In the News

Court Declines Review, Giving Complete Victory to Haynes and Boone Client ARGO Data Resource Corporation

In a complete victory for Haynes and Boone client ARGO Data Resource Corporation, the Texas Supreme Court declined Friday to review the Dallas Court of Appeals decision in Shagrithaya v. ARGO and Martin, in which the Dallas court held that ARGO and its CEO Max Martin had not oppressed or caused harm to ARGO's other shareholder who held a minority position.

The case follows a decision last week by the Texas Supreme Court in Ritchie v. Rupe in which the court refused to recognize a common law cause of action for shareholder oppression in Texas and adopted stricter standards to demonstrate oppression under the Texas Business Organizations Code. >>

In Five-Week Jury Trial, Haynes and Boone Prevails for TGI Fridays™ In Dallas/Fort Worth International Airport Joint Venture Lawsuit

A team of Haynes and Boone, LLP lawyers successfully represented Carrollton, Texas-based TGI Fridays™ in a lawsuit arising over a joint venture dispute involving its restaurants at Dallas/Fort Worth International Airport. Fridays™ currently operates six restaurants at the airport.

The complete win for Fridays came after three years of litigation that culminated in a five-week Dallas state court jury trial. Jurors found for Fridays on its affirmative claims for relief, allowing for dissolution of the joint venture and recovery on a declaratory judgment action. The company was also accused of breach of fiduciary duty, breach of contract, tortious interference and conspiracy but prevailed on all of those claims. >>

Fort Worth, Texas Magazine’s 2013 Top Attorneys List Features Haynes and Boone Lawyers

FORT WORTHFort Worth, Texas magazine recognized 15 Haynes and Boone, LLP lawyers as “2013 Top Attorneys.” >>



Recent Publications

Texas Supreme Court Refuses to Recognize a Common Law Claim for Shareholder Oppression

In a significant decision affecting Texas corporate law, the Texas Supreme Court decided on June 20th there is no common law claim for shareholder oppression in Texas; the court also set the standards and remedies available for oppression claims brought pursuant to the rehabilitative receiver statute in the Texas Business Organizations Code. >>



Karen S. Precella

Partner

Fort Worth


201 Main Street
Suite 2200
Fort Worth, Texas 76102
T +1 817.347.6620
F +1 817.348.2367

Areas of Practice

Education

  • J.D., Southern Methodist University Dedman School of Law, 1991, cum laude; Order of the Coif; Leading Articles Editor, Journal of Air Law and Commerce
  • M.B.A., University of Texas at Arlington, 1983
  • B.S., University of Texas at Arlington, 1979, highest honors

Bar Admissions

  • Texas

Court Admissions

  • United States Supreme Court
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the Northern District of Texas
Karen S. Precella

Equally comfortable on her feet arguing to a trial or appellate court, Karen Precella has won favorable rulings on legal issues from summary judgment to judgment notwithstanding the verdict to appeal. As with oral advocacy, Ms. Precella enjoys the written word as well – searching for exactly the right words to tell the story, explain the law and persuade the court to rule favorably. Ms. Precella, who co-chairs the firm’s appellate practice group, has briefed and argued numerous cases in the Fifth Circuit and Texas appellate courts. She understands that an appellate practice involves not only an in-depth knowledge and respect of the law but also a keen focus on working as part of a team to get the best results for her clients.

As an experienced appellate lawyer, Ms. Precella has developed a state-wide reputation for her appellate knowledge and service to the bar. Having practiced for over 20 years, she attained board certification after only five years of practice and has been recognized by her peers as one of the top appellate lawyers in Fort Worth and Texas. She recently served as Co-Chair of the Appellate Practice Committee of the American Bar Association's Section of Litigation.  She also recently served a three-year term as Chair of the State Bar Pattern Jury Charge Committee for the Business Volume and served on the Pattern Jury Charge Oversight Committee. She now serves on the Committee for the Oil and Gas Volume. Ms. Precella, a former Chair of the Tarrant County Appellate Section and Council member of the State Bar Appellate Section, has been recognized by the Tarrant County Bar Association for her ongoing contributions to local continuing legal education programs. She frequently speaks to the judiciary, practitioners and law students on a range of procedural and substantive issues, including teaching jury charge issues at the Texas College of Judicial Studies and Annual Judicial Conference. Ms. Precella is a contributing author for A Practitioner's Guide to Appellate Advocacy (Anne Marie Lofaso ed., 2010) and The Class Action Fairness Act: Law and Strategy (2013).

