Farley v. Klaus

946 S.W.2d 422, 1997 Tex. App. LEXIS 1870, 1997 WL 166503
CourtCourt of Appeals of Texas
DecidedApril 10, 1997
DocketNo. 14-95-00870-CV
StatusPublished

This text of 946 S.W.2d 422 (Farley v. Klaus) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Farley v. Klaus, 946 S.W.2d 422, 1997 Tex. App. LEXIS 1870, 1997 WL 166503 (Tex. Ct. App. 1997).

Opinion

OPINION

YATES, Justice.

In this appeal, we must decide whether a partnership agreement is ambiguous if it requires a cash basis method of accounting and entitles an expelled partner to the “book value” of the partnership interest “as determined by a complete inventory and accounting.” Because we conclude this agreement is ambiguous as it relates to the accounts receivable of the partnership, we find the trial court erred in granting summary judgment, and we reverse the judgment of the trial court and remand it for further proceedings.

B.J. Farley, appellant, served as managing partner of a law partnership from its creation in 1986 until his expulsion by his four partners in 1992. He owned a 46.5% share of the partnership at the time he was expelled without cause. The parties do not dispute the right of the partners to expel Farley without cause. Farley sued the partnership and the other four partners (collectively “the law firm”) under the partnership agreement. He asserted several claims, including the distribution of his share of the “book value” of the partnership assets and breach of fiduciary duty. The law firm brought a number of counter-claims, including a “negative capital account” claim and a declaratory judgment claim that the term “book value” is not ambiguous.

Farley claims the law firm’s accounts receivable, the billed but uncollected charges, totaled approximately $348,000 at the time of his expulsion. The law firm claims the capital account of the law firm at the time of the expulsion was deficient by approximately $88,000. Whether these totals are correct is not clear from the record, but the exact totals are not necessary to the disposition of this appeal.

According to the law firm, the cash method of accounting employed by the law firm and dictated by the partnership agreement precludes the calculation of the accounts receivable into the book value of the firm. As a result, the law firm claims the accounts receivable have no book value, and the law firm claims Farley owes the law firm for his portion of the negative capital on hand when Farley was expelled in 1992. Farley contends the accounts receivable must be included in the book value of the law firm because a proper inventory and accounting cannot be conducted without them.

The trial court granted partial summary judgment on the law firm’s declaratory judgment counter-claim and made the following conclusions as a matter of law:

1. That the Partnership Agreement between the Plaintiff and the Defendants which is the subject of this suit is a legal, valid and binding Agreement.
2. That the Partnership Agreement between the Plaintiff and the Defendants in this case exclusively governs the Plaintiff’s right to payment for his interest in the partnership upon his expulsion.
3. That the term “book value” as contained in the Partnership Agreement is not ambiguous.
4. That the agreed method of accounting under the Partnership Agreement to determine the book value of the partnership upon the date of the expulsion of the Plaintiff is a cash basis method of accounting.

The case proceeded to trial on the remaining claims. On the day of trial, the trial court granted the law firm’s motion in limine in its entirety.1 Farley informed the trial court that its ruling precluded him from presenting evidence to the jury on his causes of action and that he would not be able to proceed as the plaintiff. The trial court rea[424]*424ligned the parties, and the law firm proceeded to trial on its counter-claims.

The jury found a zero balance in Farley’s capital account at the time of his expulsion. It also found that the law firm’s reasonable attorney’s fees were zero. After the jury trial, the trial court entered a take nothing judgment against both parties. Farley brings two points of error complaining the trial court erred in granting the partial summary judgment in favor of the law firm. He also brings two points of error addressing the trial court’s granting of the law firm’s motion in limine. The law firm raises four points of error, contending the jury findings are erroneous.

In his first point of error, Farley argues the trial court erred in granting the law firm’s partial interlocutory summary judgment because the term “book value” is an ambiguous term. In his second point of error, Farley contends the trial court erred in finding the cash basis method of accounting applied to determine the book value of the partnership for the purposes of expulsion. The standard for reviewing a motion for summary judgment is well settled: 1) the movant must show that no genuine issue of material fact exists and that it is entitled to judgment as a matter of law; 2) in deciding whether there is a disputed material fact issue precluding summary judgment, evidence favorable to the nonmovant will be taken as true; and 3) every reasonable inference must be resolved in the nonmovant’s favor. Nixon v. Mr. Property Management Co., 690 S.W.2d 546, 548-49 (Tex.1985).

When courts construe a contract, courts strive to give effect to the written expression of the parties’ intent. State Farm Life Ins. Co. v. Beaston, 907 S.W.2d 430, 433 (Tex.1995). Courts will read all of the provisions together and will be “particularly wary” of considering a portion of a contract isolated from the rest of the contract. Id. A court may construe a contract as a matter of law if it is unambiguous and can be given a certain or definite legal meaning or interpretation. Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983). A contract is ambiguous when it is reasonably susceptible to more than one meaning or the meaning is uncertain and doubtful. Towers of Texas, Inc. v. J & J Sys., Inc., 834 S.W.2d 1, 2 (Tex.1992). The court must look at the contract as a whole in light of the circumstances present when the contract was entered to determine whether the contract is ambiguous. National Union Fire Ins. Co. v. CBI Indus., Inc., 907 S.W.2d 517, 520 (Tex.1995); Coker, 650 S.W.2d at 394. If the contract contains an ambiguity, summary judgment is improper because the interpretation of the contract becomes a fact issue. Coker, 650 S.W.2d at 394.

An ambiguity can appear either on the face of the contract or as it is applied to a particular situation. National Union Fire, 907 S.W.2d at 520. This distinction is sometimes referred to as patent and latent ambiguities. Id. A patent ambiguity is evident on the face of the contract itself while a latent ambiguity arises “when a contract which is unambiguous on its face is applied to the subject matter with which it deals and an ambiguity appears by reason of some collateral matter.” Id. It appears Farley is arguing the ambiguity is both patent and latent. He argues “book value” is inconsistent with other provisions in the agreement (patent ambiguity).

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Related

Towers of Texas, Inc. v. J & J SYSTEMS, INC.
834 S.W.2d 1 (Texas Supreme Court, 1992)
Coker v. Coker
650 S.W.2d 391 (Texas Supreme Court, 1983)
Anzilotti v. Gene D. Liggin, Inc.
899 S.W.2d 264 (Court of Appeals of Texas, 1995)
City of Beaumont v. Guillory
751 S.W.2d 491 (Texas Supreme Court, 1988)
State Farm Life Insurance Co v. Beaston
907 S.W.2d 430 (Texas Supreme Court, 1995)
Chaffe v. Murray
492 S.W.2d 680 (Court of Appeals of Texas, 1973)
Nixon v. Mr. Property Management Co.
690 S.W.2d 546 (Texas Supreme Court, 1985)
Cheek v. Humphreys
800 S.W.2d 596 (Court of Appeals of Texas, 1990)
Bailey and Williams v. Westfall
727 S.W.2d 86 (Court of Appeals of Texas, 1987)
Bader v. Cox
701 S.W.2d 677 (Court of Appeals of Texas, 1985)

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Bluebook (online)
946 S.W.2d 422, 1997 Tex. App. LEXIS 1870, 1997 WL 166503, Counsel Stack Legal Research, https://law.counselstack.com/opinion/farley-v-klaus-texapp-1997.