                                                                                       ACCEPTED
                                                                                  13-15-00452-CV
                                                                  THIRTEENTH COURT OF APPEALS
                                                                         CORPUS CHRISTI, TEXAS
                                                                           10/13/2015 10:43:12 AM
                                                                                 Dorian E. Ramirez
                                                                                            CLERK

                           NO. 13-15-00452- CV

            IN THE THIRTEENTH COURT OF APPEALS      FILED IN
                                            13th COURT OF APPEALS
               CORPUS CHRISTI-EDINBURG,     TEXAS
                                         CORPUS  CHRISTI/EDINBURG, TEXAS
__________________________________________________________________
                                            10/13/2015 10:43:12 AM
                                                     DORIAN E. RAMIREZ
                            SANDEEP PATEL,                Clerk
                               Appellant

                                     v.

          HARBOR HOSPICE OF BEAUMONT, L.P., ET AL,
                             Appellees
__________________________________________________________________

                     172nd Judicial District Court of Jefferson County, Texas
  On Appeal from the 172nd
                      Trial Court Cause No. E-192,576
                 The Honorable Donald J. Floyd, Presiding
__________________________________________________________________

                      BRIEF OF APPELLANT
__________________________________________________________________

                                               PORTNER ♦
                                               PORTNER   ♦BBoND,   PLLC
                                                             OND, PLLC
                                               Chris M. Portner
                                               State Bar No. 24007858
                                               cportner@portnerbond.com
                                               J. Trenton Bond
                                               State Bar No. 00785707
                                               tbond@portnerbond.com
                                               1905 Calder Avenue
                                               Beaumont, Texas 77701
                                               Telephone: (409) 838-4444
                                                           (409) 554-0240
                                               Facsimile: (409)

                                               COUNSEL
                                               COUNSEL FOR AAPPELLANT,
                                                             PPELLANT,
                                               SANDEEP
                                               S        PATEL
                                                 ANDEEP PATEL



                    ORAL ARGUMENT REQUESTED
                  IDENTITY OF PARTIES AND COUNSEL

APPELLANT
Sandeep Patel

APPELLANT’S COUNSEL(S)
APPELLANT'S
Chris M. Portner
State Bar No.: 24007858
cportner@portnerbond.com
J. Trenton Bond
State Bar No.: 00785707
tbond@portnerbond.com
P ORTNER ♦
PORTNER   ♦ BOND,
            BOND, PLLC
                   PLLC
1905 Calder Avenue
Beaumont, Texas 77701
Telephone: (409) 838-4444
            (409) 554-0240
Facsimile: (409)  554-0240

Anthony Malley, III
State Bar No.: 24041382
tony@mallaw.com
MALLEY LLAW
MALLEY    AW FFIRM,
               IRM, PLLC
                     PLLC
905 Orleans, Suite 110
Beaumont, Texas 77701
Telephone: (409) 212-8888
           (409) 212-8002
Facsimile: (409) 212-8002

Jamie Matuska
MATUSKA L
MATUSKA     AW F
          LAW  FIRM
                IRM
State Bar No.: 24051062
jamie@matuskalaw.com
2809 Highway 69 North
Nederland, Texas 77627
Telephone: (409) 722-5600
           (409) 727-1290
Facsimile: (409) 727-1290




                                 ii
APPELLEE(S)
                   Beaumont, L.P.
Harbor Hospice of Beaumont,  L.P.
Harbor Hospice Managers, LLC
Arfeen Properties, L.P.
Qamar Arfeen

APPELLEES COUNSEL(S)
David Gaultney
State Bar No.: 07765300
davidgaultney@mehaffyweber.com
MEHAFFYWEBER, P.C.
MEHAFFYWEBER,     P.C.
823 Congress Avenue, Suite 200
Austin, Texas 78701
Telephone: (512) 394-3840
           (512) 394-3860
Facsimile: (512)

David E. Bernsen
State Bar No.: 02217500
dbernsen@bernsenlaw.com
Christine L. Stetson
State Bar No.: 00785047
cstetson@bernsenlaw.com
BERNSEN L
BERNSEN    AW F
          LAW  FIRM
                 IRM
420 North MLK, Jr., Pkwy
Beaumont, Texas 77701
Telephone: (409) 212-9994
            (409) 212-9411
Facsimile: (409)   212-9411

Glen W. Morgan
State Bar No.: 14438900
gmorgan@rmqlawfirm.com
John Werner
State Bar No.: 00789720
jwerner@rmqlawfirrn.com
jwerner@rmqlawfirm.com
REAUD,
R       MORGAN
  EAUD, M ORGAN & &QQUINN, LLP
                     UINN, LLP
P.O. Box 26005
Beaumont, Texas 77720-6005
Telephone: (409) 838-1000
           (409) 833-8236
Facsimile: (409)
                                    ii
TRIAL COURT
Honorable Donald J. Floyd
Judge Presiding
172nd Civil District Court
Jefferson County Courthouse
1001 Pearl Street
Beaumont, Texas 77701
Telephone: (409) 835-8485




                              iii
                                         TABLE OF CONTENTS

IDENTITY OF PARTIES AND COUNSEL ..............................................................ii

TABLE OF CONTENTS...........................................................................................iv
         CONTENTS                                                                                           iv

INDEX OF AUTHORITIES.....................................................................................vii
         AUTHORITIES                                                                                     vii

                 CASE
STATEMENT OF THE CASE................................................................................... x

       PRESENTED...............................................................................................xi
ISSUES PRESENTED                                                                                               xi

STATEMENT OF FACTS ......................................................................................... 1

SUMMARY OF ARGUMENT ................................................................................ 12

ARGUMENT ............................................................................................................ 15

          I. The
              TheTrial
                   TrialCourt
                         CourtErred
                                ErredininGranting
                                           GrantingAppellees'
                                                      Appellees’Amended    Amended
              Motion for Summary Judgment ................................................................
                                                                                           ……...15  ..15

                          ISSUE ONE:
                      A. ISSUE   ONE: Appellees
                                        Appellees Did
                                                  Did Not
                                                      Not Establish a Statute
                         of Limitations Defense as a Matter of Law ............................... 16

                            1. Summary
                            1.               Judgment Evidence
                               Summary Judgment                Evidence Establishes
                                                                                Establishes Patel    Patel
                                       Partner in Harbor
                               Was a Partner             Harbor Hospice
                                                                      Hospice After June 15,
                               2008 .........................................................................................
                                                                                                              ……...18  ..18

                            2. Appellees Failed to Establish As a Matter of Law
                               That Patel
                               That Patel Was
                                          Was No Longer
                                                    Longer a Partner
                                                              Partner inin Harbor
                                                                             Harbor
                               Hospice On or Before June 15, 2008
                                                              2008................................
                                                                                         ……...20  ..20

                                     a. The
                                     a. The Parker
                                              Parker Letter
                                                       Letter does
                                                               does not
                                                                      not terminate
                                                                            terminate
                                        Patel’s limited
                                        Patel's limited partnership interest
                                                                    interest..............................
                                                                                           ……...20   20

                                     b. Amendment 4 to the partnership agreement
                                        was executed on November 10, 2011...........................
                                                                     2011            ……...22  ..22

                                     c.
                                     c. Undated Amendment 4 No. 4 ................................... 22


                                                           iv
                                                           iv
               Appellees failed
            d. Appellees  failed to
                                 to establish
                                    establish as
                                              as a Matter of
               Law that Patel knew or should have known
               of any injury on or before June 15, 2008
                                                   2008.....................
                                                              …..….23    23

            e.
            e. Patel  never testified
               Patel never        testified that   that his  his limited
                                                                      limited
               partnership interest
               partnership       interest was     was terminated,
                                                               terminated,
               redeemed or
               redeemed             transferred to
                             or transferred              to Defendant
                                                                Defendant
               Arfeen
               Arfeen................................................................ .24
                                                                                  ……...24

        3. Appellees
        3. Appellees Failed
                          Failed to   to Establish
                                          Establish as      as aa Matter
                                                                    Matter of
           Law    that Patel's
           Law that         Patel’s Cause  Cause of      of Action
                                                                Action for     for
           Conversion
           Conversionand       and Under
                                       Under the     the Texas
                                                             Texas Theft   Theft
           Liability
           Liability Act
                       Act Accrued
                               Accrued on     on or Before
                                                         Before June 15,
           2010 ...................................................................................
                                                                                     ……...24  ..24

           Appellees Failed
        4. Appellees  Failed to
                              to Conclusively
                                  Conclusively Establish
                                                Establish
                      Discovery Rule that Patel Knew or
           Under the Discovery
           Reasonably
           Reasonably Should
                        Should Have
                                 Have Known    That His
                                      Known That      His
           Interest Was Terminated by June 15, 2008........................
                                               2008         …...…26
                                                             ........26

        5. Appellees Failed
        5. Appellees  Failed to    to Conclusively
                                         Conclusively Negate       Negate
           Patel’s Affirmative Defense
           Patel's Affirmative       Defense of       of Fraudulent
                                                             Fraudulent
           Concealment ................................................................
                                                                               ……...31  ..31

   ISSUE TWO:
B. ISSUE  TWO: The Trial
                      Trial Court
                            Court Erred
                                   Erred in  in Concluding
                                                  Concluding
   that No Genuine
   that    Genuine Issue
                     Issue of Material
                               Material Fact Exists  Exists on   on
   Any of Patel’s          Claims...................................................
          Patel's Asserted Claims                                     ……...32  ..32

    1. The
    1.      trial court
       The trial   court erred
                          erred iningranting
                                      granting summary
                                                  summary
       judgment regarding
       judgment   regarding Patel’s  breach of
                             Patel's breach   of fiduciary
                                                  fiduciary
       duty claims
       duty  claims because
                      because the
                               the summary
                                     summary judgment
                                                 judgment
       evidence raises questions of material fact ...............…..….33
                                                                      33

    2. The    trial court
       The trial     court erred
                            erred iningranting
                                         granting summary
                                                       summary
       judgment regarding
       judgment     regarding Patel’s    breach of
                               Patel's breach      of contract
                                                         contract
       claim   because the
       claim because    the summary
                             summary judgment
                                         judgment evidence
                                                        evidence
       raises questions of material fact................................
                                      fact                             ……...36
                                                                          ..36




                                  v
                           3. The
                           3.       trial court
                              The trial    court erred
                                                  erred iningranting
                                                                 granting summarysummary
                              judgment regarding
                              judgment    regarding Patel's
                                                      Patel’s conversion
                                                                   conversion claim    claim
                              because the summary
                              because       summary judgment
                                                       judgment evidence
                                                                       evidence raises raises
                              questions of material fact................................
                                                    fact                               ........................
                                                                                                 ……...37  ..37

                           4. The     trial court
                              The trial         court errederred iningranting granting summarysummary
                              judgment regarding
                                             regarding Patel’sPatel's claim for Texas Theft
                              Liability
                              Liability Act          violations because
                                             Act violations             because the    the summary
                                                                                              summary
                              judgment evidence
                              judgment        evidence raises raises questions
                                                                         questions of material  material
                              fact ..........................................................................................
                                                                                                               ……...38   38

                           5.
                           5. The  trial court
                              The trial   court erred
                                                 erred iningranting
                                                             granting summary
                                                                        summary
                              judgment regarding
                              judgment    regardingPatel’s
                                                      Patel's claim    for fraud
                                                               claim for       fraud
                              because Appellees
                              because   Appellees did      not seek
                                                     did not     seek summary
                                                                        summary
                              judgment regarding Patel’s        claim................................
                                                  Patel's fraud claim                   ……...40   40

                       C.
                       C. ISSUE THREE: The Trial Court Erred in Concluding
                          Appellees Conclusively
                          Appellees  Conclusively Established
                                                     Established that     that Patel
                                                                                  Patel Did Did
                          Not Suffer Damages ................................................................
                                                                                                   ……...40   40

                       D. ISSUE
                          ISSUE FOUR:
                                 FOUR: The    The Trial
                                                      Trial Court
                                                                Court ErredErred in   in Granting
                                                                                           Granting
                          Summary
                          Summary Judgment
                                     Judgment Because  Because Appellee’s
                                                                       Appellee's Failed  Failed to
                          Authenticate Any
                          Authenticate      Any of Their   Their Summary
                                                                       Summary Judgment   Judgment
                          Evidence................................................................
                          Evidence                                                               .......................
                                                                                                          ……...43   43

E. CONCLUSION and PRAYER for RELIEF ....................................................... 44

CERTIFICATE OF SERVICE ................................................................................. 46

CERTIFICATE OF COMPLIANCE, TEX. R. APP. PROC. 9.4(1)(3) ................... 47

APPENDIX

        June 18, 2015 Order on Defendants’
                                       Defendants' Amended Motion for Summary
        Judgment..................................................................................................
        Judgment                                                                                                   1AB
                                                                                                                   TAB A




                                                           vi
                                                           vi
                                  INDEX OF AUTHORITIES

CASES

Alaniz v. Hoyt,
                 330, 344
      105 S.W.3d 330, 344 (Tex.
                          (Tex. App.
                                App.—– Corpus
                                       Corpus Christi
                                              Christi 2003,
                                                      2003, not pet.)...............15
                                                                pet.)               15

Aquaplex, Inc. v. Rancho La Valencia, Inc.,
                                                                                                  42
     297 S.W.3d 768, 775-776 (Tex. 2009)..........................................................42
                                     2009)

Blanche v. First Nationwide Mortg. Corp.
     74 S.W.3d 444, 451 (Tex. App. Dallas 2002) ..............................................44
                                                                                              44

Bliss v. NRG Industries,
           S.W.3d 434
       162 S.W.3d 434 (Tex.
                       (Tex. App.
                             App.—– Dallas
                                    Dallas 2005,
                                           2005, pet.
                                                 pet. denied) ..............................15
                                                                                            15

BP America Prod. Co. v. Marshall,
     342 S.W.3d 59, 67-69 (Tex. 2011) ................................................................31
                                                                                                      31

Dernick Resources, Inc. v. Wilstein,
                                              st
     312 S.W.3d 864, 878 (Tex. App.—Houston [1
                                            [1St Dist.] 2009, no pet.)..........31
                                                                 pet.)          31

Doe v. Boys Club of Greater Dallas, Inc.,
      907 S.W.2d 472, 476-77 (Tex. 1995)............................................................16
                                     1995)                                                          16

Friendswood Dev. Co. v. McDade & Co.,
      926 S.W.2d 280, 282 (Tex. 1996) .................................................................15
                                                                                                       15

Gaddis v. Smith,
     417 S.W.2d 577, 578 (Tex. 1977) .................................................................26
                                                                                                      26

G&H Towing Co. v. Magee,
    347 S.W.3d 293, 297 (Tex. 2011) .................................................................40
                                                                                                     40

Graham Morg.
       Morg. Corp.
             Corp. v.
                   v. Hall,
                      Hag
     307 S.W.3d 472, 479 (Tex. App. - Dallas 2010, no pet)...............................33
                                                      pet)                               33

Groves v. Hanks,
     546 S.W.2d 638, 647 (Tex. Civ. App. Corpus Christi 1976)........................42
                                                        1976)                        42


                                                  vii
                                                  vii
Haas v. George,
     71 S.W.3d 904, 913 (Tex. App.—Texarkana 2002, no pet.) ........................32
                                                                                    32

Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding,
     289 S.W.3d 844, 848 (Tex. 2009) .................................................................15
                                                                                                      15

Messner v. Boon,
     2015 Tex. App. LEXIS 747, *30 (Tex. App. Texarkana Jan. 28, 2015) ......17
                                                                             17

Moreno v. Sterling Drug, Inc.,
     787 S.W.2d 348, 351 (Tex. 1990) .................................................................26
                                                                                                      26

Nautilus Training Center No. 2, Inc. v. Seafirst Leasing Corp.,
      647 S.W.2d 344,
                  344, 346-47
                       346-47 (Tex.
                               (Tex. App.
                                      App.—– Corpus
                                              Corpus Christi
                                                      Christi 1982,
                                                              1982, no writ)..........16
                                                                       writ)          16

Qaddura v. Indo-European Foods, Inc.
                                Inc,,
     141 S.W.3d 882, 888-890 (Tex. App. Dallas 2004)......................................41
                                               2004)                                      41

Punts v. Wilson,
      137 S.W.3d 889, 891 (Tex. App. Texarkana 2004) ......................................42
                                                                                           42

Rhone-Poulenc, Inc. v. Steel,
     997 S.W.2d 217, 223 (1999)..........................................................................16
                            (1999)                                                                       16

Santanna Natural Gas v. Hamon Operations,
      954 S.W.2d 885, 890-891 (Tex. App.—Austin 1997, pet. denied).........17,
                                                           denied)         17, 31

Schneider Nat’l Carriers, Inc. v. Bates,
          Nat'l Carriers,
      147 S.W.3d 264, 279 (Tex. 2004) .................................................................21
                                                                                                       21

Shell Oil Co. v. Ross,
      356 S.W.3d 924, 927 (Tex. 2011) .................................................................31
                                                                                                       31

S.V. v. R.V.,
                                                                                                      26, 27
       933 S.W.2d 1, 4 (Tex. 1996) ...................................................................26,

Willis v. Maverick,
       760 S.W.2d 642, 646 (Tex. 1988) .................................................................26
                                                                                                        26



                                                    viii
                                                    viii
RULES

Tex. R. Civ. P. 166a .................................................................................................15
                                                                                                                      15

Tex. R. Civ. P. 166a(c) ............................................................................................15
                                                                                                                    15




                                                          ix
                                                          ix
                         STATEMENT OF THE CASE

      This is an
      This    an appeal
                  appeal by
                         by Plaintiff
                            Plaintiff Sandeep
                                      Sandeep Patel ("Patel")
                                                    ("Patel") from   motion for
                                                              from a motion

summary judgment granted in favor of Appellees, disposing of all of Patel's claims

against Appellees
against Appellees in
                  in a lawsuit for fraud,
                                   fraud, breach
                                          breach of contract,
                                                    contract, breach
                                                              breach of
                                                                     of fiduciary
                                                                         fiduciary

duty, conversion,
duty, conversion, for
                   for violations
                       violationsofof the Texas Theft
                                      the Texas Theft Liability
                                                      Liability Act, and for
                                                                Act, and for

declaratory relief.




                                        xx
                             ISSUES PRESENTED

1.
1.   Issue One: The
                 Thetrial
                      trialcourt
                            courterred
                                  erredin
                                        ingranting
                                           granting summary
                                                     summary judgment
                                                               judgment based upon
     Appellees’ affirmative
     Appellees' affirmative defense
                             defense of statute of limitations because the summary
     judgment evidence raises questions of material fact.

2.   Issue Two:
            Two: TheThetrial
                         trialcourt
                               courterred
                                      errediningranting
                                                grantingsummary
                                                         summary judgment
                                                                  judgment upon all
     Appellees’ alleged
     Appellees'  alleged causes
                          causes of
                                  of action
                                     action because the summary judgment evidence
     raises questions of material fact regarding the merits of each alleged claim.

     a.
     a.    The trial court erred in granting
                                    granting summary
                                              summary judgment
                                                       judgment regarding Patel's
           breach of fiduciary
           breach      fiduciary duty
                                   duty claim
                                         claim because
                                                because the
                                                         the summary
                                                              summary judgment
                                                                       judgment
           evidence raises questions of material fact.

     b.    The trial court erred in granting
                                    granting summary
                                              summary judgment
                                                       judgment regarding Patel's
           breach of contract
           breach     contract claim
                                claim because
                                       because the
                                                the summary
                                                     summary judgment
                                                              judgment evidence
                                                                        evidence
           raises questions of material fact.

     c.
     c.    The trial court erred in granting
                                    granting summary
                                             summary judgment
                                                     judgment regarding Patel's
           conversion
           conversion claim    because the summary
                        claim because        summary judgment
                                                      judgment evidence
                                                               evidence raises
                                                                         raises
           questions of material fact.

     d.    The trial court erred in granting
                                    granting summary
                                             summary judgment
                                                        judgment regarding Patel's
           violations of the Texas Theft Liability Act claim because the summary
           judgment evidence raises questions of material fact.

     e.
     e.    The trial court erred in granting
                                     granting summary
                                              summary judgment
                                                       judgment regarding Patel's
           claim      fraud because
           claim for fraud   because Appellees
                                       Appellees did not
                                                     not seek
                                                          seek summary
                                                                summary judgment
                                                                         judgment
           regarding Patel’s
                      Patel's fraud claim.

