George Davis, M.D., Anteneh Roba, M.D., Levon Vartanian, M.D., Woodrow Dolino, M.D., Northwest Houston Emergency Specialist Group, PLLC, ESG MD, PLLC, and ESG MLP, LLC v. Alan Bentz, M.D.

Citation: Not availableDocket: 01-15-00230-CV

Court: Court of Appeals of Texas; July 8, 2015; Texas; State Appellate Court

Original Court Document: View Document

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Correction regarding the identity of counsel for Appellee Alan Bentz, M.D., indicates that the former name of the representing law firm was Fulbright, Jaworski, LLP, now correctly identified as Norton Rose Fulbright US LLP. The document lists the contact details of counsel, including Andrew Price, Rachel Roosth, and James Hartle, all from the Houston office.

The document outlines the structure of the Appellee's brief, which includes a table of contents featuring sections such as the statement of the case, statement regarding oral argument, statement of issues presented, statement of facts, summary of the argument, and detailed arguments applying Texas law to uphold the arbitration award. Key arguments include:

1. **Standard of Review** and the presumption in favor of upholding the award due to the lack of a complete record from the arbitration proceedings.
2. **Authority of the Arbitrator** under Section 9.02 to decide disputes not resolved under Section 9.01, clarifying that the arbitrator had the authority to determine remedies without party agreement.
3. Addressing claims of double recovery, asserting that even if it were applicable, it would not justify vacating the award as it compensates for separate injuries.
4. A conclusion that even if the court were to vacate the award, it could not modify it as requested by the Appellants.

The brief includes a certificate of service and a certificate of compliance.

The document includes a series of critical legal instruments and orders related to a specific case. Key components are:

1. **Company Agreement and Awards**: The Company Agreement is referenced (C.R. 112–36), alongside an Award signed on October 15, 2014 (C.R. 1488–92), and a Judgment signed on December 9, 2014 (C.R. 1794–95).

2. **Orders**: Multiple orders were issued on December 9, 2014, confirming the arbitration award (C.R. 1796), denying an application for partial vacatur or modification of the arbitration award (C.R. 1797), and denying motions by individually named respondents to partially vacate or modify the arbitration award (C.R. 1798).

3. **Relevant Statutes**: The document cites several Texas statutes, including TEX. BUS. ORGS. CODE. 101.106 and sections from TEX. CIV. PRAC. REM. CODE. 171.087 and 171.090, along with 9 U.S.C. 9.

4. **Index of Authorities**: A comprehensive index lists case citations, including significant decisions from Texas courts, such as Ancor Holdings, L.L.C. v. Peterson and Nafta Traders Inc. v. Quinn, among others, highlighting precedents relevant to the arbitration and legal proceedings involved.

This summary encapsulates the essential legal frameworks and orders pertinent to the case, underscoring the procedural history and statutory references that guide the legal context.

Dr. Alan Bentz filed claims against three limited liability companies he co-founded and their other founding members after being presented with an ultimatum in late 2011: accept $100,000 for his membership interest or face expulsion. After refusing the offer, he was expelled, although the Company Agreement stated he remained a member until the sale of his interest. Subsequently, the Company attempted to buy his interest but failed to pay the agreed Fair Market Value and redirected his membership distributions to the other members. Following a five-day arbitration in August 2014, Dr. Bentz proved that the Appellants breached the Company Agreement, committed conversion, and violated fiduciary duties. The Arbitrator ruled in his favor, awarding him Fair Market Value for his membership, his wrongfully diverted distributions, pre-judgment interest, and attorneys’ fees, while affirming his membership status until the award date. Dr. Bentz moved to confirm the arbitration award, which was opposed by the Appellants, who sought to re-litigate the case. However, the trial court confirmed the award, denied the Appellants’ motions to vacate it, and the Appellants subsequently filed a notice of appeal. In their appeal, they request the court to disregard the strong presumption in favor of arbitration awards and question the validity of the arbitrator’s decision, claiming reliance on an incomplete record. The assertion of errors presented by the Appellants contradicts Texas law, suggesting that oral argument may not be warranted.

The trial court faced two issues regarding the confirmation of an arbitration award favoring Dr. Bentz against the Individual Appellants. 

Issue 1 questions whether the trial court erred in confirming the award, given that the Arbitrator adhered to the Company Agreement's stipulation for arbitration of all disputes except those specifically outlined in Section 9.01. It also addresses the Arbitrator's decision to grant Dr. Bentz the membership distributions that the Individual Appellants had taken, despite Dr. Bentz's ongoing entitlement to those distributions as a member.

Issue 2 assesses the correctness of the trial court's confirmation of the award, which included damages awarded to Dr. Bentz for the Company’s failure to complete the purchase of his membership interest and for distributing his membership payments to the Individual Appellants while he remained a member.

In terms of background, Dr. Bentz and the Individual Appellants were co-founders of the Company, each holding a 20% membership interest. The Company, comprising three limited liability companies, was successful in staffing an emergency department. Tensions escalated between Dr. Bentz and the Individual Appellants by mid-2011, leading to his proposed ousting. The Individual Appellants threatened to expel him unless he accepted a significantly undervalued offer for his membership interest. Dr. Bentz refused, resulting in his expulsion, which under the Company Agreement did not automatically terminate his membership interest but allowed the Company and other members the option to purchase it.

Following his expulsion, the Company attempted to buy Dr. Bentz’s interest but failed to pay him his rightful membership distributions during the process, instead paying these to the Individual Appellants. Consequently, Dr. Bentz initiated arbitration as per Section 9.02 of the Company Agreement, which governs broader dispute resolutions than the narrower procedures outlined in Section 9.01.

Section 9.01 establishes a procedure for determining the "controlling opinion" on the Fair Market Value of a membership interest, involving the appointment of party-appointed appraisers by Dr. Bentz and the Company. These appraisers, in turn, designated a common appraiser tasked solely with identifying the controlling opinion among the appraisers' valuations. The only other issues addressed under Section 9.01 pertained to the appointment of party-appointed appraisers for purchasers and the common appraiser, which are not relevant to this appeal. 

While the Section 9.01 determination was pending, the Individual Appellants sought to stay the Section 9.02 arbitration, claiming it should only proceed after Section 9.01 was resolved. The trial court agreed, ordering a stay until the completion of the Section 9.01 process. On January 3, 2014, the common appraiser selected the opinion of the Company's appraiser, Reed Tinsley, as the controlling opinion, valuing Dr. Bentz’s membership interest at either $257,969 (asset approach) or $526,796 (income approach). With the controlling opinion established, the Section 9.01 proceeding concluded, allowing the Section 9.02 arbitration to resume.

