Original Petition Megatel

CAUSE NO.
_________________
MEGATEL HOMES, LLC, MEGATEL §

HOMES II, LLC, and MEGATEL HOMES III,§ IN THE DISTRICT COURT
LLC, §
§
Plaintiffs, § _____ JUDICIAL DISTRICT
§
v. §
§ DALLAS COUNTY, TEXAS
UNITED DEVELOPMENT FUNDING L.P.; §
UNITED DEVELOPMENT FUNDING II L.P.; §
UNITED DEVELOPMENT FUNDING III L.P.; §
UNITED DEVELOPMENT FUNDING IV; §
UNITED DEVELOPMENT FUNDING §
INCOME FUND V; UMTH LAND §
DEVELOPMENT, L.P.; UNITED MORTGAGE §
TRUST; UNITED DEVELOPMENT FUNDING §
LAND OPPORTUNITY FUND, L.P.; UNITED §
DEVELOPMENT FUNDING LAND §
OPPORTUNITY FUND INVESTORS, L.L.C.; §
HLL II LAND ACQUISITIONS OF TEXAS, §
L.P.; CENTURION AMERICAN CUSTOM §
HOMES, INC.; CTMGT ERWIN FARMS, §
LLC; CTMGT FRISCO 113, LLC; FH 295, §
LLC; MMCH OAK HILL RANCH, LLC; §
CTMGT; CENTURION ACQUISITIONS, L.P.; §
VALENCIA ON THE LAKE, L.P.; CADG §
WINDHAVEN, L.P.; CTMGT FRONTIER 80, §
LLC; MHCC ENTERPRISES, L.P.; SHAHAN §
PRAIRIE, LP; SHAHAN GP, LLC; CTMGT, §
LLC; CADG HUNTINGTON ESTATES, LLC; §
CTMGT VALLEY RIDGE II, LLC; CADG §
GATEWAY LAKES, LLC; BUFFINGTON §
LAND GROUP, LTD., PH SPMSL, LP; BHM §
HIGHPOINTE, LTD., BUFFINGTON MASON §
PARK, LTD.; BLD LAMP SECTION 3, LLC; §
BLD SCENIC LOOP, LLC; BUFFINGTON §
LAND DEVELOPMENT, LLC; BLD §
GOSLING, LLC; and BLD WESTPOINTE, §
LLC, §
§
Defendants. §
PLAINTIFFS’ ORIGINAL PETITION
PLAINTIFFS’ ORIGINAL PETITION PAGE 1

Plaintiffs Megatel Homes, LLC, Megatel Homes II, LLC, and Megatel Homes III, LLC,
(collectively “Megatel”) state upon personal knowledge as to themselves and their own acts and
upon information and belief as to all other matters, as follows:
I.
PRELIMINARY STATEMENT
1. Aaron and Zach Ipour are shining examples of the American Dream. By virtue of
their hard work and ingenuity, the brothers built Megatel Homes ("Megatel"), a group of premier
homebuilding companies based in the Dallas-Fort Worth metroplex. From its humble
beginnings, Megatel’s focus has been on achieving long-term goals by delivering high-quality
products, and demonstrating loyalty to its key stakeholders. As such, Megatel works closely
with its subcontractors, vendors, and partners to provide quality homes and superior customer
service.
2. Unfortunately, it is now clear that two of Megatel’s real-estate partners conspired
to misappropriate opportunities created by Megatel for the benefit of the common enterprise.
After years of joint venture operations pursued in reliance upon their relationships of trust and
confidence, the primary Defendants, United Development Funding (and affiliates, collectively
and generally “UDF”) and Centurion American Development Group (and affiliates, collectively
and generally “Centurion”), together, for themselves and their affiliates, determined to steal
significant value from Megatel over dozens of transactions.
3. Faced with the evidence of this betrayal, Megatel brings this suit to address those
wrongs and obtain damages for itself and its remaining stakeholders.
PLAINTIFF’S ORIGINAL PETITION PAGE 2

II.
DISCOVERY CONTROL PLAN
4. Megatel intends discovery in this matter to be conducted in accordance with
“Level 2” as set forth in Texas Rule of Civil Procedure 190.4.
III.
RULE 47(c) STATEMENT
5. Megatel seeks monetary relief exceeding $100,000,000 in an amount to be
determined at trial.
IV.
THE PARTIES
A. Plaintiffs—The Megatel Entities.
6. Megatel is comprised of three limited-liability companies, all organized under the
laws of the State of Texas. Its principal place of business is located at 1800 Valley View Lane,
Suite 400, Farmers Branch, TX 75234. See Appendix A for a complete list of Megatel’s entities.
B. Defendants.
7. United Development Funding L.P. is a Delaware limited partnership with its
principal place of business located at 1301 Municipal Way, Suite 200, Grapevine, TX 76051.
See Appendix A for a complete list of UDF’s entities and affiliates that are defendants in this
case.
8. Centurion American Custom Homes, Inc., d/b/a Centurion American
Development Group, is a Texas corporation with its principal place of business located at 1800
Valley View Lane, Suite 300, Farmers Branch, Texas 75234. See Appendix A for a complete
list of Centurion’s entities and affiliates that are defendants in this case.

9. Buffington Land Group, Ltd., is a Texas limited company with an address of 8601
Ranch Road, 2222 Ste 1-150, Austin, Texas 787730. See Appendix A for a complete list of
Buffington’s entities and affiliates that are defendants in this case.
V.
THE NON-PARTY CONSPIRATORS
10. Mehrdad Moayedi is a Texas citizen and the principal of Centurion and its
affiliated entities. His business address is 1800 Valley View Lane, Suite 300, Farmers Branch,
Texas 75234.
11. Hollis Greenlaw is the Chairman of the Board of Trustees and Chief Executive
Officer of UDF IV, President and Chief Executive Officer of UDF’s UMT Services and UMTH
Land Development, Chief Executive Officer of UMT Holdings, Director of UMT Services, and a
Partner of UMT Holdings. He is a founder of UDF. His business address is 1301 Municipal
Way, Suite 200, Grapevine, TX 76051.
12. Todd Etter is the Chairman and a Partner of UMT Holdings. He is also a founder
of UDF. His business address is 1301 Municipal Way, Suite 200, Grapevine, TX 76051.
13. Brandon Jester is the Director of UMTH Land Development, and Director of
Asset Management. His business address is 1301 Municipal Way, Suite 200, Grapevine, TX
76051.
VI.
JURISDICTION AND VENUE
14. The Court has subject matter jurisdiction over this cause based on Section 24.007
of the Texas Government Code because the matter in controversy exceeds $500, exclusive of
interest.

15. The Court has personal jurisdiction over Defendants because they purposely
availed themselves of the benefits and privileges of conducting business in Texas.
16. Venue is proper in this Court under Sections 15.002, 15.003, or 15.005 of the
Texas Civil Practice and Remedies Code because all, or a substantial part of the events or
omissions giving rise to the claims herein occurred in Dallas County, Texas.
VII.
FACTS
A. Megatel: The Culmination of a Dream.
17. When they first moved to the United States about 20 years ago, brothers Aaron
and Zach Ipour were immediately struck by that unifying vision of the American Dream—home
ownership. As such, they decided to build their futures in the housing business. At first, they
tried their hand at acquiring, improving, and reselling distressed homes in north Texas under the
trade name Megatel. Eventually, the brothers determined to build homes, which they believed
would at once satisfy that elusive goal of affordable housing for the middle and upper-middle-
class homebuyer. Today, Megatel is a top-ten homebuilder in the Dallas–Fort Worth metroplex
and has expanded to additional markets, including Austin, San Antonio, Houston, and Oklahoma
City. In 2013, the company launched its luxury custom-home brand, Oxbridge, which has been
featured prominently in both D Magazine and Luxe, Interiors + Design Magazine.
18. Typically, Megatel purchases developed lots of land, builds homes on those lots,
and then sells the finished product to consumers. Decades after they began, the Ipours still run
the business together. Zach oversees the field operations, including sales, land acquisitions, and
land development; Aaron oversees the corporate and construction operations, which includes
vendor relationships and finances.

B. Mehrdad Moayedi and Centurion.
19. Centurion is a land-development company that purchases raw land, subdivides it,
and develops lots for sale to homebuilders like Megatel. Centurion was founded in 1990 by
Mehrdad Moayedi.
20. Although Moayedi bills himself as a land developer by trade, his true genius is the
art of self-promotion. Zealous in promoting his personal brand as a “real estate tycoon,”
Moayedi never misses an opportunity to publish a press release, appear in whatever media he
can, and revel in the image of a wealthy mogul. As The Real Deal noted with amusement last
fall, “Mehrdad Moayedi seems to be making a habit out of buying vast properties at auctions.”1
21. While undeniably successful at insinuating himself into numerous high-profile
deals, Moayedi has also left a trail of litigation “a mile wide.” Among his notable failed projects
is the Statler Hotel development. Last year, The Dallas Morning News reported that Centurion
didn’t warn guests or the city of weeks-long sprinkler breakdowns, in violation of fire codes,
even while they “were throwing Mad Men-themed parties” at the project’s unveiling.2 During
the funding stage for the same project, a lawsuit by the owner alleged that Moayedi inflated the
budget for development for costs that were “fraudulent or not justified.”3
1
Erin Hudson, Meet the Dallas developer amassing discounted estates through auctions, THE REAL
DEAL (Sept. 30, 2018, 9:00 AM), https://therealdeal.com/2018/09/30/meet-the-dallas-developer-amassing-
discounted-estates-through-auctions/.
2
Miles Moffeit and Sue Ambrose, Dallas’ Statler Hotel is on round-the-clock fire watch. Why aren’t
guests being warned?, DALLAS NEWS (May 27, 2018),
https://www.dallasnews.com/news/investigations/2018/05/27/dallas-statler-hotel-round-clock-fire-watch-guests-
warned.
3
Miles Moffeit and Terri Langford, Budget for redevelopment of downtown Dallas’ Statler Hotel
artificially inflated, suit alleges, DALLAS NEWS (Sept. 14, 2017), https://www.dallasnews.com/business/real-
estate/2017/09/14/budget-redevelopment-downtown-dallas-statler-hotel-artificially-inflated-suit-alleges.

