                             CAPITAl.         COLLISION            Gl'       ERIC    A HINOJOSA


                                                                                                         al a Glance
          Account     Number                                                                                Statement Beginning    Balance                        57,009.76
          Statement      Period           03/011                                                            Amount of Deposits/Credits                           516.351.41
          Number      of Deposits/Credits                                                                   Amount of Wilhdrawals/Debits                         521;525.79
          Number      of Withdrawals/Debits                                                                 Statement Ending Balance                              SI,841.38
          Number      of Deposited    Items
                                                                                                            Average: Ledger   Balance                             53.195.62
          Number      of Days    in Cycle                                          31                       Service Charge                                            529.95

         Help avoid Overdraft & NSF: Rcwmcd Item fees. Use Alerts to get messages by email or text to inform you when your balance is
         low. Usc Overdraft Protection to transfer available funds from linked savings. credit card. or credit line to your checking account to
         help cover items that would overdraw your account. Call us for details.
                                                                                                                                                                                 H

                                                                                                                                            1"1:" 2 of ..
                                                                                                                                            Sli1h:menl Petiod
                                     CAPITAL COLLISIOr.          or                                                                         0"01110 IhrouSh O~lJlIIO
                                     !;RIC A IIINOJOSA                                                                                      1:0 I' PO     OU "-1

                                                                                                                                            Account Number        _




       Account                                                                        Account                              Q\'al:fy:ns      Type of
       Namt:                                                                          I   urn rer                         Bu lancc     S 13"I;'ncc                           Date
      Business           Advantngc       hccking                                                                               3.532.49 Average                              03-30
                                                                       l'otnl     Qunllfying        Blljanc~                 :S3,SB2.t.lS

   6as~d on your combined batsnee o~ $3,582,119, :!Ilur Business Advllnt;:::ga acecum                           has been chDrgcd n monthly matntcnance                'e~,
   You cl:n avoid (his ra:: in tho rutura by maintaining S35.001) in combinctl balances.
                                                                                                            -----
                                                                                  Deposit:i     ,:nit Credits
          ate                                                                                                                                         13allt<
       I'o~tcd                                Amount       ($)   Desctinrion                                                                          Reference

       03/0S                                           497.50    Deposit                                                                              813204730856293
       oms                                          11.342.43    Online Banking   transfer from Chk                9118                               957203137551\341
                                                                 Conlirmation#  0692331669
       0)/22                                        2.593.20     Deposit                                                                              313204730423785
       03/23                                          319.20     Deposit                                                                              813204730616062
       03/26                                          805.00     Online Banking            transfer    fro", Chic 9118                                957103267571097
                                                                 Confirmationll        3762903721
       0)/29                                           300.08    Dcposir                                                                              813204730042952

                                                                                Witbdra'll'als an d Debits
                                                                                           Chedts
       Check                                            Dale          Bank                          Cheek                                    Dale        Bank
       Number                        Amount      ($)    Posted        Reference                     Number                Amounl      (~)    Posted      Reference
       5101                               557.40         03/01        813008992394512               20172                        213.10       03/02      SI3003092277479
...... ..,;.l~IR~t.,i:-I:-
       201~0&
                                                          gggg~8~~ci~~
                                        ~l~~2'*R~;i-..;!8~~f*'J1~1
                                          iH.60 ~M9 813009692184126
                                                                   I~ 20173
                                                                       20174
                                                                                                    20175
                                                                                                                                 434.51
                                                                                                                                   15.00
                                                                                                                                 500.00
                                                                                                                                              03/01
                                                                                                                                              03/04
                                                                                                                                              03/23
                                                                                                                                                         813008992065404
                                                                                                                                                         813009892820470
                                                                                                                                                         813009792480484
       20167"                              219.96        03/01        813006192752812               20176                     10,113.89       03/19      &13008992770587
       20169°                            1,142.98        03/01        313006192220154               20177                        623.77       03/25      N132047306731i3
       20171"                              330.00        03/01        813008792863716


                                                                                       Otber        Oebits
       Date                                                                                                                                           Bank
       Posted                   Amount        (S)                Descrinl       ion                                                                   Reference

       0)101                            100.00                   3 Pawnee      Le3sing Destt.easc Prnt 10:320955                                      9025611009530707
                                                                 lndn.Cnpit    al Collision     G.P. Co 1D:4R40884553    Ppd
       03102                            400.00                   Bank of America.           Line of Credit Dill Payment                               943203020005110
       03/04                            500.00                   Gc Money                 Des.Payment      10:504662014152661                         902562Cl06293580
                                                                 Indn.l l inojosa.Hr ic              Co 1D:I061537262    Web
       03/11                             9\.37                   3 Pawnee      I,c:lsio~ Des.Lease     Pmt  ID:320955                                 ')02569012439754
                                                                 ln dn.Capltn l Colhsion G.P. Co 1D:4S408S4553 Ppd
       03115                          1,146.06                   2 Pawnee Leasin~ Des.Lease Prnt 10:320955                                            902574003359778
                                                                 Inrln:Capital     Collision    G.P. Co 1D:3340884553    Ppd
       03/16                            100.00                   Dell Commercial         Credit Bill Payment                                          943203160005104
       03125                            663.31                   Trail Creek love Des-Note Pmt   ID:Capilal Collis;                                   902583009909906
                                                                 lndn.Capitul Collision    Co 10:3262646&72 Cell
~

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              :                                                                                         Pagc30f4
                                                                                                        SUlo,oenl Per iod
                       CAPITAL COLLiSION     GP                                                         03101110 through 03131110
                       ERIC A HINOJOSA                                                                  EO P Pil      I)U 44             0)48982

                                                                                                        ACCOUIlI    Number _

                                                  WithdrllwlIls     and Debits - Continued
                                                                  Orh er Dcbit s
    Date                                                                                                           Bank
    Posted           Amonnt   (5)            Description                                                           Reference
    O~/26                 600.00             Mbl1a Line Of Credit Bill Payment                                     943203260005108
    03129                 741.00             Online Banking transfer to Chk 9118                                   957303297562544
                                             Con firmationtl 5288477014
    03129                 500.00             Ge Money           J)es:Payment    10:504662014152661                 902588010526693
                                             lndntHiuojosa.Er ic          Co ID:l061537262 Web
    OJ/29                 400.00             Bank of Arncr ica • Line of Credit Bill Paymen t                      943203290005114
    03/30                 557.40             Marlin Lensing Bill Payment                                           943203300005107
    03/31                  29.95             Monthly Maintenance Fee

                                    Total     Ovcrdrnfl         Fees lind NSF: Rct u rn erl Hem Fees

                                             __
                                             .r0'-l!.! lor            ., ola.'..



r   Total Overdraft fees
    Total NSF: Returned Item fees
                                            TM.. Period
                                                      SO.OO
                                                      SO.OO
                                                                   Year-to-Dat
                                                                        S35.00
                                                                       S105.00

