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^{^[1]} =20 Although not submitted or requested to be submitted in the jury = charge,=20 Tex Star also contends that its liability was discharged as a = matter of=20 law to the extent that Regal accepted the repossessed vehicles = from the=20 purchasers in full satisfaction of the debt on the notes. = However,=20 our disposition of other issues makes it unnecessary to address = this=20 contention.

^{^[2]} =20 See Tex. Bus. & Com. Code Ann. '' 9.610(b), 9.627(b)(3) (Vernon = 2002). The=20 PSAs also require the sale of a repossessed vehicle to be = conducted in a=20 commercially reasonable manner in conformity with the Uniform = Commercial=20 Code.

^{^[3]} =20 Because neither Wilson, Havins, nor any of the other = authorities upon which Regal relies involved a jury charge = defining=20 commercial reasonableness, as in this case, solely by reference to = the=20 dealer standard, they do not bear on the issue before us. = See=20 Wilson v. Gen. Motors Acceptance Corp., 897 S.W.2d 818 (Tex.=20 App.BHouston [1st. Dist.] 1994, no writ); = Havins v.=20 First Nat=3Dl Bank of Paducah, 919 S.W.2d 177 (Tex. App.BAmarillo 1996, no = writ).

^{^[4]} =20 If the definition submitted in this case created only an optional=20 standard, rather than a required condition, then other similarly = worded=20 charge definitions, such as those below, would do so as=20 well:

An occurrence is = caused by an=20 act of God if it is caused directly and exclusively by the = violence of=20 nature, without human intervention or cause, and could not have = been=20 prevented by reasonable foresight or care.

Comm. on Pattern Jury = Charges,=20 State Bar of Tex., Texas Pattern Jury Charges: General = Negligence,=20 Intentional Personal Torts PJC 3.5 (2006).

One who would = otherwise be in=20 the general employment of one employer is a Aborrowed = employee@ of another employer = if such=20 other employer or his agents have the right to direct and control = the=20 details of the particular work inquired about.

Id. PJC 7.2

An employee is acting = in the=20 scope of his employment if he is acting in the furtherance of the = business=20 of his employer.

Id. PJC 7.6

Consent [to medical = treatment]=20 is implied by law if the patient is unconscious or otherwise = unable to=20 give express consent and an immediate surgical procedure is = necessary to=20 preserve his life or health.

Comm. on Pattern Jury = Charges,=20 State Bar of Tex., Texas Pattern Jury Charges: Malpractice, = Premises,=20 Products PJC 51.15 (2006).

Apparent authority = exists if a=20 party (1) knowingly permits another to hold himself out as having=20 authority or, (2) through lack of ordinary care, bestows on = another such=20 indications of authority that lead a reasonably prudent person to = rely on=20 the apparent existence of authority to his detriment.

Comm. on Pattern Jury = Charges,=20 State Bar of Tex., Texas Pattern Jury Charges: Business, = Consumer,=20 Insurance, Employment PJC 101.4 (2006).

Implied ratification = occurs if=20 a party, though he may have been unaware of unauthorized conduct = taken on=20 his behalf at the time it occurred, retains the benefits of the=20 transaction involving the unauthorized conduct after he acquired = full=20 knowledge of the unauthorized conduct.

Id. PJC = 101.5

One party performs = compensable=20 work if valuable services are rendered or materials furnished for = another=20 party who knowingly accepts and uses them and if the party = accepting them=20 should know that the performing party expects to be paid for the=20 work.

Id. PJC = 101.42.

A relationship of = trust and=20 confidence existed if Paul Payne justifiably placed trust = and=20 confidence in Don Davis to act in Paul = Payne=3Ds best = interest.

Id. PJC=20 104.1

^{^[5]} =20 Regal does not dispute the meaning of the charge definition on = its=20 face, but instead contends that because the definition was = correctly=20 worded, it cannot be applied based on the charge language in = isolation,=20 Adisregarding the UCC, = its=20 official commentary, WHITE & SUMMERS, and prior case = law.@ On the = contrary,=20 regardless whether the definition was correct, incorrect, = complete, or=20 incomplete, because Regal did not object to the definition that = was=20 submitted, we are not at liberty to engraft or adopt a different = standard=20 after the fact from sources outside the charge.

Ironically, Tex Star submitted a = proposed charge=20 question which did not define Acommercially reasonable,@ but instead listed sixteen factors that = could be=20 considered, one of which was the dealer standard. This = question=20 would have considerably lowered Regal=3Ds standard of proof on commercial = reasonableness=20 relative to the definition submitted, but the trial court refused = to=20 submit it, presumably because Regal would not agree to=20 it.

^{^[6]} =20 McIngvale and his wife, Deborah, are co-owners of Tex=20 Star.

