Plano AMI LP v. Erwin Cruz, M.D.
05-12-01480-CV
| Tex. App. | Jan 9, 2015Background
- Dr. Erwin Cruz helped form two imaging businesses (NDMI in 2002; Plano AMI in 2004) with Mehrdad Ghani and Dr. Michael Taba; ownership allocation of Plano AMI was disputed.
- Conflicts arose over management, self-dealing (payments to Ghani and his wife, commissions, backdated minutes), and alleged diversion of business and assets to competing ventures (Mesquite AMI, Plano Open MRI).
- NDMI was wound up by resolution in December 2008; Cruz signed meeting minutes and a consent to dissolution but later challenged the dissolution and asset dispositions.
- Cruz sued for conversion, multiple breaches of fiduciary duty (including wrongful dissolution and usurpation of corporate opportunity), and related claims; a jury found for Cruz and awarded actual and punitive damages.
- Two pivotal trial-court rulings were challenged on appeal: (1) a pretrial partial summary judgment that Cruz was a limited partner in Plano AMI (instructing the jury accordingly), and (2) a post‑trial-directed verdict granting Cruz’s motion to strike defendants’ affirmative defense of waiver as to NDMI’s dissolution.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Pretrial partial summary judgment that Cruz was a limited partner in Plano AMI | Cruz: signature page and prior tax filings establish as a matter of law he is a limited partner; estoppel prevents defendants from claiming otherwise | Defendants: agreement and Exhibit A show GMI was the 60% general partner and they were GMI shareholders (not limited partners); they amended tax returns; material ambiguity exists | Reversed: summary judgment improperly granted; contract ambiguous and fact issue exists whether Cruz was a limited partner, so remand required |
| Directed verdict striking defendants’ waiver defense re: NDMI dissolution | Cruz: no evidence of waiver; directed verdict proper | Defendants: Cruz signed dissolution minutes/consents, had knowledge of financial troubles, and participated in dissolution decisions — evidence of waiver | Reversed: trial court erred; more than scintilla of evidence supported waiver defense and the jury should have considered it |
| Whether pretrial ruling and instructed verdict affected trial fairness | Cruz: rulings were correct and did not prejudice proceedings | Defendants: rulings dictated key issues to the jury (Cruz’s status) and limited defense presentation | Reversed and remanded: rulings infected trial presentation and were harmful; full remand for further proceedings ordered |
| Damages and punitive damages issues (raised but not decided) | Cruz: various damages and punitive award challenges on cross-appeal | Defendants: challenged measures of damages and punitive cap application | Not addressed on merits due to remand; appellate court declined to resolve remaining issues pending new proceedings |
Key Cases Cited
- Spangler v. Jones, 797 S.W.2d 125 (Tex. App.—Dallas 1990) (standards for instructed verdict)
- Coastal Transp. Co. v. Crown Cent. Petroleum Corp., 136 S.W.3d 227 (Tex. 2004) (review standard for directed verdict/evidentiary sufficiency)
- Jernigan v. Langley, 111 S.W.3d 153 (Tex. 2003) (definition of waiver)
- Furmanite Worldwide, Inc. v. NextCorp, Ltd., 339 S.W.3d 326 (Tex. App.—Dallas 2011) (elements and proof of waiver)
- Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (summary judgment standard; view evidence in nonmovant’s favor)
- El Paso Field Servs., LP v. MasTec N. Am., Inc., 389 S.W.3d 802 (Tex. 2012) (contract construction principles)
- Innovate v. Tech Solutions, L.P. v. Youngsoft, Inc., 418 S.W.3d 148 (Tex. App.—Dallas 2013) (ambiguity and summary judgment)
- Formosa Plastics Corp. v. Presidio Eng’rs & Contractor’s, Inc., 960 S.W.2d 41 (Tex. 1998) (remand appropriate where charge fails to instruct on proper measure of damages)