                                                              Dully Ledger Balances
    Date             Balance ($)                    Date                 Balance (5)            Date                 Balance ($)
    03/0J               4,174.91                    03112                          2,631.9~     03/23                   4,351.73
    03/02               3,56UII                     03/15                          1,485.88     03125                   3,064.65
    03/04               3,046.81                    03/16                          1,3S5.88     03/26                   3.269.65
    03/08               3.544.31                    03/18                      12.053.22        03/29                   2,428.73
    03/09               3.273.31                    03/19                          1.939.33     03/30                   1,871.33
    03/11               3,181.94                    03/22                          4,532.53     03/31                   1,841.38




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 \.                                   [b.nl~ of Arnerica , !'.A.                 .";..;:':~";~')'                                                       I'ilf.(; 1 of 0'
                                      p.O. II"" 25118                               .;.:                                                                St at cmcnt Period
                                      Tampa, FL 331122·5113                                                                                            ';";,'?!. j(, !~:-\..t:b!l u~ .~n!f)
                                                                                                                                                       1:0 I' PF.           O£ 4~                   0\711301
                                                                                                                                                       nnc\O>lHc> 0
                                                                                                                                                       Account :'\umbcl            _




                                        (I: I:\)ulllll"12:   III: :IIIIIIII,ltlh.: t"UII,I. ,I,! I!I" t,1
                                                                                            0309~ O~l SCMQ99      1 2 1 U
                                        CP.?ITI\T.COLLISION
                                        ERIC 1\ m:;OJOSA
                                        4304 BURC:J DR
                                        DRL VALLP. TX 78617-3273




                                   VIII free Online H.nking    service allows you In (heel ha l au eus, tr ack account                act rvity, I'''Y bills "lit! 1II(I'e.
                                             Wlill On lin e Bunl"n!:      )'ou CDn III~o vlcw U!' til 13 mont:..    of tl,b            st at e m e at I>nllll~.
                                                                     l-:ulo11 Oll www.1.3nkof3merica.com/~manbu$jncs.s.




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      :~;~.::::~:t.;.?;:)~f:f~'?H:!:;j+;;.~::·L~i~X~2%~r.}'~}:;;i:f('?i~~~p'?·~,%:~~~~~~·.:::~\g~·.V.E:HOi':~:!::;·;~
                                                                        Business Advantage Checking
                                                                   CAPITAL         COLLISION            ERIC A HINOJOSA

                                                                               You,          Account    ot   1:   Glan ce
          Account         Number                                                                            Statement Beginning Balance                                              $0.00
          Statement         Period            04101/10 through             04/30110                         Amount of Deposits/Credits                                          $:;,686.37
          Number          of Deposits/Credits                                     3                         Amount of WilhdrawalslDebits                                        S8,716.32
          Number          of Withdrawals/Debits                                   6                         Statement Ending Balance                                                S29.95-
          Number          of Deposited Items                                      0
                                                                                                            Average Ledger           Bulance                                          S9.74-
          Number          or   Days in Cycle                                         30                     Service Charge                                                           $29.95

          Your account           has overdraft       protection        provided        by Line of Credit          number      6~;71 10224012')9.




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    ~,                                                                                                                      I'a!;c 2 of 4
                                                                                                                            Statement     Per iod
                                 CAPITAL COLLISION                                                                          0410t1tO Ihrou~h        04/30.'10
                                 ERIC A HINOJOSA                                                                            EO   P PI;      01: 48
                                                                                                                            I!nclosures 0
                                                                                                                            Account      Number




                                                    Your   Bus ln cs s Advantngc            Pricing   Rclulionsllip
          Account                                                       Account                               Qualifying Type: of
          Name                                                          Number                               Balance    . Balance                               Date
          Business   Advantage     Checking                                                                          -9.74 Average                              04-29
                                                             Tut o l Qualifying       Balance                 -     S9.74

         Based on your combined balance of S9.74-, your Business Advantage account has been charged a monthly maintenance                           tee. Vou
         can avoid this fee in the future by maintaining $35.000 In combined balances.



                                                                        Deposits     lind Credits

             ale                                                                                                                         an'
           Posted                        Amount (S) De~cript ion                                                                        Reference

           04/01                                   70.05 Online Banking transfer from Chk 4193                                          957104017596899
                                                         Con flrmai ions 3813438100
           04113                                   82.31 Online Banking transfer from Chk 4193                                          957304137545894
                                                         Confirmat ionn 6217702175
           04119                               ll,534.01 Online Ranking transfer from Chk 4193                                          957204197556974
                                                         Contirmat ions 156S911673



,,.
,

:(           .te
                                                                      Withdrawllls      and Debits
                                                                            Ot h e r I>cbits

                                                                                                                                        B.wk
           Posted           Amount      ($)             Description                                                                     Reference

           04/01                     70.05              BankCard              Dcs:Merch Fees 10:4301348400$1477                         902591009342190
                                                        In dn.Capita l Collision        Co 10:3210001923 Ccd
           04/13                     35.00              Over druft Item Fee For Activity or 04-12                                       934804120008265
                                                        Electronic    Transaction
           04119                     35.00              Extended Overdrawn Balance Charge                                               971404190000102
           04/19                  8,464.01              IRS                Des:U sataxpymt 10:270050900391617                           902509010633189
                                                        ln dn iCapita l Collision Gp     Co 10:3387702000 Ccd
           04/30                     29.95              Monlhly     Ml1il1t~noncc Fee
           Curd Account     #:
           04112                     11",,)1            Check Card        0410 Waterfront        Restaurant                             905704101027032
           Su btot al                82.31

                                                 To t a l Ovcrdrnft      Fees nnd NSF: Returned               Item   Fees

                                                        101;1\ lor               T olar
,                                                     This Period            Year-to-Date
!           Total Overdraft Fees                             S70.00                  S70.00
            T()tal NSF: Returned Item Fees                    SO.OO                   SO.OO




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  ,:      '                                                                                                         Page 3 uf 4
   .                                                                                                                Statement Period
                                     CAl'lTAI.. COI.J.JSION                                                         ().l/OIlIO through 04/30110
                                     ERIC A HINOI0SA                                                                EO P PE O£ 48                     0128303
                                                                                                                    enclosures 0
                                                                                                                    Account Number


                                                                       Daily Ledger Balances
              Dale             Balance       ($)               Dnte             Balance     (S)
    .         04/12                       82.31-               04/19                       0.00
i             04/13                       35.00 -              04/30                      29.95 -




