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Affirmed in Part and Reversed and Remanded in = Part and=20 Memorandum Majority and Concurring Opinions filed October 2,=20 2007.

 

In The

 

Fourteenth=20 Court of Appeals

____________

 

NO. 14-06-00921-CV

____________

 

ANGLO-DUTCH=20 PETROLEUM INTERNATIONAL, INC. AND

 ANGLO-DUTCH = (TENGE)=20 LLC,=20 Appellants

 

V.

 

LITTLEMILL=20 LIMITED, = Appellee

 

 

On Appeal from the = 152nd District Court

Harris County, = Texas

Trial Court Cause = No. 2004-60996

 

 

M E M O R=20 A N D U M   M A J O R I T Y   O P I N I O=20 N

Appellee, Littlemill = Limited,=20 filed suit against appellants, Anglo-Dutch Petroleum = International, Inc.=20 and Anglo-Dutch (Tenge) LLC, for breach of contract and other = causes of=20 action.  The trial court granted appellee=3Ds motion for partial = summary=20 judgment holding that the contracts were valid and = enforceable.  The=20 trial court then granted appellee=3Ds motion for summary = judgment=20 on appellee=3Ds contract damages = and=20 attorneys=3D fees.  In two = issues,=20 appellants contend that: (1) the trial court erred in concluding = the=20 contracts at issue were valid and enforceable and that appellants = had=20 breached the contracts as a matter of law; and (2) the trial court = erred=20 in awarding appellee its attorneys=3D fees.  We = affirm in part=20 and reverse and remand in part.

Factual=20 and Procedural Background =

For reasons not = relevant to=20 this appeal, appellants filed suit against Halliburton Energy = Services,=20 Inc. (AHalliburton@) and Ramco Oil and = Gas, Ltd.=20 (ARamco@).  Appellants = sought=20 damages in the amount of $677 million in their lawsuit against = Halliburton=20 and Ramco.  Faced with the expense of maintaining the = lawsuit, as=20 well as operating their business, and unable to obtain bank loans = due to a=20 lack of collateral, appellants sought to raise money by soliciting = investors in its litigation with Halliburton and Ramco.  = Appellants=20 entered into Claims Investment Agreements in which investors = agreed to=20 fund the litigation and office expenses of appellants in return = for a=20 portion of the cash recovery, if any, from Halliburton and = Ramco. =20 The investors were divided into four tiers, with each tier taking = priority=20 over the lower tiers in the event appellants were successful in = their=20 lawsuit against Halliburton and Ramco.

Appellee became a = third-tier=20 investor when it signed three Claims Investment Agreements (the=20 AAgreements@) in which it agreed = to invest=20 a total of $149,972.  Appellants agreed that if they made a = cash=20 recovery in their lawsuit against Halliburton and Ramco, they = would pay=20 appellee its initial investment, plus ninety percent of the amount = of the=20 initial investment, plus an additional ninety percent of the = initial=20 investment for every year that passed from the date of the = agreement to a=20 final recovery.[1]  In=20 addition, appellants and appellee agreed that A[i]f a final = disposition or=20 settlement of the [Halliburton and Ramco] lawsuit fails to result = in a=20 cash recovery, as defined herein, for whatever reason, then = [appellants]=20 shall have no obligation to make any payment to [appellee] for any = portion=20 of the investor=3Ds total = return.@

Appellants=3D suit against = Halliburton and=20 Ramco went to trial and the jury awarded damages against = Halliburton in=20 excess of $64 million and against Ramco for $6.4 million.[2] =20 Appellants and Halliburton subsequently entered into a settlement=20 agreement, the terms of which are undisclosed.[3] =20 Following the settlement, appellants contacted their litigation = investors,=20 including appellee, and attempted to negotiate a reduced payment = contrary=20 to the terms of the Claims Investment Agreements.  Appellants = alleged=20 for the first time in letters to the investors that the Claims = Investment=20 Agreements, which they prepared and provided to the investors, = were=20 contrary to public policy and unenforceable under Texas law.  = Appellee refused appellants=3D offer of reduced = payments and=20 filed suit against appellants asserting causes of action for = breach of=20 contract, fraud, and conspiracy to breach the Agreements and to = commit=20 fraud.  Appellee also sought a declaration that the = Agreements were=20 valid and enforceable, and that the transactions were not=20 loans.

