Steven K. Topletz v. Raygan Wadle, as Independent of the Estate of Lynda Willis

Affirmed and Opinion Filed January 11, 2023

S In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-21-00047-CV

STEVEN K. TOPLETZ, Appellant
V.
RAYGAN WADLE, AS INDEPENDENT EXECUTOR OF THE ESTATE
OF LYNDA WILLIS, Appellee

On Appeal from the 416th Judicial District Court
Collin County, Texas
Trial Court Cause No. 416-03100-2020

MEMORANDUM OPINION
Before Justices Partida-Kipness, Pedersen, III, and Nowell
Opinion by Justice Partida-Kipness
Appellant Steven K. Topletz appeals the trial court’s orders granting

appellee’s motion for summary judgment on Topletz’s bill of review and ordering

sanctions against his counsel. We affirm.

BACKGROUND

Although this appeal relates to the denial of a bill of review filed in 2020 by

Topletz, the origins of the dispute go back to 2004 with the formation of a limited

partnership to engage in real estate development. Topletz’s actions and omissions

within that enterprise ultimately led to a 2012 lawsuit filed by Lynda Willis on behalf
of herself and the limited partnership. An adverse judgment was rendered against

Topletz in 2015. Willis’s efforts to collect on that judgment and Topletz’s resistance

to those efforts ultimately brought the underlying case to where it is today. A brief

history of the parties’ interactions prior to the 2012 Lawsuit is necessary to properly

address the parties’ appellate arguments. We, therefore, begin there before providing

the procedural background of the dispute that is the subject of this appeal.

A. The parties’ business relationships

Lancaster Bluegrove, L.P. (the Partnership) was formed on February 28, 2004,

to purchase and develop real property for resale. Andante Development, Inc.

(Andante) was the general partner and owned 1% of the Partnership. Lynda Willis

and Andante Development of Nevada, Inc. (Andante Nevada) were limited partners

who each owned 49.5% of the Partnership. Topletz was the president and sole

shareholder of Andante and Andante Nevada.

The Partnership acquired approximately 454 acres in Lancaster, Texas (the

Bluegrove Property) to develop for resale. In 2004, Willis wired Topletz

$304,475.93 to purchase the first tract in the Bluegrove Property. When purchased,

the Bluegrove Property was owned free and clear of any liens or encumbrances.

Unbeknownst to Willis, Topletz took several actions beginning in July 2005 that

encumbered the Bluegrove Property and, by extension, Willis’s investment in the

property and potential profits from its future sale. Those encumbrances included two

loans obtained by the Partnership through Andante and Topletz totaling

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$567,805.00. The loans were obtained in July 2005 and July 2006 and secured by

liens against the Bluegrove Property. Andante did not inform or otherwise notify

Willis of either of the loans.

Lancaster Cub Creek, L.P. (Cub Creek) was formed on December 22, 2005.

Like the Partnership, Cub Creek was formed to purchase and develop real property

for resale. Willis was not a partner in Cub Creek. Andante was the general partner

owning 1% of Cub Creek, and Andante Nevada was the sole limited partner owning

99%. Prior to 2007, Cub Creek purchased approximately 289 acres in Lancaster,

Texas (the Cub Creek Property). To make the purchase, however, Cub Creek

borrowed money from Inwood Bank secured by a lien and deed of trust in favor of

Inwood Bank.

When Cub Creek sought to obtain an extension and refinance of the Cub

Creek Property, Andante caused the Partnership to pledge the Bluegrove Property

and the Partnership’s equity in the Bluegrove Property as security for a loan

refinance from Inwood Bank to Cub Creek. Again, Andante did not inform or

otherwise notify Willis of those transactions.

Then, in 2009, Topletz marketed and sold the Bluestone Property and Cub

Creek Property in a single transaction that closed on September 1, 2009. Like the

prior transactions, Andante did not inform or otherwise notify Willis of the sale.

At the time of the sale, the Bluegrove Property was encumbered by two loans

totaling $523,016.85 (the Bluegrove Loans), and Cub Creek was encumbered by

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four loans totaling $3,398,990.88 (the Cub Creek Loans). After the sale, there was a

net due from seller of $941,595.37 which was paid by Topletz. The Partnership’s

equity was then used to pay down the Cub Creek loan to the benefit of Cub Creek,

Andante, Andante Nevada, and Topletz. The portion of the sales price attributable

to the Bluegrove Property was $911,978.16. Willis’s share of the proceeds should

have been 49.5% of Bluegrove’s net proceeds. Unfortunately, the Partnership did

not realize any money from the sale and Willis received no distributions from the

sale despite considerable equity in the Bluegrove Property.

B. The 2012 Lawsuit

On October 25, 2012, Willis sued Topletz1 for breach of fiduciary duty, fraud,

and breach of contract in the 416th District Court of Collin County (the 2012

Lawsuit). She sued in her individual capacity and derivatively for the Partnership.

Willis’s individual fraud and breach of fiduciary duty claims were based on

Topletz’s use of the Bluegrove Property as collateral for the Cub Creek loan, sale of

the Bluegrove Property in combination with the Cub Creek property, and failure to

disclose those acts. Willis alleged those actions benefited Topletz and Cub Creek to

the detriment of both Willis and the Partnership.

The Collin County trial court held a bench trial and rendered judgment against

Topletz on August 10, 2015 (the 2015 Judgment). The court awarded the Partnership

$344,951.58 in damages plus prejudgment interest and awarded Willis individually

1
Willis also brought claims against other parties who are not involved in this appeal.
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$304,475.93 in damages plus prejudgment interest, $100,000 in exemplary damages,

attorney’s fees of $280,713.34, and conditional appellate fees. The 2015 Judgment

included the trial court’s determination that the trial court had jurisdiction over the

parties and the subject matter of the case.