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                  ~               Bonle or "!naic a, N .A.                                                                      Pase I of 4
                                  1'.0. Bnx 25118                                                                               Statement Pcriod
                                 TDm!," , FL )3('22·~1I1l                                                                       iJ~·C"'(J IhIO~t:h ~'I..lO·HI
                                                                                                                                EO   I' I'B   06 44                   0340S1~

                                                                                                                                Account   Numb er _




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                                   CAP:r.TJl..L
                                             CQI.,LISTON GP
                                   ERIC A HINOJOSA
                                   4304 BURCH DR
                                   DEL VALLE TX 78617-3273




                               OUf free Online B:lnkiult s cr v ice a lfows you lO check batanccs, 1([tck account c:.clivily. pay bins and more,
                                        Wltlt Online nDnhlnll      yDIO e e n .1<0 ,.i~w til' to m months        or Ihl~ .tDI~n,enl online.
                                                               Enr<>11 .1 ww\Y.b.n!(or.m''fic~.coml.m"lIbu.incu.




    r     ~~II'l"'lllltl'lllrlll\lIIJltti!:!!t~,~
          ::ttf;:f;~~}1.~f;~!~fhl{~!~~W~~:;~~ti~&f~:l:~~Y\~m~j:~i.~L;:f1::::;~t,!,:;:r.~~~~!f;:~?¥.g~l#F~~~).~::\:~k~:k~
                                                               Buslneas Advantage Checldng
                                                          CAPITAL COLJ.lSJON OP                       ERIC A HINOJOSA

                                                                                                    at a GInn ce
            Account Number                                                                           Statement Beginning Balance                    Sl,841.3~
            Statement Period         04101110 through                     04/30/10                   Amount of Deposits/Credits                    $15,241.47
            Number of Dcposlrs/Crcdits                                            5                  Amount of Withdrawals/Debits                  S]7,458.75
            Number of WithdrawalslDcbits                                         18                  Statement ~nding. Balance                        S375.9().
            Number of Deposited hems                                              4
                                                                                                     Average Ledger Balance                         S2,736.'J3
               Number of Days in Cycle                                          30                   Service Charge                                    S29.95
           !-I3Ip avoid Overdraft 8: NSF: Returned Item tees, Use Alens to gel messages by cmnil or text to Inform you when your balanco is
           1011/.U'.le Overdraft Protection to transter available funds from lint(ed stlvings, credit card. or credit line to your chcclling account to
           help cover Ite:ns that would overdraw your account. Cnl! us lor details.


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                                                                                                                                        Page 2 of 4
                                                                                                                                        SIDlemcnl Period
                                     CAP 1'1 hi. COLLISION       UP                                                                     04/01/10 IhrouL:h ()4130/IO
                                     F.HIC A IlINOJOSl\                                                                                 EO P I'[J     011 44

                                                                                                                                        Account     Number




                                                                                                     Pl-jClr-V
             Account
             Name                                                                                                                                                       Dale
             Business   Advantap.c     Checking                                                                                                                         04·29



         Besed on your combined balance of $2,809.84. your Businoss AdvDnt1l9~ account has been :1111rged II mOOlt:,ly Maintenance                               fee.
         YOLI can <I'/oid t~is icc in the ruture bl' maintaining $35.000 In comblnad balanecs,



                                                                                  Depouit   s un(l   Cl"etlHs

             Dare                                                                                                                                  Bank
             Posted                           Amount       ($) Descrio1ion                                                                         Reference



-r-
             04106                                  5,506.64     Deposit                                                                           813204730146319
             04116                                  7,645.00     Counter      Credit                                                               813204730364109
             04/16                                     183.00    Depos~t                                                                           813204730364111
-..' -       04/26                                  1,763.31     Deposit                                                                           813204730379002
 '(W26                                                 143.52    Deposit                                                                           813204730379004

                                                                              Wlt hdrnwuls lind Debits
                                                                                       Checks
             Check                                      Dare          Bank                     Check                                    Date         Bank
             Numhcr                  Amount       ($)   Posted        Reference                Number                 Amount      (5)   POl'.tcd     Reference

             20178                       2,032.&3        04/07        8130011892$79215          2018!)                       635.47      041\4       813009292043338
             20179                           32.5:>      04/19        813009992337563           20lSI                        SOO.OO      04116       813204730341334

                                                                                       Other    Debits
             Date                                                                                                                                  Bank
             POSh-:<l           Amount        (S)                Descriorinn                                                                       Reference

             (MfOI                        70.05                  Online    Bunking       transfer    to Chk 911~                                   957104017596898
                                                                 Conlirmution#        3813438100
             04/02                      550.00                   Leaf                 Bill Payment                                                 943204020005109
             04/0$                      200.00                   Business Card            Bill Payment                                             943204080005 117
             04/13                       82.31                   Online    Banking       transfer    to Chit 911S                                  9573041 37545!l93
                                                                 Confirmation#        6217702175
             ()4f1S                    1,146.06                  2 Pawnee Le3sin~ Dcs:Lease               PlIlI ID:320955                          902505010153924
                                         _                       Indn-Cupitul      Collision      G.P.   Co lD:3S'IOSS4553     Ppd
             04115                       500.00                  Home Depot                 Des.Online     Pmt 10:560089433223077         -        902504008383098
                                                                 lndn.Capital Collision           Gp     Co ID:Citiccswcb       Web
             041\6                       \00.00                  Den Commercial            Credit Bill Payment                                     943204160005111
             04/19                    8.534.G1                   Online Banking transfer to Chk 9118                                               957204197556973
                                                                 Con lirmalion#        1568911673
         I   [)<V?O                      67'\ IN                 Barhara     PglllpalQD\'      Bill Pjlywnl I                                      943204200005112
             04/26                       663.3 I                 Trail Creek lnve Des.Not e Pmt                 ID:Capital    Collisi              9025 I 3010940091
                                                                 Indn.Capital Collision                 Co lD:3262G16Sn Ccd
             04/26                      600.00                   Mbna Line or Credit Bill Payment                                                  943204260005115
             04/29                      500.00                   Ge Money                   Des.Payment          10:50:1662014152661               90251800643522\


r            04/30
             04130
                                         557.40
                                          29.95
                                                                 lndn:Hinojosa,Erie
                                                                 Marlin
                                                                 Monthly
                                                                             Leasing Bill Payment
                                                                              Mainlenancc  Fee
                                                                                                        Co 1D:1061537262       Web
                                                                                                                                                   943204300005113
          ----"    .                  .   .~--~-     ..




