Sky View at Las Palmas, LLC and Ilan Israely v. Roman Geronimo Martinez Mendez and San Jacinto Title Services of Rio Grande Valley, Llc ( 2018 )


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  •                 IN THE SUPREME COURT OF TEXAS
    444444444444
    NO. 17-0140
    444444444444
    SKY VIEW AT LAS PALMAS, LLC AND ILAN ISRAELY, PETITIONERS,
    v.
    ROMAN GERONIMO MARTINEZ MENDEZ AND SAN JACINTO TITLE SERVICES
    OF RIO GRANDE VALLEY, LLC, RESPONDENTS
    4444444444444444444444444444444444444444444444444444
    ON PETITION FOR REVIEW FROM THE
    COURT OF APPEALS FOR THE THIRTEENTH DISTRICT OF TEXAS
    4444444444444444444444444444444444444444444444444444
    Argued March 20, 2018
    JUSTICE GREEN delivered the opinion of the Court.
    In this case, we consider whether the trial court erred in failing to apply the one-satisfaction
    rule and award a nonsettling defendant settlement credits. We hold that the one-satisfaction rule
    applies to this case, and the trial court therefore erred in denying the nonsettling defendant the
    settlement credits. We reverse the judgment of the court of appeals and remand the case to that court
    for proceedings consistent with this opinion.
    I. Background
    In 2007, Ilan Israely and Abraham Gottlieb formed Sky View at Las Palmas, L.L.C. for the
    purpose of purchasing and developing land in Hidalgo County. In March 2008, Sky View acquired
    a tract of land containing 38.416 acres in Hidalgo County (the Property), from M Construction, Ltd.,
    the president of which was Hugo Martinez (Hugo). Sky View purchased the Property for
    $6.5 million, and it financed $4 million of the purchase price through a Promissory Note and Deed
    of Trust with Compass Bank1 (the purchase loan). Sky View and M Construction also entered into
    a construction agreement in which M Construction would serve as the project’s general contractor.
    After obtaining the purchase loan, Sky View, through Israely and Gottlieb, sought a
    construction loan with Compass Bank for $9 million, but the bank said it would take months to
    complete the due diligence for this loan. To keep the project moving while it waited for this loan,
    Sky View sought a second construction loan for approximately $1.5 million. Israely, through a
    connection made by Hugo, approached Romano Geronimo Martinez Mendez (Martinez) about
    providing the financing for this second construction loan. There is evidence that Martinez was
    provided with Israely’s personal financial statements indicating Israely’s net worth to be
    approximately $35 million.
    To help facilitate this loan agreement with Sky View and Israely, Martinez retained the law
    firm of Kittleman, Thomas & Gonzales, LLP (Kittleman) to draft the loan documents. Martinez also
    retained San Jacinto Title Services of Rio Grande Valley, LLC (San Jacinto) to close the transaction
    and serve as the title company. San Jacinto was an agent authorized to issue title insurance policies
    for Fidelity National Title Insurance Company (Fidelity). Martinez agreed to make this second
    construction loan to Sky View (the Martinez loan), which consisted of Martinez’s loan of
    $1.275 million to Sky View and Sky View’s promise to repay the loan within six months at 18%
    1
    At the time, Compass Bank was known as “Texas State Bank,” and it is referred to interchangeably throughout
    the record. We refer to it as “Compass Bank.”
    2
    interest (the Note), secured by a lien on the Property. This was the second lien on the Property
    behind Compass Bank’s lien. Israely and Gottlieb also agreed to each provide a personal guaranty
    of the Martinez loan.
    Part of this lawsuit arises out of the closing transaction of the Martinez loan. Kittleman
    drafted the loan documents but allowed Carmen Solis, an escrow officer with San Jacinto, to oversee
    the loan closing entirely. To finalize the loan, Solis sent the loan documents to Gottlieb by
    overnight mail, including both Gottlieb’s and Israely’s personal guaranty agreements. These
    documents were sent back to Solis fully executed, and Solis notarized them, falsely stating that they
    were signed in her presence.
    In October 2008, Sky View defaulted on the Note and the parties began informal negotiations
    regarding its repayment. Over a year later, the dispute had not been resolved, and Martinez retained
    the law firm of Walker & Twenhafel, L.L.P (Walker) to assist in recovering on the Note. In May
    2010, Martinez filed suit against Sky View, Israely, and Gottlieb (the Sky View defendants), seeking
    damages for “the outstanding balance of the Note and Guaranty Agreements” and attorney’s fees.
