Justia Texas Supreme Court Opinion Summaries

Articles Posted in Business 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

Posted in: Business 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

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Certain minority shareholders filed suit in a Texas court alleging dilution of equity interests. Defendants responded by invoking a forum-selection clause designating Delaware as the proper forum for disputes arising out of a shareholders agreement. The court of appeals reversed the trial court’s grant of Defendants’ motion to dismiss, concluding that the forum-selection clause did not control because the shareholders’ extracontractual claims did not allege noncompliance or interference with any rights or obligations derived from the shareholders agreement. The Supreme Court reversed and dismissed the shareholders’ claims in part, holding (1) the shareholders’ statutory and common-law tort claims evidence a “dispute arising out of” the shareholders agreement; and (2) the shareholders’ noncontractual claims fell within the forum-selection clause’s scope. View "Pinto Technology Ventures, LP v. Sheldon" on Justia Law

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The First Pentecostal Church of Beaumont entrusted over one million dollars for safekeeping to The Lamb Law Firm, P.C., and the firm deposited the money into its trust account. In just over one year, the church’s money was gone. The church sued the law firm; Kip Lamb, the firm’s owner; and Leigh Parker, one of the firm attorneys representing the church. The trial court granted summary judgment in favor of Parker. The church appealed, challenging the court’s rulings with respect to the claims for breach of fiduciary duty, civil conspiracy, aiding and abetting, and joint venture. The court of appeals affirmed. The Supreme Court (1) affirmed the judgment on the church’s claims for civil conspiracy, aiding and abetting, and joint venture; but (2) reversed the church’s claim that it was entitled to equitable remedies as to Parker for breach of fiduciary duties he owed to the church, holding that the church did not need to prove that Parker’s breach of fiduciary duty caused actual damages as to the equitable remedies it sought, and the church did not waive its claim for equitable remedies. View "First United Pentecostal Church of Beaumont v. Parker" on Justia Law