^{^[7]} =20 The National Automobile Dealers Association, or NADA, provides, = among=20 other things, used vehicle pricing and information for buyers and=20 sellers. See http://www.nada.com.

^{^[8]} =20 The parties dispute whether the procedure employed by Regal was, = in fact,=20 a sealed bid process.

^{^[9]} =20 The trial court denied Regal=3Ds request to allow = Wright to=20 testify on standard practices in the used vehicle market and=20 Regal=3Ds compliance with = those=20 practices because he had not been timely designated as an expert=20 witness. Regal has not assigned error to that ruling on=20 appeal.

It is arguable that = obtaining a=20 commercially reasonable price for a vehicle, such as that = published by the=20 NADA, supports an inference that a commercially reasonable = practice was=20 employed to obtain that price. In this case, however, the = charge=20 instructed the jury that every aspect of the disposition was = required to=20 be commercially reasonable, i.e., without regard to the = outcome,=20 and there is no evidence to support an inference that a NADA price = could=20 only be obtained if commercially reasonable practices were = followed and=20 not by mere happenstance.

Because we conclude that there was no = evidence of=20 commercial reasonableness of any kind in this case, we do not = address=20 whether expert testimony is required to prove commercial=20 reasonableness. We cannot, for example, rule out the = possibility=20 that, in a given set of facts and jury charge language, sufficient = proof=20 could be provided by a fact witness with extensive experience, by=20 reference to promulgated industry or trade association guidelines, = or=20 otherwise to enable a jury to decide this issue.

^{^[10]} =20 In addition, to whatever extent a particular method used by Regal, = such as=20 the use of sealed bids, could be a reasonable commercial = practice=20 among dealers under any circumstances, there is no evidence of = what those=20 circumstances would be, or of how that method would have to be = carried=20 out, in order for it to be considered commercially reasonable = among=20 dealers. There is, however, evidence that: (1) Regal did not = advertise any of its sales; (2) Wright=3Ds only method of soliciting bids was to = call=20 wholesalers he knew; (3) Regal accepted bids that were well below = NADA=20 values; (4) those who purchased from Regal usually resold the = vehicles=20 quickly at higher prices, with little or no repair work, including = many=20 that were taken directly to auction by the purchasers; (5) Regal = deviated=20 from its own procedures in having no NADA value sheet in the file = for more=20 than 300 repossessions, selling 200 vehicles with only one bid, = and having=20 no condition report in numerous files; (6) Regal=3Ds claim that it was unable to obtain as = high a=20 yield on ten vehicles it sold at auction as with private sales to=20 wholesalers is unsupported by the evidence in that files for eight = of the=20 ten sales made at auction do not contain any other bids for = comparison=20 purposes, and the remaining two files establish that the auction = price was=20 actually higher than the wholesalers=3D bids; (7) of the 287 vehicles for which = Tex Star=20 had resale information, 138 were sent to wholesale public auctions = after=20 Regal sold them to a wholesaler, and yielded an average profit of = $874=20 above what Regal received; and (8) although Wright testified that = any=20 licensed wholesaler with adequate credit was allowed to bid on=20 Regal=3Ds repossessed vehicles, Thorpe testified = that=20 Wright did not permit him to do so on several = occasions.

^{^[11]} =20 In Aconsumer transactions,@ a secured party that fails to prove = compliance=20 with the statutory requirements for disposition of collateral is = barred=20 from collecting any deficiency. See Tex. Bus. & = Com. Code=20 Ann. ' 9.626(a), State Bar Committee cmt. = (Vernon=20 2002). Because Question 6 of the charge instructed the jury, = in=20 deciding damages, to consider only notes relating to vehicles that = Regal=20 sold in a commercially reasonable manner, such that a recovery of=20 deficiencies on any other vehicles would be barred, it thereby = treated the=20 transactions as consumer transactions for this purpose, and = neither=20 party objected or has assigned error to that aspect of the=20 charge.

^{^[12]} =20 We cannot discern from the record whether the jury could have = deducted=20 this amount from any of the damages it awarded.

^{^[13]} =20 There is also no evidence that: (1) the alleged oral agreement = purported=20 to modify or replace any of the existing reserve provisions or = other=20 obligations under the PSAs; or (2) the Bank One reserve funds were = intended to ever be paid to Regal for any reason or to serve any = purpose=20 other than solely to secure the Bank One loan.

^{^[14]} =20 Regal also contends on appeal that Tex Star waived its right to = judgment=20 on the disregarded jury finding by failing to challenge all = grounds=20 asserted in the motion to disregard. However, Regal does not = specify, and we have not found, any such unchallenged=20 grounds.

