Ex Parte Chambers

GONZALEZ, Justice,

dissenting.

I will not join an opinion that allows Chambers to continue brazenly flouting the orders of the trial court, thus making a mockery of the judicial system. Chambers has repeatedly ignored the trial court’s injunctions. It was only after the trial court held him in contempt for the second time that it assessed the penalty (seven days in jail and a $6,000 fine) that he presently challenges. Because Chambers willfully failed to comply with the trial court’s order and voluntarily rendered himself unable to comply with the order, I would deny his writ of habeas corpus.

This case arises out of a lawsuit to protect the International Business Exchange Corporation’s (IBEC’s) customer and buyer lists from misuse by ex-employees. When IBEC hired Chambers, he agreed not to use any *264information and methods learned at IBEC to compete with IBEC for one year following the termination of his employment. When Chambers left IBEC and set up a competing business, International Business Search (IBS), he immediately began using IBEC’s information and customer lists for his own company’s benefit. IBEC commenced judicial proceedings to enforce its non-compete agreement with Chambers.

A brief summary of the events that followed shows the utter contempt Chambers displayed toward the trial court:

April 9, 1992 Chambers incorporated IBS to compete with IBEC.
June 1992 After removing former IBEC employees from the IBS board, Chambers became the sole officer, director, and shareholder of IBS.
July 15, 1992 First restraining order.
The trial court issued a temporary restraining order (TRO) ordering Chambers and IBS not to use IBEC’s customer leads, not to mail letters “very similar to” IBEC’s customer solicitation letters, and not to use or disclose any of IBEC’s confidential information.
August 19, 1992 Amended restraining order.
After notice and an evidentiary hearing which Chambers and his attorney attended, the trial court concluded that Chambers and IBS intended to use IBEC’s customer information and marketing tools to compete with IBEC in violation of the agreement not to compete. It amended the TRO to clarify that the order prohibited these activities.
January 4, 1993 Second TRO.
The trial court found that IBS was contacting former and current IBEC customers and making defamatory statements about IBEC and “fomenting spurious litigation.” The court enjoined IBS from contacting IBEC’s customers.
January 15, 1993 The trial court made the January 4, 1993 TRO into a permanent restraining order.
February 2, 1993 First contempt judgment.
The trial court held Chambers and IBS in contempt of court for violating the amended TRO, after finding numerous instances in which Chambers had contacted IBEC’s customers. It fined Chambers $350 and IBS $700.
March 1993 Chambers began doing business as Investors Brokerage Service (IBS-2) as a sole proprietorship. IBS-2 occupied the same office space as IBS, retained the same phone number, and continued IBS’s lease payments on Chambers’ car. Chambers drained cash reserves from the first company, IBS, leaving it with cash reserves of only $11,488.
June 8, 1993 The day before the hearing on IBEC’s second motion for contempt, Chambers withdrew the last $209.22 from the IBS bank account.
June 24, 1993 Second contempt order.
The trial court held IBS in contempt for six violations of prior restraining orders, and fined it $3,000. It ordered the sanction paid within seven days of the judgment. Neither IBS nor Chambers paid the fine.
*265October 25, 1993 Third judgment of contempt and order of commitment.
The trial court held IBS and Chambers, as its sole officer, director, and shareholder, in contempt. It ordered the sheriff to take custody of Chambers and to place him in the county jail for seven days’ imprisonment. The trial court also fined Chambers individually $6,000.

Three days later, Chambers petitioned the court of appeals for a writ of habeas corpus. The court of appeals held the contempt judgment to be both civil and criminal in nature because it punished Chambers for failing to see that IBS’s fine was timely paid, and coerced him to pay his own fine by incarcerating him until such time as it was paid. — S.W.2d -, -. It further determined that the orders directing IBS to pay fines had the legal effect of commanding payment by the company’s officers, in this ease, Chambers alone. Id. at-. Also, the court of appeals held that the trial court did not err in fining Chambers $6000 individually and in refusing to credit jail time toward satisfaction of the fine. Lastly, it ruled that the “purging provision” in the commitment order removed it from the statutory six-month limit for incarceration under order of contempt in Section 21.002 of the Texas Government Code.

