Court of Appeals of Texas, Eighth District, El Paso
FRANCIS DOONAN, Individually and as Minority Member of RIO GRANDE TOOL & STAMPING, and MICHELE DOONAN, Appellants
LARRY C. WOOD, JOY C. HELBING, WOODVEN, L.P., and WOODVEN TEXAS CORPORATION, Appellees.
from the 120th District Court of El Paso County, Texas (TC#
Barajas, C.J., McClure, and Chew, JJ.
WELLINGTON CHEW, JUSTICE
an appeal from a grant of a summary judgment. Appellants sued
Appellees for breach of fiduciary duty, conspiracy, and
alter-ego for damages. Appellees moved for a no-evidence
summary judgment, and it was granted as to all claims. In
four issues, Appellants appeal the trial court's granting
of the summary judgment in favor of Appellees. We affirm.
15, 1995, Conrad Moore and Francis G. Doonan formed Rio
Grande Tool & Stamping, L.L.C. Mr. Moore owned 51 percent
of the interests and Mr. Doonan owned a 40percent interest.
Rio Grande was formed to provide custom tooling and precision
metal stamping for the maquila industry in Juarez, Mexico.
From the onset, Rio Grande was not successful, incurring
operating losses of $630, 172 and a debt of $589, 966 between
May 15, 1995 and July 31, 1997. In the spring of 1997,
Sunwest Bank gave Rio Grande notice that it would not renew
Rio Grande's operating line of credit forcing Rio Grande
to find new financing. Mr.Moore contacted his long time
acquaintance Larry C. Wood.
Larry Wood and his brother Donald Wood had recently formed an
investment company named Woodven, L.P.,
(“Woodven”). Woodven is a Texas limited
partnership, whose general partner is Woodven Texas Corp.
Larry and Donald are the only shareholders of Woodven Texas
Corp., and the only limited partners of Woodven. Larry Wood
was the president, secretary, treasurer, and director of
WoodvenTexas Corp. Joy C. Helbing was the vice president and
director of Woodven Texas Corp.
October 7, 1997, Woodven made a term loan of $500, 000 and
granted a line of credit of $700, 000 to Rio Grande. Mr.
Moore and Mr. Doonan offered Woodven an option to purchase 34
percent membership interest in Rio Grande. As security for
the loans, Woodven was granted a security interest in all of
Rio Grande's assets. Mr. and Mrs. Moore and Mr. and Mrs.
Doonan also personally guaranteed the debt.
November 6, 1997, Woodven exercised its option to acquire a
34 percent interest in Rio Grande. The equity interests in
Rio Grande became: Woodven, L.P. -- 34 percent; Moore --
33.66 percent; and Doonan -- 32.34 percent.
Moore withdrew as an officer of Rio Grande in March 1998. Mr.
Moore's personal guaranty was extinguished. Larry Wood
was then elected Chief Executive Officer and Joy Helbing was
elected Chief Financial Officer of Rio Grande. On September
30, 1998, Mr.Moore's interest in Rio Grande was conveyed
Doonan was Rio Grande's Chief Operating Officer. His
responsibilities included procuring business through the use
of his expertise and skill as a master die and toolmaker
utilizing his own designs and running the day to day
production of the business. In mid April 2001, Mr. Doonan
quit. Almost a year later, Woodven foreclosed its security
interest in the assets of Rio Grande and the assets were sold
in a private sale to Woodven.
then contributed the purchased assets as the capital to form
RGTS, L.L.C., a Texas limited liability company, that was
wholly owned by Woodven. On September 29, 2003, Woodven sold
the assets to an unrelated third party.
Issue One, Appellants argue that the trial court erred in
granting the Appellees' motion for no-evidence summary
judgment when the motion was defective because it contained
only global and conclusory statements. Appellants allege that
the motion lists the essential elements of the raised causes
of action and generally asserts that there is no evidence to
support the elements. They allege that “this
constitutes the impermissible making of a 'general
no-evidence challenge to an opponent's case.'”
Appellees argue that the motion was not defective because it
specified the elements of each claim lacking evidentiary
Rules of Civil Procedure 166a(i) states in part:
After adequate time for discovery, a party without presenting
summary judgment evidence may move for summary judgment on
the ground that there is no evidence of one or more essential
elements of a claim or defense on which an adverse party
would have the burden of proof at trial. ...