6.   Issue Three:
            Three: The
                     Thetrial
                          trialcourt
                                 courterred
                                        errediningranting
                                                   grantingsummary
                                                            summary judgment
                                                                       judgment and
                                                                                 and
     finding
     finding that
             that Patel did not
                             not suffer
                                  suffer damages
                                          damages because
                                                     because the
                                                              the summary
                                                                   summary judgment
                                                                            judgment
     evidence raises questions of material fact.

7.   Issue Four: TheThetrial
                         trialcourt
                               courterred
                                     errediningranting
                                               grantingsummary
                                                        summary judgment
                                                                 judgment because
                                                                          because
     Appellees' failed to authenticate any of their summary judgment evidence.




                                        xi
                                        xi
                            STATEMENT OF FACTS

      Patel and Qamar Arfeen ("Arfeen") were limited partners in Harbor Hospice

of Beaumont, LP
of Beaumont, LP ("Harbor
                ("HarborHospice").
                         Hospice"). (C.R.
                                    (C.R. 42-88). The general
                                          42-88). The general partner
                                                              partner of

Harbor Hospice
Harbor Hospice is
               is Harbor
                  Harbor Hospice
                         Hospice Managers,
                                 Managers,LLC.            87, 126-129,
                                           LLC. (C.R. 84, 87, 126-129, 135-

140, 171-203).

      Patel received a 3% Class A Limited Partnership Interest in Harbor Hospice

of Beaumont,
   Beaumont, LP
             LP in
                in 2005.           83). Several
                   2005. (C.R. 79, 83)   Severalamendments
                                                 amendments were
                                                            were allegedly
                                                                 allegedly then

made to the
made     the Harbor
              Harbor Hospice
                      Hospice Limited
                               Limited Partnership
                                        Partnership Agreement
                                                    Agreement (the
                                                               (the "Partnership
                                                                     “Partnership

Agreement”). (C.R.
Agreement"). (C.R. 126
                   126 - 129, 135-
                              135- 140,
                                   140, 171
                                        171 - 203).
                                              203). Patel's
                                                     Patel's Class
                                                             Class A
                                                                   A Limited
                                                                     Limited

Partnership
Partnership Interest
            Interest in Harbor Hospice
                               Hospice was increased
                                           increased to 6% in Amendment No. 2

to Agreement of Limited Partnership
                        Partnership of
                                    of Harbor
                                       Harbor Hospice.
                                              Hospice. (C.R. 176-180).

                         Appellees' decided
      At some point, the Appellees' decided to implement aa plan
                                            to implement             Arfeen to
                                                            plan for Arfeen

improperly take
improperly       possession of
            take possession    Patel's limited
                            of Patel's  limited partnership
                                                partnership interest
                                                            interest in Harbor
                                                                        Harbor

Hospice. Appellees'
Hospice. Appellees' had
                    had several
                        several options
                                options about
                                        about how
                                              how to try to take
                                                             take possession
                                                                  possession of

Patel's
Patel's limited
        limited partnership
                partnership interest.  First of
                             interest. First of all,
                                                all, Harbor
                                                     Harbor Hospice
                                                            Hospice could
                                                                    could attempt to

terminate Patel’s
terminate         limited partnership
          Patel's limited partnership interest
                                      interest for alleged
                                                   alleged wrongful
                                                           wrongful conduct
                                                                    conduct and

forfeit
forfeit the limited partnership
        the limited partnership interest
                                 interestback
                                          backto
                                               to the
                                                   the partnership. If this
                                                       partnership. If  this occurred,
                                                                             occurred,

Patel's limited
        limited partnership
                partnership interest
                            interest would
                                     would be
                                           be returned
                                              returned to
                                                       to the
                                                          the partnership
                                                              partnership and
                                                                          and all
                                                                              all of

    partners would
the partners would benefit
                   benefit on
                           on a pro-rata
                                pro-rata basis.  Secondly, Harbor
                                         basis. Secondly,  Harbor Hospice
                                                                  Hospice could
                                                                          could

attempt to
attempt    redeem Patel’s
        to redeem Patel's interest.
                          interest. IfIfthis
                                         thisoccurred,
                                              occurred, Patel's
                                                         Patel's interest
                                                                  interest would
                                                                           would be


                                         1
                                         1
returned to the partnership and all of the partners would benefit on a pro-rata basis.

Finally, Arfeen
Finally, Arfeen could
                could seek
                      seek to acquire Patel's
                           to acquire Patel’s interest
                                               interest directly
                                                        directly from
                                                                 from Patel
                                                                      Patel and
                                                                            and

transfer the
transfer     shares to
         the shares    Arfeen. However,
                    to Arfeen.  However, ififArfeen
                                              Arfeen acquired
                                                      acquired Patel's
                                                               Patel’s limited
                                                                        limited

partnership interest
partnership  interestdirectly,
                      directly,he
                                hewould
                                  wouldhave
                                        havetoto pay
                                                 pay Patel
                                                     Patel the
                                                           the fair value for the
                                                               fair value

shares.

      Apparently, none
      Apparently, none of
                       of these
                          these options
                                options were
                                        were appealing
                                             appealing to
                                                        to Arfeen. Therefore,
                                                           Arfeen. Therefore,

instead of complying the terms of the Partnership Agreement, Appellees decided to

wrongfully transfer
wrongfully transfer Patel’s
                    Patel's limited
                            limited partnership
                                    partnership interest
                                                 interest to
                                                           to Arfeen,
                                                              Arfeen, to     Patel
                                                                      to pay Patel

nothing, to not inform Patel that the transfer occurred, and to ultimately create false

documents in an effort to conceal this improper transaction.

Arfeen Wrongfully Took Possession of Patel’s
                                     Patel's Limited Partnership Interest

         Appellees’ Amended
      In Appellees' Amended Motion
                            Motion for
                                   for Summary
                                       Summary Judgment,
                                               Judgment, Appellees'
                                                         Appellees' assert
                                                                    assert

     Patel’s Limited
that Patel's Limited Partnership
                     Partnership Interest was terminated
                                              terminated or redeemed
                                                            redeemed by Harbor
                                                                        Harbor

Hospice. However,
Hospice.  However, in
                    in reality,
                        reality, Patel's
                                  Patel’s Limited
                                           Limited Partnership
                                                    Partnership Interest
                                                                Interest was
                                                                         was not
                                                                             not

redeemed, terminated
redeemed, terminated or
                     or otherwise
                        otherwise returned
                                   returnedto
                                            to Harbor
                                               HarborHospice
                                                      Hospiceininany
                                                                  anymanner.
                                                                     manner. It

was improperly
    improperly transferred
               transferred directly
                           directly to
                                     to Arfeen. This improper
                                        Arfeen. This  improper transfer
                                                               transfer was made
                                                                            made

without consideration
without considerationand
                      and without
                          withoutever
                                  ever informing
                                        informingPatel.  Appellees failed
                                                  Patel. Appellees failed to

produce summary judgment evidence demonstrating
                                  demonstrating that
                                                that Patel was ever informed

         limited partnership
that his limited partnership interest in Harbor Hospice was transferred directly to

Arfeen.


                                          22
      The Harbor
      The Harbor Hospice
                 Hospice General
                         General Ledger
                                 Ledger for  the year
                                        for the   year 2009
                                                        2009conclusively
                                                             conclusively

establishes
establishes that Patel’s limited
            that Patel's  limited partnership
                                  partnership interest
                                              interest was transferred
                                                            transferred directly
                                                                        directly to

         (C.R. 204
Arfeen. (C.R.  204 -- 206). The
                            The2009
                                2009 General
                                     General Ledger
                                             Ledger states:

      01/01/09     “Transfer of
                   "Transfer        2008 partnership
                                of 2008     partnership interest
                                                         interest from
                                                                     from
                   Chaudhury &
                   Chaudhury       Patel to
                                & Patel  to Arfeed'.
                                             Arfeen”. (C.R.
                                                       (C.R. 204
                                                              204 -- 205)
                                                                      205)
                   (“emphasis added”).
                   ("emphasis added').

      Clearly,
      Clearly, if Patel's
                  Patel’s limited
                           limited partnership
                                    partnership interest
                                                interest was
                                                         was transferred
                                                              transferred directly
                                                                          directly to

Arfeen, then Patel's
Arfeen,      Patel’s limited
                      limited partnership
                              partnership interest could not have
                                                             have been
                                                                  been terminated,
                                                                        terminated,

forfeited, or redeemed.

      The transfer of Patel's
                      Patel’s limited
                               limited partnership
                                       partnership interest is explained in an e-mail

dated April 6, 2009 from Harbor Hospice’s
                                Hospice's accountant, Monica Surratt:

         Paul  pointed out
         Paul pointed   out that
                             that Sandeep
                                  Sandeep Patel
                                            Patel && Trip
                                                      Trip Chaudhury
                                                            Chaudhury were
                                                                       were
         included in the Due from
                              from Partners
                                    Partners account.
                                             account. Since both of them are
         out as of 1/1/08, what should I do with these balances?

         Since       partnership did
         Since the partnership     did not            interest back
                                       not buy their interest  back (it was
         transferred to Qamar instead of re-allocated among the other
         transferred
                      then any
         partners), then    anypurchase/payment
                                 purchase/payment should
                                                    should have
                                                            have happened
                                                                   happened
         outside of the
                    the partnership.
                        partnership. (C.R. 207)(“emphasis
                                           207)("emphasis added”).
                                                           added').

      After the direct
      After     direct transfer
                       transfer of Patel's
                                   Patel’s limited
                                            limited partnership
                                                     partnership interest
                                                                 interest to
                                                                          to Arfeen,
                                                                             Arfeen,

Harbor Hospice
Harbor Hospice filed
                filed Form
                      Form 8308,
                           8308, Report
                                 Report of
                                        of aa Sale
                                              Sale or
                                                   or Exchange
                                                       Exchange of
                                                                of Certain
                                                                    Certain

Partnership
Partnership Interests
             Interests(“Form
                       ("Form8308”)
                              8308")with
                                    with the
                                          the Internal
                                              Internal Revenue
                                                       RevenueService.  (C.R.
                                                               Service. (C.R.

208). Form
208).  Form 8308
             8308 was
                  was filed
                       filed with
                             with the
                                   the Internal
                                        Internal Revenue
                                                 Revenue Service
                                                         Service on April 7, 2009.
                                                                             2009.

(C.R. 209). In
             InForm
               Form 8308,
                    8308, Harbor
                          Harbor Hospice
                                 Hospice informed
                                         informed the Internal
                                                      Internal Revenue Service,



                                         3
                                         3
under penalty of perjury, that Patel’s
                               Patel's limited partnership interest in Harbor Hospice

was transferred directly
                directly to
                          to Arfeen.       208).
                             Arfeen. (C.R. 208)

      These documents
      These documents clearly
                      clearly establish
                              establish that Patel’s limited
                                        that Patel's  limited partnership
                                                              partnership interest
                                                                           interest

    transferred directly
was transferred directly from
                         from Patel
                              Patel to
                                    to Arfeen. Unfortunately, the Appellees
                                       Arfeen. Unfortunately,     Appellees never

informed Patel
informed Patel that
               that his
                    his interest
                        interest was
                                 was transferred
                                     transferredtoto Arfeen. This is
                                                     Arfeen. This is not
                                                                     not disputed.
                                                                         disputed.

Ultimately, Arfeen
Ultimately, Arfeen transferred
                   transferred Patel's
                               Patel's limited partnership interest
                                       limited partnership interest in Harbor
                                                                       Harbor

Hospice to Arfeen
           Arfeen Properties,
                  Properties, LP.
                              LP. (C.R. 193-198). There
                                                  There is
                                                         is no
                                                            no summary
                                                               summary judgment

evidence
evidence suggesting
         suggesting that
                     that Patel
                          Patel was       informed that
                                was ever informed  that his
                                                        his limited
                                                             limited partnership
                                                                      partnership

interest was transferred to Arfeen and then to Arfeen Properties, LP.

Patel's Limited Partnership Interest in Harbor Hospice Was Never Terminated

      Section 10.2 of the Harbor Hospice Partnership Agreement provides:

      All
      All ofof the
                thegeneral
                     generalpartners
                                 partners maymayunanimously
                                                      unanimously terminate
                                                                        terminate the   the
      interest of a limited partner and expel him(a) for interfering in the
      management of
      management          the partnership
                       of the   partnership affairs
                                               affairs or otherwise
                                                             otherwise engaging
                                                                            engaging in
      conduct which could result in the partnership losing   losing its tax status as a
      partnership, (b)
      partnership,    (b)ifif the   conduct of
                               the conduct      of aa limited
                                                        limited partner
                                                                   partner brings
                                                                              brings the the
      partnership into disrepute, or (c) for failing to meet any commitment
          the partnership
      to the   partnership or manager
                                   manager in   in accordance
                                                    accordance with any     any written
                                                                                  written
      undertaking signed
      undertaking      signed by by such     limited partner,
                                     such limited        partner, butbut thethe general
                                                                                  general
      partners shall
      partners    shall not
                         not be required
                                   required to so   so terminate.
                                                        terminate. In   In each
                                                                            each of of the
                                                                                        the
      foregoing
      foregoing events,
                   events, the
                             the expulsion
                                  expulsion andand termination
                                                      termination may,may, in    the sole
                                                                              in the   sole
      discretion of
      discretion   of the  general partners
                      the general     partners in     order to
                                                 in order    to compensate
                                                                 compensate for   for any
                                                                                        any
      damages caused
      damages     causedto  to the   partnership, result
                                the partnership,       resultinin aa forfeiture
                                                                      forfeiture to      the
                                                                                    to the
      partnership of
      partnership   of all or a portion
                                 portion of the
                                              the value
                                                   value of
                                                          of the
                                                              the partnership
                                                                   partnership interest
                                                                                   interest
      of the expelled
              expelled partner at the timetime ofof such
                                                     such expulsion
                                                           expulsion or  or termination.
                                                                             termination.
      (C.R. 62)(“emphasis
             62)("emphasis added”).
                               added").




                                               4
                                               4
          There is no
          There    no summary
                       summary judgment
                                judgment evidence
                                         evidence to establish
                                                     establish that the
                                                                    the general
                                                                        general

partners of Harbor Hospice unanimously
                           unanimously terminated
                                       terminated Patel’s
                                                  Patel's interest as required by

Section 10.2 of the Harbor
                    Harbor Hospice
                           Hospice Partnership
                                   Partnership Agreement.
                                               Agreement. The general partner of

Harbor Hospice
Harbor Hospice is
               is Harbor
                  Harbor Hospice
                         Hospice Managers,
                                 Managers,LLC.            87, 126-129,
                                           LLC. (C.R. 84, 87, 126-129, 135-

140, 171-203).
140, 171-203). There
                There isisno
                           nosummary
                              summaryjudgment
                                      judgment evidence
                                                evidence that
                                                          that Harbor
                                                               Harbor Hospice
                                                                      Hospice

Managers, LLC ever took any action to terminate the interest of Patel.

       Furthermore, there
       Furthermore,  there is      summary judgment
                            is no summary   judgment evidence
                                                     evidence to establish
                                                                 establish that
                                                                           that

Patel’s Limited Partnership
Patel's Limited Partnership Interest
                            Interest in
                                      in Harbor
                                         Harbor Hospice
                                                Hospice was
                                                        was ever
                                                            ever terminated.
                                                                  terminated. No

witness testimony
witness testimony alleges
                  alleges Patel’s  limited partnership
                          Patel's limited  partnership interest
                                                       interest in Harbor
                                                                   Harbor Hospice
                                                                          Hospice

was ever terminated.
was      terminated. No
                      Nodocument
                         document establishes
                                   establishes that
                                                that Patel's
                                                     Patel’s limited
                                                              limited partnership
                                                                       partnership

interest in
interest    Harbor Hospice
         in Harbor Hospice was ever terminated.
                           was ever terminated. The
                                                The only
                                                     only summary
                                                           summary judgment
                                                                    judgment

evidence
evidence that
         that even
              even mentions
                   mentions termination
                            termination isis aa letter
                                                letter dated
                                                       dated March
                                                             March 4, 2008 to Patel

from Maggie Parker (the “Parker
                        "Parker Letter”).        121-125).1
                                           (C.R. 121-125)1
                                Letter"). (C.R.

       When presented with a copy of this letter in his deposition and a copy of the

green card
green card showing
           showing his wife’s signature
                   his wife's  signature evidencing
                                         evidencing receipt
                                                    receipt of      letter, Patel
                                                            of the letter,  Patel

acknowledged his
acknowledged his wife’s signature and
                 wife's signature     receipt as evidenced
                                  and receipt    evidenced by the
                                                               the documents.
                                                                    documents.

(C.R. 94-95). However, Patel
      94-95). However, Patel did
                             did not
                                 not recall
                                     recall seeing
                                            seeing the
                                                   the letter
                                                       letter or whether
                                                                 whether his wife

brought the letter to his
brought               his attention;
                          attention; he further
                                        further testified
                                                testified that his wife
                                                                   wife handled
                                                                        handled their



'1 The Parker Letter attached to Defendants' Amended Motion for Summary Judgment is missing
     second page.
the second          However, the
             page. However,    the full
                                    full letter
                                          letter isis in
                                                       inthe
                                                          theDefendant's
                                                              Defendant’s original
                                                                           original motion
                                                                                    motion for
                                                                                            for summary
                                                                                                 summary
judgment filed as a supplemental clerk’s
                                   clerk's record in this Court.
                                                  55
financials and that he was certain that his wife or his accountant would have taken

care
care of     after receiving
     of it after   receiving the
                             the letter.  (C.R. 97,
                                 letter. (C.R.  97, 98).
                                                     98). Appellees
                                                           Appellees presented
                                                                      presented no
                                                                                no

summary judgment evidence conclusively
                          conclusively establishing
                                       establishing that
                                                    that Patel
                                                         Patel failed to comply

with Parker’s             financials.2
              request for financials
     Parker's request

       Additionally, Appellees
       Additionally, Appellees presented
                               presented no summary judgment
                                         no summary judgment evidence
                                                             evidence that
                                                                      that

Harbor Hospice’s
       Hospice's general partner took any action against Patel’s
                                                         Patel's interest as a result

of any alleged noncompliance
               noncompliance with
                             with the
                                   the letter. Although the
                                       letter. Although the Parker
                                                            Parker Letter
                                                                   Letter clearly
                                                                          clearly

threatens termination
threatens terminationifif certain
                          certain conduct
                                  conductdid
                                          did not
                                              not occur,
                                                  occur, itit does
                                                              does not provide
                                                                       provide any

evidence
evidence whatsoever
         whatsoever that
                     that the termination actually
                          the termination actually occurred. Furthermore, the
                                                   occurred. Furthermore,

Parker
Parker letter
       letter does     provide any evidence
              does not provide     evidence that the general
                                                     general partner
                                                             partner of Harbor
                                                                        Harbor

Hospice unanimously
Hospice unanimouslyterminated
                    terminatedthe
                                theinterest
                                    interestofofPatel
                                                 Pateland
                                                       andexpelled
                                                           expelledhim.  The
                                                                    him. The

Parker
Parker Letter
       Letter was
              was aa threat
                     threat and
                            and nothing
                                nothing more.  There isisno
                                        more. There       nosummary
                                                             summary judgment
                                                                      judgment

evidence
evidence that
         that the general partner
              the general partner took
                                  took any
                                       any action
                                           action to
                                                   to terminate
                                                       terminate Patel's
                                                                 Patel's limited
                                                                          limited

partnership interest and expel him after the Parker Letter.

