Hoss v. Alardin
338 S.W.3d 635
| Tex. App. | 2011Background
- Hoss sued Alardin, SiteWatch LLC, and RMT for breach of contract; Alardin separately sued Hoss for fiduciary duty; cases were consolidated.
- Trial juries awarded Hoss about $182,000 in contract-related amounts and $0 against others; Alardin was awarded $3 million, later reduced to $2,822,519.
- Alardin and Hoss developed SiteWatch under AMEVSS concept; initial $25,000 loan/investment and a claimed oral partnership existed but no written agreement or partnership formation documents were produced.
- Alardin formed SiteWatch LLC; disputes arose in 2004–2005, including a lockout of Alardin and a trial chronology detailing loans and expenses.
- The trial court entered a judgment consistent with the jury; on appeal, the court reversed in part, rendered for Alardin on partnership findings, and remanded on attorney’s fees; otherwise affirmed.
- The appellate court applied the Texas Revised Partnership Act totality-of-the-circumstances test to assess whether a partnership existed between Hoss and Alardin.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of partnership between Hoss and Alardin under TRPA | Alardin—evidence showed profits, intent, control, and contributions. | No TRPA factor established; limited or contradictory evidence. | Partnership not proven; evidence amounts to less than a scintilla. |
| Fiduciary duty without partnership | Alardin entitled to fiduciary-duties remedies if partnership existed. | No partnership, so fiduciary-duty claim fails. | Fiduciary-duty claim negated by lack of partnership. |
| Whether debts owed to Hoss were due and owing | Debts matured per testimony; loans were due. | Some loans not due until profitability; evidence insufficient. | Evidence sufficient to show debts due and owing. |
| Attorneys' fees segregation under §38.001 | Fees incurred were for contract claims; segregation unnecessary due to intertwinement. | Fees must be segregated; unsegregated evidence overbroad. | Segregation required; remand for proper segregation. |
| Summary judgment on breach-of-contract claims | Damages shown; summary judgment improper. | Damages not shown; no evidence of profits; proper damages not proved. | Summary judgment affirmed as to damages issue; no reversible error. |
Key Cases Cited
- Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009) (totality-of-the-circumstances test for partnership formation; five factors guidance)
- Reagan v. Lyberger, 156 S.W.3d 925 (Tex.App.-Dallas 2005) (evidence of second TRPA factor where both alleged partners referred to themselves as partners)
- Knowles v. Wright, 288 S.W.3d 136 (Tex.App.-Houston [1st Dist.] 2009) (control evidence; no signatory authority; ultimate control retained by others)
- Ben Fitzgerald Realty Co. v. Muller, 846 S.W.2d 110 (Tex.App.-Tyler 1993) (conclusory statements about partnership are not evidence)
- Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299 (Tex. 2006) (segregation of attorney’s fees when some claims recoverable and others not; intertwined services rule)
- Cooper v. Cochran, 288 S.W.3d 522 (Tex.App.-Dallas 2009) (intertwined fees; segregation depending on specific services; not automatic)