22. In its typical land-development project, Centurion works through special-purpose
entities, which it forms for each project that it develops. Those entities often own the land under
development, obtain funding from financiers, and engage subcontractors and vendors as
necessary. Importantly, the single-purpose entities are alter-egos of Centurion and/or Moayedi.
C. UDF, Hollis Greenlaw, and the Anatomy of Abuse.
23. Begun in 2003 by Hollis Greenlaw and Todd Etter to provide financing
primarily to residential developers, UDF is anything but a traditional lender. Famously alleged
to have engaged in repetitive Ponzi-scheme lending, UDF is a syndicate of affiliated real-estate-
based investment companies and advisers that provides financing for residential communities.
UDF is comprised of separate legal entities, UDF I, UDF II, UDF III, UDF IV, and UDF V,
which are all managed by the same group of individuals and share the same principal place of
business.
24. Generally, UDF raises money through investor capital and bank loans at low rates
then lends that money to developers and builders at high rates to earn money on interest.
D. The Partnership.
25. Already having established itself as a significant player in Dallas real estate,
Megatel began its relationship with Centurion in 2011.
26. Centurion and Megatel’s first deal involved Megatel’s purchase of approximately
200 developed lots in Dallas, Houston, San Antonio, and Austin for the purpose of building
homes on them. At this time, Centurion was having difficulty selling those lots to other
homebuilders who suffered in the financial crisis. Because it had been prudent in its decision-
making, Megatel had come out of the financial crisis in sound financial condition. Centurion did
not fair quite as well. Consequently, Centurion’s balance sheet was laden with significant assets

it needed to sell. In order to facilitate Megatel’s ability to partner with it in deleveraging its own
balance sheet, Moayedi introduced the Ipour brothers to UDF.
27. In early 2011, Megatel identified a plot of land in Frisco, referred to as “Warren
Parkway,” and spent significant resources on due diligence and zoning. Megatel contracted to
purchase the land from its owner and assigned its purchase right to Centurion with the
understanding that Centurion would develop lots on the land and, in turn, sell those lots to
Megatel. The Ipours and Moayedi sealed this understanding with a handshake.
28. Historically, UDF was the primary lender from which Centurion and its affiliates
borrowed funds to purchase and develop land. The relationship between Centurion and UDF
was (and remains) closer than that of a mere lender and borrower. When the Ipours sought to
understand what that meant, they were told that the relationship was more akin to a partnership,
with UDF acting in the role of financial “backer” for Centurion, with the flexibility to assist each
other through volatile and episodic markets. For example, they frequently operated via oral and
handshake deals; UDF frequently extended Centurion’s loans as they became due; Moayedi and
Greenlaw owned a private jet together; UDF and Centurion shared a luxury suite at Texas
Stadium.
29. Importantly, Centurion’s debts to UDF were, at all applicable times, substantial.
Despite Moayedi’s carefully curated trappings of wealth, he and Centurion were in a very
precarious financial position because a substantial portion of Centurion’s profits were going to
pay off its debts to UDF.
30. In 2011, Moayedi brought the Ipours to meet Greenlaw at the private airstrip in
Addison where Moayedi and Greenlaw kept their plane. During this meeting, Greenlaw
represented that UDF wanted—and was able to—fund all of Megatel’s development projects. In

exchange for Moayedi’s partnership introductions between UDF and Megatel, Megatel agreed to
pay Moayedi a $2,000 “consulting fee” for every home Megatel sold, regardless of whether that
home was built on a lot developed by Centurion. In addition, the Ipours and Moayedi orally
agreed that Centurion would grant Megatel first opportunity and a right of first refusal to
participate in all of Centurion’s developments on which UDF provided Centurion’s financing.
Thus, a partnership among the three companies was born. Megatel ultimately paid Moayedi
approximately $1.6 million in these consulting fees.
31. Although the partnership was not specifically immortalized in a document, its
existence and importance is reflected in many writings and in the actions of the venturers.
Initially, Megatel (sometimes Centurion) would identify plots of undeveloped land suitable for
building a community. The development partners (i.e., Megatel or Centurion) then worked with
municipalities and regulators to obtain the necessary zoning approvals and permits. Next, with
money lent by UDF, Centurion (and later another developer affiliated with UDF) purchased the
land from the owner and performed the horizontal, infrastructure installation, demolition,
landscaping, soil compaction, and other changes, to develop the raw land into developed lots
ready for home construction. Usually, Centurion contracted with Megatel to purchase lots “on a
takedown schedule,” meaning Megatel would purchase a certain number of lots at a time across a
longer period in multiple closings after Centurion had “substantially completed” the
development of the lots, for which Centurion was to provide Megatel notice. Often, the contracts
provided that Megatel would commit to begin closing on a set of lots once Centurion issued a
notice of substantial completion. Alternatively, Megatel would agree to “cash out” on the
development – meaning the company would buy all the contracted lots at one time, in one
closing, after substantial completion had been achieved. Centurion was to use the money it

received from Megatel’s purchases to repay its debts to UDF. Megatel then built homes on the
finished lots for sale to consumers. At all times throughout the project, UDF lent money to
Megatel for purchase of lots and/or to fund construction, which Megatel then repaid from the
proceeds of selling of finished homes. Throughout the many mutual undertakings, the partners
were flexible on details, but committed to follow that process.
32. Each of the partners controlled the aspect of its business for which it was
responsible. Centurion developed finished lots; Megatel purchased the lots and built homes on
them; and UDF provided funding for them to do so. Megatel trusted and relied upon its partners
to perform the pieces of the business that they controlled and for which they were responsible.
In reliance on Centurion and UDF’s continuing performance, Megatel contributed significant
resources, including money, time, and expertise to furthering the business. Megatel frequently
identified tracts of land for future development and expended its own time and money to
negotiate with the landowner and obtain the necessary development permits. Moreover, Megatel
did so in reliance of the partners’ ongoing business—in several cases, Megatel could have
purchased land and self-developed it or sold it to another developer for immediate cash, but it
forewent these opportunities for Centurion and UDF’s benefit.
E. Bonds Deepen.
33. Megatel, Centurion, and UDF expressly committed to pursue this general course
of business with each other—and did so—for years. As the partners’ business ties strengthened,
so too did their bonds of friendship. Moayedi and the Ipours frequently socialized together.
34. When the Ipours asked UDF for a loan so that Megatel could self-develop land for
eventual homebuilding and sale, UDF declined. Importantly, Greenlaw and Etter explained why:
They had come up with the format for the partnership among UDF, Centurion, and Megatel.

Brandon Jester, Director of Asset Management for UDF’s general partner, frequently said that
UDF, Centurion, and Megatel were in the same “bucket.”
35. Thus, in 2011, Megatel identified a plot of land owned by the Little Elm
Cemetery Association and spent significant sums conducting due diligence and obtaining zoning
approvals. Megatel purchased the Little Elm land from its owner and simultaneously sold it to
Centurion with the understanding that Centurion would develop lots on it and sell those lots to
Megatel. Because of Megatel’s contributions, the land significantly appreciated in value.
Megatel sold the land to Centurion for $5.5 million, which Centurion financed through UDF.
Thereafter, Megatel refunded approximately $500,000 to allow Centurion to finance
development costs. Megatel and Centurion agreed (by handshake) that Centurion would credit
this $500,000 toward Megatel’s earnest-money obligations when Megatel ultimately purchased
finished lots on the land from Centurion.
36. In 2012, Centurion and UDF were interested in a development called “Crescent
Estate.” Because of the prevailing market conditions, Centurion was faced with selling the lots it
owned at a loss. By invoking their partnership, Centurion prevailed upon Megatel to build
homes on the lots. Rather than borrow from UDF to buy lots from Centurion (at a market-driven
discounted price, to Centurion’s detriment), Megatel agreed to act as Centurion’s general
contractor, building homes on lots Centurion still owned. After a sale, Megatel and Centurion
first paid interest on UDF’s loan (to Centurion) out of the profit, and then split the remaining
profit, with Megatel retaining 60% and Centurion retaining 40%. Centurion then returned
principal to UDF out of its share.
37. As the partners’ relationship of trust deepened, UDF began working directly with
Megatel. In 2012, UDF introduced the Ipour brothers to Buffington Land Group (and affiliates,

collectively and generally “Buffington”). Like Centurion, Buffington is a land development
company that borrowed heavily from UDF. UDF repeatedly informed Megatel that if it
purchased lots from Buffington at (or near) the prices set by Buffington, it (UDF) would provide
the financial support to fuel future growth. As admitted by UDF, Buffington needed certain
sales pricing so it could pay the proceeds of those lot sales back to UDF to reduce its debts. As
Jester said, Buffington was UDF’s “Mehrdad” [Moayedi] outside of Dallas.
38. Like Centurion, in 2012, Buffington found itself stuck with land it could not
develop and profitably sell. Because UDF had lent heavily to Buffington, UDF could not risk
placing Buffington in default because doing so would alert its investors of the losses to their
funds due to its bad investments. Like Centurion, Buffington looked to UDF for financing, and,
therefore, was under economic pressure to comply with UDF’s demands. In any event, UDF
asked Megatel to purchase the lots from Buffington. Megatel acquiesced at prices which were
unfavorable to the market.
39. As the partnership continued, the group continuously had to locate new land to
develop. Megatel frequently expended resources in identifying, negotiating the sale of, and
obtaining regulatory approvals for these lots. Megatel spent over of $100,000 of its own money
for many of these developments – in addition to taking on considerable risk.
40. In the early years of the partnership, Megatel received funding from UDF to take-
down lots and/or build homes. From 2012 through 2015, Megatel borrowed, and by 2017 had
repaid, in excess of $162 million from UDF.
41. During this period, Moayedi also introduced the Ipours to his attorney, Gregory
Shamoun. Shamoun became a trusted adviser to Megatel, and the Ipours often deferred to his
judgment on legal issues. From January 2014 to January 2018, Megatel paid Shamoun $1.39

million in legal fees. During this entire period, Shamoun also represented Centurion. In
addition, in at least one lawsuit against a homeowner who had purchased a home Megatel had
built on land Centurion had developed, Shamoun represented both Megatel and Centurion jointly
against the third party.
F. The Partnership’s Golden Era.
42. For three (3) years, Megatel, Centurion, and UDF’s partnership appeared to
flourish. Beginning in 2012, they jointly developed approximately 55 communities, in which
Megatel built approximately 673 homes with UDF funding on lots it purchased from Centurion.
43. As the partnership grew, Megatel’s commitment to Centurion and UDF grew, as
did the their willingness to rely on their commitments. The Ipour brothers often communicated
directly with Moayedi and UDF’s Ben Wissink (UMTH Land Development’s President) and
Brandon Jester (UMTH Land Development’s Director). As with any business with the
complexity and sophistication of these development projects, the partners often communicated
orally and typically came to agreements with a handshake instead of with formal legal
documents. The Ipours and Moayedi had a standing Friday meeting in Centurion’s offices to
discuss partnership projects. Jester often attended.
44. In fact, the parties often modified the terms of their projects orally. This was
especially so in circumstances where the failure to accommodate a requested change would
deprive the other partner of an opportunity to share in a partnership project. Thus, Megatel
agreed on several occasions to Centurion’s and UDF’s requests that it give up its rights to
takedown finished lots based on nothing more than a promise from its partners that it would
participate in other valuable lots in the future. Megatel accepted the promises in light of the
special nature of their relationship.

