Gonzalez v. Greyhound Lines, Inc., 08-04-00033-CV.
| Decision Date | 07 September 2005 |
| Docket Number | No. 08-04-00033-CV.,08-04-00033-CV. |
| Citation | 181 S.W.3d 386 |
| Parties | Josefa GONZALEZ, Irene Gonzalez, Jose Gonzalez, and Gonzalez Family, L.P., Appellants, v. GREYHOUND LINES, INC., Craig R. Lentzsch, Jack W. Haugsland, Jeff W. Sanders, Frederick F. Richards, Mark E. Southerst, Floyd Holland, Richard J. Caley, Linda Chavez, Al A. Meitz, Frank L. Nageotte, Alfred E. Osborne, Jr., Stephen M. Peck, Thomas G. Plaskett, Ernest P. Werlin, Chris Enserberger, Directors, Luis Venegas, Mal Acosta, Tony Peralta, Norberto Hernandez, Nick Flori, Van Brown, Charles Brown, Alfonso Penedo, Indiv. and As President of Sistema Internacional De Transporte De Autobuses, Inc., and Sistema Internacional De Autobuses, Inc., Appellees. |
| Court | Texas Supreme Court |
Jeffrey B. Pownell, Scherr, Legate & Ehrlich, PLLC, El Paso, for Appellants.
James Albert Jennings, Dallas, for Appellees.
Before BARAJAS, C.J., McCLURE, and CHEW, JJ.
Appellants Josefa Gonzalez, Irene Gonzalez, Jose Gonzalez, and Appellant Gonzalez Family L.P. appeal the trial court's order dismissing for lack of subject matter jurisdiction their suit against Appellees Greyhound Lines, Inc. ("GLI"), Sistema Internacional de Transporte de Autobuses, Inc. ("SITA"), and other named defendants. Appellants argue on appeal that the trial court erred in granting the defendants' plea to the jurisdiction and dismissing the case. Because jurisdictional evidence showed that Appellants lack standing to sue, we conclude the trial court did not err in determining it lacked subject matter jurisdiction and therefore, we affirm the trial court's order.
On July 21, 2003, Appellant Gonzalez Family L.P. and Appellants Josefa Gonzalez, Irene Gonzalez, Jose Gonzalez, as limited partners in Gonzalez Family, L.P., filed suit against GLI, SITA, and other named defendants,1 who included the directors of GLI, various GLI terminal managers, and the president of SITA, individually and as president of SITA. In their petition, the Appellants alleged that over the course of twenty years the Gonzalez family had built a prosperous and expanding interstate bus service company, Gonzalez, Inc. d/b/a Golden State, which had yearly sales of approximately nine million dollars. According to the petition, Appellant Gonzalez Family, L.P. held the controlling stock interest in Golden State. In 1998, the president of GLI approached the Gonzalez family to purchase controlling stock in Golden State. SITA, GLI's wholly owned non-carrier holding company, acquired the controlling stock interest in Golden State. Appellants alleged that soon thereafter the defendants began diverting Golden State customers in El Paso to GLI and GLI subsidiaries' facilities. Appellants claimed that these actions "resulted in interference and depreciation of [their] real estate in El Paso, TX as well as in the depreciation of Golden State's assets." The Appellants alleged that similar acts occurred in other cities as well and they further complained that Gonzalez family members were wrongfully removed from their respective managerial positions. The Appellants further alleged that the defendants acquired Golden State's customers and assets with the intent to eliminate and bankrupt the now-defunct Golden State. In their petition, the Appellants asserted the following causes of action inter alia against the defendants: civil conspiracy, conspiracy in restraint of trade, fraudulent transfer, breach of fiduciary duty, fraud, fraudulent inducement, statutory fraud, wrongful interference with prospective contractual or business relations, member oppression, and unjust enrichment.
On September 12, 2003, Appellees GLI and SITA separately filed pleadings containing a plea to the jurisdiction, subject to a suggestion of bankruptcy, plea in bar, plea in abatement, and subject to original answer, verified denials and pleas, and affirmative defenses.2 The Appellees who were represented by the same counsel argued inter alia that the trial court lacked subject matter jurisdiction because the alleged causes of action were owned by the debtor, Golden State Transportation, and therefore were a part of the bankruptcy estate which was under the continuing exclusive jurisdiction of the United States Bankruptcy Court in Arizona. As such, Appellees argued, Appellant's claims as equity owners were barred by the bankruptcy automatic stay and the Appellants also lacked standing to sue on their own. Appellees also argued that Appellants Josefa Gonzalez, Irene Gonzalez, and Jose Gonzalez lacked standing and legal authority to assert claims for and on behalf of Appellant Gonzalez Family, L.P. because they are limited partners in that limited partnership, which could only sue through its general partner, who was not identified as a plaintiff in the petition. Moreover, Appellees asserted that regardless, "Gonzalez Family, L.P." did not have standing to sue because the only limited partnership that arguably owned any interest in Golden State was a different entity — a limited partnership with a different name: "Francisco and Josefa Gonzalez Family Partnership, L.P."
