Opinion issued August 27, 2015
In The
Court of Appeals
For The
First District of Texas
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NO. 01-14-00370-CV
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REPUBLIC PETROLEUM LLC AND
REPUBLIC PETROLEUM PARTNERS, LP, Appellants
V.
DYNAMIC OFFSHORE RESOURCES NS LLC
AND W&T OFFSHORE INC., Appellees
On Appeal from the 270th District Court
Harris County, Texas
Trial Court Case No. 2010-80561
OPINION
Republic Petroleum LLC, an offshore gas producer, entered into a
Production Handling Agreement (PHA) with Dynamic Offshore Resources NS
LLC and W&T Offshore Inc. (the platform owners) to process natural gas from an
offshore well. In this suit, Republic claimed that the platform owners breached
their agreement in the PHA to maintain and repair the platform’s processing
equipment and charged excessive amounts for the repairs that were made. The
platform owners responded by contending that Republic LLC lacked standing and
capacity to seek damages for these breaches because (1) it had assigned its working
interest in the well before the claimed breaches occurred, and (2) even if it could
sue on behalf of the company in which it had an interest, it did not sue on behalf of
the other working interest owners.
The parties tried their claims and defenses to a jury. The jury found that the
platform owners did not comply with the PHA and further found that $741,235 in
damages would fairly and reasonably compensate Republic L.L.C. for the repair
and other costs that it had incurred as a result of the platform owners’ breaches of
the PHA. Following the verdict, the trial court held a bench trial on the issue of
attorney’s fees. It then entered a final judgment on the verdict and its finding of
reasonable and necessary attorney’s fees.
Post-trial, the platform owners urged their standing and capacity arguments
in a motion for judgment notwithstanding the verdict (jnov), motion for remittitur,
and motion to modify the judgment. The trial court initially denied the motions,
but on reconsideration signed a modified final judgment that reduced the jury and
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attorney’s fee awards to correspond to the fractional interest in the well’s
production that Republic LLC, through Republic LP, owned.
On appeal, Republic LLC challenges the modified judgment. The platform
owners cross-appeal, challenging the trial court’s denial of their motion for
directed verdict, motion for jnov, motion for new trial and motion for remittitur,
contending that Republic LLC should take nothing. Because we conclude that
Republic had standing to sue the platform owners, and its capacity to prosecute the
suit was a contested issue at trial that the jury impliedly found against the platform
owners, we conclude that the trial court erred in reducing the jury’s verdict to
Republic LP’s proportional interest in the well’s production. We reverse the
amended judgment, and we remand with instructions to reinstate the jury’s verdict
and to reconsider attorney’s fees in light of this opinion.
Background
Republic LLC developed a producing well, named the Satellite Well, in the
Gulf of Mexico near High Island, Texas. In November 2007, Republic LLC
entered into the PHA with the platform owners for processing the natural gas that
the well produced. The PHA governed the processing and handling of the natural
gas and condensate produced from the well and delivered by Republic LLC
through a 6-mile-long seafloor pipeline to an on-shore host facility. Under the
PHA, Republic LLC paid the platform owners a monthly volumetric fee for
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processing gas in exchange for, among other things, the platform owners’ routine
maintenance and repair of the processing equipment. Republic Petroleum LLC
was the signatory of the PHA and the designated operator of the producing well.
In addition, Republic LLC introduced an Offshore Operating Agreement
into evidence. In that agreement, Republic LLC was the designated representative
of the non-operating working interest participants in the well and was authorized to
act on behalf of all of the working interest owners. That agreement authorized
Republic LLC to negotiate and execute the PHA with the platform owners.
In October 2008, Republic LLC assigned its working interest in the well to
Republic Petroleum Partners LP; at that point, although Republic LLC continued
to be the operator under the PHA, it was no longer a working interest owner.
Republic LLC continued to be the operator under the operating agreement until
July 2010.
The evidence at trial showed that the equipment on the platform was old and
in disrepair, and that the platform owners overcharged Republic LLC for repairs to
the platform’s processing equipment. By the summer of 2008, the separator
equipment on the platform did not work properly. Shut-ins and downtime occurred
frequently, halting production. The platform owners gave their 90-day notice of
intent to terminate the contract in the spring of 2009, and they did not perform any
further maintenance on the equipment from that point forward.