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                                                                                                                                    I'~lle 3 or 4
                                                                                                                                    Slalcm~nl Period
                                              CAPITAl. COLLISION    GP                                                              04101110 through ')lI301l0
                                              ERIC A HINOJOSA                                                                       (;0 r rn Oil 44                  0340546

                                                                                                                                    Account   Number    _


                                                            To t a! Ove rdruft       Fees and NSF: Returned            Item Fees

                                                                    Tota..! lor             ., oUll
                                                                   Thij; Pm·joel         Yoar-to-Datr
                   TOlal Over drn rt Fce~                                   SO.OO             $35.00
                   Totnl NSF: Returned Item pees                           $0.00             SI05.(JO

                                                                                    Daily Ledger        Bu la n ec s
                  DalC                      Balance: (S)                 Datc                 Balance ($)                   Date               Balan::e (5)
                  04/01                        1,771.33                  04113                     4.4\3.06                 04/2n                       67.93
                  04f02                        1,221.33                  04114                     3,777.59                 04/26                      711.45
                  04/06                        6,727.97                  04115                     2,131.53                 04129                      211.45
                  04/07                        4,695.37                  041) G                    9,359.53                 04/30                      375.90-
                  04/08                        4,495.37                  04/19                          743.02




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             ~                      Bank or AIlI~rira. N.A.                                                                             P"i;Q I of 3
                                    1'.0, Box :2.SIIS                                                                                   StnlcrnclIl Period
                                    'I'arnpn, l'L 33GZ!·5118                                                                            OI!Ol!13 tin OUCh O,IISO/13
                                                                                                                                        Ell E I'll    r.n  44             C0151~6

                                                                                                                                        Account. KUlllbcr_




                                     II tI ,11.. 1.,1111" ,II I, ••1,,, III
                                                                                       Ol09~    HOt   ~C:"9~!i            t)

                                     CAPITAL COLLISION GP
                                     ERIC A HINOJOSA
                                     430~ BURCH DR STE A4
                                     DEL VALI,E,                  TX          78617-3275




                                         Our Online  n~nking service nUO\.\'8 you tn check hlll.')1r.~~. lrud:: ac<:oun!. .1(;ti\·ily nUll mor«,
                                             With OUUIl" n"n1dllg you """ ,,100 view "I' tn 18 month" of tlli •• t"t"m.,,,t online.
,                                                                       Ellroll Ill. www.l.al1kur:uncriro.com/ ..mallbll$ ... ...;•.




    r    .~rl~II~II\"JI\flt~lltl!~fiilllilll
         We're improving the system that supports automatic transfers Ior deposit accounts which will change the
         liming of certain automatic transfers. Effective April 23. when an automatic transfer between two of your
         Bank of America accounts falls on a weekend or federal holiday, it will now occur the prior business
         day. Please keep this change in mind when you schedule bill payments. Any other scheduled transfer
         tnat falls on a weekend or federal holiday will continue to occur the following business day. Additionally.
         you'll now be able to manage your transfers through Online Banking by going to the Transfers tab, as
:        well as by calling the number on this statement or visiting your nearby bunking celltel .


         Good News! trrresponse to customer reedback we've made some changes to your statements to make
         them easier to read. Soon YOLIwill notice color and graphics to highlight account details and draw
         attention to notifications and special offers. Over the next rew months. a guide will be included with your
         nWJ statement that will detail tile enhancements.    Stay tuned!




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                                                                                                                                                                     H

                                                                                                                              l'"ge 2 of 3
                                                                                                                              St.alcIllcnt Period
                            CllrrrAL     COlLlsIO:-J GI'                                                                      01/01113 tllfouCh 01/30.113
                            F.R1C A H1NO,IOSII                                                                                D1   E Pn      1-:1144
                                                                                                                              Account     Number       _




                                                              Business Economy Checking
                                                   CAPI1'AI_       COLLISION        GP     ERlC      A HI~QJOSA


                                                                  Your Account        nt n Glance
       Account Number                                                                     Statement     Beginning Baloncc                                   $15.46
       Statement Period                04/01/13   through 04/30/13                        Amount      of Deposits/Credits                          $1,505.00
       Number    of Deposits/Crcdita                                     3                Amount,     of Withdrnwals/DchiLB                        $1,498.18
       Numbot,   of Withdt·o.wuls/DobitB                                 4                Statement     Ending Balance                                $22.28
       Numbea-   of Deposited    Items                                   2
                                                                                          Average     Ledger   Balance                                     $574.45
       Number    of Days in Cycle                                       30

                                                                        Deposits and Credits
        ate                                                                                                                              nn'
       Posted                          Amount     ($) Descl'iptioll                                                                     Reference
       01/01                                 1,300.00 Deposit.                                                                          813008930688463
       04/10                                    15,00 Online Business Suite And Wiro 'l'ransfc\' Refund                                 945004105761959
                                                       Fdes    Nmo      0006576   Nbkslo"-
       04/19                                  190.00   Deposit                                                                          813008930066384

                                                                       \Vjthdl'Uwnls and Debits
                                                                             Oth01' Debit!!
       Dllte                                                                                                                            Bank
       Posted            Amount        1$)             Description                                                                      Reference
                                                                                                                                        943204050129517
                                                                                                                                        943204110005312
                                                                                                                                        943204190005310

                                                                                                                                        90570-1011364961


                                                                       Duily Ledger Bnlnnccs
     Date                'BiI!nnce     ($)                    Date                 Balance     ($)                 Date                    Balance ($)
       04/0]                  1,315.46                        04;05                      1,281.39                  Wfll                            507.28
       04/02                  1.296.39                        0'1/10                     1,296.39                  04/19                               22.28
"
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                                                                                                                                                                                                                                                                        H




                                                                                                                                                                                                                                                                            0015198

                                                                How To Balance Your Bank of America Account
    FIRS T. star! WiUl Y"'1r Accollrlt RelliMer/Checkbook:
    ,     ll~   YOUt     Aeco.:m       ncOi~tetlCheckbOl)k                  D.cl:!n.=c here                                                                                                          ......
                                                                                                                                                                                                         -             -. $_---
                                                                                                                                                                                                                                $                              _
    2'.   SUCUDCl        an}' servico charges             Of   other       dC'!tuc:i:tls         no,   prnvll')u~t)' recorded          tl\M     .:Ire 11!.~t.'" 011 ttut. M:Ucmcl1l            .N.
    3. J\d:J    ~nj' crcOI1S 00' plC'IIDusty                  fccordcd U,M arc 1r:'~cdon UlI~ !.to)lefT.cn~(tor c:x~nlptp.IH''''C5.~) .                                                                     . __,.
                                                                                                                                                                                                                $_-----
    ~     Tt,,~ "')"'"      HEW ACCOUNT REGIS1I:R eAlIINC~
                                                                                                                                                                                                        ....__ ._ .•. S                                    _
    NOW..... ilh your Account StatQment:
                                                                                                                                                                                                                                s                              _
    "     L"t )"Jut Stalcme-nt FnrJh'g B.,lancc                        ht'!Ift                             ,.
                                                                                                                                                                                                                                S                              _
          AcleJ Cr'rj dcpO':,ii'S no' !J\OVm on Inis ~Ul1cmcnc                              ._ .••. _.




