The Houston Lawyer
1. See Bohatch v. Butler & Binon, 977 S.W.2d 543, 545 (Tex. 1998) (partners owe fiduciary duties); Somers ex rel. EGL, Inc. v. Crane, 295 S.W.3d 5, 12 (Tex. App.—Houston [1st Dist.] 2009, pet. denied) (corporate officers and directors owe fiduciary duties). 2. See Katz v. Intel Pharma, LLC, No. H-18-1347, 2020 WL 3871493, at *2 (S.D. Tex. July 9, 2020) (Rosenthal, J.) (“[T] he court has not found a case expressly stating that under Texas law, an LLC’s managing member owes the company fiduciary duties as a matter of law.”); Gill v. Grewal, No. 14CV-2502, 2020 WL 3171360, at *11 n.12 (S.D. Tex. June 15, 2020) (similar); Gadin v. Societe Captrade, No. 08-CV-3773, 2009 WL 1704049, at *3 (S.D. Tex. June 17, 2009) (similar). 3. 619 S.W.3d 795, (Tex. App.—San Antonio 2020, pet. filed). 4. See, e.g., Houle v. Casillas, 594 S.W.3d 524, 546 (Tex. App.—El Paso 2019, no pet.) (stating it is unclear “whether members of an LLC owe each other a fiduciary duty” but avoiding the question because “Houle does not appear to be arguing that Casillas owed him a duty as a fellow member of the LLC”); Cardwell v. Gurley, No. 05-09-01068CV, 2018 WL 3454800, at *5–6 (Tex. App.—Dallas July 18, 2018, pet. denied) (mem. op.) (noting that Section 101.401 of the Business Organizations Code “presume[s] the existence of fiduciary duties” but seemingly deciding the case, at least in part, on waiver grounds); Chahadeh v. Regions Bank, No. 01-15-00656-CV, 2017 WL 3261384, at *6 (Tex. App.—Houston [1st Dist.] July 31, 2017, no pet.) (mem. op.) (“No general duty exists between members of a limited liability corporation (“LLC”) but a manager of an LLC may owe a duty to the corporation and its members as defined in the agreement establishing the LLC.”); Vejara v. Levior Int’l, LLC, No. 04-11-00595-CV, 2012 WL 5354681, at *4 (Tex. App.—San Antonio Oct. 31, 2012, pet. denied) (mem. op.) (“Texas courts have recognized that in the same manner that business partners owe each other and their partnerships a fiduciary duty, the nature of the relationship between shareholders in a limited liability company sometimes gives rise to an informal fiduciary duty between the shareholders.”); Suntech Processing Sys., L.L.C. v. Sun Comm’cns, Inc., No. 05-99-00213-CV, 2000 WL 1780236, at *7 (Tex. App.—Dallas Dec. 5, 2000, no pet.) (mem. op.) (“[T]he existence of a fiduciary relationships between coshareholders is a fact question.”). 5. Straehla v. AL Global Servs., LLC, 619 S.W.3d 795 (Tex. App.—San Antonio, pet. filed). 6. Id. 7. See Hanmi Fin. Corp. v. SWNB Bancorp, Inc., No. 18-CV3546, 2019 WL 937195, at *7 (S.D. Tex. Feb. 26, 2019) (“Texas courts consider Delaware decisional law persuasive in resolving unsettled issues of Texas corporate law.” (quotation omitted)); In re Aguilar, 344 S.W.3d 41, 47 (Tex. App.—El Paso 2011, no pet.) (“Courts throughout the country look to Delaware for guidance on matters of corporate law” and Delaware “has been described as ‘the Mother Court of corporate law’”). 8. See Auriga Capital Corp. v. Gatz Props., 40 A.3d 839, 850– 51 (Del. Ch. 2012) (“[B]ecause LLC managers are clearly fiduciaries, and because fiduciaries owe the fiduciary duties of loyalty and care, the LLC Act starts with the default that managers of LLCs owe enforceable fiduciary duties.”); Feeley v. NHAOCG, LLC, 62 A.3d 649, 663–64 (Del. Ch. 2012); see also Strebel v. Wimberly, 371 S.W.3d 267, 276–77 (Tex. App.—Houston [1st Dist.] 2012, pet. denied). 9. See Straehla v. AL Global Servs., LLC, N0. 21-0056 (Tex.), docket available at https://search.txcourts.gov/Case.aspx? cn=21-0056&coa=cossup. 10. The appellants’ petitions for review are available at the following links: • h t t p s : // s e a r c h .t x c o u r t s . g o v / S e a r c h M e d i a . aspx?MediaVersionID=3397a8d4-c9f7-4a8f-84a8841d6c96a015&coa=cossup&DT=BRIEFS&MediaID= 8e9e2c54-09bd-4d40-bfc6-71267201c7cb; • h t t p s : // s e a r c h .t x c o u r t s . g o v / S e a r c h M e d i a . aspx?MediaVersionID=058e9536-874b-4e00-abc157863a98001f&coa=cossup&DT=BRIEFS&MediaID=2 ad1659b-4881-4590-9dab-a27b42fcbb9f.
46 May/June 2021
The Best People By Marc Grossberg Greenleaf Press, 2019 Reviewed by David T. López
arc Grossberg, fellow Houston lawyer, has written a wonderfully entertaining book that has engendered well-earned popularity from readers throughout the country. “The Best People,” a book of what he subtitles “a tale of trials and errors” of a newly licensed Houston attorney, timely arrived to lift spirits from the pandemic funk. A transplanted Brooklyn policeman with a brand new bar card, sky-high ambitions, and unfettered confidence takes on an artificially inflated social milieu, and mixes perspicacity with a substantial happenstance of fortuitous events to aim for the top ranks of local divorce lawyers. His path crosses with a strikingly beautiful and equally shrewd single mother with comparable aspirations, that carries her from the barrio to a fling with one of the wealthiest and amply established men among the Houston elite. The “trials” in the book relate as much to the personal failings of the characters, Paddy and Pilar, as to courtroom activities, including personal injury and medical malpractice as well as divorce. The book explores the difficulties that they encounter and the consequences of the choices they make in their circumstances. With deftly crafted characters and surprising, yet believable, plotting, Grossberg imbues satisfying entertainment with commentary and lessons–perseverance in the face of unfairness and the inherent artificiality at times evident in moneyed society. Paddy earns an award
in moot court competition at South Texas but cannot get hired as an associate. His willingness to take on a pro bono case leads him to a prompt rise in professional success. Pilar escapes an abusive relationship and tries to build a better life for her daughter. While working a temporary job as a secretary, she meets and marries a man with a multi-milliondollar business. That the book might well induce some to contemplate how opportunities and social advancement can be subject to chance or mere arbitrary social convention does not in any way diminish the pleasure of a story that some readers have matched with Grisham and Turow. One finishes the book with an enhanced appreciation of skilled writing and of the benefits of being prepared to take advantage of whatever might be presented. Grossberg’s generation of the idea on which the book is based is, in itself, a valid example. He revealed to a Houston Chronicle reporter that the novel came about because he happened to mistakenly enter a women’s restroom. Hearing women’s voices, he suddenly realized his mistake, but was able to escape undiscovered. What could happen, he wondered, if a conversation were overheard by someone who was not supposed to have been there? For Grossberg, there was the happy result of his book, and the reader similarly can expect the happy satisfaction of reading time well spent. The Best People is available in hardback and in an Amazon Kindle edition. David T. López, like Paddy, was graduated from South Texas Collage of Law Houston into a solo practice and is now a domestic and international mediator and arbitrator, following nearly 50 years as a litigator.