Yazdani-Beioky v. Sharifan, 550 S.W.3d 808

Background

In Sept. 2005 Yazdani (through MHM) and Sharifan were limited partners in Metro Hospitality Partners, Ltd. (MHP); Sharifan owned 40% and Yazdani ~59.9% (Yazdani controlled the general partner).
In August 2008, the trial court found an oral buyout agreement: Yazdani agreed to buy Sharifan’s entire 40% interest for $12.5 million cash; Sharifan tendered his interest and demanded payment, but Yazdani never paid.
Post-agreement disputes included capital calls in 2008–2009; Sharifan failed to contribute to an Aug. 31, 2009 capital call and Yazdani contributed Sharifan’s share and treated it as additional capital, arguing forfeiture or reduction of Sharifan’s interest.
Litigation: consolidated bench trials; the trial court found the oral contract enforceable, found Yazdani breached by not paying, offset Sharifan’s recovery by $135,000 for misapplied partnership funds (China trips), awarded Sharifan $12,365,000 plus attorney’s fees and prejudgment/postjudgment interest, and declared Yazdani owner of the partnership interests.
On appeal and cross-appeal the court considered: existence/enforceability of the oral agreement; measure/remedy (specific performance vs. money damages); waiver/estoppel; effect of missed capital call; prejudgment interest; attorney’s fees; and the $135,000 offset.

Issues

Issue	Plaintiff's Argument (Sharifan)	Defendant's Argument (Yazdani)	Held
Existence/enforceability of Aug. 2008 oral buyout	There was an offer, acceptance, meeting of the minds: $12.5M cash; Sharifan tendered interest	Denied any such negotiation or offer; argued parties intended only to be bound by a written agreement	Court: factual finding for Sharifan; oral agreement enforceable — intent and material terms satisfied
Measure of remedy (specific performance vs. money damages)	Sought contract damages ($12.5M) and alternatively specific performance	Argued specific performance improper and trial court erred in awarding it	Court: reconciled findings — awarded money damages ($12.5M less offset) because seller fully performed; specific performance language did not control
Proper measure of damages	Contract price is appropriate where seller fully performed and buyer paid $0	Argued Miga-style market-value measure should apply; claimed evidence of higher market value negates damages	Court: benefit-of-the-bargain (contract price) applies; legally sufficient evidence for $12.5M damages
Waiver / estoppel to enforce contract	N/A (Sharifan pursued enforcement)	Argued Sharifan’s post-breach conduct (continuing negotiations, participation in partnership) waived rights	Court: no waiver or estoppel; no unequivocal relinquishment of rights shown
Effect of Aug. 31, 2009 capital call (forfeiture/reduction)	Argued irrelevant because Sharifan already tendered interest in Aug. 2008	Claimed Sharifan defaulted and forfeited or lost interest; sought declaratory relief and accounting	Court: findings about capital-call adjustments were immaterial to breach claim; declaration that Yazdani owned interests stood but capital-account relief unnecessary; those findings harmless
Prejudgment interest & attorney’s fees	Sought prejudgment interest and fees as prevailing party	Challenged interest start date and fees award	Court: prejudgment interest amid equitable principles was proper (start date set at suit filing); trial court did not err awarding attorney’s fees to Sharifan
Offset for China trips ($135,000)	N/A	Sought offset for partnership funds advanced/misused by Sharifan	Court: offset of $135,000 allowed against Sharifan’s recovery; Yazdani/MHP/MHM pleaded offset and offered evidence

Key Cases Cited

Kramer v. Kastleman, 508 S.W.3d 211 (Tex. 2017) (acceptance-of-benefits estoppel factors and burden on party asserting doctrine)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standards for reviewing factual sufficiency and weight of evidence)
Miga v. Jensen, 96 S.W.3d 207 (Tex. 2002) (measure of damages for wrongful denial of stock option — difference between contract price and market value at breach)
Fischer v. CTMI, L.L.C., 479 S.W.3d 231 (Tex. 2016) (material terms and definiteness required for enforceable contract)
Sacks v. Hall, 481 S.W.3d 238 (Tex. App.-Houston [1st Dist.] 2015) (benefit-of-the-bargain damages and recoverable unpaid contract amount)