Appeal from the 61st District Court Harris County, Texas
Trial Court Case No. 2015-44173
consists of Justices Keyes, Bland, and Huddle.
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.
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
promissory notes & guaranty agreements
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
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
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."
agreements provided that they were guarantees of payment, not
This instrument shall be an absolute, continuing,
irrevocable, and unconditional guaranty of payment and
performance, and not a guaranty of collection . . . .
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.
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].