Daher v. Al-Bassam, 4:12-cv-02705

In July 2011 Daher purchased Dr. Al‑Bassam’s medical practice via a Stock Purchase Agreement, a $150,000 Promissory Note (five annual $30,000 payments), and a Security Agreement granting Al‑Bassam a security interest in accounts receivable.
Al‑Bassam continued working at the practice through Dec. 31, 2011; Daher (through his manager) had access to records and patient accounts during that period.
Dispute centers on patient "unapplied" and "deposit" account balances that Daher contends were undisclosed liabilities; Daher offset nearly $19,000 from the first payment due July 1, 2012; Al‑Bassam refused the checks and declared default.
Daher sued for breach of contract, DTPA violations, and promissory estoppel based on alleged nondisclosure of liabilities; Al‑Bassam counterclaimed for payment on the Promissory Note and for breach of contract (fees owed for services before/after closing).
The court adjudicated cross-motions for summary judgment: it found genuine fact issues on alleged undisclosed liabilities (breach and DTPA), granted summary judgment for Al‑Bassam on promissory estoppel, granted summary judgment to Al‑Bassam on the Promissory Note (full balance plus 5% late fee), and denied summary judgment on the breach‑of‑contract counterclaims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Al‑Bassam misrepresented undisclosed liabilities in the Stock Purchase Agreement	Daher: unapplied/deposit accounts were liabilities and undisclosed, breaching representations and causing damages	Al‑Bassam: those balances were not liabilities under his cash accounting and were disclosed/known to Daher	Genuine issue of material fact; summary judgment denied for Al‑Bassam on breach of contract claim
Whether Daher may bring a DTPA claim	Daher: sale included tangible assets; Al‑Bassam failed to disclose material info, so DTPA applies	Al‑Bassam: Daher is not a DTPA "consumer" and claim is really breach of contract	Genuine issue of material fact and mixed tangibles/intangibles — DTPA claim not barred; summary judgment denied for Al‑Bassam
Whether promissory estoppel applies despite written contract	Daher: Al‑Bassam promised no liabilities and Daher relied to his detriment	Al‑Bassam: written Stock Purchase Agreement governs, precluding estoppel	Promissory estoppel barred by existence of valid written contract; summary judgment for Al‑Bassam granted
Enforceability and recovery on the Promissory Note	Daher: his payments were excused by Al‑Bassam’s alleged prior breach	Al‑Bassam: Note is independent, Daher defaulted, full balance recoverable plus fees	Note enforceable; uncontroverted default -> summary judgment for Al‑Bassam for $150,000 principal + 5% late fee + attorneys’ fees (attorneys’ fees to be determined)

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden shifting principles)
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (view evidence in light most favorable to nonmovant; reasonableness of inferences)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (court may deny summary judgment if a reasonable jury could find for nonmovant)
Mustang Pipeline Co. v. Driver Pipeline Co., 134 S.W.3d 195 (Tex. 2004) (prior material breach excuses other party’s performance)