Alta Mesa Holdings, L.P., Alta Mesa Acquisition Sub, LLC, the Meridian Resource & Exploration LLC Change in Control Severance Plan, and the Meridian Resource & Exploration, LLC v. Steven Ives and Lloyd Delano
488 S.W.3d 438
Tex. App.2016Background
- Appellees Ives and Delano sued for breach of employment agreements and ERISA severance benefits.
- A bifurcated trial: jury on breach of contract; bench on ERISA claims.
- Merger consolidated Meridian into Acquisition Sub, with Holdings owning Acquisition Sub.
- Three amendments to the Severance Plan were attempted after the merger; Reeves and Mayell remained the committee; amendments were struck as void.
- Trial court awarded ERISA benefits and damages; later holdings and fees issues led to partial reversals and renderings on Holdings and LLCs.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of the three plan amendments | Appellants argue amendments were properly adopted | Reeves/Mayell declined to approve; amendments void | Amendments void; plan could not be amended post-merger |
| 30-day deadline and temporary committee | Trial court's 30-day deadline and need for temporary committee were improper | Plan allowed challenge within 30 days; committee action required | 30-day deadline irrelevant; no need to appoint a temporary committee |
| Holdings' liability for breach of employment agreements | Holdings liable under section 4.8 | Holdings not a signatory; no agency/veil piercing shown | Holdings not liable; trial court erred in that regard; appellees take nothing against Holdings |
| Definition of ‘Company’ post-merger and liability of TMRX/Acquisition Sub | Holdings should be within Company; liable for breaches | Only TMRX/Acquisition Sub liable; Holdings excluded | Court properly refused Holdings inclusion; liability rendered against TMRX/Acquisition Sub |
| Attorney’s fees under Tex. Civ. Prac. & Rem. Code §38.001 against LLCs | Section 38.001 allows fees against corporations/individuals for contracts | LLCs are not within ‘corporation’ scope; Fleming controls | Attorney’s fees under §38.001不能 against LLCs; reverse award against TMRX/Acquisition Sub |
Key Cases Cited
- Fleming & Associates, L.L.P. v. Barton, 425 S.W.3d 560 (Tex. App.—Houston [14th Dist.] 2014) (LLP not a corporation or LLC under §38.001; limits on fee recovery)
- In re Merrill Lynch Trust Co. FSB, 235 S.W.3d 185 (Tex. 2007) (Veil/agency analysis for corporate affiliates; contract liability limited to signatories)
- Lucas v. Tex. Indus., Inc., 696 S.W.2d 372 (Tex. 1984) (Corporate veil/agency concepts for parent liability)
- Saba Zi Expl., L.P. v. Vaughn, 448 S.W.3d 123 (Tex. App.—Houston [14th Dist.] 2014) (Parol evidence cannot contradict unambiguous merger contract terms)
- Columbia Med. Ctr. of Las Colinas, Inc. v. Hogue, 271 S.W.3d 238 (Tex. 2008) (Statutory interpretation and consistency; avoid meaningless terms)