Court of Appeals of Texas, Fifth District, Dallas
Appeal from the 401st Judicial District Court Collin County,
Texas, Trial Court Cause No. 401-03706-2017
Justices Myers, Molberg, and Carlyle.
Yee was employed by Anji Technologies, LLC (Anji) as a senior
vice president. After Anji terminated her employment, Yee
sued, claiming she was entitled to (1) fifty percent of
Anji's profits from 2012 through 2015 under an oral
partnership agreement (the partnership agreement) and (2)
fifty percent of Anji's profits from a specific contract
under an oral agreement made when her employment was
terminated (the Alcara agreement). Yee asserted claims for
breach of contract, promissory estoppel, breach of fiduciary
duty, and quantum meruit.
moved for summary judgment on all of Yee's claims on the
ground the partnership agreement did not comply with the
statute of frauds. The trial court granted summary judgment
on all of Yee's claims.
first two issues, Yee argues the trial court erred by
granting summary judgment in favor of Anji because Anji
failed to conclusively establish the statute of frauds
applies to the oral agreements and there was a genuine issue
of material fact regarding the applicability of the partial
performance exception to the statute of frauds. In a third
issue, Yee contends the trial court erred by granting summary
judgment on her quantum meruit claim because the statute of
frauds is not a defense to that claim.
conclude Anji conclusively established the statute of frauds
bars Yee's claims based on the partnership agreement and
that Yee failed to raise a genuine issue of material fact on
the applicability of the partial performance exception to the
statute of frauds. Accordingly, we affirm the trial
court's summary judgment on Yee's claims for breach
of fiduciary duty and breach of contract to the extent that
claim is based on breach of the partnership agreement.
because the statute of frauds does not bar either Yee's
quantum meruit or promissory estoppel claims and Anji did not
conclusively establish the Alcara agreement is subject to the
statute of frauds, we reverse the trial court's summary
judgment on Yee's quantum meruit and promissory claims
and on Yee's breach of contract claim to the extent that
claim is based on breach of the Alcara agreement.
was formed in 2007 by Rajesh Tiwari and his wife, Madhu
Tiwari. Madhu owns sixty percent of Anji and Rajesh owns the
remaining forty percent of the company. Anji is a management
and technology consulting firm and provides information
technology solutions, application development, and total
project management consulting services to its clients.
a senior information technology management professional with
extensive experience in the telecommunications,
logistic-warehousing, and financial industries. According to
Yee, Rajesh approached her in January 2012 about forming a
partnership with Anji to provide technology consulting
services in software development and testing. Pursuant to the
partnership agreement, Yee and Rajesh would split the
responsibilities of the partnership "50/50."
Specifically, Yee would manage the daily operations, provide
onsite client software testing services, and present
Anji's services to potential clients, while Rajesh would
handle all aspects of software development and technical
support. Both Anji and Yee would receive fifty percent of the
partnership agreement was not in writing and, according to
Yee, did not set an end date. In Yee's opinion, the
partnership agreement "could have been performed and
terminated within the first year."
March 2012, Rajesh, Yee, and Yee's husband, Evon
Mattison, had at least two meetings to discuss a potential
partnership between Anji and Epsilon Service Delivery
(Epsilon), a company owned by Mattison. Yee prepared notes
from the meetings which indicated she was responsible for
developing business strategies for the proposed partnership.
Yee emailed the meeting notes to both Rajesh and Mattison.
Rajesh did not request that Yee make any changes to the
and Epsilon did not reach an agreement on the proposed
partnership, and Mattison "disengaged from all
discussion" with Anji. Yee and Mattison then "made
the decision for [Yee] to move forward with the partnership
with Anji." According to Yee, beginning in March 2012,
she "began working 100% on developing" Anji's
October 15, 2012, Yee agreed to "be added to
[Anji's] payroll" as a senior vice president with an
annual salary of $90, 000. It was Yee's understanding
that Rajesh and Madhu were also being paid $90, 000 a year by
Anji. According to Yee, her salary at Anji was significantly
less than what she had been making as an independent
consultant, but she agreed to a "below-market
salary" because Anji represented it would help the
company if she was added to the payroll register. Rajesh
indicated to Yee that the difference between her "client
billed amount" and her salary would be her
"financial equity contribution" to the partnership.
Based on the additional compensation that she believed she
would receive under the partnership agreement, Yee refused
offers to continue working as an independent contractor.
understood that any profits of the partnership would
initially be reinvested in order to grow Anji's business
and to show a strong bank balance to potential new clients.
She, therefore, made an "initial 5-year commitment"
to the business. She described this commitment as a
"unilateral personal guideline" and not part of the
partnership terms. Based on this five-year commitment, Yee
did not request any distribution of the partnership's
profits, but relied on Anji's representation that she
would be paid.
February 23, 2016, Rajesh terminated Yee's employment
with Anji. Yee then requested payment under the partnership
agreement. Anji did not make the requested payment. However,
according to Yee, when Rajesh terminated her employment, he
orally agreed to pay her fifty percent of the profits on the
Alcara project which had just "closed out."
sued Anji, asserting claims for breach of contract,
promissory estoppel, breach of fiduciary duty, and quantum
meruit. Yee alleged that "in reliance on the partnership
agreement," she had performed work for Anji for which
she was not compensated and had used her personal funds to
pay for Anji's office expenses and certain client
non-billable client expenses. Yee sought to recover
approximately $3, 500, 000, consisting of fifty percent of
Anji's profits between 2012 and 2015 and fifty percent of
Anji's profits on the Alcara project, and approximately
$41, 000 in unreimbursed expenses and costs.
filed a motion for summary judgment based on the affirmative
defense of the statute of frauds. Anji specifically argued
there was no written agreement and the partnership agreement
could not have been performed within one year. The trial
court granted summary judgment for Anji on all of Yee's
review a trial court's grant of summary judgment de novo.
Lujan v. Navistar, Inc., 555 S.W.3d 79, 84 (Tex.
2018). To be entitled to a traditional summary judgment, the
movant must show no genuine issue of material fact exists and
the movant is entitled ...