Naissance Galleria, LLC v. Azeemeh Zaheer

Court of Appeals of Texas·Decided July 17, 2025·No. 01-23-00727-CV·Published

Opinion

Opinion issued July 17, 2025.

In The

Court of Appeals

For The

First District of Texas

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 granting the temporary injunction.

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

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

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”).

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

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.

The initials on the first few pages looked “similar” to how Zaheer wrote her initials. But they were all different and she did not remember initialing that document at all. And the handwritten initials on the last page did not look like her initials. Zaheer believed it was a fabricated document.

Zaheer testified that the Bank of Kuwait was Naissance Galleria’s senior lender, and Naissance Galleria owed it about $52 million. According to Zaheer, the ownership dispute was hampering her operation of Naissance Galleria and she was concerned that Naissance Galleria was incurring liabilities by doing business through Choudhri. She was also concerned that Galleria 2425 JVC, LLC would “magically wipe away” the $16 million debt it owed Naissance Galleria.

Choudhri testified that Naissance Galleria was one of two lenders that Galleria 2425 JVC, LLC used for the purchase of a building in Harris County, Texas. The transaction closed in May 2018.

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