    Martinez claims Walker never advised him during this time that the first lienholder—Compass
    Bank—could foreclose on the Property, which would adversely affect his lien interest and a claim
    under his title insurance policy with Fidelity. In October 2011, after Sky View had stopped making
    payments to Compass Bank on the purchase loan, Compass Bank foreclosed on the Property, which
    Martinez claims “effectively wip[ed] out” his secondary interest.          Three months after the
    foreclosure, Fidelity denied Martinez’s claim under his title insurance policy.
    3
    Over a nearly four-year period of litigation, Martinez added Kittleman, San Jacinto, and
    Fidelity as defendants in his suit against the Sky View defendants, alleging various causes of action
    based on the closing transaction on the Martinez loan.2 Martinez also later added Walker as a
    defendant, alleging several causes of action based on its representation during the litigation with Sky
    View.3 Martinez eventually settled with each of these four added defendants.4
    In April 2014, Martinez proceeded to trial against the Sky View defendants based on the
    following causes of action: breach of the Martinez loan Note and guaranty agreements, fraud,
    promissory estoppel, quantum meruit, ratification/adoption, and conspiracy. The only questions
    submitted to the jury related to the breach-of-contract and fraud claims, and Martinez submitted only
    one damages question:
    What sum of money, if any, if paid now in cash, would fairly and reasonably
    compensate Martinez for his damages, if any, that resulted from either (1) Sky
    View’s failure to comply with the Note; (2) Gottlieb’s failure to comply with the
    guaranty agreement; (3) Israely’s failure to comply with the guaranty agreement; or
    (4) Israely’s fraud?
    The jury found that: (1) Israely and Gottlieb authorized Sky View’s execution of the Martinez loan
    Note; (2) Israely and Gottlieb both ratified Sky View’s execution of the Note; (3) Sky View failed
    to comply with the terms of the Note; (4) Gottlieb failed to comply with his guaranty agreement;
    2
    Martinez brought causes of action against Kittleman for legal malpractice, breach of fiduciary duty,
    negligence, vicarious liability, Texas Deceptive Trade Practices Act (DTPA) violations, and breach of contract; against
    San Jacinto for negligence, fraud, and conspiracy; and against Fidelity for breach of contract, unfair settlement practices,
    and negligence.
    3
    Martinez brought causes of action against Walker for negligence, professional malpractice, and breach of
    fiduciary duty.
    4
    Before trial, Martinez settled with Kittleman for $175,000, with San Jacinto for $1.275 million, and with
    Fidelity for $300,000. After trial but before judgment was entered, Martinez settled with Walker for $550,000.
    4
    (5) Israely authorized another to execute the guaranty agreement on his behalf and ratified the
    guaranty agreement; (6) Israely failed to comply with the guaranty agreement; (7) Israely committed
    fraud on Martinez; and (8) Martinez incurred damages of $2,665,832.72—the same amount
    Martinez claimed was due on the Note. The jury also awarded Martinez attorney’s fees related to
    trial, appeals, and any post-judgment efforts to collect the judgment. Martinez elected to recover
    on the breach-of-contract claim.
    In response to Martinez’s motion for judgment, Sky View and Israely together asserted that
    under the one-satisfaction rule, they were entitled to offset the final judgment by the amounts the
    four settling defendants paid to Martinez, plus applicable interest.5 However, the trial court rendered
    judgment against the Sky View defendants, jointly and severally, for the full jury award—
    $2,665,832.72—in damages and prejudgment interest, plus trial attorney’s fees of $574,062 and
    contingent appellate attorney’s fees of $200,000. Sky View and Israely again argued in post-
    judgment motions that they were entitled to settlement credits, and they requested that Martinez
    produce those settlement documents.6 Sky View and Israely eventually introduced an affidavit from
    their counsel as to the amount and timing of each of Martinez’s settlements, and Martinez’s counsel
    admitted those same amounts to the trial court in a hearing on the motions. Martinez did not file any
    responses or offer evidence that the Sky View defendants were not entitled to settlement credits.