Extensive discovery followed, including depositions and over 100 pages of prehearing briefs. The arbitration hearing took place from August 19 to August 22, 2014, with a reconvened session on August 29, 2014, during which testimony was presented from Dr. Bentz, the Individual Appellants, non-party witnesses, and expert witnesses. The Individual Appellants opted to only partially transcribe the hearing, resulting in an incomplete record. Ultimately, all parties agreed that the Fair Market Value of Dr. Bentz’s membership interest was $526,796. 

Following the hearing, post-hearing briefs were submitted, and on October 15, 2014, the Arbitrator issued an Award confirming the Fair Market Value of $526,796, consistent with the Section 9.01 determination. The Arbitrator ruled that Dr. Bentz was entitled to this amount due to the Company's breach of the Company Agreement by not paying the purchase price by the contractual deadline.

Dr. Bentz was awarded his pro rata share of membership distributions while he remained a member, as determined by the Arbitrator, who stated that logic and the Agreements necessitate that an expelled member is still entitled to distributions until paid for their interest. Additionally, Dr. Bentz was granted pre-judgment interest, costs, and attorneys’ fees. The trial court confirmed this Award despite Appellants' objections and denied their motions for reconsideration. Subsequently, Appellants initiated malpractice claims against the law firm and attorney who drafted the Company Agreement, alleging they had already satisfied the Judgment, which they had not.

The appeal centers on Appellants' failure to acknowledge their agreement to arbitrate disputes under Section 9.02 of the Company Agreement. Section 9.01 outlines specific procedures for appraiser appointments and Fair Market Value determinations, none of which were decided in the arbitration. After a five-day hearing, the Arbitrator found that Dr. Bentz was entitled to damages for the Company's failure to purchase his membership interest and for the Individual Appellants' wrongful appropriation of his distributions, along with attorneys’ fees for prevailing in the arbitration.

While Appellants argue that the dispute concerns the validity of Dr. Bentz’s expulsion, the core issue also involves the fate of his membership interest post-expulsion, necessitating interpretation of the Company Agreement. Under the Agreement, expulsion allowed the Company and members the right to buy the membership interest but did not compel them to do so. The Company chose to exercise its purchase option yet failed to pay Dr. Bentz the Fair Market Value. Appellants contended that Dr. Bentz's interest ceased to exist post-expulsion; however, Dr. Bentz maintained that his interest remained personal property until officially transferred. The Arbitrator sided with Dr. Bentz's interpretation under Texas law, awarding him compensation for his membership interest, unpaid distributions, attorneys’ fees, prejudgment interest, and costs.

Appellants seek to retry their dispute with the Arbitrator's decision by framing their claims as jurisdictional arguments. They assert that the Arbitrator exceeded his authority by awarding recoveries to Dr. Bentz, despite having agreed to resolve disputes under the broad terms of Section 9.02 of the Company Agreement. The trial court rightly rejected this claim. Additionally, Appellants argue that the Award results in double recovery, which they believe violates Texas common law and necessitates vacatur. However, precedent indicates that double recovery does not justify vacatur, and the Federal Arbitration Act does not permit vacatur based on common law public policy violations. The Award does not entail double recovery, as its components address distinct injuries.

Appellants also request modifications to the Award to preserve the sole favorable finding regarding Dr. Bentz’s expulsion, include a non-existent determination about breach of the Company Agreement, and eliminate unfavorable components. These modifications are impermissible as they were not preserved for appeal, would grant unrequested relief, and improperly separate intertwined issues. The Arbitrator acted within his authority and correctly interpreted Texas law and the Company Agreement. The trial court appropriately deferred to the Arbitrator's decision, which should be upheld to maintain Texas’s pro-arbitration stance and ensure Dr. Bentz receives compensation after nearly four years of delay. The Company, having lost its sole revenue source with the termination of the Hospital Contract during arbitration, risks winding down without resolution. The Court is urged to reject Appellants’ delaying tactics and affirm the Judgment to prevent further hindrance to Dr. Bentz's recovery.

Appellants request the Court to conduct a comprehensive review of the Arbitrator’s reasoning and to set aside parts of the Award, despite the legal standard requiring a "narrow" review of arbitration awards. Under Texas law, specifically TEX. CIV. PRAC. REM. CODE. 171.087 and 9 U.S.C. § 9, a court must confirm an arbitration award unless sufficient grounds for vacating, modifying, or correcting it are presented. A mere error, whether factual or legal, is not adequate for setting aside an award. The burden rests on the non-prevailing party to present a complete record justifying any modification or vacatur, especially when claiming the Arbitrator exceeded his authority. 

Appellants raise two main issues on appeal: first, the trial court's alleged error in confirming the Award due to the Arbitrator exceeding his authority as outlined in the Company Agreement, supplemented by various evidentiary challenges; second, the claim that the Award contravenes a fundamental public policy by permitting double recovery. Appellants seek a modification of the Award to clarify Dr. Bentz's expulsion and assert that they did not breach the Company Agreement. However, their arguments fail for several reasons: A) they lack a complete record of arbitration proceedings, hindering their ability to counter the presumption favoring the Award; B) the Arbitrator appropriately exercised authority in resolving disputes under the Company Agreement; C) there was no double recovery awarded, and even if there were, it would not justify vacatur; and D) the Court cannot grant the modifications sought by Appellants even if it questions the trial court's confirmation of the Award.

Without a complete record of the arbitration proceedings, Appellants cannot challenge the presumption favoring the arbitration award. The non-prevailing party must provide a full record, including a transcript of the arbitration hearing, to justify modifying or vacating the award. Courts compare this requirement to appeals from court judgments, where records must be preserved. Without the complete record, including evidence of complaints, the court assumes the evidence supports the award. Cases like Anzilotti, Nafta Traders, and Statewide Remodeling emphasize that absent a transcript, recollections or attachments cannot substitute for the required record. If a party fails to demonstrate error, the award is presumed correct. Courts have consistently ruled that an incomplete record is insufficient to overturn an arbitrator's decision, as shown in Goldman and Schuster. Appellants incorrectly assert that a complete record is unnecessary to prove the arbitrator exceeded authority; no cases support this claim. The Centex/Vestal case highlights that failing to provide a complete record can be fatal to claims for vacatur. Consequently, with only a limited record presented, the court must presume the evidence supports the award, undermining Appellants' claim for vacatur.

The trial court lacked a complete record of the arbitration proceedings, necessitating a presumption that all issues relevant to the Arbitrator's decision had been presented. Appellants contended that the Arbitrator ruled on unsubmitted issues, but the court rejected this claim due to the absence of records to verify what claims were made. Without documentation of the arbitration, the court could not ascertain whether specific fact issues were raised or whether any issues were tried by consent, and thus must assume there was sufficient evidence supporting the Arbitrator's award.

