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Eric Fryar quoted in the "Business Mirror"

Eric Fryar

"A director has no direct relationship with the shareholders as his relationship is with the company. In the words of Eric Fryar, a Texas lawyer whose expertise lies in shareholder rights: 'If a director owed a fiduciary duty to shareholders, this would frequently place him in a position where his duty to shareholders would be in conflict with his duty to the company.'” The Business Mirror July 15, 2019.

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Topics: Fiduciary Duties

Joint and Several Liability for Breach of Fiduciary Duty

Eric Fryar

When may a defendant be held jointly and severally liable for the tortious conduct of another? Civil Conspiracy, Aiding and Abetting, Knowing Participation

The classic statement was given by Professors Prosser and Keeton as follows:

All those who, in pursuance of a common plan or design to commit a tortious act, actively take part in it, or further it by cooperation or request, or who lend aid or encouragement to the wrongdoer, or ratify and adopt the wrongdoer's acts done for their benefit, are equally liable.

W. Page Keeton, et al., Prosser and Keeton on the Law of Torts § 46, at 323 (5th ed. 1984) (quoted in Juhl v. Airington, 936 S.W.2d 640, 643 (Tex. 1996)).

Texas law provides three distinct bases for imposing on one person joint and several liability for the tortious conduct of another: contract, causation, and participatory conduct. Each of these bases involves different legal concepts, different public policies, and different elements and applicability. Unfortunately, Texas appellate courts often confuse the different theories, intermingle the elements, and use the incorrect terminology. The recent Houston [1st Dist.] court of appeals decision, Wooters v. Unitech Int'l, Inc., 01-15-00174-CV, 2017 WL 372165 (Tex. App.—Houston [1st Dist.] Jan. 26, 2017), is an apt example of the failure to distinguish these distinct bases of these different theories of liability. 

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Topics: Fiduciary Duties, Joint and Several Liability

Fryar Law Firm Appellate Victory: Texas Partnership Fiduciary Duty

Eric Fryar

14th Court of Appeals Affirms Victory for Texas Limited Partner Fiduciary Duty Claims

The 14th Court of Appeals (Houston, Texas) today affirmed Fryar Law Firm's $1.7 million judgment in favor of a Texas limited partner for breach of fiduciary duties. The judgment included more than $1 million in punitive damages.

Bruce v. Cauthen, No. 14-15-00693-CV (Tex. App.--Houston [14th Dist.] February 2, 2017). 

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Topics: Fiduciary Duties, Attorney's Fees, Limited Partnerships

Texas Civil Practice and Remedies Code 38.001 for Breach of Fiduciary Duty

Eric Fryar



Can a Plaintiff Recover Attorney’s Fees Under Texas Civil Practice and Remedies Code 38.001 for a Tort Cause of Action

Texas is one of the more liberal jurisdictions in allowing the recovery of attorney’s fees in breach of contract actions, but generally attorney’s fees are not recoverable in tort actions. The typical claim for wrongdoing among owners of closely-held companies sounds in tort—usually breach of fiduciary duties or conversion.

Section 38.001 of the Texas Civil Practice and Remedies Code provides: “A person may recover reasonable attorney’s fees from an individual or corporation, in addition to the amount of a valid claim and costs, if the claim is for: (8) an oral or written contract.” Texas courts have developed a significant exception to the general rule that permits recovery of attorney’s fees on a tort claim that is so intertwined with the contract which underlies the cause of action such that the tort action is “intrinsically founded on the interpretation of the contract.”[1]

[1] See High Plains Wire Line Servs., Inc. v. Hysell Wire Line Servs., Inc., 802 S.W.2d 406, 408 (Tex. App.—Amarillo 1991, no writ).

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Topics: Fiduciary Duties, Attorney's Fees

Fiduciary Duties of the Limited Partnership General Partner in Texas

Eric Fryar


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Topics: Fiduciary Duties, Limited Partnerships
Fryar Law Firm Knows Shareholder Oppression-Knowledge Makes the Difference

About this blog

The Shareholder Oppression Blog provides timely updates and commentary on the development of Texas Shareholder Oppression law in the wake of the Texas Supreme Court's Ritchie v. Rupe decision, together with legal analysis of the rights, duties, and legal remedies in disputes among business owners in all types of closely-held businesses.

Visit Shareholder Oppression complete legal resource

Fryar Law Firm | Shareholder Oppression Attorneys

About the Author

Eric Fryar

Eric Fryar is a Houston, Texas business litigation attorney, whose practice focuses almost exclusively on shareholder oppression and similar disputes among business owners. Recognized as an authority in this area of the law, Eric Fryar has written, taught, and practiced the law the governing shareholder and business owner rights for more than a quarter century. He achieved the largest fraud verdict in the state of Texas for a group of minority shareholders in 2015--one of the largest verdicts in the country that year, and has recently published a law review article in the Texas Journal of Business Law on the future of shareholder oppression litigation in Texas.

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