On May 17, 2006 the = trial court=20 signed its Amended Order Granting Partial Summary Judgment in=20 appellee=3Ds favor as to=20 appellee=3Ds breach of contract = claims=20 against appellants.  In that order, the trial court found = that the=20 Agreements were valid and enforceable, and that appellants had = breached=20 them.  On June 6, 2006, the trial court granted = appellee=3Ds motion for summary = judgment=20 as to appellee=3Ds breach of contract = damages=20 and attorneys=3D fees.  The = trial court=20 awarded appellee $440,315.00 in contractual damages and = $130,641.75 in=20 attorneys=3D fees.[4]  On=20 July 10, 2006, the trial court severed all claims except=20 appellee=3Ds breach of contract = claim=20 against appellants into a separate lawsuit making the summary = judgments on=20 appellee=3Ds breach of contract = claim=20 final and appealable.  This appeal followed.

Discussion

This is a=20 summary judgment case.  In their first issue, appellants = assert the=20 trial court erred when it concluded that the Agreements were valid = and=20 enforceable,  and that appellants, by not paying appellee the = contractually agreed amount, breached the Agreements.  In = their=20 second issue, appellants assert the trial court erred when it = granted=20 appellee=3Ds motion=20 for summary judgment and awarded appellee its = attorneys=3D = fees=20 because (1) there were genuine issues of material fact regarding = the=20 reasonableness of the fees; and (2) appellee failed to segregate = its=20 attorneys=3D = fees.=20

A.     =20 The Standard of Review

The movant=20 for summary judgment has the burden to show there is no genuine = issue of=20 material fact and is entitled to judgment as a matter of law. = Nixon v.=20 Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548 (Tex. 1985). In = determining=20 whether there is a genuine fact issue precluding summary judgment, = evidence favorable to the non-movant is taken as true and the = reviewing=20 court makes all reasonable inferences and resolves all doubts in = the=20 non-movant=3Ds favor.=20 Id. at 548B549. =20 If there is no genuine issue of material fact, summary judgment = should=20 issue as a matter of law.  Hasse v. Glazner, 62 S.W.3d = 795,=20 797 (Tex. 2001).  We review a trial court=3Ds summary=20 judgment de novo. Valence Operating Co. v. Dorsett, 164 = S.W.3d 656,=20 661 (Tex. 2005).

B.       =20 Breach of Contract

In their first issue, = appellants contend the trial court erred in finding a breach of = contract=20 because (1) the Agreements were usurious loans, (2) if the = Agreements were=20 not loans, they were void, unregistered securities, and (3) the = Agreements=20 were unenforceable because they violated public policy.  In=20 Anglo-Dutch Petroleum Int=3Dl, Inc. v.=20 Haskell, 193=20 S.W.3d 87 (Tex. App.CHouston [1st Dist.] = 2006, pet.=20 denied), the First Court of Appeals addressed these precise = issues. =20 In Haskell, several other investors signed Claims = Investment=20 Agreements with appellants that were virtually identical to the = Agreements=20 signed by appellee.  The only differences between the Claims=20 Investment Agreements in Haskell and those at issue here = are the=20 rate of return on the investment, the amount invested, and the = name of the=20 investor.  The First Court of Appeals found the Claims = Investment=20 Agreements did not meet the definition of a loan and were not = usurious=20 transactions.  Id. at 95B101.  The court = held that,=20 for an agreement to be usurious, three essential elements must be = present:=20 (1) a loan of money, (2) an absolute obligation to repay the = principle,=20 and (3) the extraction of a greater compensation than allowed by = law for=20 the use of money by the borrower.  Id. at 96.  = The court=20 determined the Claims Investment Agreements at issue in Haskell = were not loans because there was no obligation to repay the = principle=20 if there was no recovery in the underlying lawsuit.  = Id. at=20 101.

