BRIEF OF AMICUS CURIAE DENNIS HOLIFIELD ,FORMER GENERAL COUNSEL FOR ISRAMCO INC

DISTRICT COURT OF HARRIS COUNTY, TEXAS
55TH JUDICIAL DISTRICT
IN RE ISRAMCO, INC.
SHAREHOLDER DERIVATIVE
LITIGATION
Lead Cause No. 2009-34535
(Consolidated Action)

  AMICUS CURIAE DENNIS JAMES HOLIFIELD, FORMER GENERAL BRIEF OF
COUNSEL FOR ISRAMCO INC.,

Amicus Curiae Dennis James Holifield, Attorney at lawappearing Pro Se, in
support of the lawful rights and objectives ofNominal Defendant, Isramco, Inc. ("Isramco"),
submits this brief in support of the Lapiner Intervention, and in opposition to Defendants'
Motion for Protective Order, Defendant's Motion to Seal Court Recordss, and Defendant's
Motion for Final Approval of Derivative Settlement, and as support therefor, states as
follows:

INTEREST OF AMICUS CURIAE

Dennis Holifield was General Counsel to Isramco  from March 3, 2011, until his
resignation on September 21, 2011. He was also the Attorney of Record in this proceeding for
Isramco until Order of the Court Granting Leave to Withdraw as Counsel was signed on
. Mr. Holifield has actively practiced law for over 32 years in multiple
jurisdictions, including Texas.

While most derivative actions are a normal incident of an organization's affairs, to be
defended by the organization's lawyer like any other suit, however, if the claim involves
serious charges of wrongdoing by those in control of the organization, a conflict may arise
between the lawyer's duty to the organization and the lawyer's relationship with those
managing or controlling its affairs.

The Complaints and Petitions filed before this Court contain very serious allegations of
wrongdoing against those who control the corporation. In his capacity as General Counsel and
Attorney of Record, Mr. Holifield participated heavily in the negotiations with the various
parties for the Stipulation of Settlement (the "Settlement") in this matter. However, during the
course of his representation and after submission of the Settlement for the approval of this
Court, of which Mr. Holifield was a signatory on behalf oflsramco, Mr. Holifield became
aware of certain other important facts and matters, that, when taken as a whole, indicated to
him that certain terms of the Settlement had been agreed to in Bad Faith, and that a fraud was
knowingly about to be perpetrated upon the Court and upon the nominal Defendant, Isramco,
by certain parties to this Proceeding, through the tender of the Settlement for approval by this
Court.

Both as an Attorney under the Laws of the State of Texas, and as an Officer of the
Court, Mr. Holifield is ethically bound to bring to the attention of all parties and to this Court,
those matters and facts, whether protected by privilege or not, that are relevant to this Court's
inquiry as to allegations of fraud concerning the Settlement, and fraud negatively impacting the
legitimate interests of Isramco as a separate entity.
Certain of the Defendants before this Court are attempting through Motion to prevent
the Court and Isramco from investigating all of facts of the case and the allegations of fraud in
the purported "Settlement", and to prevent the other parties, including Isramco, from learning

1 See Comment 11 to Rule 1.12, Texas Rules of Professional Conduct
2 See Exhibit 1 to Plaintiffs Memorandum of Law in Support of Motion for Preliminary Approval of Derivative
Settlement, document number 49648014.
2

of these facts and allegations, through the normal Rules ofDiscovery.3 Through the use ofthis
Court and through the use of deception, they are attempting to hide the light of truth, and
prevent the truly guilty parties from being brought to Justice.
Mr. Holifield also contends herein that Isramco is not adequately, independently and
impartially represented before this Court at this time, and that Isramco's lawful and legitimate
legal interests in this matter have been subverted and will continue to be subverted and
undermined by.actions of certain Defendants and the current Counsel of Record for Isramco,
unless this Court or some higher authority intervenes.
The Lapiner Intervention appears to be the only true advocate for the rights and interests
of the nominal Defendant, Isramco. "Informal" discovery has been wholly inadequate, and at
least Lapiner seeks the truth though the normal processes of discovery. Lapiner's Motion for
Leave to Conduct Limited Discovery4 should be granted.
The purported Settlement is the result of collusion, deception, and fraud against Isramco
and its stockholders. It will also waive and forever release all claims of wrongdoing
perpetrated against it. The proposed Settlement is neither fair, nor reasonable, nor just, and
should not be approved by this Court.