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Republic LLC sued the platform owners for breach of the PHA, seeking
reimbursement for overcharges and excessive billings during the period that it was
the designated operator acting on behalf of the working interest owners. The jury
heard testimony from Scott Stanford, president of Republic Petroleum Partners, LP
and president and managing partner of Republic Petroleum, LLC. Republic LLC
is the general partner authorized to act on behalf of Republic LP. Republic LLC
also introduced into evidence records of the invoices and the payments that it had
made to the platform owners relevant to the activities under the PHA. Stanford
also testified that Republic LLC was the well’s designated operator for federal
reporting and compliance purposes.
The platform owners challenged this evidence with evidence regarding
Republic LLC’s lack of working interest ownership, and at a minimum, they
sought to limit the damages to Republic LP’s working interest share.
The jury found that the platform owners had breached the PHA, and further
found that Republic LLC was entitled to recover $741,235 in compensatory
damages for “repairs” and “costs paid by Republic LLC.” The jury found that
Republic LLC did not sustain any damages under the PHA for loss of production,
or for damage to the well reservoir or a platform reconnection.
The trial court held a post-verdict bench trial on Republic LLC’s request for
attorney’s fees. It found that Republic LLC had incurred $665,640.37 in
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reasonable and necessary fees. It entered a final judgment on the jury’s verdict and
its fee finding.
The platform owners moved for judgment notwithstanding the verdict, for
new trial, for remittitur, and to modify the judgment, contending that Republic
LLC lacked standing or capacity to bring suit under the PHA, claiming that
Republic LLC had transferred its working interest in the well before the platform
owners had breached the agreement. Alternatively, the platform owners contended
that Republic LLC was limited to the percentage of damages that corresponded to
the Republic entities’ working interest in the well, because it had not timely
identified itself as acting in a representative capacity on behalf of the working
interest owners. Although Republic LLC is the designated operator of the
producing well under the PHA, the platform owners pointed to evidence admitted
at trial establishing that Republic LLC had transferred its working interest in the
well to Republic LP and two other owners.
The trial court denied the platform owners’ motions for jnov, new trial, and
remittitur but granted their motion to modify the judgment. The modified final
judgment reduced the damages to 23.75% of the jury award and reduced the fee
award to 26.29% of the amount awarded at the bench trial. The damages reduction
was proportionate to the Republic entities’ existing working interest in the well,
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and the reduction of the attorney’s-fee award appears based on the same
consideration.
Discussion
Standard of review and preservation of error
The platform owners contend that we should review Republic LLC’s
challenges to the trial court’s ruling modifying the judgment for an abuse of
discretion, rather than de novo. But it is not the title of the post-trial motion that
governs the standard of review; rather, it is the relief requested and the substance
of the challenge presented. See Surgitek v. Abel, 997 S.W.2d 598, 601 (Tex.
1999); Doctor v. Pardue, 186 S.W. 3d 4, 16 (Tex. App.—Houston [1st Dist.] 2005,
pet. denied). In connection with their motion to modify the judgment, the platform
owners (1) challenged the legal and factual sufficiency of the evidence presented
and (2) urged modification as a matter of law based on Republic LLC’s alleged
limited capacity to bring suit. Their motion to modify the judgment was, in
substance, a motion to “disregard a jury’s answer to a vital fact issue.” Thus, we
review their motion to disregard the jury’s findings using a legal sufficiency
standard, and their arguments regarding a legal impediment to recovery as
questions of law de novo. See City of Keller v. Wilson, 168 S.W.3d 802, 822 (Tex.
2005).
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The platform owners further suggest that Republic LLC has waived its
challenge to the modified judgment because its appellate brief does not assail every
ground the platform owners asserted as a basis for requesting it. Each of the
platform owners’ grounds, however, is a variation of their overarching contention
that Republic LLC lacks standing and capacity, and that it could not sue for 100%
of the costs that it incurred without the participation of the working interest
owners. The Republic entities’ brief addresses the arguments regarding capacity
and standing, and discusses whether the conflicting evidence regarding capacity is
both legally and factually sufficient to support the jury’s verdict. The platform
owner’s waiver argument is without merit.
Republic LLC, for its part, contends that the platform owners have not
properly preserved any challenge to the amount of damages awarded by the jury,
noting that the Texas Rules of Civil Procedure provide that such challenges must
be brought by a motion for new trial, not a motion to modify the judgment. See
TEX. R. CIV. P. 324(b)(4); In re Brookshire Grocery Co., 250 S.W.3d 66, 73 (Tex.