The First Court = further found=20 that under the Securities Act of 1933 and the Texas Securities Act = that=20 securities agreements are not automatically void when not = registered, but=20 rather are voidable by the purchaser.  Id. at = 102B03.  The court = held that a=20 seller of an unregistered security lacks standing to bring this=20 claim.  Id. at 103.  Therefore, even if the = investment=20 agreements could be considered securities, the fact that they are = not=20 registered cannot be raised by appellants. =20 Id.

Finally, the court = found the=20 Claims Investment Agreements did not violate public policy. =20 Id. at 103B05.  The court = held that=20 agreements that vest control over litigation in uninterested third = parties=20 are against public policy, but that in this case there was no = evidence of=20 investor control, such as the ability to select counsel, direct = trial=20 strategy, or participate in settlement discussions. =20 Id.

In its response brief = to this=20 court, appellee argues appellants are collaterally estopped by the = First=20 Court=3Ds Haskell = opinion from=20 asserting that the contracts are void as usurious loans, void as=20 unregistered securities, void as against public policy and/or are=20 unenforceable.  On appeal, appellants contend the = Haskell=20 opinion does not collaterally estop them from asserting defenses = against=20 appellee because the doctrine of collateral estoppel only = precludes=20 re-litigation of facts between identical parties.  We agree = with=20 appellee.

The doctrine of = collateral=20 estoppel, or issue preclusion, is designed to promote judicial = efficiency,=20 protect parties from multiple lawsuits, and prevent inconsistent = judgments=20 by precluding re-litigation of issues.  Sysco Food = Services, Inc.=20 v. Trapnell, 890 S.W.2d 796, 801 (Tex. 1994).  A party = seeking to=20 assert the bar of collateral estoppel must establish that: (1) the = facts=20 sought to be litigated in the second suit were fully and fairly = litigated=20 in the first suit; (2) those facts were essential to the judgment = in the=20 first action; and (3) the parties were cast as adversaries in the = first=20 action.  Id.  To satisfy=20 the third prong,=20 strict mutuality of parties is no longer required. =20 Id. =20 Instead, it is only necessary that the party against whom the = doctrine is=20 asserted was a party or in privity with a party in the first = action. =20 Id. at 802.  In the case at = bar,=20 appellee seeks to assert the doctrine of collateral estoppel = against=20 appellants.  Since appellants were parties to the = Haskell=20 case, litigated and lost each of the points raised in their first = issue in=20 this appeal in Haskell, and those facts were essential to = the=20 judgment in Haskell, collateral estoppel precludes them = from=20 re-litigating those same issues here.  We overrule=20 appellants=3D first = issue.

C.       =20 Attorneys=3D = Fees

Texas law does not = allow the=20 recovery of attorneys=3D fees unless they are = authorized by statute or contract.  Tony Gullo Motors I, = L. P. v.=20 Chapa, 212 S.W.3d 299, 310 (Tex. 2006).  Section 38.001 = of the=20 Texas Civil Practices & Remedies Code provides that a = successful party=20 in a breach of contract action may recover reasonable and = necessary=20 attorneys=3D fees.  = Mullins v.=20 Mullins, 889 S.W.2d 550,  554 (Tex. App.CHouston [14th Dist.] = 1994, writ=20 denied) (citing Tex. Civ. Prac. & Rem. Code Ann. ' 38.001 (Vernon = 1997)). =20 Attorneys=3D fees are not = recoverable in an=20 action in tort however.  Knebel v. Capital = Nat=3Dl = Bank, 518 S.W.2d 795,=20 803B04 (Tex. = 1974).

Here, appellee = asserted tort=20 causes of action against appellants in addition to its claim for = breach of=20 contract.  Appellants contend that a portion of the trial=20 court=3Ds summary judgment = awarding=20 attorneys=3D fees to appellee = must be=20 reversed because the amount awarded is not reasonable and = necessary, as=20 appellee failed to segregate its fees between those fees that were = recoverable and those that were not.  Appellee responds that = the=20 trial court properly awarded attorneys=3D fees only for=20 appellee=3Ds breach of contract=20 claim.

