Indemnification Dispute
Indemnification disputes in Texas involve the express negligence doctrine, the fair notice requirement, and strict construction against the party seeking indemnity. These technical rules frequently override what the parties thought they agreed to.
Business Valuation Dispute
Business valuation disputes require forensic accounting, expert testimony, and a thorough understanding of which valuation standard applies. Texas courts have addressed valuation in the context of oppression buyouts, dissenter’s rights, and marital dissolution.
Joint Venture or M&A Dispute
Merger and acquisition disputes in Texas typically involve fraud, breach of representations and warranties, and indemnification claims. Post-closing adjustment disputes and earn-out calculations are a separate category of frequently litigated issues.
Franchise Agreement Dispute
Texas franchise disputes are primarily contract-based. Termination provisions, cure rights, non-renewal procedures, and post-termination obligations are all typically governed by the franchise agreement with minimal statutory protection for franchisees.
Foreign Entity Qualification Dispute
Texas BOC Section 9.051 bars unregistered foreign entities from maintaining suit in Texas courts. However, retroactive qualification and payment of fees and penalties can cure the defect and restore the right to sue.
Assumed Name (DBA) Dispute
Texas assumed name (DBA) certificates provide notice but do not create exclusive rights. Protection against confusingly similar names requires common law trademark rights or federal registration under the Lanham Act.
Entity Forfeiture & Reinstatement
Texas entity forfeiture for failure to maintain a registered agent or file required reports suspends the entity’s legal capacity. Reinstatement procedures under the Texas BOC can restore that capacity, but there are nuances for pending litigation.
Registered Agent Dispute
Registered agent failures that result in default judgments may support Rule 60(b) relief in federal court or analogous Texas procedural remedies in state court. The analysis turns on whether the agent’s failure was the proximate cause of the default.
Unfair Business Practices
Unfair business practices in Texas can be addressed through DTPA claims, trade libel, business defamation, and tortious interference. The Texas Deceptive Trade Practices Act provides treble damages and attorney’s fees in appropriate cases.
Minority Shareholder Oppression
Minority shareholder oppression in Texas closely-held corporations is addressed through common law fiduciary duty claims and Texas BOC dissolution provisions. Courts have broad equitable powers to fashion appropriate relief.