45. The Valley Ridge II project is an example of Megatel forgoing lots, for the benefit
of the partnership, based upon the promises that future lots would be provided to Megatel. In
May 2013, Megatel and a Centurion affiliated entity agreed that Megatel would purchase 103
lots in the Valley Ridge II development. However, Centurion, at the request of UDF, implored
Megatel to forgo 49 of the lots in Valley Ridge II in order to allow a competitor builder cash out
those lots. With the larger partnership in mind, Megatel agreed to give up their lots and in May
2014, Centurion provided Megatel with “replacement lots” in the form of 68 lots in the Sendera
Ranch project.
G. Trouble Ahead – UDF and Centurion Begin to Unravel.
46. Although the partners worked seemingly collaboratively for approximately five
years, it now appears that beginning in 2015, UDF and Centurion were secretly starved for cash.
Unbeknownst to Megatel, Centurion and UDF privately determined to avoid disclosures of their
mutual problems and instead propped-up each other’s balance sheets in the hopes that each could
eventually find the needed liquidity event. In the meantime, they knowingly dug themselves,
each other, and third parties like Buffington, into serious debt. The last thing they wanted to do
was admit their financial issues. So, they continued to tread water, grabbing at those around
them, even eventually longtime partner Megatel, to stay afloat.
47. In early 2015, Megatel began to see evidence which, in hindsight, reveals that
UDF’s cash position was precarious. During 2015, UDF began to have difficulty satisfying draw
requests related to various construction loans. For example, on or around January 29, 2015,
Aaron Ipour contacted UDF asking when UDF IV would release the draw on a Megatel loan.
Aaron noticed that the funding was taking an unusually long time. He therefore requested to
meet with UDF. UDF’s Wissink stated that UDF intended to use funds raised by UDF V to pay
draws on loans made by UDF III and UDF IV. UDF’s Jester assured the Ipours that this was
“not a cause for alarm,” that UDF was working on multiple new ventures and requested that the
brothers be patient while UDF completed its arrangements. Most importantly, Aaron was
assured that the cash needed for Megatel’s existing projects was secure—as was UDF’s
commitment. It was not until February 20, 2015, 26 days after Aaron initially made his request,
that Megatel finally received the funding.
48. Almost a year later, UDF’s financial troubles became public. In December 2015,
public allegations that UDF operated like a Ponzi scheme surfaced online.
49. On February 18, 2016, the Federal Bureau of Investigation raided UDF’s
headquarters.
50. In February 2017, Moayedi approached the Ipours and implored them to “help”
improve UDF’s liquidity by refinancing Megatel’s debts to UDF. Reluctantly, Megatel agreed,
borrowing $9 million from Liberty Bankers Insurance Group and using it to take out Megatel’s
last remaining debts with UDF. Although Megatel incurred $350,000 in unnecessary transaction
costs in this refinancing, Megatel did so in reliance upon Moayedi’s assurances that UDF’s
“troubles” were “overblown” by the media, that Centurion was “all in” with UDF and that
Megatel could, and should, “stick” with the relationships it had spent years building. Megatel
did so.
H. Paradise Lost – Sinking Further Into Debt, UDF, Centurion, and Buffington Cut
Megatel Out Of Development Projects They Only Had A Result Of the Partnership.
51. It is now known that Moayedi approached the Ipours in early 2017 with the intent
of relying on his friendship with them to convince Megatel not to remove assets under its control
and beyond the reach of UDF and Centurion. Unable to pay off the massive debts they had
incurred over the years, with shareholders and third parties shining a light into their unscrupulous
dealings, Centurion and UDF intentionally preyed upon Megatel. Centurion and UDF planned to

demand, using threats of future retribution as leverage, Megatel give up its rights and benefits
under the partnership so that Centurion and UDF could quickly scrape together cash.
52. Centurion and UDF conspired to cut Megatel out of partnership projects so that
Centurion could liquidate them and thereby pay its substantial debts to UDF. On several deals,
Centurion and UDF pressured Megatel to release lots it previously agreed Megatel was entitled
to take down upon Centurion issuing a notice of substantial completion. Centurion and UDF
placed those demands on Megatel in order to free up those lots for Centurion to sell for quick
cash to other homebuilders who were willing to close on unfinished lots.
53. Of course, the conspiracy of its partners was not known to Megatel. Megatel
agreed to these unprofitable decisions in the short term in reliance upon promises made by its
partners for future transactions and for the future of the partnership. For instance, Megatel
agreed to swaps for future lots because they were likely to be more valuable than the current lots.
Centurion and UDF, however, never honored their promises or agreed to sell those future lots to
Megatel.
54. Even where UDF did not pressure Centurion to cut Megatel out of projects, delays
precipitated by Centurion’s dependence on financially precarious UDF prevented Megatel from
being able to take-down finished lots. For example, delayed development on multiple projects,
for years, frustrated Megatel’s ability to sell homes or substantially altered the value of the land
to Megatel’s detriment.
55. A list of developments undertaken by the partnership, which resulted in harm to
Megatel through breaches of fiduciary, good-faith, and fair-dealing duties by Defendants, is
attached as Appendices B & C.
UDF and Centurion Case Study: Shahan Prairie

56. The Shahan Prairie development is an example of a project that became a vehicle
for UDF and Centurion to take advantage of the partnership with Megatel.
57. Moayedi created Shahan Prairie to acquire land and develop into lots to be sold to
homebuilders on August 25, 2004. Shortly after Moayedi formed Shahan Prairie, an alter-ego of
Centurion, it purchased a 102.34-acre tract of land in Oak Point, Texas. UDF issued a $1.55
million loan to Centurion in connection with the purchase, which Centurion repaid in 2005. On
September 20, 2007, UDF III issued a $1.9 million loan to Centurion to develop the land.
Exactly two years later, on September 20, 2009, UDF III increased the loan to $2.5 million
through a loan modification. On April 1, 2012, UDF III’s loan to Centurion was increased to
$3.37 million through a second loan modification. Significantly, Centurion had not taken any
steps to develop the land between the time it purchased it and the April 1, 2012, loan
modification. Instead, Centurion held the land allegedly for the purpose of allowing the land to
appreciate in value, thus enabling Centurion to continue borrowing additional money from UDF
against it to be used for other projects. UDF knew that Centurion had not taken any steps to
develop the land.
58. On or about February 28, 2014, Megatel entered into an agreement to purchase
lots from Centurion that had received funding from UDF III. Centurion agreed to sell to Megatel
110 lots that were to be part of Phase 1 of a subdivision known as “Shahan Prairie” for $45,000
per lot. On or about June 2, 2014, Megatel amended its agreement with Centurion, bringing the
total number of Shahan Prairie lots that Megatel agreed to purchase to 201. (In or about May
2014, Centurion also entered into a contract with D.R. Horton, Inc., to develop another portion of
the development and subsequently sell those lots to D.R. Horton once they were ready to support
construction.) Around the time that Megatel and Centurion entered into their agreement, UDF

III issued an additional loan to Shahan Prairie in the amount of $1.39 million. At this time,
Shahan Prairie owed a total of $4.76 million to UDF III, all of which was secured by the land
Shahan Prairie was supposed to be developing.
59. It now appears that Centurion used the contract with Megatel, and possibly the
pending contract with D.R. Horton, to enable UDF “to show” an increased value for the land
based on the potential for eventual sales of developed lots to enable Centurion to increase the
loan amount from UDF III.
60. UDF’s scheme to use funds raised by UDF V to fund projects on which UDF III
and UDF IV lent money affected the Shahan Prairie project. UDF III wished to remove the loans
it had issued to Centurion from its books in 2015. UDF III’s investors were demanding liquidity,
but, given UDF III’s outstanding loan commitments, UDF III could not easily provide such
liquidity without refinancing its outstanding debt. Enter UDF V. Like a game of three-card
monte, UDF V issued additional financing to Centurion that was used to repay UDF III (not to
develop Shahan Prairie). Specifically, on June 9, 2015, UDF V issued an $18.1 million loan to
Centurion. Of the total loan amount, $2.3 million was funded on June 9, 2015. According to
Centurion’s borrower statement, $2 million of the funds received from UDF V were used to pay
the UDF III loan. This repayment of outstanding loans created the appearance to UDF’s
investors that the investments UDF III was making were profitable.
61. Although Centurion had repeatedly obtained financing from UDF in the past, the
loan with UDF V was again issued for the stated purpose of financing development of Shahan
Prairie. As of September 8, 2015, UDF V had funded $4.9 million of the loan to Centurion.
62. In early 2016, Centurion’s CFO, Jeff Shirley, demanded that Megatel agree to
terminate the Shahan Prairie contract. Centurion communicated that UDF wanted Centurion to

terminate its contract with Megatel so that Centurion could sell undeveloped land to D.R. Horton
– Megatel’s competitor – immediately, rather than develop the land and sell lots to Megatel as
required under their agreement.
63. Centurion’s General Counsel, Travis Boghetich, emailed Megatel a form
termination agreement that was backdated. Centurion backdated the termination because UDF
or Centurion had been negotiating with D.R. Horton to sell it the land, even though Centurion
was already under contract to sell lots to Megatel. Megatel refused to execute a backdated
termination notice.
64. Thereafter, UDF contacted the Ipours to demand that Megatel agree to terminate
the Shahan Prairie contract. Megatel again refused to terminate the contract, insisting that
Centurion perform as promised.
65. Following Megatel’s refusals to release its rights under the Shahan Prairie
contract, Moayedi contacted the Ipour brothers on UDF’s behalf to apply pressure. It is now
known that UDF’s Brandon Jester told Moayedi to threaten the Ipours that if Megatel did not
agree to terminate the Shahan Prairie contract, UDF would force Centurion and its affiliated
companies to terminate other contracts with Megatel. Moayedi said Jester told him that Megatel
was “playing with fire” by refusing to terminate the Shahan Prairie contract.4 At the time,
Megatel still had outstanding loans with UDF, which the Ipours were told UDF would leverage,
as it was doing with Centurion, in order to compel Megatel to do UDF’s bidding.
4
Jester was a named Defendant in the consolidated actions In re United Development Funding IV
Securities Litigation, No. 3:15-cv-4030-M, where investors sued UDF executives for making false and misleading
statements and failing to disclose material adverse facts about UDF IV’s business and operations.

