Parr Trust Sues CV Holdings, Abrams for $1M Over Put Option on 355 Units
The 1989 Agreement and 2009 Option
The dispute originates from a 1989 written agreement between Robert S. Abrams and David Parr, the original non-party to the contract, in which Abrams promised David Parr and others 20% of the net proceeds from the sale of Abrams’s business. In March 2009, the parties formalized this arrangement: Abrams issued options on 977 common units of CV Holdings, LLC at $0.25 per share, expiring December 31, 2014. The option included a “put” provision: if no qualifying transaction (defined as a 3% or greater equity transaction) occurred in the preceding 12 months, the holder could sell the units back to Abrams at $1,125.00 per unit plus 7% simple interest per year from January 1, 2003. Abrams had 180 days to fund the put once it was exercised (Compl. ¶9).
David Parr died in 2009; earlier that year, on June 8, 2009, he had transferred 710 of the 977 option units to his wife, Edith G. Parr. Edith died in 2015, and the plaintiff, The Living Trust of Travis L. Parr, inherited 355 of those units (Compl. ¶11).
Abrams’s Personal Liability Under Alter Ego Theory
The complaint alleges that Robert S. Abrams is personally liable for the obligations of CV Holdings, LLC under multiple independent grounds, including the alter ego theory. Specifically, the complaint asserts that Abrams used CV Holdings as a vehicle to avoid his personal obligations to the plaintiff (Compl. ¶14, ¶46). "Defendant Abrams has breached his fiduciary duties to CV Holdings by... diverting assets and opportunities of CV Holdings to avoid satisfying its obligations to Plaintiff," the complaint states (Compl. ¶46).
Abrams’s Written Confirmations and Selective Payments
On May 24, 2017, Abrams sent a letter confirming the 2009 agreement, the 355 units held by the plaintiff, an implied value of $1,125.00 per unit, and 7% interest accruing since January 1, 2003 (Compl. ¶12). In April 2024, Abrams met with Travis Parr in Birmingham and acknowledged the debt, agreeing to pay over $1,000,000. On July 23, 2024, Abrams executed a written acknowledgment that he had personally agreed to pay the plaintiff over $1,000,000 for the 355 shares. On May 18, 2026, Abrams signed a promissory note, though its terms are not detailed in the filing. The complaint alleges that Abrams repeatedly and unequivocally agreed to satisfy the plaintiff’s claims, stating: "Defendant Abrams repeatedly and unequivocally agreed, acknowledged, promised, and personally guaranteed that Plaintiff's option-related claims would be satisfied" (Compl. ¶41).
The complaint further alleges that Abrams paid the other two original parties in full while excluding the plaintiff, demonstrating a pattern of conduct that the complaint describes as intentional and malicious. "Defendant Abrams' conduct was intentional, willful, malicious, oppressive, and carried out with conscious disregard for Plaintiff's rights...," the complaint asserts, entitling the plaintiff to punitive damages (Compl. ¶34).
Restructuring Without Notice
The complaint alleges two restructuring events that Abrams failed to disclose with the required 30 days’ written notice. In January 2015, Capitol Medical Devices, Inc. merged into SiO2 Medical Products, Inc. In October 2024, SiO2 Medical Products converted to a limited-liability company. The failure to provide notice deprived the plaintiff of the opportunity to exercise the put option under the terms of the 2009 agreement (Compl. ¶15).
Breach of Fiduciary Duty and Derivative Claims
The complaint asserts that Abrams, as the controlling member and President of CV Holdings, LLC, breached his fiduciary duties of loyalty and care to the company and its stakeholders. Specifically, the complaint alleges that Abrams diverted assets and opportunities of CV Holdings to avoid satisfying its obligations to the plaintiff, failed to maintain adequate assets within the company, and used CV Holdings as a shield to avoid his personal obligations. "Defendant Abrams has breached his fiduciary duties to CV Holdings by... diverting assets and opportunities of CV Holdings to avoid satisfying its obligations to Plaintiff," the complaint states (Compl. ¶46).
