Crain v. Northern

Excerpt

This Opinion addresses the enforcement of a mandatory Buy-Sell Option clause and its specific performance remedy after the Offeror tendered the requisite buy/sell notice and the Offeree failed to respond to the notice and claimed the Offeror violated the underlying Company Agreement. The Court ultimately finds the Offeror is entitled to specific performance from the Offeree under the Buy-Sell Option clause. The Court awards the Offeror attorneys' fees. Ruling after court-ordered Rule 166(g) briefing. Ruling that Plaintiffs take nothing by their claims for declaratory relief and, with respect to one defendant, that Plaintiffs take nothing by their claims for accounting and inspection of books and records, breach of contract or an alleged partnership agreement, or for fraud and unjust enrichment. Ruling that Defendants take nothing by their claims for declaratory relief. Ruling that Plaintiffs' claims for breach of contract, breach of fiduciary duty, and fraud relating to one plaintiff and alternative claim for quantum meruit, and Defendants' claim for conversion, remain pending and will proceed to jury trial as set. Granting traditional and non-evidence summary judgment against Plaintiff's defamation claim because the complained-of statements are not objectively verifiable and therefore, as a matter of law, are not defamatory. Denying reconsideration of an order remanding the case back to district court on the grounds that the removal to business court was untimely. Denying permission to take a permissive interlocutory appeal of that order. This opinion addresses (i) whether the Property (Trust) Code bars a trustee from enforcing a punitive damages waiver; (ii) if not, whether the waiver in one bond financing contract applies to claims based on a related contract in the same financing; and (iii) whether a trustee owes continuing fiduciary duties to its beneficiaries once the trustee resigns and is replaced by a substitute trustee. The court concludes that (i) the pun