What's New at Fryar Law Firm, P.C.

Fryar Law Firm Appellate Victory

noreply@blogger.com (Eric Fryar) — Sat, 02 Apr 2011 19:09:00 +0000

On March 31, 2011, the Fourteenth Court of Appeals in Houston, Texas overruled the appellant's motion for rehearing, which sought to overturn the December 28, 2010 opinion in favor of Fryar Law Firm's client in Vaughan v. Hartman, NO. 14-09-00590-CV (Tex. App.--Houston [14th Dist.] 2010). This was a breach of contract/commercial litigation action in which Fryar Law Firm represented the defendant. Fryar Law Firm had achieved summary judgment on claims, which had totaled in excess of one million dollars. Fryar Law Firm then achieved a favorable jury verdict on plaintiff's one remaining claim for approximately $400,000 in in April 2009. The plaintiff appealed, and Fryar Law Firm filed its briefs defending its trial court victory in March 2010. The Court of Appeals' opinion affirmed Fryar Law Firm's jury trial victory in all respects.

Fryar Law Firm Achieves Dismissal of Shareholder Oppression Lawsuit

noreply@blogger.com (Eric Fryar) — Fri, 25 Mar 2011 16:18:00 +0000

On March 24, 2011, Fryar Law Firm obtained the dismissal of a shareholder oppression lawsuit asserted against our client in PCI-Products v. MLM, No. 2011-10850, in the 113th Judicial District Court, Harris County, Texas. The Plaintiff originally filed the action, claiming shareholder oppression, after the corporation's board of directors voted to replace the Plaintiff as president of the Company. The Plaintiff had been able to obtain a Temporary Restraining Order. Fryar Law Firm was then retained to take over the defense of the action. We filed motions to stay or dismiss based on the existence of an arbitration clause in the shareholders' agreement and on standing and jurisdictional defects and an extensive answer and special exceptions to the pleadings. See Fryar Law Firm's defensive pleadings. On the eve of the temporary injunction hearing, the Plaintiff voluntarily dismissed the entire action. The parties are expected ultimately to resolve the dispute by settlement or in arbitration.

Fryar Law Firm Files Usurpation of Corporate Opportunities Claims

noreply@blogger.com (Eric Fryar) — Fri, 25 Mar 2011 16:17:00 +0000

On March 23, 2011, Fryar Law Firm was retained to take over as plaintiff's counsel in No. 10681-B; Williams v. Otcu, in the 198th Judicial District Court, Kerr County, Texas. Fryar Law Firm immediately filed a Second Amended Petition on behalf of the Plaintiff to bring derivative claims for usurpation of corporate opportunities, in addition to the shareholder oppression claims already on file. This case involved not only an attempt to squeeze-out the minority shareholder's interest in the corporation, but the closing down of the corporation and immediate reopening of exactly the same business in the name of another business entity owned by the controlling shareholder, but in which the Plaintiff had no ownership.

Fryar Law Firm Files New Shareholder Oppression Action

noreply@blogger.com (Eric Fryar) — Thu, 17 Mar 2011 02:07:00 +0000

On March 15, 2011, Fryar Law Firm filed Pasagui v. Perez, No. 2011-16452, in the 113th Judicial District Court, Harris County, Texas. Fryar Law Firm is representing a minority shareholder who founded a large Texas corporation that provides contract maid and janitorial services to hotels and businesses. The Petition alleges that Fryar Law Firm's client was squeezed out in a particularly egregious pattern of oppressive conduct. Fryar Law Firm will be seeking a forced buy-out, damages and other equitable relief. Read Shareholder Oppression Petition.

Fryar Law Firm Defeats Motion for Sanctions

noreply@blogger.com (Eric Fryar) — Wed, 16 Mar 2011 03:16:00 +0000

Fryar Law Firm is not afraid to advance novel legal theories. Following the successful settlement of Fiongos v. Cahaba, Austin attorney Fred Coogan pursued a motion for sanctions for frivolous lawsuit against Fryar Law Firm based on the claims that had been asserted against his clients Heep Petroleum, Inc. and Buda Resources, Inc.-owned by Austin businessman Boone Heep. These defendants had been sued on the theory of knowing participation in a breach of fiduciary duties. In a hearing on their motion on March 14, 2010, the 55th Judicial District Court, Harris County, Texas, ruled from the bench that Fryar Law Firm's briefing of the law was correct and summarily denied Coogan's and Heep's motion for sanctions. See Fryar Law Firms Brief on the Sanctions Motion. Eric Fryar had offered to settle the sanctions motion for the cost of a tank of gas to get Coogan and Heep back to Austin. They should have taken that deal.

