Sandeep Patel v. Harbor Hospice of Beaumont, LP
13-15-00452-CV
| Tex. App. | Oct 13, 2015Background
- Sandeep Patel, a Class A limited partner in Harbor Hospice of Beaumont, L.P., alleges his 3% (later 6%) partnership interest was wrongfully taken and transferred to co‑partner Qamar Arfeen without notice or payment.
- Patel alleges defendants (Harbor Hospice entities, Arfeen, Arfeen Properties) failed to follow Partnership Agreement procedures for termination, redemption, or transfer, concealed the transfer, and fabricated post‑hoc amendments.
- Documentary evidence in the record includes a 2009 general ledger and an IRS Form 8308 indicating a direct transfer to Arfeen, a December 31, 2008 balance sheet listing Patel as partner, and two inconsistent Amendment No. 4 documents (one dated Nov. 10, 2011 and one undated).
- Defendants moved for traditional summary judgment asserting statute‑of‑limitations bars, lack of any breach or theft if termination/redeem occurred under the partnership agreement, lack of damages, and (implicitly) properly executed transfer documents.
- The trial court granted defendants’ amended motion and dismissed Patel’s claims; this brief is appellant Patel’s challenge to that summary‑judgment ruling, arguing factual disputes on accrual, discovery/fraudulent concealment, breach and damages, and lack of authentication of defendants’ evidence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held (trial court) |
|---|---|---|---|
| 1. Statute of limitations (accrual) | Patel: his causes of action accrued after June 15, 2008 (and after June 15, 2010 for conversion/theft) because documentary and testimonial evidence show he remained a partner past those dates and defendants concealed the transfer. | Defendants: Patel had notice (Parker letter, K‑1, alleged Amend. 4 effective Jan 1, 2008) so limitations ran before suit. | Trial court granted defendants’ SJ on limitations; appellant contends genuine fact issues exist (ledger, balance sheet, 2011 amendment, concealment). |
| 2. Application of discovery rule and fraudulent concealment | Patel: fiduciary relationship and failures to follow notice/signature provisions make the injury inherently undiscoverable and toll limitations; defendants actively concealed transfer (two conflicting Amend. 4s, no signed transfer). | Defendants: plaintiff had constructive or actual notice and should have discovered the injury by diligence. | Trial court accepted defendants’ limitations argument; appellant argues discovery rule and fraudulent concealment raise triable issues. |
| 3. Merits — breach of fiduciary duty, breach of contract, conversion, Texas Theft Liability Act | Patel: defendants violated multiple Partnership Agreement provisions (notice, consent, signature, restrictions on transfer), improperly transferred interest to Arfeen, failed to pay consideration, and thus breached duties and committed conversion/theft. | Defendants: any removal/transfer was authorized by the Partnership Agreement (e.g., Section 10.2 termination or Section 8.5 redemption), so no breach, conversion, or theft occurred. | Trial court granted SJ dismissing substantive claims; appellant maintains record contains contradictory documents and contractual violations creating material fact disputes. |
| 4. Damages and evidence authentication | Patel: damages include value of the interest, distributions wrongfully received by Arfeen/Arfeen Properties, and disputes in K‑1/general ledger entries; also defendants failed to authenticate summary‑judgment exhibits. | Defendants: even if a partner left, partnership agreement limits recovery to capital account; plaintiff cannot show damages beyond that. | Trial court found no genuine issue of damages and granted SJ; appellant argues disputed capital account entries, entitlement to fair value under governing statute, and lack of authentication of defendants’ evidence. |
Key Cases Cited
- Rhone‑Poulenc, Inc. v. Steel, 997 S.W.2d 217 (Tex. 1999) (summary judgment and evidence‑viewing rules).
- Friendswood Dev. Co. v. McDade & Co., 926 S.W.2d 280 (Tex. 1996) (defendant summary‑judgment burden; affirmative defenses).
- S.V. v. R.V., 933 S.W.2d 1 (Tex. 1996) (discovery rule and inherently undiscoverable injuries).
- Santanna Natural Gas Co. v. Hamon Operations, 954 S.W.2d 885 (Tex. App.—Austin 1997) (fraudulent concealment tolling limitations).
- Aquaplex, Inc. v. Rancho La Valencia, Inc., 297 S.W.3d 768 (Tex. 2009) (measure of damages/fiduciary remedies context).
- BP Am. Prod. Co. v. Marshall, 342 S.W.3d 59 (Tex. 2011) (elements of fraudulent concealment doctrine).