Hassan Dandachli v. Active Motorwerks, Inc. and Mario Garcia, 03-19-00494-CV

Background

Hassan Dandachli and Mario Garcia formed a 50/50 partnership, Active Motorwerks, in 2013 under a written Partnership Agreement; Dandachli was the primary financier and provided facilities and equipment.
In 2015 Dandachli leased equipment to the partnership and personally paid some lease installments; the partnership missed payments and Dandachli sold some equipment.
In March 2017 Dandachli moved to Lebanon; relations deteriorated and negotiations for a buyout failed.
In May 2017 Dandachli changed locks and attempted to redirect partnership funds; Garcia removed remaining funds to an account he controlled, redirected customers to a new business (Active Euroworks), and used partnership equipment for that business.
Trial court found breaches by both partners, awarded Dandachli $30,621.87 plus certain equipment and vehicles, awarded some equipment to Garcia, and rendered take-nothing on many counterclaims; Dandachli appealed.

Issues

Issue	Plaintiff's Argument (Dandachli)	Defendant's Argument (Garcia)	Held
Attorney's fees under §38.001(8)	Dandachli prevailed on breach-of-contract and is entitled to contractual/statutory fees and appellate fees	Garcia not briefed to this court	Court: Dandachli prevailed on contract claim, presented segregated fee evidence; reversed and remanded for determination of reasonable fees (trial + conditional appellate fees)
Trial costs	Dandachli seeks $4,646.80 in costs	Garcia argued both sides had partial victories	Court: no abuse of discretion in denying costs because neither party was wholly successful; decision to have parties bear own costs upheld
Pre-judgment interest	Entitled to prejudgment interest as equitable relief	No statutory basis pointed out; trial court discretion	Court: Dandachli failed to identify statutory basis or abuse of discretion; denial affirmed
Breach of fiduciary duty by Garcia / unfair competition by Active Euroworks	Garcia misappropriated funds, equipment, customers; Dandachli sought disgorgement/profits and additional damages; unfair competition/trade-secret claims	Garcia defended actions as within his rights or after partnership ended; disputed amounts/profits	Court: factual findings that Garcia took partnership property, moved funds, and redirected customers support breach findings but court did not award extra damages for disgorgement/profits (no findings on profits/partnership end); unfair-competition/trade-secret claim was nonsuited; take-nothing affirmed on those theories
Calculation of damages re: lease payments and loan (capital contribution issue)	Section 2.3 requires reimbursement of Dandachli’s capital contributions — he should recover 100% of lease payments and loan ($11,524 + $43,464)	Partnership agreement and lease allocate obligations to the partnership; partners are 50/50; ambiguity about loan terms	Court: lease governed by separate lease agreement and partnership shares mean 50% allocation; loan characterization ambiguous and factfinder’s implicit construction stands; award of 50% upheld
Award of equipment and alleged injunction to Garcia	Trial court awarded certain tools/scanners to Garcia; Dandachli contends injunctive relief was awarded without pleading	Garcia: property award is not an injunction	Court: rejecting Dandachli’s claim that return/award of personal property equates to unpled injunctive relief; issue overruled

Key Cases Cited

Ventling v. Johnson, 466 S.W.3d 143 (Tex. 2015) (defines when a party "prevails" for fee statutes)
Intercontinental Grp. P’ship v. KB Home Lone Star L.P., 295 S.W.3d 650 (Tex. 2009) (prevailing-party analysis)
Rohrmoos Venture v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469 (Tex. 2019) (fees under §38.001 require prevailing on contract claim and meaningful relief)
MBM Fin. Corp. v. The Woodlands Operating Co., 292 S.W.3d 660 (Tex. 2009) (standards for attorney-fee recovery)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for legal-sufficiency review)
First United Pentecostal Church v. Parker, 514 S.W.3d 214 (Tex. 2017) (elements of breach-of-fiduciary-duty claim)
ERI Consulting Eng’rs, Inc. v. Swinnea, 318 S.W.3d 867 (Tex. 2010) (remedies for fiduciary breach include disgorgement)
Farrar v. Hobby, 506 U.S. 103 (U.S. 1992) (prevailing party concept for meaningful relief)