The trial court also issued findings of fact and conclusions of law. The trial

court concluded Topletz made several misrepresentations regarding the Bluegrove

Property. The court also concluded Willis joined the partnership, invested significant

funds, and continued in the partnership in reliance on Topletz’s misrepresentations

and failure to disclose material information. Those misrepresentations included that

the land was to be purchased in cash and kept free of encumbrances or debts, and

the Bluegrove Property was in good financial condition because its loan to value

ratio was desirable compared to that of Cub Creek. Similarly, the trial court

concluded Adante failed to disclose material information to Willis, including the

intention to encumber the Bluegrove Property, that loans were obtained and secured

by the Bluegrove Property, the purpose of the loans or what the funds were to be

used for, and Andante’s intention to pledge the Bluegrove Property for Cub Creek

loans and sell the property and use the proceeds of the sale to pay off the Bluegrove

Loans and the Cub Creek Loans. The trial court concluded Willis relied on Andante

and Topletz’s representations and failures to disclose material information

concerning the partnership and was damaged as a result. That damage included out-

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of-pocket damages of the $304,475.93 Willis invested to purchase the first tract of

the Bluegrove Property.2

C. Post-judgment collection efforts

Topletz did not appeal the 2015 Judgment and did not pay the damages

awarded to Willis. Willis hired counsel to begin collection efforts against Topletz

for the damages awarded to her individually. Willis’s counsel served extensive post

judgment discovery on Topletz and filed a motion to compel Topletz to respond to

the discovery and produce responsive documents. Willis passed away before the

motion to compel hearing. After her estate was probated, the independent executor

of her estate, appellee Raygan Wadle, continued Willis’s efforts to collect on the

portions of the 2015 Judgment rendered in favor of Willis individually.

The trial court heard the motion to compel and ordered Topletz to produce

various documents. When Topletz did not comply with the order compelling

production, Wadle filed a motion for contempt against Topletz. The trial court heard

the motion for contempt and signed a Judgment for Contempt on March 18, 2019

(the 2019 Contempt Judgment). The trial court ordered Topletz be held in contempt

of court and confined to the county jail of Collin County until he complied with the

discovery order. Topletz sought relief from the 2019 Contempt Judgment by filing

petitions for writs of habeas corpus in this Court, the Texas Supreme Court, and the

2
As to the Partnership, the trial court concluded Topletz reduced his liability under his guaranty of the
Cub Creek loans by the equity and value of the Bluegrove Property. The court calculated that unwarranted
benefit as totaling $344,951.58, which is the amount awarded to the Partnership in the 2015 Judgment.
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United States District Court for the Eastern District of Texas. Although the habeas

petitions were denied, Topletz still did not comply with the order compelling

production.

D. Topletz’s bill of review

On February 28, 2020, Topletz filed a bill of review in the 193rd Judicial

District Court of Dallas County challenging the 2015 Judgment. He argued the 2015

Judgment was void because the trial court did not have subject matter jurisdiction

over the Partnership. Topletz alleged the Texas Secretary of State cancelled the

Partnership’s existence as a legal entity on July 15, 2009. He maintained the

Partnership lacked standing to bring the 2012 Lawsuit, and the Collin County court

lacked subject matter jurisdiction over the Partnership because more than three years

had elapsed between the cancellation of the Partnership’s existence and the filing of

the 2012 Lawsuit. See TEX. BUS. ORG. CODE § 11.356(a)(1) (“the terminated filing

entity continues in existence until the third anniversary of the effective date of the

entity’s termination only for purposes of: (1) prosecuting or defending in the

terminated filing entity’s name an action or proceeding brought by or against the

terminated entity; . . .”). Topletz had not previously raised the issue of jurisdiction

in his post-judgment or appellate filings following the 2015 Judgment.

Wadle moved to transfer the bill of review action from Dallas County to the

416th Judicial District Court of Collin County. Wadle included a request for

sanctions against Topletz and his counsel within the motion to transfer. The Dallas

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County court granted the motion to transfer on June 10, 2020, and ordered the case

transferred to the 416th Judicial District Court of Collin County. Once back in Collin

County, Wadle filed a motion for summary judgment on Topletz’s bill of review,

and Topletz filed a competing motion for summary judgment. Wadle also

supplemented the request for sanctions previously included in his motion to transfer.

On March 11, 2021, the trial court signed an order denying Topletz’s motion

for summary judgment, granting Wadle’s motion for summary judgment and

denying Topletz’s bill of review, and ordering Topletz to take nothing on his claims

against Wadle. On April 13, 2021, the trial court signed an eight-page order granting

Wadle’s request for sanctions and rendering sanctions against Topletz’s counsel,

Austin Champion. Those orders are the subject of this appeal.

STANDARDS OF REVIEW

We review orders granting summary judgment de novo. Lujan v. Navistar,

Inc., 555 S.W.3d 79, 84 (Tex. 2018). A party moving for traditional summary

judgment bears the burden of showing that no genuine issue of material fact exists

and that she is entitled to judgment as a matter of law. TEX. R. CIV. P. 166a(c). To

determine if the non-movant raises a fact issue, we review the evidence in the light

most favorable to the non-movant, crediting favorable evidence if reasonable jurors

could do so, and disregarding contrary evidence unless reasonable jurors could not.

Gonzalez v. Gonzalez, No. 05-16-00238-CV, 2017 WL 3599773, at *1 (Tex. App.—

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Dallas Aug. 22, 2017, no pet.) (mem. op.) (citing Mann Frankfort Stein & Lipp

Advisors, Inc. v. Fielding, 289 S.W.3d 844, 848 (Tex. 2009)).

