# Henry I. Siegel Co., Inc. v. Holliday

> Texas Supreme Court · January 11, 1984 · 27 Tex. Sup. Ct. J. 162

URL: https://www.frixlaw.com/law-library/cases/9765908

## Case

- **Full name:** HENRY I. SIEGEL COMPANY, INC., Petitioner, v. Edna HOLLIDAY, Respondent
- **Court:** Texas Supreme Court
- **Decided:** January 11, 1984
- **Citations:** 27 Tex. Sup. Ct. J. 162; 663 S.W.2d 824; 1984 Tex. LEXIS 306
- **Precedential status:** Published
- **Opinion:** On rehearing by Robertson
- **Judges:** Barrow, Robertson, Ray, Spears
- **Cited by:** 24 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9765908

## Opinion text

ON MOTION FOR REHEARING
ROBERTSON, Justice,
dissenting.
I would grant the motion for rehearing and therefore respectfully dissent. The record reflects that in January of 1980 the Board of Directors of Holly Gram, Inc. adopted a resolution to dissolve the corporation. The three directors, Mr. Alfred Graham, Mrs. Barbara Graham and Mrs. Edna Holliday, decided the two businesses being conducted by Holly Gram, Inc. would be split between the Grahams and Edna Holli-day. The Grahams were distributed all assets of the dress shops and were to pay all corporate debts which had arisen from the operation of the dress shops. Similarly, all assets and liabilities associated with the operation of the shoe store were transferred to Edna Holliday. Edna Holliday thereafter notified the creditors of the shoe store of the dissolution and continued to operate the shoe store paying only those debts previously incurred by the shoe store. The creditors of the dress shops, including Siegel, were never notified and received little if any payment.
Article 1302-2.07 B imposes upon directors of a dissolving corporation the duty to hold the corporate assets as trustees for the benefit of creditors. Failure to exercise this duty in a just and equitable manner results in joint and several liability among directors. Tex.Bus.Corp.Act Ann. art. 6.04, subd. A(3) (Vernon 1980). A director displaying preferential treatment among corporate creditors at dissolution of an insolvent corporation will be held personally liable for the amount of corporate assets the *831 creditor would have otherwise received in a ratable distribution. Waggoner v. Herring-Showers Lumber Co., 120 Tex. 605 , 40 S.W.2d 1, 5 (1931); Tigrett v. Pointer, 580 S.W.2d 375 (Tex.Civ.App.—Dallas 1978, writ ref’d n.r.e.).
The failure of the directors of Holly Gram, Inc. to make a pro rata distribution of corporate assets to corporate creditors was a breach of their fiduciary duty as statutory trustees. Under these circumstances, Texas case law allows a creditor to hold the directors liable “for that portion of the assets that would have been available to satisfy his debt if they had been distributed pro rata to all creditors.” Tigrett v. Pointer, 580 S.W.2d 375, 384 (Tex.Civ.App.—Dallas 1978, writ ref’d n.r.e.). Accordingly, I would reverse the judgment of the court of appeals and affirm the judgment of the trial court.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9765908. Public record. Not legal advice.