Appellant Osama Abdullatif ("Latif") is involved in commercial-real-estate investment and other ventures. Mokaram and Latif knew each other through friends and family. Mokaram asked Latif to join him in investing in the Beal Bank Building located at 2500 West Loop South in Houston, and Latif agreed. Mokaram and Latif became equal limited partners in appellee Mokaram Latif West Loop, Ltd. ("ML Partnership"), a limited partnership. The general partner in ML Partnership is Mokaram-Latif General, LLC ("ML General"). Mokaram and Latif signed the Company Agreement for ML General, under which Mokaram and Latif are equal members and managers of the limited liability company. ML General, Mokaram, and Latif signed ML Partnership's Agreement of Limited Partnership. Each agreement places restrictions on the transfer of ownership interests and sets forth procedures for admitting new members or limited partners.