A sibling rivalry is taken to court after failing to see eye-to-eye on different business agreements.
In a lawsuit filed in a San Antonio court, Shahram Khaledi, H.K. Global Trading and K.R.K. are suing Abdol Rasoul Khaledi claiming breach of contract agreements, fiduciary duty and for declaratory relief.
Shahram and Rasoul (Ross) are known as the Khaledi Brothers and have multiple businesses established in Webb County including real estate and construction operation, physical and online duty-free stores made up of HK Global, KRK, KRK General Partner and Khaledi Management, referred to as Joint Enterprises.
The Khaledis began their business relationship in the 1980s, along with a third brother, Heydar (Shaun) Khaledi. By the 1990s, the brothers had created 17 companies and partnerships involving electronics, money exchange and construction.
“However, in 1999 the brothers began to experience personal and professional problems,” the lawsuit states. “More specifically, a dispute between Ross and Shahram on one side and Shaun on the other.”
As a result of that dispute, Ross and Shahram decided to buy out Shaun’s business interests. They also agreed to retain Shaun as a consultant for the companies. Ross and Shahram each owned 50% of the overall KRK and HKG enterprises.
“Following the acquisition of Shaun’s interest in 2000, Ross and Shahram entered into an oral agreement concerning the Khaledis’ operation of the Joint Enterprise,” the lawsuit states. “Under The Agreement, Shahram would independently manage all of KRK’s operations and the electronics division of (HKG).”
The brothers agreed that Shahram would also independently manage all operations of their jointly-owned future real estate investments and other affiliated entities.
“Finally, Ross would independently manage all remaining aspects of (HKG),” the lawsuit states. “Ross and Shahram proceeded in accordance with the agreement — each developing specialized expertise in their respective niches of the business that allowed the Joint Enterprises to thrive.”
For over 15 years, the Khaledis successfully managed the Joint Enterprises under their agreement.
However, their relationship took a turn in May 2020 when according to the lawsuit, Ross attempted to assert management control over KRK and the electronics division of HK Global.
“Ultimately, both Ross and Shahram retained counsel and for several months thereafter, attempted to negotiate a separation of the Joint Enterprises owned by the brothers,” the lawsuit states.
According to the lawsuit, Ross routinely interferes with aspects of KRK and HK Global’s electronics division. Additionally, he has ignored Shahram’s directives related to KRK and HK Global, blocked the acquisition of assets and attempted to acquire and dispose of other business assets.
Shahram has repeatedly requested Ross to stop these behaviors.
“As a result of (Ross’s conduct), on August 31, 2020, Shahram, through his attorneys, delivered a proposal to Ross with a list of protocols that … were designed to ensure that the Joint Enterprises would continue to be operated on an ongoing forward basis as they had been run over the prior 10 years pursuant to (their previous agreement),” the lawsuit states.
By Sept. 15, 2020, Ross still did not agree to abide by the protocols or the status quo of the original agreement.
Despite any attempted mediation agreements, Ross’ behavior persisted toward his brother and others in the organization, the lawsuit states.
“Ross’ communications with Shahram and key personnel escalated in terms of intensity, vulgarity and belligerence,” the lawsuit states. “These communications from Ross to other company employees were disruptive and have adversely affected morale within the Joint Enterprises, to the point where the Joint Enterprises are at risk of losing of have lost long-term employees who play a significant role in the Joint Enterprises’ operations.”
Ultimately on Nov. 13, a mediation occurred where both parties agreed to the sale of HK Global. Shahram offered a bid on HK Global and Ross agreed, the lawsuit states.
“As of November 13, 2020, the parties had an agreement, confirmed in writing, for the sale of Ross’ interest in HK Global to Shahram,” the lawsuit states.
The lawsuit adds that by late December, attorneys for Ross sent an email to Shahram’s attorneys stating that they have not received any indication of Shahram’s willingness to move forward with the sale of HK Global.
“Tossing aside the agreement that was reached and confirmed on November 13 and again on November 14, Ross, through his attorneys, rejected the existence of an agreement entirely and attempted to reopen the bidding on HK Global,” the lawsuit states.
It adds, “In the midst of these disputes, and continuing to date, Ross’ communications with employees and family remain aggressive, belligerent and incoherent in their substance and remain a constant source of distraction and disruption to the Joint Enterprises.”
Shahram and the companies filing suit are requesting the courts to declare the rights, status and legal obligations among Shahram and Ross and to make the agreement binding and enforceable upon the Khaledis.
They further ask that the court issue a temporary restraining order against Ross, issue a temporary injunction to preserve the status quo of their agreement until a final hearing, command Ross to desist and refrain from interfering in the management of KRK and the electronics division of HK Global.
Originally Appeared Here