We initially granted Chambers’ release on bond while his application for writ of habeas corpus was pending. This Court today grants relief and issues the writ. However, I would overrule the application for writ of habeas corpus and remand Chambers to the custody of the Sheriff of Williamson County, to be confined until he serves his time and pays his fine.

I.

In the trial court’s second contempt order of June 24, 1993, the court enumerated six specific instances in which Chambers and IBS violated the court’s prior restraining order. The trial court ordered IBS to pay a $3000 fine within seven days. Chambers argues that the order failed to set out the details of compliance in “clear, specific, and unambiguous terms” so that he would know that he was “obligated to pay or cause the corporation to pay the $3000 fine.” He further claims that because no individual defendants other than IBS were found in contempt, punished by fine, or ordered to take affirmative steps for paying the fine or causing it to be paid, he was not aware that he might be held accountable for IBS’s failure to pay the fine. I disagree.

The decree underlying a judgment of contempt must set forth clear, specific, and unambiguous terms of compliance so that the person charged with obeying the decree will readily know exactly what duties and obligations it imposes. Ex parte MacCallum, 807 S.W.2d 729, 730 (Tex.1991). An order is insufficient if its interpretation requires inferences or conclusions about which reasonable minds could differ. Id. We should not review the order in this case in a vacuum. The issue is whether a reasonable person in Chambers’ position would have concluded that the court’s order imposed no duty upon him. Once apprised of an order directed to the corporation, if an agent responsible for the conduct of corporate affairs prevents compliance or fails to take appropriate action within his power and in fulfillment of his corporate duty, the agent, no less than the corporation itself, is guilty of disobedience and may be punished for contempt. Wilson v. United States, 221 U.S. 361, 376, 31 S.Ct. 538, 542-43, 55 L.Ed. 771 (1911).

Admittedly, the trial court’s third contempt order of October 25, 1993 most clearly holds Chambers in contempt for failing to require IBS to pay the fine. However, the second contempt order of June 24, 1993 would have indicated to a reasonable corporate officer in Chambers’ place that not merely IBS alone was responsible for the fine. Chambers was IBS’s sole officer, director, and shareholder. Chambers alone managed the day-to-day affairs of the company. For all intents and purposes, Chambers was IBS. He cannot claim he was surprised that the trial court would hold him accountable for IBS’s failure to obey its contempt orders. Thus, Chambers willfully failed to comply with the trial court’s orders. Be*266cause he is responsible, he may properly be held in criminal contempt.

II.

Chambers argues that contempt is improper in this case because he established that IBS was unable to pay the court-imposed fines. Again, I disagree. He attempts to invoke an “involuntary inability” of the company to pay the $3,000 fine to excuse his own violations of the trial court’s orders.

The movant for a contempt order has the burden of proving that the other party has willfully disobeyed the court’s command. The “involuntary inability” defense technically rebuts the “willfulness” element on which the opposing party bears the burden of proof. Thus, the relator bears the burden of proving his inability to comply with a court order. See Ex parte Kollenborn, 154 Tex. 223, 276 S.W.2d 251, 254 (1955); accord S.E.C. v. AMX, Int'l Inc., 7 F.3d 71, 73 (5th Cir.1993). Upon review of an order of contempt, we do not weigh the evidence but only examine it to determine if there is any evidence to legitimize the relator’s confinement. Ex parte Helms, 152 Tex. 480, 259 S.W.2d 184, 186 (1953). Therefore, the issue in habeas corpus review is whether the relator has conclusively established that he was involuntarily unable to pay a fine because there is no evidence to the contrary.

Chambers has not established that IBS was involuntarily unable to pay the trial court’s fine. At one time, IBS had sufficient assets to pay the $3,000 fine. Chambers caused IBS’s alleged subsequent inability to pay the fine. He did so by ceasing IBS business operations, withdrawing all its cash reserves, and creating IBS-2, a twin business entity with identical operations.