    The trial court never ruled on any of Sky View and Israely’s post-judgment motions, so their request
    5
    Gottlieb did not appear for trial, testify, or file an appeal.
    6
    Sky View and Israely together filed a motion for judgment notwithstanding the verdict, a motion for
    modification of the judgment, and a motion for a new trial.
    5
    for settlement credits was denied by operation of law. See TEX. R. CIV. P. 329b(e), (g). Sky View
    and Israely appealed.
    The court of appeals affirmed the trial court’s denial of settlement credits. ___ S.W.3d ___,
    ___ (Tex. App.—Corpus Christi–Edinburg 2017, pet. granted). After purportedly examining
    “Martinez’s causes of action, allegations, and the injuries he claimed” against each of the settling
    defendants, the court of appeals held that Martinez’s claims against Sky View and Israely were
    “independent of the other injuries Martinez alleged against the settling defendants.” Id. at ___. It
    stated:
    Although Martinez’s claims against each of the seven defendants in this case arise
    out of a common set of underlying facts and sequence of events, . . . the damages for
    which the jury found Sky View and Israely liable are not part of a “single, indivisible
    injury,” as [Sky View and Israely] contend.
    Id. at ___. The court of appeals also held that there was factually sufficient evidence to support the
    amount of Martinez’s attorney’s fees. Id. at ___. Sky View and Israely appealed, and we granted
    their petition for review. 
    61 Tex. Sup. Ct. J. 332
    (Feb. 16, 2018). For ease of reference, we refer
    to Sky View and Israely together as “Sky View.”
    II. Analysis
    A. The One-Satisfaction Rule
    This case concerns the availability of settlement credits under the one-satisfaction rule.
    “Under the one satisfaction rule, a plaintiff is entitled to only one recovery for any damages
    suffered.” Crown Life Ins. Co. v. Casteel, 
    22 S.W.3d 378
    , 390 (Tex. 2000); see also Stewart Title
    Guar. Co. v. Sterling, 
    822 S.W.2d 1
    , 7 (Tex. 1991) (“The one satisfaction rule applies to prevent a
    6
    plaintiff from obtaining more than one recovery for the same injury.”). This Court first articulated
    the one-satisfaction principle in Bradshaw v. Baylor University:
    It is a rule of general acceptation that an injured party is entitled to but one
    satisfaction for the injuries sustained by him. That rule is in no sense modified by
    the circumstance that more than one wrongdoer contributed to bring about his
    injuries. There being but one injury, there can, in justice, be but one satisfaction for
    that injury.
    
    84 S.W.2d 703
    , 705 (Tex. 1935), overruled in part by Duncan v. Cessna Aircraft Co., 
    665 S.W.2d 414
    , 432 (Tex. 1984).7 In Stewart Title, we clarified that the fundamental consideration in applying
    the one-satisfaction rule is whether the plaintiff has suffered a single, indivisible injury—not the
    causes of action the plaintiff asserts: “There can be but one recovery for one injury, and the fact that
    more than one defendant may have caused the injury or that there may be more than one theory of
    liability, does not modify this 
    rule.” 822 S.W.2d at 8
    . Thus, the rule applies both “when the
    defendants commit the same act as well as when defendants commit technically differing acts which
    result in a single injury.” 
    Id. at 7.
    In First Title Co. of Waco v. Garrett, we explained the rule’s
    rationale as it applies to settlement credits for nonsettling defendants:
    7
    As we noted in Stewart Title, “Duncan did not abolish the one satisfaction rule but merely modified the
    method in which the rule would apply to specific 
    cases.” 822 S.W.2d at 5
    –6. “The Duncan comparative causation
    scheme applied only to products cases involving strict liability, breach of warranty, and mixed theories of strict liability
    and negligence . . . .” 
    Id. Both the
    Duncan comparative-causation scheme and the former comparative-negligence
    statute, see former TEX. CIV. PRAC. & REM. CODE §§ 33.001–.003 (1986), were displaced by the former comparative-
    responsibility statute in September 1987, Act of June 3, 1987, 70th Leg., 1st C.S., ch. 2, §§ 2.03–.06, 1987 Tex. Gen.
    Laws 37, 40 (amended 1995) (current version at TEX. CIV. PRAC. & REM. CODE §§ 33.001–.004); see also Stewart 
    Title, 822 S.W.2d at 5
    (discussing Texas’s contribution schemes at that time).
