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TX Supreme Court Breach of Duty

Winstead PC

Texas Supreme Court Reverses Order In Trust Dispute Granting A Constructive Trust

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In In re Trust A & Trust C, a beneficiary sued a trustee for breach of fiduciary duty and sought a constructive trust over assets that were transferred out of the trust. 690 S.W.3d 80 (Tex. 2024)....more

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Federal Court Denies Summary Judgment On Breach Of Fiduciary Duty Claim Against Former Employee

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In Eho360 LLC v. Opalich, an employer sued its former employee for breaching fiduciary duties and other related claims regarding the former employee setting up a competing business. No. 3:21-CV-0724-B, 2023 U.S. Dist. LEXIS...more

Freeman Law

Texas Law Update: Statute of Limitations, the Discovery Rule, and Fraudulent Concealment

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On January 13, 2023, the Texas Supreme Court issued its opinion in Marcus & Millichap Real Estate Investment Services of Nevada, Inc. v. Triex Texas Holdings, LLC, __ S.W.3d __, 2023 WL __ (Tex. Jan. 13, 2023) (per curiam)...more

Patterson Belknap Webb & Tyler LLP

Delaware Court Finds Texas’s Trust Fund Doctrine Lives, but Debtor’s Fiduciary Claims Dead on Arrival

A Delaware bankruptcy court recently held that Texas’s “trust fund doctrine” remains applicable for companies that have not availed themselves of Texas’s formal dissolution process.  Nonetheless, fiduciary claims by a...more

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Texas Supreme Court Holds That A Director Of A Corporation Cannot Hold An Informal Fiduciary Duty To A Stockholder

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In In re Estate of Poe, shortly before his death, Dick, who was the sole director of Poe Management, Inc. (PMI), authorized the corporation to issue new shares that he bought for $3.2 million. No. 20-0178, 2022 Tex. LEXIS 544...more

Freeman Law

The Business Judgment Rule in Texas

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Corporate officers and directors owe a fiduciary duty to the corporation that they serve, and they can be held liable if they breach that fiduciary duty. Fiduciary duties are not codified in the Texas Business Organizations...more

King & Spalding

Freedom of Contract Cited as the Reason for Texas Supreme Court's Affirmation of Court of Appeals Judgment in ETP v. Enterprise

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On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed the 2017 judgment of the Dallas Court of Appeals that Texas law upholds the rights of contracting parties to agree not to be partners unless certain...more

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Texas Supreme Court Holds That  Parties Can Conclusively Agree That, As Between Themselves, No Partnership Will Exist Unless...

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In Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., one pipeline company sued another for breaching a duty of loyalty that allegedly arose out of a partnership to develop a pipeline. No. 17-0862, 2020 Tex....more

Jackson Walker

In Major Partnership Decision, Texas Supreme Court Affirms That Businesses Can Contract for Conditions Precedent to Preclude the...

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Disputes often arise over whether parties have agreed to, or by their conduct they have, committed themselves to a transaction. On January 31, 2020, the Texas Supreme Court delivered its decision in Energy Transfer Partners,...more

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The Texas Legislature Has Limited Discovery Of A Defendant’s Net Worth For Exemplary Damage Claims

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Plaintiffs in civil litigation often seek punitive or exemplary damages. “Exemplary damages” means any damages awarded as a penalty or by way of punishment but not for compensatory purposes....more

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Shareholder Oppression Claims: Looking Past the Urban Myth to Remedies that Continue to Survive in The Real World of Texas Law

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Many Texas lawyers and their private company clients continue to refer to the claim for shareholder oppression as if it remains a viable cause of action under Texas law. And yet, for all practical purposes, the claim for...more

A&O Shearman

Texas Supreme Court Agrees to Review Controversial Ruling Regarding Texas Partnerships

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On June 28, 2019, the Texas Supreme Court agreed to review a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d 531...more

Vedder Price

Global Transportation Finance Newsletter - May 2019

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In This Issue: Buyer Beware: Court Upholds Punitive Damages Waiver in Case Alleging Fraud for “New” Aircraft Sale - Embraer v. Dougherty Air Trustee: Avoiding Foot Faults in Your Residual Value Guarantee Contract - ...more