    3. USl nnd         10131   all   Cllltot:llloC1Ulg   c.'1Cc.k~. 1\ TM. Ct-cCk Card Ot'ld other                            CICC\fOt1Ir.    WIU'dH'hvat:;
                                                                                                                                                             SUBTOTAL                                  .            __
                                                                                                                                                                                                                     .-.$====
              Chocks, ATM, Chock c"rd,                                                             Checks,             AiM, Chock Card,                                           Checks, ATM, Check Card,
              electronic Withdrawals                                                               (Inctronic            WithdrAwalS                                              EIOClrcn!c Withdrawals
           OalcJCheck (/          Amount                                                    Pate/Check                 d         Amount                                        Dale/Check'            Amount




    ~. TOTAL OF OUTSTANDING CHECKS, 1\TM, Check Cllld or.d                                                            Olhar electroniC        w'lh~'aw.rs               . _.•....•..   __ ...•. __ •.._.                "_ ..    $                                 _
    S. SubUlKl Ictal oulSlllndlng cheCks. ATM. CheCk Cara ~n~ I>11'.r el"Gl'rule
       Thl$ a.lance $hCuld mAIClI your flCW AccOtJnl RcgiMct a.'lMC~
                                                                                                                                        wItMt~'K.Ils
                                                                                                                                              •.
                                                                                                                                                                 1(O'n Su~tolol
                                                                                                                                                                              .•..                                          •    S      =======
    Upo.'1 rec:otp of your 5lat~mcnt. (f:Uctent.,., ... any. shout:J be repOftl'd 10 100 h.,/\4 Pfomj;l~ly 'n v:tth:1g:u--d In aC:Ccu1:1uct: ....'Ittl provI5!o'~S in your                                                                              (1O~1t
    o;)f<em<:nl.

                                                          IMPORTANT                          INFORMATION                            FOR BANK DEPOSIT ACCOUNTS
    Ch:tnue of Adarcss..                Plft.,!'>A:call u~      .0. I~f! 'f:f~hcnc               numller        listed    M    Ihe fron1 of Ihi~             !ol\\ICr:lr."·   Itl It:U uS about       I'll thongs   of ndd/es,!"

    UCpo,J1 Agreement.         \\"'CO yctJ ope!1td )'Qu" 3cccur.t. you tE:oi .....    et! " Cepc»ll tlgrcernem an:: fCQ>SdlOO'ukJ ord cg."ced Ihoa: ~'Cur lICCC\.-rn\'.'Cult! be
    g:wrrnP'd by the It!fm~ cI ~e       1.1.:CUtn4'tlt~. :t~ v..e may nnu:Jld L~      rr:.>mti'llC 1(1 111i,e'.lh~l· dccurnC1\l'5 are P"" cf Ute ccnlrl)C~ ror )'Ollt deposit ,;,ccc,nrnl
    a"td 9O'ICfn ~II :r;)ns~ttiOtl$ rel~ing 10 your :!rc:::(X,J~~irc.!udIf\9 :\11 ~(Y.;,!S        :::nd \.wildrilWi:lIS. COpie.s:~ b-01hthe (JcPOStl ~!JtCItmtr.t .nr.d fee SChci;fut8.
    \\lli(h c~Din the CU1ftml velsicn of tho let.ft!a, :tn!t; Cont:tllo~     a: )"tXJf accu-urc rc:l~N)1Y..Jup. may lJIt!' tb"..!Jinefj tal ::w banking a:n1t'f$
    (lee1r(lf1'C: Tr3ns1ers:    In easo or ~ro.S   or '1ueslicns  tslwut your electronic      "Ans'et5
    II you tnlnk your S12ltfl".<:Rl 01 tfc:eipt .~ WfO"l9 0:" iI yo;. ot:cd ,r.o·c i.,tormnlicn   abO~ ~n tlc{.tronlC tr811srtf \c 9. ATM tt'~ns~'\icm.          direct d'cpO!U\" <:;r
    wjl'ldrO\'/3tS. p~ir,,·ot·SD10 transactions) en the SltHcrnr.!U (I.' receIpt. u:le&:llonu or \'lute L'S a, the atltJr(>~s artC nlJI11t:J~rIiSled on tho franc of this $t3ttn10nt
    DS SOOn ~s ;YO.J ~on. Wa mUSI l1e1.:rftcm yoa "0 t~tct th3:'l 6.'l day.5 alter we. ~t!ru ~(X. the fiRS, T ~10:crner.t (:"1 wf\ic.tl thd cner or p!'cbk-n" cl'P2llrtd.
    • Ttl' us YCKJr n3:M o!ltl aCCQ1:nl numb<>f.
    • Cc:;cri~ tne Crto:" or the u~fe:            you arc ~me       ~b:)l.f.. ~rd c"plo:in .:lS CI(~Hly l!~ yw eM \'~h'1 yeu bcl~t           tnc!C I!\. ~n ~rrO" c: \'thy roo ne:d I1\.Cfe
    infOI.n~tiDn.
    • Tell u51he dellar a-noum ollhe SU$f.l'Cted etto,.
    for COf'l~\l""et accOur.\s tl$oeJ primQrily for pcr!.Cnl;ll. tamtly cr "~\.Is-ehold p.urpo~.              VJi! Vtltl IflveSti9ate   y~JJ cerr·p!nin~ ~!'\d will c.orreet eny errtlr
    ",,,,,,pUy.     1/ We :a~o mCfR than 10 bUSlno~~ d~ys (10 CDr.ndor d~~ If you ~ro , M.SS~ChUSOIlS cus10mcrl 120 llusm<:os dnys if .¥OIIuro D r.Q\v cuslomcr.
    tOt elcctrQ(l;c tranSfers oc.curtlng dU1ir.g \NJ Ilrst 3.0 C:a~ "tler lhe fir:;t dCl=oSi~ is ma(ta I:') )'O.lr ur.our.:} to r!:> '·II!o. we VJ!1l 'ec.redit your :\C.Cnunt 1M tho
    arno,lN     yO\. thtt'lk l! '" Ctret. SO that ycu Will t"cW'c u5C ef 1l1Cmor.cy dl..;tlOg !lta! m~ it tno(,c~us to ccmptetQ       cur lfl·.-eo:.ttg.lt1cn
    ror    lltt~r   o«e&.J1"J.s.     \\1!'   it'Ive5tigate.    aM       al \Vo r,r.d       \w!    h.,v.:   m;.r'oP.    an erro".    '/IC.   (Itdl.    'fOJI CY.cOt;o: at It~e CcrclU~.o1l of oar ir."'C~'fC}"tt OIl
    Rcp01tir.g       Other ProhJotns.                 You mus'         eA-Dmlt\U     }'Otr' ~~1e'N'f.!                 c.utefuUy 8.r\d
                                                                                                                            Vou OfC I~ 'he Dt!.l ~·:l~tje. to dl!.COVCf
                                                                                                                                             ptO!'TIptl)'.                                                                      e:·CfS 2nd        unauthOtlzed
    u.,,,sacuOtlS on Y<l'-'t t,ccotJ."'I(. !I)w                     fail    ~o r.cII'Y us In \'luang
                                                                                                 of susPC<;~Cdp:c~lcms or unnutl10fllCd tran,Snculj{':zwl~tun t~                                                            Hmo pcr;Cds specit10d In
    ;r10 deJ:O~LI~sreemQnt h"/hich pGriod'S                       "'Po   no mooc l!"',l\n              r.~
                                                                                          dll)~ l\1:er VIOl make tnc ~.tDtemQr.~,o ....nlltlble to yoa nn:1ln s.orr.~ r,,'!f5                                                   1ItC'   ;u)   dAYSor In$~l.      \'10
    arc not liotltc to ycu 101, end you tl;;fCe                        Mt to '~kO b CIDim cgGlnst uS fer ~h¢ prcblem$ Cl' unouthori;e:td trons:l'tlcn~.