We review a sanctions order for abuse of discretion. Low v. Henry, 221

S.W.3d 609, 614 (Tex. 2007). We will overturn a trial court’s imposition of sanctions

only when it is based on an erroneous view of the law or a clearly erroneous

assessment of the evidence. Home Owners Funding Corp. of Am. v. Scheppler, 815

S.W.2d 884, 889 (Tex. App.—Corpus Christi–Edinburg 1991, no writ); see also

Cooter & Gell v. Hartmax Corp., 496 U.S. 384, 405 (1990). We must indulge every

legal presumption in favor of the trial court’s ruling and view the evidence in the

light most favorable to that ruling. Hatteberg v. Hatteberg, 993 S.W.2d 522, 526

(Tex. App.—Houston [1st Dist.] 1994, no writ). A mere error in judgment by the

trial court does not constitute an abuse of discretion. Bradt v. Sebek, 14 S.W.3d 756,

761 (Tex. App.—Houston [1st Dist.] 2000, pet. denied). Further, “[t]he mere fact

that a trial judge may decide a matter within his discretionary authority in a different

manner than an appellate judge in a similar circumstance does not demonstrate that

an abuse of discretion has occurred.” Downer v. Aquamarine Operators, Inc., 701

S.W.2d 238, 242 (Tex. 1985).

ANALYSIS

In two issues, Topletz challenges the March 11, 2021 summary judgment

order denying his bill of review and the April 13, 2021 sanctions order.

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I. The Summary Judgment Order Denying the Bill of Review

In his bill of review, Topletz argued the 2015 Judgment was void because the

2012 Lawsuit was filed more than three years after the Texas Secretary of State

terminated the Partnership’s existence. According to Topletz, the trial court was

without jurisdiction to render judgment for the Partnership as a result of its

termination. Topletz also contended the Partnership’s termination status deprived

the trial court of jurisdiction over Willis’s individual claims because those claims

and damages were merely derivative claims arising from and interwoven with the

Partnership and its claims. Central to Topletz’s bill of review was evidence of the

date of the Partnership’s termination. That evidence was not before the trial court at

the time it rendered the 2015 Judgment.

In the motion for summary judgment, Wadle asserted several bases for

denying the bill of review as a matter of law. First, Wadle argued the bill of review

was time-barred as a direct attack because it was filed more than four years after

rendition of the 2015 Judgment, and Topletz did not plead or prove the required

element of extrinsic fraud. Next, Wadle contended a collateral attack on the 2015

Judgment failed as a matter of law because the jurisdictional recitals in the 2015

Judgment showed the trial court had jurisdiction over the claims and parties, and

extrinsic evidence could not be reviewed to contradict those jurisdictional recitals.

Further, Wadle maintained the 2015 Judgment was not void as to Willis because she

asserted claims against Topletz for fraud and breach of fiduciary duty that were not

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interconnected with the Partnership’s claims because she suffered harm in her

individual capacity and separate from her interest in the Partnership. Wadle also

asserted that Topletz’s arguments were barred by principles of estoppel and res

judicata because he failed to raise the issue of lack of jurisdiction in any post-

judgment proceeding or in documents filed in connection with Wadle’s efforts to

collect on the 2015 Judgment. Similarly, Wadle argued Topletz could not maintain

a bill of review because he participated in the 2015 trial.

On appeal, Topletz insists none of the grounds asserted by Wadle supported

the trial court’s summary judgment order. As in the bill of review, Topletz relies on

the extrinsic evidence of the Partnership’s termination date to support his arguments

that the 2015 Judgment was void. Wadle, in response, maintains we may not look to

that extrinsic evidence because the bill of review was a collateral attack on the 2015

Judgment and extrinsic evidence may not be used to declare a judgment void that

facially shows the trial court’s jurisdiction over the claims and parties. We agree

with Wadle.

A. The bill of review was a collateral attack on the 2015
Judgment.

A bill of review is an equitable proceeding brought by a party seeking to set

aside a prior judgment that no longer remains subject to challenge by a motion for

new trial or appeal. Caldwell v Barnes, 154 S.W.3d 93, 96 (Tex. 2004) (per curiam).

A bill of review, when properly brought, is a direct attack on a judgment. Fender v.

Moss, 696 S.W.2d 410, 412 (Tex. App.—Dallas 1985, writ ref’d n.r.e.). A direct
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attack seeks to change a former judgment and secure a corrected one. Austin Indep.

Sch. Dist. v. Sierra Club, 495 S.W.2d 878, 881 (Tex. 1973). But when a bill of review

fails as a direct attack, it may instead constitute a collateral attack. Fender, 696

S.W.2d at 412; Pursley v. Ussery, 937 S.W.2d 566, 568 (Tex. App.—San Antonio

1996, no writ).

A collateral attack does not attempt to secure a corrected judgment. Browning

v. Prostok, 165 S.W.3d 336, 346 (Tex. 2005). Instead, it seeks to avoid the effect of

the former judgment. PNS Stores, Inc. v. Rivera, 379 S.W.3d 267, 272 (Tex. 2012).

Only a void judgment may be attacked collaterally. Browning, 165 S.W.3d at 346.

A judgment is void when “the court rendering judgment had no jurisdiction of the

parties or property, no jurisdiction of the subject matter, no jurisdiction to enter the

particular judgment, or no capacity to act.” PNS Stores, 379 S.W.3d at 272 (citation

omitted).