Using her procedural experience and focus on teamwork, Ms. Precella has successfully helped her clients do the following:

  • Consolidate matters for multi-district litigation.
  • Obtain mandamus review and temporary relief.
  • Obtain summary judgment on claims of contract, negligence, negligent misrepresentation, fraud and other business torts.
  • Present trial motions and briefs on significant legal issues, including motions to exclude or admit expert testimony.
  • Maneuver through the charge conference in complex civil litigation.
  • Secure judgments notwithstanding the verdict.
  • Prepare proposed judgments.
  • Compile post-verdict and post-judgment motions.
  • Affirm and reverse judgments in the appellate courts.

Professional Recognition

  • Fort Worth Business Press Power Attorney List (2013)
  • Board Certified, Civil Appellate Law (1996-Present)
  • Member, American Law Institute (2007-Present)
  • Member, College of the State Bar of Texas (1999-Present)
  • Ranked in the Chambers USA Guide, Litigation: Appellate practice (2012-2014)
  • Best Lawyers in America - Appellate Law (2005-2015)
  • Top 50 Texas Female Lawyers, Texas Monthly (2004, 2005, 2008-2013)
  • Texas Super Lawyer, Texas Monthly (annually, 2003-2013)
  • Top 100 Dallas/Fort Worth Region Super Lawyer, Texas Monthly (2010, 2012) 
  • Tarrant County Top Appellate Attorneys, Fort Worth, Texas, Magazine (annually, 2002-2013)
  • Recognized for Contributions to CLE, Tarrant County Bar Association (2006)
  • Best Series of Articles in Local Bar Publication Award, State Bar of Texas (2007)
  • Outstanding Subcommittee Chair (2009), for work on Rules and Statutes Subcommittee on Appellate Practice Committee of ABA Section of Litigation
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Professional Leadership

  • National Delegate, Fort Worth Chapter, Federal Bar Association (2013-2014)
  • Member/Fellow, American Bar Foundation (2012-Present) 
  • Member, Board of Directors, Fort Worth Chamber of Commerce (2011-2014)
  • Board Member, Big Brothers, Big Sisters of North Texas, Western Region (2010-2012)
  • Board Member, Fort Worth Public Library Foundation (2010-2015)
  • Co-Chair of the Appellate Practice Committee of the American Bar Association's Section of Litigation, (2009-2012), Co-Chair of the Appellate Rules and Statutes Subcommittee of the Appellate Practice Committee (2005-2009), and Member, Council of Appellate Lawyers, American Bar Association
  • Chair, State Bar Pattern Jury Charge Committee, Business, Consumer and Employment Volume (2006-2009, Vice Chair, 2003-2006, Member, 2001-2009)
  • Member, State Bar Pattern Jury Charge Committee, Oil and Gas Volume (2013-2016)
  • Member, State Bar Pattern Jury Charge Oversight Committee (2003-2005)
  • Council Member, Appellate Section, State Bar of Texas (2008-2011) and chair of various committees, including current Annual Meeting Committee
  • Member, Texas Bar Journal Editorial Board (2009-2015)
  • Director, Tarrant County Bar Association (2007-2008)
  • Chair, Tarrant County Bar Association's Business Litigation Section (2012-2013)
  • Chair, Tarrant County Bar Association's Appellate Section (2006-2007, Vice Chair, 2005-2006, Secretary, 2004-2005)
  • Chair, Tarrant County Bar Association, CLE Committee (2004-2007), All-Star CLE Committee (2008), Bylaws Committee (2009 Chair Elect, 2008)
  • Faculty, Texas College of Judicial Studies and Annual Judicial Conference (April 2013, April 2012, April 2009, April 2008, September 2007, September 2006, May 2005, August 2002, May 2002)
  • Adjunct Legal Writing Professor, Texas Wesleyan School of Law (2000-2001, 1998-1999)
  • Member, Federal Bar Association 
  • Member, legal mentoring and service organizations, including Eldon B. Mahon Inn of Court (2003-2006, 1994-1996), Texas Bar Foundation, and Tarrant County Bar Foundation
  • Member, Law Library Committee, Tarrant County Commissioner's Court

Selected Representative Experience


In re Fort Worth Star-Telegram, et al, No. 02-14-00144-CV, 2014 WL 3906547 (Tex. App.--Fort Worth, August 12, 2014)
Represented daily newspaper and three television stations in successful mandamus challenging juvenile court order excluding press and public from hearings in high-profile murder case. In case of first impression, the court of appeals held that Texas statute imposes a duty on juvenile court to open hearings to the public, in cases in which the accused juvenile is at least 14 years old, unless evidence in the record establishes good cause to close a proceeding. The court also held that the press and public have standing to challenge a closure order and that conclusion of the juvenile case in which the closed proceedings occurred did not render the media challenge moot.