Regarding the damages awarded to Dr. Bentz, the court was required to presume that the evidence substantiated the award without a complete record. Appellants argued that the award did not meet the “essence” test and constituted double recovery; however, these points were argued before the Arbitrator, with crucial details missing from the appellate record. Dr. Bentz was awarded damages for two distinct injuries: the Fair Market Value of his 20% membership interest, which the Company failed to purchase, and compensation for the membership distributions wrongfully taken by the Individual Appellants. Appellants' own damages expert acknowledged that awarding both the Fair Market Value and distributions would not constitute double recovery if Dr. Bentz was still considered a member post-expulsion, a point confirmed by the Arbitrator's findings. The lack of a complete record from the arbitration proceedings prevents the Appellants from challenging the presumption that evidence supported the awarded damages.

In CC Williams Construction Co. Inc. v. Rico, the non-prevailing party's appeal for vacatur was denied due to their failure to provide a transcript of the arbitration hearing, which was essential for substantiating their claim that the arbitrator exceeded authority and awarded double recovery. The court held that lacking a complete record, including a transcript, resulted in a presumption that the arbitration evidence supported the award. Similarly, in Mega Builders, Inc. v. Paramount Stores, Inc., the appellant's failure to supply the arbitration record thwarted their claim of double counting in the award calculation, reinforcing the necessity of a complete record for vacatur claims. The court emphasized that without such records, it must presume the arbitrator’s decision was justified. In the present case, the Appellants similarly did not provide a complete record, leading to the conclusion that the trial court could not overturn the award or find that the arbitrator exceeded his powers regarding the Fair Market Value of Dr. Bentz’s interest. The Appellants referenced an unofficial transcript from the hearings, which indicated their acceptance of the arbitrator determining the Fair Market Value, provided it stayed within a specified range.

Appellants have failed to provide a complete record of the arbitration, which is essential for the Court to assess the Arbitrator's decisions. The absence of this record prevents the Court from reviewing the hearing's testimonies and arguments, which are crucial for understanding the context. During the hearing, Appellants did not contest that the Fair Market Value of Dr. Bentz’s Membership Interests was $526,796; rather, it was acknowledged by all parties involved. Consequently, the Court must presume the Arbitrator's findings as truthful. 

Despite Appellants' claims that the Arbitrator improperly resolved a dispute regarding Fair Market Value, the Award indicates that no such dispute existed by the end of the hearing. A full record would likely demonstrate that the Arbitrator acted within his powers, but without it, the Court must uphold the Award. Furthermore, the Arbitrator is presumed to have acted within his authority under Section 9.02, as the review focuses on whether the Arbitrator had the jurisdiction to decide the issue rather than the correctness of the decision itself. The burden rests on Appellants to prove that the Arbitrator exceeded his authority, yet their arguments suggesting that the Arbitrator lacked the authority to award Fair Market Value are flawed.

Appellants contend that there was no agreement to grant Dr. Bentz a "buyout" and that the Award fails the "essence" test as it is not "rationally inferable" from the agreement. These claims are refuted for several reasons: 

1. **Arbitrator's Authority**: Section 9.02 of the Company Agreement grants the Arbitrator authority to decide all disputes related to the agreement, except those resolved under Section 9.01. The disputes addressed by the Arbitrator did not fall under Section 9.01, confirming his jurisdiction.

2. **Remedies Authority**: The Arbitrator was authorized to determine appropriate remedies for the disputes under Section 9.02, and the Award was rationally derived from the Agreement, as indicated by the Arbitrator's thorough reasoning.

3. **Scope of Section 9.01**: Section 9.01 outlines procedures for three specific types of disputes, leaving all other disputes to fall under Section 9.02, which the Arbitrator appropriately addressed.

4. **Valuation and Award Details**: The Fair Market Value of Dr. Bentz's interest, determined prior to the arbitration under Section 9.01, was $526,796. The Arbitrator's Award relied on this valuation, countering Appellants' assertion that he overstepped his authority.

5. **Definition of "Buyout"**: Appellants mischaracterize the Award as a "buyout" akin to shareholder oppression cases. Instead, the Arbitrator enforced the Company Agreement by ordering the Company to pay Dr. Bentz the purchase price for his interest, which the Company breached, thereby requiring Dr. Bentz to surrender his interest.

Overall, the Arbitrator acted within his authority and the Award was consistent with the terms of the Company Agreement.

Remedies related to disputes are governed under Section 9.02, not Section 9.01, which only addresses narrow issues. The arbitrator's authority to decide on remedies stems from Section 9.02, as established by the parties’ agreement in the Company Agreement. In this case, the arbitrator awarded Dr. Bentz the purchase price for his membership interest due to the Company's breach of the Company Agreement by failing to complete the purchase by the deadline. Appellants' claims that the arbitrator exceeded his authority by awarding a "buyout" are unfounded; the arbitrator enforced the Company Agreement and awarded damages for the breach. Furthermore, no prior agreement on specific remedies was necessary, as the parties accepted the arbitrator's discretion under Texas arbitration law. The Appellants’ reference to other cases does not support their argument as those cases are not comparable to the current dispute. Texas law allows arbitrators broad discretion in determining remedies, and such relief, even if not available in court, does not invalidate the award.

In Fortune, the arbitration agreement was limited to determining the amounts legatees were entitled to from the estate. The court found that the arbitrators overstepped their authority by awarding land to the executor, as this was beyond the scope of the arbitration provision. In contrast, Section 9.02 of the current agreement grants broad authority to the Arbitrator to resolve all disputes related to the Company Agreement that are not addressed in Section 9.01. Previous cases, such as Gulf Oil Corp. v. Guidry and Burlington Resources, involved arbitrators with restricted powers, leading to awards that exceeded their authority. However, the current arbitration agreement does not impose such limits, allowing the Arbitrator to exercise his broad authority properly. The Appellants argue that Dr. Bentz did not explicitly seek a buyout for his membership interest, but the enforcement of procedural rules regarding pleadings is a matter for the Arbitrator, not the court. Therefore, the procedural requirements in arbitration differ from those in court cases, and the Arbitrator's decisions on these matters should be respected.