ARGUEMENT

I. This Court should refuse to grant Defendant's Motions for Protective Order and
to Seal Court Records, as revelations by Mr. Holifield, while privileged under
most circumstances, are not privileged from disclosure where allegations of fraud
are involved.
3 See Defendant's Motion for Protective Order arid Motion to Seal Court Records, court docrunent nrunber 5049715
along with Defendants Haim Tsuff and Goodrich Global Ltds. Joinder in Defendant's Motion for a Protective Order and Motion to Seal Court Records
4 Court docrunent nrunber 50512057


One of the key elements in the proposed Settlement, that supposedly forms the primary
consideration for the joinder and approval of Isramco' s portion of the Settlement, is that certain
corporate governance reforms would be instituted, providing a sufficient "check and balance"
against future abuses of power and loyalty as are alleged in the Consolidated Actions. 5
However, during the course of Mr. Holifield's inquiries and conversations with Defendant
Haim Tsuff, CEO, Director, and majority stockholder of Isramco, and Independent Directors of
the Corporation, as well as conversations with Isramco's senior management, it became
painfully clear to Mr. Holifield that many actions taken by Mr. Tsuff and the management
controlled by him, both in the past as directly related to the allegations contained in this Action,
as well as statements and actions taken by Mr. Tsuff subsequent to this Action and subsequent
to his joinder and approval of the Settlement now before this Court, indicated that Defendant
Tsuff had and has no real intention of allowing any checks or balances whatsoever, nor any
respect for laws not in his favor.
Mr. Holifield asserts that Mr. Tsuff's singular and exclusive uses and abuses of power
as the CEO and majority stockholder of the Company, and his ongoing unlawful misconduct

would nonetheless continue unabated by any act of the corporation, its Directors, its legal
counsel, nor Order of this Court. It also became clear to Mr. Holifield in the course of these
conversations and observance of Mr. Tsuff's actions, that Mr. Tsuff considers himself to be
above the Law, and above any control (direct or indirect) ofDirectors, legal counsel, and other
stockholders oflsramco, and ofthis Court.7 Mr. Tsuffis the alter ego oflsramco. The
5 The Court's attention is directed to all of the factual allegations expressed in all of the original Complaints and Amended Complaints against Defendant Haim Tsuff and certain of the Directors of the Corporation, all of which have been consolidated in this Action.
6 See the Summary Report of Dennis Holifield, attached as Exhibit 1 to Lapiner's Supplemental Objection to the
Proposed Settlement.
7 Id.

corporation is a mere conduit for the transaction of private business of Mr. Tsuff and that no
separate identity of the individual and the corporation really exists.
It is clear to Mr. Holifield that Defendant Tsuffs covenants and agreements in the
proposed Settlement are a sham and a fraud against this Court and against the other parties to
this Action. As such, it has became clear that Defendant Tsuffused the services of Mr.
Holifield, through his representation of Isramco, to enter into the Stiplulation of Settlement.
The Settlement as entered into by Mr. Tsuff is only a ruse, a disguise, and an escape from all
liability, that completely releases Mr. Tsuff from any and all wrongdoing. Mr. Holifield verily
believes- knows- that Mr. Tsuffhas entered to the terms of the Settlement in Bad Faith and
with no intention whatsoever to follow through on his commitments contained therein, as well
as his duties of loyalty to the corporation and its shareholders.

Under the Texas Rules of Professional Conduct, a lawyer shall not assist or counsel a
client to engage in conduct that the lawyer knows is criminal or fraudulent. 8 Further, when a
lawyer has confidential information clearly establishing that a client is likely to commit a
criminal or fraudulent act that is likely to result in substantial injury to the financial interests or
property of another, the lawyer shall promptly make reasonable efforts under the circumstances
to dissuade the client from committing the crime or fraud. 9 When a lawyer has confidential
information clearly establishing that the lawyer's client has committed a criminal or fraudulent
act in the commission of which the lawyer's services have been used, the lawyer shall make
reasonable efforts under the circumstances to persuade the client to take corrective action. 10
When a lawyer knows that a client expects representation not permitted by the rules of
8 Rule 1.02 (c), Texas Rules of Professional Conduct
9 Rule 1.02 (d), id.

professional conduct or other law, the lawyer shall consult with the client regarding the relevant
limitations on the lawyer's conduct. 11
Mr. Holifield appeared in this Court in his capacity as General Counsel for Isramco and
not as an attorney for any of the other Defendants nor as an attorney for any particular member
of management, including individual Directors, under his duties to both his client, Isramco, and
to this Court.