2008) (orig. proceeding) (declaring that motions for new trial and motions to
modify, correct or reform a judgment are “distinct procedural vehicles”). Republic
ignores, however, that the platform owners moved for a new trial and for
remittitur, and included the standing and capacity arguments that it raises on
appeal, which the trial court denied.
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We conclude that the parties have preserved error regarding their challenges
to the trial court’s modified judgment. We turn to the merits of those arguments.
I. Standing
The platform owners claim that Republic LLC lacks standing to sue for a
breach of the PHA because it has assigned all of its working interest in the Satellite
Well to other entities. In contrast, Republic LLC contends that sufficient evidence
supports a finding that it had standing. A party’s standing to seek relief is a
question of law that we review de novo. Tex. Dep’t of Transp. v. City of Sunset
Valley, 146 S.W.3d 637, 646 (Tex. 2004).
The issue of standing focuses on whether a party has a sufficient relationship
with the lawsuit so as to have a ‘justiciable interest’ in its outcome. Austin Nursing
Ctr., Inc. v. Lovato, 171 S.W.3d 845, 848 (Tex. 2005). A plaintiff establishes
standing to maintain a breach-of-contract action by demonstrating that it has an
enforceable interest as a party to the contract, as an assignee of a party, or as a third
party beneficiary. See OAIC Comm’l Assets, L.L.C v. Stonegate Village L.P., 234
S.W.3d 726, 738 (Tex. App.—Dallas 2007, pet. denied).
Under Texas contract law, an assignor’s contractual obligations generally
“survive assignment unless the contract expressly provides otherwise or the
assignor obtains an express release.” Seagull Energy E&P, Inc. v. Eland Energy,
207 S.W.3d 342, 345 (Tex. 2006). Following this principle, the Court in Seagull
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Energy held that a seller remained liable under an operating agreement because the
agreement did not provide that the seller’s obligations terminated upon assignment
of the agreement, and the operator did not release the seller following the
assignment of its working interest. Id. at 347. Concomitantly, a party who assigns
its interest under a contract has standing to sue for damages that it incurred based
on the rights it had prior to the assignment, unless the breaching party’s actions
caused no damage to the assignor or the assignor right’s under the agreement were
terminated or otherwise released; liability for the non-assigning party’s breach of
its obligations do not disappear upon assignment, but remain in place. See id.
In this case, the parties did not terminate the agreement upon an assignment.
and the agreement does not provide for automatic termination upon assignment.
Rather, the PHA expressly requires that the platform owners consent to an
assignment, and the agreement allocates responsibility to Republic LLC for the
costs incurred until an assignment is approved:
15.1 PRODUCER, nor its successors or assigns shall assign, convey,
transfer, or hypothecate any of their rights, privileges, duties and/or
obligations, in whole or in part, under this Agreement without the
prior written consent of [PLATFORM OWNERS], which consent
shall not be unreasonably withheld. PRODUCER’S request for
consent must be in writing and include the name(s) of the assign(s),
pertinent details of the transactions, state the portion of the dedicated
handling/processing capacity being conveyed with such interest in the
Satellite Well and contain the written agreement by its assignee to be
bound by the terms of this Agreement. . . .
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15.2 Any assignment of this Agreement by either Party shall be
effective only upon at least seven (7) days[’] written notice to the
other Party. Each party shall remain responsible for any costs
incurred by that Party under the terms of this Agreement prior to the
date of notice to the other Party in writing of the assignment of this
Agreement and the assignee’s acceptance of the terms of this
Agreement.
The record does not contain any written request for consent from Republic
LLC to the platform owners or any writing from the platform owners consenting to
Republic LLC’s assignment of its responsibilities under the PHA to any other
entity. The evidence at trial, to the contrary, was that Republic LLC continued in
its role after ownership of the working interests took place. The platform owners
thus had not released Republic LLC from its obligations under the agreement. The
unambiguous, mandatory language of the provision did not allow Republic LLC to
transfer its obligations under the PHA without approval; accordingly, its
corresponding contractual rights held firm as well. Under the PHA’s own terms,
Republic LLC is the contracting party to that agreement; neither party adduced
evidence of an assignment approved by the platform owners. We hold that
Republic has standing to sue the platform owners for breach of the PHA and to
seek damages that it incurred as a result of the breach.