Patels' Limited Partnership Interest in Harbor Hospice Was Never Redeemed

    Section 8.5 provides:

       (a) The partnership
                partnership interests
                             interests of
                                       of all limited
                                               limited partners
                                                         partners are subject
                                                                       subject to
          redemption
          redemption by     the partnership
                        by the   partnership at at the
                                                    the election
                                                         election of
                                                                  of the
                                                                      the general
                                                                           general
          partners. In   the event
                     In the   event the
                                      the general
                                           general partners
                                                      partners make
                                                                 make such
                                                                         such an
                                                                               an

2
2      only arguably
  The only   arguably controverting
                       controverting evidence
                                      evidence that Appellees
                                                        Appellees submitted
                                                                     submitted was
                                                                                 was the
                                                                                       the inconclusive
                                                                                            inconclusive
deposition testimony
deposition  testimony of
                       of Joe
                          Joe Chapman
                              Chapman wherein
                                         wherein hehe testified
                                                       testified that
                                                                  that he
                                                                       he was aware there were some
issues with
issues        getting partners
        with getting  partners to  provide financials
                                to provide   financialstoto the    bank prior
                                                              the bank    prior to the
                                                                                    the refinance,
                                                                                         refinance, and
                                                                                                    and
speculated, but could not say for certain,
                                  certain, that
                                           that Patel
                                                Patel failed
                                                      failed to
                                                              to provide
                                                                 provide financials.
                                                                          financials. (C.R. 117)
                                                  6
                                                  6
         election, the general partners shall provide the limited partner
                partnership interest
         whose partnership     interest is to be
                                              be redeemed
                                                 redeemed (the
                                                           (the "Redeemed
                                                                “Redeemed
         Partner”) with
         Partner")   with aa least
                             least sixty  days’ prior written
                                   sixty days'        written notice
                                                              notice of the
         redemption.

      (b) The purchase price of the Redeemed
      (b)The                         Redeemed Partner’s
                                                Partner's LPI shall equal the
          balance of the
          balance     the Redeemed
                           Redeemed Partner's
                                      Partner’s capital
                                                 capital account
                                                          account established
                                                                   established
          under Section 5.1 hereof, determined
                                    determined as of the end of the calendar
          month
          month immediately    preceding the
                 immediately preceding    the month
                                              month inin which
                                                         which the
                                                               the closing
                                                                    closing of
              redemption transaction
          the redemption   transactiontakes
                                       takesplace.   (C.R. 57-58)(“
                                             place. (C.R.           emphasis
                                                            57-58)(tmphasis
          added”).
          added").

The summary
The summary judgment
            judgment record
                     record establishes
                            establishes that
                                         that the general partners
                                              the general partners failed
                                                                   failed to

provide sixty days
              days prior written
                         written notice
                                 notice of
                                        of redemption
                                           redemption to
                                                       to Patel. Therefore, Section
                                                          Patel. Therefore,

8.5 of
8.5 of the
        the Harbor
            Harbor Hospice
                   Hospice Partnership
                           Partnership Agreement
                                       Agreementdoes
                                                 doesnot
                                                      notapply.  The only
                                                          apply. The only

summary judgment
summary judgment evidence
                 evidence that
                          that was
                               was ever
                                   ever allegedly
                                        allegedly sent
                                                  sent to Patel was the Parker

Letter. The
        The Parker
            Parker Letter
                   Letter (i)
                           (i) does
                               does not
                                    not address
                                        address redemption,
                                                redemption, (ii) does not provide 60

days notice of anything (the deadline in the letter actually passed before the letter

was received),
was received), (iii) threatens termination,
               (iii) threatens termination,and
                                            and (iv)
                                                (iv) does not even
                                                     does not even mention
                                                                   mention the
                                                                           the

general partner,
general partner, Harbor
                 Harbor Hospice
                        HospiceManagers,
                                Managers,LLC.  Patel's interest
                                          LLC. Patel's interest was
                                                                was not
                                                                    not

redeemed in
redeemed    compliance with
         in compliance      Section 8.5
                       with Section     of the
                                    8.5 of  the Harbor
                                                 Harbor Hospice
                                                         Hospice Partnership
                                                                  Partnership

Agreement. Most
Agreement. Most importantly,
                 importantly, Appellees
                              Appellees have failed to establish
                                        have failed     establish that
                                                                  that Patel's
                                                                       Patel's

limited partnership interest was actually redeemed by the partnership
                                                          partnership or the date of

the alleged redemption. Instead
                         Instead of
                                 of redeeming
                                     redeeming Patel's
                                               Patel's limited
                                                       limited partnership interest to

    partnership, Appellees
the partnership, Appellees decided
                           decided to transfer
                                      transfer Patel's
                                               Patel's limited
                                                        limited partnership
                                                                partnership interest
                                                                            interest

directly to Arfeen.


                                          77
The Coverup

       Though Appellees
       Though Appellees contend
                        contend Patel’s partnership interest
                                Patel's partnership interest was
                                                             was "forfeited"
                                                                  “forfeited”

            15, 2008,
before June 15, 2008, several
                       several significant
                                significant documents
                                            documents contradict
                                                      contradict their
                                                                 their contentions.
                                                                       contentions.

A Harbor Hospice Balance Sheet dated December 31, 2008 establishes that Patel

was still a limited
            limited partner
                    partner as
                            as of
                               of that
                                   that date.
                                        date. (C.R. 217). AAHarbor
                                                            Harbor Hospice
                                                                   Hospice General
                                                                           General

Ledger           establishes that Arfeen
Ledger from 2009 establishes      Arfeen wrongfully
                                         wrongfully took possession
                                                         possession of Patel's
                                                                       Patel's

limited partnership interest
                    interest in
                             in 2009.
                                2009. (C.R. 204-206).

                            Hospice’s accountant,
       An email from Harbor Hospice's accountant, Monica Surratt, from April of

2009 confirms
2009 confirms Arfeen’s improper direct
              Arfeen's improper direct transfer
                                       transfer stating,
                                                stating, “[s]ince the partnership
                                                         "[Once the   partnership

                  interest back (it was
did not buy their interest          was transferred
                                         transferred to Qamar
                                                        Qamar instead of reallocated
                                                                         reallocated

among the other
among     other partners),
                 partners), then
                             then any
                                   any purchase/payment
                                        purchase/payment should
                                                         should have
                                                                have happened
                                                                      happened

outside
outside of the partnership.”3 (C.R.
           the partnership.°   (C.R. 207).
                                      207). Arfeen's
                                             Arfeen’simproper
                                                      impropertransfer
                                                               transfer is
                                                                         is further
                                                                             further

evidenced by Harbor Hospice’s
                    Hospice's 8309 Form filed with the Internal Revenue Service

             Patel’s limited
stating that Patel's  limited partnership
                              partnership interest
                                          interest in Harbor
                                                      Harbor Hospice
                                                             Hospice was
                                                                     was transferred
                                                                         transferred

directly to
directly to Arfeen.  (C.R. 208).
            Arfeen. (C.R.  208). Though
                                  Thoughthe
                                         theform
                                             formstates
                                                  statesthe
                                                         thelimited
                                                              limited partnership
                                                                       partnership

interest was transferred as of 1/1/08 that date is inconsistent with the balance sheet




3
3 Arfeen’s improper
  Arfeen's improper transfer is further confirmed by Harbor Hospice’s
                                                                Hospice's 8309 Form filed with the
Internal Revenue
         Revenue Service
                   Service stating
                            stating that
                                    that Patel’s limited partnership
                                         Patel's limited partnership interest in Harbor Hospice was
transferred directly to
                     to Arfeen.
                        Arfeen. (C.R. 208).
                                                88
and general ledger, and the form does not appear to have been prepared until April

of 2009. (C.R.
         (C.R. 207, 209).

         2011, apparently
      In 2011, apparently Appellees
                          Appellees realized
                                    realized that
                                              that they had not
                                                   they had not completed
                                                                 completed an
                                                                           an

appropriate paper
appropriate paper trail regarding this
                  trail regarding      improper transaction.
                                  this improper               The Partnership
                                                transaction. The   Partnership

Agreement had
Agreement     never been amended
          had never      amended to reflect
                                    reflect Arfeen's
                                            Arfeen's wrongful
                                                     wrongful acquisition
                                                              acquisition of

Patel's limited partnership
Patel's limited partnership interest.  Therefore, Appellees
                            interest. Therefore,  Appellees created
                                                            created two
                                                                    two different
                                                                        different

Amendment No.
Amendment No. 4’s  to Agreement
              4's to  Agreement of
                                of Limited
                                    Limited Partnership
                                             Partnership of
                                                         of Harbor
                                                            Harbor Hospice.
                                                                   Hospice.

(C.R. 126-129,
      126-129, 135-140). One of
               135-140). One of the
                                 the Amendment
                                     Amendment No. 4's is
                                                       is dated
                                                          dated November
                                                                November 10,

2011 (the "Dated
2011      "Dated Amendment
                 AmendmentNo.
                           No.4"). (C.R. 135-140).
                              4"). (C.R. 135-140). The
                                                   The Dated
                                                       Dated Amendment
                                                             Amendment

No. 4 states:

      (1)Section 12.2(a) of the Partnership Agreement provides that each limited
         partner authorizes
         partner authorizes and
                              and empowers
                                  empowers the
                                             the general
                                                 general partners
                                                         partners to amend the
                                                                  to amend   the
         Partnership Agreement;

      (2)The General Partner has elected to redeem the limited partner interests of
         Triptesh Chaudhury and Sandeep Patel in accordance with Section 8.5 of
         the Partnership Agreement;

         The General
      (3)The   General Partner
                        Partner desires
                                desires to amend
                                            amend the
                                                   the Partnership
                                                        Partnership Agreement
                                                                    Agreement to
         adjust the limited partnership percentages
                                        percentages following
                                                    following the effective
                                                                  effective date of
         the redemption;

      (4) The effective
      (4)The  effective date of the redemption shall be January 1, 2008;

      (5)Exhibit “A”          Partnership is hereby amended so that from and after
                 "A" to the Partnership
         the effective date, the limited partners and their respective interest in the
         partnership shall be as set forth in such exhibit; and

      (6)Exhibit “A”
                 "A" appears to reflect all Class C Limited Partners.


                                         9
                                         9
                Amendment No.
      The other Amendment No. 4 (the "Undated
                                     "Undated Amendment
                                              Amendment No.
                                                        No. 4") states an

effective
effective date
          date but
               but does
                   does not
                        not state
                             statethe
                                   the date
                                       dateitit was
                                                was executed.
                                                    executed. (C.R.
                                                              (C.R. 126-129). The
                                                                    126-129). The

Undated Amendment No. 4 states:

      (1) The same
      (1)The  same information
                    information set
                                set forth
                                     forth in
                                            in (1)
                                                (1)—
                                                   – (5) from the Dated Amendment
                                                                        Amendment
          No. 4 above;

      (2)The
          The document
               documentisis not
                              not dated
                                  dated but
                                        but states
                                            states that    was "EXECUTED
                                                   that it was “EXECUTED to
                                                                         to be
                              st
         effective as of the 1st
                             1 day of January, 2008”;
                                                2008"; and

      (3) Exhibit “A”
      (3)Exhibit      does not
                  "A" does not reflect
                               reflect the
                                       the Class
                                           Class C Limited Partners.
                                                 C Limited           (C.R. 126-
                                                           Partners. (C.R.
          129).

      The inconsistencies
      The inconsistencies inin the
                                the two amendment No.
                                    two amendment No. 4’s evidence a blatant
                                                      4's evidence    blatant

attempt to cover up the improper
attempt                 improper transfer. The second
                                 transfer. The  second Amendment
                                                       Amendment No. 4 deletes

    November 10, 2011 date of
the November               of execution
                              execution and
                                        and deceptively
                                            deceptively attempts
                                                        attempts to make the

amendment effective
amendment effectiveas
                    as of January 1, 2008,
                       of January    2008, nearly
                                           nearly four
                                                  four years
                                                       years earlier,
                                                              earlier, without
                                                                       without

stating that the document was actually executed in 2011. (C.R. 126-129, 135-140).

Regardless
Regardless of Appellees’ futile attempt
           of Appellees'        attempt to legally
                                            legally effectuate
                                                    effectuate Arfeen's
                                                               Arfeen’s improper
                                                                         improper

transfer, there
transfer,          no summary
          there is no  summary judgment
                                judgment evidence
                                         evidence indicating
                                                  indicating that
                                                             that the
                                                                  the Limited
                                                                      Limited

Partnership
Partnership Agreement
            Agreement of
                      of Harbor
                         Harbor Hospice
                                Hospice was amended to remove Patel before
                                        was amended                 before

November 10, 2011. (C.R. 135 - 140).
             2011. (C.R.

      Both Amendment
      Both Amendment 4's
                     4's state
                         state that
                               that Patel's
                                    Patel's interest
                                            interest was
                                                     was redeemed. (C.R. 126-
                                                         redeemed. (C.R.

129, 135-140).
129, 135-140). Both
                Both Amendment
                      Amendment 4's
                                4's are
                                     are inconsistent
                                          inconsistent with
                                                       with the
                                                             the 2009
                                                                 2009 General
                                                                      General

Ledger
Ledger of Harbor
          Harbor Hospice,
                 Hospice, the 2008
                              2008 Tax
                                   Tax Return
                                       Return of
                                              of Harbor
                                                 Harbor Hospice
                                                        Hospice (including
                                                                 (including

Form 8308), and
            and the notes
                    notes of
                          of the accountant
                                 accountant of
                                            of Harbor
                                               Harbor Hospice.
                                                      Hospice. (C.R. 204 - 206,
                                       10
                                       10
C.R.
C.R. 208,
     208, and
          and C.R. 207).  TheDated
                   207). The Dated Amendment
                                   Amendment No.
                                             No. 44 was
                                                    was created
                                                        created nearly
                                                                nearly four

years after the alleged transfer.
                        transfer. ItIt isis unclear
                                            unclear when
                                                    when the
                                                          the Undated
                                                              Undated Amendment
                                                                      Amendment 4 was

created. When confronted
created. When  confronted with
                          with the
                                the conflicting
                                     conflicting Amendment
                                                 Amendment 4’s,  the Harbor
                                                           4's, the  Harbor

Hospice representative
Hospice representative designated
                       designated to
                                   to testify
                                      testify regarding
                                              regarding the alleged termination
                                                        the alleged termination of

Patel’s ownership interest
Patel's ownership interest in Harbor
                              Harbor Hospice
                                     Hospice stated
                                             stated that    was concerned
                                                    that he was concerned that

someone might
someone might have
              have done
                   done something
                        something unethical,
                                  unethical,immoral
                                             immoralororillegal.
                                                         illegal. (C.R. 212-

213).

Appellees persuade the trial court to grant summary judgment

        Appellees' Amended Motion for Summary Judgment did not seek summary

judgment on
judgment    no-evidence grounds.
         on no-evidence          Instead, Appellees
                        grounds. Instead, Appellees sought
                                                    sought to establish as
                                                           to establish as a

matter of law that (i) Patel's claims are barred by the statute of limitations, (ii) there

was no genuine issue of material fact as to Patel's claims for breach of partnership,

breach of fiduciary duty, conversion, or Texas Theft Liability Act violations, and

(iii) there
(iii) there was
            was no genuine
                   genuine issue
                           issue of material fact
                                 of material fact as
                                                  as to damages.
                                                        damages. (C.R.
                                                                  (C.R. 26-141).
                                                                        26-141).

Patel responded with
Patel responded      evidence establishing
                with evidence establishing that
                                            that Appellees
                                                 Appellees did
                                                           did not meet their
                                                               not meet  their

burden of proof under any of these
burden                        these theories
                                     theories and
                                              and by
                                                  by establishing
                                                      establishing that fact
                                                                        fact issues
                                                                              issues

existed
existed that
        that precluded
             precluded summary
                       summaryjudgment.
                               judgment. (C.R.
                                         (C.R. 145-238
                                               145-238 and
                                                       and C.R.
                                                           C.R. 248-254).
                                                                248-254). On

April 29, 2015, a hearing
                  hearing was
                          was held
                              held on
                                   on Appellees'
                                      Appellees' Amended
                                                 Amended Motion for Summary
                                                                    Summary

Judgment.  (C.R. 291).
Judgment. (C.R.  291). The
                        Thesummary
                             summaryjudgment
                                      judgment motion
                                               motion was
                                                      was taken
                                                           taken under
                                                                  under

advisement. (C.R.
advisement. (C.R. 291).
                  291). On
                         OnJune
                            June18,
                                 18,2015,
                                     2015,the
                                           thetrial
                                                trialcourt
                                                      courtgranted
                                                            granted Appellees'
                                                                    Appellees'


                                           11
                                           11
Amended Motion
Amended Motionfor
               for Summary
                   SummaryJudgment.
                           Judgment. (C.R.
                                     (C.R. 255). Patel then
                                           255). Patel  then submitted
                                                              submitted a

Motion for
Motion for New
           New Trial
               Trial that
                      that was
                           was denied. (C.R. 256-282,
                               denied. (C.R. 256-282, C.R.
                                                      C.R. 283). This appeal
                                                           283). This appeal

followed. (C . R. 287-288).
           (C.R.

                       SUMMARY OF THE ARGUMENT

      Appellees have not established
      Appellees          established that they are entitled
                                                   entitled to summary
                                                               summary judgment
                                                                       judgment

as a matter of law on any ground. Appellees sought
                          ground. Appellees sought to establish as a matter of law

that (i) Patel's
that     Patel's claims
                 claims are barred
                            barred by the
                                      the statute
                                          statute of
                                                  of limitations,
                                                      limitations, (ii) there was no
                                                                   (ii) there

genuine issue of material fact as to Patel's claims for breach of partnership, breach

of fiduciary
   fiduciary duty,
             duty, conversion,
                   conversion, or Texas Theft Liability
                               or Texas       Liability Act violations,
                                                            violations, and
                                                                        and (iii)

             genuine issue
there was no genuine issue of material
                              material fact
                                       fact as
                                            as to
                                               to damages. However, facts
                                                  damages. However, facts issues

exist regarding each
exist regarding                          which Appellees
                each and every ground on which Appellees moved for summary
                                                                   summary

judgment.

         support of their
      In support     their affirmative
                           affirmative defense
                                       defense of
                                               of statute
                                                  statute of
                                                          of limitations,
                                                              limitations, Appellees
                                                                           Appellees

claimed
claimed they
        they could
             could prove
                   prove as
                         as aa matter
                               matter of
                                      of law
                                         law that
                                             that Patel’s claims for (i) breach
                                                  Patel's claims         breach of

fiduciary
fiduciary duty,
          duty, breach
                breach of partnership,
                          partnership, fraud
                                       fraud and declaratory relief
                                             and declaratory relief accrued
                                                                    accrued on
                                                                            on or

before June 15, 2008 (4 years before suit was filed), and (ii) conversion and Texas

Theft Liability
Theft Liability Act
                Act violations
                    violations accrued
                               accrued before
                                       before June
                                              June 15,
                                                   15, 2010
                                                       2010 (2 years before suit

            However, Appellees
was filed). However, Appellees failed to meet their burden
                                                    burden of
                                                           of proof. Furthermore,
                                                              proof. Furthermore,

Patel presented summary judgment
                        judgment evidence
                                 evidence that
                                          that establishes
                                               establishes that
                                                           that Patel’s
                                                                Patel's claims for

breach of fiduciary duty, breach of partnership, fraud and declaratory relief accrued


                                         12
                                         12
after June
after June 15, 2008
               2008 and
                    and that
                         that Patel's
                               Patel’s claims
                                        claims for
                                                for conversion
                                                     conversion and
                                                                and Texas
                                                                    Texas Theft
                                                                          Theft

Liability Act violations accrued
                         accrued after
                                 after June
                                       June 15,
                                            15, 2010.
                                                2010. Accordingly, Appellees failed

                          limitations defense
to prove their statute of limitations defense as
                                              as a matter
                                                   matter of law and the trial court

should have denied Appellees'
should             Appellees’ Amended
                              Amended Motion
                                      Motion for
                                             for Summary
                                                 Summary Judgment
                                                         Judgment based
                                                                  based

upon Appellees’ statute of limitations defense.
     Appellees' statute

      Appellees also claimed that their conduct was proper under the Partnership
      Appellees                                                      Partnership

Agreement and
Agreement and Texas
              Texas law and therefore no genuine issue of material fact existed

regarding Patel's claims for breach of fiduciary duty, breach of contract, conversion

or violations
   violations of                 Liability Act.
              of the Texas Theft Liability      Appellees argument
                                           Act. Appellees  argument is
                                                                    is premised
                                                                       premised

solely on the claim that Patel's partnership interest was terminated or redeemed by

Harbor Hospice. However, the
       Hospice. However,  the summary
                               summary judgment
                                        judgment evidence
                                                 evidence clearly
                                                          clearly demonstrates
                                                                  demonstrates

     Patel's interest
that Patel's interest was     terminated or redeemed.
                      was not terminated    redeemed. Patel's
                                                       Patel's limited
                                                                limited partnership
                                                                         partnership

interest was
interest     improperly transferred
         was improperly  transferreddirectly
                                     directlytotoArfeen. Not only
                                                 Arfeen. Not only did
                                                                  did Appellees
                                                                      Appellees

improperly transfer
improperly  transfer Patel's
                     Patel's limited
                              limited partnership
                                      partnershipinterest
                                                  interesttoto Arfeen,
                                                               Arfeen, they
                                                                        they did
                                                                             did so

without informing
without informing Patel,
                  Patel, without
                         without complying
                                 complying with
                                           with the terms of the
                                                the terms     the Partnership
                                                                   Partnership

Agreement, and
Agreement,  and did not provide
                did not  provide Patel
                                 Patel any
                                        any compensation
                                             compensation for
                                                          for this
                                                               this limited
                                                                     limited

partnership interest.
partnership           Accordingly, Appellees failed to establish
            interest. Accordingly,                     establish as a matter of law

that no genuine issue of material fact existed regarding Patel's claims for breach of

fiduciary
fiduciary duty,
          duty, breach
                breach of contract, conversion
                       of contract, conversion or violations of
                                               or violations        Texas Theft
                                                             of the Texas Theft

Liability Act.


