Justia Business Law Opinion Summaries

Dr. Lozano treated Andrade during her pregnancy and delivered her daughter at Women’s Hospital at Renaissance in Edinburg. The delivery was complicated by the baby’s shoulder dystocia, and Dr. Lozano allegedly engaged in excessive twisting. Andrade sued Lozano, alleging that his negligence caused the child permanent injury, including nerve damage and permanent paralysis of one arm. Andrade later added Renaissance, a limited partnership that owned and operated the Hospital, and RGV, Renaissance’s general partner. Lozano, an independent contractor with admitting privileges at the Hospital, was a limited partner in Renaissance. The Andrades settled with Lozano and nonsuited their claims against Renaissance. RGV moved for summary judgment, arguing that they were not liable for Lozano’s conduct because he was not acting within the scope of the partnership or with partnership authority when providing obstetrical care to Andrade, Tex. Bus. Org. Code 152.303. The trial court denied the motion. The Supreme Court of Texas reversed. The ordinary course of the partnership’s business does not include a doctor’s medical treatment of a patient and that the doctor was not acting with the authority of the partnership in treating the patient; the partnership cannot be liable for the doctor’s medical negligence. View "Doctor Hosp. at Renaissance, Ltd. v. Andrade" on Justia Law

M-I and NOV compete, providing solid-control equipment to the oil-and-gas industry, including mesh screens that filter solid matter from drilling fluid. In 2012, Russo became business development manager of M-I’s screen division and obtained in-depth knowledge of M-I’s bidding strategies, pricing, customer preferences, solid-control systems, and deployment strategies. In 2014, Russo left M-I to become NOV’s screen division global product line manager. M-I sent Russo a letter, asserting breach of a non-compete agreement he executed when he joined M-I . Russo sought a declaration that the agreement was unenforceable. M-I counterclaimed for breach of the agreement, breach of fiduciary duty, misappropriation of trade secrets, and tortious interference, and asserted third-party claims against NOV. At a hearing on M-I’s application for a temporary injunction, M-I sought to establish its trade secrets by Moore’s oral testimony, and requested that everyone, except counsel, experts, and Russo be excluded from the courtroom. The trial court denied M-I’s request. Concerned about disclosing Moore’s testimony, M-I obtained a recess to petition the court of appeals for a writ of mandamus. M-I submitted, in camera to the court of appeals, Moore's affidavit detailing her proposed testimony . Russo and NOV objected to the affidavit as an ex parte communication. The court of appeals denied their motion for access, along with M-I’s mandamus petition. The Texas Supreme Court conditionally granted mandamus relief. The trial court erred in concluding that the exclusion of NOV’s designated representative from portions of the hearing involving trade secrets would violate due process without balancing the competing interests and must, on remand, conduct that balancing. The court also abused its discretion when it ordered the Moore affidavit disclosed without reviewing it in camera. View "In re M-I, L.L.C." on Justia Law

The Texas Optometry Act prohibits commercial retailers of ophthalmic goods from attempting to control the practice of optometry; authorizes the Optometry Board and the Attorney General to sue a violator for a civil penalty; and provides that “[a] person injured as a result of a violation . . . is entitled to the remedies. In 1992, Wal-Mart opened “Vision Centers” in its Texas retail stores, selling ophthalmic goods. Wal-Mart leased office space to optometrists. A typical lease required the optometrist to keep the office open at least 45 hours per week or pay liquidated damages. In 1995, the Board advised Wal-Mart that the requirement violated the Act. Wal-Mart dropped the requirement and changed its lease form, allowing the optometrist to insert hours of operation. In 1998, the Board opined that any commercial lease referencing an optometrist’s hours violated the Act; in 2003, the Board notified Wal-Mart that it violated the Act by informing optometrists that customers were requesting longer hours. Optometrists sued, alleging that during lease negotiations, Wal-Mart indicated what hours they should include in the lease and that they were pressured to work longer hours. They did not claim actual harm. A jury awarded civil penalties and attorney fees. The Fifth Circuit certified the question of whether such civil penalties, when sought by a private person, are exemplary damages limited by the Texas Civil Practice and Remedies Code Chapter 41. The Texas Supreme Court responded in the affirmative, noting that “the certified questions assume, perhaps incorrectly, that the Act authorizes recovery of civil penalties by a private person, rather than only by the Board or the Attorney General.” View "Wal-Mart Stores, Inc. v. Forte" on Justia Law

The Golf Channel, Inc. entered into an agreement with Stanford International Bank Limited (Stanford) under which Golf Channel received $5.9 million in exchange for media-advertising services. It was later discovered that Stanford used a classic Ponzi-scheme artifice. At issue in this case was whether Golf Channel must return all remuneration paid for services rendered absent proof the transaction benefited Stanford’s creditors. The Fifth Circuit initially ordered Golf Channel to relinquish its compensation, concluding that media-advertising services have “no value” to a Ponzi scheme’s creditors despite the same services being potentially “quite valuable” to the creditors of a legitimate business. On rehearing, the Circuit vacated its opinion and certified a question to the Supreme Court regarding the Texas Uniform Fraudulent Transfer Act (TUFTA), under which an asset transferred with intent to defraud a creditor may be reclaimed for the benefit of the transferor’s creditors unless the transferee took the asset in good faith and for “reasonably equivalent value.” The Supreme Court held that TUFTA does not contain separate standards for assessing “value” and “reasonably equivalent value” based on whether the debtor was operating a Ponzi scheme and that value must be determined objectively at the time of the transfer and in relation to the individual exchange at hand. View "Janvey v. Golf Channel, Inc." on Justia Law