The Arbitrator ruled solely on the issues presented, and the Court must dismiss the Appellants’ claims due to the absence of a complete arbitration record, which prevents the Court from verifying the claims and evidence submitted. The Court emphasized that without this record, it cannot ascertain if any factual issues were raised or if certain matters were tried by consent. The Award made by the Arbitrator is rationally inferable from the Agreement, countering the Appellants’ assertion that it failed the "essence" test. They argued that the Arbitrator mistakenly found Dr. Bentz to be a member of the Company post-expulsion, but this claim fails because the essence test does not permit the non-prevailing party to retry the dispute. Furthermore, a document omitted from the record contradicts the Appellants’ position, stating that Dr. Bentz contended that even if expelled, the Company breached the Agreement by not compensating him fairly for his membership interest. The Court clarified that the essence test limits the review to the result of the arbitration, not the merits, and only examines whether the remedy was rationally related to the contract's goals. The Court is not restricted to the Arbitrator's explanations and must determine if the Award is logically connected to the contract's wording and purpose.

The arbitrator correctly interpreted the contract and did not fail in his obligations, as evidenced by a thorough review of pleadings, testimony, documents, and arguments before issuing the final award. A mistake in the law's application does not justify vacating the award under the essence test. The award confirms that Dr. Bentz retained his membership status after expulsion and prior to the sale of his membership interest, which is classified as personal property under Texas law. The Company Agreement does not indicate that membership ceases upon expulsion, but rather stipulates that a member remains until their interest is transferred. The Agreement grants the Company and other members an option to purchase the expelled member's interest at fair market value, to be exercised within 180 days post-expulsion. If they chose to purchase, payment must occur at a closing within 30 days of the option's exercise. If they did not purchase, no transfer would occur, allowing Dr. Bentz to remain a member. Therefore, the claim that an expelled member loses their interest immediately is unfounded.

The Company Agreement permits the purchase of an expelled member's interest, indicating that expulsion does not terminate or forfeit their Membership Interest. The Arbitrator affirmed this interpretation, emphasizing that an expelled member retains their rights until their interest is paid for, including entitlement to distributions. The Appellants incorrectly argued that Dr. Bentz was a "disputed membership interest," but he was actually an expelled member with a disputed fair market value for his interest. The Agreement does not state that expulsion results in loss of membership status. The Arbitrator's decision was appropriate as the award to Dr. Bentz did not constitute a double recovery, which does not justify vacating the award under Texas law. The Appellants' assertion that the Arbitrator violated public policy by awarding both the fair market value of the membership interest and pro rata distributions was unfounded, as public policy against double recovery does not outweigh the general policy favoring arbitration awards.

The policy against double recoveries in Texas does not constitute a fundamental public policy strong enough to justify vacating arbitration awards. While the prohibition against double recoveries is recognized as part of Texas public policy, Appellants failed to reference any Texas cases that support their claim that this policy warrants vacatur of arbitration awards. Instead, they cited cases affirming the principle against double recoveries without addressing the core issue: whether this policy is fundamental enough to overturn the presumption favoring arbitration. The answer is no. Two appellate courts have ruled that double recovery in arbitration does not provide grounds for vacatur. In *Black v. Shor*, the Corpus Christi Court of Appeals dismissed a challenge to an arbitration award based on the one satisfaction rule, asserting that arbitration awards should not be overturned if claims were considered honestly, regardless of potential errors. Similarly, in *Roe v. Ladymon*, the Dallas Court of Appeals upheld an arbitrator's broad discretion to determine remedies, rejecting the notion of modifying an award to eliminate double recovery. Furthermore, cases cited by Appellants do not support their position, as none resulted in vacating an award solely for double recovery; rather, vacatur occurred in instances of constitutional violations, unconscionability, or encouragement of illegal conduct.

In Rubber Co. v. Sanford, the court vacated an arbitration award that upheld an employer's termination of an employee for filing criminal charges against a supervisor before completing the grievance process, citing the award's potential to discourage the reporting of criminal activities and obstruct justice. It affirmed the principle that violations of public policy can ground vacatur under specific circumstances, but emphasized that the policy against double recoveries does not constitute a fundamental policy warranting vacatur. Notably, the Federal Arbitration Act (FAA) establishes exclusive grounds for vacatur, which preempt common law grounds, as clarified by the U.S. Supreme Court in Hall St. Assocs. L.L.C. v. Mattel, Inc. The court also indicated that under the FAA, state common law vacatur reasons, including public policy violations, do not apply when the FAA governs the arbitration. Appellants' claims of double recovery were rebuffed; the award compensating Dr. Bentz was deemed legitimate as it addressed separate injuries, not duplicative recovery for the same injury.

Dr. Bentz's damages are not duplicative, as they address distinct injuries: the Company's failure to compensate him for his membership interest post-purchase election and the Individual Appellants' wrongful appropriation of his share of distributions while he remained a member. The Appellants' claim of double recovery neglects that the "Fair Market Value" serves as the purchase price for Dr. Bentz's membership interest, independent of any distributions received, as agreed upon by the parties. The Company Agreement provided several options for determining the purchase price, ultimately defining it as the Fair Market Value on the last day of the month before expulsion. This arrangement meant that the Appellants accepted the risk of value fluctuations between expulsion and purchase. Consequently, the Arbitrator's award of both the Fair Market Value and Dr. Bentz's share of distributions is not considered double recovery. 

Furthermore, the Appellants' appeal to vacate the Award, except for certain findings, is flawed for three reasons: the Arbitrator did find a breach of the Company Agreement due to the Company's failure to pay Dr. Bentz by the deadline; their modification request on appeal differs from what was previously sought in the trial court; and as this argument was not presented at the trial level, it is waived on appeal.

Appellants seek to modify an arbitration Award instead of vacating it entirely, but such modification is prohibited under Texas law. According to Section 171.091(a)(2) of the Texas Civil Practice and Remedies Code, a court can only modify an award if the arbitrators addressed matters not submitted to them, and the modification does not impact the merits of the decision. The Arbitrator ruled solely on the issues presented, making the requested modification impermissible. Additionally, any modification affecting the merits of the Arbitrator’s decision could render the entire Award void if the invalid portion is not separable from the valid parts. Dr. Bentz’s expulsion from membership directly relates to the claim regarding his entitlement to distributions, establishing that the issues are intertwined. Therefore, if the Court finds any part of the Award invalid, it must vacate the entire Award, as the issues cannot be considered independently. Dr. Bentz requests the Court to reject the Appellants' attempts to modify the Award and affirm the Judgment confirming it.

A Certificate of Compliance certifies that the Appellee’s Brief adheres to the type-volume limitation of Texas Rule of Appellate Procedure 9.4(i)(2)(D), containing 12,413 words, exclusive of exempt sections. The brief was generated using Microsoft Word 2010 and complies with typeface requirements, utilizing a 14-point Times New Roman font. 

The document also includes the Company Agreement for Northwest Houston Emergency Specialists Group, P.L.L.C., a Texas professional limited liability company, effective July 5, 2008. It outlines that the company was organized under the Texas Business Organizations Code, with a registered office and agent designated by the Executive Committee. The company's purpose is to provide physician and medical services, and it plans to comply with requirements to qualify as a foreign limited liability company in other jurisdictions. 