II. Capacity to Sue
The platform owners further contend that Republic LLC cannot directly
recover damages under the PHA because it did not own a working interest in the
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well when Republic LLC filed suit; instead, its assignees owned the working
interests at issue. At best, the platform owners argue, Republic LLC was acting in
the capacity of a representative on behalf of its assignees, but failed to demonstrate
that the assignees had granted it the authority to bring this suit. Republic LLC
responds that the jury impliedly found that Republic LLC possessed capacity to
sue, and it awarded damages based on the evidence of invoices and other
documents demonstrating the amounts Republic LLC paid as a result of the
platform owners’ breaches of the PHA.
Capacity is a procedural issue addressing the personal qualifications of a
party to litigate. Lovato, 171 S.W.3d at 848. Unlike a challenge to standing, a
challenge to capacity must be raised by verified pleading in the trial court. TEX. R.
CIV. P. 93(1)–(2); see Sixth RMA Partners, LP v. Sibley, 111 S.W.3d 46, 56 (Tex.
2003). The platform owners verified their pleading alleging that Republic LLC
lacked the capacity to sue under the PHA, and therefore, complied with this
requirement.
“[I]f a verified denial is filed, the issue of the plaintiff’s capacity to sue is
controverted, and the plaintiff bears the burden of proving at trial that he is entitled
to recover in the capacity in which he has filed suit.” Bossier City Chrysler Dodge
II, Inc. v. Rauschenberg, 201 S.W.3d 787, 798–99 (Tex. App.—Waco, pet.
granted), rev’d in part on other grounds, 238 S.W.3d 376 (Tex. 2007); see Damian
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v. Bell Helicopter Textron, Inc., 352 S.W.3d 124, 141 (Tex. App.—Fort Worth
2011, pet. denied). The plaintiff thus bears the burden to obtain a jury finding on
the issue. But if the questions submitted assume the plaintiff has capacity and the
defendant does not object to the absence of any questions, definitions, or
instructions on capacity, the defendant waives its right to appellate review of the
issue. Damian, 352 S.W.3d at 141–42.
The jury charge contained questions that assumed Republic LLC’s capacity
to sue under the PHA, but it did not contain a question that asked or instructed the
jury about Republic LLC’s capacity to bring suit. The platform owners objected to
submission of the damages question on the grounds that (1) there was no evidence
that Republic owned an interest in the well or, alternatively, owned only a portion
of the interest in the well and (2) the platform owners established as a matter of
law that Republic LLC lacks the capacity to recover damages under the PHA.
Both of these objections challenge the sufficiency of the evidence regarding
capacity. Neither of these objections, however, acknowledges a fact issue on
capacity or points to the absence of a jury question or instruction asking for a
capacity finding. And the jury heard evidence and argument regarding Republic
LLC’s capacity to bring this suit on behalf of the working interest owners, and
responding to cross-examination evidence and argument urging that any amount
that the jury awarded be limited to Republic LP’s working interest. For example,
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in closing argument, the platform owners noted the absence of the working interest
owners from the case. They expressly pointed out to the jury that “Republic
Petroleum LLC is the only plaintiff now . . . the plaintiff in this case transferred
100 percent of their interest to another entity when they amended the offshore
operating agreement.” Later, counsel argued, “Zero percentage remaining.
Now—but he’s coming to this Court and this jury, twelve of y’all and asking for
twelve and a half million dollars on behalf of Petroleum, LLC who transferred all
of their interests and has zero interest.” The parties tried the issue to the jury.
But the parties did not submit the issue to the jury for an independent
finding. The jury questions assumed that Republic LLC had the capacity to
recover damages on behalf of the working interest owners. The platform owners
neither objected to the absence of a question regarding capacity nor proffered one
of their own; accordingly, we hold that the platform owners have waived their
challenge to the lack of an independent finding regarding capacity. Based on the
jury’s verdict, Texas Rule of Civil Procedure 279 requires a court to deem a
finding of capacity consistent with the jury’s verdict if the evidence is factually
sufficient to support the deemed finding. See TEX. R. CIV. P. 279; Bossier City
Chrysler Dodge, 201 S.W.3d at 798 (explaining that if trial court submits question
assuming capacity and defendant does not object, defendant is bound by charge on
appeal). Because the platform owners challenge the legal and factual sufficiency
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of the evidence of capacity, however, we consider those challenges in light of the
deemed finding. See TEX. R. CIV. P. 279 (“A claim that the evidence was legally
or factually insufficient to warrant the submission of any question may be made for
the first time after verdict, regardless of whether the submission of such question
was requested by complainant.”).
