Ed Monce v. Christopher Majka, Tressa Majka, and Esplanade Investments, LLC

NUMBER 13-25-00313-CV COURT OF APPEALS THIRTEENTH DISTRICT OF TEXAS CORPUS CHRISTI – EDINBURG ED MONCE, Appellant, v. CHRISTOPHER MAJKA, TRESSA MAJKA, AND ESPLANADE INVESTMENTS, LLC, Appellees. ON APPEAL FROM THE COUNTY COURT AT LAW NO. 1 OF NUECES COUNTY, TEXAS MEMORANDUM OPINION Before Justices Silva, Peña, and West Memorandum Opinion by Justice Silva  Appellant Ed Monce appeals the trial court’s interlocutory order granting a temporary injunction in favor of appellees Christopher Majka, Tressa Majka, and Esplanade Investments, LCC (Esplanade). 1 By three issues, Monce argues that the trial court abused its discretion in granting the temporary injunction because (1) the temporary injunction order did not set the matter for a trial on the merits; (2) appellees failed to establish the legal elements for injunctive relief; and (3) the temporary injunction order awarded the ultimate relief sought in the lawsuit. We reverse in part, affirm in part, and remand. I. BACKGROUND On October 23, 2024, appellees filed their combined fourth amended original petition and fourth amended petition for declaratory relief (the fourth petition) raising various claims against DAS-Alliance Group LLC (DASAG), DASAG OTN SF LLC (OTN), DAS Global Holdings LLC (Global), DAS Alliance Capital Holdings LLC (Alliance), DASAG 5 Retreat Vista Lake LLC (DASAG 5), IM Home Companies LLC (IMH), Monce, Eric Jones, Jeffrey Rosen, and Enrico Scolari (collectively referred to as the defendants). The fourth petition identified Tressa as the president of Esplanade, as well as a manager and member of IMH. It also identified Monce as a manager and member of IMH, and as a manager of DASAG, OTN, DASAG 5 and Global. Appellees raised several causes of action against the defendants, including fraud in the inducement, breach of contract, conversion, and breach of fiduciary duties. In addition, appellees sought an order compelling the production of books and records from 1 Because Christopher and Tressa share a surname, we will refer to each individually by their first names. 2 DASAG 5, OTN, and IMH pursuant to the Texas Business Organizations Code. See TEX. BUS. ORGS. CODE §§ 101.502–.503. Furthermore, appellees sought declaratory relief “with regard to production of books and records, and . . . the scope of the indemnity owed to [appellees] (as [m]anager and members).” Appellees requested “[c]ompensatory, actual, consequential, restitution, and disgorgement damages,” exemplary damages, pre- judgment and post-judgment interest, and reasonable attorneys’ fees and costs. Appellees also requested a temporary restraining order, temporary injunction, and a permanent injunction. Appellees further requested declaratory relief “with regard to production of books and records” and “Esplanade’s status as member of [OTN].” Appellees specifically alleged that IMH was formed on April 29, 2021, and that Tressa, Monce, Rosen, Rehan Hasan, John Thomas, Thomas Hinson, and Brandon Pehrson signed an operating agreement for IMH “all in their individual capacity” on May 12, 2021. According to the fourth petition, IMH conducts all its business through its managers, “per the operating agreement.” Tressa and Monce were confirmed as managers and members for IMH; Hinson, Thomas, Pehrson, and Hasan were confirmed as members only for IMH. Appellees alleged that Tressa was falsely promised by multiple defendants, including Monce, “the contribution of DASAG [a]ssets as consideration for the formation of IMH.” Appellees pleaded that the Majkas “made substantial investments in and loans to” IMH, including a $2,000,000.00 loan to IMH guaranteed by Monce. Appellees alleged in particular that IMH entered into a “first amended” promissory note in 2021, which “evidenced” IMH’s obligation to pay “the $2,000,000 principal amount of loan from [the Majkas].” Appellees alleged that this promissory note was signed by Monce as a 3 guarantor. Appellees also alleged a “second amended” promissory note was entered in 2023 after IMH defaulted on the “first amended” promissory note. The “second amended” promissory note was also personally guaranteed by Monce. Appellees alleged that “all obligated Defendants have refused to pay and are in default” of both promissory notes. Appellees further alleged that they had “been effectively shut-out of all active operations and decision-making for [IMH]—mostly by being kept in the dark regarding real-time information about [IMH] (its financial conditions and business activity),” and