A lawyer may reveal confidential information when the lawyer has reason to believe it
is necessary to do so in order to prevent the client [and others] from committing a criminal or
fraudulent act, 12 and to the extent revelation reasonably appears necessary to rectify the
consequences of a client's criminal or fraudulent act in the commission of which the lawyer's
services had been used. 13 It is asserted here before this Court, that Mr. Holifield's services as
an attorney were used to induce Isramco into a false and sham Settlement that benefits only the
wrongdoers in this Case, is not in the best interests of Isramco, and is based upon false and
illusory promises.

The only "attorney-client" communications and "privileged information" sought by the
Motions before this Court to be protected and sealed serve only to hide and protect the fraud
and deceit by the Defendant Tsuff and other wrongdoers, to the detriment of all other parties
(including Isramco) to this Action, as well as to this Court and the proper administration of
Justice.

For these reasons cited above, the information and communications sought to be
protected by Order of this Court should instead be made available to this Court and all of its
11 Rule 1.02 (f), id.
12 Rule 1.05 (c)(7), Texas Rules of Professional Conduct
13 Rule 1.05 (c)(8), id.

participants, under the normal Rules of Discovery, in order to prevent a fraud and a gross
miscarriage of Justice.

II. Both as an Attorney and as an Officer of this Court, Mr. Holifield is ethically
bound to bring to the attention of all parties and of this Court, those matters and
facts, whether protected by privilege or not, that are relevant to this Court's
inquiry as to allegations of fraud concerning the Settlement, and fraud negatively
impacting the legitimate interests of Isramco as a separate entity.
Under Rule 1.12 ofthe Texas Rules of Professional Conduct, when an attorney is
representing an organization as a client, as Mr. Holifield has done so:
"(a) A lawyer employed or retained by an organization represents the
entity. While the lawyer in the ordinary course of working relationships
may report to, and accept direction from, an entity's duly authorized
constituents, in the situations described in paragraph (b) the lawyer shall
proceed as reasonably necessary in the best interest of the organization
without involving unreasonable risks of disrupting the organization and of
revealing information relating to the representation to persons outside the
organization.
(b) A lawyer representing an organization must take reasonable remedial
actions whenever the lawyer learns or knows that:
(1) an officer, employee, or other person associated with the organization
has committed or intends to commit a violation of a legal obligation to
the organization or a violation of law which reasonably might be imputed
to the organization;
(2) the violation is likely to result in substantial injury to the
organization; and
(3) the violation is related to a matter within the scope of the lawyer's
representation of the organization.
(c) Except where prior disclosure to persons outside the organization is
required by law or other Rules, a lawyer shall first attempt to resolve a
violation by taking measures within the organization. In determining the
internal procedures, actions or measures that are reasonably necessary in
order to comply with paragraphs (a) and (b), a lawyer shall give due
consideration to the seriol,lsness of the violation and its consequences, the
scope and nature of the lawyer's representation, the responsibility in the
organization and the apparent motivation of the person involved, the
policies of the organization concerning such matters, and any other relevant

considerations. Such procedures, actions and measures may include, but are
not limited to, the following:
(1) asking reconsideration of the matter
(2) advising that a separate legal opinion on the matter be sought for
presentation to appropriate authority in the organization; and
(3) referring the matter to higher authority in the organization, including,
if warranted by the seriousness of the matter, referral to the highest
authority [In this case, both this Court and the United States Securities
and Exchange Commission] that can act in behalf of the organization as
determined by applicable law.
(d) Upon a lawyer's resignation or termination of the relationship in
compliance with Rule 1.15, a lawyer is excused from further proceeding as
required by paragraphs (a), (b) and (c), and any further obligations ofthe
lawyer are determined by Rule 1.05.
(e) In dealing with an organization's directors, officers, employees,
members, shareholders or other constituents, a lawyer shall explain the
identity of the client when it is apparent that the organization's interests are
adverse to those of the constituents with whom the lawyer is dealing or
when explanation appears reasonably necessary to avoid misunderstanding
on their part."

Mr. Holifield did everything he could possibly do within the bounds of the Law to
impress upon Mr. Tsuff and senior management of Isramco that he believed a number of
actions by Mr. Tsuff and other senior management violated the spirit and terms of the
Settlement, as well as a variety of other Laws and Regulations. Mr. Tsuffflatly dismissed
those concerns and continues to this day to deceive Isramco and this Court. Any further
attempts by Mr. Holifield to rectify those actions would be fruitless under the totality of the
circumstances. The corporation and its legal representatives are under the total and unbridled
control of Mr. Tsuff, to the exclusion of all others, including this Court. As such, the corporate
schema of checks and balances has been totally corrupted by Mr. Tsuff. Mr. Tsuffhides
behind the corporate veil, as well as under its skirt.

