Bell Nunnally & Martin LLP RSS Feed Jul 2022 00:00:00 -0800firmwise Nunnally Team Wins Arbitration Award for a Publicly-Traded Independent Energy Company<p>Partners Mark A. Shoffner and Alana A. Ackels with Associate Mason G. Jones successfully defended and confirmed an arbitration award on behalf of a publicly-traded, independent energy company based in Dallas.</p> <p>After a three-day hearing, the arbitrator entered a take-nothing judgment in favor of our client and found against a former employee who alleged claims of pregnancy discrimination and retaliation under Title VII and a separate claim under the Equal Pay Act.</p> The former employee subsequently sought to vacate the final award in court. After extensive briefing, U.S. District Judge Karen Gren Scholer denied the motion and affirmed the company&rsquo;s victory.<br /> <br /> You can view the opinion <a target="_blank" href="/27F299/assets/files/documents/006%202022-03-22%20Memorandum%20Opinion%20and%20Order.pdf">here</a>.<br />News29 Jun 2022 00:00:00 -0800 Ty Johnson Joins Bell Nunnally as Senior Counsel<p>Ty Johnson has joined Bell Nunnally as senior counsel and member of its Corporate and Securities, Real Estate, Commercial Finance and Mergers and Acquisitions practice areas. Prior to joining the firm, Johnson was general counsel at US Assets Inc. in Dallas, where he supported the strategic needs of the holding company and the day-to-day operations of its multiple business units in sectors ranging from retail to real estate to health care. Johnson has a broad range of transactional experience representing clients in corporate, commercial finance and real estate matters. He regularly represents buyers and sellers in mergers and acquisitions and has deep experience representing both banks and borrowers. Johnson earned both his undergraduate and law degrees at Vanderbilt University (J.D., <i>Order of the Coif</i>, 2002; B.S., <i>magna cum laude</i>, 1997).</p>News23 Jun 2022 00:00:00 -0800 Trial Skills Boot Camp<strong>Overview:</strong><br /> <br /> Associate Alex Risinger is a panelist for the Dallas Association of Young Lawyers Trial Skills Boot Camp.&nbsp;<br /> <br /> <strong>Date/Time:</strong><br /> <br /> Saturday, June 25, 2022<br /> 9:00 AM - 12:30 PM<br /> <br /> <strong>Location:</strong><br /> <br /> George Allen Courthouse&nbsp;<br /> 600 Commerce St.<br /> Dallas, TX 75202<br /> <br /> <strong>Event Details:</strong><br /> <br /> The 2022 DAYL Trial Skills Boot Camp will begin with an expert panel demonstration of cross-examinations featuring Judge Martin Hoffman, Associate Judge Tahira Merritt, Frank L. Branson, George &quot;Tex&quot; Quesada, Jennifer Aufricht, and Alex Risinger. <br /> <br /> Following the panel demonstration, attendees will break into small groups and each attendee will have a unique opportunity to cross-examine a prepared witness. Experienced attorneys and Dallas County judges will observe the cross-examination and will provide valuable feedback to each participant.<br /> <br /> Registration, including coffee and a light breakfast, will begin at 8:30am, with the panel discussion starting at 9:00am. The Trial Skills Boot Camp will conclude with a recognition ceremony and a champagne toast immediately following the break-out sessions.<br /> <br /> For more information and to register, please click <a href="">here</a>.&nbsp;<br /> <br /> Three hours of CLE credit is available.&nbsp;<br /> <br type="_moz" />Events22 Jun 2022 00:00:00 -0800 Nunnally's Sydnie Shimkus Chairwoman of SCPA of Texas' "Paws Cause"<p>Bell Nunnally Associate Sydnie A. Shimkus is serving as chairwoman of the SCPA of Texas&rsquo; &ldquo;Paws Cause.&rdquo; The event, taking place from 6-9 p.m. on June 21, at The Rustic in Dallas is a fundraiser supporting the Southern Dallas Spay/Neuter and Wellness Initiative and the Mary Spencer Clinic at Village Fair. The event features food, libations and furry friends. As part of the festivities, the SCPA of Texas will present the &ldquo;Mary Spencer Humanitarian Award,&rdquo; honoring individuals and organizations that have made a significant difference in the lives of animals in North Texas. Bell Nunnally is a &ldquo;Bronze Bowl&rdquo; sponsor of &ldquo;Paws Cause.&rdquo;</p> <p>Annually, 200-300 guests attend &ldquo;Paws Cause.&rdquo; Since 2016, the event has raised nearly $650,000 with 84 cents of every dollar donated going to animal care and programs in North Texas &ndash; helping fund support more than 7,500 spays and neuters &ndash; crucial to helping area animals live longer and stay off the streets.