Bird v. Lubricants, USA, LP, No. 2-06-061-CV (Tex. App. 8/31/2007)
| Decision Date | 31 August 2007 |
| Docket Number | No. 2-06-061-CV.,2-06-061-CV. |
| Parties | GREGORY A. BIRD AND MICHAEL G. RADLER, Appellants, v. LUBRICANTS, USA, LP., LUBRICANTS MANAGEMENT GROUP, LP., APL MANAGEMENT, LLC., CHRIS HAIRE, AND ROBERT BLAKE SHAW, Appellees. |
| Court | Texas Court of Appeals |
Appeal from the 17th District Court of Tarrant County.
Panel A: CAYCE, C.J.; LIVINGSTON and McCOY, JJ.
Gregory A. Bird and Michael G. Radler (collectively, appellants) appeal the trial court's judgment dismissing appellants' claims against Lubricants USA, LP., Lubricants Management Group, LP., APL Management, LLC., Chris Haire, and Robert Blake Shaw (collectively, appellees) for lack of standing. In three issues, appellants complain that the trial court erred by granting the plea to the jurisdiction based on lack of standing. We reverse and render.
Lubricants USA, LP. (LUSA) is a Texas limited partnership that owns and operates a lubricant business. LUSA was created by an Agreement of Limited Partnership (the Partnership Agreement) executed in August 2000. LUSA's general partner is APL Management, LLC. (APL), a Texas limited liability company. LUSA's limited partners are composed of two groups: the Management Group and the Investor Group. The Management Group initially represented the limited partnership interest owned by Lubricants Management Group, LLC., a Texas limited liability company whose members were Haire and Shaw. The investor group was comprised of limited partners Milt McKenzie, Michael Allen, and JPC, LLC. JPC is an Oklahoma limited liability company owned by appellants.
In conjunction with the execution of the Partnership Agreement, the parties also entered into a Voting Agreement concerning the election of managers of APL, LUSA's general partner. Under the Voting Agreement, the Management Group was entitled to elect two persons to act as managers for APL, and the Investor Group was entitled to elect one person to act as a manager of APL. The Voting Agreement also allowed the Investor Group to call a special meeting and select an additional manager if LUSA failed to generate positive cash flow for any period of four consecutive months.
In the fall of 2003, McKenzie and Allen sold their limited partnership interests back to LUSA. After LUSA bought back McKenzie's and Allen's limited partnership interests, Haire and Shaw proposed changes to the Partnership Agreement. Appellants considered the proposed changes to be substantial in nature and adverse to their interests and did not consent to them.
LUSA also wanted to buy out the remaining Investor Group limited partnership interests held by appellants through JPC; however, appellants decided to retain their interests. On December 17, 2003, JPC assigned one-half of its limited partnership interest in LUSA to Bird and one-half to Radler, effective January 1, 2003. On February 2, 2004, JPC also assigned one-half of its membership interest in APL to Bird and one-half to Radler.
On or about March 2, 2004, at Haire's request, appellants each signed Assumption Agreements regarding the interests obtained from JPC and became substitute limited partners of LUSA and substitute members of APL. Like the assignments from JPC, the Assumption Agreements were dated to be effective January 1, 2003. After these changes, JPC retained no right, title, or interest in LUSA or APL; thus, appellees were the only limited partners comprising the Investor Group. Further, as provided by the Partnership Agreement, first Radler, and later Bird, served as the Investor Group's designated manager of APL.
Meanwhile, in December 2003, Bird and his wife created the Gregory A. and Laura E. Bird Foundation, and Radler created the Radler Family Foundation. On December 17, 2003, appellants executed assignments of their limited partnership interests in LUSA to their respective Foundations (the Assignments).2 In addition, on December 23, 2003, appellants executed Trust Indentures regarding their assigned partnership interests so that the Foundations would qualify as tax-exempt charitable supporting organizations under sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code.
The parties disagree regarding the scope and effect of the Assignments. Appellants contend that the Assignments were made subject to the Partnership Agreement; therefore, until the Foundations became substitute limited partners of LUSA, they received only the economic benefits of appellants' partnership interests and appellants retained their limited partner rights in LUSA. Appellees, on the other hand, argue that appellants transferred their entire partnership interests in LUSA to the Foundations via the Assignments and, as a result, have lost their limited partner statuses.
