Rimkus Consulting Group Inc. v. Cammarata - Ballard Spahr LLP

Case 4:07-cv-00405 Document 450 Filed in TXSD on 02/19/10 Page 136 of 139
A. Bell’s Counterclaim
Rimkus argues that Bell is not entitled to attorneys’ fees under this statute as a matter
of law. When Rimkus filed this suit, it sought to enforce the covenants not to compete and
not to solicit clients contained in the July 14, 2005 Common Stock Purchase Agreement
between Rimkus and Bell. The Agreement states in pertinent part:
WHEREAS, for good and valuable consideration, the
Corporation and the Shareholders have agreed to impose certain
restrictions on said capital stock; and
WHEREAS, the Shareholders mutually agree that it is to their
mutual benefit and in the best interests of the Corporation to
restrict the assignability of the capital stock of the Corporation,
to provide for the control and disposition of the Corporation, to
provide for the orderly transition of ownership in the event of
death, disability or retirement of a Shareholder or other
termination of a Shareholder’s interest in the Corporation, to
provide for the purchase of a Shareholder’s capital stock under
specified conditions and to provide the funds necessary to carry
out such purchases.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and for other valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, it is
mutually agreed by and among the parties to this Agreement as
follows . . . .
(Docket Entry No. 302, Ex. 1 at 1). Rimkus asserts that the primary purpose of this
Agreement was to place conditions on the sale of Rimkus stock to Bell, not to obligate Bell
to render personal services.
Bell responds that Rimkus never sold stock to him. Instead, John Culberson sold Bell
the stock. Bell contends that because Rimkus itself did not provide consideration in the form
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