Appellees each attached the Stock Purchase Agreement as an exhibit to their pleas. Pursuant to this Agreement, entered on September 24, 1997 between SITA, Golden State, and Francisco and Josefa Gonzalez Family Partnership, L.P. and its partners, Francisco and Josefa Gonzalez Family Partnership, L.P. sold to SITA 41.2 percent of its common stock in Golden State for 4.1 million dollars. Under the Agreement SITA also acquired from Golden State an additional 4,800 shares of newly issued shares of common stock for 2 million dollars. Francisco Gonzalez, Trustee for the Francisco and Josefa Gonzalez Trust, executed the Agreement on behalf of the seller Francisco and Josefa Gonzalez Family Partnership, L.P.
In response to the plea to the jurisdiction, Appellants informed the trial court that Appellees GLI and SITA had filed an adversary proceeding for injunctive relief in the pending Chapter 11 bankruptcy case for Gonzalez, Inc. d/b/a Golden State in the Arizona Bankruptcy Court, alleging that Appellants' instant state court lawsuit asserted claims that were the property of the Golden State bankruptcy estate, and as such was litigation that violated the automatic stay under 11 U.S.C. § 362. Appellants argued that the trial court had jurisdiction of their asserted claims until the Bankruptcy Court determined whether to impose a stay upon them in the pending adversary proceeding. Appellants also argued that the lawsuit should be abated if the Bankruptcy Court determined that the stay was applicable.
On October 2, 2003, the trial court held its first hearing on the Appellees' plea to the jurisdiction. At the hearing, Appellees contended that Gonzalez Family L.P. was not the same entity as Francisco and Josefa Gonzalez Family Partnership, L.P., that the correct partnership and its general partner were not named in the lawsuit, and that all the causes of action asserted belonged to Golden State or were derivative claims which only a shareholder could bring after fulfilling certain statutory requirements. After hearing counsels' arguments, the trial court decided to continue the hearing until after the date of the injunction proceeding in the Bankruptcy Court.
On November 20, 2003, the trial court held a second hearing on the Appellees' plea to the jurisdiction.3 At the hearing, the trial court was informed that the Bankruptcy Court in Arizona had enjoined the majority of the causes of action asserted in Appellants' state court lawsuit with the exception of Appellants' causes of action for fraud, fraudulent inducement, and statutory fraud, and the wrongful termination claim contained with their alleged member oppression claim. Appellees maintained their contention that the trial court lacked jurisdiction to hear even the remaining non-estate causes of actions because the Appellants were not the proper plaintiffs and therefore lacked standing to sue them. Appellees again argued that the purported limited partnership was not correctly named, was not the same limited partnership as that listed in the Stock Purchase Agreement, and that the Gonzalezes listed as plaintiffs in the case did not have standing to sue in the capacities they alleged. In response, Appellants argued that they had individual standing to bring the suit because they had alleged a direct injury caused by the defendants' wrongful conduct. Appellants also argued that the issue of their capacity to sue was not jurisdictional. After the hearing, the trial court granted Appellees' plea to the jurisdiction and dismissed the case for want of jurisdiction.
In a single issue, Appellants argue that the trial court erred in granting Appellees' plea to the jurisdiction because their non-estate causes of action were not barred by the Bankruptcy Court's automatic stay and they had alleged facts that affirmatively demonstrated the trial court's subject matter jurisdiction over the entire case. Appellants also assert that with respect to Appellant Gonzalez Family, L.P., the alleged pleading defect in the plaintiff name and the absence of the general partner as a plaintiff involved the issue of the limited partnership's capacity to sue, not the issue of its standing. In addition, Appellant argue that any alleged pleading defect could have been cured by amendment of the pleadings.
A plea to the jurisdiction is a dilatory plea, the purpose of which is to defeat a cause of action without regard to whether the claim asserted has merit. Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554 (Tex.2000). A party may challenge a court's subject-matter jurisdiction by filing a plea to the jurisdiction. Tex. Dep't of Transp. v. Jones, 8 S.W.3d 636, 638-39 (Tex.1999). Whether the trial court has subject matter jurisdiction is a question of law which we examine...
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