</p> <p>To learn more about &ldquo;Paws Cause&rdquo; and to register, please click <a href="">here</a>.</p>News16 Jun 2022 00:00:00 -0800 Supreme Court Rules Contractual Silence is Golden for a Terminated Commission Salesman<p>The Texas Supreme Court ruled on May 20, 2022 that an employment contract containing no exceptions to an employer&rsquo;s obligation to pay commissions allowed a terminated at will employee to collect more than $1.5M in commissions on sales made following the termination of his employment. This is a wake-up call for any employer paying employees commissions.</p> <p><b>Here Are The Facts. </b>Baylor Miraca Genetics Laboratories, LLC (BMGL) hired Thomas Perthuis (Perthuis) as the VP of Sales and Marketing at an annual base salary, plus a commission of &ldquo;3.5% of your net sales.&rdquo; The employment agreement specified that Perthuis was an at-will employee but did not define net sales or place any parameters on the employer&rsquo;s obligation to pay commissions. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p> <p><b>VP of Sales Fired Shortly After Big Sale, What About Commissions? </b>In January 2017, Perthuis successfully negotiated a lucrative contractual amendment with a customer. Perthuis advised BMGL of his success on a Thursday. BMGL fired Perthuis the following Monday, executed the contractual amendment on Tuesday and refused to pay Perthuis commissions on any sales finalized after his termination. In the ensuing litigation, Perthuis asserted that he was the procuring cause of sales made by BMGL to customers he brought to it and was entitled to commissions on those sales after his termination. The Harris County trial court accepted Perthuis&rsquo; theory of recovery and awarded him the damages found by the jury. The Court of Appeals reversed the judgment of the trial court, holding that since no future sales had occurred at the time he was terminated Perthuis had not earned a commission on them.</p> <p><b>When are Commissions Owed Post-Termination? </b>The Texas Supreme Court reversed the Court of Appeals, holding that Perthuis&rsquo; employment agreement was unambiguous and lacked any language addressing exceptions to the employer&rsquo;s duty to pay commissions to him. Consequently, the court held that the procuring cause doctrine, traditionally used in real estate brokerage transactions, is the default rule for a contract that does not place any conditions on an employer&rsquo;s duty to pay commissions. Under that doctrine a broker is entitled to a commission when a &ldquo;purchaser is produced through the broker&rsquo;s efforts, ready, willing and able to buy the property upon the contracted terms.&rdquo;&nbsp; The Texas Supreme Court held that employers are free to place any conditions they wish on their duty to pay commissions to employees but that the legal consequence of silence is that the default rule applies, allowing a terminated employee to collect commissions on sales made after the termination of employment.</p> <p><b>Employers Beware, Commissions Can be Owed Post Employment. </b>Most employers believe that they have no obligation to pay commissions on sales finalized after the employment relationship ends. Some employers place that condition in a written contract. Others have oral contracts to that effect or rely upon the custom of their business or their industry to not pay commissions on post termination sales. This decision makes it imperative for employers to spell out all terms of commission agreements in writing. Otherwise a commission agreement may turn into the equivalent of a post-employment annuity for the employee.&nbsp;<br /> <br /> If you have any questions or would like to discuss further, please contact our <a href="">Labor, Employment and Benefits team</a>.</p>Newsletters & Client Alerts14 Jun 2022 00:00:00 -0800 Nunnally's Josh Fuller Explores on Texas Lawyer "What to Do When You Lose a Contract When Litigating Contract-Based Claims" in Texas Courts<p>Bell Nunnally Associate Joshua D. Fuller authored the <i>Texas Lawyer</i> article &ldquo;What to Do When You Lose a Contract When Litigating Contract-Based Claims.&rdquo; The piece details how &ldquo;(although) a lost contract may seem like a disaster in the moment, it does not necessarily spell defeat for litigating contract-based claims.