Phap v. Nguyen, Andy Ngo and Dung T. Vu v. Manh Hoang and Dung Le
01-15-00352-CV
| Tex. App. | Sep 28, 2015Background
- Parties: Appellees Hoang and Le vs Appellants Nguyen, Ngo, Vu in Harris County suit.
- Claims: breach of a family partnership agreement to own and operate a chicken farm, plus fraud, fiduciary breach, and accounting.
- Contributions: initial cash contributions totaling $320,000 with profits/losses shared per contribution.
- Titles: farm assets titled in Appellants’ names due to language, education, and trust considerations.
- Property sequence: Georgia farm purchased, then Texas properties purchased with sale proceeds, later disputes over profit distributions and labor/tax withholdings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there a partnership under Ingram five-factor test? | Hoang/Le: five factors shown. | Ngo/Nguen/Vu: no partnership. | Yes, five factors established a partnership. |
| Did Appellants breach the partnership and misappropriate profits? | Appellants withheld 20% labor costs and profits. | No agreed 20% labor cost withholding; profits properly allocated. | Damages upheld for labor-cost withholding and misallocation of profits. |
| Are damages for breach of fiduciary duty and breach of contract recoverable separately? | Damages arise from distinct injuries; not barred by one-recovery rule. | Potential double recovery concerns; defenses incompatible. | Yes, separate recoveries affirmed for fiduciary duty and contract breaches. |
| Is Vu liable for breach and damages? | Vu participated in decision-making and benefited from misappropriation. | Vu’s involvement contested; not personally liable. | Vu held liable for breach and damages. |
Key Cases Cited
- Marshall Field Stores, Inc. v. Gardiner, 859 S.W.2d 391 (Tex. App.—Houston [1st Dist.] 1993) (five-factor tests for partnership creation; ultimate fact may be circumstantial)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (clear-error standard; evidence viewed in light most favorable to verdict)
- Pool v. Ford Motor Co., 715 S.W.2d 629 (Tex. 1986) (appellate review of jury verdict; zone of reasonable disagreement)
- Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009) (five-factor test for partnership; circumstantial evidence acceptable)
- King Ranch, Inc. v. Chapman, 118 S.W.3d 742 (Tex. 2003) (values of damages; ultimate fact; standard of review)