May 21, 2022

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Sale of 5 San Antonio-region dental clinics’ assets sales opportunities to fraud lawsuit towards Dallas consumer

The owners of 5 dental clinics in San Antonio and Schertz marketed the business property to a Dallas company in 2016 for $3.5 million.

But acquiring consumer KP-SA Administration and principal Thang “Kido” V. Pham to fork out has been like pulling tooth, say the sellers — organizations owned by dentists Scott and Diana Malone of San Antonio.

The Malone providers this week sued KP-SA Administration and Pham for fraud, conversion — the unauthorized getting of assets — and breach of deal in state District Courtroom in San Antonio.

The clinics function under the title Smiley Dental & Orthodontics.

Below phrases of the deal, KP-SA paid $300,000 up front and financed the remaining $3.2 million with the Malones. The purchase rate was comprised of practically $3.2 million in goodwill, $160,000 in accounts receivable, $100,000 in stock and $80,000 in fixtures and machines.

KP-SA should have compensated practically $3 million by now but has only paid $781,140, the lawsuit alleges. The plaintiffs are trying to get additional than $3.8 million in damages and curiosity.

The parties’ agreement grants the Malone businesses an instant correct to foreclose and acquire possession of the collateral on a default without heading to courtroom, the fit says.

In reaction to need letters and foreclosure notices, nonetheless, Pham “threatened to abscond and solution absent all collateral” so the plaintiffs would in no way come across it, the go well with provides.

“Mr. Pham has consistently built these threats and a short while ago has reiterated that he has no issue with emptying all accounts and hiding all the collateral and equipment of the dental procedures,” Scott Malone states in a declaration connected to the lawsuit.

To halt that from going on, the Malone businesses obtained a short term restraining order that helps prevent the defendants from distributing any earnings or getting rid of home furniture and gear from the practices.

It couldn’t be decided if Pham or his reps opposed the request for the get. He couldn’t be reached for remark Thursday. Austin legal professional John P. Ferguson, who signifies the Malone corporations, reported he could not remark with out his clients’ permission.

A listening to to prolong the buy until finally a demo is set for Jan. 24

The clinics, four in San Antonio and a single in Schertz, experienced operated either as M&M Orthodontics or U Way too Dental & Orthodontics prior to the asset sale to KP-SA.

A Malone partnership ongoing to very own the clinics’ authentic estate, so it has been KP-SA’s landlord.

The clinics were being rebranded as Smiley Dental & Orthodontics right after the asset sale closed. Another Dallas business, Smiley Dental Management Co., has managed the practices and gets 15 percent of the earnings, while KP-SA receives 85 per cent of the income, the suit suggests. Smiley Dental has 31 areas in Texas, its web site says.

Smiley Dental Management is owned by Pham’s ex-spouse, dentist Lynh Thy Pham, the fit claims. It also is a defendant in the match, accused of using possession of the Malone companies’ collateral and applying the collateral though they keep on being unpaid. She did not instantly reply to a ask for for remark.

In his declaration, Scott Malone said Thang Pham has threatened individual bankruptcy when pressed to make payments on the bank loan. KP-SA truly submitted for Chapter 11 in November 2017. The petition listed the Malone partnership as the largest unsecured creditor, owed $3.2 million.

Two months just after filing, KP-SA voluntarily dismissed its bankruptcy case. It didn’t want to continue on the case since it mentioned all issues with the landlord had been settled. In his declaration, Scott Malone claimed the bankruptcy was dismissed soon after he created a offer with KP-SA to postpone payments.

Meanwhile, KP-SA held an “exclusive very first option” to buy the clinics’ place of work buildings, in accordance to paperwork submitted with the lawsuit.

At some stage, Smiley Dental wished to obtain the five office environment buildings and a different that was not section of the 2016 deal, Malone says in his declaration. Immediately after Smiley Dental was not able to line up the money for the purchase, Malone moved to market the real estate to one more trader.

“When Kido located out I was advertising the genuine estate to anyone else, he threatened to consider me to courtroom and tie all the things up, as well as move all of the collateral and individuals to Smiley’s business on Fredericksburg Highway … exactly where I could not get it,” Malone claims.

The Malone partnership very last month bought its Schertz business office setting up, the Guadalupe County Appraisal District’s site demonstrates.

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