Cycled Plastics, Ltd. Cycled Plastics Management, LLC Adam Mosier Michael Largent Kenneth Brimmer And HDI Plastics, Inc.// Brown Real Estate Ventures 5 v. Brown Real Estate Ventures 5// Cycled Plastics, Ltd. Cycled Plastics Management, LLC Adam Mosier Michael Largent Kenneth Brimmer And HDI Plastics, Inc.

ACCEPTED 03-15-00461-CV 7098487 THIRD COURT OF APPEALS AUSTIN, TEXAS 9/25/2015 10:33:01 AM JEFFREY D. KYLE CLERK APPELLATE DOCKET NO: 03-15-0461-CV

FILED IN BROWN REAL ESTATE § THIRD DISTRICT 3rd COURT OF APPEALS VENTURES 5, § AUSTIN, TEXAS Cross-Appellant, § 9/25/2015 10:33:01 AM § COURTJEFFREY D. KYLE OF APPEALS Clerk v. § § HDI PLASTICS, INC., § AUSTIN, TEXAS Cross-Appellee.

HOPKINS & WILLIAMS, PLLC'S AND M. MATTHEW WILLIAMS' MOTION TO WITHDRAW AS ATTORNEYS IN CHARGE

TO THE HONORABLE JUDGE OF THIS COURT:

Hopkins & Williams, PLLC and M. Matthew Williams (collectively "Attorneys") move this Court to allow their withdrawal as the attorneys in charge for Cross-Appellee, HDI Plastics, Inc. ("Cross-Appellee HDI"), who has terminated Attorneys' representation based upon the company's insolvency and inability to pay its current or future attorney's fees.

A. Facts

1. Cross-Appellant is BROWN REAL ESTATE VENTURES 5 ("Cross-

Appellant").

2. Cross-Appellee HDI is a domestic corporation.

3. On January 10, 2014, Cross-Appellant sued Cross-Appellee HDI for violations of the Texas Uniform Fraudulent Transfer Act.

4. The Final Judgment in this case was entered on May 28, 2015.

5. After two hearings, Cross-Appellee HDI had the judgment against it reduced by $448,650.00.

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6. Cross Motions to Modify, Correct and Reform the Judgment were

both denied on August 4, 2015, and Cross-Appellant has appealed the judgment against Cross-Appellee HDI to the Third District Court of Appeals.

7. On or about August 31, 2015, Cross-Appellee HDI entirely ceased its business operations after being unable to pay its employees for approximately two weeks. President of Cross-Appellee HDI, Kenneth Brimmer, has confirmed to Attorneys that Cross-Appellee HDI cannot pay its sizable attorney's fees currently owed to Attorneys, incurred before, during, and after the seven-day trial, and thereafter expressly terminated Attorneys' services in this lawsuit effective immediately.

8. On September 22, 2015, Cross-Appellee HDI informed Attorneys of its desire to discharge Attorneys and to have Attorneys withdrawn as the attorneys of record in this lawsuit effective immediately.

B. Argument & Authorities

9. A client may discharge his attorney at any time even without cause, and Cross-Appellee HDI, who is insolvent, desires the immediate discharge of its Attorneys from this lawsuit and appeal and desires Attorneys' immediate withdrawal from this lawsuit and appeal as the lawyers for Cross-Appellee HDI. See Rogers v. Clinton, 794 S.W. 2d 9, 10 n.1 (Texas 1990). Cross-Appellee HDI agrees to this motion as follows:

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VERIFICATION

Before me, the undersigned notary, on this day personally appeared Defendant Kenneth Brimmer, individually, a person whose identity is known to me. After I administered an oath to

him, upon his oath he said that he read the DEFENDANT KENNETH BRJMMER'S FIRST AGREED BY: AMENDED ORIGINAL ANSWER, including certain verified pleas made in his individual

HDIinPlastics, capacity, and that the facts stated Inc., it are within his personal knowledge and are true and correct.

