What this document actually is
This is the Amended Before Reply Complaint, filed 12 June 2026 by McDonald Hopkins LLC (Alan Burger, Alaina Karsten) on Textor’s behalf, in Florida state court, not federal court, and not the same proceeding as his earlier Florida federal filing against Eagle Bidco that I researched in our 9 June brief (which was reported as filed in the Southern District of Florida federal system around 4 June). This is a second, separate, state-court action, naming three defendants:
- Eagle Football Holdings Bidco Limited (the UK entity now in Cork Gully’s administration)
- João Paulo Magalhães Lins (“Lins”) president of the Botafogo associative club
- Carlos Augusto Montenegro (“Montenegro”) former Botafogo president (1994–96), described in the complaint as the dominant figure behind “BFR” (Botafogo de Futebol e Regatas, the associative club)
It pleads three counts: (I) declaratory relief that Textor owns the 90% SAF shares; (II) declaratory relief that the November 2022 sale agreement to Eagle is void ab initio for failure of consideration; (III) tortious interference against Lins and Montenegro personally, claiming damages “in excess of $400,000,000.”
The core legal theory, and its central weakness
Textor’s theory is straightforward: the Eagle/Textor share purchase agreement (Exhibit A, dated 11 November 2022) made Completion and payment of the Consideration (£24,257,028.71, the GBP equivalent of BRL 150,381,449.50) simultaneous obligations. Because Eagle never paid, Textor argues Completion never happened, the contract is void for failure of consideration, and he therefore still owns the shares.
There is a serious problem with this theory that the complaint itself discloses.
Clause 2.1 of the agreement states the Purchaser “shall purchase the Sale Shares with effect from and including the Completion Date” and the Completion Date is defined simply as “the date of this agreement” (11 November 2022), not a conditional future date contingent on payment clearing.
More importantly, Textor signed the agreement on both sides, as Seller personally, and as Director of Eagle Football Holdings Bidco Limited, the Purchaser. He was the controlling mind of both contracting parties at signing. Schedule 1’s completion mechanics (stock transfer form, registry book entries, assignment agreements) are bilateral documentary steps, not a payment-triggered automatic reversion of title. Florida and English contract law both generally treat non-payment as giving rise to a claim for the unpaid price or rescission, not an automatic, self-executing voiding of an already-executed transfer, particularly where, as paragraph 26 itself admits, “SAF has entered into other agreements and represented to third parties that Mr. Textor is the owner of the Shares” after signing, and where Textor ran the company as its owner for over three years following the alleged “non-Completion.”
This is the same fundamental defect Eagle Bidco’s administrators would likely raise: if Textor genuinely believed Completion never occurred, his conduct for 2022–2025 (operating Botafogo as owner, taking credit for the 2024 Libertadores win as owner, pledging the very shares to GDA Luma in February 2026 as described in his own prior public statements) is difficult to reconcile with a claim that he never relinquished title.
The pledge document Lins refers to, “ele próprio já tinha feito a GDA dona do Botafogo” (“he himself had already made GDA the owner of Botafogo”), is a serious admission-by-conduct problem for Textor’s position, since one cannot pledge as security an asset one does not own, except by claiming an equitable interest contingent on his own disputed declaration succeeding.
Forum and jurisdiction issues
The choice of the Fifteenth Judicial Circuit (Palm Beach County) is consistent with Textor’s residency there and with paragraph 17’s claim that Eagle’s “management and principal place of business were… in Jupiter, Palm Beach County, Florida” at signing, an assertion designed to anchor Florida personal jurisdiction over Lins and Montenegro (Brazilian citizens) and Eagle (an English company) under Florida’s long-arm statute.
Paragraph 25, however, undercuts this: it admits “at least one such agreement calls for venue and jurisdiction in New York under New York law while at the same time calling for venue and jurisdiction in England under English law.”
This concession of competing, possibly mandatory forum clauses elsewhere in the parties’ contractual relationship is a significant vulnerability, Eagle’s administrators (Cork Gully) would have a strong forum non conveniens or contractual-forum-selection argument to seek dismissal or a stay in favour of England, where the actual administration is proceeding, or the contractually nominated forum.
Contextualising against verified sources, and what’s new here
Our prior 9 June brief, and Brazilian press reporting corroborate and substantially extend the picture this filing presents:
The administration backdrop. Eagle Football Holdings Bidco Limited (Companies House No. 14385313) was placed into administration on 27 March 2026, with Cork Gully LLP appointed following defaults to senior lender Ares Capital Corporation (principal $547m, total obligations estimated at ~$1.2bn by October 2025).
