Mexico Foods Holdings, LLC v. Maria Alicia Nafal, Marwan Nafal, and Khaled Nafal ( 2023 )

ORDER AFFIRMED and Opinion Filed May 9, 2023
In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-23-00108-CV
MEXICO FOODS HOLDINGS, LLC, Appellant
V.
MARIA ALICIA NAFAL, MARWAN NAFAL, AND
KHALED NAFAL, Appellees
On Appeal from the 380th Judicial District Court
Collin County, Texas
Trial Court Cause No. 380-56809-2021
MEMORANDUM OPINION ON MOTION TO REVIEW
SUPERSEDEAS ORDER
Before Justices Molberg, Pedersen, III, and Goldstein
Opinion by Justice Molberg
Mexico Foods Holdings, LLC (MFH) filed this appeal from the trial court’s
interlocutory order appointing a receiver and sought to supersede the order pending
the appeal. The trial court denied the request and MFH now asks this Court to either
set supersedeas or stay enforcement of the order appointing a receiver.1 For the
1
The underlying lawsuit was originally filed in the 470th Judicial District Court and that court issued the
appealed interlocutory order appointing a receiver. Following a recusal, the case was transferred to the
380th Judicial District Court and that court issued the order denying supersedeas. Following a second
recusal, it appears the underlying lawsuit has now been transferred to the 429th Judicial District Court.
Because the supersedeas order was signed by the 380th Judicial District Court, this Court’s opinion and
order on the motion to review that order is directed to that court.
following reasons, we deny the motion and affirm the trial court’s order denying
supersedeas.
Background
The underlying case is a divorce proceeding between appellee Maria Alicia
Nafal and Salah Nafal. The couple’s largest community asset is Salah’s 31.26%
membership interest in MFH. MFH is a holding company owned primarily by Salah
and his two brothers. After the divorce proceeding was filed, MFH purchased
Salah’s interest at a price of $33,388,299. Pursuant to the terms of the purchase,
MFH paid ten percent cash along with an unsecured promissory note for
$30,049.469 payable to Salah at $2 million per year for four years and a balloon
payment in year five. MFH filed an interpleader action in Dallas County against
Marie and Salah and interpleaded the cash portion of the purchase price into that
court’s registry.2
After Salah’s two brothers intervened in the divorce proceeding, Maria filed
a third-party petition against MFH and sought the appointment of a receiver. Maria
alleged, in part, that the transfer of Salah’s interest was fraudulent. The trial court
agreed and signed an order appointing a receiver and setting the receiver’s bond at
$750. MFH filed a motion asking the trial court to suspend enforcement of the
receivership order pending the appeal. At the hearing on the motion, MFH asked
2
The Dallas County lawsuit has been abated pending resolution of the divorce proceeding.
–2–
the trial court to find that either the receiver’s $750 bond or the money in the Dallas
County trial court’s registry constitutes a good and sufficient bond. The trial court
denied MFH’s motion.
The Law
Suspension of an appealed interlocutory order lies within the trial court’s
discretion; no absolute right exists. See TEX. R. APP. P. 29.2; Ridgecrest Holdings,
LLC v. City of Dallas, No. 05-19-00004-CV, 2019 WL 2051816, at *2 (Tex. App.—
Dallas May 9, 2019, no pet.) (mem. op.). On any party’s motion, we may review a
trial court’s ruling on supersedeas, including the trial court’s refusal to permit an
order to be superseded, and may determine the amount of security. See TEX. R. APP.
P. 24.4; 29.2; WC 1st & Trinity, LP v. Roy F. & JoAnn Cole Mitte Found., No. 03-
19-00905-CV, 2020 WL 544748, *1 (Tex. App.—Austin Feb. 3, 2020, no pet.) (per
curiam) (mem. op.). We review a trial court’s ruling for abuse of discretion.
See TEX. RS. APP. P. 24.4(a)(5); 29.2. A trial court abuses its discretion if it acts
arbitrarily or unreasonably considering all the circumstances of the case. See
Samlowski v. Wooten, 332 S.W.3d 404, 410 (Tex. 2011).
Discussion
At the supersedeas hearing, MFH argued that the receiver is “taking over our
billion dollar company.” That is incorrect. The receiver is controlling a minority
interest in MFH. MFH did not present any evidence that it will not be able to
continue to operate its business during the receivership or that it would otherwise be
–3–
harmed if it is not allowed to suspend enforcement of the order. In the absence of
any evidence that refusal to allow MFH to supersede the order would cause it harm,
we conclude the trial court did not abuse its discretion in denying MFH’s request to
set a supersedeas bond. Accordingly, we affirm the trial court’s order.
230108f.p05 /Ken Molberg//
KEN MOLBERG
JUSTICE
–4–