A judgment may be challenged as void through a direct attack or a collateral

attack. PNS Stores, Inc. v. Rivera, 379 S.W.3d 267, 271 (Tex. 2012). Generally,

absent a showing of extrinsic fraud, a petition for bill of review must be filed within

four years of the judgment or order sought to be set aside. Id. at 275. “After the time

to bring a direct attack has expired, a litigant may only attack a judgment

collaterally.” Id. at 271–72. Here, Topletz filed the bill of review more than four

years after the 2015 Judgment. Accordingly, his only means for attacking the 2015

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Judgment as void was a collateral attack. See id. at 271. We conclude the bill of

review action constituted a collateral attack of the 2015 Judgment.3

B. Consideration of extrinsic evidence

Having concluded the bill of review was a collateral attack, we must next

decide what evidence may be considered to determine whether the 2015 Judgment

was void. This is the crux of the parties’ dispute on appeal. Topletz insists the trial

court erred by refusing to consider the July 15, 2009, cancellation of the

Partnership’s registration when deciding whether the 2015 Judgment was void.

Wadle maintains the cancellation date constitutes extrinsic evidence the trial court

was not permitted to consider when analyzing the bill of review. Our resolution of

this question will determine how we must proceed in our analysis and is dispositive.

This Court’s review of a collateral attack is limited to whether the record

affirmatively and conclusively negates the existence of jurisdiction—not whether

the trial court otherwise erred in reaching its judgment. In re Blankenship, 392

S.W.3d 249, 255 (Tex. App.—San Antonio 2012, no pet.). This Court presumes the

judgment is valid. PNS Stores, 379 S.W.3d at 273. But a jurisdictional defect

displaces that presumption. Alfonso v. Skadden, 251 S.W.3d 52, 55 (Tex. 2008) (per

curiam). The record affirmatively demonstrates a jurisdictional defect sufficient to

void a judgment when it establishes the trial court lacked subject-matter jurisdiction

3
Topletz’s counsel conceded at oral argument that his bill of review action was a collateral attack of
the 2015 Judgment.
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over the suit. PNS Stores, 379 S.W.3d at 273. The “record” to be reviewed in a

collateral attack is limited to the record before the trial court at the time the trial court

rendered the challenged judgment. See Crown Bay Mgmt., LLC v. Surface Works,

Inc., No. 02-21-00025-CV, 2022 WL 247569, at *3 (Tex. App.—Fort Worth Jan.

27, 2022, no pet.) (mem. op.) (“Crown Bay must establish that the default judgment

was void based on the record as it stood at the time the default judgment was

rendered. Accordingly, any evidence adduced in Crown Bay’s collateral attack—in

connection with its postjudgment motion to dissolve the writ as an intervenor—is

not considered.”). It is unsurprising that extrinsic evidence may generally not be

considered when a party collaterally attacks a judgment as void. Holloway v.

Starnes, 840 S.W.2d 14, 18 (Tex. App.—Dallas 1992, writ denied) (“In a collateral

attack, extrinsic evidence may not be used to establish a lack of jurisdiction.”);

Crown Bay Mgmt., 2022 WL 247569, at *2 (“We may not consider extrinsic

evidence in determining the affirmative presence of a jurisdictional defect.”).

Because extrinsic evidence generally cannot be considered, “[a] collateral

attack fails if the judgment contains jurisdictional recitals, even if other parts of the

record show a lack of jurisdiction.” In re D.L.S., No. 05-08-00173-CV, 2009 WL

1875579, at *2 (Tex. App.—Dallas July 1, 2009, no pet.) (mem. op.). Indeed,

“jurisdictional recitals in a judgment that is regular on its face import absolute verity

and can be attacked only directly, not collaterally.” Id.

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 Here, the 2015 Judgment explicitly states the trial court found it had

jurisdiction over the parties and subject matter of the case. To challenge that recital,

Topletz was required to bring a direct attack of the 2015 Judgment. See In re D.L.S.,

at *2. As we concluded above, however, Topletz’s bill of review is a collateral attack

of the 2015 Judgment because it was filed more than four years after the judgment

was signed. We conclude the 2015 Judgment shows on its face that the trial court

had jurisdiction of the parties and claims. We are, therefore, barred from considering

extrinsic evidence adduced by Topletz in his collateral attack. Id.

Despite his concession that the bill of review was a collateral attack on the

2015 Judgment and the jurisdictional recitals in the 2015 Judgment, Topletz

nonetheless urges us to consider extrinsic evidence presented by him in the bill of

review. Namely, he insists evidence that the Partnership was terminated more than

three years before the 2015 Judgment renders the judgment void. Topletz argues we

can look to that extrinsic evidence here because this case falls under the “no possible

power to act” exception to the no-extrinsic-evidence rule and allows review of

extrinsic evidence. In support of that argument, Topletz first cites In re D.S., 555

S.W.3d 301, 317 (Tex. App.—Dallas 2018), rev’d sub nom, Interest of D.S., 602

S.W.3d 504 (Tex. 2020). In D.S., this Court explained the exception as follows:

Void judgments may be attacked collaterally with extrinsic evidence
when the court “under the very law of its creation,” does not have “any
possible power” to decide the case. Extrinsic evidence also may be used
to collaterally attack a judgment when a statute terminating a court’s
jurisdiction “firmly established ... the public policy of this state.”

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In re D.S., 555 S.W.3d at 317 (internal citations omitted). D.S. involved review of a

bill of review seeking to overturn an agreed order terminating a father’s parental

rights. Id. at 308. Father signed an affidavit for voluntary relinquishment of his

parental rights to his daughter, D.S., and, based on the affidavit, the trial court signed

an agreed order terminating Father’s parental rights to D.S. Id. Father subsequently

filed two petitions for bill of review, challenging the agreed order of termination and

the property division in the agreed final decree of divorce. Id. In an amended petition

for bill of review in the termination case, Father asserted the termination order was

void because Massachusetts was D.S.’s home state on the date her mother

commenced the divorce action and, therefore, the UCCJEA deprived the Texas trial

court of jurisdiction to make an initial child custody determination regarding D.S.

