Practice Areas & Industries: Beirne, Maynard & Parsons, L.L.P.

Practice/Industry Group Overview

Our firm offers clients focused litigation services in resolving commercial disputes arising from a wide variety of business and trade relationships. We regularly litigate business torts involving fraud and misrepresentation (including their application to contractual claims), unfair competition, breach of fiduciary duties, theft, interference with existing business relationships, and business asset dispositions. Our lawyers also have significant experience providing litigation and litigation-avoidance counsel to clients with respect to business-to-business disputes involving employment contracts, non-competition agreements, and trade secrets.

A considerable portion of our commercial litigation involves energy and chemical industry clients. We are experienced in the complex contractual and operating disputes that arise between companies that own, process, and distribute energy resources, and can resolve them through litigation or alternative dispute resolution. Matters that we have handled often involve breach of contract terms, including allegations of fraud and misrepresentation, typified by these examples:

• We represented an electric power cooperative serving one million Texas customers before an American Arbitration Association (AAA) panel in Dallas in connection with its claims relating to breach of a long-term power purchase agreement.
• We defended an oil and gas client that intended to purchase offshore gas leases and infrastructure equipment from a natural resources company. When the financial disruption after the 9/11 terrorist attacks made it impossible for our client to secure financing, the seller closed a deal at a substantially lower price with a third party. The seller then sued our client for gross negligence and fraudulent misrepresentations. We countered with the argument that the seller did not make a good-faith effort to get the best buyer available. The matter was resolved through arbitration.
• We defended a leading chemical producer in a pricing dispute involving a seven-year supply contract for commercial grade styrene. The agreement was extended for an additional seven years; but the parties, rather than agreeing to a firm price, settled on pricing tied to two market price indices. In 2003, claiming that the indices were in its favor, our client's customer unilaterally withheld payments due, imposed a discount on all purchases for the remainder of the contract, and sued in Texas court seeking a declaratory judgment in its favor. We filed a counterclaim, and the court ultimately held that our client was properly applying the contract terms and should continue to do so for the life of the agreement.
• We represented a Qatar chemical company that is the joint venture of two of the world's largest chemical producers, in a letter of credit case against the engineering and construction arm of a global energy service giant. The defendant built chemical plant for our client, but sought to restrain the client's collection on a letter of credit drawn on a London bank when the project was not completed on schedule. We secured reversal of a temporary restraining order originally granted by a federal court in Texas, a result affirmed by the Fifth Circuit Court of Appeals, and our client was able to draw on the letter of credit.
• We represented an operator of several offshore oil and gas leases in a dispute that arose when the operator sold its interest to a third party, resulting in claims by one of the remaining working interest owners. That party charged that the operator failed to adequately follow the contractual guidelines for issuance for preferential rights, and also claimed to have sustained substantial damages from the alleged failure of the third party purchasers to meet operating and capital expenditure obligations.

Our commercial litigation of contract disputes also involves a number of industries in addition to energy and chemical. These have dealt with a variety of issues, including breach of contract, tortious interference, and fraud. Typical examples include the following:

• We defended a residential home builder in a Montgomery County, Texas, trial against allegations of breach of contract and Deceptive Trade Practices Act (DTPA) violations, along with a counterclaim for breach of contract, conversion, and fraud.
• We represented a specialty food manufacturing company as a defendant in a lawsuit alleging misappropriation of trade secrets and deceptive trade practices.
• We obtained a jury verdict for a Canadian truck manufacturer in defense of allegations of fraud brought by a truck hauling business.
• We represented a major independent music company, with record and video labels as well as distribution companies in the U.S. and Canada, in a tortious interference claim relating to the recording contract of a well-known rapper.
• We defended a manufacturer of clock and intercom systems when the company that installed those products in several schools sued, claiming breach of contract and product defect when the systems malfunctioned. We alleged bad installation and asserted a sworn account counterclaim. The matter ultimately settled.
• We represented one of the oldest and largest electrical contractors in Houston in a dispute with a global technology company hired for a telecommunications cabling and upgrade project at the NASA Johnson Space Center facility in Clear Lake, Texas. Our client claimed it had not been paid for work performed and sued for fraud and breach of contract. The technology company filed a counterclaim alleging it had terminated our client for defective and incomplete work. Following trial the court found for our client.

Beyond the corporate sphere, commercial contract litigation often centers on disruptions in interpersonal business relationships. We have handled numerous claims involving such controversies, typified by these matters:

• Our client, who founded a successful ship repair business in Houston, supported one of his employees in the launch of a new company. When the new business became profitable, and the employee sought to buy back our client's share of the business, the two were unable to agree on terms. The employee simply claimed that he owned all outstanding shares, and a Houston jury agreed, but the judge did not allow the jury to see documents that showed our client's unsuccessful attempt to purchase the stock. We prevailed at the appellate court level.
• Our client was part owner of the first successful day spa in Houston but never received the shares of the business he was entitled to from the person who set up the company. We brought suit, and the jury reached a breach of fiduciary duty verdict. When the defendant appealed, the Houston Court of Appeals affirmed the jury verdict in part and remanded in part on technical grounds.