central-austin-apartments-llc-up-32nd-street-llc-and-up-32nd-street ( 2014 )

TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN
JUDGMENT RENDERED DECEMBER 8, 2014
NO. 03-13-00080-CV
Appellants, Central Austin Apartments, LLC; UP-32nd Street, LLC; and UP-32nd Street
Hospitality, LLC// Cross-Appellants, East Avenue Property Owners’ Association, Inc. and
UP Austin Holdings, LP and UP Austin Land Holdings, LP
v.
Appellees, UP Austin Holdings, LP; UP Austin Land Holdings, LP; and East Avenue
Property Owners’ Association, Inc.// Cross-Appellees, Central Austin Apartments, LLC;
UP-32nd Street, LLC; and UP-32nd Street Hospitality, LLC
APPEAL FROM 53RD DISTRICT COURT OF TRAVIS COUNTY
BEFORE CHIEF JUSTICE JONES, JUSTICES PEMBERTON AND ROSE
AFFIRMED IN PART; REVERSED AND RENDERED IN PART; REVERSED AND
REMANDED IN PART -- OPINION BY CHIEF JUSTICE JONES
This is an appeal from the trial court judgment signed on November 30, 2012. Having reviewed
the record and the parties’ arguments, the Court holds that there was reversible error in the trial
court’s judgment.
We affirm the portion of the trial court’s judgment invalidating the December
2011 special assessment by East Avenue Property Owners’ Association, Inc. (the
POA) and the portion denying the POA’s counterclaims against UP Austin
Holdings, LP and UP Austin Land Holdings, LP (collectively, UP Austin) for
payment of the special assessment and attorney’s fees.
We reverse the trial court’s judgment to the extent it invalidates the October 25,
2011 and August 17, 2012 amendments to the Amended and Restated Declaration
of Covenants, Conditions, and Restrictions based on a finding of minority
oppression and vacate the permanent injunction against UP-32nd Street, LLC; we
render judgment that UP Austin take nothing on its minority-oppression claim.
We further reverse the trial court’s judgment denying the unjust-enrichment
claims of UP-32nd Street LLC, Central Austin Apartments, LLC, and UP-32nd
Street Hospitality, LLC (collectively, the Owners) and render judgment that the
POA shall refund the amounts the Owners paid pursuant to the invalid December
2011 assessment as follows: $515,792 to UP-32nd Street, LLC; $291,972 to
Central Austin Apartments, LLC; and $279,701 to UP-32nd Street Hospitality,
LLC, plus interest from the date of this judgment.
We further reverse the portion of the trial court’s judgment concerning (1) UP
Austin’s request for appointment of a receiver under Tex. Bus. Orgs. Code
§ 11.404, (2) UP Austin’s and the Owners’ claims for attorney’s fees, and (3) the
award of conditional post-judgment and appellate attorney’s fees to UP Austin;
we remand those claims and issues to the trial court for further proceedings not
inconsistent with this Court’s opinion.
Each party shall pay the costs of the appeal incurred by that party, both in this Court and the
court below.