DOCUMENT 2

ELECTRONICALLY FILED
12/30/2022 5:33 PM
47-CV-2022-901399.00
CIRCUIT COURT OF
MADISON COUNTY, ALABAMA
DEBRA KIZER, CLERK
IN THE CIRCUIT COURT OF MADISON COUNTY, ALABAMA

REVELETTE ENTERPRISES, §
LLC, a Tennessee limited liability §
company, & JONATHAN’S §
GRILLE – CLIFT FARMS, LLC, §
an Alabama limited liability §
company, §
Plaintiffs, §
§
v. § Civil Action No.: ___________
§
CLIFT HOME PLACE, LLC, an §
Alabama limited liability company, §
& BRELAND COMPANIES, LLC, §
a Delaware limited liability §
company, §
Defendants. §

COMPLAINT

Plaintiffs Revelette Enterprises, LLC (“Revelette”) and Jonathan’s Grille – Clift

Farms, LLC (“Jonathan’s Grille,” and collectively with Revelette, the “Plaintiffs”), by and

through undersigned counsel, file this Complaint against Clift Home Place, LLC (“Clift

Home Place”) and Breland Companies, LLC (“Breland,” collectively with Clift Home

Place, the “Defendants”), and state as follows:

PARTIES
1. Plaintiff Revelette Enterprises, LLC is a Tennessee limited liability

company with its principal place of business in Brentwood, Tennessee.

2. Plaintiff Jonathan’s Grille – Clift Farms, LLC is an Alabama limited

liability company with its principal place of business in Madison, Alabama.

3. Defendant Clift Home Place, LLC is an Alabama limited liability company

with its principal place of business in Madison, Alabama.

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4. Defendant Breland Companies, LLC is a Delaware limited liability

company with its principal place of business in Madison, Alabama. Breland Companies,

LLC is the Manager of Clift Home Place, LLC.

JURISDICTION & VENUE

5. Jurisdiction is proper in this Court under Ala. Code § 12-11-30 because the

amount in controversy exceeds twenty thousand dollars ($20,000.00) exclusive of interests

and costs.

6. Venue is proper in this Court under Ala. Code § 6-3-7 because the real
property that is the subject of this action is situated in Madison County, Alabama.
GENERAL ALLEGATIONS
7. In late 2018 and early 2019, Plaintiffs and Defendants began negotiations

for the sale of real property located into the Clift Farms Development (the “Development”)

in Madison County, Alabama for the purpose of Plaintiffs owning and operating a

Jonathan’s Grille sports bar within the Development.

8. On or about March 31, 2019, Revelette, as Purchaser, entered into an

Agreement for the Purchase of Real Property with Clift Home Place, as Seller, for the

purchase of certain real property located in Madison County, Alabama. A true and correct

copy of the Agreement for the Purchase of Real Property (the “Purchase Sale Agreement”)
is attached hereto and incorporated herein as Exhibit 1.
9. Fuqua Development served as an agent for Defendants in the negotiation of

the Purchase Sale Agreement.

10. SRS Real Estate Partners also served as an agent for Defendants in the

negotiation of the Purchase Sale Agreement.

11. The Purchase Sale Agreement provided for a 90-day due diligence period

(the “Due Diligence Period”) during which time Revelette had the option to terminate the

agreement for any purpose in its sole discretion and not purchase the parcel. See Ex. 1, pp.

1-2, ¶¶ 4.1-4.4.

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12. The Due Diligence Period began on April 1, 2019 and ran through and

including June 30, 2019. See Ex. 1, p. 1, ¶ 4.1.

13. During the Due Diligence Period, Defendants advised Plaintiffs several

times that Defendants would not lease or sell land within the Development to a competing

sports bar, namely Walk-On’s Sports Bistreaux (the “Competing Sports Bar”).

14. First, Plaintiffs’ Owner Curt Revelette (“Mr. Revelette”) met with

Defendants’ Owner Louis Breland (“Mr. Breland”) in person at the Development, at which

time Mr. Breland agreed not to sell or lease land within the Development to the Competing

Sports Bar. During this same visit, Mr. Breland showed Mr. Revelette other developments

in the Huntsville area for Plaintiffs to consider for a second Huntsville-area Jonathan’s

Grille location – in addition to the Clift Farms’ location.

15. Defendants’ promise not to lease or sell land or space within the

Development to the Competing Sports Bar was also confirmed in writing on May 17, 2019

and on May 31, 2019 (the “Due Diligence Emails”). A true and correct copy of the Due

Diligence Emails are attached hereto and incorporated herein as Exhibit 2.

16. In reliance on Defendants’ representations and assurances, Revelette agreed

to complete its purchase of the property for Jonathan’s Grille to operate a location within

the Development.

17. On or about March 15, 2021, Plaintiffs contacted Defendants by email

regarding their concern that Defendants would lease or sell land to the Competing Sports

Bar within the Development.

