Justia Business Law Opinion Summaries

Articles Posted in Supreme Court of Texas
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The Supreme Court affirmed the judgment of the court of appeals reversing the judgment of the trial court concluding that Petitioners (together, ETP) and Respondents (together, Enterprise) had created a partnership to market and pursue a pipeline project to transport crude oil from Oklahoma to the Gulf Coast, holding that Texas law permits parties to conclusively agree that, as between themselves, no partnership will exist unless certain conditions are satisfied.In three written agreements, the parties set forth their intent that neither party be bound to proceed with the project at issue until each company's board of directors had approved the execution of a formal contract and definitive agreements memorializing the terms and conditions of the transactions were executed and delivered. ETP later sued arguing the parties had formed a partnership to market and pursue a pipeline and that Enterprise breached its statutory duty of loyalty. The trial court entered judgment for ETP. The court of appeals reversed. The Supreme Court affirmed, holding (1) parties can conclusively negate the formation of a partnership through contractual conditions precedent; and (2) the parties did so as a matter of law in this case, and there was no evidence that Enterprise waived the conditions. View "Energy Transfer Partners, LP v. Enterprise Products Partners, LP" on Justia Law

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In this dispute between the Hickman Group and the Murrin Group asserting the right to control the management of Billy Bob's the Supreme Court denied the Murrin Group's petition for writ of mandamus challenging the trial court's denial of its motion to disqualify Kelly Hart & Hallman (KHH) as counsel for Billy Bob's Texas Investments (BBT) and as counsel for the Hickman Group, holding that the Murrin Group did not establish a clear abuse of discretion as to the motion to disqualify.The Murrin Group filed the underlying lawsuit against the Hickman Group asserting claims individually by the members of the Murrin Group and claims asserted derivatively on behalf of BBT. KHH was hired to represent both the Hickman Group and BBT in the litigation. The Murrin Group moved to disqualify KHH as counsel for both BBT and the Hickman Group and filed a Rule 12 motion requiring KHH to show its authority to represent BBT. The trial court denied both motions. The Murrin Group sought mandamus relief. The Supreme Court denied relief, holding (1) the trial court properly denied the motion to disqualify; and (2) the Murrin Group did not establish the lack of an adequate remedy at law as to the Rule 12 motion. View "In re Murrin Brothers 1885, Ltd." on Justia Law

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The Supreme Court accepted two questions of Texas law certified to it from the United States Court of Appeals for the Fifth Circuit concerning the damages and attorney's fees available under the Texas Sales Representative Act, chapter 54 of the Business and Commerce Code, Tex. Bus. & Com. Code 54.001-.006. The Court answered (1) the time for determining the existence and amount of "unpaid commission due" under section 54.001(1) is the time of the jury or trial court determines the liability the defendant, whether at trial or through another dispositive trial-court process such as summary judgment; and (2) a plaintiff may recover attorney's fees and costs under section 54.004(2) even if the plaintiff does not receive treble damages if the fact-finder determines that the fees and costs were reasonably incurred under the circumstances. View "JCB, Inc. v. Horsburgh & Scott Co." on Justia Law

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In this defamation case, the Supreme Court affirmed the decision of the court of appeals affirming the judgment of the trial court that a Newspaper was not entitled to summary judgment, holding that fact issues existed that precluded summary judgment.Specifically, the Court held (1) the court of appeals did not err in finding a fact issue on whether the statements at issue were substantially true; and (2) the court of appeals properly found that the Newspaper did not prove it was entitled to summary judgment on the ground that the editorial at issue in this case was protected opinion. View "Scripps NP Operating, LLC v. Carter" on Justia Law

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In this defamation action, the Supreme Court reversed the judgment of the court of appeals and rendered judgment that the complaint be dismissed under the Texas Citizens Participation Act, holding that Respondents failed to carry their burden to survive dismissal under the Act.Respondents sued The Dallas Morning News and Kevin Krause, a writer, arguing that Petitioners defamed them and their compounding-pharmacy business venture. The News moved to dismiss the claims under the Act. The trial court denied the motion to dismiss. The court of appeals affirmed, concluding that Respondents satisfied their burden under the Act to defeat the News's motion to dismiss. The Supreme Court reversed, holding holding that that Respondents did not meet their burden under the Act to show a prima facie case for defamation, and therefore, the News was entitled to dismissal. View "Dallas Morning News, Inc. v. Hall" on Justia Law