Only an involuntary inability to comply with a court’s order is a valid defense to contempt. Ex parte Sanchez, 703 S.W.2d 955, 959 (Tex.1986). In this case, I would hardly call IBS’s inability to pay involuntary. Chambers, the sole corporate officer who was responsible for the company’s obedience to a court order, transferred assets from the company to his own pockets or to another company. He shut down IBS’s operations to start a new, yet nearly indistinguishable company, solely to escape court sanction and to create an impoverished contemnor. There is no evidence Chambers cannot undo the situation he created. I remain convinced that he can be held in contempt under the record in this case.

III.

I next consider whether the trial court exceeded its authority in ordering that Chambers pay a $6000 fine and that he be confined for seven days and for so long thereafter as the fine remains unpaid. Resolution of this issue turns on the distinction between civil contempt and criminal contempt.

The distinction does not depend on whether the underlying litigation is civil or criminal, but rather on the nature and purpose of the court’s punishment. See generally Ex parte Werbhid, 536 S.W.2d 542, 545-46 (Tex. 1976). The object of civil contempt is to coerce the contemnor to comply with some order of the court. Id. The court possesses the power to jail or to fine a contemnor. Imprisonment under a civil contempt order coerces compliance through the use of a “purging” provision. A contemnor “carries the keys of [his] prison in [his] own pocket,” since he will be released upon obedience to the court’s order. Id. at 545 (quoting Shillitani v. United States, 384 U.S. 364, 368, 86 S.Ct. 1531, 1534, 16 L.Ed.2d 622 (1966)); see Kilgarlin & Ozmun, Contempt of Court in Texas — What You Shouldn’t Say to the Judge, 38 BayloR L.Rev. 291, 297 (1986).

Criminal contempt differs from civil contempt in both purpose and scope. A criminal contempt order vindicates the authority of the court. The court imprisons the contem-nor to punish him for a completed act which affronted the dignity and authority of the court. Werblud, 536 S.W.2d at 545. In cases of criminal contempt, in which courts punish contemnors’ past actions rather than coerce future compliance, the Legislature has limited the severity of the punishment. See Tex. Gov’t Code § 21.002. However, these limitations do not circumscribe the court’s authority to coerce future obedience to its lawful decrees through civil contempt. See Ex parte Klugsberg, 126 Tex. 225, 87 S.W.2d 465, 468 (1935).

A.

Chambers argues that the proceedings in this ease were solely civil in nature, yet the *267trial court ordered only criminal punishment. This argument is without merit.

The trial court’s order of commitment fined Chambers for his past disobedience and committed him to jail for an absolute period of seven days. This was an order of criminal contempt. Its duration is well within the six-month limit on incarceration set by the Legislature. See Tex. Gov’t Code § 21.002. No subsequent obedience on Chambers’ part permitted him to avoid serving seven days in jail or paying the fine. Werblud, 536 S.W.2d at 545. Once the seven days is served, the trial court’s order directed that Chambers be jailed for so long as his fine remained unpaid. At this point, Chambers will hold the keys to his own prison: he can purge himself of contempt by paying the court-ordered fine. Therefore, the latter component of the court’s order was an order of civil contempt. Id. The trial court may combine both civil and criminal contempt in one order. Sanchez, 703 S.W.2d at 957.

B.

Chambers also argues that the trial court impermissibly “pierced the corporate veil” by jailing an individual officer for the company’s failure to pay a corporate debt. I disagree with Chambers on two grounds.

First, although Chambers’ imprisonment arose in part from IBS’s failure to pay the $3,000 fine, he was not “imprisoned for debt.” Tex. CONST, art. I, § 18. When neither IBS nor its sole officer, director, and shareholder paid the fine, the trial court held Chambers in criminal contempt. The $6,000 fine, like the seven days’ imprisonment, is a penalty owed to the sovereign authority for violation of the criminal law. It is not a debt, a monetary obligation owed to another party. See Black’s Law Dictionary 363 (5th ed. 1974) (defining “debt”).

