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Templeton v. RKR Investments Inc.

Court of Appeals of Texas, Second District, Fort Worth

May 24, 2018

JEFFREY M. TEMPLETON, DIRECTOR AND SHAREHOLDER APPELLANT
v.
RKR INVESTMENTS INC., A NEVADA CORP.; RKR OPERATIONS, INC., A TEXAS CORP.; RKR TECHNOLOGIES, LTD., A TEXAS LIMITED PARTNERSHIP; AND BOB REECE, AS TRUSTEE OF THE BOBBY NEALE REECE REVOCABLE TRUST APPELLEES

          FROM THE 48TH DISTRICT COURT OF TARRANT COUNTY TRIAL COURT NO. 048-290383-17

          SUE WALKER JUSTICE PANEL: WALKER, MEIER, and BIRDWELL, JJ. DELIVERED: May 24, 2018

          MEMORANDUM OPINION [1]

          SUE WALKER JUSTICE

         I. Introduction

         In this interlocutory appeal, Appellant Jeffrey M. Templeton (Templeton) raises four issues challenging the trial court's order appointing a receiver for Appellee RKR Investments, Inc. (Investments). Because the trial court did not abuse its discretion by appointing a receiver, we will overrule Templeton's first and fourth issues. Because we lack jurisdiction over Templeton's second and third issues, we will dismiss them, and we will affirm the trial court's order.

         II. Factual and Procedural Background

         Jon Hill is Investments' president. Investments manufactures and sells aerospace fasteners; it was restructured to its current organizational status in 1998. Investments is a Nevada corporation and currently has two directors: Templeton and Bob Reece. Templeton, as the independent executor of Charles Ramsey's estate, owns approximately 40% of Investments' shares. Appellee Bob Reese, as trustee of the Bobby Neale Reece Revocable Trust (Reece), owns approximately 41% of Investments' shares.

         Templeton--who is a CPA--filed suit as a director of Investments seeking to access the books and financial records of Investments and its subsidiaries for an audit. The lawsuit prompted settlement discussions and a Rule 11 agreement, which Templeton and Investments read into the record. The Rule 11 agreement provided, in pertinent part, that Investments would conduct a "data pull with administrative access on QuickBooks and put the data on a CD" to be delivered to Templeton in seven days, with the same data pull to take place each month thereafter, and would engage in a good-faith, full-day mediation before pursuing any further litigation that might arise out of the Rule 11 agreement.

         Eventually, Reece filed a petition in intervention seeking the appointment of a receiver pursuant to Nevada law and sought other relief. According to Reece, the parties had previously agreed to sell Investments, and Templeton was thwarting the sales process. According to Templeton, if the sale is consummated before an audit, any wrongdoing that had occurred in the management of Investments' and its subsidiaries' funds would be forever lost in the transaction.

         The trial court conducted hearings on Reece's request for a receiver to be appointed pursuant to Nevada law, as well as on several other pending motions-including Templeton's motion to strike the petition in intervention and a request for the appointment of a custodian. The trial court eventually received testimony from Hill and Templeton[2] and stipulations from the parties. Hill testified that Investments had incurred $495, 000 for legal and accounting fees associated with this lawsuit.

         At one of the hearings on October 31, 2017, Templeton agreed in his opening statement that a third-party neutral was needed to help the companies decide the next steps-sell, audit, or both-but suggested that a custodian rather than a receiver be appointed, and that the third-party should primarily be concerned with an audit and not simply consummating a sale.[3] The parties went off the record to try to resolve their dispute and then placed the following agreement on the record:

THE COURT: I am. Let me see if I understand the basic outline of an agreement between the parties without taking or contracting. The parties have agreed that pursuant to the applicable Nevada law that a receivership -- that facts exist for the appointment of a receivership in this case is first.
[TEMPLETON'S COUNSEL]: Yes.
THE COURT: Then, number two, that the parties have not reached an agreement on the form or substance of the order appointing the receiver.
[TEMPLETON'S COUNSEL]: Correct.
[REECE'S COUNSEL]: That is correct.
THE COURT: Each party will -- having stipulated that the facts exist for the appointment of a receiver, will submit to me a form of an order that they would like to see entered by Thursday, November ...

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