Id. The trial court denied both petitions for bill of review, and father appealed. Id.

On appeal, father argued in part that the order terminating his parental rights to D.S.

is void, and the trial court erred by determining it could not consider extrinsic

evidence in considering whether it had jurisdiction over the termination proceeding.

Id. at 306.

In its analysis, the panel that decided D.S. noted the record of the termination

proceeding did not affirmatively demonstrate the trial court’s lack of subject matter

jurisdiction under the UCCJEA. D.S., 555 S.W.3d at 318. As such, the panel

recognized it “must presume the judgment is valid, and, absent an applicable

exception to the no-extrinsic-evidence rule, Father may not rely on extrinsic

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evidence to prove otherwise.” Id. (first citing York v. State, 373 S.W.3d 32, 41 (Tex.

2012); then citing Alfonso v. Skadden, 251 S.W.3d 52, 55 (Tex. 2008) (per curiam)).

The Court concluded, however, that the case fell under an exception to the no-

extrinsic-evidence rule known as the “no possible power to act” exception to the no-

extrinsic-evidence rule. Id. Under that exception, extrinsic evidence may be used to

collaterally attack a judgment when a statute terminating a court’s jurisdiction is

firmly established policy of state. See York, 373 S.W.3d at 42 (extrinsic evidence of

bankruptcy stay considered); see also Cline v. Niblo, 8 S.W.2d 633 (Tex. 1928)

(evidence of whether the property was a homestead could be considered in collateral

proceedings because homestead property had been statutorily withdrawn from the

jurisdiction of the probate court).

For example, in York, the Texas Supreme Court held the no-extrinsic-

evidence rule did not bar the court from considering extrinsic evidence that a

bankruptcy stay was in place at the time the court rendered judgment. Id. at 35, 42.

The York court held the extrinsic evidence should have been considered because

“[a]s a matter of Texas law, a state court has no power to render a judgment in

violation of the automatic stay under fundamental, constitutional law, . . .” Id. at 42.

Similarly, in Cline, the supreme court permitted extrinsic evidence to be used

in the collateral attack of an order of the probate court authorizing the sale of a

homestead. 8 S.W.2d at 638. The court noted Texas had statutorily withdrawn

“homestead property from the jurisdiction of the probate court and deny it power to

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administer the homestead estate except where debts exist for which such an estate is

constitutionally liable.” Id. at 636. Accordingly, “in the absence of an affirmative

showing in the decree that the question was adjudicated in the judgment leading up

to the sale,” the issue of whether the property was homestead or the debts involved

were chargeable against a homestead could “be inquired into and declared a nullity

in collateral proceedings.” Id. The supreme court characterized this as a “declination

on the part of the courts to conclusively presume” the homestead issue had been

determined absent an affirmative showing in the record. Id. at 638. “[W]here the vice

in the decree does not appear on its face, and the judgment does not show that the

homestead question has been adjudicated, the courts permit the true facts to be

shown and the invalidity of the decree to be established aliunde the record.” Id.

In D.S., the court reasoned there was “no material difference” between the

UCCJEA’s home state requirement and the statutes at issue in York and Cline

because each statute withdrew from the trial court its jurisdiction to act in certain

situations. 555 S.W.3d at 318. The UCCJEA withdrew a trial court’s jurisdiction to

make an initial child custody determination if Texas is not the child’s home state and

does not have jurisdiction of the child under the other provisions of section

152.201(a) of the family code. Id. (citing TEX. FAM. CODE § 152.201(a)). The D.S.

court concluded the trial court erred by determining it could not consider extrinsic

evidence to decide whether it had subject matter jurisdiction to make the initial child

custody determination. Id.

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 Here, in contrast, Topletz does not challenge the trial court’s determination

that it had jurisdiction over the claims in the 2012 Lawsuit. Rather, he challenges the

Partnership’s standing to assert claims in the 2012 Lawsuit. Moreover, the statute at

issue here does not implicate subject matter. See TEX. BUS. ORG. CODE § 11.356.

Although the statute may deprive the Partnership of the legal right to assert its causes

of action in court, the statute does not deprive the trial court of jurisdiction to decide

those claims because such claims could be brought derivatively by Willis following

the Partnership’s termination. See, e.g., Gonzalez v. Gonzalez, No. 05-16-00238-CV,

2017 WL 3599773, at *2 (Tex. App.—Dallas Aug. 22, 2017, no pet.) (mem. op.)

(shareholders held beneficial title to corporation’s causes of action following

termination of charter and had standing to assert those causes of action as

corporation’s representatives or to defend their individual property rights); see also

Pike v. Tex. EMC Mgmt., LLC, 610 S.W.3d 763, 778 (Tex. 2020) (concluding

“statutory provisions that define and limit a stakeholder’s ability to recover certain

measures of damages, which protect the organization's status as a separate and

independent entity . . . go to the merits of the claim; they do not strip a court of

subject-matter jurisdiction to render a take-nothing judgment if the stakeholder fails

to meet the statutory requirements.”). For these reasons, we conclude D.S. is

inapplicable here and this case does not fall under the “no possible power to act”

exception to the no-extrinsic-evidence rule.

