In In re Poe Trust, a co-trustee of a trust filed suit to modify the trust to change distribution provisions, increase the number of trustees, and change the method for trustees to vote on issues as well as other...more
In Skeels v. Suder, a departing shareholder of a law firm sued regarding the firm’s decision to redeem his shares for no consideration. No. 21-1014, 2023 Tex. LEXIS 578 (Tex. June 23, 2023). ...more
The Texas Supreme Court held that arbitration clauses in trust documents may be enforced regarding claims by beneficiaries against trustees. In Rachal v. Reitz, a beneficiary sued a trustee for failing to provide an...more
5/5/2023
/ American Arbitration Association ,
Arbitration ,
Asset Management ,
Beneficiaries ,
Breach of Duty ,
Contract Terms ,
Estate Planning ,
Fiduciary Duty ,
Trust Distributions ,
Trustees ,
Trusts
David F. Johnson co-presented with Zachary S. Davis from Stoel Rives LLP, in Portland, Oregon, on “Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls” on January 31, 2023,...more
It is common for wills or trusts to provide that the fiduciary has the right to construe the document. For example, a provision may state that the fiduciary shall resolve any question regarding the construction,...more
The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more
Parties often add limitation-of-liability clauses to their agreements. These types of clauses can purport to limit a party’s claims or damages or both. ...more
David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more
9/8/2021
/ Board of Directors ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Conflicts of Interest ,
Contract Terms ,
Corporate Officers ,
Derivative Suit ,
Fiduciary Duty ,
Good Faith ,
Legal Representatives ,
Majority Shareholders ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholder Oppression ,
Shareholder Rights ,
Shareholders
The owners of a corporation may enter into shareholder agreements. In Richie, the Texas Supreme Court stated: “Shareholders of closely-held corporations may address and resolve such difficulties by entering into shareholder...more
David F. Johnson, lead writer for the Texas Fiduciary Litigator blog, discusses the enforceability of arbitration, forum-selection, and jury-waiver clauses in trust and will disputes as well as other related issues associated...more
2/25/2020
/ Arbitration ,
Choice-of-Law ,
Contract Drafting ,
Contract Terms ,
Estate Claims ,
Estate Planning ,
Fiduciary ,
Forum Selection ,
Jury Waivers ,
Mediation ,
Popular ,
Testamentary Capacity ,
Trusts ,
Undue Influence Claims
Individuals execute trusts and wills to determine how certain assets are to be managed and distributed. Those same individuals may want to have some control over the dispute resolution process for any conflicts that arise in...more
11/5/2019
/ Arbitration ,
Beneficiaries ,
Contract Terms ,
Estate Planning ,
Estoppel ,
Forum Selection ,
Jurisdiction ,
Jury Trial ,
Jury Waivers ,
Mandatory Arbitration Clauses ,
State Constitutions ,
Trusts ,
Wills ,
Writ of Mandamus
In Gray vs. Ward, Ward and Gray started a limited partnership where Ward was a limited partner and Gray was a limited partner and the manager of the general partner. No. 05-18-00266-CV, 2019 Tex. App. LEXIS 6992 (Tex....more
10/3/2019
/ Abuse of Discretion ,
Appeals ,
Arbitration ,
Breach of Contract ,
Breach of Duty ,
Buy-Out Agreements ,
Contract Terms ,
Defamation ,
Employment Contract ,
Federal Arbitration Act ,
General Partnerships ,
Limited Partnerships ,
Partnership Agreements ,
Wrongful Termination
In Godoy v. Wells Fargo Bank, N.A., a bank sued a guarantor to recover on a deficiency following a foreclosure sale. No. 18-0071, 2019 Tex. LEXIS 443 (Tex. May 10, 2019)....more
In Bombardier Aero. Corp. v. Spep Aircraft Holdings, a plaintiff who had purchased an aircraft sued the defendant for fraud associated with representations regarding whether the aircraft was new or used. No. 17-0578, 2019...more
In JPMorgan Chase Bank, N.A. v. Orca Assets G.P., a trustee leased minerals to a leasee. No. 15-0712, 2018 Tex. LEXIS 250 (Tex. March 23, 2018)....more
In Knopf v. Gray, the will disposed of the testator’s entire estate, specifically including a tract of land. No. 17-0262, 2018 Tex. LEXIS 249 (Tex. March 23, 2018)....more
In Pinto Tech. Ventures, L.P. v. Sheldon, the Texas Supreme Court held that business tort claims, including breach of fiduciary duty, were subject to a forum-selection clause in a shareholders agreement. No. 16-0007, 2017 WL...more
In the process of drafting contracts, parties can shape the process for resolving their future disputes. They can potentially select the forum for dispute resolution, the body that will resolve the disputes, the law that will...more