66. On March 29, 2016, Centurion sent a backdated Notice of Cancellation of
Contract to Megatel, which was dated as of June 3, 2014. Centurion then sold the land instead to
D.R. Horton. D.R. Horton must have known that the Notice of Cancellation of Megatel’s
contract was fraudulently backdated because as late as August 14, 2015, UDF had stated in its
quarterly report for the quarter ended June 30, 2015, that Megatel was under contract to purchase
lots from Shahan Prairie.
67. Once Centurion agreed to sell the land to D.R. Horton, UDF V executed a release
of lien on April 30, 2016, releasing Centurion from the $18.1 million it then owed to UDF V. In
sum, UDF loaned money to Centurion which Centurion used for its own benefit, as Centurion
failed to take any significant steps to develop the Shahan Prairie community despite receiving
financing for that exact purpose.
68. UDF was at all times aware that the land was not being developed as Centurion’s
contract with Megatel required. However, UDF continued to loan money to Shahan Prairie
because UDF III was able to artificially show a return on its investment once its loan to
Centurion was repaid through funds given to Centurion by UDF V. Meanwhile, Megatel was
deprived of the ability to perform construction and ultimately sell homes on the lots it had
contracted with Centurion to take-down.
I. The Present Action.
69. On July 20, 2016, UDF shareholders filed a derivative action on behalf of UDF V
asserting claims of unjust enrichment and breach of fiduciary duties against management.
70. A few months later, in September 2016, the Securities and Exchange Commission
issued a Wells Notice to UDF in connection with an investigation it was conducting into UDF.
The SEC brought charges against UDF and its senior executives in July 2018. According to the
SEC’s complaint, for almost five years, UDF failed to inform its investors that on several
occasions it simply did not have the cash necessary to cover investor distributions in UDF III.
Instead, the newer UDF IV fund loaned money to developers who had also borrowed money
from UDF III to pay these distributions. In lieu of utilizing those funds for development projects
that were underwritten by UDF IV, UDF instructed the developers to use the money loaned to
repay the debt from loans originating from UDF III. Most of the time, the developer never
received the borrowed funds at all. Instead, UDF moved the money between funds so that UDF
III could pay its investors their distributions. UDF ultimately settled with the SEC and, without
admitting or denying the government’s allegations, agreed to pay more than $8 million in civil
penalties, disgorgement, and interest.
71. By 2018, in light of Centurion, UDF, and Buffington’s repeated demands that
Megatel relinquish its rights to take-down lots, Megatel realized it had been the target of a
conspiracy between UDF and Centurion to cut it out of their partnership. By then, however,
Megatel had already lost tens of millions of dollars.
72. As a result of UDF and Centurion’s conduct, Megatel suffered damages,
including lost profits. Once Megatel’s contracts were terminated, Megatel could no longer
purchase lots on which to build and sell homes at developments.
73. In addition, because of Centurion and Buffington’s repeated financing-related
construction delays, they have not substantially completed lots within the deadlines set forth in
their agreements with Megatel. The real-estate market at issue turned downward during the
second half of 2018. As a result, Megatel no longer can realize the profits it would have realized
had Centurion and Buffington developed lots for Megatel to take-down in a timely manner, as
provided in their contracts.

74. Megatel’s damages also include sunk costs, including the considerable sums it
spent conducting due diligence on lands it identified for partnership projects and obtaining
zoning and regulatory approvals, including at the lands off Warren Parkway and in Little Elm.
VIII.
CAUSES OF ACTION
A. Count One: Breach Of Fiduciary Duties (Against United Development Funding,

United Development Funding II, United Development Funding III, United
Development Funding IV, United Development Funding Income Fund V, UMTH
Land Development, United Mortgage Trust, United Development Funding Land
Opportunity Fund, United Development Funding Land Opportunity Fund
Investors, Centurion American Custom Homes, CTMGT Erwin Farms, CTMGT
Frisco 113, FH 295, MMCH Oak Hill Ranch, Centurion Acquisitions, Valencia on
the Lake, CADG Windhaven, CTMGT Frontier 80, Shahan Prairie, Shahan GP,
CTMGT, and MHCC Enterprises)
75. Megatel repeats and incorporates by reference the preceding paragraphs.
76. Megatel’s relationship with Centurion and UDF, and their affiliated entities, had
been based upon several years of interactions and transactions, including a close relationship
directly between the Ipour brothers and Moayedi. Each of Megatel, Centurion, and UDF
frequently expressed its intent to partner with the others to develop communities, and at all
relevant times Megatel believed it was in a partnership with Centurion and UDF. They acted as
partners. For example, the parties communicated with each other informally with UDF often
acting as an intermediary for communications. In addition, Megatel sometimes sought advice
from UDF on dealing with issues related to lot development and prioritization of lot closings.
77. Megatel, Centurion, Buffington, and UDF engaged in business and developed
planned communities together for several years as a de facto partnership.
78. Megatel, UDF, and Centurion independently performed and controlled their own
spheres of the partnership. Specifically, UDF provided the funding, Centurion developed the
land, and Megatel built homes on the lots that Centurion had developed.

79. Additionally, each party contributed money and property to the business. Megatel
invested money, services, and expertise preparing lots, and obtaining zoning and other
development approvals. UDF invested money in Centurion and Megatel to help projects
progress. Centurion invested its money in purchasing land to develop and provided its expertise
in developing lots.
80. In addition, at Crescent Estates, Megatel and Centurion split all profits from home
sales, and Centurion repaid its loans from UDF directly out of its share of the profits.
81. As partners of Megatel, UDF and Centurion owed fiduciary duties of care and
loyalty to Megatel. Defendants’ fiduciary duties included obligations to exercise good business
judgment, to act prudently in the operation of the partnership, to discharge their actions in good
faith, to act in the best interests of Megatel and the partnership, and to put the interests of the
partnership before their own.
82. Megatel relied on UDF to provide funding for Centurion or Buffington to be able
to acquire and develop land in order to sell finished lots to Megatel on take-down. Megatel
relied on Centurion to develop lots for Megatel to take-down so that Megatel could build homes
for consumers and their partnership could thrive.
83. UDF and Centurion breached their fiduciary duty of loyalty by, among other
things, pressuring Megatel to give up lots it had agreed to take-down and then selling those lots
instead to Megatel competitors. UDF and Centurion also breached their duties of loyalty by
failing to provide Megatel the opportunity to replace these given-up lots, despite having
promised Megatel they would do so.
84. UDF breached its duty of care by, among other things, failing to adequately fund
projects so that Centurion or Buffington could expeditiously finish lots for Megatel’s take-down.

In addition, the negative publicity surrounding UDF’s financial issues, including the enforcement
proceeding by the Security and Exchange Commission and the related Federal Bureau of
Investigation raid, damaged Megatel’s reputation by its association with UDF.
85. Centurion breached its duty of care by, among other things, failing to finish the
lots it had agreed Megatel would take-down in a timely manner or at all.
86. As a direct and proximate result of UDF and Centurion’s breaches, Megatel
suffered and continues to suffer damages in an amount to be determined at trial.
B. Count Two: Conspiracy To Breach Fiduciary Duties (Against United Development

Funding, United Development Funding II, United Development Funding III,
United Development Funding IV, United Development Funding Income Fund V,
UMTH Land Development, United Mortgage Trust, United Development Funding
Land Opportunity Fund, United Development Funding Land Opportunity Fund
Investors, Centurion American Custom Homes, CTMGT Erwin Farms, CTMGT
Frisco 113, FH 295, MMCH Oak Hill Ranch, Centurion Acquisitions, Valencia on
the Lake, CADG Windhaven, CTMGT Frontier 80, Shahan Prairie, Shahan GP,
CTMGT, MHCC Enterprises, CTMGT Valley Ridge II, CADG Gateway Lakes,
and CADG Huntington Estates)
88. Centurion and UDF conspired and agreed with each other and with one or more
entities and individuals, including Etter, Greenlaw, Jester, Wissink, Moayedi, and Shirley, to
breach their fiduciary duties to Megatel as described above. Centurion and UDF, or another
member of the conspiracy, undertook one or more overt acts in furtherance of this conspiracy, as
described above.
89. As a direct and proximate result of this conspiracy, Megatel suffered and
continues to suffer damages in an amount to be determined at trial.
C. Count Three: Breach Of Duty Of Good Faith And Fair Dealing (Against Centurion
American Custom Homes, Centurion Acquisitions, Valencia on the Lake, MHCC
Enterprises, MMCH Oak Hill Ranch, LLC, CADG Windhaven, and CTMGT
Frontier 80)

91. Megatel, Centurion, and UDF engaged in business for years as a de facto
partnership. Because Megatel believed it was Centurion’s partner, Megatel reposed in Centurion
and heightened levels of trust and reliance. Over numerous projects throughout many years,
Megatel trusted and relied upon Centurion to finish lots for Megatel’s take-down and to deal
fairly with Megatel throughout the course of their business dealings.
92. Each of Centurion’s agreements to sell finished lots to Megatel on take-down at
Oak Hill Ranch, Valencia on the Lake, Warren Parkway, Windhaven Crossing, Little Elm, and
Frontier Legacy, contained an implied covenant of good faith and fair dealing.
93. Centurion, however, did not deal fairly or in good faith with Megatel. Instead, on
these projects and at others, they pressured Megatel to give up lots they had agreed to sell
Megatel on take-down so that they could sell those same lots to a Megatel competitor. Centurion
had no right to do this under its respective agreements with Megatel, nor was Megatel obligated
under those agreements to honor Centurion’s requests. Centurion improperly took advantage of
Megatel, simultaneously depriving Megatel of the opportunity to profit from its agreements and
realizing for itself benefits greater than they would have had it honored its agreements with
Megatel.
94. As a direct and proximate result of Centurion’s breaches, Megatel suffered and
D. Count Four: Conspiracy To Tortiously Interfere With Contract (Against United

Development Funding, United Development Funding II, United Development
Funding III, United Development Funding IV, United Development Funding
Income Fund V, UMTH Land Development, United Mortgage Trust, United
Development Funding Land Opportunity Fund, United Development Funding
Land Opportunity Fund Investors)

96. Since at least 2012, each of the UDF entities have conspired, with each other and
with one or more other entities, including Etter, Greenlaw, Jester, Wissink, Moayedi, and
Shirley, to tortiously interfere with take-down agreements between Megatel and Centurion
entities relating to, at least, Oak Hill Ranch, Valencia on the Lake, Warren Parkway, Windhaven
Crossing, Little Elm, Frontier Legacy, Valley Ridge II, Gateway Lakes, and Huntington Estates,
and between Megatel and Buffington entities relating to, at least, Dovershire Place, the Enclave
at Westpointe Village, Plantation Lakes, Highpointe, Lakes at Mason Park, Leon Creek Estates.
97. In each of these cases, the UDF entities conspired to induce Megatel to give up its
right to take down some or all of the lots under development. UDF did this so Centurion or
Buffington could sell land instead to a Megatel competitor who could offer a higher price and/or
faster timing—which would permit Centurion or Buffington to repay UDF more of its debt
quicker. None of the take-down agreements granted the respective Centurion or Buffington
entity the right to terminate or modify its contract with Megatel for this purpose.
98. The UDF entities or other member of the conspiracy undertook one or more overt
acts in furtherance of this conspiracy, as described above.
99. As a direct and proximate result of the UDF entities’ conspiracy, Megatel suffered
and continues to suffer damages in an amount to be determined at trial.
E. Count Five: Tortious Interference With Contract (Against United Development