had “been unable to obtain copies of important financial documents relating to [IMH]” for “a substantial period” of time. On November 13, 2024, appellees filed their combined fifth amended original petition and fifth amended petition for declaratory relief (fifth petition) which appeared to name Hinson, Thomas, Pehrson, and Hasan as additional defendants. The fifth petition included, among other things, additional requests for declaratory relief with regard to “who are Members of [IMH],” “compliance with all provisions of Article XIII of the [IMH] [o]perating [a]greement (April 2021),” “any transfer of Member’s interest is void,” and “compliance with Article XII.” On January 22, 2025, the appellees filed their “Verified Application for Temporary Restraining Order, and Temporary Injunction (Governance)” (application). The application alleged that two resolutions were approved by a majority vote of IMH members on January 2, 2025, and June 28, 2024. The application alleged that the January 2, 2025 resolution required: 1) IMH Members’ full access to and cooperation from IMH employees (3.1); 2) IMH management’s weekly preparation and distribution to IMH 4  Members of a weekly report (3.2 and 3.3); 3) IMH Members’ on-line access to all IMH bank/financial accounts (3.5); 4) IMH Members’ on-line access to IMH’s accounting software (Sage), without restrictions or limitations (4.1 and 4.3); 5) IMH expenditures, transfers, and withdrawals of funds in excess of $5,000.00 shall require written approval by majority of Members or Managers (7.1, 7.4); and 6) IMH debit and credit card use is prohibited (8.4, 9.1, 9.2, and 9.3), and all reimbursement for expenses shall be through expense accounts only to control/limit IMH expenditures and obligations (9.4, 10.1 – 10.4). The application further alleged that the June 28, 2024 resolution required that “prior to [IMH] or its affiliated companies entering into any property purchase and sale agreement and delivering a purchase deposit for each project, the investment committee must give formal approval of the purchase and its terms.” The application alleged that “[f]or some time after formation, the framework set forth in the [resolutions] were status quo” and that appellees “merely seek to preserve the [status quo], as it existed in the immediate aftermath of forming [IMH] (and as confirmed by [the resolutions])”. The application further alleged Monce had been: actively interfering with [appellees’] right to IMH financial and other information from IMH employees, refusing [appellees’] right to weekly IMH financial and other information, refusing [appellees’] right to data readily accessible by on-line review of IMH bank/financial records and Sage accounting records, spending/transferring/diverting/withdrawing sums of money in excess of $5,000.00 for his personal benefit (not for the benefit of IMH); using IMH debit and/or credit cards for personal benefit; and entering into Purchase and Sale Agreements (including making of deposits) – all such conduct for [Monce’s] personal gain rather than for the benefit of IMH (and in violation of IMH Resolutions). Such actions create significant risk to IMH and [appellees’] investments and are contrary to the interest of IMH and its Members (including [appellees]). The requested [temporary restraining order] and [temporary injunction] will prevent imminent, 5  irreparable harm that is being caused presently by [Monce] to IMH and its Members (including [appellees]). Specifically, the application requested the trial court to issue a temporary restraining order and temporary injunction enjoining Monce “and those acting in concert with [Monce]” from: 1) refusing or limiting IMH Members’ access to and cooperation from IMH’s employees; 2) refusing or limiting distribution of IMH weekly information and reports to IMH Members (per sections 3.2 and 3.3 of the Resolution (Jan 2)); 3) refusing or limiting IMH Members’ on-line access to IMH (including IMH related/subsidiary/affiliated companies) bank/financial accounts and Sage data (but rather shall facilitate IMH Members’ on-line access); 4) spending, transferring, diverting, or withdrawing IMH’s funds (including IMH related/subsidiary/affiliated companies’ funds) in excess of $5,000.00 without written approval from a majority of IMH Members or from a majority of IMH Managers; 5) using any IMH (including IMH related/subsidiary/affiliated companies) debit or credit card (although reimbursements pursuant to Resolution (Jan. 2), sections 9.4 and 10.1 – 10.4, for expenses incurred on