11/18/2023 0 Comments American lamprecht transport incALT agreed to maintain for twelve consecutive quarters a sales division in its Houston office to account for all transactions with Senrac’s customers. ” In consideration for Senrac’s assets, ALT agreed to a maximum purchase price of $500,000 to be paid as a combination of an initial payment of $50,000 due at closing and twelve quarterly payments. The purchase agreement included “Performance Guaranties”: “Seller believes that buyer will achieve a minimum gross profit of Nine Hundred Thousand Dollars ($900,000.00) from transactions with Seller’s Customers within twelve (12) quarterly periods following the Closing based upon previous years’ gross profits and agrees to the adjust the Purchase Price accordingly. 2 (2) incomplete transactions, (3) website, (4) business files, (5) operating systems and related information, and (6) the trade name “Senrac Transportation.” Carnes agreed to discontinue the business of Senrac and not to compete with ALT. The purchase agreement provided for the sale of Senrac’s assets: (1) customers and other business contacts, * This TCPA case is decided under the version of the statute in effect before the Septemamendments. Carnes wished to retire, and, in 2015, ALT purchased Senrac. ALT is in the business of freight forwarding, customs house brokerage, trucking, and ancillary services. CNC Ltd, a Texas corporation, was the general partner, and Jeannine Carnes was the president of CNC and the limited partner of Senrac. (“Senrac”) was a limited partnership engaged in the business of freight forwarding, trucking, and ancillary services. Because we conclude that the TCPA does not apply, we affirm the denial of the motion to dismiss.* Background Senrac Transportation Ltd. On appeal, she raises four issues arguing that the trial court erred by denying her motion to dismiss because (1) the motion was timely, (2) the TCPA applies to ALT’s third-party claim against her, (3) the commercial speech exemption does not apply, (4) ALT lacks prima facie evidence of its claim, and (5) she has a defense to ALT’s claim. Quiroga filed a motion to dismiss under the Texas Citizens Participation Act (“TCPA”), which was denied by operation of law. ALT filed a third-party complaint against appellant Delores Quiroga, a former employee of both Senrac and ALT, alleging that she breached her employment agreement by engaging in a conspiracy with Carnes to divert ALT’s customers and business opportunities. (“ALT”) relating to the sale of Senrac Transportation, Ltd. 2019-30408 MEMORANDUM OPINION Jeannine Carnes brought a breach of contract suit against American Lamprecht Transport, Inc. AMERICAN LAMPRECHT TRANSPORT, INC., Appellee On Appeal from the 152nd District Court Harris County, Texas Trial Court Case No. Opinion issued In The Court of Appeals For The First District of Texas - NO.
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