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TO THE HONORABLE COURT:

Defendant GreenLeaf Technologies, Inc. ("GreenLeaf" or "Defendant") files this Original Answer, Affirmative Defenses, and Counterclaim in response to Plaintiff Vertex Solutions LLC's ("Vertex" or "Plaintiff") Original Petition and respectfully shows the Court as follows:

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PART ONE: ANSWER

I. General Denial

1. Pursuant to Texas Rule of Civil Procedure 92, Defendant generally denies each and every allegation in Plaintiff's Original Petition not specifically admitted herein and demands strict proof thereof.

II. Specific Denials

2. Defendant specifically denies that Plaintiff "fully performed its obligations under the Agreement." The software delivered by Plaintiff contains material defects that render it non-conforming.

3. Defendant specifically denies that "the software delivered by Plaintiff conforms to the specifications set forth in Exhibit A to the Agreement."

4. Defendant specifically denies that it has breached the Agreement. Defendant's withholding of the final payment is justified by Plaintiff's prior material breach.

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PART TWO: AFFIRMATIVE DEFENSES

FIRST AFFIRMATIVE DEFENSE: Prior Material Breach

5. Plaintiff's claims are barred because Plaintiff materially breached the Agreement before any alleged breach by Defendant. Specifically, Plaintiff delivered software that does not conform to the specifications in Exhibit A of the Agreement:

1. The inventory tracking function exhibits error rates of 15-20%, far exceeding any "acceptable industry tolerance."
2. The reporting function crashes when generating reports exceeding approximately 500 line items, making it incapable of producing company-wide inventory reports.

6. Under Texas law, a party who commits a material breach cannot recover for the other party's subsequent non-performance.

SECOND AFFIRMATIVE DEFENSE: Failure of Condition Precedent

7. Plaintiff's right to the final payment was conditioned on "final acceptance of the Software" under Section 3.1(c) of the Agreement.

8. Defendant has not accepted the Software because it contains material defects that Plaintiff failed to cure within the Cure Period specified in Section 2.3.

9. Because the condition precedent of acceptance has not occurred, Plaintiff's claim for the final payment fails.

THIRD AFFIRMATIVE DEFENSE: Failure of Consideration

10. To the extent Plaintiff seeks recovery under quantum meruit, such recovery is barred because Defendant received no benefit from the defective software. The software cannot be used for its intended purpose and provides no value to Defendant.

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PART THREE: COUNTERCLAIM

I. Parties

11. Counterclaim Plaintiff GreenLeaf Technologies, Inc. is a Texas corporation with its principal place of business in Travis County, Texas.

12. Counterclaim Defendant Vertex Solutions LLC is a Texas limited liability company with its principal place of business in Travis County, Texas.

II. Factual Background

13. On September 8, 2025, GreenLeaf and Vertex entered into the Software Development Agreement attached to Plaintiff's Petition as Exhibit A.

14. GreenLeaf paid Vertex $120,000 pursuant to the Agreement—$60,000 upon execution and $60,000 upon beta delivery.

15. Vertex delivered software on January 15, 2026, but the software contained material defects.

16. On January 27, 2026, within the 30-day Acceptance Period provided by Section 2.2 of the Agreement, GreenLeaf provided Vertex with written notice of the following defects:

1. Inventory Tracking Defect: The software's inventory tracking function produces counts that vary from actual quantities by 15-20%. Testing documented that entering 100 units of a product resulted in system displays ranging from 82 to 117 units.
2. Reporting Defect: The software's reporting function crashes when attempting to generate reports with more than approximately 500 line items. GreenLeaf has over 2,000 SKUs, making company-wide reporting impossible.

17. These defects render the software non-conforming to the specifications in Exhibit A, which require the software to "maintain accuracy within acceptable industry tolerances" and to generate "custom reports based on user-selected parameters."

18. Vertex failed to cure these defects within the 15-day Cure Period specified in Section 2.3 of the Agreement.

19. On February 11, 2026, upon expiration of the Cure Period, GreenLeaf exercised its right under Section 2.3(c) and Section 6.1 to terminate the Agreement for Vertex's uncured material breach.

III. Causes of Action

COUNT ONE: BREACH OF CONTRACT

20. GreenLeaf incorporates by reference the allegations in paragraphs 11 through 19.

21. The Agreement is a valid and enforceable contract between the parties.

22. GreenLeaf fully performed its obligations under the Agreement, including making timely payments of $120,000 and providing timely written notice of defects.

23. Vertex breached the Agreement by:

1. Delivering software that does not conform to the specifications in Exhibit A; and
2. Failing to cure the defects within the Cure Period.

24. As a direct and proximate result of Vertex's breach, GreenLeaf has suffered damages.

COUNT TWO: BREACH OF WARRANTY

25. GreenLeaf incorporates by reference the allegations in paragraphs 11 through 19.

26. Under Section 5.1 of the Agreement, Vertex warranted that "the Software shall perform substantially in accordance with the Specifications."

27. Under Section 5.2 of the Agreement, Vertex warranted that "the Software shall be developed in a professional and workmanlike manner consistent with industry standards."

28. Vertex breached these warranties by delivering software that does not perform in accordance with the specifications and was not developed in a professional manner.

29. As a direct and proximate result of Vertex's breach of warranty, GreenLeaf has suffered damages.

IV. Damages

30. As a result of Vertex's breaches, GreenLeaf has suffered the following damages:

1. Return of Payments: Under Section 6.2 of the Agreement, upon termination for Vertex's uncured material breach, Vertex is required to "refund to Client all amounts paid, less the reasonable value of any conforming work product delivered." Because no conforming work product was delivered, GreenLeaf is entitled to a full refund of $120,000.
2. Wasted Internal Resources: GreenLeaf expended substantial employee time testing, documenting, and attempting to work with the defective software. The reasonable value of these wasted resources is approximately $15,000.
3. Continued Reliance on Manual Systems: Due to Vertex's failure to deliver functional software, GreenLeaf has been forced to continue using inefficient manual spreadsheet tracking, resulting in ongoing operational inefficiencies.

V. Attorneys' Fees

31. Pursuant to Section 8.4 of the Agreement, the prevailing party in any litigation is entitled to recover its reasonable attorneys' fees and costs.

32. GreenLeaf has been required to retain legal counsel to defend against Plaintiff's claims and prosecute this Counterclaim.

33. GreenLeaf requests recovery of its reasonable and necessary attorneys' fees.

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PRAYER

WHEREFORE, Defendant and Counterclaim Plaintiff GreenLeaf Technologies, Inc. respectfully requests that the Court:

As to Plaintiff's Claims:

1. Enter judgment that Plaintiff take nothing on its claims;

As to Defendant's Counterclaims:

2. Enter judgment against Counterclaim Defendant for actual damages in the amount of $135,000, or such other amount as proven at trial;
3. Award prejudgment interest at the legal rate;
4. Award reasonable attorneys' fees and costs;
5. Award post-judgment interest at the maximum legal rate;
6. Award costs of court; and
7. Grant such other and further relief to which Defendant may be justly entitled.

Respectfully submitted,

THORNFIELD & ASSOCIATES, LLP

[Student Name]
Texas Bar No. [Number]
700 Lavaca Street, Suite 1400
Austin, Texas 78701
(512) 555-8900 (telephone)
(512) 555-8901 (facsimile)
[email]

ATTORNEYS FOR DEFENDANT
GREENLEAF TECHNOLOGIES, INC.