Fryar Law Firm Achieves Settlement of Fiongos v. Cahaba

noreply@blogger.com (Eric Fryar) — Sun, 27 Feb 2011 00:09:00 +0000

On February 25, 2011, Fryar Law Firm obtained a settlement for its client in Fiongos v. Cahaba, No. 2009-51481, in the 55th Judicial District Court, Harris County, Texas. Fryar Law Firm represented the plaintiff in this lawsuit involving claims of breach of contract and breach of fiduciary duties. Fryar Law Firm originally filed a Petition on behalf of its client in August of 2009. In January 2011, the defendants filed a motion for summary judgment. Fryar Law Firm filed a response on February 7, 2011 demonstrating the basis of fiduciary duties based on an oral agreement to jointly market an oil and gas prospect. While the motion was pending before the court, the parties reached a complete settlement, the terms of which are confidential.

Oral Argument in Sherbert & Campbell v. Mostyn

noreply@blogger.com (Eric Fryar) — Sun, 27 Feb 2011 00:08:00 +0000

On February 8, 2011, Eric Fryar appeared before the First Court of Appeals in Houston Texas to argue the appeal of Sherbert & Campbell v. Mostyn, No. 01-09-00922-CV, in the First Court of Appeals, Houston, Texas. Fryar Law Firm represents the former partners in a Texas general partnership, which was dissolved in 1998. The lawsuit originally filed in the 215th District Court, Harris County, Texas, alleges that certain significant assets of the partnership were misappropriated by the other partner during winding up of the partnership affairs. The trial court granted summary judgment based on the statute of limitations. Fryar Law Firm appealed. The oral argument primarily dealt with very significant issues of Texas law regarding the application of the statute of limitations to the winding up of a partnership and the effect of fiduciary duties on the application of the discovery rule. Read Fryar Law Firm's Appellant's Brief and Reply Brief on these issues to the Court of Appeal.

Fryar Law Firm Achieves Settlement in Messer v. Hartman

noreply@blogger.com (Eric Fryar) — Sun, 27 Feb 2011 00:07:00 +0000

On January 26, 2011, Fryar Law Firm achieved a settlement of all claims of behalf of its client in Messer v. Hartman Income REIT, No. DC-09-15724-B, in the 44th District Court, Dallas County, Texas. This was a breach of contract commercial dispute in which Fryar Law Firm represented the defendant. The case arose out of a real estate development project, which had to be shut down because of a massive fraud perpetrated by the promoter. The plaintiff was the general contractor on the project, which sued for over $500,000 on the terminated contract and additional claims totalling almost $1 million. Fryar Law Firm defended the action and filed a counterclaim based on the plaintiff's apparent complicity in the fraud. Ultimately, Fryar Law Firm was able to obtain a complete settlement of the action for $150,000.

Significant Ruling in Fryar Law Firm's Case

noreply@blogger.com (Eric Fryar) — Sun, 27 Feb 2011 00:03:00 +0000

On January, 13, 2011, the United States Bankruptcy Court of the Southern District of Texas (Judge Bohm) issued a very significant and thoughtful opinion addressing important issues in Delaware and Texas shareholder oppression law. Fryar Law Firm originally filed Schermerhorn v. Centurytel in state court in Houston, Texas. Fryar Law Firm and its co-counsel represent former minority shareholders of SkyComm Technologies, Inc. (a Delaware corporation). Prior to the filing of the suit, SkyComm's wholly-owned subsidiary, Skyport Global Communications, Inc. (a Texas corporation) had been in bankruptcy and had been merged with SkyComm, leaving Skyport as the surviving corporation and extinguishing the shares of the SkyComm shareholders. Fryar Law Firm's lawsuit pleaded various claims for breach of fiduciary duties, shareholder oppression, and fraud against certain former directors and controlling shareholders of SkyComm. The defendant's removed the case to the bankruptcy court and moved to dismiss all claims as barred by the bankruptcy. In ruling on the motion, the Bankruptcy Court had to decide many important issues dealing with the effect of a bankruptcy on shareholder oppression claims and whether such claims are direct or derivative. While the motion was granted as to certain claims brought by the plaintiffs, the Court held that the majority of the claims were direct claims and survived the bankruptcy. Those claims will be remanded to state court.