Funding, United Development Funding II, United Development Funding III,
United Development Funding IV, United Development Funding Income Fund V,
UMTH Land Development, United Mortgage Trust, United Development Funding
Land Opportunity Fund, United Development Funding Land Opportunity Fund
Investors)
101. UDF tortiously interfered with take-down agreements between Megatel and
Centurion entities relating to, at least, Oak Hill Ranch, Valencia on the Lake, Warren Parkway,

Windhaven Crossing, Little Elm, and Frontier Legacy, and between Megatel and Buffington
entities relating to, at least, Dovershire Place and the Enclave at Westpointe Village.
102. In each of these cases, Megatel and Centurion entities or Buffington entities were
parties to a take-down agreement, and each such take-down agreement was a valid and
enforceable contract.
103. In each of these cases, UDF pressured Centurion or Buffington to induce Megatel
to give up its right to take down some or all of the lots under development. UDF did this so
Centurion or Buffington could sell land instead to a Megatel competitor that could offer faster
timing—which would permit Centurion or Buffington to repay UDF more of its debt quicker.
None of the take-down agreements granted the respective Centurion or Buffington entity the
right to terminate or modify its contract with Megatel for this purpose.
104. But for UDF’s interference, Megatel would have taken down the lots it agreed to
take from Centurion or Buffington, and on the terms agreed.
105. UDF acted willfully and intentionally in pressuring Centurion and Buffington to
cut out Megatel and in thereby interfering with their contracts.
106. As a direct and proximate result of UDF’s conduct, Megatel suffered and
F. Count Six: Breach of Contract (Against United Development Funding IV, UMTH
Land Development, Buffington Land Development, and BLD Gosling)
108. The agreement between Megatel and BLD Gosling for the purchase and sale of
lots at Dovershire Place is a valid and enforceable contract. Megatel and BLD Gosling entered
into the contract on July 2, 2013.

109. BLD Gosling or Buffington Land Development assigned all of BLD Gosling’s
interest in Megatel’s agreement to UDF.
110. The agreement required BLD Gosling to issue a notice of substantial completion
for Dovershire Place by July 2, 2014. BLD Gosling did not do so.
111. BLD Gosling did not issue a notice of substantial completion until December 7,
2017.
112. On January 26, 2018, UDF IV, acting through BLD Gosling, purported to
terminate the agreement because Megatel had not begun taking down lots after the notice of
substantial completion.
113. During BLD Gosling’s long delay in developing Dovershire Place, the real-estate
market turned downward and Megatel cannot now sell Dovershire Place homes profitably given
the price per lot it agreed to pay BLD Gosling in 2013.
114. As a direct and proximate result of UDF IV, UMTH Land Development,
Buffington Land Development, and BLD Gosling’s breaches, Megatel suffered and continues to
suffer damages in an amount to be determined at trial.
G. Count Seven: Breach of Contract (Against United Development Funding IV,

UMTH Land Development, Buffington Land Development, and BLD Westpointe)
116. The agreement between Megatel and BLD Westpointe for the purchase and sale
of lots at the Enclave at Westpointe Village is a valid and enforceable contract. Megatel and
BLD Westpointe entered into the contract on May 31, 2013.
117. BLD Westpointe or Buffington Land Development assigned all of BLD
Westpointe’s interest in Megatel’s agreement to UDF.

118. The agreement required BLD Westpointe to issue a notice of substantial
completion for the Enclave at Westpointe Village by May 31, 2014. BLD Westpointe did not do
so.
119. BLD Gosling did not issue a notice of substantial completion until November 13,
2017.
120. On January 26, 2018, UDF IV, acting through BLD Westpointe, purported to
terminate the agreement because Megatel had not begun taking down lots after the notice of
substantial completion.
121. During BLD Westpointe’s long delay in developing the Enclave at Westpointe
Village, the real-estate market turned down and Megatel cannot now sell Enclave at Westpointe
Village homes profitably given the price per lot it agreed to pay BLD Westpointe in 2013.
122. As a direct and proximate result of UDF IV, UMTH Land Development,
Buffington Land Development, and BLD Westpointe’s breaches, Megatel suffered and continues
to suffer damages in an amount to be determined at trial.
H. Count Eight: Breach of Contract (Against MMCH Oak Hill Ranch and CTMGT)
124. Megatel and MMCH Oak Hill Ranch were parties to a September 17, 2014,
agreement for MMCH Oak Hill Ranch to develop land and subdivide it into lots and then sell 70
lots to Megatel.
125. The agreement is a valid and enforceable contract.
126. MMCH Oak Hill Ranch did not develop and sell any lots to Megatel, instead
selling the unfinished land to Bloomfield.
127. Megatel never consented to MMCH Oak Hill Ranch doing so or otherwise
released MMCH Oak Hill Ranch from its obligations.

128. MMCH Oak Hill Ranch’s managing member is CTMGT. MMCH Oak Hill
Ranch is merely an alter ego of CTMGT.
129. As a direct and proximate result of MMCH Oak Hill Ranch and CTMGT’s
breaches, Megatel suffered and continues to suffer damages in an amount to be determined at
trial.
I. Count Nine: Breach of Contract (Against Shahan Prairie and Shahan GP)
131. The February 28, 2014, contract between Megatel and Shahan Prairie was a valid
and enforceable contract that, as amended, required Shahan Prairie to develop and sell to
Megatel 201 lots.
132. Shahan Prairie did not develop those lots or sell them to Megatel. Instead, on
March 29, 2016, Shahan Prairie issued a falsely backdated termination notice to Megatel and
sold the land instead to another homebuilder.
133. Shahan Prairie’s general partner is Shahan GP. Shahan Prairie is merely an alter
ego of Shahan GP.
134. As a direct and proximate result of Shahan Prairie and Shahan GP’s breaches,
Megatel suffered and continues to suffer damages in an amount to be determined at trial.
J. Count Ten: Breach of Contract (Against PH SPMSL, BHM Highpointe, Buffington

Mason Park, BLD LAMP Section 3, BLD Scenic Loop, and BLD Westpointe)
136. On or around, February 22, 2012, Megatel entered into a contract with PH
SPMSL, which required PH SPMSL to develop land in Williamson County, Texas, and
subdivide it into lots to sell to Megatel for a Stonewall Ranch.

137. On or around, February 29, 2012, Megatel entered into a contract with BHM
Highpointe, which required BHM Highpointe to develop land in Hays County, Texas, and
subdivide it into lots to sell to Megatel for Highpointe.
138. On or around, October 7, 2013, Megatel entered into a contract with Buffington
Mason Park, which required Buffington Mason Park to develop land in Harris County, Texas,
and subdivide it into lots to sell to Megatel for Lakes at Mason Park. Buffington Mason Park
later assigned its interest in its contract with Megatel to its affiliate BLD LAMP Section 3.
139. On or around, October 7, 2013, Megatel entered into a contract with BLD Scenic
Loop, which required BLD Scenic Loop to develop land in Bexar County, Texas, and subdivide
it into lots to sell to Megatel for Leon Creek Estates (Scenic Loop).
140. Each of these contracts was a valid and enforceable contract.
141. The Buffington entities did not develop the lots these contracts required them to
develop or sell them to Megatel. Instead, on or around October 13, 2016, these Buffington
entities wrongfully terminated the contracts.
142. As a direct and proximate result of these entities’ breaches, Megatel suffered and
IX.
DISCOVERY RULE
143. Megatel affirmatively pleads the discovery rule. At the time of the tortious
interference described herein, Megatel’s injuries were inherently undiscoverable and objectively
verifiable.
X.
DEMAND FOR JURY TRIAL
144. Plaintiff hereby demands a trial by jury on all issues so triable.

XI.
REQUEST FOR DISCLOSURE
145. Defendants are requested to disclose, within fifty (50) days after service of this
request, the information and materials described in Tex. R. Civ. 194.2(a)–(i) and (l).
XII.
CONDITIONS PRECEDENT
146. All conditions precedent to bringing this action have occurred or have been
waived by Defendants.
XIII.
RESERVATION OF RIGHTS
147. Megatel reserves the right to assert additional claims and causes of action against
Defendants and to amend its Petition as necessary and in the interests of justice.
XIV.
REQUEST FOR RELIEF
For the reasons set forth above, Plaintiffs respectfully request that the Court:
(a) Enter a judgment in favor of Plaintiffs and against Defendants on all counts,
(b) Award Plaintiffs actual, consequential, and punitive damages in an amount to be

determined at trial;
(c) Award Plaintiffs their attorneys’ fees and all costs of court incurred in this
proceeding; and
(d) Award Plaintiffs all such other relief, at law or in equity, to which Plaintiffs may
be justly entitled.

Dated: June 18, 2019 Respectfully submitted,
BREWER, ATTORNEYS & COUNSELORS
By: William A Brewer III

William A. Brewer III
wab@brewerattorneys.com
State Bar No. 02967035
Michael J. Collins
mjc@brewerattorneys.com
State Bar No. 00785493
5900 Comerica Tower
1717 Main Street
Dallas, Texas 75201
Telephone: 214-653-4000
Facsimile: 214-653-1015
ATTORNEYS FOR PLAINTIFFS MEGATEL