                                        13
                                        13
      Additionally, Appellees
      Additionally, Appelleesclaimed
                              claimedthat
                                      thatno
                                          no genuine
                                             genuine issue
                                                     issue of material
                                                              material fact
                                                                       fact

existed
existed regarding
        regarding Patel's
                  Patel's claim
                          claimfor
                                for damages
                                    damagesfor
                                            for any
                                                any cause
                                                    cause of
                                                          of action. Appellees
                                                             action. Appellees

allege that
allege that pursuant
            pursuant to the
                         the Partnership
                              Partnership Agreement,
                                          Agreement, aa partner
                                                        partner that
                                                                that leaves
                                                                     leaves the
                                                                            the

partnership either voluntarily
                   voluntarily or through expulsion
                                          expulsion leaves with nothing more than

his capital account. However,
                     However, the
                               the provisions
                                   provisions cited
                                              cited by Appellees do not apply to an

improper transfer
improper  transferfrom
                   fromPatel
                        Pateldirectly
                              directlytotoArfeen.  Moreover, a fact
                                           Arfeen. Moreover,    fact issue
                                                                      issue exists
                                                                            exists

regarding Patel's capital account
                          account balance. Therefore, Appellees failed to prove that
                                  balance. Therefore,

                    material fact existed
no genuine issue of material      existed regarding
                                          regarding Patel's claim for damages for

any cause of action.

      Finally, Appellees
      Finally, Appellees failed
                         failed to authenticate
                                   authenticate any     their summary
                                                any of their   summary judgment
                                                                        judgment

evidence. No affidavit
evidence. No  affidavit was
                        was attached
                             attached to
                                       to Appelles'
                                          Appelles' Amended
                                                    Amended Motion
                                                            Motion for
                                                                   for Summary
                                                                       Summary

Judgment
Judgment attempting
         attempting to  authenticate any
                     to authenticate         the summary
                                     any of the   summary judgment
                                                           judgment evidence.
                                                                     evidence.

Accordingly, Appellees'
Accordingly, Appellees' summary
                        summary judgment
                                judgment evidence
                                         evidence was     authenticated and
                                                  was not authenticated

should not have been admissible as summary judgment evidence.

      For all of these reasons, the trial court’s
                                          court's judgment should be reversed.




                                         14
                                         14
                                    ARGUMENT

I.    The       Court Erred
      The Trial Court Erred in
                             in Granting
                                Granting Appellees'
                                         Appellees' Amended
                                                    Amended Motion
                                                            Motion for
      Summary Judgment.

          function of summary judgment
      The function            judgment procedure
                                       procedure is
                                                 is not
                                                    not to deprive litigants
                                                                   litigants of

their right to a full hearing on the merits of fact issues or their right to a jury trial.

See Tex. R. Civ. P. 166a; see also Alaniz v. Hoyt, 105 S.W.3d 330, 344 (Tex. App.

– Corpus
—  CorpusChristi
          Christi2003,
                  2003,not
                        notpet.).
                            pet.). The
                                   The goal of the summary judgment procedure is

the elimination of patently unmeritorious claims or unmeritorious defenses and the

summary termination
        termination of
                    of a case when it clearly appears
                                              appears there
                                                      there are no issues of fact.

    Bliss v.
See Bliss v. NRG
             NRG Industries,
                  Industries, 162 S.W.3d 434
                              162 S.W.3d 434 (Tex.
                                              (Tex. App.
                                                    App. —
                                                         – Dallas 2005, pet.
                                                           Dallas 2005,

denied).

      Appellate courts
      Appellate courts review
                       review aa trial
                                 trial court’s grant of
                                       court's grant of summary
                                                        summary judgment under a

   novo standard
de novo standard of
                 of review.
                     review. Mann
                             Mann Frankfort
                                  Frankfort Stein
                                            Stein &      Advisors, Inc.
                                                  & Lipp Advisors, Inc. v.
                                                                        v.

Fielding, 289 S.W.3d 844, 848 (Tex.
                              (Tex. 2009). To prevail
                                    2009). To prevail on
                                                      on aa traditional
                                                            traditional motion for

summary judgment,
summary judgment, the
                   the movant
                       movant must
                              must prove
                                   prove that
                                          that “there
                                               "there is
                                                      is no genuine
                                                            genuine issue
                                                                    issue as to

any material
any material fact
             fact and
                  and the moving party
                      the moving party is entitled to
                                       is entitled    judgment as
                                                   to judgment as aa matter
                                                                     matter of

law[.]” Tex.
law[.]" Tex. R.
             R. Civ. P. 166a(c). Therefore,
                                 Therefore, when
                                            when aa defendant
                                                    defendant moves for summary

judgment, he must either disprove
                         disprove at least one essential element
                                                         element of each theory of

recovery pleaded
recovery pleaded by
                 by the plaintiff,
                        plaintiff, or he must
                                         must plead
                                              plead and
                                                    and conclusively
                                                        conclusively prove each

essential element of an affirmative defense. See Friendswood Dev. Co. v. McDade



                                           15
                                           15
  Co., 926 S.W.2d 280, 282 (Tex.
& Co.,                     (Tex. 1996);
                                 1996); Doe v. Boys
                                               Boys Club
                                                    Club of
                                                         of Greater
                                                            Greater Dallas,
                                                                    Dallas,

Inc., 907 S.W.2d 472, 476-77 (Tex. 1995).

      “If there
      "If  there is
                  is any
                      any genuine
                           genuine issue
                                    issue of
                                          of material
                                             material fact,
                                                       fact, aa motion
                                                                 motion for
                                                                         for summary
                                                                              summary

judgment must
judgment         denied.” Nautilus
         must be denied." Nautilus Training
                                   Training Center
                                            Center No.
                                                   No. 2, Inc. v.
                                                       2, Inc. v. Seafirst
                                                                   Seafirst

        Corp., 647 S.W.2d 344,
Leasing Corp.,            344, 346-47
                               346-47 (Tex.
                                       (Tex. App.
                                             App. —
                                                  – Corpus
                                                    Corpus Christi
                                                           Christi 1982,
                                                                   1982, no

writ). InIndetermining
writ).      determining whether
                        whether Appellee
                                Appellee met
                                         met its
                                              its summary
                                                   summary judgment
                                                            judgment burden,
                                                                     burden, this

Court must resolve every reasonable inference in favor of Patel, resolve all doubts

in favor of Patel, and take all evidence favorable to Patel as true. Rhone-Poulenc,

Inc. v. Steel, 997 S.W.2d at 223 (1999).

A. ISSUE
A.   ISSUE   ONE:Appellees
          ONE:     AppelleesDid
                              DidNot
                                  NotEstablish
                                      Establish aaStatute
                                                   StatuteofofLimitations
                                                               Limitations
     Defense as a Matter of Law.

      Appellees did not establish their statute of limitations
                                                   limitations defense
                                                               defense as
                                                                       as a matter of

      Intheir
law. In  theirAmended
              AmendedMotion
                      Motionfor
                             forSummary
                                 SummaryJudgment,
                                         Judgment,Appellees
                                                  Appellees relied upon the

affirmative defense
affirmative defense of
                    of statute
                       statute of
                               of limitations.
                                   limitations. (C.R.
                                                (C.R. 31-33). Appellees alleged that
                                                      31-33). Appellees

         uncontroverted evidence
they had uncontroverted evidence that
                                  that Patel
                                       Patel knew
                                             knew or
                                                  or should
                                                     should have
                                                            have known
                                                                 known of any

alleged injuries
alleged injuries before
                 before June
                        June 15,
                             15, 2008
                                 2008 (4 years
                                         years before
                                               before suit
                                                      suit was filed) for breach
                                                                          breach of

fiduciary duty, breach of partnership, and fraud claims and before June 15, 2010 (2

years before suit was filed)
                      filed) for
                             for the
                                  the alleged
                                      alleged conversion
                                              conversion and Texas
                                                             Texas Theft
                                                                   Theft Liability
                                                                         Liability

Act violations.
Act violations. (C.R.
                 (C.R. 31-33).
                       31-33). Appellees
                                Appellees failed
                                           failed to
                                                   to address
                                                       address Patel's
                                                               Patel's claim
                                                                       claim for
                                                                             for

declaratory relief
declaratory relief in their Amended
                            Amended Motion for Summary
                                               Summary Judgment
                                                       Judgment based upon



                                           16
                                           16
statute of limitations or any other theory. Therefore, summary
                                    theory. Therefore, summary judgment disposing

of the declaratory judgment action was improper.

                  prevail on aa statute
      In order to prevail        statute of
                                         of limitations
                                             limitations claim,
                                                         claim, Appellees
                                                                Appellees had
                                                                          had to (1)

conclusively
conclusively prove
             prove that Patel's cause of action accrued
                                                accrued before
                                                        before the
                                                               the commencement
                                                                   commencement

of the statute of limitations period, and (2) negate the discovery rule by proving as

                     there was no
a matter of law that there     no genuine
                                  genuine issue of material
                                                   material fact about when Patel

discovered, or in the exercise
discovered,           exercise of reasonable
                                  reasonable diligence
                                             diligence should have discovered the

injury.   See Messner
          See Messner v. Boon,
                         Boon, 2015
                               2015 Tex.
                                    Tex. App.
                                         App. LEXIS
                                              LEXIS 747,
                                                    747, *30
                                                         *30 (Tex.
                                                              (Tex. App.
                                                                    App.

Texarkana Jan.
Texarkana Jan. 28,
               28, 2015). Furthermore, Appellees had to negate Patel's claim of
                   2015). Furthermore,

fraudulent concealment. See Santanna Natural Gas v.
                                                 v. Hamon
                                                    Hamon Operations,
                                                          Operations, 954

S.W.2d
S.W.2d 885,
       885, 890-891
            890-891 (Tex.
                    (Tex. App.--Austin
                          App.--Austin 1997,
                                       1997, pet.
                                             pet. denied). Appellees failed to
                                                  denied). Appellees

establish any of these points as a matter of law.

      Appellees failed
      Appellees  failedtoto establish
                            establishasas aa matter
                                             matter of
                                                    of law
                                                        law that
                                                             that Patel's
                                                                   Patel's limited
                                                                            limited

partnership interest
partnership interest was terminated
                         terminated or otherwise
                                       otherwise transferred
                                                 transferred on
                                                             on or before June 15,

2008. Significantly,
2008.  Significantly, Appellees
                      Appellees have
                                have not
                                     not conclusively
                                          conclusively established
                                                       established when
                                                                   when Patel's
                                                                        Patel’s

limited partnership
limited partnership interest
                     interest was taken from
                              was taken from him,
                                             him, whether
                                                   whether by
                                                            bytermination,
                                                                termination,

redemption, forfeiture, or improper
                           improper transfer. Viewing all evidence in the light most
                                    transfer. Viewing

favorable
favorable to the non-movant,
                 non-movant, Patel, and resolving all reasonable inferences
                                                                 inferences in his

favor,
favor, the improper
           improper transfer
                    transfer does
                             does not appear to have
                                                have occurred
                                                     occurred until sometime
                                                                    sometime in

                            have been
2009 and does not appear to have been legally
                                      legally effectuated
                                              effectuated through amendment
                                                                  amendment of


                                         17
                                         17
    Partnership Agreement
the Partnership Agreement until
                          until 2011. Further, Appellees
                                2011. Further, Appellees failed to establish
                                                                   establish as a

matter of law
matter    law that
               that Patel
                    Patel discovered
                           discovered or
                                      or in
                                          in the
                                              theexercise
                                                  exercise of
                                                            ofreasonable
                                                               reasonable diligence
                                                                           diligence

should have
should have discovered
            discoveredthe
                       theinjury
                           injuryon
                                  onor
                                     or before
                                        beforeJune
                                               June15,
                                                    15,2008.  In addition
                                                        2008. In addition to

having failed
having failed to conclusively
                 conclusively establish
                              establish that Patel’s interest
                                        that Patel's  interest was
                                                               was terminated
                                                                    terminated or

otherwise
otherwise transferred
          transferred before
                      before June
                             June 15, 2008, Appellees likewise failed to establish
                                                                         establish

their statute of limitations defense as a matter of law because of the discovery rule

and because of Appellees’
               Appellees' fraudulent concealment.

         Summary Judgment
      1. Summary  Judgment Evidence
                             Evidence Establishes
                                        Establishes Patel
                                                    Patel Was
                                                          Was aa Partner
                                                                 Partner in
         Harbor Hospice After June 15, 2008

      The following
      The following chart clearly demonstrates
                    chart clearly demonstratesthe
                                               the timeline
                                                    timeline of
                                                             of events
                                                                events in this
                                                                       in this

matter:

      DATE                            Description of Document

      March 4, 2008             Maggie Parker
                                Maggie    Parker Threatening
                                                 Threatening Letter     (does not
                                                                Letter (does    not
                                establish
                                establish anything
                                           anything for   statute of
                                                     for statute   of limitations
                                                                        limitations
                                purposes)(C.R. 121-125)

                ******* 4 year
                          year statute
                               statute—– June
                                         June 15,
                                              15, 2008 *******

      December 31, 2008         Harbor Hospice
                                Harbor  Hospice Balance
                                                    Balance Sheet
                                                              Sheet (C.R.
                                                                     (C.R. 217-219).
                                                                            217-219).
                                This balance sheet establishes
                                                     establishes that as of 12/31/08,
                                                                            12/31/08,
                                Patel was still a limited partner in Harbor Hospice.

      January 1, 2009           2009 General
                                2009  General Ledger
                                                Ledger of Harbor
                                                             Harbor Hospice
                                                                     Hospice (C.R.
                                                                               (C.R.
                                204-206). The
                                204-206).   The 2009
                                                 2009General
                                                         General Ledger
                                                                  Ledger establishes
                                                                          establishes
                                                       limited partner on January 1,
                                that Patel was still a limited
                                2009.




                                         18
                                         18
                ******* 22year
                           yearstatute
                                statute—
                                       – June
                                         June15,
                                              15,2010
                                                 2010 *******

      November 10, 2011          Amendment 4 to the Partnership
                                 Amendment               Partnership Agreement (C.R.
                                 135-140). This
                                 135-140).     This document
                                                     document establishes
                                                                establishes that Patel
                                                                                 Patel
                                             limited partner
                                 was still a limited  partner in Harbor
                                                                 Harbor Hospice
                                                                         Hospice until
                                 November 10, 2011.

      As set forth above, the following documents demonstrate that Patel was still

a partner after June 15, 2008:

           (a) Dated Amendment No. 4 dated November 10, 2011 (C.R. 135-140).
           This document
           This document establishes
                           establishesthat
                                       that Patel
                                            Patel was
                                                  was still
                                                      still a limited
                                                               limited partner
                                                                       partner in
           Harbor Hospice until November 10, 2011.

           (b) Harbor Hospice Balance Sheet as of December 31, 2008 (C.R. 217
             219). This
           - 219).  Thisbalance
                           balancesheet
                                    sheet establishes
                                           establishes that
                                                        that as
                                                             as of
                                                                of December
                                                                   December 31,
                                                                            31, 2008,
                                                                                2008,
           Patel was still a limited partner in Harbor Hospice.

               2009 General
           (c) 2009   General Ledger
                              Ledger of
                                      of Harbor
                                         Harbor Hospice
                                                 Hospice(C.R.
                                                           (C.R.204 204--206).  The
                                                                          206). The
           2009 General Ledger establishes that Patel was still a limited partner on
           January 1, 2009.

There are multiple documents in the summary judgment record that indicate Patel

was still a Limited Partner as of June 15, 2008 and remained a Limited Partner for

a period of time after that date. Therefore,
                                  Therefore, Appellees
                                             Appellees failed
                                                       failed to establish as a matter

of law that they are entitled to judgment on Patel's
                                             Patel’s claims
                                                     claims for breach
                                                                breach of fiduciary
                                                                          fiduciary

duty, breach
duty, breach of the
                 the Partnership
                      Partnership Agreement
                                  Agreement and
                                            and Fraud,
                                                Fraud, under
                                                       under their statute of
                                                             their statute

limitations defense.
limitations          The trial
            defense. The  trial court
                                 court should
                                        should have
                                                have denied
                                                      denied summary
                                                              summary judgment
                                                                       judgment on

limitations grounds
limitations grounds based on these
                    based on  these documents
                                     documents alone.
                                                alone. Nevertheless,
                                                        Nevertheless, even
                                                                       even

considering
considering the
             the remainder
                 remainder of
                           of Appellees’ arguments and
                              Appellees' arguments     evidence on
                                                   and evidence         issue,
                                                                on this issue,

Appellees’ failed
Appellees' failed to
                  to establish
                     establish their limitations defense as a matter of law.
                                          19
                                          19
         Appellees Failed
      2. Appellees Failed To
                          To Establish
                             Establish As
                                       As aa Matter
                                             Matter of
                                                    of Law That Patel Was No
         Longer a Partner in Harbor Hospice On Or Before June 15, 2008

      The evidence relied upon by Appellees was insufficient to justify summary

          Appellees relied
judgment. Appellees  relied upon
                            upon the
                                  the following
                                      following exhibits to establish their statute of

limitations defense (i)
limitations defense (i) the
                        the Parker
                            Parker Letter
                                   Letter (C.R.
                                          (C.R. 121
                                                121 - 125), (ii) the
                                                                 the Certified
                                                                     Certified Mail

Receipt
Receipt for
        for the Parker
                Parker Letter
                       Letter dated
                              dated March
                                    March 29, 2008 (C.R.
                                          29, 2008 (C.R. 134),
                                                         134), (iii) the Dated
                                                                         Dated

Amendment No. 4 (C.R. 135 - 140), (iv) the Undated Amendment No. 4 (C.R. 126

- 129), and (v) deposition excerpts from Patel (C.R. 89 - 100).

             a. The Parker
             a. The  Parker Letter
                               Letter does
                                       does not
                                             not terminate
                                                   terminate Patel's
                                                              Patel's limited
                                                                        limited
                partnership interest

      The Parker
      The Parker Letter
                 Letter does
                        does not
                             not terminate
                                  terminate Patel's
                                             Patel's limited
                                                      limited partnership
                                                               partnership interest.
                                                                            interest.

Therefore, the
Therefore,  the Parker
                Parker Letter
                       Letter is of no
                              is of  no significance
                                         significance for
                                                       for statute
                                                            statute of
                                                                     oflimitations
                                                                         limitations

          The letter
purposes. The  letter isis dated
                           dated March
                                 March 4,
                                       4, 2008
                                          2008 and
                                               and was
                                                   was signed
                                                       signed for by Patel's wife on

March 29,
March 29, 2008.  (C.R. 134).
          2008. (C.R.  134). The
                              TheParker
                                  ParkerLetter
                                         Letter was
                                                was aathreat
                                                       threat and
                                                               and nothing
                                                                    nothing more.
                                                                            more.

Further, in order to terminate Patel's limited partnership interest pursuant to

Section
Section 10.2    the Partnership
        10.2 of the Partnership Agreement
                                Agreement of Harbor
                                             Harbor Hospice,
                                                    Hospice, the general
                                                                 general

partners had to
partners     to unanimously
                unanimously terminate
                            terminate Patel's
                                      Patel's limited
                                               limited partnership
                                                       partnership interest
                                                                    interest

and
and expel
    expel him.  (C.R. 62).
          him. (C.R.  62). The
                            Thesummary
                                summaryjudgment
                                        judgment record
                                                  record does
                                                         does not
                                                              not contain
                                                                  contain

any evidence that
any evidence that the
                  the general
                      general partner
                              partner ever
                                      ever terminated
                                            terminated Patel's
                                                       Patel's interest
                                                               interest in

Harbor Hospice.