Fryar Law Firm Achieves Appellate Victory

noreply@blogger.com (Eric Fryar) — Sun, 27 Feb 2011 00:02:00 +0000

On December 28, 2010, the Fourteenth Court of Appeals in Houston, Texas handed down an opinion in favor of Fryar Law Firm's client in Vaughan v. Hartman, NO. 14-09-00590-CV (Tex. App.--Houston [14th Dist.] 2010). This was a breach of contract/commercial litigation action in which Fryar Law Firm represented the defendant. The plaintiff had originally brought suit in the 333rd District Court, Harris County, Texas, seeking over one million dollars in unpaid commissions and approximately $400,000 in "backend participation" payments. Fryar Law Firm obtained a summary judgment on all the plaintiff's claims in February 2008, except the backend participation claim. The case went to trial in April 2009, with Fryar Law Firm defending the plaintiff's remaining claim on the grounds that the plaintiff had materially breached the contract and was not entitled to further payment. The jury found in favor of Fryar Law Firm's client. The plaintiff appealed, and Fryar Law Firm filed its briefs defending its trial victory in March 2010. The Court of Appeals' opinion affirms Fryar Law Firm's victory in the trial court in all respects.

Fryar Law Firm Achieves Settlement in Tevis v. D'Ercole

noreply@blogger.com (Eric Fryar) — Sat, 26 Feb 2011 23:57:00 +0000

On November 29, 2010, Fryar Law Firm obtained a settlement for its client in Tevis v. D'Ercole, No. 2009-11208 in the 11th District Court, Harris County, Texas. This was a shareholder oppression case in which Fryar Law Firm represented the plaintiff minority shareholder. Fryar Law Firm filed a minority shareholder oppression lawsuit on behalf of its client on February 21, 2009, and after extensive discovery moved for summary judgment in favor of the plaintiff's claims on October 29, 2010. After a mediation, Fryar Law Firm obtained a settlement for its client, the terms of which are confidential. Our client graciously praised Fryar Law Firm's efforts on his behalf.

Fryar Law Firm Achieves Settlement in Scruggs v. Reber

noreply@blogger.com (Eric Fryar) — Sat, 26 Feb 2011 22:22:00 +0000

On September 15, 2010, the Court entered a final judgement effectuating a settlement of Cause No. 2009-10216-16; Michael Scruggs v. Reber, Allen, and Zingenuity, Inc., in the 16th Judicial District Court, Denton County, Texas. This was a shareholder oppression case in which Fryar Law Firm represented the two majority shareholder defendants. The minority shareholder had originally filed suit for shareholder oppression and other claims. Fryar Law Firm appeared on behalf of the two individual defendants. The corporation retained separate counsel. Both the corporation and Fryar Law Firm's clients filed counterclaims and third-party actions. All of the claims by and against the minority shareholder have now been settled. Fryar Law Firm will remain in this case representing both the individuals and the corporation on the remaining claims for malpractice and breach of fiduciary duties against the lawyer who had represented both the corporation and the minority shareholder at the time the company was formed until the lawsuit was filed.

Johnson v. Amtex Settlement

noreply@blogger.com (Eric Fryar) — Fri, 13 Aug 2010 14:05:00 +0000

On August 12, 2010, Fryar Law Firm achieved a favorable settlement on behalf of a minority shareholder in a Texas government contracting and security services corporation. The case involved a unique squeeze-out scheme in which the controlling shareholders terminated the employment of minority shareholder and then paid themselves in common shares in lieu of salary, diluting the ousted shareholder's interest from almost 20% to less than 1%. The controlling shareholders then attempted a reverse stock split which would have resulted in the minority shareholder owning a fractional share and allowing the controlling shareholders to cash out his interest. Fryar Law Firm filed suit in November 2009 to prevent the squeeze-out. The settlement provides for a voluntary buy-out, the terms of which will be confidential. The client praised our efforts and results.

Three New Attorneys Join Fryar Law Firm

noreply@blogger.com (Eric Fryar) — Fri, 06 Aug 2010 21:58:00 +0000

Fryar Law Firm is please to announce the addition of three talented new attorneys to our staff.

Matthew M. Buschi, Associate

Matthew is a 2008 Magna Cum Laude graduate of Hofstra University Law School.

Christina D. Richardson, Associate

Christina is a 2009 graduate of South Texas College of Law and has just finished serving as Briefing Attorney to the 80th Judicial District Court.

Avniel J. Adler, Of Counsel

Avniel is a 2009 graduate of Hofstra University Law School and is licensed both in Texas and New York.