The term of the company starts upon the issuance of a certificate by the Texas Secretary of State and continues as specified. It is explicitly stated that the company is not intended to be a partnership or joint venture, and members will not be considered partners for purposes other than tax laws. Membership rights, voting rights, and the addition of new members are also addressed, indicating that current members are executing the agreement.

Members are required to be licensed physicians in Texas and authorized personnel as defined under Section 301.004 of the Texas Business Organizations Code (TBOC). If a Member disposes of any portion of their membership interest, they retain rights to any remaining interests, and references to the Member’s interests in the document will pertain to the remaining interests. Members, referred to collectively as the "Group," will have a defined "Sharing Ratio" as outlined in Exhibit A.

Voting rights are allocated so that each founding Member has one vote proportional to their Sharing Ratio, while other Members are non-voting unless granted voting rights by unanimous consent of the Executive Committee. Members are prohibited from transferring or assigning their membership interests without adhering to the provisions of the Agreement and TBOC, and any transfer must be approved to become a Member.

In the event of a transfer of interest, the transferring Member must provide written notice to the Company and other Members, detailing the interest to be disposed of, the value, and terms for the transfer. The "Offering Price" is defined as the Fair Market Value of the membership interest. The document stipulates the process for dispossession and the obligations of Members regarding their interests.

Section 2.09 outlines the conditions regarding the sale or transfer of membership interests within the company. It mandates that any member wishing to sell or transfer their interest must first offer it to the company and the other members at the same price and terms as those in any external offer. If neither the company nor the remaining members opt to purchase the interest, the transferring member may sell it to a third party as specified in the Offering Notice, provided they obtain prior consent from the Executive Committee.

In the event of a member’s death or incapacity, the company and remaining members have the option, but not the obligation, to acquire the deceased or incapacitated member's interest. This option must be exercised within a specified period, generally 180 days, unless extended. 

The section also stipulates that any encumbrances on a member's interest, such as mortgages or bankruptcy proceedings, are subject to restrictions outlined in the agreement. It emphasizes adherence to the procedures set forth in Section 2.04 for any proposed disposition of membership interests, ensuring that all transfers comply with the established protocols.

An offering notice must be provided by a party requesting the disposition of a membership interest. The company is obligated to respond to this notice within 30 days, indicating whether it intends to purchase all or part of the membership interest. If the company decides not to purchase, it must inform all other members, who then have 30 days to respond with their interest in purchasing the membership interest. The company will distribute the response notice to the transferring member and other members.

If members choose to purchase the interest, it will be allocated based on their agreement or, in absence of such agreement, pro rata based on their respective shares. The purchase price is to be paid in cash or via check within three days of agreeing to purchase. The selling party must provide necessary conveyance documents at closing, ensuring that the transferred interest is free from encumbrances. The purchasing party is responsible for paying the purchase price and any associated costs, while each party covers its own attorney fees.

The price of a membership interest is defined as the fair market value on the specified date of the transaction, determined according to set guidelines. Any sale of membership interests must comply with the provisions outlined in the agreement, including potential deductions for debts owed by the selling party.

E.Koepl is authorized to dispose of interests under specified conditions outlined in Article 2.04. When submitting an Offering Notice, the party must include an opinion on the fair market value of the membership interest being offered. In case of a dispute regarding the fair market value, it will be resolved according to the procedures in Article 9. Notice of any disposition must be given to all parties involved, and the timelines for responses and other actions are governed by the agreement, notwithstanding any ongoing disputes.

The membership interest's value will be determined based on distributions made only to the owner of the membership interest. The agreement specifies that no person can become a substituted member without the consent of the Executive Committee, and any transfer of interest requires prior written notice to other members. Conditions for recognizing a transfer include compliance with relevant laws, execution of reasonable agreements by the transferring party, payment assurances, and confirmation that the assignee can fulfill the obligations under the agreement.

Despite meeting these requirements, a transfer only gives the assignee the right to receive profits; it does not relieve the assignor from obligations under the agreement unless the assignee is formally admitted as a member by the Executive Committee.

The Executive Committee has the authority to grant or withhold admission of new members to the Company, understanding that the requirements and regulations outlined in the Agreement are essential for achieving the Company’s objectives. New members must be formally admitted with unanimous written consent from the Executive Committee and must execute a joinder agreement to be bound by the terms of the Agreement. Except for founding members, admitted members will not have voting rights and waive any rights to voting as outlined in the Texas Business Organizations Code (TBOC). Additionally, members may not withdraw from the Company until certain conditions are met, and they are entitled to specific rights as detailed in the Agreement. No member or manager will be personally liable for the Company’s debts or liabilities. Expulsion of a founding member can only occur for cause, as determined unanimously by the Executive Committee, which includes gross negligence or breach of the Agreement. A member under consideration for expulsion must be given notice and has a 30-day period to address the grounds for expulsion.

Members may face expulsion from the Company for certain reasons, including felony convictions or failure to meet medical service obligations. The Executive Committee determines the terms of expulsion, requiring a majority vote. Confidentiality is paramount; members must maintain the secrecy of sensitive information related to the Company and may only disclose it under specific conditions, such as legal obligations or with consent from other members. Breaching confidentiality can lead to damages and expulsion. Each member is required to provide medical services for a minimum of eight shifts monthly, with adjustments possible by the Executive Committee if necessary. Capital contributions are outlined, with members not entitled to returns on contributions or interest, and any unpaid capital is not considered a liability of the Company or its members.

Members are not obligated to provide cash or property to the Company. However, if the Company lacks sufficient funds to meet obligations, any Member may, with Executive Committee consent, advance necessary funds, which will be treated as a loan rather than a capital contribution. Distributions are to be determined by the Executive Committee based on "Not Cash Flow," defined as cash derived from Company operations without deducting for certain expenses. The Executive Committee must ensure distributions are sufficient for Members to cover their tax liabilities related to their ownership interests, excluding those tied to salaries or compensation.

Company income, gains, losses, and credits must be allocated to Members in accordance with their Sharing Ratio and U.S. tax regulations. Any conflicting provisions in the Agreement will be amended to align with these intentions. Additionally, allocations regarding contributed property must account for differences between adjusted bases and fair market values for federal income tax purposes, adhering to relevant tax codes and regulations. The Executive Committee retains discretion over such allocations and necessary decisions.

