On Appeal from the 193rd Judicial District Court Dallas County
The appellee company purchased all of the shares of a Canadian corporation owned by the appellant. The appellant and the company entered into two agreements, both of which included provisions to employ the appellant by the company as a consultant. Although the company paid the consideration under the Agreement for Sale of Shares, the company never made any payments under the agreements to the appellant for consulting services. An individual sent the appellant a letter terminating the Contract for Provision of Services, and the appellant sent an invoice to the individual and the company for $500,000 Canadian for his services, which went unpaid. The appellant sued the company and the individual for breach of contract and fraud. The trial court granted summary judgment for the company and the individual on all of the appellant's claims. The appellate court noted that the summary judgment evidence showed that the company was dissolved pursuant to statute and continued to exist only for the limited purposes set forth in article 7.12, requiring the appellant to bring his claims within three years of the dissolution. The summary judgment record showed that the company never made any of the annual payments under the contract, and the appellant never provided any of the consulting services enumerated under it, so there was no evidence of performance to indicate acceptance of benefits or obligations. The individual's assertion with no supporting facts was insufficient to sustain summary judgment on the issue whether the individual was liable as a promoter. Moreover, the court found that the language of the agreement for consulting services contemplated periodic payments with limitations that began to run on the due date for each payment, and that claims for all but the final two annual payments were barred by the statute of limitations. Accordingly, the judgment was affirmed in part, reversed in part, and remanded.