                                         20
                                         20
      The Parker
      The Parker Letter
                 Letter is not
                           not sufficient
                               sufficient to trigger
                                             trigger the statute
                                                         statute of
                                                                 of limitations
                                                                     limitations to

               "Generally, aa cause
begin to run. "Generally,      cause of
                                     of action
                                         action accrues
                                                accrues when
                                                        when facts
                                                             facts exist
                                                                   exist that authorize

a plaintiff to seek judicial relief.”
                             relief." See Schneider Nat’l
                                                    Nat'l Carriers, Inc. v. Bates
                                                                            Bates, 147

S.W.3d
S.W.3d 264,
       264, 279
            279 (Tex.
                (Tex. 2004). The Parker
                      2004). The  Parker Letter,
                                         Letter, without
                                                 without further
                                                         further action
                                                                 action by the

general partner
general partner of Harbor Hospice,
                of Harbor Hospice, was
                                   was not sufficient
                                           sufficient to authorize
                                                         authorize a plaintiff to

seek judicial relief. Therefore,
                      Therefore, for
                                  for statute
                                      statute of
                                              of limitations
                                                  limitations purposes,
                                                              purposes, the Parker Letter

is meaningless.

         Appellees' Amended
      In Appellees' Amended Motion for Summary
                                       Summary Judgment,
                                               Judgment, Appellees
                                                         Appellees assert
                                                                   assert

that the Parker
that     Parker Letter
                Letter was
                       was aa "notice
                              "notice of forfeiture". (C.R.
                                      of forfeiture".  (C.R. 31).
                                                             31). However,
                                                                  However, this
                                                                           this

statement is clearly incorrect and demonstrates why Appellees failed to meet their

summary judgment burden to establish that Patel was on actual notice of the loss of

                                      states that
his interest. The Parker Letter never states that Patel's
                                                  Patel's limited
                                                           limited partnership
                                                                   partnership

             been forfeited.
interest had been  forfeited. Because
                               Becausethe
                                       theParker
                                           Parker Letter
                                                  Letter was
                                                         was nothing
                                                             nothing but a threat,
                                                                           threat,

an additional act had to occur to put Patel on notice of his alleged loss before June

15, 2008. Clearly,
          Clearly, this
                    this additional
                         additional act did not occur.

      Additionally, Appellees
      Additionally, Appelleesargue
                              argue in  their Amended
                                     in their Amended Motion
                                                      Motion for
                                                             for Summary
                                                                  Summary

Judgment
Judgment that
          that Patel
               Patel ignored
                      ignoredthe
                              theletter.
                                  letter. (C.R. 29). However,
                                                     However, Appellees
                                                              Appellees failed to

establish as a matter of law
                         law that
                             that Patel
                                  Patel did
                                        did not
                                            not comply
                                                comply with
                                                       with the
                                                             the letter.
                                                                  letter. Patel testified

       deposition that
in his deposition that he did not recall
                                  recall whether his wife brought
                                                          brought the letter
                                                                      letter to his

attention, that
attention, that his wife handled the financials, and that whatever was required he


                                          21
                                          21
    certain his
was certain his wife,
                wife, or
                      or his accountant, would
                         his accountant, wouldhave
                                               havetaken
                                                    takencare
                                                          careofofit.  (C.R. 97).
                                                                   it. (C.R.

Chapman
Chapman was
        was only
            only able to speculate
                 able to speculate that Patel had
                                   that Patel had not
                                                  not complied
                                                       complied with
                                                                with this
                                                                      this

obligation,
obligation,but
            but admitted
                 admittedthat
                          thathe
                               hecould
                                  couldnot
                                        notsay
                                            sayfor
                                                forsure.  (C.R. 117).
                                                    sure. (C.R.       Appellees
                                                                117). Appellees

argument that
argument  that the
                the Parker
                    Parker letter
                            letter put
                                   put Patel
                                       Patel on notice that
                                             on notice that his interest
                                                                 interest may
                                                                          may be
                                                                              be

terminated, oror aa duty
terminated,         duty to
                          to investigate,
                              investigate, is based
                                               based on
                                                      on the
                                                           theinconclusive
                                                                inconclusive and
                                                                              and

undocumented assumption
undocumented assumption that
                         that he
                              he did
                                 did not
                                     not comply
                                         comply with
                                                withits
                                                     itsrequest.
                                                         request. Finally, even if

                  was sufficient
the Parker letter was sufficient to
                                 to give
                                    give rise
                                          rise to
                                                toaaduty
                                                     dutytotoinvestigate
                                                              investigatefurther
                                                                          further—
                                                                                 – and it

was not —
was     – had
          had Patel
              Patel obtained
                    obtained aa copy    the partnership
                                copy of the partnership agreement
                                                        agreement and
                                                                  and all
                                                                      all its

amendments at that time, it would not have evidenced a termination of his interest.

Thus, the Parker Letter is of no consequence.

                Amendment 44 to the
             b. Amendment       the partnership
                                    partnership agreement
                                                agreement was executed on
                November 10, 2011

      According to the Dated Amendment No. 4, the Appellees had not taken any

action to take Patel's limited
                       limited partnership
                               partnership interest
                                           interest until
                                                    until November
                                                          November10,
                                                                   10,2011.
                                                                      2011. (C.R.

135-140). This
135-140). This is
               is less
                   less than
                         than one
                              one year
                                  year before
                                       before Patel
                                              Patel filed
                                                    filed his
                                                          his lawsuit. The Dated
                                                              lawsuit. The Dated

Amendment No. 4 was enough to create a fact issue by itself regarding
                                                            regarding Appellees'

statute of limitations claim.

             c. Undated Amendment 4 No. 4.

          Undated Amendment
      The Undated Amendment No.
                            No. 44 that
                                   that is effective
                                           effective January
                                                     January 1, 2008 does not

establish
establishaa date
            date that
                  that Patel's
                       Patel'scause
                               causeofofaction
                                         actionaccrued.
                                                accrued. (C.R.
                                                          (C.R.126
                                                                126-- 129). The
                                                                      129). The

Undated Amendment
Undated AmendmentNo.
                  No.44 gives
                        gives no indication of
                              no indication    when it
                                            of when it was
                                                        was prepared.
                                                             prepared.
                                          22
                                          22
Furthermore, the
Furthermore,  the Undated
                  Undated Amendment
                          AmendmentNo.
                                    No.44 is  inconsistent with
                                          is inconsistent           Dated
                                                           with the Dated

Amendment No.
Amendment No. 4. Finally,
                 Finally, there
                           there isis no
                                      no summary
                                          summary judgment
                                                   judgment evidence
                                                            evidence that Undated

Amendment No.
Amendment  No.44 was
                 was ever provided to
                     ever provided  to Patel.  Clearly Appellees
                                       Patel. Clearly  Appellees failed
                                                                 failed to

establish
establish as
          as a matter of law that Patel's cause of action accrued
                                                          accrued prior to June 15,

2008.

              d. Appellees
                 Appellees failed
                            failed to
                                   to establish
                                      establish as
                                                as aa Matter
                                                      Matter of Law
                                                                Law that
                                                                     that Patel
                                                                          Patel
                 knew or should
                 knew     should have
                                  have known
                                        known of any injury on or before
                                                                   before June
                                                                          June
                 15, 2008
                 15,2008

           Harbor Hospice
        If Harbor Hospice Managers,
                          Managers, LLC
                                    LLC terminated,
                                         terminated, forfeited,
                                                      forfeited, redeemed
                                                                 redeemed or

otherwise
otherwise transferred
          transferredPatel's
                      Patel'sinterest
                              interestinin Harbor
                                           Harbor Hospice,
                                                  Hospice, itit would
                                                                would have
                                                                      have been
                                                                           been

required to
required    notify Patel
         to notify Patel pursuant
                         pursuant to Section
                                     Section 12.2(b)
                                             12.2(b) of
                                                     of the
                                                         the Harbor
                                                              Harbor Hospice
                                                                      Hospice

Partnership
Partnership Agreement.       66-67). Harbor
            Agreement. (C.R. 66-67). Harbor Hospice
                                            Hospice Managers,
                                                    Managers, LLC failed to

        Furthermore, Section
do so. Furthermore,   Section 3.4
                               3.4ofofthe
                                       theHarbor
                                           HarborHospice
                                                  HospicePartnership
                                                          Partnership Agreement
                                                                      Agreement

required Harbor Hospice to secure Patel's initials on Exhibit "A" to the Partnership

Agreement if
Agreement if his
             his partnership
                 partnership interest
                              interestwas
                                      waschanged
                                          changedorordeleted.
                                                      deleted. (C.R.
                                                               (C.R. 45). Finally,
                                                                     45). Finally,

Section 13.4 of the Harbor Hospice Partnership Agreement clearly provides that no

modification, waiver
modification, waiver of
                     of termination
                        termination of     Agreement shall
                                    of the Agreement shall be effective
                                                              effective unless
                                                                        unless

made in a writing signed by parties
                            parties sought
                                    sought to
                                            to be
                                               be bound
                                                  bound thereby.
                                                         thereby. (C.R. 68).

        Appellees failed
        Appellees  failed to
                           to take
                              take any
                                   any of these actions.
                                       of these actions. These
                                                          These safeguards
                                                                 safeguards were
                                                                            were in

                          limited partner would be placed on notice if his interest
place to make sure that a limited

was changed or deleted. Patel
                        Patel could
                              could reasonably
                                    reasonably rely upon the Appellees to comply

                                         23
                                         23
with the partnership agreement and provide him with the notice required under the

partnership agreement
partnership  agreementififhis
                           his interest
                                interest was
                                         was taken
                                             taken from
                                                   from him     any manner.
                                                        him in any   manner.

Furthermore, Patel
Furthermore, Patel could
                   could reasonably
                         reasonably rely
                                    rely upon
                                         upon the Appellees to comply
                                              the Appellees    comply with the

Partnership
Partnership Agreement
            Agreement and
                      and secure
                          secure Patel's
                                 Patel's signature
                                         signature before
                                                   before any effort was made to

modify the Partnership Agreement.

            e. Patel
               Patel never
                      never testified
                             testified that
                                        that his
                                             his limited
                                                  limited partnership
                                                           partnership interest
                                                                        interest was
                                                                                 was
               terminated, redeemed or transferred to Defendant Arfeen

      Appellees' claim
      Appellees' claim that
                       that Patel
                            Patel was on notice
                                         notice of
                                                of his
                                                   his impending
                                                        impending expulsion
                                                                  expulsion and

that Patel
that Patel simply
           simply choose
                  choose to ignore the
                         to ignore the notification
                                       notification and
                                                     and warning.  (C.R. 32).
                                                         warning. (C.R.  32).

However, these
However,       assertions are not supported by the
         these assertions                      the summary
                                                    summary judgment
                                                             judgment evidence
                                                                      evidence

and are certainly not supported
                      supported by
                                by the
                                   the testimony
                                       testimony of
                                                 of Patel.
                                                    Patel. (C.R. 89 - 100).

         Appellees Failed
      3. Appellees Failed to
                          to Establish
                             Establish as aa Matter
                                             Matter of
                                                    of Law
                                                       Law that
                                                           that Patel's
                                                                Patel's Cause
                                                                        Cause
         of Action for Conversion
                       Conversion and Under the Texas
                                                    Texas Theft
                                                          Theft Liability
                                                                 Liability Act
         Accrued on or Before June 15, 2010

      Appellees' claim
      Appellees'  claim that
                         that Patel's
                              Patel's causes
                                      causes of action for
                                             of action for conversion
                                                            conversion and
                                                                       and for
                                                                           for

violations of the Texas Theft Liability Act accrued
violations                                  accrued before
                                                    before June
                                                           June 15, 2010 and that

Patel knew or should have known that his cause of action for conversion and under

          Liability Act accrued
the Theft Liability     accrued before
                                before June
                                       June 15,
                                            15, 2010. However, Appellees
                                                2010. However, Appellees failed

                                that Patel's
to establish as a matter of law that Patel's cause of action
                                                      action for conversion
                                                                 conversion or under

the Theft Liability Act accrued
                        accrued on
                                on or
                                   or before
                                      before June
                                             June 15,
                                                  15, 2010.
                                                      2010. As set forth above, the

Dated Amendment 4 to the partnership agreement dated November 10, 2011 (C.R.


                                        24
                                        24
135-140) is summary
135-140)    summary judgment
                    judgment evidence
                             evidence that
                                       that Patel
                                            Patel was
                                                  was still
                                                      still a limited partner in

Harbor Hospice until November 10, 2011.

      Appellees alleged that simple due diligence would have revealed the alleged

harm after
harm after Patel's
           Patel's receipt
                   receiptof
                           of the
                               the Parker
                                   ParkerLetter.
                                          Letter. (C.R.
                                                  (C.R. 32). However, if Patel
                                                        32). However,    Patel had

reviewed that Partnership
reviewed      Partnership Agreement
                          Agreement and     amendments thereto between 2008
                                    and all amendments

    November 20,
and November 20, 2011,
                 2011, itit appears
                            appears he
                                    he would
                                       would have
                                             have been
                                                  been listed
                                                        listedas
                                                               as aa partner.
                                                                     partner. (C.R.

        135-140, 171-185).
42 -88, 135-140,           Appellees have failed to establish
                 171-185). Appellees                establish as a matter of law

that Patel could have discovered he was not a partner by reviewing the Partnership

Agreement and amendments thereto.

      Furthermore, ifif Harbor
      Furthermore,      Harbor Hospice
                               Hospice Managers,
                                       Managers, LLC
                                                 LLC terminated,
                                                      terminated, forfeited,
                                                                   forfeited,

redeemed, or
redeemed,    otherwise transferred
          or otherwise transferred Patel's
                                   Patel's interest
                                           interest in Harbor Hospice,
                                                    in Harbor Hospice, it would
                                                                          would

have been
have been required
          required to notify Patel
                   to notify Patel pursuant
                                   pursuant to Section
                                               Section 12.2(b)
                                                       12.2(b) of the
                                                                   the Harbor
                                                                       Harbor

Hospice Partnership
Hospice Partnership Agreement.       66-67). Harbor
                    Agreement. (C.R. 66-67). Harbor Hospice
                                                    Hospice Managers,
                                                            Managers, LLC
                                                                      LLC

failed to do so. Section
                 Section 3.4
                         3.4 of
                             of the
                                 the Harbor
                                     Harbor Hospice
                                            Hospice Partnership
                                                    Partnership Agreement required

Harbor Hospice
Harbor Hospice to  secure Patel's
                to secure Patel's initials
                                  initials on Exhibit "A"
                                           on Exhibit "A" to
                                                           to the
                                                               thePartnership
                                                                   Partnership

Agreement if
Agreement if his
             his partnership
                 partnership interest
                              interestwas
                                      waschanged
                                          changedorordeleted.
                                                      deleted. (C.R.
                                                                (C.R. 45).
                                                                      45). This did

not occur.
    occur. Section
            Section13.4
                    13.4ofofthe
                              theHarbor
                                  HarborHospice
                                         HospicePartnership
                                                 Partnership Agreement
                                                             Agreement clearly
                                                                       clearly

provides that
provides         modification, waiver
         that no modification, waiver of termination
                                         termination of     Agreement shall
                                                     of the Agreement shall be

effective
effective unless
          unless made
                 made in
                      in a writing signed by parties sought to be bound
                                                                  bound thereby.
                                                                         thereby.

(C.R. 68). This
           This also
                also did not occur.


                                        25
                                        25
      Appelleees failed
      Appelleees  failed to
                          to take
                             take any
                                  any of
                                      of these
                                         these actions. These safeguards
                                               actions. These  safeguards were in

                          limited partner would be placed on notice if his interest
place to make sure that a limited

was changed or deleted. Patel
                        Patel could
                              could reasonably
                                    reasonably rely upon the Appellees to comply

with the partnership agreement and provide him with the notice required under the

Partnership
Partnership Agreement
            Agreement and
                      and secure
                          secure his signature
                                     signature if his interest was taken from him

in any manner.

         Appellees Failed
      4. Appellees Failed to
                           to Conclusively
                              Conclusively Establish
                                           Establish Under the Discovery Rule
          that Patel
          that Patel Knew
                     Knew or  or Reasonably
                                 Reasonably Should
                                              Should Have
                                                      Have Known
                                                            Known That
                                                                    That His
                                                                          His
          Interest Was Terminated by June 15, 2008.

      The discovery
      The discovery rule
                     rule defers
                          defers the
                                  the time
                                      time aa cause
                                              cause of
                                                    of action
                                                        action accrues,
                                                               accrues, and
                                                                        and the
                                                                            the

limitation period
limitation period begins,
                  begins, for
                          for certain
                              certain types
                                      types of tort cases. This deferral of accrual is

   exception to
an exception        general rule
             to the general rule under
                                 under which
                                       which a cause of action
                                                        action accrues
                                                               accrues when
                                                                       when a

wrongful act causes some
wrongful            some legal
                         legal injury,
                               injury, even
                                       even if the fact of injury is not discovered
                                                                         discovered

                         all resulting
until later, and even if all  resulting damages
                                        damages have not
                                                     not yet
                                                         yet occurred.
                                                             occurred. See S.
                                                                           S.V.
                                                                              V. v.

R.V.,
R. V., 933 S.W.2d 1, 4 (Tex. 1996). Under
                                    Under the
                                           the discovery
                                               discovery rule,
                                                         rule, the limitation period

starts running from the date the injury is actually discovered
                                                    discovered or the date when the

injury should
injury should have
              have been
                   been discovered
                        discovered if the
                                       the plaintiff
                                            plaintiff had
                                                       hadexercised
                                                           exercised reasonable
                                                                      reasonable

diligence, whichever
diligence, whichever is earlier. See Moreno v. Sterling
                                               Sterling Drug,
                                                        Drug, Inc.,
                                                               Inc., 787 S.W.2d

348, 351 (Tex.
348,     (Tex. 1990);
               1990); Willis    Maverick, 760
                      Willis v. Maverick,     S.W.2d 642,
                                          760 S.W.2d 642, 646 (Tex.
                                                              (Tex. 1988);
                                                                    1988);

Gaddis v. Smith, 417 S.W.2d
                     S.W.2d 577,
                            577, 578
                                 578 (Tex.
                                     (Tex. 1977). The discovery
                                           1977). The discovery rule
                                                                rule applies to

cases    which the
cases in which  the nature
                    nature of
                           of the
                               theinjury
                                   injuryisisinherently
                                               inherently undiscoverable
                                                           undiscoverable and
                                                                          and the
                                                                              the


                                         26
                                         26
evidence
evidence of
         of injury
            injury is objectively
                      objectively verifiable. Both of
                                  verifiable. Both of these
                                                       these circumstances
                                                             circumstances exist in

            Injuries arising
this case. Injuries  arising from
                              from aa breach
                                      breach of
                                             of fiduciary
                                                fiduciary duty are considered inherently

                S.V.,
undiscoverable. S. V., 933
                       933 S.W.2d
                           S.W.2d at 8.

      Appellees failed
      Appellees failed to
                       to establish
                          establish as
                                    as a matter
                                         matter of law that there
                                                            there was
                                                                  was no
                                                                      no genuine
                                                                         genuine

issue of material
issue    material fact
                  fact that
                        that Patel
                             Patel discovered,
                                   discovered, or in
                                                   in the
                                                       the exercise
                                                            exercise of
                                                                      of reasonable
                                                                          reasonable

diligence should
diligence should have
                 have discovered
                      discovered the
                                  the injury
                                       injury before
                                              before June
                                                      June 15,
                                                           15, 2008. Appellees also
                                                               2008. Appellees

failed
failed to establish
          establish as
                    as a matter of law that
                                       that there
                                            there was
                                                  was no
                                                      no genuine
                                                         genuine issue
                                                                 issue of
                                                                       of material
                                                                          material

fact that Patel discovered,
                discovered, or in the
                                  the exercise
                                      exercise of
                                               of reasonable
                                                   reasonable diligence
                                                              diligence should have

discovered the injury before
                      before June
                             June 15,
                                  15, 2010. Significantly, Appellees have failed to
                                      2010. Significantly,

conclusively
conclusively establish
             establish the
                       the date                           should defeat
                           date the injury accrued, which should defeat summary
                                                                        summary

judgment on limitations in and of itself.

               document that Appellees
      The only document      Appellees are relying
                                           relying upon
                                                   upon to establish
                                                           establish that Patel
                                                                          Patel

discovered or should
discovered    should have or in the
                                the exercise
                                    exercise of
                                             of reasonable
                                                 reasonable diligence
                                                            diligence should have

discovered the
discovered  the injury
                 injury before
                        beforeJune
                               June15,
                                    15, 2008
                                        2008 isis the
                                                  the Parker
                                                      Parker Letter. As explained
                                                             Letter. As  explained

above, the
above, the Parker
           Parker Letter
                  Letter was
                         was a threat
                               threat and nothing
                                          nothing more
                                                  more and
                                                       and did
                                                           did not put Patel on

notice that his interest was terminated.

