Appellate Lawyer of the Week: Lewis Brisbois Lawyer Gets $12.7M Business Fraud Verdict Reversed
Houston attorney Sean Higgins says with pride that none of his clients have ever paid a jury verdict, so much so that he advertises that claim on his law firm's website.
December 20, 2018 at 05:20 PM
4 minute read
Houston attorney Sean Higgins says with pride that none of his clients has ever paid a jury verdict, so much so that he advertises that claim on his law firm's website.
And Higgins, a partner with Lewis Brisbois Bisgaard & Smith, continued to back up that claim this week after convincing Houston's 14th Court of Appeals to reverse and render a $12.7 million fraud jury verdict against the Cargotec Corp., a Finnish energy services company that was hit with the judgment in 2016 after a failed attempt to buy a Texas company.
According to the decision in Cargotec v. Logan, Cargotec entered into a letter of intent in 2010 to purchase Logan Industries, a similar, Hempstead-based company that specializes in the production, installation and repair of equipment used by offshore drilling companies along the state's Gulf Coast region.
The nonbinding agreement memorialized Cargotec's proposal to acquire Logan's assets for a price in the range of $18 million to $25 million, subject to change after due diligence was conducted. As part of that process, Cargotec sought extensive information from Logan, including its business plan, technical information, financial documents and customer lists.
In 2011, a $26 million deal between the companies fell apart after Logan's shareholders rejected the sale because as proposed, Logan would have had to perform work on Cargotec equipment at cost, which they alleged would result in Cargotec paying less for Logan than it was worth.
And in 2012, Cargotec opened its own service center in Houston, a development which Logan feared would result in Cargotec taking all of its customers because Cargotec knew Logan's “roadmap,” according to the decision.
Logan was later bought by DGI, a Dutch company active in the oil and gas industry, for $22.5 million. DGI's own due diligence revealed that Cargotec's due diligence process had disrupted Logan's focus on its business and customers, and that Logan's profits were not where they should have been, the court said.
Because Logan's shareholders believed they had been wronged by Cargotec, the parties in the aborted sale agreed that the shareholders would retain any legal claims they had against Cargotec. After DGI acquired Logan, the company did extremely well, and its profitability increased. In contrast, Cargotec's Houston service center closed because it was unprofitable, according to the decision.
Logan then sued Cargotec, alleging breach of contract and fraud. And after a six-day trial, a Waller County jury awarded Logan $2.7 million for lost net profits and another $10 million for loss of value, a judgment that Cargotec appealed, arguing that Logan's evidence was legally insufficient to support the verdict, among other reasons.
In its decision, the 14th Court agreed that Logan's bare assertions were unsupported by any evidence that it lost business because of Cargotec's alleged wrongdoing.
The 14th Court also ruled that testimony from Logan's business valuation expert—that the company had lost profits and value—was unsupported by objective facts, figures or data.
“Thus, even if some evidence supports a finding that Cargotec breached the [letter of intent] or committed a tort by misusing Logan's confidential information, Logan cannot recover lost profits damages or lost value damages,” wrote Justice Ken Wise. “Because our holding disposes of the appeal, we sustain Cargotec's first issue on the basis that the evidence is legally insufficient to establish causation and damages, reverse and render judgment in Cargotec's favor, and do not reach Cargotec's remaining issues.”
Higgins was happy with the appellate court decision, one he believes vindicates his client. “They did nothing wrong and made a serious attempt at a business acquisition,” Higgins said.
“What the court latched on to was the verdict rested on complete speculation and evidence that really should have never been admitted at trial. The plaintiff could not really articulate any business that was lost,” Higgins said. “And, as a matter of fact, they admitted on cross-examination that the business was not injured. But we can't overlook that the court found that there was no evidence that my client did anything wrong.''
Jeff Nobles, a partner in Houston's Smith Haley Nobles who represents Logan, declined to comment on the decision.
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