Floyd v. Hefner (2008)

Floyd v. Hefner, 556 F.Supp.2d 617, 660 (S.D.Tex.2008) (Texas law).

Floyd v. Hefner, 556 F. Supp. 2d 617, 660 (S.D.

Floyd v. Hefner , 556 F. Supp. 2d 617, 660 (S.D.

“Civil conspiracy is a separate cause of action that requires, inter alia, an underlying tort and a ‘meeting of the minds’ among the coconspirator[s] ‘on the object or course of action’ to be taken.” Floyd v. Hefner, 556 F.Supp.2d 617, 659-60 (S.D.Tex.2008) (citation omitted).

Md. 2022); Floyd v. Hefner, 556 F. Supp. 2d 617, 660 (S.D.

Under Texas law, “[a]n attorney has a fiduciary duty to his client as a matter of law.” Floyd v. Hefner, 556 F.Supp. 2d 617, 661 (S.D.

(Ted) Terry, Jr., P.C., 284 S.W.3d 416, 429 (Tex. App.—Austin, 2009) (citing Floyd v. Hefner, 556 F. Supp. 2d 617, 661 (S.D.

See also, e.g., CDX Liquidating Trust., 411 B.R. at 587 (holding corporate governance expert “cannot judge what Defendants did or did not do; nor whether they violated the law in that if he were to opine that (and to explain how) their conduct constituted a breach of fiduciary duty, he would necessarily be deeming Plaintiffs version of the facts to be the credible account, which is prohibited”); Floyd v. Hefner, 556 F.Supp.2d 617, 640 (S.D.

Trustee cites a decision from the Southern District of Texas to argue that “[a] party may also qualify as a non-statutory insider if it has a close relationship with a statutory insider of the debtor—the relationship does not have to be with the Debtors themselves.” [Resp. 8 (citing Floyd v. Hefner, 556 F.Supp.2d 617, 658-59 (S.D.

Trustee cites a decision from the Southern District of Texas to argue that “[a] party may also qualify as a non-statutory insider if it has a close relationship with a statutory insider of the debtor—the relationship does not have to be with the Debtors themselves.” [Resp. 8 (citing Floyd v. Hefner, 556 F.Supp.2d 617, 658-59 (S.D.

“Texas recognizes a cause of action for aiding and abetting a breach of fiduciary duty.” Floyd v. Hefner, 556 F.Supp.2d 617, 654-55 (S.D.Tex.2008). “ ‘To establish a claim for knowing participation in a breach of fiduciary duty, a plaintiff must assert: (1) the existence of a fiduciary relationship; (2) that the third party knew of the fiduciary relationship; and (3) that the third party was aware that it was participating in the breach of that fiduciary relationship.’ ” Id.…

“In Texas, corporate officers and directors owe a strict fiduciary obligation to their corporation.” Floyd v. Hefner, 556 F.Supp.2d 617, 633 (S.D.Tex.2008) (citing Int'l Bankers Life Ins.

(Ted) Terry, Jr., P.C., 284 S.W.3d 416, 429 (Tex. App.—Austin 2009, no pet.); Floyd v. Hefner, 556 F. Supp. 2d 617, 661 (S.D.

(Ted) Terry, Jr., P.C. , 284 S.W.3d 416, 429 (Tex. App.--Austin 2009, no pet . ); Floyd v. Hefner , 556 F. Supp. 2d 617, 661 (S.D.

“The formulation of the business judgment rule in Texas ... protects the decision of disinterested [corporate] directors unless there is evidence of ultra vires or fraudulent conduct.” Floyd v. Hefner, 556 F.Supp.2d 617, 650 (S.D.Tex.2008); see also Hoffman v. Kramer, 362 F.3d 308 , 317 n. 4 (5th Cir.2004) (noting that generally, the business judgment rule prevents courts from questioning the business judgment of corporate directors).