      Moreover, generally,
                generally, a party who is owed a fiduciary duty is relieved of the

responsibility ofof diligent
responsibility      diligentinquiry
                             inquiryinto
                                     intothe
                                          the fiduciary’s
                                              fiduciary's conduct
                                                          conductas
                                                                  as long
                                                                     long as the
                                                                          as the

relationship exists. Id. Patel     reasonably entitled
                         Patel was reasonably entitled to           Sections 3.4,
                                                       to rely upon Sections

12.2(b), and
12.2(b),             the Partnership
         and 13.4 of the Partnership Agreement
                                     Agreement and        should have
                                               and (i) he should have received
                                                                      received


                                            27
                                            27
notice promptly
notice promptly after Appellees allegedly
                after Appellees allegedly terminated
                                           terminatedhis
                                                      his interest,
                                                          interest, and
                                                                    and (ii) his
                                                                        (ii) his

written signature
written signature was required before
                  was required before the
                                       the Partnership
                                            Partnership Agreement
                                                        Agreement could
                                                                  could be
                                                                        be

modified to transfer
modified    transfer his
                     his interest. Since Appellees
                         interest. Since Appellees failed
                                                   failed to
                                                          to comply
                                                             comply with
                                                                    with Sections
                                                                         Sections

     12.2(b), and 13.4
3.4, 12.2(b),     13.4 of
                       of the
                           the Partnership
                                Partnership Agreement,
                                            Agreement, the injury
                                                            injury was
                                                                   was inherently
                                                                        inherently

undiscoverable (the transfer may also be void).

      Finally, there
      Finally, there is clearly a fact
                     is clearly    fact issue
                                         issue based
                                                based upon
                                                       upon the
                                                             thesummary
                                                                 summary judgment
                                                                          judgment

record that
record that well
            well after
                 after June 15, 2008,
                       June 15, 2008, Patel
                                      Patel was
                                            was still
                                                still the
                                                      the owner
                                                          owner of
                                                                of his
                                                                   his limited
                                                                        limited

partnership interest. See 2009 General Ledger
                                       Ledger (C.R. 204 - 206),
                                                          206), Harbor
                                                                Harbor Hospice
                                                                       Hospice

Balance Sheet as of December 31, 2008 (C.R. 217 - 219),
                                                  219), and
                                                        and Dated
                                                            Dated Amendment
                                                                  Amendment

No.
No. 4 dated
      dated November 10, 2011(C.R.
            November 10, 2011(C.R.135
                                   135 -- 140).
                                          140). Appellees
                                                 Appellees have
                                                           have failed
                                                                failed to

establish
establish as
          as a matter of law
                         law that
                             that Patel's
                                  Patel's cause
                                          cause of
                                                of action
                                                   action accrued
                                                          accrued before June 15,

2008 or that
2008    that Patel
             Patel discovered,
                   discovered, or in
                                   in the
                                       the exercise
                                            exercise of
                                                     of reasonable
                                                         reasonable diligence
                                                                    diligence should
                                                                              should

have discovered the injury before June 15, 2008.

      Apparently, the only additional document Appellees relied upon to establish

that Patel
that Patel discovered
           discovered or should have
                      or should have in
                                      in the
                                          the exercise
                                               exercise ofofreasonable
                                                              reasonable diligence
                                                                          diligence

discovered the injury before
                      before June
                             June 15,
                                  15, 2010
                                      2010 is
                                           is Patel's
                                              Patel's 2008
                                                      2008 K-1.
                                                           K-1. Appellees assert in

the Amended
    Amended Motion
            Motion for Summary
                       Summary Judgment
                               Judgment that
                                        that since Patel received
                                             since Patel received his K-1
                                                                      K-1

sometime in
sometime in 2009,
            2009, his
                  his claims
                      claims for
                             for conversion
                                 conversion and
                                            and theft
                                                 theft are
                                                       are time
                                                            time barred.
                                                                 barred. (C.R. 33).

However, Appellees
However, Appellees have
                   have failed
                        failed to
                                to establish
                                   establish as
                                             as aa matter
                                                   matter of law that Patel
                                                                      Patel should
                                                                            should




                                        28
                                        28
have known
have known that
           that his interest
                    interest in Harbor
                                Harbor Hospice
                                       Hospice was
                                               was being
                                                   being taken
                                                         taken from
                                                               from him
                                                                    him as
                                                                        as a

result of a K-1.

      Patel testified that:

                                         Arfeen took
             (i) he was shocked that Dr. Arfeen took his
                                                     his ownership
                                                         ownership interest away
                 (C.R. 222); and

             (ii) he discovered he was no longer a partner in Harbor Hospice right
                 before he retained his attorney (C.R. 96).

      Furthermore, as
      Furthermore,     explained above,
                    as explained           Harbor Hospice
                                 above, if Harbor Hospice Managers,
                                                          Managers, LLC
                                                                    LLC

terminated, forfeited or redeemed Patel's interest in Harbor Hospice, it would have

     required to notify Patel pursuant
been required                 pursuant to Section
                                          Section 12.2(b) of the
                                                              the Harbor
                                                                  Harbor Hospice
                                                                         Hospice

Partnership
Partnership Agreement.                 Harbor Hospice
            Agreement. (C.R. 66 - 67). Harbor Hospice Managers,
                                                      Managers, LLC failed to

        Furthermore, Section
do so. Furthermore,   Section 3.4
                               3.4ofofthe
                                       theHarbor
                                           HarborHospice
                                                  HospicePartnership
                                                          Partnership Agreement
                                                                      Agreement

required Harbor Hospice to secure Patel's initials on Exhibit "A" to the Partnership

Agreement ifif his
Agreement      his partnership
                   partnership interest
                                interestwas
                                        waschanged
                                            changedorordeleted.
                                                        deleted. (C.R.
                                                                 (C.R. 45). Section
                                                                       45). Section

13.4 of
13.4 of the
         the Harbor
              Harbor Hospice
                      Hospice Partnership
                               Partnership Agreement
                                           Agreement clearly
                                                     clearly provides
                                                             provides that
                                                                      that no

modification, waiver
modification, waiver of
                     of termination
                        termination of     Agreement shall
                                    of the Agreement shall be effective
                                                              effective unless
                                                                        unless

made in a writing signed by parties
                            parties sought
                                    sought to
                                            to be
                                               be bound
                                                  bound thereby.
                                                         thereby. (C.R. 68).

      Defendants failed
      Defendants  failed to
                          to take
                              take any
                                   any of
                                       of these
                                          these actions. These safeguards
                                                actions. These  safeguards were in

                          limited partner would be placed on notice if his interest
place to make sure that a limited

was changed or deleted. Patel
                        Patel could
                              could reasonably
                                    reasonably rely upon the Appellees to comply

with the Partnership Agreement and provide him with the notice required under the

                                        29
                                        29
Partnership
PartnershipAgreement
            Agreementififhis
                          his interest
                               interestwas
                                       was taken
                                            taken from
                                                  from him     any manner.
                                                       him in any   manner.

Attempting to slide information past Patel in a K-1 is certainly not sufficient under

the Partnership
the Partnership Agreement
                Agreementororinin light
                                  light of     fiduciary nature
                                        of the fiduciary nature of the parties'
                                                                of the parties’

relationship.

      It would have been reasonable for Patel to believe that unless he received the

notice required
notice required under
                under the
                       the Partnership
                            Partnership Agreement
                                         Agreement and
                                                    and signed
                                                         signed documents
                                                                 documents

terminating or
terminating    otherwise transferring
            or otherwise transferring his
                                      his partnership
                                          partnership interest,
                                                       interest,that
                                                                 that he
                                                                      he was
                                                                         was still
                                                                             still a

limited partner
limited partner and
                and that
                    that no
                         no cause
                            cause of
                                  of action
                                     action had
                                            had yet
                                                yet accrued.
                                                    accrued. After all, there is no

summary judgment
summary judgment evidence
                 evidence suggesting
                           suggestingthat
                                      that Patel
                                           Patel ever signed aa document
                                                 ever signed     document

transferring his interest in Harbor Hospice.

      Finally, according
      Finally, according to       Amendment 4 to
                         to Dated Amendment   to the
                                                  the Partnership
                                                       Partnership Agreement,
                                                                   Agreement,

executed
executed November
         November 10,
                  10, 2011,
                      2011, the
                            the Appellees
                                Appellees had
                                          had not
                                              not taken
                                                  taken any
                                                        any action
                                                            action to
                                                                   to take or

transfer Patel's
transfer Patel's limited
                 limited partnership
                         partnership interest
                                      interestuntil
                                              untilNovember
                                                    November10,
                                                             10,2011.
                                                                 2011. This is less

than one year before Patel filed his lawsuit.

      When one considers
      When     considers the requirements
                              requirements of the
                                               the Harbor
                                                   Harbor Hospice
                                                          Hospice Partnership
                                                                  Partnership

Agreement, the
Agreement, the fiduciary
               fiduciary nature
                         nature of
                                of the parties’ relationship, and Amendment
                                       parties' relationship,     Amendment 4 to

the Partnership
    Partnership Agreement
                Agreement dated
                          dated November
                                November 10,
                                         10, 2011,
                                             2011, aa fact issue clearly
                                                                 clearly exists

regarding whether
regarding whetheror
                  or not
                     not Patel
                         Patel discovered
                               discoveredor
                                          or should
                                             should have
                                                    have in the exercise
                                                         in the exercise of

reasonable diligence
reasonable diligencediscovered
                     discoveredthe
                                theinjury
                                    injurybefore
                                           beforeJune
                                                  June15,
                                                       15,2010.  Patel never
                                                           2010. Patel never

received the notification he was required to receive from the general partner, Patel


                                         30
                                         30
                          Partnership Agreement,
never received an amended Partnership Agreement, and
                                                 and Patel
                                                     Patel was never asked to

sign a document stating that his partnership interest was taken away.

      5. Appellees
         Appellees Failed
                   Failed to
                           to Conclusively
                              Conclusively Negate
                                           Negate Patel's
                                                  Patel’s Affirmative
                                                          Affirmative Defense
         of Fraudulent Concealment.

      The fraudulent
      The fraudulent concealment
                     concealment doctrine
                                 doctrine applies
                                          applies when    defendant makes
                                                  when a defendant  makes

fraudulent
fraudulent misrepresentations
           misrepresentationsor,
                              or, ifif under
                                       under aa duty to disclose, conceals facts from

the plaintiff and thereby prevents the plaintiff from discovering the cause of action

against the defendant.
against     defendant. See Santanna
                           Santanna Natural
                                    Natural Gas v.
                                                v. Hamon
                                                    Hamon Operations,
                                                           Operations, 954

S.W.2d
S.W.2d 885,
       885, 890-891
            890-891 (Tex.
                     (Tex. App.--Austin
                           App.--Austin1997,
                                        1997,pet.
                                              pet.denied).
                                                   denied). As with the
                                                            As with  the

discovery rule,
discovery  rule, this
                  this doctrine
                       doctrine tolls
                                 tolls the
                                        the statute
                                            statute of limitation until
                                                    of limitation until the fraud is
                                                                        the fraud

discovered or could have been discovered with reasonable diligence. See Shell Oil

Co.    Ross, 356
Co. v. Ross, 356 S.W.3d
                 S.W.3d 924,
                        924, 927 (Tex. 2011).
                             927 (Tex. 2011). The
                                               Theelements
                                                   elements of
                                                             of fraudulent
                                                                 fraudulent

concealment include the following: (1) the existence of the underlying tort; (2) the

defendant's knowledge
defendant's knowledge of
                      of the
                         the tort; (3) the defendant's use of deception to conceal

the tort;
the tort; and
          and (4)
               (4) the
                    the plaintiffs
                         plaintiff'sreasonable
                                     reasonable reliance
                                                 reliance on
                                                          on the
                                                              the deception.
                                                                   deception. See
                                                                              See BP

America Prod. Co. v. Marshall,
                     Marshall 342 S.W.3d
                                  S.W.3d 59,
                                         59, 67-69
                                             67-69 (Tex.
                                                   (Tex. 2011).
                                                         2011). A breach of a

fiduciary
fiduciary duty
          duty of disclosure is tantamount
               of disclosure    tantamount to concealment
                                              concealment for purposes of
                                                          for purposes of the

doctrine. See Dernick
              Dernick Resources,
                      Resources, Inc. v.
                                      v. Wilstein,
                                         Wilstein, 312
                                                   312 S.W.3d
                                                       S.W.3d 864, 878 (Tex.
                                                                       (Tex.

App.--Houston [1st
App.--Houston  [1st Dist.]
                    Dist.] 2009,
                           2009, no
                                 no pet.).  Stateddifferently,
                                    pet.). Stated  differently, silence
                                                                 silence constitutes
                                                                          constitutes

fraudulent
fraudulent concealment
           concealmentwhen
                       whenaa defendant
                              defendanthas
                                        has aa duty
                                               duty to disclose
                                                       disclose and its silence
                                                                        silence



                                         31
                                         31
prevents the plaintiff from discovering the injury. See Haas v. George, 71 S.W.3d

904, 913 (Tex. App.—Texarkana 2002, no pet.).

                                  summary judgment evidence demonstrating that
      Appellees failed to present summary

they ever informed Patel that his partnership interest was taken from him, or even

conclusively
conclusivelydemonstrating
             demonstratingwhen
                           whenit itwas
                                     wastaken
                                         takenaway
                                               awayfrom
                                                    from him.  Appellees
                                                         him. Appellees

concealed
concealed the
           the fact
               fact that
                    that Patel’s interest was
                         Patel's interest was transferred
                                              transferred directly
                                                          directlyto
                                                                   to Arfeen. (C.R.
                                                                      Arfeen. (C.R.

                         Appelleeswere
126 - 129, 1353 - 140). Appellees were required
                                        required pursuant
                                                 pursuant to
                                                          to the
                                                              the Harbor
                                                                  Harbor Hospice
                                                                         Hospice

Partnership
Partnership Agreement
            Agreementtoto disclose
                          disclosethis
                                   thisto
                                        to Patel
                                           Patel and
                                                 and did
                                                     did not
                                                         not do so. See Section

12.2(b) the
12.2(b)     Partnership Agreement
        the Partnership Agreement(C.R.
                                  (C.R.66
                                        66-- 67). Appellees were
                                             67). Appellees were required
                                                                 required to

secure Patel's
secure Patel's signature
               signature on     document transferring
                         on any document transferring his
                                                      his interest
                                                          interest to Arfeen but

failed to do so (C.R. 45 and 68). This
                                  This conduct
                                        conduct violated
                                                violated the
                                                          the Partnership
                                                              Partnership Agreement

and was a breach of fiduciary duty. Instead, Appellees
                              duty. Instead, Appellees created two Amendment 4's

in an effort to conceal
                conceal the
                        the improper
                            improper transfer
                                      transfer to
                                                to Arfeen.
                                                   Arfeen. (C.R. 135 - 140 and 126 -

      Thedocumentary
129). The documentary evidence
                      evidence in
                               in the
                                   the record,
                                        record, coupled
                                                coupled with
                                                        with Appellees
                                                             Appellees failure to

comply with the notice provisions of the Partnership
                                         Partnership Agreement, constitutes some

evidence of fraudulent
            fraudulent concealment.
                       concealment. Appellees did not conclusively negate
                                                                   negate Patel’s
                                                                          Patel's

affirmative defense of fraudulent concealment as a matter of law.

      B. ISSUE
      B.  ISSUE TWO:
                  TWO: TheThe Trial
                               Trial Court
                                      Court Erred
                                             Erred in
                                                    in Concluding
                                                        Concluding that
                                                                    that No
                                                                          No
          Genuine Issue
          Genuine  Issue of Material
                            Material Fact
                                     Fact Exists
                                          Exists on Any of Patel's
                                                            Patel’s Asserted
                                                                    Asserted
          Claims.




                                        32
                                        32
                Thetrial
             1. The trialcourt
                          court erred
                                erred in
                                       in granting
                                          granting summary
                                                   summary judgment regarding
                Patel's breach
                Patel's breach of fiduciary
                                   fiduciary duty claims
                                                    claims because
                                                           because the summary
                                                                       summary
                judgment evidence raises questions of material fact.

      Appellees allege that their actions in wrongfully taking possession of Patel's

limited partnership
limited partnership interest
                    interest were appropriate under
                             were appropriate       that Harbor
                                              under that  Harbor Hospice
                                                                  Hospice

Partnership
Partnership Agreement. Appellees also allege
            Agreement. Appellees      allege that since their conduct
                                                              conduct was proper

under the Partnership Agreement and under Texas law, there cannot
                                                           cannot be a breach of

fiduciary
fiduciary duty
          duty claim. However, in
               claim. However,  in order
                                    order totosupport
                                               supportthis
                                                       thisargument,
                                                            argument, Appellees
                                                                      Appellees

assume that
assume              partnership interest
       that Patel's partnership interest was terminated or redeemed
                                         was terminated    redeemed by Harbor
                                                                       Harbor

          (C.R. 33
Hospice. (C.R.  33 -36).
                   -36). As
                          Asexplained
                             explainedabove,
                                       above,aafact
                                                fact issue
                                                      issue exists
                                                            exists regarding
                                                                   regarding whether

Patel's partnership interest
Patel's partnership interest was redeemed, terminated,
                             was redeemed, terminated, or transferred directly
                                                       or transferred directly to

Arfeen. (C.R.
         (C.R. 204
               204 -- 206,
                      206, 207, 208).

      Appellees assert that the elements of a breach of fiduciary duty claim are (i)

plaintiff and defendant
plaintiff     defendant had a fiduciary
                               fiduciary relationship,
                                          relationship, (ii) defendant
                                                             defendant breached
                                                                       breached this

duty, (iii) this breach
duty,            breach resulted
                        resulted in harm to plaintiff
                                            plaintiff or
                                                      or benefit
                                                         benefit to
                                                                  to defendant.
                                                                      defendant. See

Graham
Graham Morg.
       Morg. Corp.
             Corp. v.
                   v. Hall,
                      Hag 307 S.W.3d 472, 479 (Tex. App. - Dallas 2010, no

pet). (C.R.
pet).  (C.R. 33).
              33). Appellees
                    Appelleesallege
                              allege that
                                      that there
                                            there is
                                                   is no
                                                       no requirement
                                                           requirement in law or in the
                                                                       in law       the

Partnership
Partnership Agreement
            Agreement that
                       that prevents
                            prevents them
                                      them from
                                           from rejecting
                                                rejecting Patel
                                                          Patel as their
                                                                   their partner.
                                                                         partner.

(C.R. 35).
(C.R. 35).      Relying
                Relying upon Section 10.2
                        upon Section 10.2 of
                                           of the
                                                thePartnership
                                                     Partnership Agreement
                                                                  Agreement

(Expulsion/Termination Provision),
(Expulsion/Termination Provision), Appellees
                                   Appellees assert
                                             assert that
                                                     that exercising
                                                          exercising aa right under

the Partnership
the Partnership Agreement
                Agreementis isnot
                               notaa breach
                                     breach of
                                             of fiduciary
                                                fiduciaryduty.   (C.R. 30).
                                                          duty. (C.R.  30).


