Commercial litigation is a broad area of law that covers nearly every type of business dispute and the legal processes used to resolve them, including court proceedings, trial, arbitration, mediation, and other forms of alternative dispute resolution. Some of the most common examples are breach of contract disputes, business partner and shareholder disputes, disputes between a corporation and officers and directors, and, of course, the wide varieties of fraud and misrepresentation claims. At Kretzer & Arnett, our attorneys handle commercial litigation throughout Texas, and we represent clients in state and federal courts, including appeals when necessary. Whether you are facing a complex business dispute or need aggressive representation to protect your interests, our firm is prepared to help. Call Kretzer & Arnett today to schedule a consultation and get prompt, knowledgeable legal guidance.
Kretzer & Arnett Attorneys represent both companies and individuals in matters involving: breach of fiduciary duty, shareholder derivative actions, corporate governance and control disputes, claims involving fraud or financial misconduct, forced receivership or judicial termination, and windup.
Texas no longer recognizes minority shareholder oppression suits.
Contract disputes can quickly tarnish a previously long-standing business relationship. Whether a dispute arises from one party’s failure to perform contractual obligations, a disagreement over contract terms, or an honest misunderstanding, resolving a contract dispute as efficiently as possible is usually in everyone’s best interests.
When litigation is sometimes necessary, it can be costly and time-consuming, and it does not always produce better outcomes than alternative methods. Our goal is to protect your business interests while minimizing unnecessary disruption. If court action is required, our firm is fully prepared to pursue your claim or defend your rights in Texas state and federal courts.
Business partner disputes can be the most disruptive and emotionally charged conflicts a company can face. These disputes can develop after partners have worked closely together for months or years, which means disputes may involve not only financial and operational issues but also significant interpersonal conflict. Because of this complexity, working with an experienced business divorce attorney is critical.
Kretzer & Arnett attorneys bring an objective, third-party perspective and can evaluate the situation based on the partnership agreement, operating agreement, and applicable Texas business law, rather than personal history or emotions. This allows for clearer assessment of legal rights, potential remedies, and practical, efficient strategies for resolution. Kretzer & Arnett is ready to assist you with breach of partnership agreements or operating agreements, ownership and profit-sharing disagreements, fiduciary duty claims, management and control conflicts, and business dissolution and buyouts.
Corporate officers and directors owe fiduciary duties to the corporation, including duties of loyalty, care, and obedience. The Texas Supreme Court has made it clear that directors and officers do not owe formal, individual fiduciary duties to shareholders. When questions arise about whether the officers and directors have breached their duty, the future of the entire business is at stake. Sometimes these conflicts within a company can be resolved internally, through strategic negotiation between corporate leadership and shareholders; however, when the conflict escalates and requires formal legal action, particularly when allegations involve mismanagement, self-dealing, misuse of corporate funds, or violations of shareholder rights.
For a variety of reasons, including the company’s brand image and public reputation, at Kretzer & Arnett, we usually try first to determine whether there is a realistic possibility of resolving shareholder disputes through confidential negotiation or mediation. Sometimes, however, litigation is the logical next step based on the circumstances, or the other side of a shareholder dispute may take the decision out of your hands by proceeding with legal action against you. We are prepared both to defend our clients’ integrity with convincing evidence and to file complaints as needed to move the matter forward.
Allegations of fraud in the business world raise serious and complex issues. Whether you have been wrongfully accused of fraud by a customer or colleague, or you believe you or your business has been the victim of fraud or fraudulent conduct, it is important for you to understand all of your legal options as early as possible.
Under Texas law, proving fraud generally requires evidence that a party knowingly made a material misrepresentation with the intent that the other party rely on it, reliance actually occurred, and that damages resulted. These cases often involve detailed financial records, communications, and business transactions that must be carefully analyzed.
The attorneys at Kretzer & Arnett represent clients on both sides of fraud disputes, including matters involving: fraudulent inducement, misrepresentation, misrepresentation in business transactions, concealment of material facts, financial and accounting fraud, and claims involving deceptive trade practices. We are prepared to build a strong evidentiary case to prove fraudulent intent and damages or to defend clients against unfounded or exaggerated accusations that could harm their professional reputation and business relationships.
Trade secrets are a valuable form of intellectual property (IP), often central to a company’s competitive advantage. Because the value of these secrets depends on the fact that the information is not public knowledge (confidential), businesses must take active and reasonable steps to protect proprietary information such as formulas, processes, customer lists, pricing strategies, and technical data.
