Lindley v. McKnight, 349 S.W.3d 113

Throckmorton Bancshares, Inc. and Olney Bancshares of Texas, Inc. formed to own banks; McKnight held leadership roles in both and Daws owned significant stock in Throckmorton and Olney as a large shareholder.
Daws executed shareholders' agreements restricting transfer of stock to preserve Subchapter S status and limit number of shareholders; Daws signed both Throckmorton and Olney agreements.
Daws died in 2000; Lindley was named independent executor of Daws's estate and was identified as the transferee of Daws's stock under the agreements.
Boards of both banks disapproved the transfer to Lindley and redeemed the shares, with notices and tendered redemption payments following.
Lindley filed suit seeking declarations, refunds, and damages, asserting the agreements were void or unenforceable and alleging fiduciary, fraud, and UDJA claims; defendants sought declaratory relief and attorney's fees.
The trial court granted summary judgment for appellees on all traditional and no-evidence theories and Lindley appeals; the court affirmed the judgment, including an award of attorney's fees.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Lindley proved a fiduciary duty by McKnight to Daws	Lindley argues a confidential relationship existed from long-standing personal ties and trust.	McKnight contends no fiduciary duty arose absent a formal or confidential relationship.	No fiduciary duty shown; no confidential relationship supporting a duty to Lindley.
Whether Lindley proved common law and statutory fraud	Misrepresentations were made to induce Daws to sign the agreements and relied upon by Daws.	No evidence of misrepresentation, reliance, or injury; reliance lacking.	No genuine issue of material fact on fraud; no-evidence summary judgment affirmed.
Whether Lindley’s UDJA and breach of contract claims are barred by acceptance of benefits	Estate should be allowed to pursue valid contractual/UDJA claims notwithstanding earlier benefit receipts.	Estate accepted benefits under the agreements; quasi-estoppel precludes those claims.	Accepted-benefits defense precludes UDJA and breach of contract claims as a matter of law.
Whether the trial court properly awarded attorney's fees to appellees	Fees should be segregated by recoverable vs unrecoverable claims.	Fees were intertwined; defense of UDJA plus other claims justifies overall award.	Fees properly awarded; interrelated nature allowed non-segregated recovery.

Crim Truck & Tractor Co. v. Navistar Int'l Transp. Corp., 823 S.W.2d 591 (Tex. 1992) (fiduciary duties are extraordinary; relationship must require placing others' interests first)
Somers ex rel. EGL, Inc. v. Crane, 295 S.W.3d 5 (Tex. App.-Houston [1st Dist.] 2009) (director fiduciary duties generally run to corporation, not individual shareholders)
Meyer v. Cathey, 167 S.W.3d 327 (Tex. 2005) (confidential relationship requires long-standing trust beyond ordinary business ties)
Rice v. Metro. Life Ins. Co., 324 S.W.3d 660 (Tex. App.-Fort Worth 2010) (evidentiary burden and evaluation of affidavits in summary judgment)
Lopez v. Muñoz, Hockema & Reed, L.L.P., 22 S.W.3d 857 (Tex. 2000) (acceptance of benefits can bar later inconsistent claims in quasi-estoppel context)
Lopez v. Muñoz, Hockema & Reed, L.L.P. (second reference for context), 22 S.W.3d 857 (Tex. 2000) (quasi-estoppel principles relevant to settlement/benefit scenarios)
Speegle v. Harris Methodist Health Sys., 303 S.W.3d 32 (Tex. App.-Fort Worth 2009) (fees in UDJA action may be intertwined with other claims)
A. Chapa v. MBM Fin. Corp. (policy cited), 212 S.W.3d 299 (Tex. 2006) (intertwined claims may allow non-segregated fee recovery)