The Company must adhere to the minimum gain chargeback requirements set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2. Upon the transfer of membership interest, income and distributions must be allocated between the transferor and transferee based on the Company's operational results prior to the transfer date, unless otherwise agreed. Management of the Company is vested in the Managers, collectively referred to as the Executive Committee, who have authority to oversee daily operations. Their responsibilities include managing financial obligations, collecting dues, overseeing bank transactions, determining compensation for employees, hiring legal counsel and accountants, purchasing necessary insurance, and conducting administrative affairs. Major decisions, such as the sale or transfer of Company assets, require approval from Members holding at least 75% of the voting shares. The Executive Committee is also tasked with promoting cohesion and success within the Company.

In managing the business and affairs of the Company, the Executive Committee has several responsibilities and limitations. Members cannot act on behalf of the Company in a binding manner or incur expenses unless explicitly authorized by prior resolutions or consents according to specified sections of the governing documents. Each member's ability to vote or consent is defined, with certain decisions requiring a supermajority (75%) of member votes.

The appointment and removal of Managers are contingent upon the majority of founding members still being members of the Company. Managers must be members themselves and can only be removed under specific circumstances, such as resignation, incapacity, or failure to fulfill duties. The Executive Committee can hold regular meetings and special meetings as needed, with notice required for all meetings to ensure all Managers are informed.

A majority of the Executive Committee constitutes a quorum for conducting business, and an act requires a majority of those present at a meeting. The Executive Committee is authorized to delegate authority to individual Managers, who may form committees with specific powers. The Executive Committee can also revoke any delegated authority at any time. The Committee has the authority to appoint a Director and an Assistant Director, both of whom must be Managers, to oversee daily operations and report to the Committee. These positions serve one-year terms and can be renewed annually.

The Director and Assistant Director are empowered to make decisions without prior approval from the Executive Committee, except in cases of violation of Committee rules. Additionally, the Executive Committee is responsible for establishing an annual budget, allocating 50% for the Assistant Director's use, and has the right to adjust the budget as needed. Members, including Managers and Directors, are entitled to reasonable compensation and reimbursement for out-of-pocket expenses incurred while performing their duties.

An annual meeting for Members is mandated to discuss relevant business, with at least 20 days' notice required prior to the meeting as specified by the Executive Committee.

Special meetings of Members can be called by the Executive Committee or by Members holding at least ten percent of the total Voting Shares. Notice of such meetings must be delivered at least ten days in advance and can only address business specified in the notice unless a waiver is provided. A quorum for any meeting requires a majority of Voting Shares represented, either in person or by proxy. Members can vote by written proxy, which is revocable unless stated otherwise. Actions may also be taken by written consent without a meeting, provided the requisite number of Voting Shares approves the action. Meetings can be conducted via conference call or similar means, allowing participants to hear each other. The Executive Committee can designate Officers, who serve at its discretion and may be removed without cause. Member liability is limited to the extent specified in the Certificate and as provided by the Texas Business Organizations Code (TBOC). Members and Officers may engage in other business ventures independently of the Company.

Members of the Company have no obligation to offer participation rights to other Members, Managers, or Officers, provided that any transactions with these individuals are on terms no less favorable than those obtainable from unrelated parties. Each Member is required to indemnify and protect the Company and other Members against any legal claims or losses arising from the Member's actions related to the Company, including court costs and reasonable attorney fees. The Company will similarly indemnify Managers against claims related to their management, except in cases of gross negligence, willful misconduct, or breach of agreement. The Company may also indemnify Officers and employees under similar conditions. 

The Company is responsible for preparing and filing tax returns, ensuring that each Member provides necessary information to facilitate this process. It will deliver copies of tax returns to Members at least ten days before filing. The Company will bear the costs of preparation and filing. Additionally, the Company will adopt certain tax accounting methods, including the calendar year as its fiscal year and the cash or accrual method of accounting as determined by the Manager. The Company will not elect to be excluded from certain tax provisions as long as it has two or more Members.

The Executive Committee is tasked with designating a Manager to act as the Tax Matters Member of the Company, responsible for ensuring compliance with tax-related regulations. This member must inform all other members of significant tax matters within five business days of becoming aware of them and is required to provide copies of all relevant written communications. Any actions taken by the Tax Matters Member require the authorization of a Majority Interest, except for actions mandated by law. Costs incurred by the Tax Matters Member in fulfilling these duties will be borne by the Company.

The Executive Committee is also responsible for maintaining accurate books and records of the Company's transactions and proceedings, which must be accessible for examination by any member's authorized representative during normal business hours. 

Financial reports must be provided to each member within seventy-five days following the end of each taxable year, detailing the Company's financial activities. Additionally, the Executive Committee must establish and maintain separate bank and investment accounts for the Company.

Regarding winding up and termination, the Company will dissolve under specific conditions: expiration of its designated duration, unanimous consent of all members, or a judicial decree of termination. However, if at least one member remains after such an event, the Company will continue its business if a Majority Interest agrees within ninety days. The Executive Committee will oversee these processes.

Promptly upon the occurrence of an event outlined in Section 8.01, unless a specific effect is enacted, the business of the Company will continue under Section 8.02. The Executive Committee must act as liquidators or appoint one or more members to this role. The liquidator is tasked with diligently winding up the Company’s affairs according to the Texas Business Organizations Code (TBOC), ensuring that all operational powers are retained for the liquidator. The costs associated with this winding-up process will be covered by the Company.

Any remaining assets of the Company at the end of the winding-up will be distributed among the members according to their sharing ratios. All distributions to members will be subject to their liabilities for any expenses or obligations incurred prior to the winding-up termination date. Such distributions will constitute a complete return of capital contributions and a full discharge of membership interests in the Company.

Upon completion of the final distribution, the Executive Committee will file a Certificate of Termination with the Texas Secretary of State and undertake any necessary actions to formally dissolve the Company. No member is obligated to cover any deficit balance for any capital account maintained for them.

Dispute resolution procedures have been agreed upon by the parties to address any disagreements related to this agreement. If a purchaser wishes to submit a matter for arbitration concerning the purchaser's appraiser, they must provide written notification and file duplicates with the American Arbitration Association (AAA). Other purchasers must respond within 20 days of the notice to address the dispute or resolution sought.

A 20-day period begins upon mailing a notice of arbitration, during which the American Arbitration Association (AAA) will rank individuals qualified as appraisers based on the number of purchasers involved. The appraisers must meet at the company's principal office on the seventh business day after the notice is sent to select an appraiser. If an appraiser is unable or unwilling to serve, the AAA will repeat the selection process until a suitable appraiser is found. The process includes submitting written notifications and communications to the AAA's regional office in Houston, Texas. Each purchaser must agree on a different time or place for meetings if necessary. The appraisers will strike names from the list provided by the AAA, and the individual with the highest remaining rank will be appointed as the common appraiser. All communications regarding the process must be directed to the designated regional office unless otherwise specified by the AAA.