At the same time, most businesses will at some point need employees, contractors, and others who may need access to the trade secret knowledge in order to efficiently perform their work for the company. In these instances, a non-disclosure agreement (NDA) acts as a sort of “frontline defense” against trade secret theft. NDAs allow the business to share sensitive information with employees, contractors, vendors, and business partners. The NDA serves as first line protection against trade secret misappropriation: first, by creating an enforceable contractual obligation, allowing businesses to pursue breach of contract claims if confidential information is disclosed or misused; and second, by creating evidence that can later be used in court to show that the business took “reasonable” measures to protect its trade secrets from improper disclosures.
In trade secret disputes, time is the enemy. Once confidential information is disclosed or used by a competitor, the damage may be impossible to fully undo with money alone. Because money damages are not adequate Courts may grant injunctive relief when the business faces immediate and irreparable harm. If granted in time, a temporary restraining order (TRO) granted as emergency injunctive relief can freeze any activities related to the transfer and dissemination of misappropriated information and mitigate harm.
Most trade secret disputes are handled in civil court under the Texas Uniform Trade Secrets Act (TUTSA) and the Federal Defend Trade Secrets Act (DTSA).
The Deceptive Trade Practices Act, or DTPA, is the primary consumer protection law Texans rely on to hold businesses accountable for false, misleading, or deceptive acts and practices. et. Consumers who successfully prove a DTPA claim may recover economic damages, and in cases involving knowing or intentional al misconduct, the consumer may be awarded additional damages up to three times the value of their damages arising from the deception, along with possible attorney fees.
Considerations for DTPA Actions
Given the potentially substantial costs of losing a DTPA suit, Texas businesses have an obvious incentive to stay “on the right side of the law” by avoiding the unscrupulous practices the law describes. However, simply avoiding wrongdoing will not necessarily deter all DTPA suits, and a business may sometimes have to defend its reputation for honesty and integrity in court. Kretzer & Arnett regularly advises companies facing this type of situation.
One other point needs mentioning with respect to the DTPA. Businesses that maintain multiple divisions or locations that operate with a high degree of autonomy may occasionally find themselves confronted with a DTPA lawsuit that is based on genuinely plausible, if not always provable, allegations of deceptive practices by one of these smaller offices. In these situations, the company will need to consider options for settling with a consumer who has at least a reasonable claim, but company leadership may also want to confer with a business law attorney to discuss more extensive “damage control” strategies. Usually, the priorities here will be to repair any potential damage to their hard-won reputation and to make sure that satellite offices do not repeat the same kind of mistake and expose the company to further risk.
Under the Texas Uniform Fraudulent Transfer Act (TUFTA) codified in Texas Business & Commerce Code § 24.005, a fraudulent transfer occurs when a debtor transfers valuable property or assets to another party in order to prevent having that property seized as payment for the debt. TUFTA applies to both individual and corporate/business debtors, so businesses may be involved in litigation pursuant to TUFTA on either side of the equation, as debtors or as the creditors trying to collect on those debts. Fraudulent transfers claims often arise in connection with business closures, judgments, asset sales, restructuring, and insolvency proceedings.
At the same time, most businesses will at some point need employees, contractors, and others who may need access to the trade secret knowledge in order to efficiently perform their work for the company. In these instances, a non-disclosure agreement (NDA) acts as a sort of “frontline defense” against trade secret theft. NDAs allow the business to share sensitive information with employees, contractors, vendors, and business partners. The NDA serves as first line protection against trade secret misappropriation: first, by creating an enforceable contractual obligation, allowing businesses to pursue breach of contract claims if confidential information is disclosed or misused; and second, by creating evidence that can later be used in court to show that the business took “reasonable” measures to protect its trade secrets from improper disclosures.
Collecting payment or partial compensation from an insolvent debtor can also be a frustrating endeavor, particularly when assets appear to have been transferred to related parties, new entities, or third parties shortly before or after judgment or default. Often, whether the debtor is an individual or another business can make a difference in the size of the debt. In either case, however, the presence of other creditors and their claims can become additional variables that further complicate an already less-than-ideal situation. A conversation with an attorney may help you to weigh your options for collecting on the debt and prepare your company for navigating the process. TUFTA may allow creditors to pursue remedies such as avoidance of the fraudulent transfer, recovery of the transferred assets or their value, injunction preventing further transfers, and claims against transferees in certain circumstances.
Texas business owners, partners, and shareholders may find themselves facing commercial litigation or needing to commence legal action themselves for a variety of reasons. The complex and nuanced demands of business law mean that the experience and professional judgment of a dedicated business attorney can prove a tremendous asset in any of these situations. Our Spring business attorneys are prepared to protect our clients’ interests in both Texas state courts and the federal district courts in which some of the most legally complex business cases are tried. Contact us today to set up a time to discuss your commercial litigation needs.
