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Appellate attorney Mike Northrup and commercial litigator Bill Siegel secured a reversal of a summary judgment from the Fort Worth Court of Appeals in a contract dispute involving the rescission of an agreement to purchase a membership interest in a limited liability company.

Rescinding the Sale of Membership Interest

Danny Prince purchased a membership interest in Hospice Care Partners, LLC from owner Robert Weleba. Two years later, Prince and Weleba signed a recission agreement rescinding the original sale of the membership interest, but the agreement did not specify when Weleba had to return Prince’s purchase money. After Prince made demand for repayment, Weleba advised Prince that he had applied Prince’s funds to a capital call by Hospice Care Partners.

Prince sued Weleba asserting various claims including breach of contract and fraud. Weleba raised the affirmative defense of the statute of limitations bar, as more than four years had passed since the date of the recission agreement. The trial court granted a summary judgment for Weleba on his statute of limitations defense.

Accrual Date to Bring Claims

The court of appeals reversed the summary judgment after concluding that Weleba had failed to establish an accrual date for the causes of action as a matter of law. In particular, there was evidence that Prince’s purchase money had been converted to a loan at the time of the recission agreement and that evidence raised a fact question about when Prince’s claims against Weleba accrued.


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