Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Rassouli v. National Signs Holding, LLC

Court of Appeals of Texas, Fourteenth District

December 14, 2017

ALI RASSOULI, Appellant/Cross-Appellee
v.
NATIONAL SIGNS HOLDING, LLC, NATIONAL SIGNS, LLC, AND LOUIS GIRARD, Appellees/Cross-Appellants

         On Appeal from the 133rd District Court Harris County, Texas Trial Court Cause No. 2014-42950

          Panel consists of Justices Christopher, Brown, and Wise.

          MEMORANDUM OPINION

          Tracy Christopher Justice

         In this appeal from a judgment confirming an arbitration award, the issues are whether the trial court erred by failing to modify the award and its own judgment; and whether we, in our own discretion, should grant a motion for sanctions under Rule 45. Finding no error, we affirm the trial court's judgment and deny the motion for sanctions.

         BACKGROUND

         Ali Rassouli founded a successful company, which he later sold to National Signs Holding, LLC. The sale culminated in the execution of two contracts that are pertinent here: first, an Interest Purchase Agreement, which conveyed the old company to the new company; and second, an Employment Agreement, which established the terms of Rassouli's position as an executive with the new company.

         Within months of the conveyance, Rassouli was terminated from his executive position. Rassouli sued the new company, a related entity, and a related individual (collectively, "National"). National countersued, and the parties mutually agreed to submit their claims to binding arbitration.

         The arbitrator issued an award addressing multiple subjects. We highlight only two of those subjects here.

         First, the arbitrator found that National had terminated Rassouli without cause, which meant that Rassouli was entitled to certain compensation. The arbitrator articulated a formula for arriving at this compensation, but she did not determine the dollar amount that was due under that formula. Instead, the arbitrator left the parties to determine the dollar amount for themselves. The arbitrator also provided that if the parties could not stipulate to the dollar amount within thirty days, then she could resolve the dispute on the submission of written evidence.

         Second, the arbitrator found that Rassouli was bound by valid noncompetition obligations under both the Interest Purchase Agreement and the Employment Agreement. Regarding the Interest Purchase Agreement, the arbitrator declared that the non-competition obligation ran for the five-year period between January 1, 2012 and January 1, 2017. Regarding the Employment Agreement, the arbitrator declared that the non-competition obligation ran for the two-year period between August 26, 2012 and August 26, 2014.

         Neither side was satisfied with the award. National filed an application with the trial court to modify the award, arguing that the arbitrator had made an evident miscalculation or an evident mistake concerning Rassouli's non-competition obligation under the Employment Agreement. National asserted that the noncompetition period should run for five years under the plain terms of that agreement, rather than the two years that were cited in the award. National asked the trial court to correct that portion of the award or, in the alternative, to delete that portion of the award, claiming that the duration of the non-competition obligation had not even been submitted to the arbitrator.

         Rassouli filed an application with the trial court that also focused on the noncompetition obligation. Citing a separate provision in the Employment Agreement, Rassouli argued that the non-competition obligation was nullified when National terminated him without cause. Rassouli accordingly asked the trial court to vacate or modify the award, or simply to refer the matter back to the arbitrator so that she could correct the award herself.

         Both sides moved for summary judgment, with each side arguing that the other's application should be dismissed with prejudice because the relief requested was unavailable as a matter of law. The trial court granted both motions on separate dates and in separate orders. The second order did not contain language stating that it finally disposed of all parties and claims, but when combined with the first order, it appeared to have that effect. Indeed, Rassouli filed a notice of appeal, apparently believing that the second order was final and appealable.

         Before the trial court lost its plenary power, National moved the trial court to enter a new judgment that "complie[d] with the controlling statutes." In a footnote, National referred to two statutes under the TAA, but National did not explain what those statutes required or even how the trial court had failed to comply with them. National appeared to suggest that the trial court still needed to confirm the arbitration award, which both statutes mandate under certain circumstances.

         The trial court granted National's motion and signed an order saying that it "will enter a final judgment that . . . complies with the controlling statutes." Despite that order, the trial court did not enter a new judgment or confirm the award. Thus, the parties proceeded with their appeal.

         In his brief before this court, Rassouli argued that the arbitration award was defective because it was not final. This point focused on the compensation issue, which Rassouli had not challenged in his application to the trial court. Rassouli argued that the award contained "a blank" because the dollar amount had not been determined. Rassouli also explained that the parties had attempted to resubmit the compensation issue to the arbitrator, but the arbitrator expressed reluctance to do anything further without a court order authorizing her jurisdiction.

         National responded that the compensation issue was ministerial, and that an appellate court could resolve the issue on its own. In a cross-appellant's brief, National argued that the trial court had erred by failing to modify the portion of the award addressing Rassouli's non-competition obligations. National also argued that the trial court had erred by failing to confirm the award as required by the TAA.

         The case submitted with oral argument before a different panel of this court, and that panel promptly abated the appeal because it was uncertain about its own appellate jurisdiction. The panel requested the trial court to clarify its intent to finally dispose of all parties and claims through its summary-judgment order. The panel instructed the trial court that it could modify this order by expressly making it final and appealable, if modification were necessary. The panel also indicated that the trial court could consider any additional requests for relief presented by the parties, including a motion to confirm the arbitrator's award.

         Back before the trial court, National moved to enter a new judgment confirming the award, and Rassouli moved to refer the case back to the arbitrator. The trial court granted Rassouli's motion. In its referral order, the trial court authorized the arbitrator to make a final determination on the ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.