Argo Data Res. Corp. v. Shagrithaya, 380 S.W.3d 249 (Tex. App.—Dallas Aug. 29, 2012, pet. denied)
Obtained reversal and rendition of take-nothing judgment in favor of corporate client on appeal of alleged shareholder oppression claim in which trial court had ordered that corporation be caused to issue an $85 million dividend.

McCoy v. Adams, et al., NO. 048-252036-11 (48th Judicial District, Tarrant County, Tex., April 30, 2012)
Won summary judgment in favor individual defendants on ex-CEO’s claims of breach of fiduciary duty, common law and statutory fraud, and negligent misrepresentation with multi-million-dollar damage allegations; the judgment was not appealed.

Murphy v. Reynolds, 2011 WL 4502523 (Tex. App.-Fort Worth Sept. 29, 2011)
Represented the author of a financial newsletter who was found not liable under Texas Securities Act to a subscriber who claimed to have lost money in the market based on the author's advice.

Blackwell v. Donruss, No. 141-199980-03 (141st Dist. Ct., Tarrant County, Tex.), 300 S.W.3d 451 (Tex. App.-Fort Worth 2009, pet. denied).
Following a jury trial, won a take-nothing judgment notwithstanding the verdict on a multi-million dollar claim for an alleged breach of an oral agreement, which was affirmed on appeal.

National Bank Litigation (2008)
Secured $411 million summary judgment in favor of the bank for a gas company’s conversion of 55 Bcf of natural gas in which the bank held a security interest. The judgment was based on claims of breach of a bailment agreement, conversion, trover, detinue, return of property and replevin and rejected misrepresentation counterclaims. The 2008 judgment, which was affirmed on appeal, was the culmination of litigation that began in Texas in 2002 and wound its way through several courts in Texas and New York. A favorable settlement was achieved.

In re Citigroup Global Markets, Inc., No. 08-0289 (Tex. May 13, 2008)
Obtained a favorable settlement after persuading the Texas Supreme Court to grant oral argument in this mandamus proceeding involving the application of a forum selection clause to a nonsignatory under the direct benefits estoppel doctrine.

In re Cano Petroleum, Inc., 283 S.W.3d 179 (Tex. Jud. Pan. Mult. Lit. April 2, 2008)
Persuaded the Texas Judicial Panel on Multidistrict Litigation to transfer to a single pretrial court numerous suits against an oil and gas operator arising out of wildfires in west Texas.

Thermacor Process, LP v. BASF Corp., 567 F.3d 736 (5th Cir. 2009)
Won summary judgment in a case involving fraud, negligent misrepresentation, and DTPA claims and alleged damages in excess of $10 million, and successfully defended the summary judgment on appeal.

Burnett Ranches, Ltd. v. Cano Petroleum, Inc., No. 9840 (100th Dist. Ct., Carson County, Tex.)
Prevailed on summary judgment through appeal on a million-dollar lease termination claim.

Kondos v. Carrico, No. 02-05-00374-CV, 2007 WL 704587 (Tex. App. - Fort Worth Mar. 8, 2007, pet. denied) (mem. op.)
Obtained an appellate judgment vacating an award of damages and dismissing a suit because the probate court lacked subject-matter jurisdiction over contract claims arising out of a claimed breach of a right of first refusal pertaining to raw land.

GMC v. Kitty Hawk, Inc., 204 Fed. Appx. 341 (5th Cir. 2006)
Successfully defended an order dismissing an untimely appeal from a bankruptcy court ruling.

Millichamp v. Baylor Univ. Med. Center, No. 01-01793-E (101st Dist. Ct., Dallas County, Tex.)
Persuaded the trial court to set aside a $7.5 million punitive damages award in a case that involved complex jury charge issues including the submission of settling co-defendants and complex judgment formation issues involving settlement credits.

Citizens Nat’l Bank v. Allen Rae Investments, Inc., 142 S.W.3d 459 (Tex. App. - Fort Worth 2004, no pet.)
Won reversal of an award of credit-reputation damages in a lender-liability suit.