III. Evidentiary Sufficiency
A. Standard of review
In reviewing a legal sufficiency challenge to the evidence, we view the
evidence in the light most favorable to the finding, crediting favorable evidence if
a reasonable factfinder could, and disregarding contrary evidence unless a
reasonable factfinder could not. City of Keller, 168 S.W.3d at 827. A party
bringing a legal sufficiency challenge to a finding on which it did not have the
burden of proof must demonstrate that there is no evidence to support the adverse
finding. See Exxon Corp. v. Emerald Oil & Gas Co., L.C., 348 S.W.3d 194, 215
(Tex. 2011). We may not sustain a legal sufficiency or no-evidence point unless
the record demonstrates that: (1) there is a complete absence of a vital fact; (2) the
court is barred by the rules of law or of evidence from giving weight to the only
evidence offered to prove a vital fact; (3) the evidence to prove a vital fact is no
more than a scintilla; or (4) the evidence established conclusively the opposite of
the vital fact. City of Keller, 168 S.W.3d at 810 (quoting Robert W. Calvert, “No
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Evidence and “Insufficient Evidence” Points of Error, 38 TEX. L. REV. 361, 362–
63 (1960)). The factfinder is the sole judge of the witnesses’ credibility and the
weight to give their testimony. Id. at 819.
In reviewing the factual sufficiency of the evidence, we are required to
examine all of the evidence, and we will set aside the judgment only if it is so
contrary to the overwhelming weight of the evidence as to be clearly wrong and
unjust. Cain v. Bain, 709 S.W.2d 175, 176 (Tex. 1986). Unlike a legal-sufficiency
review, a factual-sufficiency review requires that we review the evidence in a
neutral light. Id.; Nelson v. Najm, 127 S.W.3d 170, 174 (Tex. App.—Houston [1st
Dist.] 2003, pet. denied). The factfinder may choose to “believe one witness and
disbelieve others” and “may resolve inconsistencies in the testimony of any
witness.” McGalliard v. Kuhlmann, 722 S.W.2d 694, 697 (Tex. 1986); see also
City of Keller, 168 S.W.3d at 820–21.
B. Analysis
The record contains controverted evidence as to whether Republic LLC had
capacity to bring suit on the PHA. An April 10, 2007 Offshore Operating
Agreement (OOA) between Republic and the two other working interest owners,
Sierra Pine Resources International and Blue Dolphin Petroleum Company,
identifies Republic LLC as the operator and the two other entities as non-operators.
The 2007 OOA was in effect when the events giving rise to Republic LLC’s
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breach-of-contract action occurred. In particular, the OOA confers to Republic
LLC, as the operator, the exclusive right to “supervise the handling, conduct, and
prosecution of all Claims involving activities or operations.” Evidence shows that
the other working interest owners authorized Republic LLC to go forward with the
suit.
The OOA provides for allocation of expenses and revenue derived from gas
production based on the working interest ownership. But the record shows that
Republic LLC paid the platform owners’ invoices from its own account. Scott
Stanford, Republic LLC’s corporate representative, testified to $212,614 in
expenses incurred by Republic for structural repairs, and he confirmed that
Republic LLC paid the expenses. The invoices, remittances, and testimonial
evidence support the jury’s findings that Republic was entitled to full
compensation for the costs in repairs to the platform and a separator as well as
other costs paid by Republic LLC.
The PHA itself is also evidence supporting a finding of capacity. The
agreement was made “by and between Republic LLC and [the platform owners].”
As noted above, neither Republic LLC nor the platform owners provided the
written notice or the permission required under the “Successors and Assigns”
provision of the PHA. Republic LLC continued to be the only party identified as
“producer” under the PHA. Further, the PHA does not refer to or incorporate the
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OOA nor does the OOA refer to the PHA; the relationship between Republic LLC
and the platform owners under the PHA, therefore, is independent of the
relationships among the parties to the OOA. Finally, when the platform owners
moved to terminate the PHA, Republic was the entity to which they gave notice.