“An officer or director is considered ‘interested’ if he or she ... makes a personal profit from a transaction by dealing with the corporation or usurps a corporate opportunity.” Floyd v. Hefner, 556 F.Supp.2d 617, 649 (S.D.Tex. 2008). “‘Texas corporation law applies the “corporate opportunity” doctrine where a corporation has a legitimate interest or expectancy in, and the financial *667 resources to take advantage of, a particular business opportunity.’ ” United Teachers A…

And the law in this regard is that “[a]n attorney [performing legal services] is held to the standard of care that would be expected to be exercised by a reasonably prudent attorney.” Floyd v. Hefner, 556 F.Supp.2d 617, 660 (S.D.Tex.2008).

See Floyd v. Hefner, 556 F.Supp.2d 617, 656 (S.D.Tex.2008) (“[f]he general rule is that conspiracy liability is sufficiently established by proof showing concert of action or other facts and circumstances from which the natural inference arises that the unlawful overt acts were committed in furtherance of common design, intention, or purpose of the alleged conspirators.”) (quoting Int’l Bankers Life *514 Ins.

Granite Corp. v. Primavera Familienstiftung (In re Granite Partners), 194 B.R. 318, 332 (Bankr.S.D.N.Y.1996); see also Floyd v. Hefner, 556 F.Supp.2d 617, 657-58 , 2008 WL 901521, at *33 (S.D.Tex.2008) (listing authorities).

Fiduciary Relationship As a threshold matter, to prevail on this Count, Ms. Rennaker must establish the existence of a fiduciary relationship.61 Although whether the debtor’s status as a fiduciary is a question of federal law, federal law will recognize state law to determine if a fiduciary relationship exists.62 In Texas, as a matter of law, a fiduciary relationship exists between an attorney and client.63 Because the stipulated and undisputed evidence established that Ms. …

See Floyd v. Hefner, 556 F. Supp. 2d 617, 636 (S.D.

See Floyd v. Hefner, 556 F. Supp. 2d 617, 636 (S.D.

Compare Floyd v. Hefner, 556 F.Supp.2d 617, 660 (S.D.

See 556 F.Supp.2d at 643-44 (citing Waco Int'l Inc. , 278 F.3d at 533 ("Although a lawyer may not testify as to purely legal matters, he or she may testify as to legal matters that involve questions of fact.") ).

See Beck, 284 S.W.3d at 438–39 (“Although appellants urge that [defendants] . . . stood to obtain attorneys’ fees that a separate counsel otherwise would have received . . . both the Murphy and Floyd courts characterized such a complaint, standing alone, as a negligence claim”) (citing Murphy v. Gruber, 241 S.W.3d 689, 699 (Tex. App.—Dallas, pet. denied), and Floyd v. Hefner, 556 F. Supp. 2d 617, 662 (S.D.

Cantu v. Horany, 195 S.W.3d *520 867, 873 (Tex.App.-Dallas 2006, no pet.); see also Floyd v. Hefner, 556 F.Supp.2d 617, 643 (S.D.Tex.2008).

See Floyd v. Hefner, 556 F.Supp.2d 617 (S.D.Tex.2008) (Harmon, J.). 7 .

Corp., 365 B.R. 91, 124 (Bankr. *713 S.D.Ohio 2007); see also Floyd v. Hefner, 556 F.Supp.2d 617, 657-658 (S.D.Tex.2008) (citing cases); In re Student Finance Corp., 335 B.R. 539, 547 (D.Del.2005) (" In pari delicto will not operate to bar claims against insiders of the debtor corporation."); In re Walnut Leasing Co., No. 99-526, 1999 WL 729267 , at *5 (E.D.Pa.

S.D.Ohio 2007); see also Floyd v. Hefner, 556 F.Supp.2d 617, 657-658 (S.D.Tex.2008) (citing cases); In re Student Finance Corp., 335 B.R. 539, 547 (D.Del.2005) (“In pari delicto will not operate to bar claims against insiders of the debtor corporation.”); In re Walnut Leasing Co., No. 99-526, 1999 WL 729267 , at *5 (E.D.Pa.

Granite Corp. v. Primavera Familienstiftung (In re Granite Partners), 194 B.R. 318, 332 (Bankr.S.D.N.Y.1996); see also Floyd v. Hefner, ___ F.Supp.2d ___, ___, 2008 WL 901521, at *33 (S.D.Tex.2008) (listing authorities).