The procedure for resolving disputes among members involves several key steps. A member initiating the process (the "Initiating Member") must provide written notice to the other members detailing the nature of the dispute, the claim for relief, and identifying individuals authorized to mediate. The responding members have five business days to designate authorized individuals to engage in mediation. These authorized individuals are then required to meet within 30 days to discuss resolution. If unresolved, a direct notification must be sent, and the dispute escalates to mediation.

Authorized individuals must attempt to agree on a mediator within five business days of starting negotiations. If no agreement is reached, they will each submit a list of preferred qualified attorney-mediators, and the highest-ranked mediator will be appointed. Should the selected mediator be unavailable, the next highest-ranked mediator will be contacted until a suitable one is found. Mediation must occur within 45 days after the mediator's selection. Additionally, if further information is needed from either party to prepare for mediation, they must attempt to agree on procedures for the timely exchange of information, facilitated by the mediator if necessary.

Each disputing member must provide a written summary of the matter in dispute to the mediator and other disputing members prior to mediation. The mediator may also request confidential issue papers from each member. During mediation, each member can be represented by an authorized individual and may bring additional persons if permitted by the mediator. The mediator will determine the format of meetings, ensuring all parties have equal opportunity to present their positions and negotiate a resolution, with or without counsel. The mediator is authorized to hold joint meetings and private caucuses, maintaining confidentiality regarding discussions in private sessions unless disclosure is allowed by the disputing member.

The mediation process requires the disputing members to participate in good faith to resolve the dispute. Mediation can conclude through a settlement agreement, the mediator's decision, or a disputing member's declaration after one full day of mediation. If mediation ends without resolution, members agree not to terminate negotiations for five days, although any member may initiate legal proceedings within this period if necessary to avoid statute limitations. Costs incurred by the mediator will be shared equally by the disputing members. The mediator is disqualified from serving as a consultant or expert concerning any disputing member related to the dispute.

All aspects of the mediation process are confidential, prohibiting any recording of sessions and maintaining that all statements made are also confidential and protected.

VICW$ and Oj)G()M Sfl¥A are not subject to discovery or administrative procedures in any litigation involving the parties and cannot be disclosed to anyone, including experts. However, other disclosures are not excluded from discovery. If disputes arise, the parties agree to resolve them through arbitration, giving written notice to the opposing party and simultaneously filing a copy with the regional office or AAA, along with the appropriate fees. The arbitration process is governed by AAA rules unless otherwise directed. Each disputing member must respond within 20 days, detailing their review of the dispute and the desired resolution. The AAA will appoint arbitrators based on the number of disputing parties plus one, and will notify all parties of the appointments. Arbitrations will occur in Houston, Texas, unless agreed otherwise, and will follow the Commercial Arbitration Rules of the AAA. All proceedings will be interpreted according to Texas law, and any determinations made under this procedure can be enforced by a competent jurisdiction.

Under Article 9 of the UttG, legal proceedings can be initiated to enforce or protect awarded rights. The prevailing party in such proceedings is entitled to recover all costs and reasonable attorney fees from the opposing party. Article 10 outlines that each Member acknowledges the importance of non-competition agreements to maintain the Company's integrity. Members are prohibited from competing with the Company during their membership and after leaving, without the Company's consent. They agree not to manage, operate, or maintain interests in any medical practice within a specified Restricted Area during their membership. However, Members may continue to provide ongoing care to specific patients even after their interest in the Company has ended if requested by those patients. 

Article 10 also emphasizes that Members have reasonable access to medical records related to patients they treated. The Company must provide these records upon written request, adhering to applicable laws and hospital policies. Additionally, Members recognize that the covenants and assurances made by each Member are crucial for maintaining the Company's business, particularly regarding employment related to the Company. If a Member competes with the Company in soliciting employees, it could result in harm to the Company's operations.

Members agree to adhere to the terms outlined in Article 10, which governs compensation and distributions related to the Agreement. During a specified protective period, members are prohibited from directly or indirectly employing former employees of the Company. The executive committee retains discretion to modify provisions within Article 10, recognizing that these obligations are essential to enforceable agreements. Members acknowledge that adequate compensation is necessary to mitigate potential harm from breaches of these obligations, with enforcement being crucial to prevent irreparable damage to the Company.

In case of non-compliance with the covenants outlined in Article 10, the Company or its successors may seek remedies, including injunctive relief, against members for breaches deemed to cause significant harm. The Article establishes that the "Buy Out Amount," determined by arbitration, is reasonable, and members consent to its enforcement. The nature of these covenants is considered unique and essential, warranting monetary damages for breaches. If membership is terminated for any reason, specific provisions concerning obligations and payments will apply. All communications regarding this Agreement must be in writing and delivered appropriately.

Notices to members must be delivered to designated addresses listed in Exhibit A or other specified addresses. Notifications to managers must be sent to the address provided in the Certificate, which is considered effective upon receipt. This Agreement constitutes the entire agreement among members regarding the Company, superseding all prior agreements. A waiver or consent by any member does not constitute a waiver of future breaches or defaults. Amendments to the Certificate and Agreement require written approval from members holding at least 75% of voting rights. The Agreement is binding on members and their representatives and is governed by the laws of Texas, excluding its conflict-of-laws rules. If any provision is found invalid, the remaining provisions will continue to be enforceable. The Agreement includes various interpretative provisions regarding gender, singular/plural usage, and references to articles and exhibits. Members are required to execute additional documents to effectuate the Agreement. The Agreement may be executed in multiple counterparts, each constituting a single document. The members acknowledge their execution of this Agreement as of the specified date, with George M. Davis, M.D. listed among the initial members.

Alan E. Bentz, M.D. and several other physicians are involved in a legal matter concerning their respective initial capital contributions, each valued at no less than $200. Each physician holds a 20% sharing and voting ratio. The individuals listed include Woodrow V. Dolino, M.D.; Lavon Vartanian, M.D.; Roba T. Antenah, M.D.; and George M. Davis, M.D. 

The case pertains to the breakup of a group of doctors operating through various limited liability companies associated with the Emergency Medicine Department of Houston Northwest Medical Center, specifically Houston Northwest Emergency Specialists, P.L.L.C., and related entities. An evidentiary hearing was conducted from August 19 to August 22, 2014, and on August 29, 2014, before Arbitrator Robert E. Wood. 

Counsel for both the Claimant and Respondents presented their cases, allowing for testimonies and document submissions. The arbitrator is authorized to determine the arbitrability of disputes related to the agreements among the parties involved, which include provisions under the Commercial Arbitration Rules of the American Arbitration Association and the laws of Texas. The entities are structured to operate collectively, with income flowing to each individual owner.

