Naissance Galleria, LLC v. Azeemeh Zaheer

CourtCourt of Appeals of Texas
DecidedJuly 17, 2025
Docket01-23-00727-CV
StatusPublished

This text of Naissance Galleria, LLC v. Azeemeh Zaheer (Naissance Galleria, LLC v. Azeemeh Zaheer) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Naissance Galleria, LLC v. Azeemeh Zaheer, (Tex. Ct. App. 2025).

Opinion

Opinion issued July 17, 2025.

In The

Court of Appeals For The

First District of Texas ———————————— NO. 01-23-00727-CV ——————————— NAISSANCE GALLERIA, LLC, Appellant V. AZEEMEH ZAHEER, Appellee

On Appeal from the 80th District Court Harris County, Texas Trial Court Case No. 2023-43755

MEMORANDUM OPINION

Naissance Galleria, LLC appeals from a temporary injunction in favor of

Azeemeh Zaheer arising from a dispute over the company’s ownership. In four issues, Naissance Galleria asserts that the trial court erred in denying

its plea to the jurisdiction, denying its motion to disqualify opposing counsel, and

granting the temporary injunction.

We affirm the trial court’s orders denying the plea to the jurisdiction and

Background

The Parties’ Pleadings

In its petition and emergency application for temporary restraining order,

Naissance Galleria alleged that Zaheer had been the managing member of Naissance

Galleria until July 3, 2020, when Naissance Galleria assigned all control to Ali

Choudhri, the “current managing member,” pursuant to an “Assignment of

[Naissance Galleria] and Naissance Capital Real Estate, LTD” (“NCRE”) (the

“purported assignment”). Naissance Galleria attached as exhibit 1 to its petition a

copy of the purported assignment, which it alleged had been signed by Zaheer.

According to Naissance Galleria, it had recently discovered that Zaheer was

continuing to assert that she manages and has control over Naissance Galleria. For

example, Zaheer, without authorization, had filed a lawsuit on behalf of Naissance

Galleria against the National Bank of Kuwait.

Naissance Galleria asserted claims against Zaheer for conversion and fraud,

and it sought to recover from Zaheer under theories of unjust enrichment and

2 promissory estoppel. Naissance Galleria also requested relief under the Declaratory

Judgment Act. It asked the trial court to declare that Zaheer was not a manager or

member of Naissance Galleria, had no interest in Naissance Galleria and no authority

to act on its behalf, and had wrongfully exercised power over Naissance Galleria.

And Naissance Galleria requested a temporary restraining order and temporary and

permanent injunctive relief that the trial court restrain Zaheer from interfering with

Naissance Galleria’s business activities and from disposing, encumbering, or

interfering with any of its assets.

Zaheer responded with a counterpetition and her own request for injunctive

relief. She alleged the purported assignment was “forged and fraudulent” and that

Choudhri had fabricated the purported assignment to avoid his obligation to repay

Naissance Galleria a $16 million loan.

Zaheer denied that she signed the purported assignment. Zaheer observed that

it bore “all the hallmarks of a forged document,” including handwritten dates that

did not match and two of her purported signatures, which also did not match.

According to Zaheer, if she had actually signed and dated the document, “the

handwriting and signatures should match.”

Zaheer also pointed out that the effective date of the purported assignment

was left blank and referenced an exhibit A (i.e., the “Amended and Restated Limited

Liability Company Agreement of [Naissance Galleria] and [NCRE]”), yet there was

3 no exhibit A and no such amended and restated agreement. According to Zaheer,

Naissance Galleria was “still governed by its Initial Limited Liability Company

Agreement.”

Zaheer asserted that Naissance Galleria was not entitled to injunctive relief

based on a request for enforcement of a forged document; instead, she was entitled

to injunctive relief to prevent Naissance Galleria from taking any action without her

authorization. Zaheer also requested that the trial court enter a declaratory judgment

that the purported assignment was a forged document and thus was void or voidable,

and that any action taken by Naissance Galleria based on the purported assignment

was also void.

Temporary Injunction Hearing

In the hearing on the parties’ competing requests for temporary injunctive

relief, Zaheer testified that she is the managing member of NCRE, which manages

and controls Naissance Galleria. She is the sole owner of NCRE. Naissance Galleria

is a “mezzanine lender.”1

1 Texas law defines a “mezzanine real estate loan” as “a loan that is secured by a pledge of direct or indirect equity interests in an entity that owns real estate.” TEX. INS. CODE § 425.1185. “Mezzanine capital” is “[c]apital consisting of unsecured, high-yielding loans that are subordinate to bank loans and secured loans but rank above equity,” specifically, “a hybrid of debt and equity financing that gives the lender a right to convert debt into equity in the event of default.” BLACK’S LAW DICTIONARY (12th ed. 2024) (“Capital”). 4 Zaheer recounted that she first met Choudhri in 2018. She had had a personal

relationship with him that was “on and off.” Their business relationship was “still

current”; she was his lender. Naissance Galleria had loaned $16.1 million to Galleria

2425 JVC, LLC, an entity in which Choudhri has an interest, possibly a controlling

interest.

In July 2022, Galleria 2425 JVC, LLC defaulted on the note, and Zaheer sent

a notice of default and demand for payment. Choudhri, in response, demanded that

Zaheer “cease and desist” from acting on behalf of Naissance Galleria and NCRE,

claiming that Zaheer had “irrevocably assigned” her authority to Choudhri and that

Choudhri was the sole person authorized to act on behalf of NCRE and Naissance

Galleria, as evidenced by the attached copy of the purported assignment.

Zaheer replied to Choudhri’s cease-and-desist letter that the purported

assignment was an “illegitimate document”; it was “falsified, altered, manipulated,”

and, as Choudhri knew, “a forgery.” Zaheer denied that she had ever assigned any

managing member rights of Naissance Galleria or NCRE to Choudhri. She noted

that instead of a date, the purported assignment attached to the cease-and-desist letter

stated, “July [blank], 2020,” and that no exhibit A was attached to it. In contrast, the

purported assignment attached to Naissance Galleria’s petition and request for a

temporary restraining order in this case did have an exhibit A attached. The first time

5 she saw the amended and restated agreement was when she was served with

Naissance Galleria’s petition.

Zaheer noted certain irregularities in the amended and restated agreement

attached as exhibit A to the purported assignment. She referred to emails showing

that an amended and restated company agreement for Naissance Galleria had been

drafted, but that as of January 27, 2021, there was no final version. The latest draft

that Zaheer had received showed that it was document number 63247781.4, showing

that it was version 4. The one included with Naissance Galleria’s petition and request

for temporary restraining order, attached as exhibit A to the purported assignment,

showed that it was document number 63247781.3, which she explained was version

3, the prior draft.

Zaheer also noted that the actual signature page would have had the same

footer and document number as the rest of the document. But instead of being

numbered like the preceding page (page 23), the last page of exhibit A filed with

Naissance Galleria’s petition was not numbered; instead, it had “C-1” at the bottom.

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