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Lindley v. McKnight

Appellant Elizabeth Ann Lindley, solely in her capacity as independent executor of the estate of Nan Daws, sued appellees, asserting that appellees had implemented unenforceable shareholders' agreements. She sought declarations under the Uniform Declaratory Judgments Act that the agreements were unreasonable and void and that appellees had failed to comply with them. She also alleged that one of the appellees had breached a fiduciary duty to Daws by failing to disclose the legal effect of the agreements upon her estate, that appellees were liable for common law fraud and statutory fraud based on alleged misrepresentations about the necessity and legal effect of the agreements, and that appellees breached section three of the agreements by failing to reject the stock transfers to her within 20 days of receiving knowledge that she was the proposed transferee. The trial court denied Lindley's motion for partial summary judgment and granted appellees' motions for summary judgment. The trial court did not err by granting summary judgment against Lindley's breach of fiduciary duty claim; the evidence demonstrates facts that are common to ordinary friendly and neighborly relationships; they do not demonstrate a special relationship of trust and confidence. The trial court did not err by granting appellees' traditional motion for summary judgment against Lindley's UDJA and breach of contract claims because appellees established their acceptance of benefits (quasi-estoppel) defense as a matter of law. The trial court's judgment is affirmed. Fort Worth Court of Appeals, No. 02-09-00249-CV, 07-07-2011.

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OPINION

In five issues, appellant Elizabeth Ann Lindley, not individually, but solely in her capacity as independent executor of the estate of Nan Daws, deceased (Lindley), appeals the trial court’s final judgment in favor of appellees J. Ross McKnight, Throckmorton Bancshares, Inc. (Throckmorton), Olney Bancshares of Texas, Inc. (Olney), and the remaining appellees listed above. Lindley contends that the trial court erred by denying her motion for summary judgment, granting appellees’ motions for summary judgment, making allegedly incorrect rulings on the parties’ objections to summary judgment evidence, and awarding more than $200,000 in attorney’s fees to appellees. We affirm.

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