    Direct Deposits.     II )'Ou ~vo 3rrMgs<l to ha'/O direcl dopr.~·I~ rn~~;; ro your "CQur.1 al1ea"                   c-.co overy 60 ~~y~ from t~c somo porson or                                                                              ccm~,         yOU
    m:ly CtllI us t! the lelt~hCl"lO r"rJ1n!:er liSlcd 01"1U\e tror.l or \hJS !>~.ite"'TWlt 10 ttft:: CiJ! Ir HLe ~po~it Y.'~S mtldc ot1.~ !cM:1u~td.
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                                                                                                                                         H

                     Bank    or Amceica,   ?V.A.                                                             raga I of 3
                     P.O. Bolt 25118                                                                         Stat"",uut Period
                     'ruml''', FI, 33622·5118                                                                05/01/13 through 05/31/13
                                                                                                             1:.'0 t: I'll EJl 44
                                                                                                             Account NWllber _




                       1111,11,,1,,11 "1111111,,, III
                                     til

                                                             01099   EOl   SC~:99!)     0

                       CAPITAL COLLISION GP
                       ERIC A HINOJOSA
                       4304 BURCH DR STE A4
                       DEL VALLE, TX 78617-3275




                            Our Online nanking service allows you to cheek balances, track account activity and more.
                             With Onlhle B:wlting you can nlso view up to 18 months of tl.is ti'Cntcment euline,
                                                Enroll nI. www.bankofomeric3.com/smnlJbu.inQss.




    Good News! In response to customer feedback we've made some changes to your statements to make
    them easier to read. Soon you will notice color and graphics to highlight account details and draw
    attention to notifications and special offers. Over the next rew months, a guide will be included with your
    new statement that will detail the enhancements. Stay tuned!
 P.O. nll;\ 15!!~~
                                                                        Customer service intorrnaticn
                1'£ tf1~!jn
 \Villnil'lt!ha:;..



                                                                  ®     Customer     service:       1.8S8.BUSINESS

                                                                   G    bankotamerlca.corn

                                                                   ~    Bank of Americn, N.A.
   CAPITAL COLLISION GP                                                 P.O. Box 25118
    ERIC A HINOJOSA                                                     Tampa, FL 3362;;>·5118
   1950 nUTlA.~D DR
   AUSTIN.TX 7875&5420




Your Business Fundamentals Chk
for October 1. 2013 to October 31. 2013                            Account number:

Account summary
Beginning             balance on October 1. 2013    $21. 79
                                                              Ii of deooshs/credrts:        1
Deposits and oll'er credits                        6.050_00
                                       ------
                                           ·6.0n.20
                                                              It of \·.ilhdrawah;/deblls:       2

----------.----
Checks
                                   --. -----    ·0.00
                                                              1/01 deposited l:ems: 0

     ----._---------                           ·0.00
                                                              t! or days in cycle: 31


              .-.-- ._-------------
SClViCC fecs
-.-----
Ending balance on October 31. 2013           S50.59
                                                              Averngc ledger balance:           $598.04
r
.
              I
    CAPITAt COLLISION GP   I Aecount
    -------------------=~~~~=-                               October 01. 201310   October 31, 2013


    IMPORTANT INFORMATION:
    BANK DEPOSIT ACCOUNTS
    Cnange of address      - Please call us at the telephone       number listed on the front of this statement   to tell us about a
    chilrge of address.

    Deposit agreement - \;\11enyeu opened your account, you received a deposit agreement and fee scneduts and agreed
    that your account would be governed by the terms of these documents. as we may amend them from time to lime.
    These documents are part of the contract for your deposit account and govern all transactions relating to your account.
    including all deposits and withdrawals.   Copies of both the deposit agreement and fee schedule which contain the
    current version of the tenns and conditlons of your account retatlonsblp may be obtained at our banlling centers.

    Electlonic transfers: tn case of errors or Questions about your electronic transfers - If you think your statement or receipt
    is wrong or you need more Intormation about an electronic transfer (e.g .• ATM transactions, direct deposits or
    witlldrawals, pclnt-ot-sale transactions) on the statement or receipt, telephone or write us at the address end number
    listed on the front of this statement as SOOI1 as you can. We must hear from you no later than 60 days after we sent you
    the FIRST statement on which the error or problem appeared.

    Tell us your name and account number.

    Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe there is an error Of
    why you need 1110reinformation.

    Tell us the dollar amount of the suspected      error.

    For consumer accounts used primarily for personal, family or household purposes, we will investigate your complaint and
    will correct any error promptly. If we take more than 10 business days (10 calendar days If you are a Massachusetts
    customer) (20 business da~'s if you are a new customer. for electronic transfers occurring during the first 30 days after
    the first deposit is made to your occount) to do this, we will credit your account for the amount you think is in error. so
    that you will have use ot the money during the time it will tal<e to complete our investigation.

    For other accounts.    we Investigate,   anc if we find we have made an error, we credit your account at the conclusion of our
    Investigation.

    Reporting other problems - You must examine your statement carefully and promptly. You are in the best posltlon to
    discover errors and unauthorized transactions on your account. If you fail to notify us in writing of suspected problems or
    an unauthorized transaction within the time period specified in the deposit agreement (which periods are no more than
    60 days after we make the statement available to you and in some cases are 30 days or less). we are not liable to you
    for. and you agree to not make a claim against us for the problems or unauthorized transactions.

    Direct deposns - If you have arranged to have (!irect deposits made to your account at least once every 60 days from the
    same person or company, you may call us at the telephone number listed on the front 01 this statement to find out if the
    deposit was made as Scheduled.

