Salinas v. Rafati, 04-93-00118-CV
| Decision Date | 30 December 1994 |
| Docket Number | No. 04-93-00118-CV,04-93-00118-CV |
| Citation | 951 S.W.2d 483 |
| Parties | Dr. Guillermo SALINAS and Dr. Abel E. Salazar, Appellants/Appellees, v. Dr. S.A. RAFATI and wife, Zena Rafati, Appellees/Appellants. |
| Court | Texas Court of Appeals |
R. Laurence Macon, James P. Robinson, III, Akin, Gump, Strauss, Hauer & Feld, L.L.P., San Antonio, Carlos David Castillon, Freeman & Castillon, Laredo, for Appellants.
Oscar J. Pena, Sr., Laredo, for Appellees.
Before SHIRLEY W. BUTTS, STONE and PRESTON H. DIAL, Jr., 1 JJ.
This is a suit for wrongful dissolution of a partnership.
Drs. S.A. Rafati, Guillermo Salinas, and Abel Salazar entered into a written partnership agreement to practice radiology medicine. The partnership agreement was silent as to duration or conditions for dissolution except on death or retirement of one of the partners. There was a non-competition clause for any partner who withdrew.
The relationship soured, but none of the partners opted for withdrawal. Salinas finally notified Rafati by letter that he was dissolving the partnership by "my express will." Salinas and Salazar continued the practice of radiology in a new partnership without a distribution of the assets of the prior partnership.
Rafati and his wife brought suit alleging breach of fiduciary duty and wrongful dissolution of the partnership. The jury found that Salinas and Salazar had each breached their fiduciary duty and wrongfully dissolved the partnership. The jury awarded damages of $400,000 for the breach of fiduciary duty and $1,000,000 for wrongful dissolution of the partnership. The jury found that Rafati should be paid $714,000 by each defendant for his interest in the partnership and $20,000 for attorney's fees. The jury also found that Salazar owed Rafati $8,000 for an advance to Salazar when he joined the partnership.
The trial court entered judgment awarding Rafati $400,000 for the breach of fiduciary duty, $1,000,000 for the wrongful dissolution, $20,000 for attorney's fees and $8,000 for the advance. The court disregarded the jury's finding on the partnership interest issue.
Salinas and Salazar bring five points of error. They contend there was legally and factually insufficient evidence to support the wrongful dissolution claim and the breach of fiduciary duty claim. They contend there was no evidence to support the amount of damages found for the breach of fiduciary duty. They contend the trial court erred in not allowing a hearing on their motion for new trial, and that there was jury misconduct.
Rafati brings cross-points, contending that the trial court should have allowed him to conform his pleadings to the jury findings and included an award in the judgment for his interest in the partnership.
The Texas Uniform Partnership Act states that a partnership may be dissolved without violation of the agreement between the parties by the express will of any partner when no definite term is specified. TEX.REV.CIV.STAT.ANN. art. 6132b, § 31(1)(b) (Vernon 1970). The right of a partner to dissolve a partnership by his express will communicated to the other partners has been upheld by Texas courts. Hughes v. Cole, 585 S.W.2d 865, 869 (Tex.Civ.App.--Tyler 1979, writ ref'd n.r.e.).
Though Rafati offered evidence that he may have been treated badly by Salinas and Salazar (he complained of his "expulsion" from the partnership), none of the evidence amounted to wrongful dissolution of the partnership. Salinas's letter notifying Rafati of the dissolution was exactly what the law permitted him to do. Point of error one is sustained.
Under point of error two, Salinas and Salazar contend that there was legally and factually insufficient evidence to support submission of the breach of fiduciary duty claim to the jury. They argue that it cannot be a breach of fiduciary duty to lawfully terminate the fiduciary relationship.
The fiduciary duty of partners does not end with the notice of dissolution. It continues during the period of winding up and liquidation. Howell v. Bowden, 368 S.W.2d 842, 847 (Tex.Civ.App.--Dallas 1963, writ ref'd...
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Welder v. Green
...future income, mental anguish, and the like, are not recoverable. See Bohatch, 977 S.W.2d at 546-47; Salinas v. Rafati, 951 S.W.2d 483, 485 (Tex.App.--San Antonio 1994), rev'd on other grounds, 948 S.W.2d 286 (Tex.1997). However, damages that arise from the tortious activity and not from th......