    7
    [T]he plaintiff should not receive a windfall by recovering an amount in court that
    covers the plaintiff’s entire damages, but to which a settling defendant has already
    partially contributed. The plaintiff would otherwise be recovering an amount greater
    than the trier of fact has determined would fully compensate for the injury.
    
    860 S.W.2d 74
    , 78 (Tex. 1993).
    A nonsettling defendant seeking a settlement credit under the one-satisfaction rule has the
    burden to prove its right to such a credit. Utts v. Short, 
    81 S.W.3d 822
    , 828 (Tex. 2002); Mobil Oil
    Corp. v. Ellender, 
    968 S.W.2d 917
    , 927 (Tex. 1998). In Ellender, we held that a nonsettling
    defendant meets this burden by introducing into the record either the settlement agreement or some
    other evidence of the settlement 
    amount. 968 S.W.2d at 927
    ; see also 
    Utts, 81 S.W.3d at 828
    .
    “Once the nonsettling defendant demonstrates a right to a settlement credit, the burden shifts to the
    plaintiff to show that certain amounts should not be credited because of the settlement agreement’s
    allocation.” 
    Utts, 81 S.W.3d at 828
    . The plaintiff can rebut the presumption that the nonsettling
    defendant is entitled to settlement credits by presenting evidence showing that the settlement
    proceeds are allocated among defendants, injuries, or damages such that entering judgment on the
    jury’s award would not provide for the plaintiff’s double recovery. See 
    id. at 828–29
    (requiring the
    nonsettling plaintiff to show that it did not benefit from the settlement); 
    Casteel, 22 S.W.3d at 391
    –92 (requiring a showing of an allocation between joint and separate damages); 
    Ellender, 968 S.W.2d at 928
    (requiring a showing of an allocation between actual and punitive damages); First
    
    Title, 860 S.W.2d at 79
    (applying the one-satisfaction rule when the plaintiff did not show it settled
    for a separate injury). A written settlement agreement that specifically allocates damages to each
    8
    cause of action will satisfy this burden. 
    Ellender, 968 S.W.2d at 928
    ; see also First 
    Title, 860 S.W.2d at 79
    (examining contents of settlement agreement).
    For example, in First Title Co. of Waco v. Garrett, we examined the contents of a settlement
    agreement and held that the nonsettling defendants were entitled to a settlement credit because it
    covered the same injury for which the jury found the nonsettling defendants liable. 
    See 860 S.W.2d at 78
    –79. The plaintiffs, the Garretts, purchased land for use as an automobile salvage yard but later
    learned the land was covered by a restrictive covenant prohibiting such use. 
    Id. at 75.
    The Garretts
    sued the sellers for misrepresentations, and in a separate suit, sued two title companies for
    negligence and DTPA violations. 
    Id. at 76.
    The Garretts settled with the sellers, and though the title
    companies placed the settling defendants’ settlement agreement into the record, the trial court denied
    the title companies’ request for settlement credits. 
    Id. The court
    of appeals affirmed, holding that
    the title companies had not proved that they and the sellers were joint tortfeasors. 
    Id. This Court
    reversed. 
    Id. at 79.
    We observed that “[t]he settlement agreement shows that all parties denied any
    liability, but there are other statements addressing the merits of that lawsuit and what the settlement
    was intended to remedy.” 
    Id. We then
    noted that the settlement agreement established that the
    Garretts’ claims were based on the sellers’ alleged misrepresentations and that they sought to
    recover “money, rescission of the sale of land . . . and attorney’s fees.” 
    Id. We held
    that the title
    companies were entitled to a credit against the judgment equal to the full amount of this settlement
    because “[b]y its terms, the settlement agreement covers the same injury for which the title
    companies were found liable in the present lawsuit.” 
    Id. Further, “[a]lthough
    not adjudicated to be
    9
    joint tortfeasors, the title companies and the sellers cannot reasonably be said to have caused
    separate injuries.” 
    Id. “[A] nonsettling
    party should not be penalized for events over which it has no control.” 