By: ________________________________ Kenneth Brimmer Kenneth Brimmer, President SUBSCRIBED AND SWORN TO before me on this the 29th day of September 2014, by 10.an individual. Adam Mosier, Contemporaneous with the filing of this motion, Attorneys have

delivered a copy of this motion to Cross-Appellee HDI and have notified its President, Kenneth Brimmer, in writing, by both certified and regular mail, of its

right to object to the motion. EMILY KATE YURAS My Commission Expires June 19, 2017 11. As stated in paragraphs 8 and 9 supra, Cross-Appellee HDI consents

to this motion.

12. The last known address of Cross-Appellee HDI in Taylor, Texas is no longer valid because its business is no longer operating at that or any other location in the state. Cross-Appellee HDI's President, Kenneth Brimmer, can therefore be

served at his last known business 11address: 10275 Wayzata Blvd., Minnetonka, MN Kenneth Brimmer's First Amended Original Answer

55305.

13. Cross-Appellee HDI has been served with post-judgment interrogatories and requests for production, which Cross-Appellee HDI is unable to answer because of the loss of its employees and loss of access to its books and records, the location of which is currently unknown to Attorneys. These post-judgment discovery responses are due on September 23, 2015. Other than these discovery responses, there are no pending settings or deadlines in this case known to Attorneys at the present time. Cross-Appellee HDI will likely have appellate

deadlines set by the Third District Court of Appeals in the near future. Motion to Withdraw (HDI) -3-

C. Conclusion

14. In conclusion, Cross-Appellee HDI desires that Attorneys withdraw as the attorneys of record in this lawsuit and agrees to this motion, and Attorneys seek to withdraw because Cross-Appellee HDI is insolvent and cannot pay its current or future attorney's fees.

D. Prayer

15. For these reasons, Hopkins & Williams, PLLC and attorney M.

Matthew Williams ask the Court to grant their motion to immediately withdraw as the attorneys in charge for Cross-Appellee, HDI Plastics, Inc. in this lawsuit and on appeal.

Respectfully submitted,

Hopkins & Williams, PLLC 12117 Bee Caves Road, Suite 260 Austin, Texas 78738 (512) 600-4320 – Telephone (512) 600-4326 – Facsimile

By: M. Matthew Williams Texas State Bar No. 24047115 Mark D. Hopkins Texas State Bar No. 00793975 Glenn A. Brown Texas State Bar No. 00796255

ATTORNEYS FOR CROSS-APPELLEE

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CERTIFICATE OF CONFERENCE

I certify that I attempted to confer with Michael Deitch via email on Thursday, September 24, 2015 11:04 a.m. regarding HOPKINS & WILLIAMS, PLLC'S AND M. MATTHEW WILLIAMS' MOTION TO WITHDRAW AS ATTORNEYS IN CHARGE, and he has not responded to my inquiry about whether or not he opposes the motion.

______________________________ M. Matthew Williams

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CERTIFICATE OF SERVICE

I hereby certify that this HOPKINS & WILLIAMS, PLLC'S AND M. MATTHEW WILLIAMS' MOTION TO WITHDRAW AS ATTORNEYS IN CHARGE for CAUSE NO. D-1-GN-12-000807 has been forwarded to the following persons in the stated manner on the 25th day of September 2015:

Via Electronic File Manager Michael Deitch The Deitch Law Offices 800 Rio Grande Austin, TX 78701 512/474-1554 512/474-1579 (telecopy) mike.d@dhpc-law.com (e-mail) brian@dhpc-law.com (e-mail)

Via Certified Mail Return Receipt Requested And Regular Mail

HDI Plastics, Inc. Attn: Kenneth Brimmer 10275 Wayzata Blvd Minnetonka, MN 55305

M. Matthew Williams

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STATE OF TEXAS § COUNTY OF TRAVIS §

VERIFICATION

Before me, the undersigned notary, on this day personally appeared M. Matthew Williams, a person whose identity is known to me. After I administered an oath to him, upon his oath he said that he has read HOPKINS & WILLIAMS,

PLLC'S AND M. MATTHEW WILLIAMS' MOTION TO WITHDRAW AS

ATTORNEYS IN CHARGE and that the facts stated in it are within his personal knowledge and are true and correct.

____________________________________ M. Matthew Williams, for himself and for the firm Hopkins & Williams, PLLC

SUBSCRIBED AND SWORN TO before me by M. Matthew Williams on this the 23rd day of September 2015.

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