H.E.B., L.L.C. v. Horace T. Ardinger, Jr. and Westland Capitol Inc.
2012 Tex. App. LEXIS 2332
| Tex. App. | 2012Background
- H.E.B., L.L.C. formed in 1997; Haire was managing member since 1997 and owned 60% at trial.
- Envoii assets were acquired by Envoii Technologies, LLC, controlled by H.E.B., after Envoii Healthcare purchased assets in 2003.
- Somoza Trust paid 450%? (summary: initial $1M subscription for 25% in Envoii Technologies; later negotiations led to DSC acquiring 75% with H.E.B. receiving $1,300,405.04 at closing but funds traced to Persistence Capital escrow).
- In 2004, H.E.B. and Somoza/DSC entered into a March 2004 purchase agreement; $1,300,405.04 was paid to H.E.B., not DSC; later rescission in Nov. 2006 refunded 75% interest to H.E.B. but did not return $1.3M.
- Ardinger invested $25,000,000 with Somoza; funds used for purported investments; Somoza’s fraud investigations and related lawsuits led to Ardinger’s March 2008 action for money had and received.
- Trial court found H.E.B. wrongfully retained $1,300,405.04 and ordered recovery; H.E.B. and Ardinger cross-appealed; appellate court affirming denial of declaratory relief and attorneys’ fees and upholding money had and received judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Money had and received governing equities | Ardinger: H.E.B. retained funds without consideration. | HEB: consideration was provided via the 75% Envoii interest and rescission terms. | Yes; Ardinger’s recovery upheld; H.E.B. retained funds for no consideration. |
| Accrual and statute of limitations | Ardinger: accrual upon rescission and retention in 2006. | HEB: two-year clock; Elledge/Frawley authority rejected; accrual earlier. | Trial court proper; accrual in 2006; two-year limitations not fatal to judgment. |
| Declaratory relief under UDJA | UDJA should declare Ardinger’s superior rights to $1.3M. | UDJA not appropriate pre-wrongful act; no pre-injury relief. | Denied; UDJA not available for this controversy. |
| Attorneys’ fees on money had and received and declaratory relief | Ardinger seeks fees for successful claim. | Fees not recoverable absent statute/contract; Amoco discretion. | Trial court’s denial affirmed; no fee recovery for money had and received or declaratory relief. |
| Collateral attack on bankruptcy order | Not a collateral attack; seeks recovery of funds retained post-recession. | Collateral attack barred. | Not a collateral attack; permissible challenge to funds retention. |
Key Cases Cited
- Staats v. Miller, 150 Tex. 581, 243 S.W.2d 686 (Tex. 1951) (money had and received; equity-based restitution)
- Amoco Prod. Co. v. Smith, 946 S.W.2d 162 (Tex. App.—El Paso 1997) (money had and received; restitution and equitable relief")
- Tri-State Chem., Inc. v. W. Organics, Inc., 83 S.W.3d 189 (Tex. App.—Amarillo 2002) (title to money passes with delivery; owner’s rights nuanced in recovery)
- Sinclair Houston Fed. Credit Union v. Hendricks, 268 S.W.2d 290 (Tex. Civ. App.—Galveston 1954) (money ownership and title in restitution context)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for sufficiency review; deference to trial court’s findings)