The advocate's task is to present the client's case with persuasive force. Performance of
that duty while maintaining confidences of the client is qualified by the advocate's duty of
candor to the tribunal.14 "It is possible ... that a lawyer will place ... material into evidence and
only later learn of its falsity." 15 When a lawyer learns that the lawyer's services have been
improperly utilized in a civil case to place false testimony or other material into evidence, the
rule generally recognized is that the lawyer must disclose the existence of the deception to the
court or to the other party, if necessary to rectify the deception. Such a disclosure can result in
grave consequences to the client, including not only a sense of betrayal but also a loss ofthe
case and perhaps a prosecution for perjury. But the alternative is that the lawyer would be
aiding in the deception of the tribunal or jury, thereby subverting the truth-finding process
which the adversary system is designed to implement. Furthermore, unless it is clearly
understood that the lawyer will act upon the duty to disclose the existence of false evidence, the
client can simply reject the lawyer's advice to reveal the false evidence and insist the lawyer
keep silent. Thus the client could in effect coerce the lawyer into being a party to fraud on the
court.16
Under the Texas Rules of Professional Conduct, a lawyer shall not assist or counsel a
client to commit a crime or fraud upon a Court or Tribunal.
"(a) A lawyer shall not knowingly:
(1) make a false statement of material fact or law to a tribunal;
(2) fail to disclose a fact to a tribunal when disclosure is necessary to avoid assisting a
criminal or fraudulent act;
14 See Comment 1 to Rule 3.03, Texas Rules of Professional Conduct
15 See Comment 7 to Rule 3.03, Texas Rules of Professional Conduct
16 See Comment 8 to Rule 3.03, Texas Rules of Professional Conduct
9

(3) fail to disclose to the tribunal an unprivileged fact which the lawyer reasonably
believes should be known by that entity for it to make an informed decision;
( 4) fail to disclose to the tribunal authority in the controlling jurisdiction known to the
lawyer to be directly adverse to the position of the client and not disclosed by opposing
counsel; or
( 5) offer or use evidence that the lawyer knows to be false.
(b) If a lawyer has offered material evidence and comes to know of its falsity, the
lawyer shall make a good faith effort to persuade the client to authorize the lawyer to correct or
withdraw the false evidence. If such efforts are unsuccessful, the lawyer shall take reasonable
remedial measures, including disclosure of the true facts.
(c) The duties stated in paragraph (a) and (b) continue until remedial legal measures are
no longer reasonably possible.17
"A lawyer shall not ... unlawfully obstruct another party's access to evidence; in
anticipation of a dispute unlawfully alter, destroy or conceal a document or other material that a
competent lawyer would believe has potential or actual evidentiary value; or counsel or assist
another person to do any such act."18
"A lawyer shall not. .. engage in conduct involving dishonesty, fraud, deceit or
misrepresentation ... " nor" ... engage in conduct constituting obstruction of justice ... " .19
Mr. Holifield felt so compelled to come forward in this matter, that he resigned his
representation and his employment, to his personal detriment and at great personal risk.
17 Rule 3.03 Candor Toward The Tribunal, id.
18 Rule 3.04 (a), id.
19 Rule 8.04 (a)(3) & (4), id.
10

III. Isramco is not adequately, independently and impartially represented before this
Court; its lawful and legitimate legal interests have been subverted and
undermined by the actions of certain Defendants.
Under the terms of the Settlement, all defendants, including Mr. Tsuff and Mr. Maimon,
will enjoy a full, complete, and total bar to all past, current and future claims, whether now
known or not, by Isramco and its other shareholders20
. Additionally, the Settlement proposes to
have Isramco, the injured Party, pay all attorneys fees, not only its own, but those of the other
Defendants and the Plaintiffs as well. Everyone under this proposed Settlement gets a free ride
and a complete release of all past wrongdoing, at the sole expense of Isramco and its other
stockholders. None ofthese actions is in the best interests of lsramco.
Make no mistake: Counsel purporting to act on behalf of Isramco in this matter are
fully compromised by, controlled by, and acting only in the self-interest of the wrongdoers,
Defendants Tsuff and Maimon. This condition works a wrong against the effective
administration of Justice, and should not be allowed to continue. This Court should appoint an
Attorney Ad Litem for the benefit of Isramco, free and independent of the reach and improper
influence of the Defendants.
IV. The Lapiner Intervention appears to be the only true advocate for the rights and
interests of the nominal Defendant, Is ram co, and its stockholders.
Even the Plaintiffs counsel is "circling the wagons" around Defendants Tsuff
and Maimon.21 Plaintiffs counsel instead should be taking the new information revealed by
Mr. Holifield, withdrawing the proposed Settlement, and pursuing Mr. Tsuff and his cronies to
the fullest extent of the law, rather than coming to his aid. It is also clear that Plaintiffs and
Plaintiffs counsel appear to be fully satisfied with a sham Settlement and a hefty payout (not to
the Plaintiffs, but rather to Plaintiffs counsel. That is not in the interests of the nominal
20 See Page 13, of Stipulation of Settlement, Exhibit 1 to Plaintiff's Memorandum in Support of Motion for Preliminary
Approval of Derivative Settlement.
21 See Plaintiff's Motion to Strike Yuval Lapiner's Petition in Intervention, court document number 50520483.
11

