Kasey Holdridge Robert A. Lyons, P.A. Robert A. Lyons, M.D. And Clearview Surgery Center, Inc. v. Wallace Ryne, O.D., P.C. And Wallace "Wally" Ryne, 02-23-00420-CV

Ryne (optometrist) and Lyons (ophthalmologist), through their professional entities, co-owned the "Eyecare Partnership". Lyons also separately owned a related surgical center.
The Surgical Center revenues were shared with the Eyecare Partnership based on a longstanding oral Sharing Agreement.
In 2016, as Ryne neared retirement, Ryne, Lyons, and Holdridge entered into the Holdridge Agreement: Lyons would buy Ryne’s interest for “Partnership Fair Market Value” and sell half to Holdridge.
Their relationship soured over disputes regarding the meaning of "Fair Market Value" and Ryne’s sale intentions (including a third-party offer to buy his interest).
After a bench trial, the trial court found in Ryne’s favor on multiple grounds (breach of fiduciary duty, contract, and tortious interference), awarded significant damages, and ordered the partnership dissolved. Lyons and Holdridge appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Interpretation of “Partnership Fair Market Value”	Term should have its plain and ordinary meaning.	Should incorporate a defined meaning from the Partnership Agreement.	Plain and ordinary meaning applies; no specialized definition.
Breach of Fiduciary Duty	Lyons breached by threatening/deviating from Sharing Agreement.	No definite terms existed; evidence insufficient of breach.	No evidence of breach; trial court’s finding reversed.
Breach of Partnership Agreement	Lyons failed to provide required notice, blocking Ryne’s sale.	No written notice was needed; Ryne could proceed after 30 days.	Defendant's silence sufficed; no breach; judgment reversed.
Tortious Interference (against Holdridge)	Holdridge acted with Lyons to interfere with sale/contract.	No tortious or wrongful actions; insufficient evidence.	No evidence of interference; judgment reversed.
Judicial Dissolution of Partnership	Partnership became “toxic,” making business impracticable.	Business remained profitable & could fulfill its purposes.	No statutory grounds for dissolution; trial court reversed.

Dynegy Midstream Servs., Ltd. P’ship v. Apache Corp., 294 S.W.3d 164 (Tex. 2009) (setting out contract construction principles under Texas law)
First United Pentecostal Church of Beaumont v. Parker, 514 S.W.3d 214 (Tex. 2017) (elements required to prove breach of fiduciary duty)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standard for reviewing legal sufficiency of evidence)
Patton v. Nicholas, 279 S.W.2d 848 (Tex. 1955) (judicial dissolution of a profitable business is a drastic, last-resort remedy)
Wal-Mart Stores, Inc. v. Sturges, 52 S.W.3d 711 (Tex. 2001) ("independently tortious" conduct required for tortious interference with a prospective contract)