Jim Arnold Corp. v. Bishop

928 S.W.2d 761, 1996 WL 492544
CourtCourt of Appeals of Texas
DecidedAugust 29, 1996
Docket09-93-113CV
StatusPublished
Cited by19 cases

This text of 928 S.W.2d 761 (Jim Arnold Corp. v. Bishop) 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
Jim Arnold Corp. v. Bishop, 928 S.W.2d 761, 1996 WL 492544 (Tex. Ct. App. 1996).

Opinions

OPINION

WALKER, Chief Justice.

Jim Arnold Corporation (JACOR), appellant herein, brought-suit against appellees, George M. Bishop, George M. Bishop, P.C. (collectively “Bishop”), Harrison Vickers (“Vickers”), Matthews and Associates, and Guy E. Matthews (collectively “Matthews”), on various claims, including, but not limited to, fraud, breach of fiduciary duty, legal malpractice, Deceptive Trade Practices Act (DTPA) violations, and tortious interference with business relationships. A declaratory judgment cause of action was brought against Vickers alone.

This case was tried in the 260th Judicial District Court of Orange County, Texas, before a jury. At the conclusion of the evidence, Judge Hahn granted a directed verdict as to all causes of action by JACOR against appellees except JACOR’s tortious interference claims against Vickers and Matthews. In the charge to the jury, the trial court submitted questions on whether Vick-ers and Matthews interfered with a specific JACOR contract and on whether Vickers owned an interest in JACOR. The jury found there was no tortious interference with contract and further found that Vickers did not own an interest in JACOR. The final judgment likewise declares that Vickers did not at any time own any stock or equity interest in JACOR.

[764]*764Judge Hahn entered a take-nothing judgment against JACOR on its claims against Vickers, Matthews, and Bishop; the trial court also entered a take-nothing judgment on Bishop’s and Vickers’ counterclaims against JACOR and on Matthews’ counterclaim against JACOR, “save and except those claims made the basis of the Motion for Non-Suit.” JACOR appeals from the judgment, as does appellee Bishop by cross-point of error.

Appellant brings nineteen points of error, the first fifteen of which contest the trial court’s granting of a directed verdict favorable to appellees. At the outset, we overrule points of error four, five, six, ten, and eleven. In points of error four, five, and six, which allege DTPA violations by each of the three appellees, JACOR has not provided us with any argument or authority on appeal regarding the DTPA allegations and, thus, those points are waived. Points four, five, and six are overruled. See Koch Oil Co. v. Wilber, 895 S.W.2d 854, 867 (Tex.App.—Beaumont 1995, writ denied). JACOR contends in points of error ten and eleven that, as to appellees Vickers and Matthews, the trial court erred in directing a verdict regarding JACOR’s cause of action for tortious interference with business relationships. However, the trial court did not direct a verdict on the tortious interference cause of action in favor of Vickers and Matthews. The directed verdict specifically recites that the “Motion for Directed Verdict [as to Vickers and Matthews] is granted as to all causes of action alleged by plaintiff except for the cause of action for tortious interference with business relationships and as to this cause of action, the Motion for Directed Verdict is DENIED.” (emphasis added) Points ten and eleven are overruled.

Factually, appellant, a Texas corporation, was originated in 1975 by James F. Arnold. Appellant corporation (JACOR) was formed for purposes of marketing a “woodpecker drill collar” and other oil field equipment. The “woodpecker drill collar” is a down-hole piece of oil field equipment used to facilitate directional drilling; it allows the drilling of a straight hole in irregular formations. In 1981, JACOR hired appellee Harrison Vick-ers to manage the business. Appellee Vick-ers was also an attorney. As president of JACOR, Vickers managed the company from 1981 until his resignation, effective May 16, 1986. Jim Arnold then ran JACOR from May 1986 until October 1988 when he sold his interest in JACOR to Earl Ennis. On March 28, 1991, the present litigation was filed wherein JACOR sued Vickers, Matthews, and Bishop. Matthews was the attorney hired to represent JACOR in a lawsuit referred to as the Al Monsoori suit, an effort to recover damages for the alleged wrongful use of JACOR’s oil field equipment.

The evidentiary record reveals that between 1981 and 1986, JACOR’s financial situation required the borrowing of funds. During this time period, JACOR borrowed money from three banks, the last and largest loan being made in mid-1984 from Century National Bank, Austin, Texas, for $125,000. As part of the loan collateral, JACOR pledged some of its stock, which included 6,000 shares from Arnold and 4,000 shares from Vickers. Arnold denied that he ever authorized JACOR to issue any stock to Vickers or that Vickers ever held a legitimate ownership interest in JACOR.

Between 1981 and 1986, JACOR entered into various contracts which included those with Sofec and Voest-Alpine. These contracts were the source of some of the mismanagement and breach of fiduciary duty allegations made by James Arnold against Vickers. Under its design contract with Voest-Alpine, JACOR received approximately $400,000 in 1985. By brief, JACOR contends that it lost $220,000 on that contract; however, further testimony reveals that Arnold may not have collected an additional $220,000 owed JACOR by Voest-Alpine. In regards to the contract with Sofec, Arnold wanted Sofec to help JACOR develop a down-hole blowout preventer. JACOR, through Vickers, cancelled the contract in May 1984, when Sofec chose not to pay JA-COR $75,000 to maintain Sofec’s exclusive right to the device. According to the testimony, no one had ever developed or marketed a down-hole blowout preventer.

In 1985, JACOR hired appellee Matthews to pursue a lawsuit against the Al Monsoori [765]*765Company. This suit was an effort to recover payment for the use of JACOR’s woodpecker drill collars in the Middle East. Matthews filed suit against Al Monsoori in August 1985.

Arnold, having become progressively dissatisfied with Vickers, hired an outside accountant to review JACOR’s books. The accountant reported that Vickers had mismanaged JACOR and, as a result of this report, Arnold took Vickers off the check registry and suggested that Vickers leave. Vickers resigned, effective May 16,1986.

Following Vickers’ departure, Arnold ran JACOR for the next two and a half years. In January and February 1987, Arnold engaged in conversation with the Saied brothers regarding the sale of JACOR stock to them. Arnold was aware that Vickers had allegedly created a cloud on title by pledging 4,000 shares of JACOR stock, which had been issued in Vickers’ name, to secure a loan. Arnold’s personal attorney, Paul Co-selli, represented Arnold during his negotiations with Vickers and the Saied brothers. Despite alleged mismanagement and unauthorized stock issuance, Arnold chose not to have JACOR pursue action against Vickers until March 28,1991.

In May 1987, Matthews tried the Monsoori case, recovering a $3,200,000 judgment. Several months later the trial court granted a new trial. Because of Arnold’s dissatisfaction with Matthews concerning the manner in which Matthews had communicated with him about the Mcmsoori suit, Arnold retained Bishop in 1987 to advise him about the Mon-soori case and its progress. According to the evidence, neither the Saied brothers nor Arnold could pay Matthews on an hourly basis; thus, Matthews and Victor Saied suggested that the parties agree to a larger contingency fee arrangement and drop any hourly fee requirement. Though Arnold denied having read this agreement before signing same in June 1988, he nonetheless signed the new agreement providing for a larger contingency fee for Matthews.

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Jim Arnold Corp. v. Bishop
928 S.W.2d 761 (Court of Appeals of Texas, 1996)

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Bluebook (online)
928 S.W.2d 761, 1996 WL 492544, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jim-arnold-corp-v-bishop-texapp-1996.