HOMES, LLC, MEGATEL HOMES II, LLC,
and MEGATEL HOMES III, LLC
PLAINTIFFS’ ORIGINAL PETITION PAGE 1
4833-4698-1786.3
2283-03
APPENDIX A: THE PARTIES
A. Plaintiffs—The Megatel Entities.
1. Megatel Homes, LLC, is a Texas limited-liability company with its principal
place of business located at 1800 Valley View Lane, Suite 400, Farmers Branch, Texas 75234
2. Megatel Homes II, LLC, is a Texas limited-liability company with its principal
place of business located at 1800 Valley View Lane, Suite 400, Farmers Branch, Texas 75234.
3. Megatel Homes III, LLC, is a Texas limited-liability company with its principal
place of business located at 1800 Valley View Lane, Suite 400, Farmers Branch, Texas 75234.
B. Defendants.
1. The UDF Entities.
4. United Development Funding L.P. is a Delaware limited partnership with its
United Development Funding may be served through its registered agent Corporation Service
Company d/b/a CSC-Lawyers Incorporating Service Company located at 211 E. 7th Street, Suite
620, Austin, TX 78701.
5. United Development Funding II L.P. is a Delaware limited partnership with its
United Development Funding II may be served through its registered agent Corporation Service
620, Austin, TX 78701.
6. United Development Funding III L.P. is a Delaware limited partnership with its
United Development Funding III may be served through its registered agent Corporation Service
620, Austin, TX 78701.
7. United Development Funding IV is a Maryland partnership with its principal
place of business located at 1301 Municipal Way, Suite 200, Grapevine, TX 76051. United
Development Funding IV may be served through its registered agent Corporation Service
620, Austin, TX 78701.
8. United Development Funding Income Fund V is a Maryland real-estate
investment trust with its principal place of business located at 1301 Municipal Way, Suite 200,
Grapevine, TX 76051. United Development Funding Income Fund V may be served through its
registered agent Corporation Service Company d/b/a CSC-Lawyers Incorporating Service
Company located at 211 E. 7th Street, Suite 620, Austin, TX 78701.
9. UMTH Land Development, L.P., is a Delaware limited partnership with its
UMTH Land Development may be served through its registered agent: Corporation Service
Company d/b/a CSC-Lawyers Incorporating Service Company, 211 E. 7th Street, Suite 620,
Austin, Texas 78701.
10. United Mortgage Trust is a Maryland real estate investment trust with its principal
place of business located at 1301 Municipal Way, Suite 200, Grapevine, TX 76051. United
Mortgage Trust can be served through its registered agent: CSC Lawyers Incorporating Service
Company, 7 St. Paul Street, Suite 820, Baltimore MD 21202.
11. United Development Funding Land Opportunity Fund, L.P., is a Delaware limited
partnership with its principal place of business located at 1301 Municipal Way, Suite 200,
Grapevine, TX 76051. United Development Funding Land Opportunity Fund may be served
through its registered agent: Scot W O’Brien, 1445 Ross Avenue, Suite 2400, Dallas, Texas
75202.
12. United Development Funding Land Opportunity Fund Investors, L.L.C., is a
Delaware limited-liability company with its principal place of business located at 1301
Municipal Way, Suite 100, Grapevine, TX 76051. United Development Funding Land
Opportunity Fund Investors can be served through its registered agent: Corporation Service
Company, 251 Little Falls Drive, Wilmington, DE 19808.
13. HLL II Land Acquisitions of Texas, L.P., is a Texas limited partnership with its
principal place of business located at 1301 Municipal Way, Ste. 200, Grapevine, TX 76051.
HLL II Land Acquisitions of Texas can be served through its registered agent: CSC, 211 E. 7th
Street, Suite 620, Austin, TX 78701-3218.
2. The Centurion Entities.
14. Centurion American Custom Homes, Inc., d/b/a Centurion American
Development Group, is a Texas corporation with its principal place of business located at 1800
Valley View Lane, Suite 300, Farmers Branch, Texas 75234. Centurion American Custom
Homes may be served through its registered agent: Mehrdad Moayedi, 1800 Valley View Lane,
Suite 300, Farmers Branch, Texas 75234.
15. CTMGT Erwin Farms, LLC, is a Texas limited-liability company with its
principal place of business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas
75234. CTMGT Erwin Farms may be served through its registered agent: Mehrdad Moayedi,
1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234.
16. CTMGT Frisco 113, LLC, is a Texas limited-liability company with its principal
place of business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas
75234. CTMGT Frisco 113 may be served through its registered agent: Mehrdad Moayedi,
17. FH 295, LLC, is a Texas limited-liability company with its principal place of
business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234. FH 295
may be served through its registered agent: Mehrdad Moayedi, 1800 Valley View Lane, Suite
300, Farmers Branch, Texas 75234.
18. CADG Gateway Lakes, LLC, is a Texas limited-liability company with its
75234. CADG Gateway Lakes may be served through its registered agent: Mehrdad Moayedi,
19. MMCH Oak Hill Ranch, LLC, is a Texas limited-liability company with its
75234. MMCH Oak Hill Ranch may be served through its registered agent: Mehrdad Moayedi,
20. CTMGT Valley Ridge II, LLC, is a Texas limited-liability company with its
75234. CTMGT Valley Ridge II may be served through its registered agent: Mehrdad Moayedi,
21. Centurion Acquisitions, L.P., is a Texas limited partnership with its principal
place of business located at 3901 Airport Frwy, Suite 200, Bedford, Texas 76021. Centurion
Acquisitions may be served through its registered agent: Carista Ragan, 3901 Airport Frwy,
Suite 200, Bedford, Texas 76021.

22. Valencia on the Lake, L.P., is a Texas limited partnership with its principal place
of business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas
75234. Valencia on the Lake may be served through its registered agent: Mehrdad Moayedi,
23. Shahan Prairie, LP, is a Texas limited partnership with its principal place of
business at 1221 North I-35 East, Suite 200, Carrollton, Texas 75006. Shahan Prairie may be
served through its registered agent: Mehrdad Moayedi, 1800 Valley View Lane, Suite 300,
Farmers Branch, Texas 75234.
24. Shahan GP, LLC, is a Texas limited-liability company with its principal place of
business located at 1221 North Interstate 35E, Ste. 200, Carrollton, TX 75006-3806. Shahan GP
25. CTMGT LLC is a Texas limited-liability company with its principal place of
business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234. CTMGT
26. CADG Windhaven, L.P., is a Texas limited partnership with its principal place of
business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234. CADG
Windhaven may be served through its registered agent: Mehrdad Moayedi, 1800 Valley View
Lane, Suite 300, Farmers Branch, Texas 75234.
27. CTMGT Frontier 80, LLC, is a Texas limited-liability company with its principal
place of business located at 1800 Valley View Lane, Suite 300, Farmers Branch, Texas
75234. CTMGT Frontier 80 may be served through its registered agent: Mehrdad Moayedi,
3. The Buffington Entities.
28. Buffington Land Group, Ltd., is a Texas limited company with an address of 8601
Ranch Road 2222 Ste 1-150, Austin, Texas 78730. Buffington Land Group may be served
through its registered agent: Thomas B. Buffington, 8601 Ranch Road 2222 Ste 1-150, Austin,
Texas 78730.
29. PH SPMSL, LP, is a Texas limited partnership with an address of 3600 N. Capital
of Texas Hwy, Bldg. B, Ste. 170. PH SPMSL may be served through its registered agent:
Thomas B. Buffington, 8601 Ranch Road 2222 Building 1, suite 150, Austin, Texas 78730.
30. BHM Highpointe, Ltd., is a Texas limited company with an address of 8601
Ranch Road 2222 Ste 1-150, Austin, Texas 78730. BHM Highpointe may be served through its
registered agent: Thomas B. Buffington, 8601 Ranch Road 2222 Ste 1-150, Austin, Texas
78730.
31. Buffington Mason Park, Ltd., is a Texas limited partnership with an address of
8601 Ranch Road 2222 Ste 1-150, Austin, Texas 78730. Buffington Mason Park may be served
through its registered agent: Thomas B. Buffington, 8601 Ranch Road 2222 Ste 1-150, Austin,
Texas 78730.
32. BLD LAMP Section 3, LLC, is a Texas limited-liability company with an address
of 8601 Ranch Road 2222, Building I, Suite 150 Austin, TX 78730. BLD LAMP Section 3 may
be served through its registered agent: Thomas B. Buffington, 8601 Ranch Road 2222, Building
I, Suite 150 Austin, Texas 78730.
33. BLD Scenic Loop, LLC, is a Texas limited-liability company with an address of
8601 Ranch Road 2222, Building I, Suite 150 Austin, Texas 78730. BLD Scenic Loop may be
served through its registered agent: Thomas B. Buffington, 8601 Ranch Road 2222, Building I,
Suite 150 Austin, Texas 78730.
34. Buffington Land Development, LLC, is a Texas limited-liability company with an
address at 8601 Ranch Road 2222, Building I, Suite 150 Austin, Texas 78730. Buffington Land
Development may be served through its registered agent: Thomas B. Buffington, 8601 Ranch
Road 2222, Building I, Suite 150 Austin, Texas 78730.
35. BLD Gosling, LLC, is a Texas limited-liability company with an address at 8601
Ranch Road 2222, Building I, Suite 150 Austin, Texas 78730. BLD Gosling may be served
through its registered agent: Corporation Service Company, 211 E. 7th Street, Ste. 620, Austin,
TX 78701-3218.
36. BLD Westpointe, LLC, is a Texas limited-liability company with an address at
8601 Ranch Road 2222, Building I, Suite 150 Austin, Texas 78730. BLD Westpointe may be
served through its registered agent: Corporation Service Company, 211 E. 7th Street, Ste. 620,
Austin, TX 78701-3218.
37. BLG Plantation, LLC, is a Texas limited-liability company with an address at
8601 Ranch Road 2222, Building I, Suite 150 Austin, Texas 78730. BLG Plantation may be
served through its registered agent: Thomas Buffington, Jr. 8601 Ranch Road 2222, Building I,
Suite 150, Austin, TX 78730
4835-1056-1175.1
2283-02
APPENDIX B: THE CENTURION AFFILATED DEALS
Date of Deal Name Centurion Original Earnest Key Details

Original Entity Number of Money
Agreement Lots for
Development
(or in lieu,
Property Size
in Acres)
May 3, Warren MHCC 23.7214 acres $20,000  Megatel identified this plot
2011 Parkway Enterprises, of land and spent
L.P. significant resources on
due diligence and zoning
to prepare it for
development.
 Megatel contracted to
purchase the land from its
owner and then assigned
its purchase right to
Centurion, based on the
understanding that
Centurion would develop
lots and, in turn, sell those
lots back to Megatel.
 After delaying the
development for years,
Centurion ultimately sold
the land to KB Homes
without even offering
Megatel the option to
purchase it.
 This land would have
supported approximately
70 lots.
January 19, Little Elm Little Elm 120.483 acres $100,000  Megatel identified a plot
2012 Cemetery of land in Little Elm and
Association spent significant resources
(Third-Party conducting due diligence
Seller of and obtaining zoning
Land) approvals.
 Megatel purchased the
Little Elm land from its
1
owner and simultaneously
sold it to Centurion with
the understanding that
Centurion would develop
lots on the land and, in
turn, sell those lots to
Megatel.
 Centurion borrowed $5.5
million from UDF to
finance this purchase.
 Megatel refunded
approximately $500,000 of
the purchase price to
Centurion to finance
development costs.
Megatel and Centurion
agreed by handshake that
Centurion would credit
this $500,000 toward
Megatel’s earnest -money
obligation when Megatel
ultimately purchased
finished lots on the land
from Centurion.
 Centurion still has not
developed the land in
Little Elm, despite taking
numerous loans from
UDF. Centurion leveraged
the increase in land value
to take on significant debt
from UDF, which was
collateralized by the land.
However, since any sale of
lots developed from the
land would need to pay
down this debt burden,
Megatel would not be able
to purchase any lots from
Centurion for a low
enough amount to make
them profitable.
2
November Highland HLL II Land 25 $1,000  Megatel entered into an
12, 2012 Farms Acquisitions agreement with a UDF
of Texas, L.P. affiliate, which operated
(UDF Entity) using Centurion’s
resources.
 UDF delayed
development, all the while
watching the value of the
Highland Farms land
increase.
 Megatel built a model
home in this development
to attract potential buyers.
Megatel spent resources
keeping its model home
open and staffed for three
years waiting for UDF,
using Centurion’s
resources, to develop the
community.
 UDF asked Megatel to
give up its 25 lots (as well
as its promised right to
take lots in future phases),
so it could instead sell
them to D.R. Horton.
November Erwin CTMGT 125 Note to  Megatel identified and
29, 2012 Farms Erwin Farms, Centurion contracted to purchase
LLC in the land—and expended
amount of considerable resources
$1,230,000 investigating its
viability—to serve as be a
site for a planned
community, as well as
obtained the necessary
development approvals.
 The land was so valuable
that Megatel had the
option almost immediately
to make a $3 million profit
by selling the land to
another builder. Megatel
did not do so, however,
and instead assigned its
3
right to purchase the land
to Centurion. This enabled
Centurion to develop the
land and sell finished lots
back to Megatel.
Megatel’s interest was in
the long-term health of its
partnership with Centurion
and UDF.
 In February 2017, with
UDF facing government
scrutiny over its lending
conduct, Centurion sought
a new lender for
development funds. The
new lender required that
Megatel put up additional
earnest money for its lots.
Moreover, in connection
with Centurion obtaining
the new loan, Centurion
and Megatel amended
their agreement to reduce
the number of lots Megatel
would take-down from
125 to 89, so that the new
lender could receive
additional earnest money
from new homebuilders.
 During the three years that
Centurion was supposed to
have been developing
Erwin Farms for Megatel’s
takedown, the real-estate
market had become red-
hot, and prices had
increased dramatically.
Megatel could not
duplicate the profit
opportunity it previously
had on these lost Erwin
Farms lots (being locked
into three-year-old
pricing) by seeking other
4
communities in which to
build.
May 20, Valley CTMGT 103 $300,000  UDF pressured Centurion

