Wetzel v. Sullivan, King & Sabom, P.C.

ON MOTION FOR REHEARING

On motion for clarification and for rehearing, SKS contends that this Court failed to specify whether arbitration shall proceed under the Texas Arbitration Act or under common law. We grant SKS's motion for rehearing, clarify our prior opinion, but deny all other requested relief. Additionally, in four points of error, SKS contends that this Court erred (1) in failing to fully dispose of all issues raised on appeal; (2) in finding that Wetzel accepted a reduction in ownership interest; (3) in finding that SKS was estopped to deny the existence of the arbitration agreement; and (4) in finding ratification of the arbitration agreement as a matter of law.

This Court held that SKS had treated the agreement as an executed and binding agreement between it and Wetzel and, therefore, was estopped to deny its execution. We reaffirm our holding that there exists a written agreement by estoppel and conclude that it is unnecessary to speak to the issue of whether the agreement between SKS and Wetzel also extends to the remaining shareholders. Arbitration shall proceed under the Texas Arbitration Act. See Tex.Rev.Civ.Stat.Ann. arts. 224-249 (Vernon 1973 & Supp.1988).

In our original opinion, we stated that Wetzel accepted a reduction in his ownership interest from 12.5 percent to 5.51 percent. A closer examination of the record reveals that Wetzel's interest was not reduced, but that the 5.51 percent figure represented Wetzel’s ownership interest in the shares of SKS as opposed to his share of net profits of the corporation.

In light of this conclusion, Wetzel’s interest or ownership will be dictated by the agreement. Considering that the only issue before us was whether the parties were required to arbitrate, we determine that ownership interest and related issues will be resolved during arbitration, pursuant to the agreement.