law-partnership disputes

law-partnership disputes |

DISPUTE OVER EXISTENCE OF PARTNERSHIP
Under article 2.03 of the Texas Revised Partnership Act ("TRPA"), there are five factors to consider in
determining whether a partnership has been created. TEX.REV.CIV. STAT. ANN. art. 6132b-2.03(a) (Vernon
Supp.2008); Brown v. Swett & Crawford of Tex., Inc., 178 S.W.3d 373, 378 (Tex.App.-Houston [1st Dist.] 2005, no
pet.). The factors include (1) the receipt or right to receive a share of profits of a business; (2) the expression of an
intent to be partners of the business; (3) the participation or right to participate in control of the business; (4) the
sharing of or agreement to share losses of the business or liability for claims by third parties against the business;
and (5) the contribution of or an agreement to contribute money or property to the business. TEX.REV.CIV. 147
STAT. ANN. art. 6132b-2.03(a). The Texas Supreme Court has held that, to establish a partnership or joint
venture, a plaintiff must show (1) a community of interest in the venture, (2) an agreement to share profits, (3) an
agreement to share losses, and (4) a mutual right of control or management of the enterprise. Schlumberger Tech.
Corp. v. Swanson, 959 S.W.2d 171, 176 (Tex.1997); Brown, 178 S.W.3d at 378. However, the Texas Revised
Partnership Act provides that an agreement to share losses by the owners of a business is not necessary to create
a partnership. TEX. REV.CIV. STAT. ANN. art. 6132b-2.03(c). SOURCE; Knowles v. Wright, No. 01-08-00546-CV.
288 SW 3d 136 - Tex: Court of Appeals, Houston 2009 March 19, 2009.
DISSOLUTION
Section 8.02(2) of the Texas Revised Limited Partnership Act ("TRLPA") provides that a court may decree
dissolution of a limited partnership if it is determined that "another partner has engaged in conduct relating to the
limited partnership business that makes it not reasonably practicable to carry on the business in limited partnership
with that partner." Tex. Rev. Civ. Stat. Ann. art. 6132a-1, § 8.02(2) (Vernon Supp. 2008).
PARTNERSHIP AGREEMENT
When the relationship among partners is governed by a written partnership agreement, the agreement governs the
rights of the parties. Hoagland v. Finholt, 773 S.W.2d 740, 743 n.4 (Tex. App.-Dallas 1989, no writ). We construe
the limited partnership agreement under the law of contracts. Park Cities Corp. v. Byrd, 534 S.W.2d 668, 672 (Tex.
1976); see Bird v. Lubricants, USA, LP, No. 02-06-00061-CV, 2007 WL 2460352, at *3 (Tex. App.-Fort Worth Aug.
31, 2007, pet. denied) (mem. op.) (setting forth contract construction rules).

HOUSTON PARTNERSHIP CASELAW

North Cypress Med. Ctr. Operation Co, Ltd. v. Laurent, MD (Tex.App.- Houston [14th Dist.] Aug. 4, 2009)(Sullivan)
(interlocutory appeal of temporary injunction, no irreparable damages shown, temporary injunction dissolved by
court of appeals)(partnership dispute)
REVERSED AND REMANDED: Opinion by Justice Sullivan
Before Justices Seymore, Brown and Sullivan)
14-09-00204-CV North Cypress Medical Center Operating Company, Ltd. and North Cypress Operating G.P. LLC
v. Matthew St. Laurent, M.D
Appeal from 333rd District Court of Harris County
Trial Court Judge: JOSEPH J. HALBACH

Cricket Hollow Partners, L.P. v. MMA Cricket Hollow, LLC (Tex.App.- Houston [1st Dist.] Jul. 16, 2009)(Jennings)
(partnership agreement, interpretation, construction of contract)
AFFIRM TC JUDGMENT: Opinion by Justice Jennings
Before Justices Jennings, Keyes and Higley
01-08-00254-CV Cricket Hollow Partners, L.P. and Cricket Hollow Development, Inc.
v. MMA Cricket Hollow, LLC
Appeal from 11th District Court of Harris County
Trial Court Judge: Hon. Mark Davidson

Knowleds v. Wright (Tex.App.- Houston [1st Dist.] Mar. 19, 20 09, pet. denied July 2009)
(partnership claim rejected, fiduciary duty)
AFFIRM TC JUDGMENT IN PART, REVERSE TC JUDGMENT IN PART, AND REMAND CASE TO TC FOR
FURTHER PROCEEDINGS: Opinion by Justice Jennings
Before Justices Jennings, Keyes and Higley
01-08-00546-CV Christopher Knowles and Mina Mann v. Jimmy D. Wright
Appeal from 61st District Court of Harris County
Trial Court Judge: Hon. John Donovan

Tran v. Trinh (Tex.App.- Houston [1st Dist.] July 31, 2008)(Jennings)
(claim of breach of partnership agreement, jury found no partnership agreement, effect of failure to file request for
partial record, UDJA attorney's fees)
AFFIRM TC JUDGMENT: Opinion by Justice Jennings
Before Chief Justice Radack, Justices Jennings and Bland
01-07-00662-CV        Hang Tran d/b/a Parisian Bakery v. Lien Trinh and Intervenor Manh Tran
Appeal from County Civil Court at Law No 1 of Harris County

Chacko v. Mathew (Tex.App.- Houston [14th Dist.] June 12, 2008)(Boyce) (disputed oral partnership agreement)
REVERSED AND REMANDED: Opinion by Justice Boyce
Before Chief Justice Hedges, Justices Fowler and Boyce
14-07-00613-CV Sheela Chacko, Individually, as Administratrix of The Estate of James Chacko, Deceased, And As
Next Friend of Joshua & Christopher Chacko Minor Children v. Abraham P. Mathew, Susan Abraham, Suvisangam
Investment Inc., D/B/A Shiva Indian Resturant & Saranam Investment, II
Appeal from 240th District Court of Fort Bend County
Trial Court Judge: Thomas Ralph Culver

Reinhardt v. Walker (Tex.App.- Houston [14th Dist.] June 12, 2008)(Hedges) (partnership dispute, fees)
AFFIRMED: Opinion by Chief Justice Hedges
Before Chief Justice Hedges, Justices Fowler and Boyce
14-07-00304-CV Patrick Reinhardt v. Joe Walker
Appeal from 412th District Court of Brazoria County
Trial Court Judge: W. Edwin Denman

Buhman v. James Leigh McGaughy (Tex.App. - Houston [14th Dist.] Jul. 24, 2007)(Guzman)(partnership, oral
contract, attorneys' fees, conversion)
Opinion by Justice Guzman
Before Justices Frost, Seymore and Guzman
14-05-01215-CV Larry A. Buhman v. James Leigh McGaughy
Appeal from 127th District Court of Harris County (Judge Sharolyn P. Wood) - Reversed and Remanded

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