18. On or about March 15, 2021, Defendants responded to Plaintiffs’ March

email informing Plaintiffs that Defendants would not lease or sell land to the Competing

Sports Bar within the Development. A true and correct copy of the March 15, 2021 email

correspondence is attached hereto and incorporated herein as Exhibit 3.

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19. In or around October 2022, Plaintiffs learned that the Competing Sports Bar

had announced that it would be opening a location within the Development, which was

announced on the Development’s website.

20. On or about November 2, 2022, Plaintiffs sent a letter to Defendants

regarding the announcement of the Competing Sports Bar being in direct conflict with the

parties’ agreement, to which Defendants never responded. A true and correct copy of

Plaintiffs’ November 2, 2022 letter is attached hereto and incorporated herein as Exhibit

4.

COUNT I: PROMISSORY FRAUD

(As to Both Defendants)
21. Plaintiffs adopt and incorporate paragraphs 1-20 as if fully alleged herein.

22. After entering into the Purchase Sale Agreement and during the Due

Diligence Period, Defendants contacted Plaintiffs and asked whether Defendants could

lease or sell land to the Competing Sports Bar for the operation of another sports bar within

the Development.

23. On May 17, 2019 and May 31, 2019, Defendants represented to Plaintiffs

that Defendants would not sell or lease land within the Development to the Competing

Sports Bar. See Ex. 2. This representation was false.

24. At the time of the misrepresentation, Defendants did not intend to uphold
its promise not to sell or lease land within the Development to the Competing Sports Bar.

25. In fact, Defendants made the misrepresentation with the intent to deceive

and induce Plaintiffs to proceed with purchasing the parcel.

26. The misrepresentation was material to the Plaintiffs decision to proceed

with purchasing the parcel in order to open a Jonathan’s Grille within the Development.

27. Plaintiffs reasonably relied upon Defendants’ promise that it would not sell

or lease to the Competing Sports Bar in deciding not to terminate the Purchase Sale

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Agreement, to proceed with purchasing the parcel, to invest in the property, and to

construct a Jonathan’s Grille on the property.

28. Plaintiffs have incurred damages as a proximate result of the Defendants’

promissory fraud, including but not limited to:

a. transaction costs;

b. escrow costs;

c. purchase price;

d. development fees;

e. taxes and permit costs;

f. investment costs;

g. renovation and build-out costs;

h. opportunity costs, lost income, and lost business opportunities;

i. lost time value of money;

j. legal and professional fees; and

k. other costs associated with the transaction.

COUNT II: BREACH OF EXPRESS CONTRACT

(As to Clift Home Place)
29. Plaintiffs adopt and incorporate paragraphs 1-20 as if fully alleged herein.

30. Revelette and Clift Home Place entered into an agreement for the purchase

of real property within the Development for Revelette to construct and operate a Jonathan’s

Grille. See Ex. 1, p. 1, ¶ B.

31. During the due diligence period, Revelette sought assurances from Clift

Home Place that no space or land within the Development would be leased or sold to the

Competing Sports Bar.

32. Clift Home Place told Plaintiffs that they would not lease or sell space or

land in the Development to the Competing Sports Bar. See Ex. 2.

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33. In consideration for Clift Home Place’s promise to exclude the Competing

Sports Bar from the Development, Revelette agreed to purchase the real property more

particularly described in Exhibit A-1 of Exhibit 1 in order to operate a Jonathan’s Grille

within the Development.

34. Revelette paid to Clift Home Place $1,189,188.00 to purchase the real

property, and $6,193.02 in transaction costs, on September 4, 2020.

35. In March 2021, Clift Home Place again confirmed to Plaintiffs that they

would not lease or sell space or land in the Development to the Competing Sports Bar. See

Ex. 3.

36. In October 2022, Revelette learned that the Competing Sports Bar

announced that it would be opening a location within the Development.

37. Clift Home Place breached its agreement not to lease or sell space or land

within the Development to the Competing Sports Bar.

38. Clift Home Place’s breach proximately caused Revelette to suffer damages,

including but not limited to:

a. $1,189,188.00 paid to purchase the real property;

b. $6,193.02 in transaction costs;

c. $2,842,548.00 in renovation/build out costs spent by Revelette to construct

and open Jonathan’s Grille’s Clift Farms location;

d. Future lost income for business lost by Jonathan’s Grille to the Competing

Sports Bar;

e. Lost opportunity costs for other business opportunities Revelette forwent in

order to purchase property within the Development, construct, and operate

Jonathan’s Grille’s Clift Farms location;

f. Lost time value of money; and

g. Attorneys’ fees and costs of bringing this action.

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COUNT III: FRAUDULENT MISREPRESENTATION

(As to Both Defendants)
39. Plaintiffs adopt and incorporate paragraphs 1-20 as if fully alleged herein.