The power to hold parties in contempt and to sanction non-compliance is an essential element of judicial independence and authority. Ex parte Browne, 543 S.W.2d 82, 86 (Tex.1976). Without this power, courts are merely boards of arbitration, whose judgments and decrees would be only advisory. Kilgarlin & Ozmun, supra, at 292-93 (citing Gompers v. Bucks Stove & Range Co., 221 U.S. 418, 450, 31 S.Ct. 492, 501-02, 55 L.Ed. 797 (1911). The framers of our state’s constitutional prohibition on imprisonment for debt did not intend to prevent courts from coercing payment of lawfully-imposed monetary penalties for criminal contempt with imprisonment. See Thompson v. State, 557 S.W.2d 521, 524-25 (Tex.Crim.App.1977); Dixon v. State, 2 Tex. 481, 483 (1847). In 1847 this Court stated:

The words “imprisonment for debt” have a well defined and well known meaning, and have never been understood or held to apply to criminal proceedings. It is not to be supposed, and it will scarcely be contended, that it ever entered into the minds of the framers of the Constitution that they were to be understood as having any application to the administration of the criminal laws; or that they were to have the effect to prevent the punishment of crimes.

Dixon, 2 Tex. at 482-83 (citations omitted and emphasis added).

Second, Chambers was not fined and imprisoned for an act or omission of IBS or any other corporate agent. The trial court held him in contempt for his own willful refusal to obey its orders. In the underlying lawsuit, International Business Exchange Corp. v. International Business Search, Inc., No. 92-207-C368, the trial court held IBS in contempt for repeated disobedience of the restraining orders prohibiting breaches of the agreement not to compete with IBEC. The court first ordered IBS to pay a $700 fine, and upon further non-compliance, a $3,000 fine. Chambers, the only person who could have caused IBS to comply with these orders, willfully refused to do so. As a general rule, a person who willfully disobeys a valid court order is guilty of contempt. Ex parte Hall, 854 S.W.2d 656, 658 (Tex.1993). It requires no “veil piercing” to hold the sole corporate officer, director, and shareholder responsible for his own, knowingly wrongful conduct. See Kinkler v. Jurica, 84 Tex. 116, 19 S.W. 359, 360 (1892) (holding directors personally liable for their misconduct, and not as agents of the corporation). Thus, the corporate veil need not be pierced to find Chambers subject to contempt for his willful *268refusal to comply with the court order directed at IBS.

C.

Chambers next argues that the trial court’s order of commitment was defective because it did not credit or off-set time he served in jail against the $6,000 fíne. I disagree.

With regard to the criminal contempt portion of the order mandating an absolute seven days’ imprisonment, Section 21.002 of the Texas Government Code contains the only statutory limitation on the trial court’s power to punish for contempt. As stated, seven days’ confinement is well within the power Section 21.002 grants to the trial court. With regard to the civil contempt portion of the order mandating confinement until the criminal fine is paid, Chambers carries the keys to his own jail cell. He is entitled to release from jail upon payment of $6,000. Once a person is lawfully confined for civil contempt, only the contemnor’s stubborn willingness to remain in jail lengthens his confinement. Chambers has cited to no authority, and I am aware of none, which would require the trial court to give Chambers two sets of keys: one set which releases him upon payment, and another which releases him once he is confined for a time equivalent in value to the amount of the fine. In fact, this Court has stated that the statute authorizing good time credit “does not apply to coercive civil contempt orders.” Ex parte Acly, 711 S.W.2d 627, 628 (Tex.1986) (discussing Tex. Rev.Civ.Stat. art. 5118a (repealed) (codified at Tex.Code CRIM.P. art. 42.082)). Chambers’ proposed “time served” credit would dilute the coercive power of civil contempt. See Ex parte Harrison, 741 S.W.2d 607, 609 (Tex.App. — Austin 1987, no writ).

D.

Finally, Chambers argues that the $6000 fine exceeds the $500 limit placed upon trial court by Section 21.002 of the Texas Government Code. I disagree once more.

