Bader v. Cox

46 Citing cases

  1. Hooper v. Yoder

    737 P.2d 852 (Colo. 1987)   Cited 43 times
    Holding that partners in a business enterprise owe to one another the highest duty of loyalty; they stand in a relationship of trust and confidence to each other and are bound by standards of good conduct and square dealing

    § 7-60-130, 3A C.R.S. (1986). See also Schoeller v. Schoeller, 497 S.W.2d 860 (Mo.App. 1973); Bader v. Cox, 701 S.W.2d 677 (Tex.App. 1985); Lange v. Bartlett, 360 N.W.2d 702 (Wis. 1984). "The winding up includes the entire process of settling the partnership affairs after dissolution."

  2. Gonzales v. Maggio

    500 S.W.3d 656 (Tex. App. 2016)   Cited 15 times

    The vast majority of Partnership clients opted to have the new Gonzales & Gonzales entity “continue to represent” them.SeeBader v. Cox , 701 S.W.2d 677, 681–82 (Tex.App.–Dallas 1985, writ ref'd n.r.e.) (plurality op.) (holding that contingent-fee contracts of dissolving law firm partnership were “unfinished business” and assets of the partnership required to be wound up); id. at 688 (Whitham, J., concurring) (agreeing with that holding); see alsoHarris v. Harris , 765 S.W.2d 798, 803–04 (Tex.App.–Houston [14th Dist.] 1989, writ denied) (similarly recognizing that contingent-fee contract between law partnership and clients was partnership property).While many of the case authorities we cite were decided under predecessor statutes to the Business Organizations Act, the material holdings and principles we note would apply under the Act as well.

  3. Cole v. Hall

    864 S.W.2d 563 (Tex. App. 1993)   Cited 82 times
    In Cole, the court held that for the merits of a trial court's order sustaining special exceptions and dismissing a suit to be reviewed on appeal, the plaintiff must challenge both the order granting special exceptions and the order of dismissal. 864 S.W.2d at 566-67.

    When the appellant does properly attack the trial court's sustaining of the special exceptions and dismissal of the cause of action, we review the pleading to determine whether the trial court abused its discretion in sustaining the special exceptions. Bader v. Cox, 701 S.W.2d 677, 686 (Tex.App. — Dallas 1985, writ ref'd n.r.e.). We construe the petition liberally accepting as true all of the factual allegations set forth.

  4. Estate of Menifee v. Barrett

    795 S.W.2d 810 (Tex. App. 1990)   Cited 11 times

    Texas courts have consistently indicated that to force a party to plead his or her entire case with exactness is not concordant with the spirit of the rules governing pleadings. Bader v. Cox, 701 S.W.2d 677 (Tex.App. — Dallas 1985, writ ref'd n.r.e.). Fair notice has been given if the pleadings are sufficiently specific that an opposing attorney of reasonable competence can ascertain from the pleadings the nature and the basic issues of the controversy and the testimony probably relevant. Bader, 701 S.W.2d 677. The party excepting to a pleading must show that fair notice has not been given. Bader, 701 S.W.2d 677.

  5. Adams v. U.S.

    218 F.3d 383 (5th Cir. 2000)   Cited 24 times
    In Adams v. U.S., 218 F.3d 383 (5th Cir. 2000), a case involving the value of a deceased partner’s interest in a partnership for estate tax purposes, the Fifth Circuit Court of Appeals was called upon to decide whether § 38(1) granted the personal representative of a deceased partner the right to demand liquidation under Texas law.

    Although "surplus" is not defined in TUPA, Texas courts have held that "'[s]urplus' is the excess of assets over liabilities." Bader v. Cox, 701 S.W.2d 677, 681 (Tex.App. 1986) (citingFulgham v. Gulf, Colorado Santa Fe Railway Co., 288 S.W.2d 811, 813 (Tex.App. 1956)).