a personal credit card shall not be construed as a violation of the injunctive relief granted herewith); 6) proceeding with any purchase or sale of real property (including but not limited to Hilton Head Apartments, and/or sale of any subscription or other interest in IMH projects (e.g., 4800 Lofts)), or diverting opportunities for same to new or other companies, without written approval from a majority of IMH Members or written approval from a majority of IMH Managers; and 7) pledging, hypothecating, mortgaging, or otherwise encumbering any IMH (including IMH related/subsidiary/affiliated companies) real property interest, project (including sale of any subscription interest), or thing of value, without written approval from a majority of IMH Members or written approval from a majority of IMH Managers[.] 6  Appellees argued in their application that if Monce was not enjoined, Tressa would suffer from the “denial of [her] basic rights of ownership in IMH; denial of [her] basic right of management as Manager of IMH; denial of basic rights to information required to exercise management rights; and the denial of rights as IMH Member and IMH Manager to protect interests in real property.” The application contained nine exhibits, including a December 21, 2024 “Notice of Meeting” for IMH members; minutes from a January 2, 2025 IMH member meeting; minutes from a June 28, 2024 IMH member meeting; a copy of the trial court’s May 29, 2024 temporary restraining order; a Rule 11 agreement signed by appellees and Monce filed on June 25, 2024; copies of the trial court’s dual September 4, 2024 agreed orders requiring Monce to produce certain bank statements to the Majkas; and a copy of the trial court’s October 31, 2024 temporary restraining order. On the same day appellees filed their application, the trial court held a hearing on their request for a temporary restraining order. No evidence or sworn witness testimony was admitted at the hearing. However, the trial court signed an eleven-page temporary restraining order which contained findings. On January 27, 2025, Monce, Global, and DASAG filed their “Emergency Motion to Modify Temporary Restraining Order,” seeking a modification of the trial court’s January 22, 2025 temporary restraining order. Specifically, the emergency motion requested the removal of findings in the order pertaining to the ownership of IMH and the effect of corporate meetings and resolutions. On February 5, 2025, appellees filed their “Emergency Motion to Extend Temporary Restraining Order.” On the same day, the trial court entered its “Order Extending Temporary Restraining Order,” which extended the expiration date of the trial court’s 7 January 22, 2025 temporary restraining order to February 19, 2025 “or upon the date of the temporary injunction hearing[,] whichever occurs first.” On February 11, 2025, the trial court entered its six-page “Modified Temporary Restraining Order” (MTRO). In the MTRO, the Court found “there is agreement as between counsel for [appellees], on the one hand, and [Monce], on the other hand, to the modification of the Temporary Restraining [Order] signed January 22, 2025.” In the MTRO, the trial court made findings concerning the evidence that established appellees’ probable right to relief for the MTRO. The MTRO ordered “Monce, IMH employees, and all those acting in concert with [Monce], shall fully comply with all terms, conditions, and provisions of” the June 28, 2024 and January 2, 2025 resolutions. It further enjoined “Monce, IMH employees, and all those acting in concert with [Monce]” from the seven listed actions referenced in appellees’ application. The trial court conducted two evidentiary hearings on March 20, 2025, and May 7, 2025, regarding appellees’ request for a temporary injunction. Monce was the sole witness that testified, and over 2,000 pages of documentary evidence was admitted into evidence. 2 On May 16, 2025, the trial court entered its order granting temporary injunction. The trial court stated in the order that it had considered “the [a]pplication, [appellees’] petition on file, all the parties’ pleadings and parties’ responses thereto, the evidence submitted, arguments of counsel, legal authorities, and the agreement(s) of the parties (if any).” In the order, the trial court found, among other things, that “there is evidence of a 2 We discuss in further detail below the evidence and testimony adduced at the hearings on appellees’ request for temporary injunction that are relevant to the issues on appeal. 