Defendant, Isramco, Inc. It is clear to all that Lapiner's Intervention has direct merit and
bearing upon the issues raised before this Court, is the only legitimate prosecution of the
wrongs perpetrated against Isramco, and therefore should be allowed to move forward.
V. The proposed settlement is neither fair, reasonable nor just, and should not be
approved by this Court.
As a derivative action, the proposed Settlement remedies nothing for Isramco nor its
other stockholders and the Plaintiffs. Instead, it awards Plaintiffs counsel $1 million in legal
fees, and forever bars Isramco' s causes of action and any ability to recover its damages from
the wrongdoers in this case. The only consideration for Isramco is that it will "end the costs of
litigation" and will "keep the case from becoming more complex", without any compensation
for its losses and expenses and without ever bringing wrongdoers to Justice. Further, one of the
items for Isramco's consideration is purported to be an amendment of the Global Goodrich
consulting agreement. In fact and reality, that consulting agreement has, by its very own terms,
already expired, has not been renewed, and thus any promise to amend the same is purely
illusory. Finally, the "corporate governance reforms" are nothing but window-dressing. Thus,
there is no consideration on the part oflsramco?2 The proposed Settlement allows the
wrongdoers to continue their misdeeds, unpunished. Within the four comers of the proposed
Settlement, there results no effective constraint against those who have done wrong and will
continue to do wrong. And Isramco bears all costs, gets no effective relief, and foregoes all
rights and remedies available to it under the Law.
Conclusion.
Under all of the circumstances, granting the Motion for a Protective Order, the Motion
for Sealing of Court Records, and Motion for Final Approval of the Settlement would result in
22 See Page 14 & 15, of Stipulation of Settlement, Exhibit 1 to Plaintiffs Memorandum in Support of Motion for
Preliminary Approval of Derivative Settlement.
12

a gross miscarriage of Justice. If this Court should grant the Motions, it will allow a fraud of
the highest order to occur within its halls.
Amicus Curiae Dennis James Holifield represents that this Brief is not sought for
purposes of embarrassment, harassment or delay, but is submitted in the highest spirit for the
truth, and for Justice.
WHEREFORE, PREMISES, CONSIDERED, Mr. Holifield respectfully requests that this
Court carefully consider this Brief of Amicus Curiae, and make an informed and righteous
decision as to the future and the merits of this Case.
13
10 Rockledge Drive
The Woodlands, TX 773 82
Telephone: (281) 465-0240
Mobile: (832) 286-7787

CERTIFICATE OF SERVICE
I certify that a true and correct copy of the above and foregoing Brief of Amicus Curiae
was served on all counsel of record by facsimile transmission, on November 13, 2011, as
follows:
Robin Winchester (Via Facsimile: 267-948-2512)
Barroway Topaz Kessler Meltzer & Check, L.L.P.
280 King of Prussia Road
Radnor, Pennsylvania 19087
Lead Counsel for Plaintiffs
Richard Norman (Via Facsimile: 713-651-1775)
Crowley Norman L.L.P.
Three Riverway, Suite 1775
Houston, Texas 77056
Counsel for Plaintiffs
Michael D. Robbins (Via Facsimile: 713-228-6138)
:poyle, Restrepo, Harvin & Robbins, L.L.P.
600 Travis, Suite 4 700
Houston, Texas 77002
Counsel for Defendants Jackob Maimon, Max Pridgeon,
and Michelle R. Cinnamon Flores
Constance O'Doherty Barnes (Via Facsimile: 713-871-2024)
Boyer & Ketchand
Nine Greenway "Plaza, Suite 3100
Houston, Texas 77046
Counsel for Defendants Haim Tsuff & Goodrich Global, Ltd.
James T. Drakeley (Via Facsimile: 972-701-8765)
Heirsche, Hayward, Drakely & Urbach, P.C.
15303 Dallas Parkway, Suite 700
Addison, TX 75001
Counsel for Intervenor Lapiner •. 14