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Access over workers' compensation decisions, including En Banc, Significant Panel Decisions, and writ-denied cases.

Case No. 03-14-00510-CV
Regular Panel Decision

Noah S. Bunker, Paul Carrell, Everett Brew Houston, Jr., W. Andrew Buchholz, Scott J. Leighty, Jad L. Davis, and Holly Clause v. Tracy D. Strandhagen

Dr. Tracy D. Strandhagen, an anesthesiologist, was a partner in Austin Anesthesiology Group, LLP, which was sold to American Anesthesiology of Texas, Inc. Physicians, including Strandhagen and the appellants, entered into an Advisory Board and Internal Operations Agreement. This agreement included a 'Termination Penalty Clause' stating that if a physician's employment with AAT terminated early for reasons other than without cause by AAT, they would pay $500,000 in liquidated damages. Strandhagen's employment terminated in July 2013, leading to a dispute over the enforceability of this clause. The trial court granted Strandhagen's motion for summary judgment, declaring the $500,000 liquidated damages clause an unenforceable penalty because it was not a reasonable forecast of just compensation.

Contract DisputeLiquidated DamagesUnenforceable PenaltyEmployment AgreementBreach of ContractSummary JudgmentDeclaratory JudgmentAppellate LawTexas LawCommercial Contract
References
54
Case No. MISSING
Regular Panel Decision

Primex International Corp. v. Wal-Mart Stores, Inc.

In this case, Primex International Corporation sought to compel Wal-Mart Stores, Incorporated to arbitrate disputes arising from their 1990 and 1993 service agreements, following Wal-Mart's lawsuit against Primex in Arkansas alleging fraud and breach of contract. The core issue was whether a general merger clause in a subsequent 1995 agreement, which lacked an arbitration clause, superseded the arbitration obligations from the earlier agreements. The Supreme Court and Appellate Division initially denied Primex's petition, finding the 1995 agreement's merger clause retroactively eliminated arbitration obligations. However, the higher court modified this decision, ruling that the merger clause did not nullify the duty to arbitrate disputes specifically arising from the 1990 and 1993 agreements. The case was remitted to the Supreme Court to determine which claims were arbitrable under the earlier contracts.

Arbitration ClauseMerger ClauseContract DisputeParol Evidence RuleRetroactive EffectContract TerminationExclusivity AgreementBuying AgentBreach of ContractFraud Allegations
References
23
Case No. MISSING
Regular Panel Decision

Bush v. Brunswick Corp.

This case addresses whether shareholders of a target company, ICO, can sue an acquiring company, Brunswick, for damages resulting from the diminution of stock value due to an alleged breach of a Merger Agreement. The majority shareholders intervened in ICO's lawsuit against Brunswick, but the trial court struck their petition, ruling they were not intended third-party beneficiaries entitled to enforce the agreement, based on a clause stating the agreement was "not intended to confer upon any other person any rights or remedies hereunder." On appeal, the court examined the Merger Agreement and a related Shareholder Agreement, concluding that the shareholders were indeed intended third-party beneficiaries and the exclusionary clause did not apply to them, as they were integral participants in the merger. The court reversed the trial court's order and remanded the case for further proceedings.

Merger AgreementShareholder RightsThird-Party BeneficiaryBreach of ContractStock Value DiminutionInterventionAppellate ReviewContract InterpretationCorporate LawAnticipatory Breach
References
22
Case No. MISSING
Regular Panel Decision

Clause v. E.I. du Pont De Nemours & Co.

Plaintiff Darrell H. Clause, Jr. sustained back injuries in a construction site accident while being transported in a pickup truck owned by his employer, Higgins Erectors & Haulers, Inc., a subcontractor for general contractor Scrufari Construction Co., Inc., at a site owned by E.I. du Pont De Nemours & Company. A jury found violations of Labor Law § 241 (6) and Higgins' negligence, awarding damages for medical expenses and lost wages but no pain and suffering to plaintiff, nor any damages to his wife's derivative claim. The Supreme Court initially set aside the verdict regarding Labor Law § 241 (6) liability and granted a new trial. On appeal, the higher court found that the Supreme Court abused its discretion in setting aside the jury's verdict on Labor Law § 241 (6) and Higgins' negligence. The appellate court also determined that the jury's failure to award damages for pain and suffering to plaintiff was unreasonable, granting a new trial solely on those damages, while upholding the denial of damages for the wife's derivative claim.

Construction Site AccidentPersonal InjuryLabor LawNegligenceJury VerdictDamagesPain and SufferingLost WagesMedical ExpensesAppellate Review
References
12
Case No. MISSING
Regular Panel Decision

Todd Shipyards Corp. v. Industrial Union of Marine & Shipholding Workers of America, Local 39

This case involves a plaintiff who filed an action for a declaratory judgment under Section 301 of the Taft-Hartley Act, seeking to invalidate Article XXVII of a collective bargaining agreement as an illegal clause under Section 8(e) of the LMRDA and to stay arbitration. The defendant-union had filed a grievance claiming a violation of Article XXVII. The court first established jurisdiction, rejecting the defendant's argument that it lacked authority to determine an unfair labor practice in this context. The court then addressed the merits, interpreting Section 8(e) and the nature of subcontracting clauses. It determined that Article XXVII, which restricts subcontracting only when the employer's workforce is inadequate, is a primary clause aimed at protecting employees' job security and maintaining the integrity of their contract, rather than achieving a secondary boycott. Consequently, the court found the clause to be permissible and granted the defendant's motion for summary judgment while denying the plaintiff's motion.