&rdquo;</p> <p>Fuller offers useful practice tips rooted in Texas case law, including:</p> <ul type="disc"> <li>Identify a custodian or signatory of the document who can testify about when the document was signed, who signed it and what the contents of the document were.</li> <li>Offer a credible explanation of why the writing cannot be located.</li> <li>If you can demonstrate that a standard or form contract is regularly used by the group or association in question, you may be able to offer them as proof of terms.</li> <li>Don&rsquo;t rely on contract language as an opponent of a lost writing.</li> </ul> <p>Fuller notes, &ldquo;How a party advances or responds to evidentiary arguments in these unfortunate but perhaps not-all-that-unusual circumstances could make all the difference.&rdquo;</p> <p>To read the full article, please click <a href="">here</a>.</p>News08 Jun 2022 00:00:00 -0800 Bar of Texas Annual Meeting<strong>Overview:</strong><br /> <br /> Partners Saba Syed and Brent Turman are presenting &quot;Astroworld Aftermath: Litigation and Its Impact on the Live Events Industry&quot; at the State Bar of Texas Annual Meeting.&nbsp; <br /> <br /> <strong>Date/Time:</strong><br /> <br /> Thursday, June 9, 2022<br /> 3:30-4:30 PM<br /> <br /> <strong>Location:</strong><br /> <br /> Marriott Marquis<br /> 1777 Walker Street<br /> Houston, TX 77010<br /> <strong><br /> Event Details: </strong><br /> <br /> Saba and Brent will examine the fatal crowd crush event at Astroworld in November 2021 and the ensuing multidistrict litigation from the defendants' perspective by evaluating plausible defenses, procedural hurdles and the culpability of each party. They will also provide takeaway lessons on proper crowd control and management for the live events industry in a post-pandemic world. <br /> <br /> For more information and to register, please click <a href="">here</a>. <br /> <br type="_moz" />Events08 Jun 2022 00:00:00 -0800 Nunnally/UNTD Law "Business Law Forum" Takeaways Featured on The Texas Lawbook<p>Takeaways from Bell Nunnally&rsquo;s involvement with and sponsorship of the 2021-2022 University of North Texas Dallas College of Law &ldquo;Business Law Forum&rdquo; are featured in <i>The Texas Lawbook</i> article &ldquo;Bell Nunnally&rsquo;s UNTD Business Law Forum Seeks to Provide Real World View of Business Law, Generate Dialogue with Law School Students.&rdquo;</p> <p>The piece is a Q+A with Partner Saba S. Syed and recent-Partner Peter J. Kosydar (now assistant general counsel at ISN). Formation of the UNTD/Bell Nunnally partnership and program guidance is credited to Partner William A. &ldquo;Trey&rdquo; DeLoach, III.</p> <p>Syed and Kosydar consider a wide range of topics covered in the Business Law Forum, including:</p> <ul> <li><i>The role of mentorship in business law, and building generation-bridging relationships with clients rooted in trust</i></li> <li><i>The interdisciplinary aspects of business law &ndash; from finance to tax to IP and legal &ndash; and how to help newly minted attorneys understand the fuller picture</i></li> <li><i>Business law as a worthy competitor to the world of MBA managers &ndash; and how the law offers greater entrepreneurial opportunities and room for growth</i></li> <li><i>Business law as an empowerment tool, for diverse attorneys and diverse businesses they serve</i></li> <li><i>The importance of firm senior leaders actively sharing wisdom and preaching the gospel of business law, and why some firms fail to do so.</i></li> </ul> <p>Syed, on the role of mentorship in business law commented:</p> <p><i>Trust is a cornerstone for every relationship, and especially for professional relationships. Critical components of trust include a person&rsquo;s reliability, honesty, dependability and, most importantly, that another person is looking out for your best interest.</i></p> <p><i>Trust is foundational for mentoring because you may have individuals who are 20 or 30 years into their careers helping a more junior person. The act of mentoring requires a level of selflessness by the more senior attorney. The senior attorneys are investing in junior attorneys and sharing knowledge and information that the junior attorneys may not be able to readily obtain on their own.</i></p> <p>Kosydar, on the role of senior law firm leaders sharing their wisdom observed:</p> <p><i>It is incredibly important for the senior leaders to share their wisdom because the reality is every different transaction you work on is a new experience that you gain something from, and that sort of perspective does not come from a book. We have partners here that have been practicing for 30 to 40 years, and all of the different experiences that they have had, and the wide range of transactions that they have seen, form an incredible knowledge base for younger attorneys to tap.