    Utts, 81 S.W.3d at 829
    (citing 
    Ellender, 968 S.W.2d at 927
    ). Thus, this burden-shifting framework, based
    on the presumption that the nonsettling defendant is entitled to a settlement credit after it introduces
    evidence of the plaintiff’s settlement, is appropriate because the plaintiff is “in the best position” to
    demonstrate why rendering judgment based on the jury’s damages award would not amount to the
    plaintiff’s double recovery. See 
    id. If the
    plaintiff fails to satisfy this burden, then the defendant is
    entitled to a credit equal to the entire settlement amount. See id.; 
    Ellender, 968 S.W.2d at 928
    . We
    review the trial court’s application of the one-satisfaction rule de novo.8 See First 
    Title, 860 S.W.2d at 78
    –79; Stewart 
    Title, 822 S.W.2d at 7
    –8.
    B. Sky View’s Settlement Credits
    Sky View argues that the courts below erred in failing to apply the one-satisfaction rule and
    denying it settlement credits for the settlements Martinez entered into with Kittleman, San Jacinto,
    Fidelity, and Walker. Sky View asserts that Martinez consistently pled, proved, and asked the jury
    to compensate him for a single, indivisible injury from all seven defendants—nonpayment of the
    8
    The court of appeals here reviewed the trial court’s settlement-credit determination for an abuse of discretion,
    ___ S.W.3d at ___, and neither party has argued this was error. This Court has not explicitly articulated a standard of
    review for applying the one-satisfaction rule, and courts of appeals have varied. Compare Galle, Inc. v. Pool, 
    262 S.W.3d 564
    , 570 n.3 (Tex. App.—Austin 2008, pet. denied) (de novo) with Oyster Creek Fin. Corp. v. Richwood Invs.
    II, Inc., 
    176 S.W.3d 307
    , 326 (Tex. App.—Houston [1st Dist.] 2004, pet. denied) (abuse of discretion). However, our
    decisions demonstrate that whether the plaintiff has complained of a single, indivisible injury, and whether the defendant
    is entitled to credit one or more settlements against the judgment, are legal determinations that we review de novo. See
    First 
    Title, 860 S.W.2d at 78
    –79 (considering what injury a settlement agreement covered); Stewart 
    Title, 822 S.W.2d at 7
    –8 (determining that the plaintiff complained of a single, indivisible injury).
    10
    $1.275 million Note. Thus, Sky View argues, it was entitled to settlement credits to offset the jury’s
    damages award against it and prevent Martinez’s double recovery. The court of appeals erred, Sky
    View contends, when it examined the causes of action Martinez asserted against each defendant
    rather than the injury he allegedly sustained. Sky View asks this Court to reduce the judgment “by
    the $2.3 million settlement funds Martinez received and any applicable interest.”
    Martinez asserted several claims against Kittleman arising out of Kittleman’s actions during
    the Martinez loan closing—actions Martinez alleged resulted in his inability to recover the amount
    due on the Note when Sky View later defaulted.9 Martinez also asserted causes of action against
    San Jacinto based on Solis’s handling of the closing, and he alleged that this negligence resulted in
    Israely’s later assertion that he did not sign the loan documents and therefore was not liable for the
    Note’s repayment. Martinez sought damages from both Kittleman and San Jacinto equal to the
    amount of lost principal and interest due on the Note and the attorney’s fees he incurred in seeking
    its repayment.10 Thus, as a result of both Kittleman’s and San Jacinto’s alleged actions, Martinez
    alleged to have suffered the same injury—nonpayment of the Note.
    Similarly, the claims Martinez asserted against Fidelity arose from its role in the Martinez
    loan transaction and Sky View’s default. Martinez alleged that Fidelity acted negligently in
    9
    For example, in his malpractice claim, Martinez alleged that “if the loan transaction would have been properly
    closed by Kittleman . . . the contractual liability of Sky View, Israely, and Gottlieb to Martinez would have been clear.
    . . . Instead, and as a direct result of the botched closing and failures to disclose, Martinez lacks the documents required
    to protect his rights and enforce the loan documents.”
    10
    Martinez alleged that as a result of Kittleman’s malpractice, he “has had to vigorously litigate this case for
    several years in order to try to establish liability against one or more of the Defendants in this case,” and asked to recover
    “additional damages consisting of the additional attorneys fees and expenses he has incurred as a result of the legal
    malpractice of Kittleman.” Similarly, he sought “the additional” attorney’s fees and expenses he incurred as a result of
    San Jacinto’s allegedly fraudulent actions.