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 In post-submission briefing, Topletz points the Court to the Texas Supreme

Court’s May 13, 2022 opinion in Mitchell v. Map Resources, Inc., 649 S.W.3d 180

(Tex. 2022). Topletz maintains the Mitchell opinion supports his contention that

extrinsic evidence should have been considered here under what he terms “the

entrenched exception to the no-extrinsic-evidence rule.” We disagree.

As a preliminary matter, Mitchell is distinguishable from this case. Mitchell

involved questions concerning whether service by posting met due process

requirements. In December 1998, the Pecos-Barstow-Toyah Independent School

District, Reeves County Hospital District, and Reeves County (collectively the

Taxing Authorities) sued approximately 500 owners of more than 1600 parcels of

mineral property who had failed to pay their property taxes. Mitchell, 649 S.W.3d at

184. Elizabeth Mitchell owned 320 acres of the subject property and was one of the

defendants sued by the Taxing Authorities. Id. None of the defendants, however,

were personally served with the lawsuit. Id. Rather, the Taxing Authorities posted

citations on the door of the Reeves County Courthouse to notify the defendants they

had been sued. Id. In early 1999, the Taxing Authorities obtained a default judgment

foreclosing tax liens on all 1600 parcels, including Elizabeth’s mineral interests. Id.

(“Roughly one month, two attorneys ad litem, and a five-minute bench trial later, the

court signed a default judgment foreclosing tax liens on all 1600 parcels, including

mineral interests in 320 acres owned by Elizabeth S. Mitchell.”). Sixteen years later,

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Elizabeth’s heirs (the Mitchells) sued to have the 1999 judgment and subsequent sale

set aside for constitutional due process violations. Id. at 185.

The Mitchells argued the default judgment was void because Elizabeth

Mitchell was not personally served in compliance with constitutional due process

requirement and, as a result, the trial court did not acquire personal jurisdiction over

her. Mitchell, 649 S.W.3d at 185. The parties disputed what evidence a court could

consider in deciding whether Elizabeth was properly served by posting. Id. at 188.

The Mitchell court held that public deed records and tax records could be considered

in a collateral attack because “the Constitution and Rule 117a require a plaintiff to

consult” those records to comply with “the constitutional demands of due process.”

Id. at 191. In so holding, however, the Court reaffirmed the general rule that

“extrinsic evidence cannot be considered in a collateral attack to set aside a final

judgment.” Id. at 190–91. The Court explained that the question presented in

Mitchell fell within the exception applied in York because proper service is a

constitutional prerequisite for a trial court’s jurisdiction to proceed. Id. (noting the

no-extrinsic-evidence rule “does not extend to cases over which a court ‘has not,

under the very law of its creation, any possible power.’”) (internal citation omitted).

The exception relied on in Mitchell and D.S. applies when the trial court had

no authority to act by virtue of a statute or the Constitution. Here, section 11.356 did

not deprive the trial court of jurisdiction or prohibit the trial court from hearing the

claims. See TEX. BUS. ORG. CODE § 11.356. No constitutional requirements or

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 prerequisites are implicated here. On the contrary, the trial court had jurisdiction to

hear Willis’s individual and derivative claims. Whether the trial court erred by

awarding the Partnership relief, or whether the Partnership may legally collect the

judgment, are matters concerning the merits of the claims, not the trial court’s

jurisdiction to hear those claims. We conclude no exception to the no-extrinsic-

evidence rule applied here. As such, the trial court did not err by refusing to consider

the extrinsic evidence presented by Topletz in his collateral attack. The collateral

attack, therefore, failed as a matter of law. We affirm the trial court’s summary

judgment on that basis.

In their appellate briefs, the parties focus much of their arguments on

questions surrounding the Partnership’s standing and capacity to sue and the

derivative versus direct nature of Willis’s claims and damages. We need not address

any of those questions, however, because the 2015 Judgment shows on its face that

the trial court had jurisdiction over the parties and claims, and we are prohibited

from looking to extrinsic evidence to show the contrary. Under this record, we

conclude the 2015 Judgment was not void based on the record as it stood at the time

those judgments were rendered. The trial court, thus, did not err by granting Wadle’s

summary judgment on those grounds. We overrule Topletz’s first issue.

II. The Sanctions Order

In his second issue, Topletz challenges the trial court’s assessment of

sanctions against his counsel. The trial court awarded Wadle $17,000 as attorney’s

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fees through the date of the order and conditional appellate fees.4 The trial court

assessed the sanctions award against Topletz’s counsel, Austin Champion. Topletz

does not contest the evidence supporting the amount of sanctions awarded. Rather,

Topletz maintains his counsel’s conduct in filing the bill of review did not warrant

any sanction by the trial court.

A. Applicable Law

The trial court ordered sanctions against Champion pursuant to Chapter 10 of

the Texas Civil Practice and Remedies Code, Rule 13 of the Texas Rules of Civil

Procedure, and the court’s inherent authority.

A trial court may sanction an attorney or represented party under rule 13 if a

pleading, motion, or other filing is “groundless” and brought either in bad faith or

for purposes of harassment. TEX. R. CIV. P. 13. The trial court must “presume that

pleadings, motions, and other papers are filed in good faith.” Id. The party seeking

sanctions bears the burden of overcoming that presumption. Nath v. Tex. Children’s

Hosp., 446 S.W.3d 355, 361 (Tex. 2014). A filing is “groundless” for purposes of

Rule 13 if it has “no basis in law or fact and [is] not warranted by good faith argument

for the extension, modification, or reversal of existing law.” TEX. R. CIV. P. 13. In

determining whether a filing is groundless, the trial court must objectively consider

whether the party and counsel made a reasonable inquiry into the legal and factual

4
Topletz challenges the sanctions award of $17,000 in attorney’s fees. In his reply brief to this Court
and during oral argument, however, he withdrew his challenge to the award of conditional appellate fees.
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basis of the claim at the time of the filing. Allstate Prop. & Cas. Ins. Co. v. Ford,

No. 05-20-00463-CV, 2021 WL 4810358, at *2 (Tex. App.—Dallas Oct. 15, 2021,

pet. denied) (mem. op.). In addition to being groundless, a sanctionable filing under

Rule 13 must also be false when made, brought in bad faith, or brought for purposes

of harassment. Id. “Rule 13 requires the trial court to hold an evidentiary hearing to

make the necessary factual determinations about motives and credibility of the

person signing the alleged groundless [pleading].” Id. at *3 (quoting McCain v. NME

Hosps., Inc., 856 S.W.2d 751, 757 (Tex. App.—Dallas 1993, no writ)).