Labor LawCollective BargainingDeclaratory JudgmentTaft-Hartley ActLMRDA Section 8(e)SubcontractingUnion GrievanceUnfair Labor PracticeSecondary Boycott ExceptionStatutory Interpretation
References
22
Case No. NO. 03-14-00510-CV
Regular Panel Decision
Mar 03, 2017

Noah S. Bunker Paul Carrell Everett Brew Houston, Jr. W. Andrew Buckholz Scott J. Leighty Jad L. Davis And Holly Clause v. Tracy D. Strandhagen

This case concerns an appeal from a declaratory summary judgment regarding a liquidated-damages provision. Appellee Tracy Strandhagen, a physician, sought to declare a $500,000 liquidated-damages clause in an operating agreement with her former medical practice group's advisory board (appellants) an unenforceable penalty. The trial court denied the appellants' plea to the jurisdiction and granted summary judgment for Strandhagen. On appeal, the Texas Court of Appeals, Third District, found that Strandhagen failed to conclusively prove the provision was an unreasonable forecast of just compensation. Therefore, the appellate court reversed the summary judgment and remanded the case for further proceedings, while affirming that the claim was ripe for review.

Contract LawLiquidated DamagesSummary Judgment AppealDeclaratory JudgmentContract BreachEmployment AgreementOperating AgreementUnenforceable PenaltyRipeness DoctrineAppellate Review
References
43
Case No. MISSING
Regular Panel Decision

Matthius v. Platinum Estates, Inc.

JAC Construction Corp. appealed an order that granted indemnification to Grymes Hill Estates, Inc., John Culotta, Robert Ricca, and Platinum Estates, Inc., for costs and attorney's fees in a personal injury action. JAC argued that a subsequent agreement with a merger clause superseded a prior indemnification agreement. The court found the January 17th agreement to be incomplete and ambiguous, allowing the admission of the prior indemnification agreement as extrinsic evidence without contradicting the later contract. The indemnification agreement clarified insurance coverage and indemnification obligations. The court also noted that the merger clause did not extinguish the indemnification agreement because the two contracts dealt with different subject matter. Furthermore, JAC demonstrated its intent to be bound by the indemnification agreement by obtaining the required insurance. Therefore, the referee's report, finding the respondents entitled to indemnification, was properly confirmed.

IndemnificationMerger ClauseParol Evidence RuleContract InterpretationAmbiguityExtrinsic EvidenceGeneral ContractorOwnerPersonal InjuriesAppellate Review
References
8
Case No. MISSING
Regular Panel Decision

In re the Arbitration between Genuth & S. B. Thomas, Inc.

The case involves a dispute between parties to a collective bargaining agreement regarding the application of the 'anti-pyramiding' clause concerning overtime and invasion of rest period pay. The core issue was whether the rest period was curtailed by overtime worked before it began or by an early return to work. The employer argued for the former, which would activate the anti-pyramiding clause, while the union advocated for the latter, negating the clause's impact and increasing worker pay. The arbitrator sided with the union's interpretation. The court subsequently denied the employer's motion to vacate the arbitration award and granted the union's cross-motion to confirm it, affirming that the arbitrator's interpretation was permissible and within his competence.

arbitrationcollective bargaining agreementanti-pyramiding clauseovertime payrest period paylabor disputearbitration award confirmationcontract interpretationarbitrator's competencejudicial review of arbitration
References
0
Case No. MISSING
Regular Panel Decision

Reda v. Eastman Kodak Co.

Plaintiffs, former managers of Videk, sued Eastman Kodak Company (Kodak) and Eastman Technology, Inc. (ETI) for alleged breach of a "Long Term Incentive Plan" (LTIP). They sought payment under a merger clause, contending a payout was triggered when Videk was removed from ETI and merged into Kodak. Defendants argued that no merger occurred and that Videk was not financially successful, a prerequisite for any payout under the LTIP. The court concluded that the LTIP indeed required financial success for a payout and found that Videk was not financially successful, having sustained significant cumulative losses. Furthermore, plaintiffs failed to establish that Videk was merged into Kodak, as it maintained its separate identity as a division of ETI. The court also determined that defendants did not breach their implied contractual obligation of good faith and fair dealing, as they acted within their contractual discretion. Consequently, the amended judgment dismissing the complaint was unanimously affirmed.

Contract disputeMerger clauseFinancial success conditionBreach of contractGood faith and fair dealingImplied obligationVenture managementLong Term Incentive PlanCorporate structureEmployee compensation
References
8
Case No. MISSING
Regular Panel Decision

In re Arbitration between Reif & Williams Sportswear, Inc.

This case addresses whether a corporation is bound by an arbitration clause in a collective bargaining agreement ratified by its predecessor partnership. The petitioner, Local 169 of the Amalgamated Clothing Workers of America, initiated arbitration against the respondent, Williams Sportswear Co., Inc., for defaulting on payments to employee funds. The corporation, formed by the same partners who ran the predecessor partnership, continued the same business in the same location and sought to stay arbitration, arguing it was not a party to the agreement. While the Special Term denied the stay, the Appellate Division reversed, absolving the corporation of the obligation. The higher court, however, reversed the Appellate Division's decision, holding that the corporation acts as an 'alter ego' of the original promoters and is thus bound by the collective bargaining agreement, emphasizing that a change in corporate form does not negate pre-existing contractual obligations when the underlying business remains unchanged. Therefore, arbitration was deemed enforceable.

Arbitration AgreementCollective Bargaining AgreementCorporate LiabilityAlter Ego DoctrineSuccessor EmployerStay of ArbitrationPartnership DissolutionCorporate FormationContractual ObligationsUnion Rights
References
8
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