Per my most recent analysis (22 May 2026), “the earliest this process can be formally initiated is 30 June 2026 (per the Ares/Bidco Letter Agreement)”, meaning any equity waterfall benefiting Textor cannot even be calculated until the Ares debt is addressed through sale or restructuring of OL, Botafogo and RWDM. This filing is, in that sense, pre-emptive litigation timed against a 30 June 2026 deadline that determines when Eagle’s assets can be formally marketed or transferred.
The GDA Luma deal it’s trying to disrupt. On 5 June 2026, Botafogo (both the associative club via Lins and the SAF) signed a binding contract with GDA Luma Capital (led by Gabriel de Alba and Marcelo Claure, backed by Todd Boehly and reportedly Prince Bader bin Al Saud) for US$105m for 90% of Botafogo, with Botafogo netting approximately US$80m after forgiveness of a prior US$25m bridge loan.
Crucially, Brazilian reporting (3 June 2026) reveals that on 2 February 2026, Textor himself pledged the 90,000 Class B shares to GDA Luma as security for that US$25m loan, which is precisely the “GDA introduction” Textor’s own complaint (paragraph 53) admits he made, but which he now recasts as having been hijacked by Lins and Montenegro “without him.”
Lins’ public response is direct and damaging to Textor’s position: Textor “took the shares out of his own name and put them in Eagle’s name. In February 2026 he pledged all the shares to GDA, he himself had already made GDA the owner of Botafogo.” Textor’s countering position, given through “Canal do TF,” is that a “pledge of shares as collateral is not a transfer,” and that there are “relevant legal proceedings in the UK and the United States” that “bankruptcy administrators like Cork Gully cannot simply ignore.”
The €104m OL allegation (paragraph 14(d)) is a notable new disclosure. This filing’s claim that Kang/OL offered to reduce OL’s debt to Botafogo from €104m to €20m in exchange for supporting Lins/Montenegro against Textor is consistent with, but adds specificity to my reporting (5–7 June brief) that “Michele Kang is the one playing hardest” in the Botafogo–Lyon caixa-único negotiations, with Gazeta Botafogo separately reporting a Kang counter-proposal involving “more than R$200m plus the transfer of… Álvaro Montoro.”
Whether the €104m-to-€20m figure is accurate cannot be verified from a primary source, it appears here only as Textor’s pleaded allegation, attributed to “admitted” statements in meetings, which is a serious allegation that should be treated as unproven pending discovery.
The pattern of parallel litigation. This Florida state filing is now at least the third or fourth active proceeding Textor has initiated or maintained in this saga across jurisdictions: (i) the UK proceedings concerning Eagle Bidco’s administration and the alleged Ares/Kang side agreement (which Textor reported to the French AMF in January 2026); (ii) the separate Textor v. Iconic Sports Eagle Investment LLC litigation, where Textor’s own parallel Florida federal counter-suit was dismissed on jurisdictional grounds on 15 October 2025, and his appeal of that dismissal was rejected in full by the Court of Appeal on 25 March 2026 ([2026] EWCA Civ 355); (iii) the Rio de Janeiro filing mirroring an ownership declaration; and now (iv) this Palm Beach County state action. The October 2025/March 2026 dismissal of his prior Florida federal jurisdictional theory is directly relevant background: a comparable jurisdictional challenge to this filing’s Florida nexus is a live risk, particularly given paragraph 25’s admission of competing New York/English forum clauses.
Overall implications
This filing functions as a title-clouding and leverage device rather than a likely winning declaratory action on its own legal merits. Its practical effect, regardless of ultimate success, is to inject documented, court-filed uncertainty into Botafogo’s share register at the precise moment Cork Gully and GDA Luma are trying to close a transaction, which is consistent with Textor’s own public statement that litigation is intended to force administrators to “not simply ignore” his claims.
The $400m tortious interference claim against Lins and Montenegro personally (rather than against GDA Luma, Kang, or Ares, the parties with the deepest pockets and the most central roles) is notably asymmetric, and may reflect either a genuine view that Lins and Montenegro are the proximate wrongdoers, or a tactical choice to pressure individuals who, unlike Eagle (in administration) or GDA Luma (a third-party purchaser), are personally exposed and may be more amenable to a negotiated resolution restoring some role for Textor.
The most significant unresolved evidentiary problem for Textor across all four fronts remains the same:
His own February 2026 pledge of the shares to GDA Luma is very difficult to reconcile with a simultaneous claim, advanced in June 2026, that he never lost ownership and that the Eagle transfer was void from inception in 2022.
Categories: The Analysis Series