William Fulton Broemer, Broemer & Associates, W. Fulton Broemer & Associates, LC. and Broemer & Associates, L.L.C. v. Houston Lawyer Referral Service
407 S.W.3d 477
Tex. App.2013Background
- In 2005 W. Fulton Broemer & Associates, L.C. (the law firm, “B&A”) purchased assets of Weisblatt & Associates; Roslyn Bazzelle brought three HLRS-referred cases into B&A after being hired from Weisblatt.
- HLRS initiated arbitration seeking referral fees; the arbitrator awarded $2,785 against Broemer individually and $15,637 against B&A LLC for the Weisblatt cases, and expressly declined to pierce the corporate veil to impose individual liability on Broemer for the $15,637.
- HLRS filed to confirm the arbitration award in state court; appellants answered and (untimely) moved to vacate the award.
- At an evidentiary hearing the trial court denied the vacatur, found B&A LLC was an assumed name/alias of W. Fulton Broemer & Associates, L.C., and entered judgment jointly and severally against all named defendants for $18,422.
- On appeal the court considered three issues: timeliness of the vacatur application, whether judgment could be entered against the various entity names (including an unregistered assumed name), and whether the trial court could impose joint-and-several liability on Broemer contrary to the arbitrator’s finding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Timeliness of motion to vacate arbitration award | Broemer: three-month clock should run from arbitrator’s denial of reconsideration | HLRS: FAA §12 three-month clock runs from filing/delivery of award; appellants filed late | Held: Motion untimely under FAA §12; trial court properly denied vacatur |
| Liability against named entity forms / assumed name | Broemer: B&A LLC is a nonexistent entity or not a party; judgment improperly entered against B&A | HLRS: B&A LLC and other names are assumed names of the same LLC; failure to register does not avoid liability | Held: Evidence shows W. Fulton Broemer & Associates, L.C. did business as B&A LLC; judgment against the firm (under those names) proper |
| Joint-and-several liability of Broemer for entire award | Broemer: Trial court erred by making him jointly and severally liable for amount the arbitrator did not impose on him | HLRS: Argued Broemer did business individually as B&A LLC and thus is personally liable | Held: Court sustained this claim; modification to impose joint-and-several liability on Broemer conflicted with arbitrator’s express finding and exceeded the limited FAA §11 grounds for modification; judgment reformed to match arbitrator’s apportionment |
Key Cases Cited
- CVN Grp., Inc. v. Delgado, 95 S.W.3d 234 (Tex. 2002) (arbitration awards are strongly favored and treated like final-judgment equivalents)
- E. Tex. Salt Water Disposal Co. v. Werline, 307 S.W.3d 267 (Tex. 2010) (Texas law strongly favors arbitration; judicial review is narrow)
- Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008) (sections 10 and 11 of the FAA provide exclusive statutory grounds to vacate, modify, or correct an arbitration award)
- Fogal v. Stature Const., Inc., 294 S.W.3d 708 (Tex. App.—Houston [1st Dist.] 2009) (failure to register an assumed name does not prevent enforcement or liability when an entity does business under that name)
- Baker Hughes Oilfield Operations, Inc. v. Hennig Prod. Co., 164 S.W.3d 438 (Tex. App.—Houston [14th Dist.] 2005) (procedural posture for confirming, modifying, or vacating arbitration awards; summary-judgment-style procedures are not required)