Second Court of Appeals

Summaries of Civil Opinions and Published Criminal Opinions Issued - Week of September 21, 2020.

NOTE: Summaries are prepared by the court's staff attorneys and law clerks for public information only and reflect his or her interpretation alone of the facts and legal issues. The summaries are not part of the court's opinion in the case and should not be cited to, quoted, or relied upon as the opinion of the court.

Links to full text of opinions (PDF version) can be accessed by clicking the cause number.

Skeels v. Suder, No. 02-18-00112-CV (Sept. 24, 2020) (Birdwell, J., joined by Gabriel and Womack, JJ.).

Held: A professional-corporation law firm’s shareholder resolution addressing generally the relationship among the shareholders––without specifically referencing the redemption of the law firm’s shares––did not allow the corporation to involuntarily redeem a departing shareholder’s shares under Chapter 21 of the Texas Business Organizations Code, applicable to for-profit corporations, instead of Section 303.004 of the Code, applicable to professional corporations. Section 303.004, when applicable, provides only three methods by which to redeem shares; because the law firm did not comply with any of these three methods when attempting to redeem Skeels’s shares, its attempted redemption was not effective and the trial judge erred by rendering a declaratory judgment for the law firm and a take-nothing judgment on Skeels’s other claims. Additionally, because the order awarding groundless-pleading sanctions to two of the individual shareholders was largely based on the trial court’s determination that the firm was entitled to a declaratory judgment––and therefore that Skeels’s other claims had no merit––the sanctions award must be reversed.