The complaint includes a derivative action on behalf of CV Holdings, LLC against Robert S. Abrams for breach of fiduciary duty under Federal Rule of Civil Procedure 23.1. Demand on CV Holdings to bring this action is excused as futile due to Abrams’s control over the company (Compl. ¶47).
The complaint sets forth six causes of action:
- Count I: Breach of Contract (against CV Holdings, LLC and Robert S. Abrams) – Alleging that defendants failed to honor the terms of the 2009 agreement, including the put option and payment obligations.
- Count II: Conversion (against CV Holdings, LLC and Robert S. Abrams) – Alleging that defendants wrongfully exercised dominion over funds rightfully belonging to the plaintiff (Compl. ¶25).
- Count III: Fraudulent Misrepresentation (against Robert S. Abrams) – Alleging that Abrams had no intention of performing the representations or promises at the time they were made (Compl. ¶30).
- Count IV: Unjust Enrichment (Alabama law) (against CV Holdings, LLC and Robert S. Abrams) – Alleging that defendants knowingly accepted and retained benefits conferred by the plaintiff without providing promised compensation (Compl. ¶36, ¶37).
- Count V: Promissory Estoppel (Alabama law) (against CV Holdings, LLC and Robert S. Abrams) – Alleging that the plaintiff reasonably relied on defendants’ promises to his detriment, forgoing legal remedies (Compl. ¶42).
- Count VI: Derivative Action – Breach of Fiduciary Duty (Federal Rule of Civil Procedure 23.1) (Plaintiff, on behalf of CV Holdings, LLC, against Robert S. Abrams) – Alleging that Abrams breached his fiduciary duties to CV Holdings by diverting assets, restructuring without notice, and using the company to avoid personal obligations (Compl. ¶45, ¶46).
Damages Sought
The plaintiff seeks compensatory damages equal to the value of 355 units at the agreed call price of $1,125.00 per unit plus 7% simple interest per year from January 1, 2003. The complaint also requests punitive damages for Abrams’s alleged intentional, willful, and malicious conduct, an accounting of all restructuring events and equity transactions from 2009 to the present, pre- and post-judgment interest, attorney’s fees, costs, and a jury trial.
The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.
David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.
From the Complaint Public Court Record
IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF ALABAMA THE LIVING TRUST OF TRAVIS L. PARR, by and through its Trustee, TRAVIS L. PARR, Plaintiff, v. CV HOLDINGS, LLC, ROBERT S. ABRAMS, Defendants. Civil Action No. ________________ JURY TRIAL DEMANDED COMPLAINT COMES NOW Plaintiff The Living Trust of Travis L. Parr, by and through its Trustee, Travis L. Parr, and undersigned counsel, and hereby files this Complaint against Defendants CV Holdings, LLC, et al., and Robert S. Abrams alleging as follows: PARTIES 1. Plaintiff, The Living Trust of Travis L. Parr (hereinafter referred to as “Plaintiff”), is a Louisiana trust established by Travis L. Parr, who serves as its Trustee. Travis L. Parr brings this action in his capacity as Trustee of the Trust. 2. Defendant, CV Holdings, LLC (hereinafter referred to as “Defendant CV Holdings”), et al., is a foreign limited liability company with its principal place of business in Amsterdam, New York, which upon information and belief is authorized to conduct business in the State of Alabama. 3. Defendant, Robert S. Abrams (hereinafter referred to as “Defendant Abrams”), who at all relevant times, was a resident and citizen of the State of New York, and is over the age of nineteen (19) years.
2 JURISDICTION AND VENUE 4. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332. Complete diversity of citizenship exists because Plaintiff is a citizen of Louisiana; Defendant Abrams is a citizen of New York; and Defendant CV Holdings, LLC, is a Delaware limited liability company whose principal place of business is in New York. The amount in controversy exceeds $75,000, exclusive of interest and costs. 5. This Court has personal jurisdiction over Defendants because they purposefully availed themselves of the privilege of conducting business within the State of Alabama, and a substantial portion of the events and transactions giving rise to
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