Supreme Court of Texas

In circumstances where a plaintiff is suing for breach of fiduciary duty based on his purported status as a minority shareholder, Texas law does not recognize the existence of a fiduciary duty where: 1) no transfer of stock to the purported minority shareholder ever occurred; 2) the purported majority and minority shareholders were both experienced businessmen who had never met prior to the business arrangement at issue; 3) the two were conducting business under a written agreement that expressly required corporate entities, not the majority shareholder, to issue the stock; and 4) the two were also operating under an oral agreement to postpone the transfer of stock when the alleged breaches of fiduciary duty occurred.

Appellate Information

• Argued 11/17/2005
• Decided 06/02/2006
• Published 06/02/2006

Judges

• Justice WILLETT delivered the opinion of the Court.

Court

• Supreme Court of Texas

Counsel

• For Appellant:
  
• Marie R. Yeates, Harry M. Reasoner, Paul E. Stallings, D. Gibson Walton, Penelope E. Nicholson, Thad T. Dameris, Vinson & Elkins L.L.P., Billy Shepherd, Stephen R. Bailey, Cruse Scott Henderson & Allen, L.L.P., Amir H. Alavi, R. Glen Rigby, Pillsbury Winthrop LLP, Houston, for Petitioners.


• For Appellees:
  
• Jeffery T. Nobles, Diane M. Guariglia, Allyson L. Mihalick, John K. Broussard Jr., Henry S. Platts, Beirne Maynard & Parsons, L.L.P., William T. Powell, Michael H. Norman, Norman & Powell, Houston, for Respondent.