On Appeal from the 10th District Court Galveston County
The plaintiff sued the defendant to recover profit distributions of joint business ventures alleging defendant wrongfully withheld. The trial court entered judgment on jury finding that the defendant breached fiduciary duties to the plaintiff and awarded plaintiff actual damages and attorneys’ fees. The appellate court found the plaintiff failed to demonstrate that the defendant took actions which caused his lost-distribution damages while acting within the scope of a fiduciary relationship between the parties. Defedant's actions causing plaintiff's lost-distribution damages instead were taken by the the defendant-controlled general partner of the limited partnership and, could not form the basis of a breach of fiduciary duty claim where those fiduciary duties had been expressly disclaimed. Thus, the court sustained the defendant’s first issue and held that the trial court erred by entering judgment on the jury’s breach of fiduciary duty finding. Further, the court determined that it need not address the merits of the other arguments because its reversal of the trial court’s award of actual damages required the court to reverse the trial court’s award of attorneys’ fees. The court thus sustained the defendant’s seventh issue. Furthermore, the court viewed that sustaining the defendant’s first, fifth, and seventh issues was dispositive of the instant appeal. The court thus need not reach his second, third, fourth, and sixth issues. Finally, because the court had reversed the trial court’s judgment on the jury’s breach of fiduciary duty finding, the plaintiff might be entitled to seek judgment on his alternative oppression theory. The court thus remanded to the trial court for consideration of the jury’s alternative findings. Accordingly, the court reversed the trial court’s judgment and remand for further proceedings consistent with the instant opinion.