  6. Development Specialists, Inc. ex rel. Coudert Brothers LLP v. Akin Gump Strauss Hauer & Feld LLP

    480 B.R. 145 (S.D.N.Y. 2012)   Cited 18 times
    Rejecting application of New York Rule 5.6 to unfinished business case

    In fact, the “efforts, skill and diligence” rule appears to read that provision right out of the statute, in contravention of the Legislature's intent, as plainly expressed in Partnership Law § 40(6). Furthermore, the case on which Kirschrelies—Bader v. Cox, 701 S.W.2d 677 (Tex.App. Dist. 5 1985), involved what was considered a “surviving” partner, who is therefore expressly entitled to compensation under the UPA's modification of the no compensation rule. Bader, in turn, relies on Timmermann v. Timmermann, 272 Or. 613, 538 P.2d 1254 (1975) (en banc), which appears to embrace the rule that any partner who winds up firm business is entitled to compensation, even if she was not forced to do so by the death of her partner.

  7. Development Specialists, Inc. v. Akin Gump Strauss Hauer & Feld LLP

    477 B.R. 318 (S.D.N.Y. 2012)   Cited 6 times   1 Legal Analyses
    Explaining general principles of partnership law

    In fact, the “efforts, skill and diligence” rule appears to read that provision right out of the statute, in contravention of the Legislature's intent, as plainly expressed in Partnership Law § 40(6). Furthermore, the case on which Kirsch relies—Bader v. Cox, 701 S.W.2d 677 (Tex.App.1985), involved what was considered a “surviving” partner, who is therefore expressly entitled to compensation under the UPA's modification of the no compensation rule. Bader, in turn, relies on Timmermann v. Timmermann, 272 Or. 613, 538 P.2d 1254 (1975) (en banc), which appears to embrace the rule that any partner who winds up firm business is entitled to compensation, even if she was not forced to do so by the death of her partner.

  8. Thomas v. Price

    718 F. Supp. 598 (S.D. Tex. 1989)   Cited 7 times

    BLACK'S LAW DICTIONARY 1090 (5th ed. 1979).See Bader v. Cox, 701 S.W.2d 677, 681 (Tex.App. — Dallas 1985, writ ref'd n.r.e.).See Bader, 701 S.W.2d at 681-82; Humphrey v. Bullock, 666 S.W.2d 586, 590 (Tex.App.-Austin 1984, writ ref'd n.r.e.); Egan v. American State Bank, 67 S.W.2d 1081, 1084 (Tex.Civ.App.-Amarillo 1934, writ refused); art. 6132b, § 40(a)-(c).

  9. Matteson v. Matteson

    2008 WI 48 (Wis. 2008)   Cited 18 times
    Explaining that district courts have broad discretion in equity proceedings for the dissolution and liquidation of a partnership and will be affirmed if the relevant facts are examined, a proper legal standard is applied, and a reasonable conclusion is reached

    ¶ 44. Bader v. Cox, 701 S.W.2d 677 (Tex.App. 1985), another case affirming that the burden is on the exiting partner to establish profits attributable, is of particular relevance to our burden of proof discussion. In Bader, the widow of a deceased partner sought to recover profits of the partnership's business, and the court placed the burden on the widow to prove profits attributable, concluding that it is the exiting partner who "must prove, by competent evidence, the profits gained after dissolution and prior to termination which are attributable to the use of decedent's right in the property of the dissolved partnership."

  10. SMITH, KELLER ASSOC. v. DORR ASSOC

    875 P.2d 1258 (Wyo. 1994)   Cited 15 times

    In the context of the DKBP partnership agreement, we define work in process as: the unfinished business of the dissolved partnership, including those contractual agreements for the performance of services which were in existence before the dissolution of the partnership. See Bader v. Cox, 701 S.W.2d 677, 682 (Tex.Ct.App. 1985); WYO. STAT. § 17-13-605(a) (1988). Unfortunately, this process was not faithfully executed.