Paul Black v. Toby Shor and Seashore Investments Management Trust, 443 S.W.3d 154

Background

Seashore Investments Management Trust, via Toby Shor as trustee, sues Paul Black and related entities for misfeasance regarding shared investments; arbitration agreements require AAA arbitration and preserve records.
Arbitration panel, after pre-arbitration discovery, issues a ten-page award granting Seashore approximately $31,000,000 for breach of contract, fiduciary duty, and fraud, plus $5,000,000 in punitive damages against Black.
Arbitration addressed whether Seashore and related entities (including Seashore through Shor and Seashore’s grantor trust) were properly before the panel and whether transfers to entities like the Toby Shor 2004 GRAT affected standing.
Post-arbitration, Seashore moves to confirm the award; Black and others move to vacate; trial court affirms, and the judgment incorporates the arbitration award.
Appellants raise six issues on appeal, including standing/jurisdiction, clerical errors, transfers to GRAT, termination of the partnership, duplicative damages, and attorney’s fees.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether award to Seashore/Seashore group lacks standing	Black argues Seashore or GRAT lacked standing.	Shor/Seashore contends stipulations show proper parties and arbitrability.	Arbitration panel properly identified parties; jurisdiction preserved.
Whether the court should correct clerical error after modifying the award	Black asserts lack of post-modification findings of fact/conclusions of law.	Shor argues no error given arbitration process; no conflicting evidence.	Trial court did not err; no post-modification findings required.
Whether tort claims related to partnership could be rendered against GRAT/named parties	Black argues Seashore transferred interests to GRAT, which was not a party.	Panel broadly defined parties and submitted issue; transfers were within arbitration.	Panel had jurisdiction; transfers included within arbitration scope.
Whether the panel failed to give effect to termination of the partnership requiring remand	Public policy requires termination/liability shifts to be respected.	Panel considered termination; requests for termination/division denied as unsupported.	No remand; public policy grounds not established to vacate.
Whether duplicative tort and contract damages should be reformed or dismissed	Appeal seeks double recovery for contract notes via tort damages.	Arbitrator’s findings reflect separate bases; no manifest disregard or gross mistake.	No vacatur for duplicative recovery; no reversible error shown.
Whether attorney’s fees awarded to Shor were proper	Shor was not a prevailing party under some theories.	Fees authorized by agreement and by statutory grounds for contract/fraud claims.	Fees properly awarded; authority supported.

Key Cases Cited

E. I. Salt Water Disposal Co., Inc. v. Werline, 307 S.W.3d 267 (Tex. 2010) (arbitration review standards and deference to arbitrators)
CVN Group, Inc. v. Delgado, 95 S.W.3d 234 (Tex. 2002) (limits on judicial review under Texas Arbitration Act)
Nafta Traders, Inc. v. Quinn, 339 S.W.3d 84 (Tex. 2011) (grounds for expanded review under contract governing arbitration)
Island on Lake Travis, Ltd. v. Hayman Co. Gen. Contractors, 834 S.W.2d 529 (Tex. App.—Austin 1992) (broad arbitration clause encompasses ownership disputes)
Gulf Oil Corp. v. Guidry, 327 S.W.2d 406 (Tex. 1959) (arbitration authority derived from agreement and limited to submitted issues)
Centex/Vestal v. Friendship W. Baptist Church, 314 S.W.3d 677 (Tex. App.—Dallas 2010) (review standards for arbitration and scope)
Xtria L.L.C. v. Int'l Ins. Alliance Inc., 286 S.W.3d 583 (Tex. App.—Texarkana 2009) (manifest disregard and gross-mistake standards limited)
Pheng Invs., Inc. v. Rodriquez, 196 S.W.3d 322 (Tex. App.—Fort Worth 2006) (arbitration review for errors in applying law)
Bohatch v. Butler & Binion, 977 S.W.2d 543 (Tex. 1998) (public policy considerations in corporate termination context)
Waterman S.S. Corp. v. Ruiz, 355 S.W.3d 387 (Tex. App.—Houston [1st Dist.] 2011) (finding of findings and conclusions not required when arbitration resolves factual disputes)