                                          33
                                          33
Apparently, Appellees
Apparently, Appelleesasserted
                      assertedthat
                               thatthere
                                    therewas
                                         was no
                                             no breach
                                                breach of
                                                       of fiduciary
                                                          fiduciary duty
                                                                    duty as
                                                                         as a

matter of law.
matter    law. However,
                However,the
                         thesummary
                             summaryjudgment
                                     judgmentevidence
                                              evidence clearly
                                                        clearly demonstrates
                                                                 demonstrates

that Patel's partnership interest was not terminated in accordance
                                                        accordance with
                                                                   with the terms of

the Partnership Agreement, rather
                           rather itit was
                                       was transferred
                                           transferred directly
                                                       directly to
                                                                 to Arfeen.
                                                                    Arfeen. (C.R. 204 -

206, 207, 208). InInlight
                     lightofofthis
                               thissummary
                                    summaryjudgment
                                            judgmentevidence,
                                                     evidence, Appellees'
                                                               Appellees' reliance
                                                                          reliance

                     the Partnership
upon Section 10.2 of the Partnership Agreement
                                     Agreement is misplaced
                                                  misplaced and cannot support

summary judgment.

      Appellees assertion
      Appellees assertion that
                           that they
                                they did
                                     did not violate
                                             violate the terms
                                                         terms of
                                                               of the
                                                                   the Partnership
                                                                        Partnership

Agreement isis also
Agreement           incorrect. AAcursory
               also incorrect.    cursory review
                                           review of
                                                   ofthe
                                                      thePartnership
                                                          Partnership Agreement
                                                                       Agreement

shows that Appellees violated the following provisions:

      (a)    Section
             Section 3.4 requires
                          requires all general
                                        general partners
                                                 partners and limited
                                                               limited partners
                                                                       partners whose
                                                                                whose
             interest has
             interest has changed
                          changedtotoinitial
                                        initialExhibit
                                                Exhibit"A".
                                                        "A". (C.R.
                                                             (C.R. 45).   This did not
                                                                     45). This
             occur. Section 3.4 is in place to protect a limited partner such as Patel
             to prevent his interest from being taken without his knowledge.

      (b)    Section
             Section 7.2(iii)
                      7.2(iii) prevents
                               prevents the    general partner
                                           the general  partner from
                                                                 from amending
                                                                        amending thethe
             Harbor Hospice
             Harbor  Hospice Partnership
                               Partnership Agreement
                                             Agreement without
                                                         without the
                                                                  the approval
                                                                       approval of
                                                                                 of the
             limited partners
             limited partners owning
                               owning moremore than  50% of the
                                                than 50%       the aggregate
                                                                    aggregate limited
                                                                                limited
             partnership interest.
             partnership            (C.R. 51). Appellees
                         interest. (C.R.        Appellees wrongful
                                                          wrongful transfer
                                                                     transfer of Patel's
             Limited
             LimitedPartnership
                       Partnership Interest to Arfeen
                                      Interest  to Arfeenviolates
                                                           violatesthis      provision.
                                                                      this provision.
             Furthermore, the wrongful transfer was committed without informing
             Patel.

      (c)   Section
            Section 7.2(iv)   prevents the
                     7.2(iv) prevents       general partner
                                        the general   partner from
                                                                from permitting
                                                                      permitting any
                                                                                  any
            assignment or
            assignment      transfer of any
                         or transfer     any portion
                                             portion of
                                                      of the
                                                          the partnership
                                                               partnership agreement
                                                                            agreement
            without the approval of the limited partners owning more than 50% of
            the aggregate
            the  aggregate limited
                            limited partnership
                                     partnershipinterest.
                                                   interest. (C.R.
                                                              (C.R. 51).    Appellees
                                                                     51). Appellees
                                          Limited Partnership Interest violates this
            wrongful transfer of Patel's Limited
                        Furthermore, the
            provision. Furthermore,   the wrongful
                                          wrongful transfer
                                                    transfer was
                                                              was committed
                                                                   committed without
            informing Patel.
                                          34
                                          34
      (d)    Section 8.1 prevents any limited partner from assigning any portion of
             his limited partnership interest without the prior written consent of all
             of the
                thegeneral
                     generalpartners.
                              partners. (C.R.
                                        (C.R. 53
                                               53 - 54).
                                                     54). Furthermore,
                                                           Furthermore, section
                                                                          section 8.1
                                                                                   8.1
             provides that
             provides  thatany   attempted assignment
                            any attempted   assignment which
                                                          which is      permitted by
                                                                 is not permitted
             Section
             Section 8.1 shall be automatically void and ineffective, except
                                                                        except to the
             extent
             extent otherwise
                     otherwise required
                                requiredbyby law.    Appellees wrongful
                                              law. Appellees    wrongful transfer
                                                                           transfer of
             Patel's Limited Partnership
                              Partnership Interest
                                          Interest to Arfeen violates this provision.
                                                                            provision.
             Furthermore, the wrongful transfer was committed without informing
             Patel.

      (g)    Defendants
             Defendantsfailed
                          failedtoto satisfy
                                     satisfySection
                                             Section8.5
                                                     8.5 and
                                                          and 10.2
                                                              10.2 as has been
                                                                   as has  been
             explained above.

      (h)    Section 12.2(a)(iv)
                      12.2(a)(iv) provides
                                  provides that the general partners shall not reduce
             the rights
             the  rights or
                         or interests,
                             interests, or
                                        or enlarge
                                            enlarge the
                                                     the obligations,
                                                          obligations, or the
                                                                           the limited
                                                                                limited
             partners without the prior written consent of all of the limited partners.
                         Appellees wrongful
             (C.R. 66). Appellees    wrongful transfer
                                               transfer of
                                                        of Patel's
                                                           Patel's Limited
                                                                   Limited Partnership
                                                                           Partnership
             Interest violates
             Interest violates this  provision. Furthermore,
                                this provision.   Furthermore, the
                                                                 the wrongful
                                                                     wrongful transfer
                                                                               transfer
             was committed without informing Patel.

      (i)
      (i)    Section 12.2(b) provides that the general partner shall promptly notify
                 limited partners
             the limited  partners of
                                   of any
                                      any such
                                            such amendments.
                                                 amendments. (C.R.
                                                              (C.R. 66).  Appellees
                                                                     66). Appellees
             wrongful transfer
             wrongful   transfer of Patel's
                                     Patel's Limited
                                             Limited Partnership
                                                     Partnership Interest
                                                                 Interest to Arfeen
                                                                             Arfeen
             violates this
             violates       provision. Furthermore,
                       this provision.    Furthermore, the
                                                        the wrongful
                                                            wrongful transfer
                                                                       transfer was
                                                                                was
             committed without informing Patel.

      (j)    Section
             Section 13.4       the Harbor
                      13.4 of the   Harbor Hospice
                                            Hospice Partnership
                                                      Partnership Agreement
                                                                     Agreement clearly
                                                                                 clearly
             provides that no modification, waiver of termination of the Agreement
                    beeffective
             shall be  effectiveunless
                                  unlessmade
                                        madeininaa writing
                                                   writing signed
                                                            signed by
                                                                    by parties sought to
             be bound
                bound thereby.
                        thereby. (C.R. 68).   Clearly,this
                                        68). Clearly,  this did
                                                            did not
                                                                not occur.

      Appellees have
      Appellees have failed
                     failed to establish
                               establish that their conduct
                                                    conduct was proper under the

Harbor Hospice Partnership Agreement.

      Appellees concede
      Appellees concedethat
                        that aa partner’s
                                partner's fiduciary
                                          fiduciary duty
                                                    duty includes:
                                                         includes:(i)
                                                                   (i) aa duty
                                                                          duty of

loyalty to the concern,
loyalty        concern, (ii) a duty
                               duty of
                                    of good
                                       good faith,
                                             faith, fairness
                                                     fairness and
                                                              and honesty
                                                                  honesty in
                                                                          in dealing
                                                                             dealing

with each other on matters pertaining to the partnership, (iii) duty of full disclosure
                                          35
                                          35
on all matters,
on all matters, (iv)
                 (iv) accounting
                       accounting for
                                  for partnership
                                       partnership profits
                                                   profits and
                                                           and property,
                                                               property, and (v)
                                                                         and (v)

refraining from
refraining from competing
                competing or
                          or dealing
                             dealing with
                                     with the partnership
                                              partnership in a manner adverse to

    partnership. (C.R.
the partnership.  (C.R. 34
                        34 at
                           at paragraph
                              paragraph 28). Appellees
                                             Appellees violated
                                                       violated their
                                                                their fiduciary
                                                                      fiduciary duty

to Patel by improperly transferring Patel's limited partnership interest to Arfeen, by

failing
failing to inform Patel
                  Patel of the same, and by failing
                                            failing to
                                                    to pay
                                                       pay Patel
                                                           Patel any
                                                                 any consideration
                                                                     consideration

for the limited
        limited partnership
                partnership interest.
                             interest. (C.R. 96, 222,
                                                 222, 223
                                                      223 and
                                                          and 235). Appellees have
                                                              235). Appellees

failed to establish
          establish as a matter of law that
                                       that Appellees
                                            Appellees did not breach
                                                              breach their fiduciary
                                                                           fiduciary

duty to Patel.

         Appellees did
         Appellees         even suggest
                   did not even  suggest in
                                          in their
                                              theirAmended
                                                    Amended Summary
                                                             Summary Judgment
                                                                      Judgment

Motion that
Motion      they were
       that they were entitled
                      entitled to
                               to summary
                                   summary judgment
                                            judgment if Patel's
                                                        Patel's interest
                                                                 interest was
                                                                          was

transferred directly
transferred directlyto
                     to Arfeen. On the
                        Arfeen. On  the record
                                         record before
                                                 before court,
                                                         court, Appellees
                                                                Appellees failed
                                                                          failed to

establish
establish as
          as a matter of law that
                             that Appellees
                                  Appellees did not breach
                                                    breach their fiduciary duty to

Patel.

                 Thetrial
              2. The trialcourt
                           court erred
                                 erred in
                                        in granting
                                           granting summary
                                                     summary judgment regarding
                 Patel's breach
                 Patel's  breach of    breach of
                                   of breach     of contract
                                                     contract claim
                                                               claim because
                                                                      because the
                                                                               the
                 summary judgment evidence raises questions of material fact.

         Appellees sought
         Appellees sought summary
                          summary judgment
                                  judgment regarding
                                           regarding Patel's
                                                     Patel's claim
                                                             claim for
                                                                   for breach
                                                                       breach of

contract by asserting that Patel could not establish a genuine issue of material fact

regarding the
regarding the element
              element of
                      of breach.            Appellees again
                         breach. (C.R. 36). Appellees again asserted
                                                            asserted that (i) they

were entitled to terminate or expel Patel from Harbor Hospice pursuant to Section

            Partnership Agreement
10.2 of the Partnership Agreement(C.R.
                                  (C.R.36),
                                        36),and
                                             and(ii)  no provision
                                                 (ii) no provision of the Texas
                                                                          Texas


                                         36
                                         36
Business Organizations
Business Organizations Code
                       Code prohibits
                            prohibits partners
                                      partners from agreeing to
                                               from agreeing to expulsion
                                                                 expulsion

provisions in a partnership
provisions      partnership agreement
                            agreement (C.R.
                                      (C.R. 37). However, as explained
                                            37). However,    explained above, a

fact issue exists
fact issue exists regarding
                   regarding whether
                             whether Patel's
                                     Patel's partnership
                                              partnership interest
                                                           interest was
                                                                    was redeemed,
                                                                         redeemed,

terminated, or transferred directly
                           directly to
                                    to Arfeen.
                                       Arfeen. (C.R. 204 - 206, 207, 208).

      Clearly,
      Clearly, if Patel's partnership interest was transferred
                                                   transferred directly
                                                               directly to Arfeen, as

evidenced
evidenced by the documents in the summary
                                  summary judgment record, Appellees violated

Sections
Sections 3.4,
         3.4, 7.2(iii),
              7.2(iii), 7.2(iv),
                        7.2(iv), 8.1,
                                 8.1, 8.5,       12.2(a)(iv), 12.2(b),
                                      8.5, 10.2, 12.2(a)(iv), 12.2(b), and
                                                                       and 13.4
                                                                           13.4 of the

Partnership
PartnershipAgreement.
            Agreement. (C.R.
                       (C.R. 45,
                             45, 51,
                                 51, 53-54,
                                     53-54,66,
                                            66,and
                                                and68).
                                                    68). It is also clear that
                                                                          that if

Patel's partnership
        partnership interest
                    interest was
                             was transferred
                                 transferred directly
                                             directly to
                                                      to Arfeen,
                                                         Arfeen, Section
                                                                 Section 10.2
                                                                         10.2 of the

Partnership
Partnership Agreement
            Agreement does
                      does not
                           not apply.  Substantial summary
                               apply. Substantial   summary judgment
                                                             judgment evidence
                                                                      evidence

exists demonstrating
       demonstrating that
                     that Patel's
                          Patel's interest
                                   interest was
                                            was transferred
                                                 transferreddirectly
                                                            directlyto
                                                                     toArfeen.
                                                                       Arfeen. (C.R.

204 -- 206,
204     206, 207,
              207, 208).
                    208). Substantial
                            Substantialsummary
                                         summaryjudgment
                                                  judgment evidence
                                                            evidence also
                                                                     also exists
                                                                           exists

indicating that
indicating that Appellees
                Appellees failed
                           failed to
                                   to inform
                                      inform Patel
                                             Patel of
                                                   of the transfer and
                                                      the transfer and failed
                                                                       failed to pay

Patel any consideration for the limited partnership interest. (C.R. 96, 222, 223 and

      Therefore, aa fact
235). Therefore,     fact issue
                           issue exists
                                 exists regarding
                                        regarding Patel's
                                                  Patel's claim for breach of contract.

             3. The
                Thetrial
                    trialcourt
                          court erred
                                erred in
                                       in granting
                                          granting summary
                                                   summary judgment regarding
                Patel's conversion
                Patel's  conversion claim
                                      claim because
                                              because the
                                                       the summary
                                                            summary judgment
                                                                     judgment
                evidence raises questions of material fact.

      Appellees sought summary judgment regarding Patel's claim for conversion

   asserting that
by asserting      Patel could
             that Patel could not establish
                                  establish aa genuine
                                               genuine issue
                                                       issue of material fact
                                                             of material fact as to

        expulsion was justified under Section 10.2 of the
whether expulsion                                     the Partnership
                                                          Partnership Agreement
                                                                      Agreement


                                           37
                                           37
and therefore termination of Patel's interest cannot constitute conversion (C.R. 38).

In support of this Argument, Appellees claimed that Patel violated the Partnership

Agreement and
Agreement and triggered
              triggered Section
                        Section 10.2
                                10.2 of
                                     of the
                                        the Partnership
                                            Partnership Agreement.
                                                        Agreement. (C.R. 38).

Appellees also
Appellees also allege
               allege that
                      that they
                           they had every right
                                had every right to take
                                                   take control
                                                        control of
                                                                of Patel's
                                                                   Patel's shares.
                                                                           shares.

(C.R. 38).
(C.R. 38). However,
            However, as
                      asexplained
                         explained above,
                                    above, aa fact
                                               fact issue
                                                     issue exists
                                                            exists regarding
                                                                    regarding whether
                                                                              whether

Patel's partnership interest
Patel's partnership interest was redeemed, terminated,
                             was redeemed, terminated, or transferred directly
                                                       or transferred directly to

         (C.R. 204
Arfeen. (C.R.  204 -- 206,
                      206, 207, 208).

                 partnership interest was transferred
      If Patel's partnership              transferred directly to Arfeen,
                                                                  Arfeen, Appellees
                                                                          Appellees

violated Sections 3.4, 7.2(iii), 7.2(iv), 8.1, 8.5, 10.2, 12.2(a)(iv), 12.2(b), and 13.4

of the Partnership
       Partnership Agreement.
                   Agreement. (C.R. 45, 51, 53-54,
                                            53-54, 66,
                                                   66, and
                                                       and 68). Further, if Patel's
                                                           68). Further,

partnership interest
partnership  interestwas
                     was transferred
                         transferreddirectly
                                     directlytoto Arfeen,
                                                  Arfeen, Section
                                                          Section 10.2
                                                                  10.2 of  the
                                                                       of the

Partnership Agreement does not apply.

      Substantial
      Substantial summary
                  summary judgment
                          judgment evidence exists demonstrating
                                   evidence exists demonstrating that Patel's
                                                                      Patel's

interest was transferred
             transferred directly
                         directlyto
                                  to Arfeen.
                                     Arfeen. (C.R. 204 - 206,
                                                         206, 207,
                                                              207, 208).
                                                                   208). Substantial

summary judgment evidence
                 evidence also exists indicating that Appellees failed to inform

Patel
Patel of the
         the transfer
              transfer and
                       and failed
                            failed to
                                    to pay
                                        pay Patel
                                             Patel any
                                                    any consideration
                                                         consideration for the
                                                                            the limited
                                                                                 limited

partnership interest.
partnership  interest. (C.R. 96, 222, 223
                                      223 and 235). Therefore,
                                          and 235).  Therefore, aa fact
                                                                    fact issue
                                                                          issue exists
                                                                                exists

regarding Patel's claim for conversion.

         The trial
      4. The  trial court
                     court erred
                            erred iningranting
                                       grantingsummary
                                                 summary judgment
                                                            judgment regarding
                                                                       regarding
         Patel's claim
         Patel's claim for Texas
                             Texas Theft
                                      Theft Liability
                                            Liability Act
                                                      Act violations
                                                          violations because
                                                                     because the
         summary judgment evidence raises questions of material fact.


                                          38
                                          38
      Appellees sought summary
      Appellees        summary judgment
                               judgment regarding
                                        regarding Patel's           violations
                                                  Patel's claim for violations

of the
   the Texas
       Texas Theft
             Theft Liability
                   Liability Act
                             Act by asserting
                                    asserting that
                                              that Patel
                                                   Patel could
                                                         could not
                                                               not establish
                                                                   establish a

genuine issue of material fact as to whether
                                     whether expulsion
                                             expulsion was justified under Section

10.2 of the
10.2     the Partnership
              Partnership Agreement
                          Agreement and
                                    and therefore
                                         therefore termination
                                                    termination of Patel's
                                                                   Patel's interest
                                                                            interest

cannot constitute
       constitute theft
                  theft (C.R.
                        (C.R. 38).  In support
                              38). In   support of
                                                of this
                                                    this Argument,
                                                         Argument, Appellees
                                                                   Appellees claimed

           violated the Partnership
that Patel violated     Partnership Agreement
                                    Agreement and
                                              and triggered
                                                  triggered Section
                                                            Section 10.2
                                                                    10.2 of the

Partnership
Partnership Agreement.
            Agreement. (C.R.
                       (C.R. 38). Appellees also
                             38). Appellees also allege
                                                 allege that had every
                                                                 every right to

take control of Patel's
                Patel's shares.            However, as
                        shares. (C.R. 38). However, as explained
                                                       explained above,
                                                                 above, a fact issue

exists regarding whether Patel's partnership interest was redeemed, terminated, or

transferred directly to
                     to Arfeen. (C.R. 204 - 206, 207, 208).
                        Arfeen. (C.R.

      As is set forth above, if Patel's partnership interest was transferred directly to

Arfeen, Appellees violated Sections 3.4, 7.2(iii), 7.2(iv), 8.1, 8.5, 10.2, 12.2(a)(iv),

12.2(b), and 13.4
             13.4 of the Partnership
                         Partnership Agreement.
                                     Agreement. (C.R. 45, 51, 53-54, 66, and 68).

Additionally, ifif Patel's
Additionally,      Patel's partnership
                           partnership interest was transferred
                                       interest was transferred directly
                                                                directly to Arfeen,
                                                                            Arfeen,

Section 10.2 of the Partnership Agreement does not apply.

      Substantial
      Substantial summary
                  summary judgment
                          judgment evidence exists demonstrating
                                   evidence exists demonstrating that Patel's
                                                                      Patel's

interest was transferred
             transferred directly
                         directlyto
                                  to Arfeen.
                                     Arfeen. (C.R. 204 - 206,
                                                         206, 207,
                                                              207, 208).
                                                                   208). Substantial

summary judgment evidence also exists that Appellees failed to inform Patel of the

transfer and
transfer     failed to pay
         and failed    pay Patel
                            Patel any
                                   anyconsideration
                                       consideration for
                                                      for the
                                                           the limited
                                                                 limited partnership
                                                                          partnership




                                          39
                                          39
interest. (C.R.
interest.  (C.R. 96,
                 96, 222,
                     222, 223
                          223 and
                              and 235).
                                  235). Therefore,
                                         Therefore, aafact
                                                       factissue
                                                            issue clearly
                                                                   clearly exists
                                                                            exists

regarding Patel's claim for violations of the Texas Theft Liability Act.