    11
    allowing San Jacinto—an agent authorized to issue insurance policies on its behalf—to operate as
    it did, and that Fidelity breached the title insurance policy by denying Martinez’s claim and
    engaging in unfair settlement practices. As to damages from Fidelity’s conduct, Martinez asserted
    that “Fidelity should be responsible for covering Martinez’s loss under the title insurance policy.”
    Finally, Martinez asserted claims against Walker based on Walker’s initial representation of
    Martinez in its suit against Sky View seeking repayment of the Note—specifically, that Walker
    failed to take any steps to protect Martinez’s lien interest in the Property before Compass Bank’s
    foreclosure, and that this delay resulted in Fidelity’s denial of Martinez’s claim under the title
    insurance policy. Martinez sought to recover “actual and special damages from Walker, including
    the benefit of his mortgagee title insurance policy which was lost . . . [and] exemplary damages from
    Walker due to its gross negligence and breach of fiduciary duty.”
    Further, the only damages evidence Martinez provided at trial was based on his financial loss
    after Sky View defaulted on the Note. Martinez’s damages evidence included the loan documents,
    Martinez’s testimony about what was due on the Note—by his calculation, $2,665,832.72, which
    included prejudgment interest up to the date of trial—and expert testimony as to Martinez’s
    reasonable and necessary attorney’s fees. Martinez’s only damages question lumped together all
    of his damages arising from the Note, the guaranties, and the alleged fraud. Accordingly, the jury
    assessed Martinez’s damages under this question with one amount—$2,665,832.72, the amount
    Martinez claimed was due on the Note. This is the same recovery Martinez sought against each
    settling defendant.
    12
    The court of appeals erred in examining only the causes of action Martinez asserted against
    each of the settling defendants when our precedent makes clear that the causes of action pled are not
    the proper inquiry in applying the one-satisfaction rule. See Stewart 
    Title, 822 S.W.2d at 7
    –8. The
    proper question is whether the plaintiff has suffered a single, indivisible injury. See 
    id. Here, although
    he asserted various causes of action against the seven defendants, all of Martinez’s
    allegations were based on the same injury—nonpayment of the Note. In addition, other than the
    exemplary damages he sought against Walker, which we address below, all of the damages Martinez
    sought against each of these defendants was for an amount equivalent to his economic loss of the
    loan’s principal and accumulated interest plus the attorney’s fees he incurred in pursuing the
    litigation. Thus, although not adjudicated to be tortfeasors, Sky View and the settling defendants
    cannot reasonably be said to have caused separate injuries. See First 
    Title, 860 S.W.2d at 79
    .
    In response to Martinez’s motion for judgment, Sky View alleged that Martinez benefitted
    from settlement agreements with Kittleman, San Jacinto, Fidelity, and Walker based on the same
    injury for which the jury awarded him damages, and thus, allowing Martinez to recover the full
    amount of the jury’s award would result in his double recovery. This is a proper time and method
    to raise the one-satisfaction rule. See 
    Utts, 81 S.W.3d at 830
    (holding that a nonsettling defendant
    properly raised the settlement-credit issue in response to the plaintiff’s motion for judgment).
    Additionally, after the trial court rendered judgment for Martinez, Sky View filed several motions,
    again asserting the one-satisfaction rule. Sky View presented affidavit evidence as to the amount
    of each settlement, and Martinez’s counsel stipulated to those amounts.           Thus, Sky View
    13
    successfully raised a presumption that it was entitled to settlement credits equal to those amounts.
    See 
    id. at 829;
    Ellender, 968 S.W.2d at 927
    .
    At this point, the burden shifted to Martinez to rebut this presumption by showing that the
    settlement proceeds were allocated to an injury or damages different from the one for which he
    recovered against Sky View, see 
    Utts, 81 S.W.3d at 829
    , so that receiving the full jury award would
    not amount to a double recovery or windfall. See First 
    Title, 860 S.W.2d at 78
    . Martinez asserted
    various arguments in response to Sky View’s request for application of the one-satisfaction rule, but
    he never offered any evidence regarding any allocation of the settlement proceeds, as our precedent
    requires.11 See 
    Utts, 81 S.W.3d at 829
    (requiring a plaintiff to provide evidence to rebut the
    presumption of settlement credits); 
    Casteel, 22 S.W.3d at 391
    –92; 
    Ellender, 968 S.W.2d at 928
    ;
    First 
    Title, 860 S.W.2d at 78
    –79.