At trial, the platform owners adduced evidence that Republic LLC had
transferred its working interest to Republic LP, which later sold that interest to the
non-operating working interest owners. The platform owners also pointed to
evidence that Republic LLC had received reimbursement from the other working
interest owners for some of the overcharges that it had incurred; the platform
owners contend that an award to Republic LLC amounts to a windfall because it
has received partial payment for them in any event. The platform owners also
introduced evidence of letter agreements between and among various working
interest owners regarding allocations of expenses associated with the well. The
platform owners, however, are not parties to any of these agreements, including in
particular the OOA, which defines Republic LLC’s obligations to the non-
operating owners. The non-operating owners are not parties to this dispute, and
more importantly, are not parties to the PHA. The non-operating owners may
assert a claim against Republic LLC for reimbursement for amounts they remitted
to Republic LLC under their separate agreements, or for any right to a share of the
proceeds of the damages awarded in this case. But the damages the jury awarded
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are for the platform owners’ breaches of the PHA—that agreement directs that
Republic LLC is the party to whom the platform owners are legally obligated, and
the jury heard the evidence that it was Republic LLC who incurred these damages
when the platform owners overcharged it, and it paid the platform owners with
monies from its own account.
Finally, the jury’s damages award reflects consideration of this evidence: it
awarded damages for costs of repair and for “other costs paid” by Republic LLC
that “resulted from the Platform Owners’ failure to comply with the PHA,” but it
declined to award damages for loss of production, which was specifically excepted
from the PHA, and for Republic LLC’s pipeline connection.
We hold that the record contains legally sufficient evidence of capacity.
Viewing the evidence in a neutral light, we further hold that the jury’s deemed
finding of capacity is not so contrary to the overwhelming weight of the evidence
as to be clearly wrong and unjust; therefore, the evidence is factually sufficient to
support it.
IV. Rulings on Motion for Directed Verdict, Motion for JNOV, and
Post-Judgment Motions
Having resolved the challenges to Republic LLC’s standing and capacity to
sue, we apply the resolution of these issues in the context of the parties’ post-trial
motions that challenge the trial court’s modified judgment. The platform owners
challenge the trial court’s denial of their motion for directed verdict, motion for
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jnov, motion for new trial, and motion for remittitur. Conversely, Republic LLC
contends that the trial court erred in granting the platform owners’ motion to
modify the judgment.
Analysis
The platform owners’ motions are premised on their contention that
Republic LLC’s assignment of its working interest in the well deprives it as a
matter of law of any justiciable interest in the PHA and renders it incapable of
suing for the PHA’s breach. Our holdings that Republic LLC has standing and that
legally and factually sufficient evidence supports the jury’s deemed finding that
Republic LLC has capacity to sue mean that the trial court did not err in denying
the motion for jnov, motion for new trial, and motion for remittitur.
For the same reasons, we hold that the trial court erred in granting the
platform owners’ motion to modify the damages awarded by the judgment. See In
re Brookshire Grocery Co., 250 S.W.3d at 73.
V. Attorney’s Fee Award
Because the trial court’s reduction of the attorney’s fee award in the
modified judgment appears to have been based on the premise that Republic LLC
lacked capacity to recover the full amount, and we have reinstated the jury’s
damages award, we vacate the award of attorney’s fees and remand the matter to
the trial court for its further consideration. Thus, we need not reach Republic
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LLC’s evidentiary challenge to rebuttal testimony proffered by the platform
owner’s trial counsel on the ground that he had not been timely designated as an
expert witness. See TEX. R. APP. P. 47.1.
Conclusion
We hold that the trial court properly denied the platform owners’ post-trial
motions. We further hold that, because legally and factually sufficient evidence
support a finding that Republic LLC had the standing and capacity to bring the
suit, and to seek full compensation for the damages caused by the platform owners’
breach of the parties’ contract, the trial court erred in modifying the judgment to
reduce the amount of damages awarded by the jury. We therefore reverse the
judgment signed April 7, 2014 and remand the cause to the trial court with
instructions to reinstate the jury’s verdict and to reconsider the award of attorney’s
fees in light of this disposition.
Jane Bland
Justice
Panel consists of Justices Jennings, Bland, and Brown.
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