^{^[15]} =20 See, e.g., Carl J. Battaglia, M.D., P.A. v. Alexander, 177 = S.W.3d=20 893, 903 (Tex. 2005); Sterner v. Marathon Oil Co., 767 = S.W.2d 686,=20 690 (Tex. 1989); Morris v. Holt, 714 S.W.2d 311, 313 (Tex. = 1986);=20 Grenwelge v. Shamrock Reconstructors, Inc., 705 S.W.2d 693, = 694=20 (Tex. 1986); C & R Transp., Inc. v. Campbell, 406 = S.W.2d 191,=20 194 (Tex. 1966).

^{^[16]} =20 See Tex. R. Civ. P.=20 277, 278 (requiring a trial court to submit to the jury the = questions, instructions, and definitions that are raised by the = pleadings=20 and evidence and are proper to enable the jury to render a=20 verdict).

^{^[17]} =20 In addition, the portions of Regal=3Ds briefs addressing = this issue=20 do not indicate: (1) what specific fiduciary duty(s) any of these=20 defendants had which they breached; (2) what specific conduct by = any of=20 these defendants constituted a breach of any fiduciary duty or = when that=20 conduct occurred relative to when the duty arose; (3) how any = breach of=20 fiduciary duty by any defendant caused damage to Regal; or (4) = where in=20 the record evidence of these things can be found. See Tex. = R. App.=20 P. 38.1(h) (requiring appellant=3Ds brief to contain a = clear and=20 concise argument for the contentions made, with appropriate = citations to=20 authorities and to the record). In this regard, even=20 Regal=3Ds reply brief in = support of its=20 conditional cross-appeal focuses almost exclusively on the = existence of=20 the relationship and merely states with regard to the breach, = AMcIngvale does not = even contest=20 the sufficiency of the evidence on the element of = breachChe simply argues that = no=20 fiduciary duty existed. Therefore we will not belabor that=20 point.@

Moreover, Regal=3Ds briefs contend that the existence of = the=20 fiduciary relationships was based on: (1) George McIngvale and Tex = Star=20 being general partners of Regal: and (2) Debora McIngvale being=20 controller, and thus an agent, of Regal. However, the formal = relationships that exist between partners and between principals = and=20 agents give rise to a fiduciary duty as a matter of law. = See,=20 e.g., Crim Truck & Tractor Co. v. Navistar = Int=3Dl Transp. Corp., 823 S.W.2d 591, 593B94 (Tex. 1992). To the extent = another moral,=20 social, domestic, or personal relationship of trust and confidence = may=20 give rise to an informal fiduciary duty, the existence of such a=20 relationship is usually a question of fact. See Meyer v.=20 Cathey, 167 S.W.3d 327, 330B31 (Tex. 2005); Crim Truck, 823 = S.W.2d at=20 594.

The jury question = that Regal=20 requested on the existence of a fiduciary duty did not pertain to = the=20 existence of a formal fiduciary relationship, such as a = partnership or=20 principal-agent relationship (and none would have been appropriate = on such=20 a question of law unless the facts giving rise to the existence of = such a=20 duty were disputed), but was instead directed to the existence of = an=20 informal fiduciary relationship, as would arise in another context = as a=20 question of fact. See Comm. on Pattern Jury Charges, = State=20 Bar of Tex., Texas Pattern Jury Charges: Business, Consumer, = Insurance,=20 Employment PJC 104.1, 104.2 comment (2006).

In addition, Regal = did not=20 request the trial court to rule on whether the evidence = established a=20 formal fiduciary relationship as a matter of law (such as by a = motion for=20 directed verdict, motion for entry of judgment, or the = like). During=20 trial, Tex Star and the McIngvales moved for an instructed verdict = on=20 Regal=3Ds fiduciary duty = claims and=20 provided the trial court a memorandum contending that the=20 parties=3D relationships did = not give=20 rise to a fiduciary duty as a matter of law. Regal has = cited, and we=20 have found, no portion of the record where the trial court ruled = on this=20 motion other than by refusing the submission of Regal=3Ds jury = questions. In and=20 of itself, that ruling addresses only whether there were fact = issues to be=20 decided by the jury concerning the matters set forth in those = questions,=20 not whether any fiduciary duties existed as a matter of law, as = Regal=20 contends on appeal; and Regal has not identified or assigned error = to any=20 other ruling by the trial court that could have addressed that=20 issue.

Therefore, apart from being conditioned = on an=20 event that has not occurred, Regal=3Ds cross-point: (1) fails to cite = evidence=20 establishing the existence of an informal fiduciary relationship = or the=20 breach of any fiduciary duty (formal or informal) and damages = therefrom,=20 and thus fails to demonstrate that the trial court erred by = refusing to=20 submit the jury questions on fiduciary duty; and (2) assigns no = error to=20 any other ruling by the trial court with regard to its claim for = breach of=20 a formal fiduciary duty, and thus affords no basis for relief on = that=20 claim.

^* =20 Senior Justices Harvey H. Hudson and Richard H. Edelman sitting by = = assignment.