Fryar Law Firm Appears in Scruggs v. Reber

noreply@blogger.com (Eric Fryar) — Mon, 05 Apr 2010 17:46:00 +0000

On March 23, 2010, Fryar Law Firm entered an appearance as lead counsel for defendants David Reber and Scott Allen in Cause No. 2009-10216-16; Michael Scruggs v. David Reber, Scott Allen, and Zingenuity, Inc., in the 16th Judicial District Court, Denton County, Texas. This case is a shareholder oppression case filed by minority shareholder Scruggs against the other two shareholders of Zingenuity, Inc. Fryar Law Firm will be lead counsel for the two defendant shareholders. The corporation is being separately represented by Jones & Davis. The case is currently set for trial May 3, 2010.

Fryar Law Firm Sponsors Peace Corps. Project in Cameroon

noreply@blogger.com (Eric Fryar) — Thu, 25 Mar 2010 22:44:00 +0000

Fryar Law Firm, P.C.'s contributed the remainder necessary to meet the budget for the building and equipping of a High School Science laboratory in rural Cameroon. The project is headed by Peace Corps volunteer Tess Sexton. Read more about this worthwhile project.

Trial Victory in Habitat for Humanity of San Antonio v. Hartman Management

noreply@blogger.com (Eric Fryar) — Tue, 23 Mar 2010 22:29:00 +0000

On February 26, 2010, a jury in San Antonio, Texas returned a verdict in favor of Fryar Law Firm's client Hartman Management. The plaintiff had sued our client for breach of contract arising out of commercial dispute between a Home Center Store operated by Habitat for Humanity in the Walzem Center in San Antonio against Hartman Management, the owner and manager of the shopping center. The case was tried in Bexas County District Court before the Hon. Renee McElhaney. Opposing counsel was Mark Murphy and Molly Neck-Borshard of Oppenheirmer Blend Harrison & Tate. The case was submitted to a jury after a four-day trial, and the jury returned a verdict denying all relief to the plaintiff. The case was originally filed in March 2009, and Fryar Law Firm was able to obtain a complete resolution in favor of our client in less than a year.

Fryar Law Firm appears in Planarc Architectural Design Group, Inc. v.. Hartman Management, L.P.

noreply@blogger.com (Eric Fryar) — Tue, 23 Mar 2010 22:23:00 +0000

On January 4, 2010, Fryar Law Firm, P.C. filed an answer for the defendant in Planarc Architectural Design Group, Inc. v. Hartman Management, L.P., No. DC-09-16121, in the 192nd Judicial District Court, Dallas County, Texas. This is a business lawsuit in which Fryar Law Firm will be defending against claims of breach of contract.

Christopher Grier Joins Fryar Law Firm, P.C.

noreply@blogger.com (Eric Fryar) — Tue, 23 Mar 2010 22:18:00 +0000

On January 1, 2010, Christopher Grier joined Fryar Law Firm, P.C. as a member of the firm. Mr. Grier is a 2000 graduate of South Texas College of Law and brings significant experience in both business litigation and employment litigation. Chris will co-head Fryar Law Firm's employment law practice, along with Eric Fryar.

Christopher Grier Attorney Profile

Victory for our client in Lopez v. Gil Ramirez Homes, Inc.

noreply@blogger.com (Eric Fryar) — Fri, 03 Jul 2009 19:51:00 +0000

On June 26, 2009, Judge Larry Weiman granted Fryar Law Firm's motions for final summary judgment in full, and dismissed with prejudice all claims pending against our clients Gil Ramirez Sr. and Gil Ramirez Jr. in the case of Lopez v. Gil Ramirez Homes, Inc., 2007-74672, in the 80th Civil District Court, Harris County, Texas. On May 18, 2009, Fryar Law Firm had substituted in as lead counsel for Gil Ramirez Sr. and Gil Ramirez Jr. in a two-year-old lawsuit involving a personal injury claim arising out of an accident in late 2006 on a construction site on which Gil Ramirez Homes, Inc. was the builder. The plaintiff sued Gil Ramirez Homes, Inc. and several other companies that are owned, directly or indirectly, by Houston builder Gil Ramirez Sr. The plaintiff also sued Mr. Ramirez and his son individually. Mr. Ramirez was forced to retain separate counsel when his corporate insurance carrier refused coverage to Mr. Ramirez and his son as corporate officers. (A separate demand has been made regarding that wrongful refusal). Immediately upon entering the litigation, Fryar Law Firm filed motions for summary judgment and other motions attacking the pleadings with regard to the claims made against our clients individually. The lawsuit concluded in our clients' favor after less than two months from our entry into the litigation. Plaintiff's counsel is Andrew Sher, of The Sher Law Firm, PLLC, Houston, Texas. The Gil Ramirez companies are represented by Hal Hargis, of Irelan Hargis, PLLC, Houston, Texas.