A trial court may also award sanctions under civil practices and remedies code

chapter 10 if a pleading or motion is filed for an improper purpose or if it lacks legal

or factual support. See TEX. CIV. PRAC. & REM. CODE §§ 10.001, 10.004. Section

10.001 provides:

The signing of a pleading or motion as required by the Texas Rules of
Civil Procedure constitutes a certificate by the signatory that to the
signatory's best knowledge, information, and belief, formed after
reasonable inquiry:

(1) the pleading or motion is not being presented for any
improper purpose, including to harass or to cause
unnecessary delay or needless increase in the cost of
litigation;

(2) each claim, defense, or other legal contention in the
pleading or motion is warranted by existing law or by a
nonfrivolous argument for the extension, modification, or
reversal of existing law or the establishment of new law;
[and]

(3) each allegation or other factual contention in the
pleading or motion has evidentiary support or, for a
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 specifically identified allegation or factual contention, is
likely to have evidentiary support after a reasonable
opportunity for further investigation or discovery.

TEX. CIV. PRAC. & REM. CODE § 10.001(1)–(3). Like Rule 13, Chapter 10 generally

requires an “evidentiary hearing to make necessary factual determinations about the

motives and credibility of the person signing the allegedly groundless pleading.”

Ford, 2021 WL 48010358, at *3. Unlike Rule 13, however, the trial court may award

sanctions based solely on a claim being made without a legal or factual basis. See

Nath, 446 S.W.3d at 369. But the trial court may not assess a monetary sanction

against a represented party based on legal contentions in a pleading. Id.; see also

TEX. CIV. PRAC. & REM. CODE § 10.004.

Whether under rule 13 or chapter 10, the trial court’s order must specify the

reasons for awarding sanctions. TEX. R. CIV. P. 13; TEX. CIV. PRAC. & REM. CODE §

10.005. This requirement is mandatory and failing to explain the basis for a sanctions

award is reversible error. See Burleson v. Collin Cty. Cmty. Coll. Dist., No. 05-21-

00088-CV, 2022 WL 17817965, at *4–5 (Tex. App.—Dallas Dec. 20, 2022, no pet.

h.) (mem. op.) (citing Graman v. Graman, No. 05-14-01254-CV, 2016 WL 235055,

at *6 (Tex. App.—Dallas Jan. 20, 2016, no pet.) (mem. op.)).

A court’s inherent authority includes the “power to discipline an attorney’s

behavior.” Brewer v. Lennox Hearth Products, LLC, 601 S.W.3d 704, 718 (Tex.

2020) (quoting In re Bennett, 960 S.W.2d 35, 40 (Tex. 1997)). Courts are

empowered to punish an attorney’s behavior “even when the offensive conduct is

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not explicitly prohibited by statute, rule, or other authority.” Id. “The inherent

authority to sanction is limited by due process, so sanctions must be just and not

excessive.” Id. Invocation of the court’s inherent power to sanction, therefore, must

be used sparingly and requires a finding of bad faith. Id. Accordingly, a court’s

inherent power to sanction “exists to the extent necessary to deter, alleviate, and

counteract bad faith abuse of the judicial process . . . .” Id. As the Brewer court

explained “[b]ad faith is not just intentional conduct but intent to engage in conduct

for an impermissible reason, willful noncompliance, or willful ignorance of the

facts” and includes

conscious doing of a wrong for a dishonest, discriminatory, or
malicious purpose. Errors in judgment, lack of diligence,
unreasonableness, negligence, or even gross negligence—without
more—do not equate to bad faith. Improper motive, not perfection, is
the touchstone. Bad faith can be established with direct or
circumstantial evidence, but absent direct evidence, the record must
reasonably give rise to an inference of intent or willfulness.

Id. at 719.

B. The trial court’s findings

In support of its decision to sanction Champion, the trial court made multiple

findings, which we summarize below:

 Topletz’s lawsuit was without merit, groundless, filed in bad
faith, brought for the purpose of harassment and needlessly
increased the costs of litigation between the parties in violation
of Chapter 10 and Rule 13;

 Topletz’s Petition for Bill of Review and Motion for Summary
Judgment were frivolous and lacked legal and factual support.

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 Topletz’s Petition for Bill of Review and Motion for Summary
Judgment were filed for an improper and malicious purpose and
suit was maintained by Topletz’s counsel, “including to harass
[Wadle] and to cause [Wadle] to incur needless costs of
defending suit.”

 Topletz “(through his counsel)” filed the bill of review action “to
needlessly run up [Wadle’s] legal bills and costs” and to “prevent
[Wadle] from making further attempts to collect on the [2015
Judgment].”

 Topletz “(through his counsel) intentionally filed his bill of
review suit in a court other than in this Court and was improperly
filed in Dallas County, Texas.”

 Champion, knew or should have known that the bill of review
suit should have been filed in the Collin County court.

