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Chahadeh v. Jacinto Medical Group, P.A.

Court of Appeals of Texas, First District

March 14, 2017

HASSAN CHAHADEH, M.D., Appellant
v.
JACINTO MEDICAL GROUP, P.A. AND PARADISE MARKETING ANDCONSULTING, L.P., Appellees

         On Appeal from the 61st District Court Harris County, Texas Trial Court Case No. 2015-44173

          Panel consists of Justices Keyes, Bland, and Huddle.

          OPINION

          Rebeca Huddle Justice

         Hassan Chahadeh, M.D., personally guaranteed loans made by Jacinto Medical Group, P.A. and Paradise Marketing and Consulting, L.P. to University General Health System Inc. and University General Hospital, L.P. (collectively "UGH"). Subsequently, UGH defaulted on the loans and filed for Chapter 11 bankruptcy protection. Appellees sent notice and demand to Chahadeh requesting payment under the guaranty agreements, but Chahadeh did not pay. Appellees sued Chahadeh for breach of the guaranty agreements and filed a traditional summary-judgment motion, which the trial court granted.

         In his sole issue on appeal, Chahadeh argues that the trial court erred by granting summary judgment because the bankruptcy court has exclusive jurisdiction over appellees' claims against him and the summary-judgment evidence did not conclusively establish the amount of his liability. We affirm.

         Background

         The promissory notes & guaranty agreements

         Chahadeh is the CEO of University General Health System Inc. and the Chairman of University General Hospital, LP. In February 2014, Jacinto loaned University General Health System Inc. $1, 400, 000 under the terms of a promissory note. At the same time, Paradise made two loans to University General Hospital, L.P.-one in the amount of $360, 000 and one in the amount of $457, 979.81-under the terms of two corresponding promissory notes.

         The dispute in this case centers on two guaranty agreements that Chahadeh executed personally guaranteeing the three promissory notes. One guaranteed payment of the Jacinto promissory note, and the other guaranteed payment of the two Paradise promissory notes. In both guaranty agreements, Chahadeh agreed to pay any amounts due under the promissory notes if UGH[1] defaulted on them:

In the event of default by [UGH] in payment or performance of the Guaranteed Indebtedness, or any part thereof . . . [Chahadeh] shall promptly pay the amount due hereunder . . . within two (2) business days after notice and demand."

         The agreements provided that they were guarantees of payment, not collection:

This instrument shall be an absolute, continuing, irrevocable, and unconditional guaranty of payment and performance, and not a guaranty of collection . . . .

         They also provided that Chahadeh could not assert a setoff or reduction defense to a demand for payment:

No setoff, counterclaim, recoupment, reduction, or diminution of any obligation, or any defense of any kind or nature which [UGH] may have against Lender or any other party, or which Guarantor may have against [UGH], Lender, or any other party, shall be available to, or shall be asserted by, Guarantor against Lender . . . or against payment of the Guaranteed Indebtedness or any part thereof.

         In addition, Chahadeh agreed that his obligation would not be diminished if UGH declared bankruptcy:

Guarantor hereby agrees that its obligations under this Guaranty Agreement shall not be released, discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including . . . any disability of [UGH], or the dissolution, insolvency, or bankruptcy of [UGH].

         UGH ...


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