             5. The
                Thetrial
                    trialcourt
                          court erred
                                erred in
                                       in granting
                                          granting summary
                                                   summary judgment regarding
                Patel's claim
                Patel's  claim for    fraud because
                                 for fraud    because Appellees
                                                        Appellees did   not seek
                                                                    did not  seek
                summary judgment regarding Patel’s
                                                 Patel's fraud claim.

      Appellees did not independently
      Appellees         independently seek summary
                                           summary judgment
                                                   judgment regarding
                                                            regarding Patel’s
                                                                      Patel's

claim
claim for fraud by
                by non-disclosure
                   non-disclosure in Appellees'
                                     Appellees’ Amended
                                                Amended Motion
                                                        Motion for
                                                               for Summary
                                                                   Summary

Judgment.  (C.R. 26-141).
Judgment. (C.R.  26-141). Appellees
                           Appelleesonly
                                     onlysought
                                          soughtsummary
                                                 summary judgment
                                                          judgment regarding
                                                                    regarding

Patel’s fraud claim
Patel's fraud claim in
                    in the
                       the Amended
                           Amended Motion for Summary Judgment based upon the

theory that (i) the fraud claim is barred by statute of limitations, and (ii) Patel did

not suffer damages
           damages as
                   as aa result
                         result of
                                of Patel’s
                                   Patel's fraud claim. These arguments
                                                 claim. These arguments are without

merit and are discussed elsewhere
                        elsewhere in
                                  in this
                                     this brief. It would
                                          brief. It would be
                                                          be reversible
                                                             reversible error for the

trial court
trial court to
             to grant
                 grantAppellees'
                       Appellees’Amended
                                  Amended Motion
                                           Motion for
                                                   forSummary
                                                       Summary Judgment
                                                                Judgment

independently regarding
independently regarding Patel’s
                        Patel's fraud claim because this relief was not requested
                                                                        requested

in the Amended Motion for Summary Judgment. See G&H Towing Co. v. Magee,
                                                                  Mage4

347 S.W.3d 293, 297 (Tex. 2011).

      C. ISSUE
          ISSUETHREE:
                THREE: The TheTrial
                                TrialCourt
                                      CourtErred
                                              ErredininConcluding
                                                        Concluding Appellees
                                                                   Appellees
          Conclusively Established that Patel Did Not Suffer Damages.

      Appellees alleged
      Appellees alleged that
                        that Patel could not establish
                             Patel could     establish injury
                                                       injury from any
                                                                   any alleged
                                                                       alleged

cause
cause of
      of action.  (C.R. 38
         action. (C.R.  38 at
                           at paragraph
                              paragraph 37). In
                                              Infact,
                                                 fact,Appellees
                                                      Appellees alleged
                                                                alleged that"[i]t
                                                                        that"[i]t is

clear that the
clear that  the partnership
                 partnership agreement,
                             agreement, the
                                         the terms    which Plaintiff
                                             terms of which Plaintiff agreed
                                                                      agreed to,
                                                                             to,

provides that any partner who leaves the partnership, either voluntarily or through
                                         40
                                         40
expulsion,
expulsion,leaves
           leaveswith
                 withnothing
                      nothingmore
                              morethan
                                   thanhis
                                        his capital
                                            capital account."  (C.R. 39).
                                                    account." (C.R.  39).

However, Patel
However, Patel did not leave
               did not  leave the
                               the partnership
                                    partnership voluntarily
                                                 voluntarily or
                                                             or though
                                                                 though expulsion.
                                                                         expulsion.

There is no provision in the Partnership Agreement that provides Patel was entitled

                         capital account if his
to nothing more than his capital            his shares
                                                shares were
                                                       were improperly
                                                             improperly transferred
                                                                        transferred

directly to
directly    Arfeen. Pursuant
         to Arfeen.  Pursuant to
                               to Sections
                                   Sections 3.4,
                                            3.4, 8.1,
                                                 8.1, and
                                                      and 13.4
                                                          13.4 of
                                                               of the
                                                                   thePartnership
                                                                       Partnership

Agreement of Harbor Hospice, the alleged transfer to Arfeen is void and that Patel

is entitled to retain
               retain his
                      his limited
                          limited partnership
                                  partnershipinterest.
                                              interest. (C.R.
                                                        (C.R. 42-88). Therefore, under
                                                              42-88). Therefore,

the Partnership Agreement
                Agreement Patel
                          Patel is entitled to the return of his limited
                                                                 limited partnership
                                                                         partnership

interest in Harbor Hospice. Furthermore,
                            Furthermore, since
                                         since Arfeen
                                               Arfeen and
                                                      and Arfeen
                                                          Arfeen Properties have

wrongfully taken the distributions that Patel was entitled to, Patel is entitled a pro-

rata share of the distributions made to Arfeen and/or Arfeen Properties since 2008
                                                          th
(financial amounts
(financial amounts redacted
                   redacted pursuant
                            pursuant to
                                      to Order from the 58
                                         Order from          District Court
                                                        5g1i District Court in

Chapman
Chapman v. Arfeen, et.
        v. Arfeen, et. al.)(C.R.
                       al.)(C.R. 227
                                 227 -- 233).
                                        233). Arfeen
                                               Arfeen wrongfully
                                                       wrongfully received
                                                                   received a

substantial amount of distributions and Arfeen Properties, LP wrongfully received

                amount of distributions
an even greater amount    distributions that
                                        that clearly
                                             clearly belonged
                                                     belonged to
                                                               to Patel. Appellees
                                                                  Patel. Appellees

Amended Motion for Summary Judgment did not address these claims at all.

      Patel
      Patel is also
               also entitled
                    entitled to the
                                 the value
                                     value of
                                           of his
                                               hislimited
                                                   limited partnership
                                                            partnership interest
                                                                         interest under
                                                                                  under

Texas law on the date it was improperly acquired by Arfeen.See Qaddura v. Indo-

European Foods,
European Foods, Inc.,
                 Inc., 141
                       141 S.W.3d
                           S.W.3d 882,
                                  882, 888-890
                                       888-890 (Tex.
                                               (Tex. App.
                                                     App. Dallas
                                                          Dallas 2004);
                                                                  2004);

Aquaplex, Inc. v. Rancho La Valencia, Inc.
                                      Inc,, 297 S.W.3d 768, 775-776 (Tex. 2009);


                                         41
                                         41
         Wilson, 137
Punts v. Wilson, 137 S.W.3d
                     S.W.3d 889, 891 (Tex.
                                     (Tex. App.
                                           App. Texarkana
                                                Texarkana 2004);
                                                          2004); Groves
                                                                 Groves v.

Hanks, 546 S.W.2d 638, 647 (Tex. Civ. App. Corpus Christi 1976); e.g. Business

Organization’s
Organization's Code
               Code Section
                    Section 152.602.. There is
                            152.602.. There is no
                                               no provision
                                                  provision in
                                                            in the
                                                                the Partnership
                                                                    Partnership

Agreement ofofHarbor
Agreement     HarborHospice
                     Hospicetotothe
                                  thecontrary.
                                      contrary. (C.R.
                                                 (C.R.42
                                                       42 -- 88).
                                                             88). Appellees
                                                                   Appellees

Amended Motion for Summary Judgment likewise did not address this claim at all.

         Appellees also
         Appellees      argued that
                   also argued that if
                                    if Patel's
                                        Patel's limited
                                                 limited partnership
                                                          partnership interest
                                                                       interest was
                                                                                was

redeemed then the purchase price of his redeemed interest is limited to his capital
redeemed

account. First
account. First of
               of all,
                  all, Patel's
                       Patel's interest
                               interest was not redeemed
                                                redeemed (see
                                                         (see above). Secondly, the
                                                              above). Secondly,

Business Organization Code provides:

      . .. .. aapartnership
                 partnership agreement
                              agreement governs
                                         governs the relations
                                                      relations of the partners
                                                                       partners and
      between the partners
      between           partners and the
                                      the partnership.
                                           partnership. To    the extent
                                                         To the   extent that
                                                                          that the
                                                                                the
      partnership agreement
      partnership       agreementdoesdoesnot otherwise
                                           not  otherwiseprovide,
                                                            provide,this   chapter
                                                                      this chapter
      and the other partnership provisions govern the relationship of the
      partners and between the partners and the
      partners                                         the partnership
                                                            partnership. Business
                                                                          Business
      Organization’s
      Organization's Code Section 152.002(a)("emphasis
                                        152.002(a)('emphasis added").
                                                               added').

      . . . the redemption price of a withdrawn partner’s
                                                   partner's partnership interest is
      the fair
      the    fair value
                  value of the
                            the interest
                                 interest on the
                                              the date
                                                  date of
                                                       of withdrawal.
                                                           withdrawal. Business
                                                                          Business
      Organization’s
      Organization's Code Section 152.602(a).

      Therefore, if Patel's limited partnership interest was redeemed, Section 8.5
      Therefore,

of the Partnership Agreement would not apply because Appellees failed to provide

Patel with
      with 60 days notice
                   notice as required.
                             required. Since
                                       Since Appellees
                                             Appellees failed
                                                       failed to comply
                                                                 comply with the

terms of the partnership agreement, Texas law applies and Patel would be entitled

to the fair value of his limited partnership interest pursuant to section 152.602(a) of

the Business Organization's Code.
                                           42
                                           42
      Finally, even
      Finally, even if Section 8.5 of
                                   of the
                                       the Partnership
                                           Partnership Agreement
                                                       Agreement applied,
                                                                 applied, Patel is

entitled
entitled to
         to damages. Patel's K-1
            damages. Patel's K-1 for
                                 for the
                                      the year
                                          year 2008
                                               2008 states
                                                     states that
                                                             that Patel
                                                                  Patel received
                                                                         received a

distribution from
distribution  from Harbor
                   HarborHospice
                          Hospiceinin the
                                       the amount
                                           amount of
                                                  of $28,575.00.  (C.R. 141).
                                                     $28,575.00. (C.R.  141).

However, the Harbor Hospice general ledger for the year 2008 does not reflect any

distributions totoPatel.
distributions              (C.R. 234).
                   Patel. (C.R.   234). Patel
                                         Pateltestified
                                                testifiedthat
                                                          thathe
                                                               henever
                                                                  never received
                                                                         received any
                                                                                  any

money. (C.R.
money.  (C.R. 223
              223 and
                   and 235).
                       235). Therefore,
                              Therefore,Appellees
                                         Appelleeshave
                                                   have wrongfully
                                                        wrongfully asserted
                                                                   asserted that

$28,575
$28,575 was
        was paid
            paid to
                 to Patel
                    Patel even
                          even though
                               though itit was
                                           was not.  Clearly, this
                                               not. Clearly,   this would
                                                                    would increase
                                                                           increase

Patel's capital account
                account by
                        by $28,575. Once this
                           $28,575. Once  this inaccurate
                                               inaccurate entry is removed from the

                              account balance
K-1 of Patel, Patel's capital account balance would
                                              would be
                                                    be $28,575. Therefore, even
                                                       $28,575. Therefore,

under Appellees' theory
                 theory of damages,
                           damages, Patel
                                    Patel would
                                          would be entitled to at least $28,575 in

damages. Appellees
damages. Appellees are
                   are unable
                       unable to establish
                                 establish that
                                           that there
                                                there is no genuine
                                                      is no genuine issue
                                                                    issue of

material fact regarding Patel's claim for damages.

      D. ISSUE
      D.  ISSUE FOUR:
                FOUR: The
                        The Trial
                            Trial Court
                                   Court Erred
                                           Erred ininGranting
                                                      Granting Summary
                                                                Summary
          Judgment Because
          Judgment Because Appellees'
                           Appellees' Failed
                                      Failed to Authenticate
                                                Authenticate Any
                                                             Any of Their
          Summary Judgment Evidence.

      Appellees failed
      Appellees           authenticate any of their
                failed to authenticate         their summary
                                                      summary judgment
                                                               judgment evidence.
                                                                        evidence.

(C.R. 26
(C.R. 26 - 141).
           141). No
                  Noaffidavit
                      affidavitwas
                                wasattached
                                    attachedtotoAppelles'
                                                 Appelles' Amended
                                                           Amended Motion
                                                                   Motion for

Summary
Summary Judgment
        Judgment attempting
                 attempting to
                             to authenticate
                                authenticate any
                                             any of the
                                                     the summary
                                                          summary judgment
                                                                   judgment

evidence.  (C.R. 26
evidence. (C.R.  26 -- 141).
                        141). Accordingly,
                               Accordingly,Appellees'
                                            Appellees'summary
                                                       summary judgment
                                                                judgment evidence
                                                                         evidence

                                               admissible as summary judgment
was not authenticated and should not have been admissible

evidence. See Blanche
              Blanche v. First
                         First Nationwide
                               Nationwide Mortg. Corp,
                                                 Corp., 74 S.W.3d
                                                           S.W.3d 444, 451


                                         43
                                         43
(Tex. App.--Dallas
(Tex. App.--Dallas 2002,
                   2002, no
                         no pet.). Accordingly, the trial court
                            pet.). Accordingly,           court erred in granting
                                                                         granting

Appellees' Amended Motion for Summary Judgment.

         Conclusion
      E. Conclusion

      It is clear that fact issues exist regarding Patel's claims
                                                           claims for fraud, breach of

contract,
contract, breach
          breach of fiduciary
                    fiduciary duty, conversion, for
                              duty, conversion, for violations
                                                    violations of           Theft
                                                               of the Texas Theft

Liability
Liability Act,
          Act, and for declaratory
               and for  declaratory relief.
                                    relief. The
                                             Thesummary
                                                  summaryjudgment
                                                           judgment evidence
                                                                     evidence

establishes
establishes fact
             fact issues
                  issues regarding
                         regarding each
                                   each of Patel's claims,
                                        of Patel's claims, Appellees'
                                                           Appellees' statute
                                                                      statute of

limitations defense,
limitations defense, Patel’s fraudulent concealment
                     Patel's fraudulent concealment defense,
                                                    defense, and
                                                             and Patel’s
                                                                 Patel's claim for

damages. The
damages. Thetrial
             trialcourt's
                   court'ssummary
                           summary judgment
                                    judgment ruling
                                              ruling was
                                                     was unwarranted,
                                                          unwarranted, improper
                                                                       improper

and constitutes reversible error.

                                       PRAYER

                          forth herein,
      For the reasons set forth herein, Appellant,
                                        Appellant, Patel, respectfully requests pray

that this Honorable Court reverse the summary judgment granted by the trial court

in its entirety and remand this case to the trial court for a trial on the merits.




                                           44
                                           44
Respectfully submitted,

/s/ Chris M. 7)
/4/ &4414711, Portner
               oftea et


Chris M. Portner
State Bar No.: 24007858
cportner@portnerbond.com
cportner@portnerbond. corn
J. Trenton Bond
State Bar No.: 00785707
tbond@portnerbond.com
P ORTNER ♦. B
PORTNER       OND, PLLC
            BOND,  PLLC
1905 Calder Avenue
Beaumont, Texas 77701
Telephone: (409) 838-4444
            (409) 554-0240
Facsimile: (409)


Anthony Malley, III
State Bar No.: 24041382
tony@mallaw.com
MALLEY LLAW
MALLEY    AW FFIRM,
               IRM, PLLC
                     PLLC
905 Orleans, Suite 110
Beaumont, Texas 77701
Telephone: (409) 212-8888
           (409) 212-8002
Facsimile: (409) 212-8002

 Jamie Matuska
 MATUSKA L
 MATUSKA     AW F
           LAW  FIRM
                 IRM
 State Bar No.: 24051062
jjamie@matuskalaw.com
  amie@matuskalaw. corn
 2809 Highway 69 North
Nederland, Texas 77627
 Telephone: (409) 722-5600
            (409) 727-1290
 Facsimile: (409)




  45
                        CERTIFICATE OF SERVICE

                                                     correct copy of the
      I certify that on October 12, 2015, a true and correct         the foregoing
                                                                         foregoing

instrument was
instrument was provided
               provided to
                        to all known
                               known counsel
                                     counsel of record in accordance
                                                          accordance with the

Texas Rules of Civil Procedure.

David Gaultney
MehaffyWeber, P.C.
823 Congress Avenue, Suite 200
Austin, Texas 78701

David E. Bernsen
Christine L. Stetson
Bernsen Law Firm
420 North MLK, Jr., Pkwy
Beaumont, Texas 77701

Glen W. Morgan
John Werner
Reaud, Morgan & Quinn, LLP
P.O. Box 26005
Beaumont, Texas 77720-6005



                                      /s/ Chris 712,
                                      /4/ &wad   M. Peewit
                                                     Portner
                                      Chris M. Portner




                                       46
                                       46
                     CERTIFICATE OF COMPLIANCE

      This document complies with the typeface requirements of TEX. R. APP. P.

9.4(e), it has been prepared in a conventional typeface no smaller than 14-point for

text and no smaller than 12-point for footnotes. This document
                                      footnotes. This document also complies with

the word-count limitations
               limitations of TEX. R. APP. P. 9.4(i)(3) because it contains 7,034

words.


                                      /s/ Chris M. 7)
                                      /4/ &4414711, Portner
                                                     oftea et
                                      Chris M. Portner




                                        47
                                        47
                           NO. 13-15-00452- CV

            IN THE THIRTEENTH COURT OF APPEALS
               CORPUS CHRISTI-EDINBURG, TEXAS
__________________________________________________________________

                            SANDEEP PATEL,
                               Appellant

                                     v.

          HARBOR HOSPICE OF BEAUMONT, L.P., ET AL,
                             Appellees
__________________________________________________________________

                     172nd Judicial District Court of Jefferson County, Texas
  On Appeal from the 172nd
                      Trial Court Cause No. E-192,576
                 The Honorable Donald J. Floyd, Presiding
__________________________________________________________________

               APPENDIX TO BRIEF OF APPELLANT
__________________________________________________________________

TAB

A     June     2015 Order
      June 18, 2015 Order on
                           onDefendants'
                              Defendants’ Amended
                                           Amended Motion
                                                   Motion for
                                                           for Summary
                                                                Summary
      Judgment
                                                                                    FILED
                                                                                    DISTRICT CLERK OF
                                      TAB A                                         JEFFERSON CO TEXAS
                                                                                    6/18/2015 2:29:33 PM
                                                                                    JAMIE SMITH
                                                                                    DISTRICT CLERK
                                      CAUSE NO.
                                      CAUSE     E-192, 576
                                            NO. E-192,                              E-192576


SANDEEP PATEL                                      §    IN THE DISTRICT COURT OF
                                                   §
vs.
VS.                                                §    JEFFERSON COUNTY, TEXAS
                                                   §
HARBOR HOSPICE OF                                  §
BEAUMONT, L.P., ET AL                              §    172nd nJDICIAL
                                                              JUDICIAL DISTRICT COURT


                             ORDER ON
         DEFENDANTS' AMENDED MOTION FOR SUMMARY JUDGMENT
                                          1"'#

       On   ---¥~~-___:1:.......::8::._.
                                   i 8_______, 2015 the Court
                                                        Court considered
                                                              considered Qamar

Arfeen, Harbor H
               H pice
                  piceofofBeaumont
                           BeaumontLP,
                                    LP,Harbor
                                        HarborHospice
                                              HospiceManagers,
                                                      Managers, LLC
                                                                LLC and
                                                                    and Arfeen
                                                                        Arfeen Properties,

                     for Summary Judgment, and ORDERS that Defendants' Motion is in all
LLP's Amended Motion for

things GRANTED.
       GRANTED. Plaintiff's
                 Plaintiff'sclaims
                             claimsare
                                    aredismissed  in their entirety
                                        dismissed in

       All other relief not herein
                            herein granted
                                   granted isis expressly
                                                expresslydenied.
                                                          denied. This
                                                                  ThisOrder
                                                                       Order is
                                                                              is final
                                                                                 final and
                                                                                       and appealable.
                               ,.i(


       SIGNED             /8
              on this 18 day
       SIGNEDonthis             ~d
                             of C:
                          dayof                 ~
                                  )<L-t.-4t.sl-.----                      ,,2015.
                                                                            2015.




                                                 JUDGE PRESIDING




                                                                                                   255
                                                                                                   255
