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Court of Appeals of Texas, First District, Houston
August 13, 2015, Opinion Issued
[*809] Appellants/cross-appellees, Kelly R. Ginn, Green-Span Profiles, L.P., Green-Span [*810] Management, L.L.C., Green-Span Enterprises, Inc., and BKG Investments, L.L.C. (collectively, "Ginn"), challenge the trial court's judgment, entered after a jury trial, awarding appellee/cross-appellant, NCI Building Systems, Inc. ("NCI"), damages in NCI's suit against Ginn [**2] for fraud, breach of fiduciary duty, and unjust enrichment. In thirteen issues, Ginn contends that insufficient evidence supports the jury's findings in favor of NCI on its claims for fraud, breach of fiduciary duty, and unjust enrichment and the trial court erred in charging the jury, disregarding the jury's finding of zero damages on NCI's stock claim, not disregarding the jury's finding that he "did not prove that h[is] [employment] was terminated for cause," granting rescission of the parties' contract, awarding NCI restitution damages, and not awarding him his attorney's fees.
In its cross-appeal, NCI, in two issues, contends that the trial court erred in not awarding it attorney's fees and granting Ginn partial summary judgment on its breach-of-contract claims.
In its fifth amended petition, NCI, "a publicly-traded company . . . headquartered in Houston, Texas," alleged that "[i]t designs, manufactures, markets, and sells metal building systems and components[, including insulated metal panels,] that are used in the construction of metal buildings." Ginn worked for NCI for "over 20 years," serving in the later years of his employment as its executive vice president of [**3] operations. "In this role, Ginn, among other things, was closely involved in NCI's development of new business [and marketing] strategies to expand its insulated metal panel products lines," and he was "tasked with locating and purchasing new equipment that would allow NCI to make insulated metal panels faster and with less labor." By virtue of his position, Ginn received NCI's confidential and proprietary information, including "sales information, pricing data, . . . financial records, . . . [and] customer lists."
During Ginn's employment with NCI, it "periodically awarded [him] unvested restricted stock," and the Restricted Stock Agreements, signed by Ginn in conjunction with the awards, contained non-competition, non-solicitation, and non-disclosure provisions. According to NCI, when Ginn accepted the unvested restricted stock, "he agreed he would not, for five years, engage in a competing business within 250 miles of NCI's manufacturing facilities[,] . . . solicit NCI's employees[,] . . . [or] call upon or solicit NCI's customers or vendors." He also agreed to not disclose or use any of NCI's "confidential" or "proprietary information" or "trade secrets."
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
472 S.W.3d 802 *; 2015 Tex. App. LEXIS 8531 **
KELLY R. GINN, GREEN-SPAN PROFILES, L.P., GREEN-SPAN MANAGEMENT, L.L.C., GREEN-SPAN ENTERPRISES, INC., AND BKG INVESTMENTS, L.L.C., Appellants/Cross-Appellees v. NCI BUILDING SYSTEMS, INC., Appellee/Cross-Appellant
Prior History: [**1] On Appeal from the 11th District Court, Harris County, Texas. Trial Court Case No. 2009-35831.
trial court, separate agreement, stock, damages, attorney's fees, laptop, hard drive, vested, terminated, rescission, misrepresentation, asserts, resigned, compete, argues, jury's finding, documents, metal, confidential information, manufacturing, customers, files, covenant, employees, insulated, unjust enrichment, solicit, panels, non-solicitation, limitations
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