579 S.W.3d 131
Tex. App.2019Background
- Limited partners (Lugano, A & L Sharif Family, Mamoush) sought inspection of Raider Ranch, LP books and records; request was denied and they sued for declaratory relief under the partnership agreement and Texas Business Organizations Code.
- Raider Ranch and its general partner RRGP moved to dismiss under Texas Rule of Civil Procedure 91a, arguing the petition was frivolous on its face.
- Raider Ranch/RRGP relied on a second amendment to the partnership agreement (not attached to the plaintiffs' petition) containing a mutual release that they said barred the inspection claim.
- Defendants appended the second amendment to their answer and urged “optional completeness” to force the court to consider the release in resolving the Rule 91a motion.
- The trial court denied the Rule 91a motion, then (without submitting evidence) adjudicated the merits in favor of the limited partners; defendants’ motion for new trial was denied and they appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court erred in denying the Rule 91a motion to dismiss | Complaint states a viable claim for inspection under the partnership agreement and statutes | The second amendment release (attached to defendants' pleadings) must be considered under "optional completeness" and shows the petition is frivolous on its face | Denial of Rule 91a motion is not reversible here; court must consider only plaintiff's pleadings for Rule 91a and defendants' reliance on an exhibit to their answer was improper |
| Whether the release barred plaintiffs’ statutory and contractual right to inspect books and records, requiring judgment for defendants | Limited partners have statutory rights to inspect (citing Business Orgs. Code provisions) and no admitted evidence of an effective release was in the record | Release in the second amendment waived inspection rights and should preclude relief | Defendants failed to prove the release at trial; release is an affirmative defense and absent admitted evidence/findings the defense failed; judgment for limited partners affirmed |
Key Cases Cited
- Bennett v. Pippin, 74 F.3d 578 (5th Cir. 1996) (plaintiff’s victory after full trial renders pretrial dismissal ruling moot)
- ClearOne Communications, Inc. v. Biamp Systems, 653 F.3d 1163 (10th Cir. 2011) (post-trial appeal of pretrial dismissal denial is generally improper when plaintiff prevailed at trial)
- City of Dallas v. Sanchez, 494 S.W.3d 722 (Tex. 2016) (Rule 91a reviewed de novo; dismissal depends on the pleading alone)
- AC Interests, LP v. Texas Comm’n on Environmental Quality, 543 S.W.3d 703 (Tex. 2018) (Rule 91a requires ruling based solely on plaintiff’s pleadings and permitted exhibits)