    @ 2013   BClnk of America Corporation


                                  Bank of America, N.A. Member FDIC and           @        Equnt Housing Lender




                                                                                                                            Page 2 of 4
    "
    ~...



                                                                                                           Your checking account
           ~ITAL   COLLISION Gi>                              October 01. :1013 to October   3!.. 2_0_13                               ~




           Deposits and other credits
           Onte          DosCTipticn                                                                                               Amount

           10/22/13      Ceposlt                                                                                               6,050.00

           Total depcslts and other credits                                                                                  $6,050.00




           10/02/13     CHECKCARO   1001 EXPERIAN  ~CREDITREPO 877-2847942 CA                                                      .21.20
                        2435:1.783274003500053331\ RECURRING CKCD 5968 46357200071461i32 4635 7200
                        07146432
           ~SU~b~tQ~rn~18i~Qr~c~a~m1a~~~o\~!Oit]#DI""""""""II==========~================::====::~~i2212o
           ~
           Tetalwithdrawalsand other debits
                                                            -.----------------------~-~~
                                                                                     -$6,021.20


           Dally ledger balances

r          Doto

           lOlOl
           10£02
                                         Balanee ($I

                                              21.79
                                               0.59
                                                       Date

                                                       10L22
                                                                              .~---.-~       B81ancc($)

                                                                                             61050.59
                                                                                                           D8te

                                                                                                            10/25
                                                                                                                               aalance{$)

                                                                                                                                   50.59




'"
\                                                                                                                         Page30( 4
C,\PITAL COLLISION GP   I   AcCQunt 1/        I   October 01, 2013 to October 31. 2013




                                         This page Intentionally left blanl~




                                                                                         page 4 of 4
11
NOTICE THIS DOCUMENT CONTAINS SENSITIVE DATA
                                                                                             6/8/2015   8:29:09 AM
                                                                                                                  Velva L. Price
                                                                                                                 District Clerk
                                                                                                                 Travis County
                                                                                                              D-1-GN-14-003207
                                                 NO. D-I-GN-14-003207

         BARBARA PAMP ALONE,                                  §                      IN THE DISTRICT COURT
                                                              §
                Plaintiff,                                    §
                                                              §
         v.                                                   §                      TRAVIS COUNTY, TEXAS
                                                              §
         ERIC HINOJOSA AND AUSTIN                             §
         CAPITAL COLLISION, LLC,                              §
                                                              §
                Defendants.                                   §                      419TH JUDICIAL DISTRICT

                                          STIPULATION OF THE PARTIES

                Plaintiff Barbara Pampalone and Defendants Eric Hinojosa and Austin Capital Collision,

        LLC, hereby agree and stipulate as follows:

         1.     If Plaintiff is entitled to damages arising from default on the loan she has alleged, then the

        amount of damages is $56,758.68 as of June 8, 2015.            This amount is calculated pursuant to the

        amortization   schedule attached as Exhibit A to Plaintiff's          Second Amended Petition, and is

        exclusive of attorneys' fees and other pleaded for relief.

        2.      The attorneys' fees and costs incurred by Plaintiff through April 2015 total $44,950.30.

        This amount     is established    by the documents        Bates-labeled   BP_ 000403-BP _00431.      These

        documents are preadmitted        for the purposes of attorneys'      fees testimony and the hourly rates

        reflected therein are reasonable.    Further, Nelia J. Robbi may testify as to attorneys' fees in lieu of

        Plaintiff's designated testifying expert, Joe Lea. Ms. Robbi is qualified in all respects to present

        testimony as to attorneys' fees and costs on behalf of Plaintiff and may present direct testimony in

        the narrative form.    This agreement      shall not preclude Plaintiff from offering testimony and

        evidence as to attorneys' fees incurred and/or anticipated after April 20 15.

        3.      Any document produced by any Party in this lawsuit and used at trial as an exhibit by any

        Party shall be preadmitted; the Parties reserve relevancy objections.       This agreement shall apply to




                                                                                                                         41
those documents which have been produced by the Parties as of the date of this stipulation,

4,      The Summary of Payments to Plaintiffs, attached hereto as Exhibit A, is a true and accurate

reflection of the information it purports to summarize.

5,     There is no signed promissory note for the loan at issue in this lawsuit.

                                               Respectfully submitted,

                                               McGINNIS LOCHRIDGE
                                               600 Congress Avenue, Suite 2100
                                               Austin, Texas 78701
                                               (512) 495-6065
                                               (512) 495-6093 (Fax)


                                              .By~'~~~J\.LJ
                                                 Joe Lea '-~~
                                                          State Bar No, 12082000
                                                          llei\(f..~?m9£irll.!isla,..W.tQQm.
                                                          Nelia J. Robbi
                                                          State Bar No, 24052296
                                                          mobbila)mcginnislaw.com
                                                          Jordan K. Mullins
                                                          State Bar No. 24070308
                                                          jmullins@'!,mQginnislaw.eom

                                               ATTORNEYS FORBARBARAPAMPALONE

                                               SLATER     PUGH,Ltd,LLP
                                               8400 N, Mopac Expressway
                                               Suite 100
                                               Austin', Texas 78759

                                               TelePh~ne (5 2)
                                               Te1ecopi· (5 2)472~;'
                                                                      47~2i~ifo
                                               By: ..,..-=--   _.        . _&.._ ....
                                                          A am Pugh
                                                          State Bar No. 24044341
                                                          i'lllYJ?Mi)slatel'pu 1m, com




                                                   2
                               CJWTIFICATE        OF SERVICE

        I hereby certify that a true and correct copy of the foregoing document was served via
                                          5
facsimile and/or electronic mail on this the ThJune 2015 on the following:

       Adam Pugh
       8400 N. Mopac Expressway
       Suite 100
       Austin, Texas 78759
       (5i2) 472-2431
       (512) 472-0432 fax




                                              3
Exhibit A
                                                       CAUSE NO. D-I-GN-14-003207

  BARBARA PAl'v1}J
                 ALONE,                                                          §                        IN   rm: DISTIUCT   COURT
                                                                                 §
               Plaintiff,                                                        §
                                                                                 §
  V.                                                                             §                        'I'RA VIS COUNTY, TEXAS
                                                                                 §
  BlUC HINOJOSA AND AUSTIN                                                       §
  CAPITAL COLLISION, LLC,                                                        §
                                                                                 §
            Defendants.                                                          §                    419TH JUDICIAL DISTRICT