40. After closing, Plaintiffs again sought assurances from Defendants that they

would not sell or lease land or space to the Competing Sports Bar within the Development.

41. On March 15, 2021, Defendants told Plaintiffs that Defendants had told the

competing sports bar “no” when the Competing Sports Bar asked about leasing or

purchasing land within the Development for the purpose of opening a sports bar. See Ex.

3. This representation was false.

42. The representation that Defendants “told [the Competing Sports Bar] no”

was a material fact which induced Plaintiffs to forgo taking legal action and to continue

investing in the Jonathan’s Grille Plaintiffs had constructed within the Development.

43. Plaintiffs reasonably relied upon Defendants’ representation that it had

“told [the Competing Sports Bar] no” in deciding not to take legal action at that time, and

to continue investing in the property.

44. Plaintiffs have been damaged as a proximate result of Defendants’

misrepresentation including but not limited to:

a. development fees;

b. investment costs;
c. further renovation and build-out costs;

d. lost opportunity costs;

e. lost income and business opportunities;

f. lost time value of money;

g. legal and professional fees; and

h. Attorneys’ fees and costs of bringing this action.

COUNT IV: DECEIT

(As to Both Defendants)
45. Plaintiffs adopt and incorporate paragraphs 1-20 as if fully alleged herein.

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46. Defendants promised Plaintiffs multiple times in writing that they would

not sell or lease land or space within the Development to the Competing Sports Bar. See

Ex. 2 & Ex. 3.

47. Defendants never intended to perform their promise not to sell or lease land

or space within the Development to the Competing Sports Bar.

48. Defendants actions constitute legal deceit.

49. Plaintiffs suffered damages as a proximate result of Defendants’ deceit,

including but not limited to:

a. transaction costs;

b. escrow costs;

c. purchase price;

d. development fees;

e. taxes and permit costs;

f. investment costs;

g. renovation and build-out costs;

h. opportunity costs, lost income, and lost business opportunities;

i. lost time value of money;

j. legal and professional fees; and

k. other costs associated with the transaction.

COUNT V: BREACH OF IMPLIED CONTRACT
(As to Both Defendants)
50. Plaintiffs adopt and incorporate paragraphs 1-20 as if fully alleged herein.

51. Plaintiffs offered to purchase real property within the Development from

Defendants for $1,189,188.00, and invest in the real property to construct and operate a

Jonathan’s Grille, if Defendants promised not to sell or lease space or land within the

Development to the Competing Sports Bar.

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52. Defendants accepted Plaintiffs’ offer, and the parties expressed mutual

assent that Defendants would not sell or lease land or space within the Development to the

Competing Sports Bar in the event Plaintiffs’ purchased the real property to construct and

operate a Jonathan’s Grille. See Ex. 2 & Ex. 3.

53. Plaintiffs performed their obligations under the agreement by purchasing

the real property for $1,189,188.00, constructing a Jonathan’s Grille on the property within

the Development – which cost $2,842,548.00 - and operating the same.

54. Defendants breached the agreement by selling or leasing land or space

within the Development to the Competing Sports Bar.

55. As a proximate result of Defendants’ breach of the implied contract,

Plaintiffs have suffered damages including but not limited to:

a. transaction costs;

b. escrow costs;

c. purchase price;

d. development fees;

e. taxes and permit costs;

f. investment costs;

g. renovation and build-out costs;

h. opportunity costs, lost income, and lost business opportunities;

i. lost time value of money;

j. legal and professional fees; and

k. other costs associated with the transaction.

CONCLUSION
WHEREFORE, premises considered, Plaintiffs demand judgment against the
Defendants, jointly and severally, for the above-described damages incurred by Plaintiffs,

Attorneys’ fees and costs of bringing this action, pre-judgment and post-judgment interest,

and such other further relief to which Plaintiffs may be entitled.

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DATED: December 30, 2022 Respectfully Submitted,

/s/ Danielle E. Douglas
Danielle E. Douglas
Counsel for Plaintiffs

OF COUNSEL:
ADAMS AND REESE LLP
1901 Sixth Avenue North, Suite 3000
Birmingham, Alabama 35203
(205) 250-5000
(205) 250-5034 (facsimile)
danielle.douglas@arlaw.com

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CERTIFICATE OF SERVICE
I hereby certify that on Friday, December 30, 2022, this Complaint was served by
sending a true and correct copy of the foregoing, along with valid process issued by the
Clerk, by Registered and Certified Mail to:
Clift Home Place, LLC
c/o Breland Companies, LLC
Attn: Chad Pulliam (Reg. Agent)
2101 W. Clinton Avenue, Suite 201
Huntsville, AL 35805

Breland Companies, LLC

Attn: Chad Pulliam (Reg. Agent)
2101 W. Clinton Avenue, Suite 201
Huntsville, AL 35805

/s/ Danielle E. Douglas

OF COUNSEL

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