Courts have inherent power to find parties before them in contempt. Ex parte Pryor, 800 S.W.2d 511, 512 (Tex.1990); see Tex. Gov’t Code ANN. § 21.001 (stating that courts have all necessary power to enforce lawful orders and to control proceedings). Moreover, courts have the power to fine a party for each of multiple infractions of a court’s order. Ex parte Genecov, 143 Tex. 476, 186 S.W.2d 225, 226-27 (1945). Because a con-temnor is entitled to know what acts or failures on his part subject him to punishment, Ex parte Parr, 505 S.W.2d 242, 245 (Tex.1974), punishment for more than one act within one proceeding is permissible only if the motion for contempt specifically sets out distinct and separate violations. Ex parte Oliver, 786 S.W.2d 277, 278 (Tex.App. — Fort Worth 1987, no writ).

In this case, the trial court issued the first TRO on July 15, 1992, and amended it on August 19, 1992. The trial court prohibited IBS and Chambers from using IBEC’s customer lists, customer leads, buyer and seller lists, and other confidential information. In the month between the initial TRO and the amended restraining order, Chambers and IBS representatives violated the trial court’s order at least six times by calling IBEC’s customers and signing two of IBEC’s customers to contracts with IBS. The trial court held IBS and Chambers in contempt of court and fined them for these violations in the first contempt order on February 2,1993.

Chambers thereafter continued to defy the court. On December 22, 1992, Chambers faxed a letter to IBEC’s president and counsel threatening to contact IBEC customers and expose IBEC’s “fraudulent” practices. He claimed that “we are starting to work with anyone who ever listed a business with IBEC.” Chambers then made at least seven calls to IBEC customers who, within a week, called IBEC threatening to sue IBEC based on Chambers’ misrepresentations about IBEC’s practices. Some of the customers who called were Chambers’ former clients from when Chambers worked for IBEC. In response, IBEC moved for a new TRO, which the trial court granted against IBS on January 15, 1993.

IBEC later learned that IBS and Chambers had made additional contacts with IBEC’s customers in violation of the trial court’s amended restraining order of August *26919, 1992. IBEC responded by moving a second time that they be held in contempt. The trial court granted the motion on June 24, 1993. In the second order of contempt, the trial court noted that IBS made six separate phone calls to different IBEC customers. Consequently, the trial court fined IBS $500 for each call and ordered the $3,000 fine paid within seven days.

Chambers’ refusal to pay IBS’s fine constituted a separate act of contempt. The fine went unpaid 115 days before IBEC moved to have IBS and Chambers held in contempt of court a third time on October 25, 1993. Chambers refused to pay the fine because IBS lacked sufficient funds and, during the 115-day period, Chambers filed for bankruptcy and disbanded IBS as a business. (However, Chambers found the financing and initiative during the same period to launch IBS-2, a mere shadow and clone of IBS.) At the contempt hearing, the trial court had to instruct Chambers several times to be more responsive and less sarcastic on cross-examination. Clearly, Chambers took the third contempt action against him and IBS no more seriously than he had taken the trial court’s authority over him throughout the underlying suit.

The trial court found Chambers in contempt of court for each of the 115 days. It fined him $6000. Chambers displayed an utter lack of respect for the trial court throughout the proceedings. Given his multiple violations and flagrant disregard for the trial court’s orders, I would hold the full $6,000 fine proper. The record of the case shows numerous instances of Chambers’ disdain for the trial court. This fine was well within the trial court’s inherent authority to fine a party for contempt of court. See Pryor, 800 S.W.2d at 512. Chambers “knew that if he violated this order he would be held accountable for his actions; and still, he wil-fully affronted the dignity and authority of the court by engaging in prohibited sales.” Ex parte Griffin, 682 S.W.2d 261, 264 (Tex. 1984) (Gonzalez, J., dissenting). I would therefore affirm the trial court’s third judgment of contempt and order of confinement, and remand Chambers to the custody of the Sheriff of Williamson County to serve his seven-day sentence and to remain there for so long thereafter as his fine remains unpaid.