As evidence in = support of its=20 motion for summary judgment seeking attorneys=3D fees, appellee = submitted the=20 affidavit of its lead counsel, Fred Hagans.  In response, = appellants=20 submitted the affidavit of one of its attorneys, Bradley = Hoover.  A=20 summary judgment may be based on uncontroverted testimonial = evidence of an=20 expert witness as to subject matter concerning which the trier of = fact=20 must be guided solely by the opinion testimony of experts, if the = evidence=20 is clear, positive and direct, otherwise credible and free from=20 contradictions and inconsistencies, and could have been readily=20 controverted.  Tex. R. Civ. P. 166a(c).  = Therefore, we=20 must first determine if Mr. Hagans=3D affidavit was = controverted by=20 that of Mr. Hoover.

In his affidavit, Mr. = Hoover=20 stated: AI have a preliminary = opinion=20 that the amount of attorneys=3D fees being claimed = by=20 [appellee] appears to be unreasonable.@  An affidavit = is=20 insufficient unless the allegations contained therein are direct = and=20 unequivocal and perjury can be assigned upon it.  Brownlee = v.=20 Brownlee,  665 S.W.2d 111, 112 (Tex. 1984).  Because = he does=20 not render a direct and unequivocal conclusion that the=20 attorneys=3D fees sought by = appellee were=20 unreasonable, Mr. Hoover=3Ds affidavit lacks the = necessary=20 factual sufficiency to constitute summary judgment evidence = sufficient to=20 raise a genuine issue of material fact.  = Id.  =20 Therefore, we hold Mr. Hagans=3D affidavit was=20 uncontroverted.

As Mr. = Hagans=3D affidavit was = uncontroverted,=20 we next examine whether it was clear, positive and direct, = otherwise=20 credible and free from contradictions and inconsistencies, and = could have=20 readily been controverted.  Within his affidavit, Mr. Hagans=20 initially stated: A[i]t is my opinion = that=20 attorney=3Ds fees of $116,126.00 = is a=20 reasonable fee for the prosecution and handling of = [appellee=3Ds] breach of contract = claims=20 through the trial court in this matter.@  However, in a = later=20 paragraph, Mr. Hagans stated:

This case involves claims of = breach of=20 contract, claims for declaratory relief and other claims arising = out of=20 the same transaction at issue in connection with = [appellee=3Ds] breach of contract claims such that = the=20 prosecution of all of these claims entails proof or denial of = essentially=20 the same facts.  All of [appellee=3Ds] claims are, in my opinion, = intertwined to the=20 point of being inseparable and therefore are Ainextricably intertwined.@ (emphasis added)

 

In that same = paragraph, Mr.=20 Hagans concluded:

In my opinion, the time that has been = spent and=20 which will be spent on this case through the trial court = phase of=20 this case will total several hundred hours of lawyer time = and would=20 result in attorney=3Ds fees in excess of $116,126.00 if = [appellee] were=20 billed by the hour and the lawyers working on this case = charged=20 their standard and customary rates for such work on this=20 case.  (emphasis added)

 

Mr. = Hagans=3D affidavit is = inconsistent on=20 the issue of whether appellee was seeking the award of $116,126.00 = in=20 attorneys=3D fees exclusively for = the=20 prosecution of the breach of contract claim, or for the handling = of the=20 entire case, including tort claims, because the claims were = inextricably=20 intertwined.[5] =20 Because of this internal inconsistency, Mr. Hagans=3D affidavit cannot = support the=20 trial court=3Ds summary judgment = awarding=20 attorneys=3D fees.  Tex. R. = Civ.=20 P. 166a(c).  = Accordingly, we sustain appellants=3D second = issue.