    Martinez’s settlement agreements with Kittleman and San Jacinto are both in the record.
    Both agreements show that all parties denied any liability, but both agreements also establish that
    Martinez sought recovery against these defendants for the same injury for which he recovered
    against Sky View—his loss of the loan’s principal and accumulated interest after Sky View
    defaulted on the Note.12 Both agreements provide that the parties will bear their own attorney’s fees
    11
    Martinez’s response to Sky View’s request for application of the one-satisfaction rule consisted of arguments
    that the rule is limited to cases involving joint tortfeasors, there was no single injury because Martinez requested different
    types of damages from different defendants, and Sky View waived this issue because it never pled or proved it was
    entitled to such credits. We address each of these arguments in this opinion.
    12
    The Kittleman settlement agreement establishes that Martinez made claims based on Kittleman’s alleged
    malpractice “in closing the [Martinez] loan” and Israely’s subsequent denial of liability on the Note. The San Jacinto
    agreement establishes that Martinez made claims based on its “provision of title insurance, escrow services, notary
    services and courtesy closing services” in the Martinez loan transaction, seeking various damages and attorney’s fees.
    That settlement agreement states that Martinez “has been pursuing claims for . . . exemplary damages,” but Martinez’s
    live pleading at the time of the parties’ settlement sought only his “economic out of pocket damages (the principal
    14
    and costs, thereby excluding the attorney’s fees Martinez incurred in those actions from the
    settlement proceeds, and preventing Martinez’s double recovery of attorney’s fees under the trial
    court’s judgment. The record does not contain the Fidelity and Walker settlement agreements, only
    the affidavit evidence Sky View offered stating the amounts of those settlements. Because Martinez
    did not offer any evidence allocating those settlement amounts, and the record does not reflect any
    such allocation, Martinez failed to rebut the presumption that Sky View is entitled to settlement
    credits equal to those amounts. See 
    Utts, 81 S.W.3d at 828
    –29; 
    Ellender, 968 S.W.2d at 927
    –28.
    Though Martinez sought exemplary damages against Walker, Ellender made clear that the burden
    is on the plaintiff to “tender a valid settlement agreement allocating between actual and punitive
    damages to the trial court” in order to avoid a settlement 
    credit. 968 S.W.2d at 928
    .
    In sum, Martinez complained of a single injury against each defendant—nonpayment of the
    $1.275 million Note—varying his causes of action and allegations according to each defendant’s
    alleged role in causing Martinez to suffer the claimed damages. See 
    Casteel, 22 S.W.3d at 390
    (recognizing that the one-satisfaction rule applies “when defendants commit technically different
    acts that result in a single injury”). Thus, when Sky View offered evidence of the settlement
    amounts, it successfully raised a presumption that it was entitled to offset the judgment by those
    amounts. See 
    Utts, 81 S.W.3d at 828
    ; 
    Ellender, 968 S.W.2d at 927
    . When Martinez failed to rebut
    this presumption, the trial court should have applied the settlement credits in order to prevent
    Martinez’s double recovery on his single, indivisible injury of nonpayment of the Note.
    amount lent to Sky View) and benefit of the bargain damages (18% interest under the loan documents)” and attorney’s
    fees.
    15
    C. Applying the One-Satisfaction Rule
    Martinez asserts that the trial court was correct to deny settlement credits here because the
    one-satisfaction rule is limited to tort cases of joint and several liability. He asserts that there is no
    joint liability between the Sky View defendants and settling defendants because, though he argued
    that the Sky View defendants were jointly liable for nonpayment of the Martinez loan, he pled
    separate liability against each settling defendant and sought damages against each that he could
    recover only if a jury first found that the Sky View defendants were not liable. Martinez relies
    heavily on both our Casteel decision and on GE Capital Commercial, Inc. v. Worthington National
    Bank, 
    754 F.3d 297
    (5th Cir. 2014), a case in which the Fifth Circuit made an Eerie guess as to
    whether this Court would apply the one-satisfaction rule to contract claims and without joint
    liability. 
    See 754 F.3d at 305
    –08. We address these cases in turn.