National Bank Litigation (2004)
Won summary judgment to enforce bank’s security liens and on various counterclaims brought against the bank by a borrower in a bankruptcy adversary proceeding and tried remaining tortious interference counterclaim to a defense verdict.

Miller v. Kennedy & Minshew, 142 S.W.3d 325 (Tex. App.—Fort Worth 2003, pet. denied)
In a legal malpractice case, successfully defended a judgment ordering that the plaintiff take nothing and awarding damages to a law firm.

George Grubbs Enters. v. Bien, 900 S.W.2d 337 (Tex. 1995)
Obtained reversal of a $5.8 million judgment in a case involving an intentional infliction of emotional distress claim against an automobile dealer based on a faulty jury instruction in the exemplary damage question; the case made clear that exemplary damages cannot be awarded against one defendant according to the wealth of a separate entity based upon deficient corporate disregard instructions.

Gem Vending, Inc. v. Walker, 918 S.W. 2d 656 (Tex. App.—Fort Worth 1996) (orig. proceeding)
In a mandamus proceeding, persuaded the court of appeals that a trial court had improperly granted a new trial despite having lost plenary power to do so. 

Miller v. City of Fort Worth, 893 S.W.2d 27 (Tex. App.—Fort Worth 1994, writ dism'd)
Persuaded a court of appeals to reverse a judgment against a city and render a take-nothing judgment, based on a lack of evidence showing waiver of immunity under the Texas Tort Claims Act. 

Agrichem v. Voluntary Purchasing Group, 877 S.W. 2d 851 (Tex. App.—Fort Worth 1994, no writ)
In a writ of error appeal, persuaded the court of appeals to reverse a default judgment because of improper service.

Doe v. Brookhaven Country Club, No. 04-10591-D (95th Dist. Ct., Dallas County, Tex.)
Argued a jury charge involving issues of negligence and punitive damages, resulting in a favorable take-nothing judgment.

$200 Million Workout and Bankruptcy
Represent the administrative agent in connection with a $200 million credit facility and the bankruptcy of a single asset real estate entity.

Online Publications

06/25/2014 - Texas Supreme Court Refuses to Recognize a Common Law Claim for Shareholder Oppression
In a significant decision affecting Texas corporate law, the Texas Supreme Court decided on June 20th there is no common law claim for shareholder oppression in Texas; the court also set the standards and remedies available for oppression claims brought pursuant to the rehabilitative receiver statute in the Texas Business Organizations Code.

09/24/2012 - Appeal of Interlocutory Remand Orders in Putative Class Action Cases
You cannot appeal a remand order based on lack of subject matter jurisdiction or defects in the removal procedure, right? That may not be so anymore for certain remand orders on cases removed pursuant to the Class Action Fairness Act (CAFA).

09/05/2012 - Mandamus: The Hurdles to Relief
A successful petition for writ of mandamus must overcome multiple hurdles to secure relief.

07/27/2011 - Proportionate Responsibility, Joint and Several Liability, and the Jury Charge
When faced with a negligence case with one plaintiff, one defendant, and a single responsible third party, the submission of the proportionate responsibility issue to the jury is a relatively simple task. But the presence of different claims, theories or parties can make the submission of proportionate responsibility and other joint and several liability issues to the jury quite complex.

09/02/2010 - Current Mandamus Trends
Mandamus relief, of course, requires both an abuse of discretion (or the violation of a legal duty imposed by law) and an inadequate remedy by appeal. But when is a remedy by appeal inadequate for review of a trial court’s incidental rulings?

08/09/2010 - Mohawk: Limited Interlocutory Review of Federal Court Orders to Disclose Potentially Privileged Attorney-Client Information
The United States Supreme Court recognizes the attorney-client privilege as “one of the oldest recognized privileges,” meant to encourage attorneys to “provide candid advice and effective representation” and to further “broader public interests in the observance of law and administration of justice.”

01/22/2010 - The Court's Charge: Current Trends and Issues
Drafting a charge in even a seemingly simple negligence case can become quite complex – particularly with tricky apportionment issues. While a simple negligence claim with a single defendant, no contributory negligence and no exemplary damage claims is easily pulled from the patterns, as your case diverges from that simple fact pattern drafting the charge may become more difficult.

09/15/2009 - Jury Instructions for a Claim of Tortious Interference with Prospective Relations
What can be so hard about instructing a jury on a claim for tortious interference with prospective relations? Perhaps nothing - depending upon the elements of the claim in your state and the factual basis for the interference and other pleaded claims in your case.