Conclusion

We affirm the summary = judgments=20 of the trial court to the extent they: (1) found the Agreements = were valid=20 and enforceable; and (2) awarded $440,315.00 in damages for=20 appellee=3Ds breach of contract=20 claim.  We reverse that portion of the trial = court=3Ds second summary = judgment=20 awarding attorneys=3D fees to appellee and = remand=20 that issue to the trial court for proceedings consistent with this = opinion.

 

 

 

 

 

/s/        John=20 S. Anderson

Justice

 

 

 

 

Judgment rendered and = Memorandum Majority and Concurring Opinions filed October 2,=20 2007.

Panel consists of = Justices=20 Anderson, Fowler, and Senior Justice Hudson.(Fowler, J.,=20 Concurring).

 

 


[1]  The initial Claims Investment = Agreement=20 between appellants and appellee, contained the following=20 example:

For example only, if the Investor makes = an=20 investment of $50,000 in one payment of $25,000 and another = payment of=20 $25,000, and if Anglo-Dutch receives its Cash Recovery 700 days = after the=20 Investor paid its first $25,000 payment and 660 days after = Investor paid=20 its second $25,000 payment, then the Investor shall be paid the = total sum=20 of $178,836, which is calculated as follows:

 

(a)       =20 $50,000 (being its Investment), plus

(b)       =20 $45,000 (being an amount equal to 90% of its Investment), = plus

(c)       =20 $43,151 (being $25,000 x 90% x [700 days/365 days]), = plus

(d)       =20 $40,685 (being $25,000 x 90% x [660 days/365 days]).

 

[2]  Ramco appealed the judgment = against it to=20 this court and we reversed the $6.4 million judgment and rendered = judgment=20 that appellants take nothing.  Ramco Oil & Gas, Ltd. = v.=20 Anglo-Dutch (Tenge), L.L.C., 207 S.W.3d 801 (Tex. = App.CHouston [14th Dist.] 2006, pet. denied). =

[3]  While the terms of the settlement = agreement=20 are confidential, appellants did not contend in the trial court or = here=20 that the settlement amount is insufficient to trigger their duty = to pay=20 the third tier investors the full amount owed under the terms of = the=20 agreements.  Instead, appellants contend only A. . . that if [appellants] settled with=20 Halliburton and paid the litigation financiers at the contractual = rates,=20 [appellants] believed there would not be enough left for it to = stay in=20 business as an oil company.@

[4]  The trial court=3Ds summary judgment awarded $116,126 in=20 attorneys=3D fees for trial and an additional = $14,515.75 in=20 the event of an appeal.

[5]  Generally speaking, = attorneys=3D fees incurred in the prosecution of a = tort claim=20 are not recoverable under Texas law.  Knebel v. Capital=20 Nat=3Dl Bank,=20 518 S.W.2d 795, 803B04 (Tex. 1974).  As a result, = parties seeking=20 to recover attorneys=3D fees have always been required to = segregate fees=20 between claims where fees are recoverable and claims where they = are=20 not.  Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d = 299, 311=20 (Tex. 2006).  An exception exists to this general duty to = segregate=20 if the claims are inextricably intertwined.  Id.  = To=20 establish that attorneys=3D fees are inextricably intertwined, the = party=20 seeking the recovery of attorneys=3D fees must establish that discrete legal = services=20 advanced both a recoverable and an unrecoverable claim.  = Id.=20 at 313B14.

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FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: left } .TextLargeBlackcenter { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: center } .TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } A.TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } .TextRed { FONT-WEIGHT: normal; FONT-SIZE: 12pt; COLOR: red; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } .TextHidenGray { FONT-SIZE: 0pt; COLOR: #ebebe1; LINE-HEIGHT: normal; FONT-FAMILY: = Tahoma, Arial, Helvetica, sans-serif; TEXT-ALIGN: left } .Time { FONT-WEIGHT: bold; FONT-SIZE: 10px; COLOR: red; LINE-HEIGHT: 4em; = FONT-FAMILY: Arial, Helvetica, sans-serif; TEXT-ALIGN: center } ------=_NextPart_000_0007_01C805FB.E920CBF0--