Robert v. Buck and Queen Isabella Development Joint Venture v. G. J. Palmer, Jr., 379 S.W.3d 309

Background

In 1984 Buck, Palmer, Thobe, and 1629 formed Queen Isabella Development Joint Venture to develop Port Isabel property; initial ownership was Buck 20%, Palmer 20%, Thobe 20%, 1629 40%.
The venture borrowed over $7 million from 1629’s parent Peoples Savings and Loan; Palmer and Buck signed guaranties; 1629 loaned $200,000 to venture funds; storms damaged the marina in 1986.
Peoples became insolvent; its assets passed through receivership to Texas Trust and then CTX; Buck and Palmer defaulted on personal notes; Queen Isabella defaulted on the mortgage.
Llano County litigation (Tex. Trust vs. Queen Isabella, Buck, Palmer) led to a 1992 judgment against Queen Isabella for about $14.87 million and a 40% liability against Buck and Palmer; settlement negotiations occurred in 1995.
The current suit began in 1996 (Garcia v. Palmer for attorney fees); Buck joined in 1997; Palmer alleged Buck promised to transfer Buck’s 20% interest in Queen Isabella in exchange for a complete release of liability.
Palmer moved for summary judgment on dissolution and limitations; Buck opposed, arguing continued winding up rights; Buck sought discovery of Palmer’s financial statements and Buck moved to disqualify Palmer’s counsel; the trial court granted summary judgments and denied some discovery and disqualification.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Queen Isabella was dissolved and Buck’s interest valued at dissolution	Buck contends dissolution did not occur or value existed post-dissolution.	Palmer asserts dissolution occurred by Buck’s express will; Buck’s value at dissolution was zero.	Dissolution occurred by Buck’s express will; Buck’s interest valued at dissolution was zero.
Whether Buck's claims are barred by limitations	Buck argues claims accrued post-dissolution; some actions may fall within winding-up period.	Palmer contends claims accrued by 1987 and are time-barred.	Limitations barred Buck's claims.
Whether Palmer must produce personal financial statements	Buck sought Palmer’s financials to prove value at dissolution.	Palmer argued production was confidential and not necessary for summary judgment.	No reversible error; discovery properly denied as it would not affect dissolution value.
Whether Buck and Queen Isabella’s motion to disqualify Palmer’s counsel was properly denied	Buck claimed a conflict due to counsel’s association with Griffith & Garza.	Palmer argued waiver and lack of timely motion; no abuse of discretion.	Waiver established; court did not abuse discretion in denying disqualification.
Whether Palmer was entitled to affirmative declaratory relief	Palmer sought declaration of his ownership of Queen Isabella and related relief.	Buck challenged the scope and basis for declaratory relief in the judgment.	Affirmative declaratory relief deemed unnecessary to reverse; outcome stands from dissolution ruling.

Key Cases Cited

Woodruff v. Bryant, 558 S.W.2d 535 (Tex. Civ. App.–Corpus Christi 1977) (dissolution and wind-up framework in partnerships)
Vaughan v. Walther, 875 S.W.2d 690 (Tex. 1994) (waiver of disqualification based on delay)
In re EPIC Holdings, Inc., 192 S.W.3d 581 (Tex. 2006) (attorney conflict waivers; imputed knowledge to clients)
Binur v. Jacobo, 135 S.W.3d 646 (Tex. 2004) (hybrid traditional/no-evidence summary judgments; evidentiary treatment)
Spears v. Fourth Court of Appeals, 797 S.W.2d 654 (Tex. 1990) (disqualification standard and use as a dilatory tactic)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for determining genuine issues of material fact; summary judgment)