2013 Ridge II Valley Ridge to get Megatel to give up
II, LLC lots at Valley Ridge.
Again, in the interest of
benefiting the partnership,
Megatel agreed and gave
up 49 lots.
 Centurion sold the lots
from Megatel to D.R.
Horton but did not return a
substantial portion of the
earnest money Megatel
had paid Centurion.
December Gateway CADG 39 $1,000,000  Megatel identified the land

30, 2013 Lakes Gateway and spent considerable
Lakes, LLC resources researching its
suitability for a planned
community and obtaining
zoning changes and
regulatory approvals.
 After agreeing with the
landowner to purchase the
land, Megatel assigned the
contract to Centurion, and
then entered into a lot-
purchase agreement with
Centurion.
 In connection with the
agreement, Megatel paid
Centurion $1 million in
earnest money. Megatel
borrowed this $1 million
from a lender called
Organized Capital, to
which UDF had steered
Megatel. UDF guaranteed
the loan to Megatel and
Organized Capital paid
UDF a 1% fee on the loan.
5
 UDF pressured Centurion
to get Megatel to give up
lots at Gateway Lakes.
Specifically, Centurion
informed Megatel that
UDF needed liquidity and
that UDF would benefit if
Centurion immediately
sold all of Megatel’s lots
to a Megatel competitor
for cash. Once again, in
an effort to benefit the
partnership, Megatel
agreed to terminate its
participation in Gateway
Lakes on March 16, 2015,
losing 39 lots. Thereafter,
Centurion sold all finished
lots to Toll Brothers on a
cash-out basis.
February 6, Valencia on Valencia on 85 $500,000  UDF pressured Centurion
2014 the Lake the Lake, L.P. to ask Megatel to give up
40 lots at Valencia on the
Lake so that Centurion
could sell them
immediately to a Megatel
competitor and thereby
pay off its loans to UDF.
 Centurion never provided
Megatel the opportunity to
purchase replacement lots.
February Huntington CADG 79 $50,000  UDF, which had agreed to
10, 2014 Estates Huntington provide funding to
Estates, LLC Centurion to develop
Huntington Estates, did
not do so. Instead, UDF
pressured Centurion to ask
Megatel to terminate its
agreement so that
Centurion could then sell
Megatel’s lots to a
Megatel competitor, D.R.
Horton.
6
 In yet another effort to
benefit the partnership,
Megatel agreed to
terminate its participation
in Huntington Estates on
September 16, 2014,
thereby giving up 79 lots.
May 13, Sendera Centurion 68 $34,000  Centurion, in coordination

2014 Ranch Acquisitions, with UDF, pressured
L.P. Megatel to give up lots at
Sendera Ranch.
 Megatel agreed to
terminate its agreement
with Centurion and give
up 68 lots. Centurion then
sold the same lots to a
Megatel competitor.
 In so doing, Centurion
never sold Megatel any
replacement lots, in
contravention to the
understanding conveyed to
Megatel when Megatel
terminated its rights to the
68 lots.
May 15, Frisco Hills, CTMGT 97 $50,000  Beginning in 2016,

2014 Phases 1 & Frisco 113, Centurion, in coordination
2 LLC with UDF, pressured
Megatel to release lots
from their takedown
agreements for Frisco
Hills, so Centurion could
sell them to another
homebuilder.
 On June 21, 2016, in the
interest of benefiting the
partnership’s long-term
health, Megatel agreed to
give up 35 lots to which it
was entitled, in order to
take-down in Phase One of
the Frisco Hills
7
development. In exchange,
Centurion promised that it
would sell Megatel
replacement lots in the
next phases of
development.
 Centurion never resold
those lots to Megatel in
future phases.
 As a result of Centurion’s
multiple delays, Phase
Two of Frisco Hills is still
not substantially complete.
The Southlake real-estate
market has faltered and the
lots—when Centurion
finishes them—will not be
worth what they would
have been had Centurion
not been dilatory.
August 12, Frontier CTMGT 138 $1,300,000  Centurion did not timely
2014 Legacy Frontier 80, build the community’s
LLC amenity center, frustrating
Megatel’s ability to sell
homes.
 On October 17, 2018,
Centurion purported to
terminate Megatel for
failing to take-down lots
on schedule.
September Oak Hill MMCH Oak 70 $200,000  UDF III had agreed to
17, 2014 Ranch Hill Ranch, provide funding for
LLC Centurion to develop Oak
Hill Ranch but did not do
so. The project
languished, with Centurion
not developing any lots for
Megatel to take-down until
UDF IV later loaned
money to Centurion. Once
UDF IV did so, Centurion
began developing the land,
and Megatel believed it
8
would soon be able to
take-down finished lots.
 UDF, however, pressured
Centurion to sell the still-
unfinished land instead to
Bloomfield Homebuilding.
Megatel had no knowledge
whatsoever of UDF and
Centurion’s machinations.
 Centurion sold the land to
Bloomfield without
Megatel’s authorization or
consent. Megatel never
provided any release to
Centurion on this project.
As a result, Megatel lost
the right to take-down 70
lots.
October 27, Windhaven Centurion 168 $1,000,100  Rather than permit

2014 Crossing Acquisitions, Megatel to take-down
L.P. finished lots on schedule
in accordance with their
agreement, Centurion
instead sold its interest in
the development to a
developer called Wilbow-
Windhaven Development
Corporation. In
connection with that
assignment, they forced
Megatel to give up lots to
Siena, which a Centurion
entity.
4836-6155-6119.1
2283-02
9
APPENDIX C: THE BUFFINGTON AFFILATED DEALS
Date of Deal Name Centurion Original Earnest Key Details

Original Entity Number of Money
Agreement Lots for
Development
February Stonewall PH 66 $100  In or around September 2016,
22, 2012 Ranch SPMSL, UDF’s Brandon Jester contacted
L.P. Megatel’s Aaron Ipour, advising
that UDF controlled Buffington
and its affiliated companies. Jester
demanded that Megatel agree to
terminate its contract with
Buffington related to Stonewall
Ranch—so that Buffington could
sell this land immediately to D.R.
Horton or another homebuilder
rather than develop and sell lots to
Megatel.
 In October 2016, Jester and UDF
co-founder Todd Etter visited
Megatel’s office to meet with the
Ipour brothers. Etter indicated that
UDF was embroiled in an SEC
investigation in the wake of the
allegations made on
udfexposed.com. Etter repeated
UDF’s demand that Megatel
terminate its agreements with the
Buffington entities.
 On October 13, 2016, under
pressure from UDF, Megatel
agreed to terminate its contract for
Stonewall Ranch, losing 40 lots in
the existing phase of Stonewall
Ranch, plus the first right to
approximately 100 lots in future
phases.
February Highpointe BHM 32 $20,000  In or around September 2016,

29, 2012 Condos Highpointe, UDF’s Brandon Jester contacted
Ltd. Megatel’s Aaron Ipour, advising
1
Buffington related to
Highpointe—so that Buffington
could sell this land immediately to
D.R. Horton or another
homebuilder rather than develop
and sell lots to Megatel.
co-founder Todd Etter visited
allegations made on
 UDF’s Ben Wissink instructed
Megatel that if they acquiesced to
Etter’s demand, Megatel would
receive better, future lots in the
development.
Highpointe, losing all of its
premium condominium lots.
July 2, Dovershire BLD 33 $5,000  Despite entering into the

2013 Place Gosling, agreement in 2013 with
LLC expectations of substantial
completion in 2014, BLD Gosling
did not issue a notice of substantial
completion until December 2017.
During BLD Gosling’s long delay
in developing Dovershire Place,
the real-estate market turned
downward and Megatel cannot
now sell Dovershire Place homes
profitably given the price per lot it
agreed to pay BLD Gosling in
2013.
2
October 5, Plantation BLD 69 $69,000  In late September 2015, UDF
2013 Lakes Plantation, affiliated asset manager Joe
LLC Goggans asked Aaron Ipour to
agree that Megatel would give up
21 of the lots it was entitled to
take-down at Plantation Lakes, so
that a Megatel competitor, Colina
Homes, could cash them out. In
making this request, Goggans
specifically acknowledged that
UDF’s Brandon Jester said
Megatel could “pick [those lots]
back up in the next section to be
delivered in February.” Aaron
Ipour agreed to this exchange:
“As we spoke, we gave up these
new lots in Plantation but please
make sure we get more lots in next
phase when funding is available so
we build more specs.” UDF’s Ben
Wissink replied: “Thanks for
working with us on these lots.”
 On or about September 27, 2015,
A. Ipour confirms that he is
releasing lots based on his
understanding that Megatel will
get future lots, to which B.
Wissink replies and confirms this
understanding.
 Megatel would never receive any
replacement lots in Plantation
Lakes.
October 7, Lakes at Buffington 31 $39,500  In or around September 2016,

2013 Mason Park Mason UDF’s Brandon Jester contacted
Park, Ltd.; Megatel’s Aaron Ipour, advising
BLD that UDF controlled Buffington
LAMP and its affiliated companies. Jester
Section 3 demanded that Megatel agree to
Buffington related to Lakes at
Mason Park—so that Buffington
could sell this land immediately to
D.R. Horton or another
homebuilder rather than develop
and sell lots to Megatel.
3
co-founder Todd Etter came to
allegations made on
Lakes at Mason Park, losing all the
lots.
October 7, Leon Creek BLD 37 $1,000  In or around September 2016,

