Austin Business Organizations Law Blog

Overcoming the Business Judgment Rule in Texas

The Business Judgment rule allows corporate officers and directors to avoid being held personally liable for business decisions made in good faith with honest motivations, but with unfortunate results. This rule has prevented shareholders from brining derivative suits against officers/directors of a corporation for breaching their fiduciary duty when they make an honest decision that does not pay-off. However, the Business Judgement Rule is not all powerful. In some circumstances it does not apply and even when it does, there are ways to overcome it. This blog is designed to give a brief overview of the Business Judgement Rule and how it can be overcome in Texas.

When Do Fiduciary Duties Shift to Creditors in Texas?

Typically, a corporation's directors and officers only owe fiduciary duties to the corporation and its shareholders, but not to the corporation's creditors. However, Texas Courts have consistently held that fiduciary duties can shift from shareholders to creditors when the corporation begins to experience financial turmoil. Unfortunately, Texas Courts are split on what financial turmoil is enough to trigger this shift. This blog post will detail the split within the Texas Courts of when the shift of fiduciary duties is triggered.

Taylor Dunham and Rodriguez Successful in FedEx Ground Class Action

Taylor Dunham and Rodriguez LLP successfully represented the Texas class of FedEx drivers in a class action against FedEx Ground concerning their status as independent contractors. Donald R. Taylor and Jennifer Tatum Lee served as Texas class counsel. The case resulted in a settlement for the Texas class in the amount of $8.9 million dollars after 12 years of litigation.

Legal Malpractice: An Overview

Every day, clients ranging from individuals to multi-billion dollar businesses place their problems in the hands of attorneys. Attorneys then have the responsibility to provide aggressive and zealous representation while having a thorough knowledge of the law. Further, attorneys owe a duty of care to their client. Unfortunately, sometimes this duty is breached and clients are damaged by the attorney's conduct. However, clients are not left without a remedy, there is the possibility of legal malpractice claim. Here, at Taylor Dunham and Rodriguez LLP we pride ourselves on our knowledge and expertise in this area of law. In fact, one of our firm's most prolific victories took place in 2012 where our law firm obtained a jury verdict of $1.29 million against DLA Piper in a legal malpractice case. Unfortunately, there are often opportunities for a legal malpractice actions that go unnoticed by the victim because they are unaware of their rights. This blog post is designed to inform potential victims of legal malpractice on what legal malpractice is and when it occurs.

Three of Taylor Dunham and Rodriguez's Attorneys Selected to Texas 2017 Super Lawyers List

Taylor Dunham and Rodriquez is proud to announce that three of Taylor Dunham and Rodriguez LLP's attorneys have been selected to the Texas 2017 Super Lawyers List. Donald Taylor, David E. Dunham, and Miguel Rodriguez have all received the distinction for 2017. Each year, no more than five percent of attorneys in the state are selected by Super Lawyers to receive this honor.

Taylor Dunham and Rodriguez Wins Legal Malpractice Case in Texas Supreme Court

Taylor Dunham and Rodriguez LLP successfully reversed a Court of Appeals judgement in Linegar v. DLA Piper US, LLP. Donald Taylor, Jennifer Tatum Lee, and Natalie Taylor of Taylor Dunham Rodriguez LLP tried the case that returned the largest legal malpractice verdict in the State for 2013.

Your Rights in a PBM Termination Appeal

We have been seeing a spike in pharmacy benefit management (PBM) network terminations. Termination from a PBM's pharmacy network can be catastrophic to a pharmacy's business. Many PBM terminations are not "for cause." The PBM simply decides to eliminate the pharmacy from its network. Other terminations are initiated after the PBM audits the pharmacy and finds one or two record keeping errors (i.e., where no fraudulent conduct was found). We have been seeing many small discrepancies found in wholesale invoice audits as well that have led to PMB terminations.

Breach of Contract Attorneys Proving Up Attorney's Fees

In other posts on this blog I have written about the ability of a party to recover its attorney's fees under Tex. Bus. Com. Code § 38.001 et seq. as well as through other statutory means. In Texas, the general rule is that the party seeking to recover attorney's fees carries the burden of proof. Stewart Title Guar. Co. v. Sterling, 822 S.W.2d 1, 10 (Tex. 1991). How do you prove up an attorney's fee claim? Generally either an expert affidavit or testimony will be offered proving up the attorney's fees. Included in this testimony are the factors that must be considered for an attorney fee award to be both necessary and reasonable. An expert witness will examine the hours worked, the amount charged, the type of case and other factors in offering their opinion about the reasonableness of the fee. Can a party recover attorney's fees even if it has agreed to pay its attorneys a contingency fee interest? Yes, but a party cannot simply ask a jury to award a percentage of the recovery. Ving Card A.S. v. Merrimac Hospitality Sys., Inc., 59 S.W.3d 847 (Tex. App.--Fort Worth 2001, review denied). Instead, expert testimony is offered proving up a specific amount. Proving up attorney's fee claims are a regular part of a breach of contract attorney's practice.

Contracts: Enforcing Your Rights and Recognizing the Enforceability of Certain Clauses

The freedom to contract is a principal that is recognized under Texas law.  However, there are some limitations on a party's ability to contractually limit certain rights.  All legal disputes must be filtered through the rules of evidence.  Can parties to a contract change the rules of evidence that will apply in the event a dispute arises between the contracting parties?  The answer is most likely "no." Texas, like other states, has a code of evidence which provides rules and limitations on what types of evidence are admissible.  For example, the Texas Rules of Evidence have certain provisions relating to the admission of documents.  Could a contract limit the rights of one party to introduce into evidence certain types of documents in contravention of the Texas Rules of Evidence?  There is Texas case law that provides that "contract language abrogating fundamental rules of evidence is unreasonable, if not void, and will not be enforced."  Shultz v. American Nat. Ins. Co., 142 S.W.2d 275, 279 (Tex. Civ. App.--Beaumont 1940, writ dismissed).  While a contract may contain certain restrictions and limitations on a parties' rights, Texas law might provide that such contractual language is void. What if a contract is silent about a right?  For example, say a contract that is performable and enforceable in Texas does not address the recovery of attorney's fees?  Texas law, under Tex. Bus. & Com. Code § 38.0001 et. seq., provides that a prevailing party can recover its attorney's fees for breach of contract.  This is a statutory right that a prevailing party has on a breach of contract claim even if the contract sought to be enforced does not have a provision about the recovery of attorney's fees.

Article Regarding a Taylor Dunham Jury Verdict Is One of the Top Ten Stories of the Year

Legal malpractice cases are often followed with great interest by other lawyers. As has been detailed in other blog posts, Donald Taylor, Jennifer Tatum Lee, and others recently obtained a jury verdict of $1.29 million against DLA Piper in a legal negligence case that was tried in February of this year. The legal malpractice case trial took place in Travis County District Court and lasted over two weeks. One of the publications that picked up the story was the Texas Lawyer, a weekly legal publication. Recently, the Texas Lawyer provided a list of the top 20 Texas Lawyer articles and videos for the first half of 2012; the story about our $1.29 million legal malpractice verdict came in at number 10. The ratings were based upon the number of page views received on wwww.texaslawyer.com.
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