8 probable right to relief on the claims and causes of action pleaded by [appellees] in this matter”; that “loss of management rights in a company constitutes irreparable injury”; and that “if [Monce] and those acting in concert with [Monce] are not restrained, [appellees] will be irreparably harmed by the loss of management rights in [IMH] and its related companies.” The trial court further made findings regarding what evidence it found was “sufficient to establish a probable right to recovery for entry” of the temporary injunction. The order enjoined “Monce, and all those acting in concert with [Monce] (including their employees, agents, and representatives)” from: 1) refusing or limiting IMH Members’ access to and cooperation from IMH’s employees; 2) refusing or limiting distribution of IMH and/or IMH Related Companies’ weekly information and reports to IMH Members (per sections 3.2 and 3.3 of the Resolution (Jan 2)); 3) refusing or limiting IMH Members’ on-line access to IMH (including IMH related companies) bank/financial accounts and Sage data (but rather shall facilitate IMH Members’ on-line access to same); 4) spending, transferring, diverting, or withdrawing IMH’s funds (including IMH Related Companies’ funds) in excess of $5,000.00 without written approval from a majority of IMH Members (which sufficient evidence has shown to be [Tressa]) or written approval from a majority of IMH Managers; 5) using any IMH (including IMH Related companies) debit or credit card (although reimbursements pursuant to Resolution (Jan. 2), sections 9.4 and 10.1 – 10.4, for expenses incurred on a personal credit card shall not be construed as a violation of the injunctive relief granted herewith); 6) proceeding with any purchase or sale of real property or diverting opportunities for same to new or other person(s)/companies, without written approval from a majority of IMH Members (which sufficient evidence has shown to be [Tressa]) or written approval from a majority of IMH Managers; and 7) pledging, hypothecating, mortgaging, or otherwise encumbering any 9  IMH (including IMH Related Companies) real property interest, project interest (including sale of any subscription interest, Tenant-in-Common interest, or other), or thing of value, without written approval from a majority of IMH Members (now found to be [Tressa]) or written approval from a majority of IMH Managers[.] The order also contained the following: This appeal ensued. II. STANDARD OF REVIEW AND APPLICABLE LAW “A temporary injunction’s purpose is to preserve the status quo of the litigation’s subject matter pending a trial on the merits.” Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002). The status quo is “the last, actual, peaceable, non-contested status which preceded the pending controversy.” In re Newton, 146 S.W.3d 648, 651 (Tex. 2004) (quoting Janus Films, Inc. v. City of Fort Worth, 358 S.W.2d 589, 589 (Tex. 1962)). “An injunction can restrain a party from a course of conduct that is otherwise within its legal rights to pursue, or it can mandate action and force a party to engage in a course of conduct it may otherwise choose not to pursue.” Harley Channelview Props., LLC v. Harley Marine Gulf, LLC, 690 S.W.3d 32, 37 (Tex. 2024). Generally, a temporary injunction is an “extraordinary remedy,” and accordingly, it “does not issue as a matter of right.” Abbott v. Anti-Defamation League Austin, Sw., & Texoma Regions, 610 S.W.3d 911, 916 (Tex. 2020) (quoting Walling v. Metcalfe, 863 S.W.2d 56, 57 (Tex. 1993) (per curiam)). To obtain a temporary injunction, an applicant 10 must “plead and prove three specific elements: (1) a cause of action against the defendant; (2) a probable right to the relief sought; and (3) a probable, imminent, and irreparable injury in the interim.” Abbott v. Harris County, 672 S.W.3d 1, 8 (Tex. 2023) (quoting Butnaru, 84 S.W.3d at 204). “Because an injunction is an equitable remedy, a trial court weighs the respective conveniences and hardships of the parties and balances the equities.” Graham Mortg. Corp. v. Hall, 307 S.W.3d 472, 477–78 (Tex. App.—Dallas 2010, no pet.); see also TEX. R. CIV. P. 693 (“principles . . . of equity shall govern proceedings in injunctions when the same are not in conflict with these rules or the provisions of the statutes”). The applicant is not required to establish that he will prevail at trial in order to be entitled to injunctive relief. Clark v. Clark, 638 S.W.3d 829, 840 (Tex. App.