2013 Estates Scenic UDF’s Brandon Jester contacted
Loop, LLC Megatel’s Aaron Ipour, advising
Buffington related to Leon Creek
Estates (Scenic Loop)—so that
Buffington could sell this land
immediately to D.R. Horton or
another homebuilder rather than
develop and sell lots to Megatel.
co-founder Todd Etter came to
allegations made on
Buffington entities. On October
13, 2016, under pressure from
UDF, Megatel agreed to terminate
its contract for Leon Creek
Estates, losing 31 lots.
4
October 25, The BLD 38 $500  Megatel discovered the
2013 Enclave Westpointe, Westpointe property, conducted
LLC the necessary due diligence on it,
and assigned its right to purchase
the land to Buffington.
 After Megatel and Buffington
entered into the October 25, 2013
lot purchase agreement,
Buffington assigned its rights and
obligations under the contract to
its affiliate BLD Westpointe,
which in turn assigned its interests
to UDF IV (as of August 2016).
 On January 26, 2018, BLD
Westpointe issued a termination
notice to Megatel for Megatel’s
alleged failure to take down lots as
required by their agreement. This
termination notice advised that
Megatel was to send any
correspondence to UDF’s counsel
rather than Buffington and was
signed on behalf of BLD
Westpointe by UDF IV.
 Megatel responded to the
termination noting that Buffington
had failed, per the agreement, to
substantially complete the lots for
take-down by Megatel within the
time prescribed. Megatel also
inquired about UDF’s
involvement. UDF explained that
BLD Westpointe had assigned its
interests to UDF and thus, Megatel
could either terminate its rights or
purchase all outstanding lots
immediately. Megatel was unable
to purchase all the lots in this
development and thus, lost 17 lots.
4837-6221-9415.1
2283-02
5
CIVIL CASE INFORMATION SHEET
CAUSE NUMBER (FOR CLERK USE ONLY): _______________________________ COURT (FOR CLERK USE ONLY): ______________________
STYLED _Megatel Homes, LLC et al v. United Development Funding L.P., et al

(e.g., John Smith v. All American Insurance Co; In re Mary Ann Jones; In the Matter of the Estate of George Jackson)
A civil case information sheet must be completed and submitted when an original petition or application is filed to initiate a new civil, family law, probate, or mental
health case or when a post-judgment petition for modification or motion for enforcement is filed in a family law case. The information should be the best available at
the time of filing.
1. Contact information for person completing case information sheet: Names of parties in case: Person or entity completing sheet is:
X Attorney for Plaintiff/Petitioner
Name: Email: Plaintiff(s)/Petitioner(s): Pro Se Plaintiff/Petitioner
Title IV-D Agency
_William A. Brewer III _wab@brewerattorneys.com __Megatel Homes LLC et al Other: _________________________
Address: Telephone: _________________________________

Additional Parties in Child Support Case:
_1717 Main St. #5900 214-653-4000
Defendant(s)/Respondent(s): Custodial Parent:
City/State/Zip: Fax: _________________________________
__United Development Funding L.P. et al
_Dallas, TX 75201 _214-653-1015 Non-Custodial Parent:
_________________________________ _________________________________
Signature: State Bar No:
_________________________________ Presumed Father:
_/s/William A. Brewer III_ _02967035 _________________________________
[Attach additional page as necessary to list all parties]
2. Indicate case type, or identify the most important issue in the case (select only 1):
Civil Family Law
Post-judgment Actions
Contract Injury or Damage Real Property Marriage Relationship (non-Title IV-D)
Debt/Contract Assault/Battery Eminent Domain/ Annulment Enforcement
Consumer/DTPA Construction Condemnation Declare Marriage Void Modification—Custody
Debt/Contract Defamation Partition Divorce Modification—Other
Fraud/Misrepresentation Malpractice Quiet Title With Children Title IV-D
Other Debt/Contract: Accounting Trespass to Try Title No Children Enforcement/Modification
____________________ Legal Other Property: Paternity
Foreclosure Medical ____________________ Reciprocals (UIFSA)
Home Equity—Expedited Other Professional Support Order
Other Foreclosure Liability:
Franchise _______________ Related to Criminal
Insurance Motor Vehicle Accident Matters Other Family Law Parent-Child Relationship
Landlord/Tenant Premises Expunction Enforce Foreign Adoption/Adoption with
Non-Competition Product Liability Judgment Nisi Judgment Termination
Partnership Asbestos/Silica Non-Disclosure Habeas Corpus Child Protection
Other Contract: Other Product Liability Seizure/Forfeiture Name Change Child Support
______________________ List Product: Writ of Habeas Corpus— Protective Order Custody or Visitation
_________________ Pre-indictment Removal of Disabilities Gestational Parenting
Other Injury or Damage: Other: _______________ of Minority Grandparent Access
_________________ Other: Parentage/Paternity
__________________ Termination of Parental
Employment Other Civil  Rights
Other Parent-Child:
Discrimination Administrative Appeal Lawyer Discipline _____________________
Retaliation Antitrust/Unfair Perpetuate Testimony
Termination Competition Securities/Stock
Workers’ Compensation Code Violations Tortious Interference
Other Employment: Foreign Judgment Partnership
X Other: _______________
______________________ Intellectual Property
Tax Probate & Mental Health

Tax Appraisal Probate/Wills/Intestate Administration Guardianship—Adult
Tax Delinquency Dependent Administration Guardianship—Minor
Other Tax Independent Administration Mental Health
Other Estate Proceedings  Other: ____________________
3. Indicate procedure or remedy, if applicable (may select more than 1):

Appeal from Municipal or Justice Court Declaratory Judgment Prejudgment Remedy
Arbitration-related Garnishment Protective Order
Attachment Interpleader Receiver
Bill of Review License Sequestration
Certiorari Mandamus Temporary Restraining Order/Injunction
Class Action Post-judgment Turnover
4. Indicate damages sought (do not select if it is a family law case):
Less than $100,000, including damages of any kind, penalties, costs, expenses, pre-judgment interest, and attorney fees
Less than $100,000 and non-monetary relief
Over $100, 000 but not more than $200,000
Over $200,000 but not more than $1,000,000
X Over $1,000,000
Rev 2/13
Instructions for Completing the Texas Civil Case Information Sheet
A civil case information sheet must be completed and submitted when an original petition or application is filed to initiate a new civil,
family law, probate, or mental health case or when a post-judgment petition for modification or motion for enforcement is filed in a
family law case. The information should be the best available at the time of filing. If the original petition, application or post-
judgment petition or motion is e-filed, the case information sheet must not be the lead document.
This sheet, required by Rule 78a of the Texas Rules of Civil Procedure, is intended to collect information that will be used for
statistical and administrative purposes only. It neither replaces nor supplements the filings or service of pleading or other documents
as required by law or rule. The sheet does not constitute a discovery request, response, or supplementation, and it is not admissible at
trial.
The attorney or self-represented (pro se) plaintiff/petitioner filing the case or post-judgment petition or motion should complete the
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4. Damages sought.
Select the damages being sought in the case:
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Original Petition Megatel

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Original Petition Megatel

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CAUSE NO.

MEGATEL HOMES, LLC, MEGATEL §

PLAINTIFFS’ ORIGINAL PETITION

PLAINTIFFS’ ORIGINAL PETITION PAGE 1

upon information and belief as to all other matters, as follows:

2. Unfortunately, it is now clear that two of Megatel’s real-estate partners conspired

significant value from Megatel over dozens of transactions.

PLAINTIFF’S ORIGINAL PETITION PAGE 2

DISCOVERY CONTROL PLAN

4. Megatel intends discovery in this matter to be conducted in accordance with

“Level 2” as set forth in Texas Rule of Civil Procedure 190.4.

RULE 47(c) STATEMENT

5. Megatel seeks monetary relief exceeding $100,000,000 in an amount to be

A. Plaintiffs—The Megatel Entities.

6. Megatel is comprised of three limited-liability companies, all organized under the

7. United Development Funding L.P. is a Delaware limited partnership with its

8. Centurion American Custom Homes, Inc., d/b/a Centurion American

PLAINTIFF’S ORIGINAL PETITION PAGE 3

Buffington’s entities and affiliates that are defendants in this case.

THE NON-PARTY CONSPIRATORS

Way, Suite 200, Grapevine, TX 76051.

JURISDICTION AND VENUE

PLAINTIFF’S ORIGINAL PETITION PAGE 4

availed themselves of the benefits and privileges of conducting business in Texas.

A. Megatel: The Culmination of a Dream.

featured prominently in both D Magazine and Luxe, Interiors + Design Magazine.

vendor relationships and finances.

PLAINTIFF’S ORIGINAL PETITION PAGE 5

21. While undeniably successful at insinuating himself into numerous high-profile

PLAINTIFF’S ORIGINAL PETITION PAGE 6

C. UDF, Hollis Greenlaw, and the Anatomy of Abuse.

to have engaged in repetitive Ponzi-scheme lending, UDF is a syndicate of affiliated real-estate-

Megatel began its relationship with Centurion in 2011.

PLAINTIFF’S ORIGINAL PETITION PAGE 7

balance sheet, Moayedi introduced the Ipour brothers to UDF.

pay off its debts to UDF.

PLAINTIFF’S ORIGINAL PETITION PAGE 8

participate in all of Centurion’s developments on which UDF provided Centurion’s financing.

approximately $1.6 million in these consulting fees.

PLAINTIFF’S ORIGINAL PETITION PAGE 9

were flexible on details, but committed to follow that process.

In reliance on Centurion and UDF’s continuing performance, Megatel contributed significant

forewent these opportunities for Centurion and UDF’s benefit.

PLAINTIFF’S ORIGINAL PETITION PAGE 10

UDF, Centurion, and Megatel were in the same “bucket.”

Megatel. Because of Megatel’s contributions, the land significantly appreciated in value.

Thereafter, Megatel refunded approximately $500,000 to allow Centurion to finance

finished lots on the land from Centurion.

discounted price, to Centurion’s detriment), Megatel agreed to act as Centurion’s general

principal to UDF out of its share.

PLAINTIFF’S ORIGINAL PETITION PAGE 11

Jester said, Buffington was UDF’s “Mehrdad” [Moayedi] outside of Dallas.

unfavorable to the market.

for many of these developments – in addition to taking on considerable risk.

repaid, in excess of $162 million from UDF.

PLAINTIFF’S ORIGINAL PETITION PAGE 12

against the third party.

F. The Partnership’s Golden Era.

flourish. Beginning in 2012, they jointly developed approximately 55 communities, in which

discuss partnership projects. Jester often attended.

especially so in circumstances where the failure to accommodate a requested change would

special nature of their relationship.

PLAINTIFF’S ORIGINAL PETITION PAGE 13

G. Trouble Ahead – UDF and Centurion Begin to Unravel.