A Louisiana company and its five shareholders are seeking more than $3 million from Dallas lawyer Douglas Bynum and his former firm, Hindman Bynum, in a lawsuit alleging the defendants mishandled the 2015 sale of the cell tower company.

Xcell Inc. and its shareholders—three in Texas and two in Louisiana—allege Bynum and his firm repeatedly assured them they would not retain personal liability for the company's debts once the company's assets were sold. However, the plaintiffs allege, the company and shareholders were sued by a lender in 2016 following the asset sale and were damaged by more than $1 million in attorney fees and the cost of settlement of that suit.

The suit is XCell Inc. v. Hindman Bynum P.C.

In a first amended petition filed on Friday in state district court in Dallas County, the plaintiffs seek $1.05 million in actual damages from the defendants and $2.1 million in exemplary damages. They bring professional negligence/legal malpractice and negligent misrepresentation causes of action against the defendants.

Bynum declined to comment on the allegations.

Hindman Bynum is apparently no longer in business. Bynum joined Darrell W. Cook & Associates in Dallas as an associate last year. Michael Hindman left Hindman Bynum in December 2017 and is now a trial attorney at Loncar Associates in Dallas, according to his LinkedIn account.

As alleged in the petition, Xcell, based in Shreveport, Louisiana, was facing cash flow issues in mid- to late-2015 and hired Hindman Bynum to negotiate a sale of its assets to Alpha Networks.

The plaintiffs allege that, on multiple occasions, Bynum assured plaintiff John Zanoni—one of the shareholders—that the asset sale agreement documents would not make the shareholders personally liable for Xcell debts.

“In short, there was never any confusion during conversations with Bynum that the shareholders would not have executed the Alpha transaction if they would be personally liable,” the plaintiffs allege in the petition.

The plaintiffs allege that Bynum failed to advise the shareholders that they were named parties in the asset purchase agreement, which could make them personally liable for Xcell debts.

The plaintiffs allege TCA Global Credit Master Fund was providing funding to Alpha for the transaction and the collateral was master service agreements that Xcell owned and agreed to give to Alpha. However, in July 2016, TCA sued Xcell and the shareholders individually in Florida, alleging Xcell failed to turn over exclusive rights of master service agreements to Alpha, which caused it to breach its agreement with TCA.

The plaintiffs allege Xcell incurred about $250,000 in attorney fees to defend that Florida suit, and it was required under a settlement with TCA to pay $40,000 in cash to TCA and forgive a $760,000 note owed to Xcell by Alpha.

“Because the shareholders were intending to liquidate Xcell, this money would have otherwise been distributed to the shareholders,” the plaintiffs allege.

Plaintiffs attorney, Andrew Ryan of Ryan Law Partners in Dallas could not be reached for comment.