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Melancholy Minority Shareholders: Five-Years after Ritchie v. Rupe, No Cause for Celebration by Texas Private Company Investors

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Almost five years have passed since the Texas Supreme issued its decision in Ritchie v. Rupe in 2014 abolishing shareholder oppression as a claim under common law by minority shareholders in private Texas companies....more

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Texas Supreme Court Holds That Conspiracy Theories Have the Same Statute Of Limitations As Their Underlying Torts

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Joint liability for breach of fiduciary duty claims is a rather confusing area of law in Texas. Texas courts have discussed three different theories that allow for joint liability: knowing participation in breach of fiduciary...more

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The Texas Supreme Court Denies Review In A Case Awarding Mental Anguish Damages, Exemplary Damages, and Other Damages For A...

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Today, the Texas Supreme Court denied review in Wells Fargo v. Militello, No. 05-15-01252-CV, 2017 Tex. App. LEXIS 5640 (Tex. App.—Dallas June 20, 2017, pet. denied). In Militello, the court of appeals affirmed a trial...more

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Texas Supreme Court Enforces Forum-Selection Clause In Breach Of Fiduciary Duty Case Arising From A Shareholder Agreement

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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

Eversheds Sutherland (US) LLP

It Is Not A Duck! $535 million pipeline verdict reversal portends new era of joint venture conflicts.

On July 18, 2017, the Dallas Court of Appeals reversed a 2014 jury verdict that resulted in a $535 million judgment in favor of Energy Transfer Partners, L.P. (“ETP”) against its counterparty (appellate decision linked here)....more

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In A Usurpation Of Corporate Opportunity Case, The Texas Supreme Court Reversed A Constructive Trust Due To A Failure To Trace The...

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In Longview Energy Co. v. The Huff Energy Fund, LP, Longview Energy Company sued two of its directors and their affiliates after discovering one affiliate purchased mineral leases in an area where Longview had been...more

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Texas Supreme Court Addresses The Causation Requirement For A Breach Of Fiduciary Duty Claim And Conspiracy, Aiding And Abetting...

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In First United Pentecostal Church of Beaumont v. Parker, a church hired an attorney to defend it against sexual abuse allegations. 2017 Tex. LEXIS 295 (Tex. March 17, 2017). During the same time, the church also engaged the...more

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The Texas Supreme Court Will Review A Breach Of Fiduciary Duty Claim Against Directors For Allegedly Usurping A Corporate...

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The Texas Supreme Court granted the petition for review in Longview Energy Co. v. The Huff Energy Fund, 482 S.W.3d 184 (Tex. App.—San Antonio 2015, pet granted). In this case, the plaintiff asserted a breach of fiduciary duty...more

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Use of Company Policies To Establish The Violation of A Fiduciary Duty

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Plaintiffs often seek discovery on a financial institution’s policies and procedures with an eye towards using that evidence against the institution. If a financial institution’s representative or representatives did not live...more

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Court Holds That An Officer Can Negotiate New Employment Without Breaching Fiduciary Duties

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In Great American Food Chain, Inc. v. Andreottola, a corporate officer and director negotiated and accepted employment with a competitor while still employed with his prior employer. No. 3:14-CV-1727-BK, 2016 U.S. Dist. LEXIS...more

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Court Holds that Disgorgement Award for Breach of Fiduciary Duty Was Neither Punitive Nor Excessive and that Exemplary Damages...

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A court of appeals recently issued an opinion rejecting a fiduciary’s claims regarding the excessiveness of the trial court’s judgment that awarded disgorgement and exemplary damages. In Swinnea v. ERI Consulting Engineers,...more

BakerHostetler

The Deeper Dive in Texas: Recent Appellate Court Decisions Affecting Providers

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For this edition of the Deeper Dive, we travel to Texas for a look at some interesting cases involving healthcare providers decided on appeal in 2015. Some of these decisions may be surprising – and perhaps even troubling –...more

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