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In this proceeding brought pursuant to a petition under Tex. R. Civ. P. 202 to conduct a pre-suit deposition of a website operator, the Supreme Court vacated the judgments of the trial court and the court of appeals and dismissed this case for lack of jurisdiction, holding that the Rule 202 proceeding had been rendered moot by the fact that Petitioner’s potential claims against several anonymous individuals were now time-barred as a matter of law.In its petition, Petitioner sought to investigate potential defamation and business disparagement claims against the anonymous speakers who posted negative statements about Petitioner on a website. The trial court granted Petitioner’s request to depose the website operator under Rule 202, and the court of appeals affirmed. The Supreme Court vacated the judgments of the lower courts and dismissed this case for want of jurisdiction, holding that the statute of limitations had conclusively run on the potential claims Petitioner sought to investigate under Rule 202, and therefore, Petitioner’s petition for pre-suit discovery was moot. View "Glassdoor, Inc. v. Andra Group, LP" on Justia Law

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A taxpayer that conducts business in multiple states must apportion its business revenue among the states in which it does business. Texas Tax Code section 171.106 provides for such apportionment under a single-factor formula, which compares the taxpayer’s gross receipts derived from its Texas business to its gross receipts everywhere. Section 141.001, however, adopts the Multistate Tax Compact, which sets out a three-factor formula for apportioning“business income” for an“income tax” and provides that a taxpayer subject to a state income tax may elect to apportion its income “in the manner provided by the laws of such state” or may elect to apportion using the Compact’s three-factor formula. The appeals court affirmed the trial court’s summary judgment, holding that apportionment of the Texas franchise tax is exclusively the province of chapter 171. The Supreme Court of Texas affirmed. Section 171.106 provides the exclusive formula for apportioning the franchise tax and, by its terms, precludes the taxpayer from using the Compact’s three-factor formula.The Compact is severable and contains no unmistakable language waiving the state’s exercise of the sovereign tax power. Nothing in the Compact expressly prohibits the states from adopting an exclusive apportionment method that overrides the Compact’s formula. View "Graphic Packaging Corp. v. Hegar" on Justia Law

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The Supreme Court affirmed the decision of the court of appeals reversing the trial court’s judgment awarding a constructive trust to Longview Energy Company on certain mineral leases and related property and requiring the disgorgement of money derived from past lease production revenues.Longview sued two of its directors and entities associated with them after discovering that one of the entities had purchased mineral leases in an area where Longview had been investigating the possibility of buying leases. The jury found (1) the directors breached their fiduciary duties to Longview by usurping a corporate opportunity and by competing with the corporation without disclosing the competition, and (2) the entity as issue acquired leases as a result of the breaches. The court of appeals reversed. The Supreme Court affirmed, holding (1) there was no evidence tracing the entity’s acquisition of any specific leases to any assumed breaches, and therefore, the trial court erred by imposing the constructive trust on and requiring the transfer of leases and properties to Longview; and (2) there was no evidence to support the trial court’s damages award. View "Longview Energy Co. v. Huff Energy Fund LP" on Justia Law

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Company sued two of its directors and entities associated with them after discovering that one of the entities had purchased mineral leases in an area where Company had been investigating the possibility of buying leases. A jury found that the directors breached their fiduciary duties to Company in two ways. The trial court awarded a constructive trust to Company on most of the leases in question and also required the disgorgement of money derived from past lease production revenues. The court of appeals reversed, concluding (1) the evidence was insufficient to support the jury’s finding that the directors breached their fiduciary duties by usurping a corporate opportunity; and (2) the pleadings were insufficient to support a claim for breach of fiduciary duty by undisclosed competition with Company. The Supreme Court affirmed, holding (1) the constructive trust award was erroneous; and (2) there was no basis for the trial court to render judgment in favor of Company for money. View "Longview Energy Co. v. Huff Energy Fund, LP" on Justia Law

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A jury awarded Plaintiff future lost profits based on Defendants’ failure to comply with their covenants not to compete and covenants not to solicit. The jury also awarded Plaintiff exemplary damages and attorney fees. The trial court awarded Plaintiff the full amount of damages. The court of appeals reversed and rendered a take-nothing judgment in part and remanded in part, concluding, inter alia, that the evidence was legally insufficient to support the jury’s award of future lost profits and that the exemplary damages award was unconstitutionally excessive. The Supreme Court affirmed in part and reversed in part, holding (1) the court of appeals did not err in concluding that the evidence of future lost profits was legally insufficient; (2) the court of appeals’ remitted exemplary damages award was unconstitutionally excessive; and (3) the court of appeals properly found that remand of the issue of attorney’s fees was proper. The court remanded the case to the court of appeals so that it may reconsider its suggested remittitur of exemplary damages. View "Horizon Health Corp. v. Acadia Healthcare Co." on Justia Law