Eric Fryar to speak on Shareholder Oppression

noreply@blogger.com (Eric Fryar) — Sun, 17 May 2009 21:52:00 +0000

Eric Fryar will speak on The Shareholder Oppression Doctrine: What Texas Business Lawyers Need to Know, on June 11, 2009, at the University of Houston Law Foundation's Advising Businesses in Troubled Times continuing legal education seminar. See advance copy of Eric Fryar's paper. See advance copy of Eric Fryar's Powerpoint Presentation.

Decision Strategies, Inc. Shareholder Dispute Resolved

noreply@blogger.com (Eric Fryar) — Mon, 27 Apr 2009 21:00:00 +0000

Fryar Law Firm, P.C. announces the successful resolution of a shareholder dispute involving Houston-based oil and gas industry consulting firm, Decision Strategies, Inc. In late March 2009, DSI implemented a reduction of force, which adversely affected one of the minority shareholders. The corporation did not exercise its option to repurchase the minority shareholder's stock. Therefore, because the corporation did not pay dividends, the corporation's actions left this minority shareholder with no income and no means of obtaining an economic return on stock ownership. Fryar Law Firm was retained by the shareholder to advise as to the legal rights of minority shareholders. Fryar Law Firm immediately informed the corporation and its controlling shareholder that the current situation was in derogation of the shareholder's reasonable expectations and that the firm intended to undertake a comprehensive inspection of the company's records for the purpose of discussing a financial restructuring to achieve greater fairness for minority shareholders. The parties then entered into negotiations that resulted in an agreement for the purchase of the shares at a mutually-agreed value and a full and final settlement of all potential disputes among the parties. In this case, all parties acted in good faith and with a view toward resolving a difficult situation in a way that was fair to all. While many minority shareholders do not have the advantage of working with controlling shareholders willing to examine their actions in light of the rights and interests of the minority, the prompt and successful resolution of this dispute shows what can be accomplished by a minority shareholder who knows and is willing to assert the rights guaranteed by Texas law.

Fryar Law Firm Wins Jury Trial

noreply@blogger.com (Eric Fryar) — Tue, 21 Apr 2009 23:00:00 +0000

A Harris County jury returned a verdict in favor of Fryar Law Firm's client Hartman Management in Vaughan v. Hartman Management, No. 2005-78080, in the 333rd Judicial District Court, Harris County, Texas. The case was originally filed by Richard Vaughan, a former Hartman employee, seeking approximately $2 million in damages for alleged violations of his employment agreement and other claims. Hartman Management later counterclaimed against Mr. Vaughan for breach of the employment agreement on the grounds that he violated the non-disparagement clause and that he misappropriated proprietary information. In February 2008, Fryar Law Firm obtained summary judgment on all of the plaintiff's claims except one. The trial commenced on April 14 on the plaintiff's one remaining claim and on Hartman Management's counterclaim. The court granted Fryar Law Firm's motion for directed verdict on the plaintiff's remaining claim at the close of the plaintiff's case in chief, and the jury returned a verdict in favor of Hartman Management on the breach of contract counterclaim on April 21, after about three hours of deliberation. Fryar Law Firm will seek entry of a judgment on the verdict providing that Mr. Vaughan's breach of contract discharges Hartman Management from the obligation to pay $410,000 in deferred compensation provided for in the employment agreement and ordering Vaughan to pay $150,000 in attorneys fees. Vaughan was represented at trial by Gregg Rosenberg of the Houston employment law firm Rosenberg & Sprovack.

Eric Fryar featured in Shareholder Oppression Article

noreply@blogger.com (Eric Fryar) — Fri, 03 Apr 2009 14:45:00 +0000

4/1/09--Eric Fryar and the Shareholder Oppression Blog were extensively quoted in an article by Jacqueline Bell, published April 1, 2009 on Law360.com - The Newswire for Business Lawyers. The article, "Rough Times May Breed Shareholder Oppression," explores the likelihood that the current economic downturn may increase the temptation on majority shareholders to squeeze out minority shareholders. [Read/Download Article]

New ShareholderOppression.com website

noreply@blogger.com (Eric Fryar) — Thu, 19 Mar 2009 19:37:00 +0000

3/1/09--Fryar Law Firm, P.C. has launched a brand new website at www.ShareholderOppression.com. The site contains numerous articles by Eric Fryar and other resources both for legal professionals interested in the law of shareholder oppression and for shareholders and other business owners. The new site has a new look and feel, greater functionality, and greatly expanded content.