—Houston [14th Dist.] 2021, no pet.) (citing Walling, 863 S.W.2d at 58)). Rather, to show a probable right to relief, the applicant must allege a cause of action and present evidence that tends to sustain it. Fuentes v. Fuentes, 656 S.W.3d 703, 711 (Tex. App.—El Paso 2022, no pet.). “This requires the applicant to produce some evidence supporting every element of at least one valid legal theory.” 31 Holdings I, LLC v. Argonaut Ins. Co., 640 S.W.3d 915, 923 (Tex. App.—Dallas 2022, no pet.); see also Walling, 863 S.W.2d at 57 (rejecting the proposition that a party seeking a temporary injunction must (a) demonstrate a cause of action that entitles them to the final relief they seek by injunction, or (b) show the cause of action is sufficiently related to the temporary equitable relief the party seeks to support a temporary injunction). In addition, “[a]n injury is irreparable if the injured party’s damages cannot be measured by any certain pecuniary standard or cannot be adequately compensated in damages.” Fuentes, 656 S.W.3d at 711 (citing Butnaru, 84 S.W.3d at 11 204); see also Marketshare Telecom, L.L.C. v. Ericsson, Inc., 198 S.W.3d 908, 925 (Tex. App.—Dallas 2006, no pet.) (“A trial court abuses its discretion in granting a temporary injunction unless ‘it is clearly established by the facts that one seeking such relief is threatened with an actual irreparable injury if the injunction is not granted.’” (quoting Markel v. World Flight, Inc., 938 S.W.2d 74, 80 (Tex. App.—San Antonio 1996, no pet.))). If any one of these required showings is lacking, the injunction should be reversed on appeal. Harris County, 672 S.W.3d at 8. We review an order granting a temporary injunction for an abuse of discretion. Anti- Defamation League Austin, 610 S.W.3d at 916; Walling, 863 S.W.2d at 58. The trial court has broad discretion to either deny or grant a temporary injunction. Butnaru, 84 S.W.3d at 204. “No abuse of discretion exists if some evidence reasonably supports the court’s ruling.” Henry v. Cox, 520 S.W.3d 28, 34 (Tex. 2017) (citing Butnaru, 84 S.W.3d at 211). A trial court abuses its discretion by misapplying the law to the facts or by granting a temporary injunction that is not reasonably supported by evidence. Marketshare Telecom, L.L.C., 198 S.W.3d at 916. “We limit the scope of our review to the validity of the order, without reviewing or deciding the underlying merits, and will not disturb the order unless it is so arbitrary that it exceeds the bounds of reasonable discretion.” Henry, 520 S.W.3d at 33–34 (citation modified) (quoting Butnaru, 84 S.W.3d at 204). When reviewing the particulars of a temporary injunction, we are not limited to the reasons stated by the trial court or its findings of fact or conclusions of law. See Bayport Polymers LLC v. CB&I LLC, 699 S.W.3d 626, 633 (Tex. App.—Houston [14th Dist.] 2024, no pet.); Hsin-Chi-Su v. Vantage Drilling Co., 474 S.W.3d 284, 298 (Tex. App.—Houston [14th Dist. 2015, pet. denied). We review all the evidence in the light most favorable to 12 the trial court’s ruling and indulge all reasonable inferences in favor of the decision. Bayport Polymers LLC, 699 S.W.3d at 633. “If such a review of the evidence will support any findings of fact that would, in turn, support the trial court’s judgment, those findings are implied in the judgment, itself.” Hsin-Chi-Su, 474 S.W.3d at 298 (citation modified). “Because a trial court cannot abuse its discretion in reaching a correct result for the wrong reasons, we will uphold a trial court’s order reviewed under the abuse-of-discretion standard on any ground supported by the record.” Id. Moreover, this appeal, as discussed more fully below, involves the interpretation of operating agreements of a limited liability company formed under Delaware law. Delaware law controls the interpretation of these operating agreements. See 6 Del. Code § 18-1101(i); Sandt v. Energy Maint. Servs. Grp. I, LLC, 534 S.W.3d 626, 635 (Tex. App.— Houston [1st Dist.] 2017, pet. denied). “[I]t is the express policy of Delaware’s limited liability company statute ‘to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’” Sandt, 534 S.W.3d at 635 (quoting 6 Del. Code § 18-1101(b)). “A member’s rights begin and end with the company agreement; once the agreement is executed, a member ‘can be virtually certain that the agreement will be enforced in accordance with its terms.’” Id. (quoting Walker v. Res. Dev. Co., 791 A.2d 799, 813 (Del. Ch. 2000)). “When interpreting the provisions of a limited liability company agreement, ordinary contract interpretation rules apply; the court’s role is to effect the parties’ intent based on the plain meaning of the agreement’s terms.” Id. (first citing Zimmerman v. Crothall, 62 A.3d 676, 690–91 (Del. Ch. 2013); and then citing Senior Tour Players 207 Mgmt. Co. v. Golftown 207 Holding Co., 853 A.2d 124, 127 (Del. Ch. 2004)). 