Fiduciary claim arising from unfair cash-out merger barred by statute of limitations and laches where plaintiff was aware of facts indicating that terms and consideration for merger were unfair and that the company had made inadequate disclosures, but chose not to pursue legal action until other stockholders prevailed in appraisal action after the limitations period had run.

COURT OF APPEALS OF TEXAS, FIRST DISTRICT, HOUSTONSEAPRINTS, INC., HERMAN H. KOSTER, AND ELISABETH KOSTER, Appellants v. C

Appeal from the United States District Court for the Northern District of Texas Before DAVIS, G

Page 683 Katherine Ann Miller, Assistant U.S. Attorney, U.S. Attorney's Office, Dallas, TX, Susan Cowger, Assistant U.S. Attorney, U.S. Attorney's Office, Dallas, TX, for Pla