09/10/2009 - Federal and State Expert Testimony Under Daubert and Robinson: What's the Difference?
This paper explores the general requirements to proffer and seek review of the admission and exclusion of expert testimony in federal and state court. It focuses on the standards for admissibility, the role of experts in summary judgment proceedings, preservation, and standards of review on appeal in federal and state court. Along with a few practice tips, the article notes differences where discernible between federal and state court.

05/12/2009 - Fifth Circuit Enforces Disclaimer Provision in Form Agreement to Bar Misrepresentation Claims Against Manufacturer
On May 7, 2009, the Fifth Circuit affirmed a take-nothing summary judgment for Haynes and Boone, LLP client BASF Corporation, rejecting Plaintiff Thermacor Process, L.P.’s negligent misrepresentation, fraudulent inducement, and Texas Deceptive Trade Practices Act (DTPA) claims based on a standard disclaimer-of-warranty provision and the absence of any actionable misrepresentation. Thermacor Process, L.P. v. BASF Corp., No. 08-10227 (5th Cir. May 7, 2009). This decision reinforces Texas law that manufacturers can rely on standard disclaimers in their form agreements to defeat claims based on the absence of any misrepresentation, particularly when the parties are sophisticated and the disclaimer is conspicuous.

01/30/2009 - Convenience, Comity, Fairness and Efficiency: Changes of Forum
Presented at Fighting the Forum: Avoiding Litigation in Texas State Court, Tarrant County Bar Association, Brown Bag Seminar Series, January 30, 2009
This paper explores several common law and statutory options when faced with a forum that is “inconvenient,” prejudicial or duplicative. The context and standards vary for each option. And the result may differ as well - with relief including dismissal, abatement, stay or transfer.

09/04/2008 - Jury Charge Trends
Jury charge issues usually fall in the following four general categories: (1) substance, (2) form, (3) preservation of error, and (4) harm/less error. This paper addresses each area, although extensive treatment of all areas is not possible.

08/25/2006 - Mandamus Review of Incidental Rulings: Does B>D=IR?
Mandamus relief, of course, requires both an abuse of discretion (or the violation of a legal duty imposed by law) and an inadequate remedy by appeal. But when is a remedy by appeal inadequate for review of a trial court’s incidental rulings? Never? That historically has been the general answer. Sometimes? That in recent years has been the answer under an “exceptional or compelling circumstances” test.

06/23/2005 - The Charge: Top Five Things You Need to Know
State Bar of Texas Annual Meeting: Litigation Section (June 23, 2005)

03/10/2005 - I Can’t Find This in the *!?#%* PJC! Jury Questions and Instructions That The Business Litigator Needs - But Aren’t In The PJC.
Pattern instructions do not and cannot contain all possible jury questions and instructions a court or practitioner may need in a case. Why not? Reasons vary, including...

11/01/2004 - Unanimous Jury Findings on Exemplary Damages: How Difficult Can It Be?
Unanimity seems quite simple. But partial unanimity is surprisingly difficult. In 2003, House Bill 4 (“HB4”) adopted, among other things, a new requirement in chapter 41 of the Texas Civil Practice & Remedies Code (“CPRC”) that the jury must unanimously find exemplary damages; a jury, however, may continue to find liability for actual damages on a ten-juror vote.

09/11/2003 - The Court’s Charge: The State of Payne and the Progeny of Casteel
As the law continues to develop under Payne and Casteel, preservation of charge error may grow easier in certain circumstances but strategy calls may grow more difficult as theories and form options increase. This paper outlines the basic principles and most recent cases in preserving charge error, identifying charge error, and applying the harmless error rule.

03/07/2002 - Appellate Review of Discovery Rulings by Mandamus
Advanced Evidence and Discovery Course, Ch. 10, March 7, 2002
The trial court’s discovery ruling just gutted your case (or so you think!). Can you get immediate appellate relief before proceeding to trial or handing over that stack of privileged documents?

01/11/2002 - Court's Charge - Minefield Approach
When Do You Draft? It is never too early to start drafting your charge. Knowledge of how your charge will look will assist with the pleading, discovery, and proof aspects of your case. Indeed, advance knowledge of your charge will ensure that you not prove up the wrong case! The first big bad mistake of charge practice is waiting too long to draft the charge. A draft should be prepared at the outset of the case and updated throughout the pretrial process. You should avoid the temptation of waiting until the eve before charge conference! By that point, it may well be too late.