13  Under Delaware law, contracts “should be read as a whole, with terms given their plain, ordinary, and generally accepted meaning, and with each term given effect so as not to render recitations meaningless or mere surplusage.” Strebel v. Wimberly, 371 S.W.3d 267, 277 (Tex. App.—Houston [1st Dist.] 2012, pet. denied). “Words used by the parties in a technical sense or which have become terms of art through routine usage in a particular context should be construed consistent with that usage.” Sandt, 534 S.W.3d at 636 (citing Majkowski v. Am. Imaging Mgmt. Servs., 913 A.2d 572, 588–89 (Del. Ch. 2006) (interpreting phrase “indemnify and hold harmless” in accord with its well- established legal meaning)). A court cannot rewrite or add omitted provisions in the guise of interpreting a contract. Cincinnati SMSA Ltd. P’ship v. Cincinnati Bell Cellular Sys. Co., 708 A.2d 989, 992 (Del. 1998). III. ANALYSIS A. Trial setting In his first issue, Monce argues that the trial court’s May 16, 2025, order granting temporary injunction failed to comply with Texas Rule of Civil Procedure 683 because it “failed to set the matter for trial on the ultimate relief sought.” See TEX. R. CIV. P. 683. Rule 683 requires that all orders granting a temporary injunction include an order setting the cause for trial on the merits. Id.; see Qwest Commc’ns Corp. v. AT & T Corp., 24 S.W.3d 334, 337 (Tex. 2000); see also EOG Resources, Inc. v. Gutierrez, 75 S.W.3d 50, 52 (Tex. App.—San Antonio 2002, no pet.). The reason for requiring that an injunction order include a trial date is to prevent the temporary injunction from effectively becoming permanent. See EOG Resources, 75 S.W.3d at 53. The requirements of Rule 683 are mandatory and must be strictly followed. See Qwest Commc’ns Corp., 24 S.W.3d at 337. 14 Failure of the order to meet the requirements of Rule 683 renders the order fatally defective and void, whether specifically raised by point of error or not. See Indep. Capital Mgmt., L.L.C. v. Collins, 261 S.W.3d 792, 795 (Tex. App.—Dallas 2008, no pet.); EOG Resources, 75 S.W.3d at 53. Failure to include a date setting the case for trial on the merits mandates dissolution of the injunction. See Qwest Commc’ns Corp., 24 S.W.3d at 337. As shown above, the May 16, 2025 order set the matter for trial for 2026, but did not contain a month or day in the fill-in-the-blank space. While this appeal was pending, the appellate record was supplemented with the trial court’s September 24, 2025 signed order granting temporary injunction nunc pro tunc, which was virtually identical to its May 16, 2025 order. However, the September 24, 2025 order set the cause for trial on the merits for February 9, 2026. Texas Rule of Appellate Procedure 29.5 anticipates that a trial court may make further orders “while an appeal from an interlocutory order is pending.” TEX. R. APP. P. 29.5 (“While an appeal from an interlocutory order is pending, the trial court retains jurisdiction of the case and unless prohibited by statute may make further orders, including one dissolving the order complained of on appeal.”). “The trial court’s “further orders” may include replacing an earlier, defective temporary injunction order with an amended order that corrects the earlier order’s defects.” 101 Lexington Tower, LLC v. 830 N. St. Mary’s Hotel, Ltd., 678 S.W.3d 291, 296 (Tex. App.—San Antonio 2023, no pet.); see also Tanguy v. Laux, 259 S.W.3d 851, 855 (Tex. App.—Houston [1st Dist.] 2008, no pet.) (“We conclude that the trial court’s actions in dissolving the August Order and replacing it with the December Order do not interfere with or impair our jurisdiction or 15 the effectiveness of the relief sought in the appeal because Tanguy’s appellate challenges concerning the substance of the injunction remain alive, despite the trial court’s orders, because the two injunctions are substantively the same.”); Chin Tuo Chen v. Braxton, No. 06-09-00088-CV, 2010 WL 99064, at *1 (Tex. App.—Texarkana Jan. 13, 2010, no pet.) (mem. op.) (“We conclude that the trial court had authority to enter the amended temporary injunction correcting the Rule 683 deficiencies.”); Nexus Fuels, Inc. v. Hall, No. 05-98-02147-CV, 1999 WL 993929, at *2 (Tex. App.