                                         Summary of Payments to Plaintiff

.jjiJ?;i/'+,       .; ;-,'n.at~',':";;:;':1;:'(:
                \~~:'                              ::'::iL;Y~;·:!~6ib'upf;;:h,::~?:~t~~~j.:;.
       1.               05/20/2005                 $675.09
       2.               06/20/2005                 $675.09
       3.               07/20/2005                 $675.09                       Dm lie of America          Business Advantage
       4.               08119/2005 .- ..           $675.09                       Che eking      Account     No. XXXX xx:xx
       5.               09/20/2005       ------$675.09                           911 8
       6.               10/20/2005                 $675.09
       7.               11/18/2005                 $675.09                       Cap ital Collision
       8.               12/20/2005                 $675.09                       Eric A. Hinojosa
 .---- ..... ---~ .. f----
      9.                01/20/2006                 $675.09
       10.              02/1712006                 $675.09
       11.            . 03/20/2006                 $675.09
       12.              04/20/2006                 $675.09
                                                                             -
       13.              05/19/2006                 $675.09                -~.-
       14.              06/20/2006-                $675.09
       15.              07/20/2006                 $675.09
      16.               08/18/2006                 $675.09
       17.              09/20/2006                 $675.09
       18.              10/20/2006                 $675.09
       19.              11/20/2006                 $675.09
i----.---"-'----
      20.               12/20/2006                 $675.09
      2l.               01119/2007                 $675.09
      22.               02/20/2007                 $675.09
      23.               03/20/2007                 $675.09
      24.
-----,-",-,---,-,      "
                        04/20/2007                 $675.09
      25.               05/18/2007                 $675.09
      26.               06/20/2007                 $675.09
      27.               07/20/2007                 $675.09
      28.               08/06/2007                 $505.07
                        08/20/2007                 $170.02
                                     --                                   --,    --
                               05m:¢>\' .<.;;'::~I:"'·'L~;li;b-;;{it•.•.:.L-=~~=~~13)Jj~A~(hni:nt'_:>~;.'.-"
                                                                                                .:~...'",-''_:;.~..'.'....~i:
                 09/2o/2007                                        ~?.5.09
                 10/19/2007                                             $675.09
 ----- ----                                                      '--,-----
                 11/20/2007                                             $675.09
~-------~~--~.~
                 12/20/2007
    .':-'----t-..:c.:...;.,-----                                        $675.09
                                                                     -_.--.---
   33.           01118/2008                                             $675.09
   34.           02/20/2008
                 -,----                                   ..-.----.
                                                                        $675.09
           35.                  03/2012008                             $675.09
           36.                  04118/2008                             $675.09
           37.                  OS/20/2008                             $675.09
         38.
        "------ -
                  06/20/2008                                $675.09
                                                      -~-.-----------
          39.                   07/1812008                             $675.09
          40.                   08/2012008                             $675.09
          41:                 09/19/2008                               $675.09
__        42_.__            . 10/20/209~                              -.1~~~~92,_
          43.          _J.lL~Q!2008                                   $67~_
          44.                   12/19/2008                            $675.09
          4S.                   01/20/2009                            $67S.09
          46.                   02/20/2009                            $675.09
          47.                   03/20/2009                            $675.09
          48.                   04/20/2009                            $675.09
  49.                          OS/20/2009                             $675.09
  50.                          06/19/2009                             $675.09
~---
  5l.                          07/20/2009                             $675.09
          52.                  08/20/2009                             $675.09
          53.                  09/18/2009                             $675.09'
          54.                   10/20/2009                            $675.09
          55,                   11120/2009                            $675.09
          56.                  12/20/2009                  $675.09
          57.                  0112012010             __~-$67S.09
          58.                  02/19/2010                  $67S.09
                                                     ~--~~~--r---------------
___~                   ,_      03/19/2010                             $675.09 .
         60.                   04/20/2010                             $675.09      Bank of America        Business Advantage
         61.                   OS/20/2010                             $675.09      Checking Account       No. XXXX XXXX
   62.  06/1812010                                                    $675.09      4193
~-----~~~----~---~~~-4
         63,                   07120/2010                             $675.09
         64,                   08/20/2010                             $675.09      Capital Collision GP
         65,                   09/20/2010                             $675,09      Eric A. Hinojosa
         66.
----_ .. _-----   .-.-_.---
                               10/20/2010
                              ----~.-~- ..-- ... -   ..
                                                                 $675.09
                                                          ---~~.-.-.~.----------
         67.                   11/19/2010                   $675.09
         68.                   12/20/2010                   $675.09
         69,                   01120/2011                   $675.09
                                                      --"--------
         70.                   02/1812011                   $675.09
                               03/--/2011
                               04/--/2011
                                                                       -----'-----             ------------
                                                                             Page 2 of3




                                                                                                                                46
 ~_73     " __                      1-:';-2-:'-O/-02C-::-=11:....::.1-+
                            1.-::0-,::,7                          -::$--=:6-'::-c7
                                                                          5:-.O,-:0----j
 ___ 74:._.
      75.
 -_.-----/---.--......,...--
                               08119/2011                           $675.00
                               09/20/20 1··-c1·--t------:-$-:c67-:05-.
                                                  --j---,-----j
                                                                                     °
          76.                   10/20/2011                                $675.00
          77.                   11/18/2011                                $675.00
 __ .J.3: ...... I_l_2c.../2_0'--/2.......  0;.;.cll"--I-__         ..... $675.00
             79.               01/20/2012                                 $675.00
             80.               02/1712012                                 $675.00
             81.               03/20/2012                                 $675.00
 ------:8c'-'-2'--. ----I---cO:..:c.:4/·20/2012                           $675.00
1---_    8_3 .             -t--:c-0 5-;-;/1::-:8-;:/2-::0-,12:--+
                                                          __       --=$::-::6:-,::,7
                                                                              5,:-,-'0:-::0
                                                                                         __
          84.                 0612012012                             $675.00
         85.                  07/20/2012                             $675.00
         86.                  08120/20'--':1'':-2-1-----::-$--:-:67=-'=5-'-::.0--:.--0---1
                 ..
            87 ....__ -/--0,-,,::9.:.,-,12-::0/,-:::-2--:.--01,-:2,.-+
                                                            __          -::$:-,:-67,::-:5:,-:.0:-,:-0----;
            88.                  10119/2012                               $675.00
           89.                   11/20/2012                               $675.00
f---_9:,-:0:..:.... _-+...::.:12:::.,/::.;20:.:.,:/2::..:0...::..12=--1
                                                          __           '_$675.00
           91.
~.----+-~-----+----~---~
                                01118/2013                                $675.00
           92.                  02/20/2013                                $675.00
           93.                  03120/2013                                $675.00
_-'9.......    4,~.           ~.~0.4/...::..1~9/~20~1~3-+
                                   ......                               ..~$~15.0_0__
                                05/ ..../2013
                                061 ..../2013


                              09/ ....12013
         95.     $6,000.00    10125/2013
~---------~----~~-~----------------------~




                                                                                  Page 3 af3




                                                                                                             47
