Jean Christine Thompson and Thompson Petroleum Corporation v. Anchor Capital GP LLC and Michael Mann

Summary

The Business Court of Texas, 1st Division, addresses Plaintiffs’ motion for partial summary judgment in a dispute involving a secured promissory note, security agreement, personal guaranty, and employment agreement. The court denies summary judgment on the alleged books-and-records breach because a genuine issue of material fact exists regarding contractual compliance, and denies summary judgment on the guaranty claim because factual issues remain regarding the required financial statement. The court also denies summary judgment on the employment-breach claim for lack of conclusively proven remediable injury, while concluding that the employer conclusively established a for-cause basis for Mann’s termination for purposes of the incentive-compensation issue.

Holdings

1. The phrase "books and records related to the Collateral" is unambiguous and encompasses documents necessary to determine the value of the collateral's carried interests.
2. Summary judgment was denied because Anchor presented at least a scintilla of evidence that it complied with its contractual duty to provide books and records, creating a genuine issue of material fact.
3. Summary judgment was denied because the guaranty required a personal financial statement in form and substance reasonably satisfactory to the lender, but did not expressly require an audited statement; whether the unaudited statement was reasonable remained a fact issue.
4. Plaintiffs were not entitled to partial summary judgment on Mann's alleged employment-agreement breach because they failed to conclusively prove that the unauthorized investments caused a remediable injury.
5. Mann did not raise a genuine issue of material fact on waiver because, although evidence of oral preapproval could support waiver of the written-preapproval requirement, he presented no evidence that Thompson intended to waive the separate contractual requirement that waivers be written and signed.
6. Thompson Petroleum was entitled to summary judgment declaring that Mann was fired for cause and was not entitled to further incentive compensation, even though a factual dispute remained over whether Mann also resigned.

Questions Presented

1. Whether Anchor breached the note and security agreement by failing to provide requested books and records relating to the collateral.
2. Whether Mann breached the guaranty by failing to ensure compliance with the books-and-records obligations, payment of the accelerated balance, and delivery of an audited personal financial statement.
3. Whether Thompson Petroleum conclusively established damages resulting from Mann's alleged violation of the employment agreement's written-preapproval requirement.
4. Whether Mann raised a genuine issue of material fact that Thompson waived the employment agreement's written-preapproval requirement and the nonwaiver clause's writing requirement.
5. Whether Thompson Petroleum was entitled to a declaration that Mann was not entitled to further incentive compensation because he was fired for cause.

Disposition

other