 Champion initially brought this suit in Dallas County in bad faith
with the improper purpose of forum shopping, for the specific,
improper purpose of avoiding compliance with rulings made by
the Collin County court, including the 2019 Contempt Judgment,
and to harass and cause Wadle to needlessly incur legal expenses
and costs.

 Champion attempted to mislead the Dallas County court by filing
the bill of review “without clearly or adequately pleading [sic]
the basis of the case stems from Collin County and failing to
advise the Dallas District Court of the existing contempt order
against [Topletz]” and the denial of the petition for writ of habeas
corpus, and failing to disclose “the existence of ongoing
litigation between the parties before” the Collin County court.

 The relief sought by Topletz is unavailable to him and had no
basis in law or fact.

 Champion brought this suit without a proper legal basis.

 The Collin County court had jurisdiction to render the 2015
judgment, and such jurisdiction appeared on the face of the
record. Champion knew or should have known those facts.

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  The statute of limitations to challenge the 2015 Judgment had
expired at the time the bill of review action was filed. Champion
knew or should have known that fact.

 Topletz’s lawsuit and “all other documents filed with [the Collin
County court] lacked merit and lacked any factual or legal
support when filed.” Such filings were groundless when filed, in
bad faith, for the sole purpose to harass Wadle and increase
litigation costs, and were not warranted by any good faith
argument for the extension, modification, or reversal of existing
law, and were brought to discourage Wadle from engaging in
further efforts to enforce the 2015 Judgment.

 Champion’s conduct “is the primary basis for the filing and
maintenance of meritless pleadings and conduct to perpetrate
harm to [Wadle].”

 Champion never took any position before the Collin County
court that the 2015 Judgment was void until filing such claims in
Dallas County. The court concluded Champion filed in Dallas
County to “improperly undermine [its] jurisdiction over [the
2015 Judgment].”

Topletz maintains the trial court abused its discretion by sanctioning

Champion. We disagree.

C. Application of law to facts

Under this record, we cannot say the trial court abused its discretion by finding

that Topletz brought the bill of review action for an improper purpose or that the bill

of review lacked legal or factual support. See TEX. CIV. PRAC. & REM. CODE §§

10.001, 10.004. In its order, the trial court described Champion’s conduct that was

subject to sanction, which began with Champion’s efforts over the course of three

years to avoid complying with the trial court’s order compelling Topletz to produce

documents in post-judgment discovery and escalated to the filing of a bill of review

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in Dallas County to overturn a judgment rendered in Collin County five years earlier.

Even if Champion’s efforts to avoid post-judgment discovery were in good faith, his

continued effort to overturn the contempt judgment without complying with the

order compelling production after failing to obtain habeas relief from three courts

illustrated an improper purpose. The record is replete with examples of delay tactics,

forum shopping, and gamesmanship by Champion. An obvious example is

Champion’s decision to file the bill of review in a county other than the county in

which judgment was rendered. The record shows that the decision needlessly

delayed the proceedings and increased the costs to Wadle.

Further, the bill of review itself lacked legal and factual support. As discussed

above, the 2015 Judgment included binding jurisdictional recitals. Moreover,

Champion filed the bill of review without raising jurisdictional questions in any post-

judgment or appellate filing. Those decisions infer an intent to file pleadings for

harassment or other improper purposes. Topletz implies the trial court sanctioned

Champion solely for filing the bill of review in the Dallas County court. The

sanctions order belies this proposition. The trial court’s order explains the reasons

for the sanctions against Champion, and the record supports those findings. We

conclude the evidence supports the sanctions under Chapter 10 of the civil practice

and remedies code as well as under the trial court’s inherent authority to sanction.

TEX. CIV. PRAC. & REM. CODE § 10.001; Brewer, 601 S.W.3d at 718. Because we

uphold the sanctions under Chapter 10, we do not address the propriety of the

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sanctions imposed under Rule 13. See TEX. R. APP. P. 47.1; see also Jordan v. Elrod,

No. 05-98-02046-CV, 2001 WL 856238, at *4 (Tex. App.—Dallas July 30, 2001,

no pet.) (mem. op.). Indulging every legal presumption in favor of the trial court’s

ruling and viewing the evidence in the light most favorable to that ruling, we cannot

conclude the trial court abused its discretion in imposing sanctions on Champion in

this case. We overrule Topletz’s second issue.

CONCLUSION

We conclude the trial court properly denied Topletz’s bill of review and did

not abuse its discretion by ordering sanctions against Champion. Accordingly, we

affirm the trial court’s March 11, 2021 judgment and April 13, 2021 sanctions order.

/Robbie Partida-Kipness/
ROBBIE PARTIDA-KIPNESS
JUSTICE

210047F.P05

–30–
 S
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT

STEVEN K. TOPLETZ, Appellant On Appeal from the 416th Judicial
District Court, Collin County, Texas
No. 05-21-00047-CV V. Trial Court Cause No. 416-03100-
2020.
RAYGAN WADLE, AS Opinion delivered by Justice Partida-
INDEPENDENT EXECUTOR OF Kipness. Justices Pedersen, III and
THE ESTATE OF LYNDA WILLIS, Nowell participating.
Appellee

In accordance with this Court’s opinion of this date, the trial court’s March
11, 2021 judgment and April 13, 2021 sanctions order are AFFIRMED.

It is ORDERED that appellee RAYGAN WADLE, AS INDEPENDENT
EXECUTOR OF THE ESTATE OF LYNDA WILLIS recover his costs of this
appeal from appellant RAYGAN WADLE, AS INDEPENDENT EXECUTOR OF
THE ESTATE OF LYNDA WILLIS.

Judgment entered this 11th day of January 2023.

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