Court of Appeals of Texas, Second District, Fort Worth
JEFFREY M. TEMPLETON, DIRECTOR AND SHAREHOLDER APPELLANT
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
THE 48TH DISTRICT COURT OF TARRANT COUNTY TRIAL COURT NO.
WALKER JUSTICE PANEL: WALKER, MEIER, and BIRDWELL, JJ.
DELIVERED: May 24, 2018
MEMORANDUM OPINION 
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
Factual and Procedural Background
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.
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.
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
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 and stipulations from the parties. Hill
testified that Investments had incurred $495, 000 for legal
and accounting fees associated with this lawsuit.
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. 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 ...