LUSA, through Haire, was notified of the Assignments on December 23, 2003. Although appellants eventually gave written consent to the assignment of appellants' partnership interests to the Foundations effective December 17, 2003, on January 23, 2004, Haire notified appellants that LUSA refused to recognize the Foundations as substitute limited partners.3
In December 2004, appellants sued appellees, alleging claims for breaches of fiduciary duty, minority oppression, misappropriation of partnership assets, conspiracy, declaratory relief, breach of the partnership agreement, and receivership. Appellees filed a plea to the jurisdiction, asserting that appellants lacked standing to sue because they had transferred their partnership interests in LUSA to the Foundations. After a three-day hearing, on January 6, 2006, the trial court granted the plea to the jurisdiction and dismissed all of appellants' claims against appellees. On February 17, 2006, the trial court severed appellants' claims into a separate proceeding so that the dismissal order would become final and appealable. This appeal followed.
Before considering the merits of appellants' complaints on appeal, we must determine our jurisdiction over the case. Appellees have moved to dismiss the appeal for want of jurisdiction. They contend that the trial court improperly severed appellants' claims after dismissing them based on appellants' lack of standing; therefore, the trial court's judgment is interlocutory and unappealable. We disagree.
The trial court's order dismissing appellants' claims for lack of standing, coupled with the court's order severing appellants' claims into a separately styled and numbered suit, operate as a final judgment with regard to appellants' claims.4 Appellees seek to alter the trial court's final judgment by reversing the severance order portion of the judgment. A party who seeks to alter a trial court's judgment must file a notice of appeal.5 Appellees did not file a notice of appeal; therefore, they did not perfect an appeal from the trial court's judgment,6 and they may not seek to alter it by challenging the severance order in a motion to dismiss.7
Further, even assuming, for argument's sake, that the severance order was improper, the alleged error does not deprive us of jurisdiction over the appeal. "[A] judgment which possesses all of the attributes of finality can[not] be regarded as interlocutory merely because the court may have erred in ordering a severance which it had the power to grant."8 Accordingly, we hold that we have jurisdiction over the appeal, and we deny appellees' motion to dismiss.
We now turn to appellants' complaints on appeal. In three issues, appellants complain that the trial court erred by granting appellees' plea to the jurisdiction and dismissing appellants' claims for lack of standing. Appellants argue that the trial court misconstrued the effect of their Assignments to the Foundations under the Partnership Agreement, the Texas Revised Limited Partnership Act, and the Assignments themselves and improperly concluded that, as a result of the Assignments, appellants are no longer limited partners under the Partnership Agreement.
A plaintiff must have standing to bring a lawsuit.9 The issue of standing focuses on whether a party has a sufficient relationship with the lawsuit to have a justiciable interest in its outcome.10 A plaintiff has standing when he is personally aggrieved, regardless of whether he is acting with legal authority.11 Thus, in Texas, the test for standing requires that there be (1) a real controversy between the parties (2) that will be actually determined by the judicial declaration sought.12 Standing is a component of subject matter jurisdiction over a case;13 therefore, we apply a de novo standard of review to the trial court's determination regarding standing.14 If a plea to the jurisdiction challenges the existence of jurisdictional facts, we consider relevant evidence submitted by the parties when necessary to resolve the jurisdictional issues raised, as the trial court is required to do.15 In this case, the relevant evidence is the Partnership Agreement and the Assignments.
When, as here, the relationship among partners is governed by a written partnership agreement, the agreement governs the rights of the parties.16 We construe both the Partnership Agreement and the Assignments under the law of contracts.17 When a contract is unambiguous,18 we construe it as a matter of law.19 We give effect to the parties' intentions as expressed in the writing alone because it is objective, not subjective, intent that controls.20 We give terms their plain, ordinary, and generally accepted meaning,21 and we examine and consider the entire writing in an effort to harmonize and give effect to all its provisions so that none will be rendered meaningless.22 Further, if the partnership agreement is silent on a matter, we look to the Texas Revised Limited Partnership Act (the Act)...
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