—Dallas Nov. 1, 1999, no pet.) (mem. op.) (“The amended order does nothing more than bring the temporary injunction into compliance with [R]ule 683 of the rules of civil procedure.”). To the extent that the trial court’s May 16, 2025 order was defective for failing to contain a specific date setting the cause for trial, we hold that the September 24, 2025 order corrected that defect. See 101 Lexington Tower, LLC, 678 S.W.3d at 296; Tanguy, 259 S.W.3d at 855. Accordingly, we overrule Monce’s first issue and proceed to review the trial court’s September 24, 2025 temporary injunction order to determine whether the trial court abused its discretion in granting the order. B. Elements of Injunctive Relief In his second issue, Monce argues that appellees failed to establish the legal elements of injunctive relief. Specifically, Monce raises two sub-issues, which we address in turn. 1. Cause of Action and Probable Right to Relief. In his first sub-issue, Monce argues appellees failed to present evidence establishing a probable right to relief on any cause of action. We disagree. In their fifth petition, appellees pleaded, among other things, a breach of contract 16 claim against Monce for his alleged default of a $2,000,000 promissory note that he had personally guaranteed. “To prevail on a breach of contract claim, a party must establish the following elements: (1) a valid contract existed between the plaintiff and the defendant; (2) the plaintiff tendered performance or was excused from doing so; (3) the defendant breached the terms of the contract; and (4) the plaintiff sustained damages as a result of the defendant’s breach.” Atrium Med. Ctr., LP v. Hou. Red C LLC, 546 S.W.3d 305, 311–12 (Tex. App.—Houston [1st Dist.] 2017), aff’d, 595 S.W.3d 188 (Tex. 2020) (citing West v. Triple B Servs., LLP, 264 S.W.3d 440, 446 (Tex. App.—Houston [14th Dist.] 2008, no pet.)). “A breach occurs when a party fails or refuses to do something he has promised to do.” Id. (citing West, 264 S.W.3d at 446). The following exchange occurred at the May 7, 2025 hearing for appellees’ request for a temporary injunction: [Appellees’ Counsel]: [B]ack in 2021 [the Majkas] loaned to IMH and you as guarantor $1,000,000 plus another $1,000,000; is that right? [Monce]: To me personally? [Appellees’ Counsel]: Yeah. [$]1,000,000 plus $1,000,000, two different loans for a total of $2,000,000 back in 2021, right? [Monce]: No, not to me personally. [Appellees’ Counsel]: Well, they loaned it to IMH, and you guaranteed it? [Monce]: Correct. [Appellees’ Counsel]: Okay. And you know that’s a subject of a pending motion for summary judgment as against you, correct, on the guaranties? [Monce]: In this action here? [Appellees’ Counsel]: Yes. You know they would like you to perform on the guaranty and—which was for the [$]2,000,000 17  principle, correct? [Monce]: Yeah, the backing up to the IMH, yes. [Appellees’ Counsel]: Okay. And . . . I know it’s been extended; but originally the term of the loan back in 2021 was for six months, right? [Monce]: I don’t remember the terms of the note, but it was an accelerated short-term note, yes. [Appellees’ Counsel]: Okay. That’s fair enough. And then you know it was extended until 2023. [Monce]: Again, don’t remember all the details of the note, but the answer is probably yes. [Appellees’ Counsel]: Okay. And—and at least for the years—even though it was a short-term note, using your term, your—your verbiage—for 2021, 2022, and 2023 no payments were ever made, right? [Monce]: That is correct, yes. Based on Monce’s testimony above, we hold that appellees presented evidence that tended to sustain its breach of contract claim against Monce concerning his default of the $2,000,000 promissory note that he personally guaranteed. See Fuentes, 656 S.W.3d at 711; 31 Holdings I, LLC, 640 S.W.3d at 923. Consequently, we hold appellees pleaded and proved a cause of action against Monce and probable right to the relief of that cause of action. See Abbott, 672 S.W.3d at 8. In addition, Monce argues that the temporary injunction order “fails to describe in reasonable detail a valid cause of action that would support a probable right to relief.” Rule 683 requires that an injunctive order “set forth the reasons for its issuance.” TEX. R. CIV. P. 683. “The Texas Supreme Court has held that Rule 683 mandates that a trial court granting a temporary injunction must explain in the order its reasons for believing that the applicant 18 has shown that it will suffer injury if interlocutory relief is not granted but does not require the trial court to provide reasons for believing that the applicant has shown a probable right to final relief.” Intercontinental Terminals Co., LLC v. Vopak N. Am., Inc., 354 S.W.3d 887, 899 (Tex. App.