</i></p> <p>Syed closed the piece by noting:</p> <p>It takes a &ldquo;we&rdquo; versus &ldquo;me&rdquo; environment and approach for [a] free flow of information and questions to happen.</p> <p>To read the full article, please click <a href="">here</a>.</p>News07 Jun 2022 00:00:00 -0800 Nunnally Practices, Attorneys Ranked in 2022 Chambers USA Guide<p>Chambers and Partners has recognized three Bell Nunnally practice areas and three partners in its 2022 <i>Chambers USA </i>guide.</p> <p>Bell Nunnally is ranked in Corporate/M&amp;A, Labor &amp; Employment and Litigation: General Commercial.</p> <p>Partner Alana K. Ackels is ranked in Labor &amp; Employment, Partner Nikki Hurst Gibson in Banking &amp; Finance and Partner Larry L. Shosid in Corporate/M&amp;A.</p> <p>&ldquo;Bell Nunnally&rsquo;s expanded presence in the highly respected <i>Chambers USA</i> guide is proof-positive of the caliber and quality of our attorneys and the client service we provide,&rdquo; said Christopher B. Trowbridge, Bell Nunnally managing partner. &ldquo;Increasingly, in prestigious outlets like <i>Chambers</i>, Bell Nunnally&rsquo;s practices and attorneys are being recognized for excellence that our clients and the Texas business community have experienced for more than 40 years.&rdquo;</p> <p><i>Chambers </i>interviewees noted:</p> <p><b>Corporate M&amp;A</b></p> <ul> <li>&quot;The level of communication, organization and knowledge cannot be beaten.&quot;</li> <li>&quot;The culture of the firm is wired to achieve the absolute best solution for the client as quickly as possible.&quot;</li> </ul> <p><b>Labor &amp; Employment</b></p> <ul> <li>&ldquo;[Their] attorneys do great research and are prepared and pragmatic in their approach.&rdquo;</li> <li>&ldquo;What I like about this firm is the excellent customer service and knowledge.&rdquo;</li> </ul> <p><b>Litigation: General Commercial</b></p> <ul> <li>[The firm&rsquo;s] team always has our best interests in mind. The team is thorough in their research and helpful through the deposition process.</li> </ul> <p><b>Ackels</b>, a partner in Bell Nunnally&rsquo;s Labor, Employment and Benefits group, advises employers on minimizing risk, protecting their businesses and navigating the many state and federal laws governing the employer-employee relationship. She advises companies on regulatory compliance across the country and prepares employment agreements, confidentiality agreements, non-competition agreements, employee handbooks and other policies that mitigate risk for employers. She conducts workplace misconduct investigations as a means to minimize litigation risks, and she represents companies in administrative proceedings and litigation with current and former employees. She was named one of <i>D Magazine</i>&rsquo;s &quot;Best Lawyers in Dallas&quot; (2021 and 2022) and &ldquo;Best Lawyers Under 40 in Dallas&rdquo; (2018-2022), one of Best Lawyers&rsquo; <i>The Best Lawyers in America </i>(2019-2022) and is a member of the <i>Dallas Business Journal</i>&rsquo;s 2019 &ldquo;40 Under 40&rdquo; class. Ackels earned her law and undergraduate degree from Southern Methodist University (J.D., <i>cum laude</i>, 2009; B.A., <i>cum laude</i>, 2006).</p> <p>One of Ackels&rsquo; <i>Chambers</i> interviewees noted, &ldquo;Her biggest strength is her appreciation and understanding of our business needs. She is exceptionally good at working through problems towards solutions that work for the totality of our business needs and conditions.&rdquo;</p> <p><b>Gibson</b>, a partner in Bell Nunnally&rsquo;s Commercial Finance and Real Estate groups, has extensive experience representing financial institutions and borrowers on commercial lending transactions across the country; structuring, drafting and negotiating loan documentation for asset-based financing transactions, including accounts receivable, inventory and equipment secured loan transactions; senior and subordinated debt financings; syndicated loans; securities as collateral; and real estate transactions. She also represents purchasers and sellers in connection with the acquisition and disposition of commercial real estate, including multi-family and low income housing. Named <i>The Best Lawyers in America</i>&rsquo;s 2022 &ldquo;Lawyer of the Year&rdquo; in Commercial Finance Law for Dallas/Fort Worth and selected for inclusion in <i>The Best Lawyers in America </i>since 2017, Gibson has three times been named one of the &ldquo;Best Lawyers in Dallas&rdquo; by <i>D Magazine</i>. She is a graduate of Southern Methodist University&rsquo;s Dedman School of Law (J.D., 1985) and Duke University (A.B., 1980).