Tbay incorporates partnerships with statutory limitations similar to corporate shareholders' rights, allowing flexibility in governance akin to a partnership, including the right to assign interests under certain conditions. The Texas Business Organizations Code prohibits the expulsion of members without cause. In a specific case, the Respondents were bound by agreements related to the expulsion of a member, executed by the Executive Committee, which took effect on September 30, 2011. The expulsion was executed unanimously, and claims of misconduct were outlined in the governing documents. Following the expulsion, the Respondents exercised options to purchase the expelled member’s interests, although they did not meet the conditions for a timely purchase as required by the agreement. The fair market value of the expelled member’s interests was acknowledged to be $526,196, with a purchase deadline established within 210 days of the expulsion. Failure to comply would constitute a breach of the agreement. The Respondents were forced to navigate complex provisions due to their inability to finalize the purchase within the stipulated time frame. The outcome resulted in a monetary award to the Claimant of $526,789, plus prejudgment interest, affirming that the nature of membership interests and rights must be explicitly defined in agreements, particularly regarding expulsion, to avoid ambiguity in consequences.

The excerpt outlines the terms and conditions related to the expulsion of a member from a company, detailing the mechanisms for the acquisition of the expelled member's membership interest and the distribution of profits. It emphasizes that, following expulsion, the expelled member's rights to distributions are contingent upon the fulfillment of certain conditions, including payment for their membership interest. The document specifies that no disposition of a membership interest is valid until all requirements are met, and it describes a procedure for the valuation and purchase of the expelled member's interests.

Additionally, it addresses the legal proceedings involving multiple claimants and respondents, identifying that the matter entails 16 counts across various claims. The prevailing party is entitled to recover all costs, expenses, and reasonable attorney fees incurred. The excerpt concludes with a ruling that the claimant is awarded $614,488.18 in costs and fees against specific respondents, while another party is awarded $50,524.91 for its costs and fees.

Claimant is awarded various amounts from multiple respondents based on an arbitration decision. The total awards include $532,064 from NHESG, ESG MLP, and ESG MD jointly and severally; $2,492,10 from George M. Davis; and $249,210 each from Woodrow V. Dolino, Anteneh T. Roba, and Levon Vartanian. Additionally, Claimant recovers $614.48 for costs, expenses, and attorney fees under Section 9.03 of the agreements. Respondent HNBS is entitled to recover $50,824.91 for costs, expenses, and attorney fees. Administrative fees for the AAA total $15,700, and arbitrator compensation amounts to $31,975.93, both to be borne as incurred. Any remaining deposits after all payments will be distributed pro rata among the parties. The award fully resolves all claims that could have been brought in this matter, with any ungranted claims expressly denied. The court confirmed the arbitration award and entered a final judgment accordingly.

Jurisdiction over Dr. Alan Bentz and the Respondents, collectively all parties in the proceeding, has been established by the Court. Dr. Bentz is awarded a total of $532,064 from NHESG, ESG MLP, and ESG MD jointly and severally, along with $249,210 from each of Dr. George Davis, Dr. Woodrow Dolino, Dr. Anteneh Roba, and Dr. Levon Vartanian. Additionally, Dr. Bentz is granted a total recovery of $614,488 from all Respondents jointly and severally. Conversely, NHESG is awarded $50,824.91 from Dr. Bentz. Execution for this Judgment is authorized, allowing Dr. Bentz necessary writs for enforcement. The Judgment resolves all claims and is final and appealable, denying any ungranted claims. 

The Court also confirmed an Arbitration Award dated October 15, 2014, issued by Arbitrator Robert E. Wood, in favor of Dr. Bentz. A final judgment will be entered in accordance with this Award. Additionally, the Court denied the Entity Respondents' Application for Partial Vacatur or Modification of the Arbitration Award.

Houston Northwest Emergency Specialists Group, PLLC, along with ESG MD, P.L.L.C. and ESG MLP, L.L.C., are parties involved in a legal matter in the 190th Judicial District Court of Harris County, Texas. The court addressed a motion from the Individually Named Respondents—George Davis, M.D., Livvon Vartaman, M.D., Anicnch Roba, M.D., and Woodrow Dolino, M.D.—seeking to partially vacate or vacate an arbitration award or, alternatively, to modify it. After reviewing the motion, accompanying briefs, the court's records, and the arguments presented, the court denied the motion.

Additionally, the document references Texas Business Organizations Code § 101.106, which outlines that membership interests in a limited liability company (LLC) are considered personal property and may also be community property under applicable law. It clarifies that a member's rights to participate in management are not community property and that members or assignees do not have an interest in specific company property. Notably, certain sections of the Business and Commerce Code do not apply to membership interests in an LLC, ensuring that provisions in a company agreement remain enforceable even if they would otherwise be ineffective under those sections.

Under V.T.C.A. Civil Practice & Remedies Code Section 171.087, a court is required to confirm an arbitration award upon application by a party unless there are valid reasons to vacate, modify, or correct the award as outlined in Sections 171.088 or 171.091. Additionally, as per Section 171.090, the inability of a court to grant the relief awarded by the arbitrators does not constitute grounds for refusing to confirm the award. 

In the context of U.S. Code Title 9, Section 9, if the parties have specified a court in their arbitration agreement for entering a judgment on the award, any party can apply to that court within one year of the award for confirmation. The court must grant this confirmation unless the award is vacated, modified, or corrected as specified in Sections 10 and 11. If no court is specified, the application should be made to the U.S. court for the district where the award was made. Notice of the application must be served to the opposing party, with the court gaining jurisdiction over that party as if they had appeared in the proceedings. Specific procedures for serving notice vary depending on whether the adverse party is a resident or non-resident of the district.

Dr. Alan Bentz asserts that his expulsion from the partnership was unjustified and violated the Company Agreements, as he was not expelled for legitimate reasons. He argues that Mr. Nguyen lacked the authority to alter the schedule without consent from other doctors and often received bonuses for such changes, undermining the legitimacy of the expulsion. The entities involved—NHESG, ESG MD, ESG MLP, and the individual respondents—are bound by the Company Agreements, which govern the relationships among members and the company.

Citing relevant Texas case law, Bentz contends that all signatories to valid contracts are bound by their terms, and asserts that the entities should be required to buy out his interest and compensate him for damages resulting from their breaches. He references a precedent (In re White) where a terminated employee was entitled to post-termination distributions and a buyout based on the shareholder agreement. Even if the expulsion were considered proper, Bentz claims the respondents still violated the Company Agreements by not providing him with the Fair Market Value of his Membership Interest and failing to adhere to required post-expulsion procedures.