—Houston [1st Dist.] 2011, no pet.) (first citing State v. Cook United, Inc., 464 S.W.2d 105, 106 (Tex.1971); and then citing Transport Co. of Tex. v. Robertson Transports Inc., 261 S.W.2d 549, 552 (1953)). “An explanation of the pending harm to the temporary injunction applicant, along with a specific recitation of the conduct enjoined, is all that is necessary to achieve Rule 683’s purpose: ‘to inform a party just what he is enjoined from doing and the reasons why he is so enjoined.’” Id. (quoting Transport Co. of Tex., 261 S.W.2d at 552). Accordingly, we hold the trial court did not err when it did not describe in detail a valid cause of action that would support a probable right to relief in its temporary injunction order. Elsewhere in his brief, Monce argues that the trial court abused its discretion by failing to adequately state the reasons for injunctive relief. We disagree. As shown above, the trial court expressly stated the reasons for the temporary injunctions’ issuance— namely, that “if [Monce] and those acting in concert with [Monce] are not restrained, [appellees] will be irreparably harmed by the loss of management rights in [IMH] and its related companies.” We conclude the temporary injunction order complies with Rule 683. See id.; TEX. R. CIV. P. 683. We overrule Monce’s second issue. 2. Inadequate Remedy at Law In his second sub-issue, Monce argues appellees failed to present evidence establishing an inadequate remedy at law. Specifically, Monce argues that appellees 19 “failed to establish that they cannot be adequately compensated in damages or that damages cannot be measured by any certain pecuniary standard.” Appellees argued in their application that Tressa’s ownership and management rights, as well as her “rights as IMH Member and IMH Manager to protect interests in real property,” would suffer imminent and irreparable harm if the trial court did not enjoin Monce from refusing to abide by the June 28, 2024 and January 2, 2025 resolutions. “The loss of management rights over a company are unique, irreplaceable, and cannot be measured by any certain pecuniary standard.” Cheniere Energy, Inc. v. Parallax Enters. LLC, 585 S.W.3d 70, 83 & n.9 (Tex. App.—Houston [14th Dist.] 2019, pet. dism’d) (citation modified). Accordingly, “a trial court may grant injunctive relief . . . when the enjoined conduct interferes with management rights.” Powell v. Baker, No. 04-22-00653-CV, 2023 WL 5418810, at *5 (Tex. App.—San Antonio Aug. 23, 2023, no pet.) (citing Sonwalkar v. St. Luke’s Sugar Land P’ship, L.L.P., 394 S.W.3d 186, 199 (Tex. App.—Houston [1st Dist.] 2012, no pet.) (noting injunctive relief may be granted “when the enjoined conduct threatens to disrupt an ongoing business”)). As shown above, appellees sought a temporary injunction to preserve the status quo that “once allowed the checks and balances embodied” in the June 28, 2024 and January 2, 2025 resolutions that were purportedly passed by a majority vote of IMH members. Appellees also claimed in their application that “for some time after [IMH’s] formation, the framework set forth in the [resolutions] were status quo.” Our determination in whether appellees proved an irreparable injury requires this Court to examine whether there was evidence that the resolutions were indeed passed by a “Member Majority Vote,” or that the resolutions’ “framework” existed prior to their purported passage. 20  According to Monce’s testimony, the original IMH operating agreement was signed on May 12, 2021 (May OA) and an “adopted operating agreement” was signed on September 9, 2021 (September OA). Both operating agreements were admitted as evidence. The May OA contained handwritten signatures: Monce, Tressa, and Thomas signed the May OA as managers and members; Hasan, Rosen, Hinson, and Pehrson signed as members. All persons signed in their individual capacity. Nothing in the May OA itself indicates the date any of the signatures were affixed to the document. In contrast, the September OA was electronically signed by Monce, Tressa, and Thomas as managers and members. Hinson and Pehrson electronically signed it as members. However, Monce electronically signed the September OA as a member on behalf of DASAG. The September OA contained no signature—electronic or handwritten—by Rosen or Hasan. Like the May OA, nothing in the September OA itself indicates the date by which any of the electronic signatures were made. Both operating agreements indicate IMH is a “Del