</p> <p>One of Gibson&rsquo;s <i>Chambers</i> interviewees noted, &ldquo;Nikki is a very strong commercial lending attorney. She is client-focused with an emphasis on efficiency and execution.&rdquo;</p> <p><b>Shosid</b>, a partner in the Mergers and Acquisitions; Corporate and Securities; Real Estate and Commercial Finance practices has over 3 decades of experience with counseling clients on sophisticated business transactions. He has been an advisor on numerous high-value deals, including recently representing global tax services and software provider Ryan, LLC in its acquisition of Marvin F. Poer and Company to form the largest property tax practice in the U.S., and ISN Software, the global leader in contractor and supplier information management, in its transaction with private equity firm Blackstone Group &ndash; a minority investment valuing the company at over $2 billion and helping mint a new North Texas &ldquo;unicorn.&rdquo; Shosid was named <i>The Best Lawyers in America</i>&rsquo;s 2020 &ldquo;Lawyer of the Year&rdquo; in Commercial Finance Law for Dallas/Fort Worth, repeatedly selected for inclusion in <i>The Best Lawyers in America </i>since 2018, and regularly named &nbsp;one of the &ldquo;Best Lawyers in Dallas&rdquo; by <i>D Magazine</i>. He is a graduate of the School of Law and the McCombs School of Business at the University of Texas.</p> <p>Comments from Shosid&rsquo;s <i>Chambers</i> interviewees noted, &ldquo;Larry was very responsive and helped us through all aspects of the deal,&quot; and &quot;Larry is an excellent lawyer who provides practical advice.&quot;</p> <p><i>Chambers USA</i> ranking tables are compiled through assessment of a firm&rsquo;s work and opinions from external market sources, with an emphasis on client feedback. Firms and lawyers need to demonstrate &ldquo;sustained excellence&rdquo; to be ranked.</p> <p>Chambers and Partners&rsquo; professional researchers conduct extensive client interviews to make their selections, assessing practices for: technical legal ability, client service, depth of firm teams, commercial vision and business understanding demonstrated; diligence and attention to detail; and value for money. Individual attorneys are vetted for their knowledge and experience, ability, effectiveness and client service.<br /> <br /> <strong>Related Media Coverage:<br /> </strong></p> <ul> <li><a href="">&quot;Talk of the Town,&quot;</a> <em>Attorney at Law</em>, June 23, 2022<strong><br /> </strong></li> </ul> <strong><br /> Media Contact:</strong><br /> <p>Brittany Lewis<br /> Marketing Manager<br /><br /> 214-880-6661</p>Press Releases01 Jun 2022 00:00:00 -0800 Nunnally Partner Heath Cheek Appointed to Board of Directors for the Texas Tech PAC<p>Bell Nunnally Partner R. Heath Cheek has been appointed to the board of directors for the Texas Tech PAC (Tech PAC). The political action committee was established to pool financial contributions and influence in advancement of all the Texas Tech University System and its four universities &ndash; Texas Tech University, Texas Tech University Health Sciences Center, Angelo State University and Texas Tech University Health Sciences Center El Paso.</p> <p>Cheek is a 2003 graduate of Texas Tech University and has been active with its Alumni Association since then, including serving as: a member of the national board of directors (since 2014), a member of Rawls College of Business Scholarship Fundraiser Steering Committee (since 2013), Founding Chairman of the Texas Tech Quarterly Business Briefing (2008-2013) and, locally, as president of the Texas Tech Alumni Association of Dallas (2011). In advance of the university&rsquo;s centennial celebration in 2023, Cheek was <a href="">recently elected</a> Alumni Chairman for the Texas Tech University Centennial.</p> <p>Tech PAC is the third political action committee that Cheek has held a leadership position with, joining the TREC PAC (board member, 2019-2021) and the Maverick PAC (Dallas Co-Chair, 2010-present).</p> <p>To learn more about Tech PAC, please click <a href="">here</a>.</p>News31 May 2022 00:00:00 -0800