Citations
- 109 S.W.3d 36
Full opinion text
OPINION
Opinion by
Justice CHAVEZ (Retired).
In this interlocutory appeal, appellant, Fred Perlstein (“Perlstein”), appeals the trial court’s denial of his motion to abate and compel arbitration.
D. Steller 3, Ltd. (“Steller”), a Texas limited partnership, purchased a general partnership interest in a limited partnership from Perlstein. At closing, the limited partnership was restructured in accordance with the agreement of the parties, and an Amended and Restated Agreement of Limited Partnership (“the Amended Agreement”) was executed. The Amended Agreement contained the terms and provisions for the operation of an apartment complex that the limited partnership owned. Included in the Amended Agreement was an arbitration agreement. Stel-ler later sued Perlstein, alleging Perlstein made false representations that induced Steller to purchase the general partnership. Perlstein moved the court to abate the suit and order Steller to arbitrate the dispute as required by the Amended Agreement. The trial court denied the motion, and this appeal followed. Because we hold that the arbitration paragraph does not apply to the dispute in question, we affirm the trial court’s order denying arbitration.
Following a letter of intent (“the Letter Agreement”) to purchase the general partnership interest, Steller and Perlstein entered into a Purchase Agreement on May 27, 2000 that set out the terms and conditions of the transaction. The Purchase Agreement contained the following remedies provision:
21. Remedies. In the event that any of the PERLSTEIN’s representations or warranties contained herein are untrue or if PERLSTEIN shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by PERL-STEIN, BUYER may, at its option, either (a) terminate this Agreement by giving written notice of termination to PERLSTEIN and receive a full and immediate refund of any and all Earnest Money previously deposited; or (b) sue PERLSTEIN for damages suffered by BUYER; or (c) BUYER may seek to enforce specific performance of this Agreement.
Paragraph 3.2 of the Purchase Agreement provided that there would be a restructuring of the limited partnership in an Amended and Restated Partnership Agreement and that the Purchase Agreement would be incorporated into the said Amended and Restated Partnership Agreement.
The sale was closed on December 28, 2000, when Steller signed the Amended Agreement with an effective date of January 1, The Amended Agreement contained “Entire Agreement” clause that reads ⅜§⅛11