    In Casteel, the Fergusons, policyholders, sued Crown Life Insurance Company and one of
    its insurance agents, Casteel, alleging various causes of 
    action. 22 S.W.3d at 381
    . The jury found
    for the Fergusons against both Crown and Casteel, but the Fergusons settled with Crown after the
    trial and assigned their claims against Casteel to Crown. 
    Id. The trial
    court rendered judgment
    against Casteel for more than $1.3 million, but the court of appeals remanded, holding that Casteel
    was entitled to a credit against the judgment equal to the amount of the Fergusons’ settlement with
    Crown. 
    Id. at 382,
    390. On Crown’s appeal, this Court noted that though Crown and Casteel
    committed technically different acts, they caused the Fergusons “to suffer a single financial injury.”
    
    Id. at 390–91.
    We then stated: “Under the one satisfaction rule, the nonsettling defendant may only
    claim a credit based on the damages for which all tortfeasors are jointly liable.” 
    Id. at 391.
    We held
    16
    that “the nonsettling defendant is entitled to offset any liability for joint and several damages by the
    amount of common damages paid by the settling defendant, but not for any amount of separate or
    punitive damages paid by the settling defendant,” and thus, “Casteel is entitled to a credit for any
    settlement amount representing joint damages that Crown paid the Fergusons.” 
    Id. at 391–92.
    Martinez relies on our statement that “the nonsettling defendant may only claim a credit
    based on the damages for which all tortfeasors are jointly liable,” to argue that the one-satisfaction
    rule is limited to tort cases of joint and several liability. See 
    id. at 391
    (emphasis added). But in
    Casteel, this Court determined what credit a joint tortfeasor could recover after the trial court had
    already found him jointly liable and the tortfeasor did not challenge his joint liability. See 
    id. at 390
    n.8. We have never required a finding of joint liability before applying the one-satisfaction rule.
    See, e.g., First 
    Title, 860 S.W.2d at 76
    , 79 (applying the rule when the plaintiff filed two different
    lawsuits against settling and nonsettling defendants but the plaintiff suffered a single injury); Stewart
    
    Title, 822 S.W.2d at 8
    (applying the rule without a finding that the settling and nonsettling
    defendants were jointly liable). We reject Martinez’s argument that we should isolate the above
    statement from Casteel, which was made in the context of the facts of that case, and refuse to apply
    the one-satisfaction rule anywhere there has not been a finding of joint liability. Again, the rule is
    intended to prevent a plaintiff’s double recovery based on a single injury, regardless of a legal
    conclusion of joint liability. See First 
    Title, 860 S.W.2d at 79
    (“Although not adjudicated to be joint
    tortfeasors, the title companies and the sellers cannot reasonably be said to have caused separate
    injuries.”). If, as Martinez contends, the four settling defendants could only have been liable for
    17
    Martinez’s injury if the Sky View defendants were not liable, that can be true for only one reason:
    his injury was single and indivisible.
    Martinez also relies on the Fifth Circuit’s decision in Worthington. 
    See 754 F.3d at 305
    –09.
    In that case, GE and related plaintiffs sued Worthington National Bank under the Texas Uniform
    Fraudulent Transfer Act. 
    Id. at 299.
    Worthington requested a settlement credit for proceeds the GE
    plaintiffs received in settlement of a contract dispute with Citibank, a third party the GE plaintiffs
    never actually sued. 
    Id. at 304.
    The Fifth Circuit, making an Erie guess, predicted that this Court
    would not apply the one-satisfaction rule to contract cases and that an allegation of joint tortfeasor
    liability was required before applying the rule. 
    Id. at 308
    (“In sum, the one-satisfaction rule emerges
    in Texas Supreme Court jurisprudence as a tort law contribution doctrine, and its application has
    generally been limited to cases in which a plaintiff settles with an alleged joint tortfeasor.”).
    First, it is true that the one-satisfaction rule developed at common law around Texas’s
    original contribution statute, which applies only to tort actions. See Stewart 
    Title, 822 S.W.2d at 5
    .
    This development was necessary because the statute did not address the contribution implications
    of a partial settlement. 
    Id. However, our
    precedent makes clear that the question of whether the
    one-satisfaction rule applies relies not on the cause of action asserted by the plaintiff, but on whether
    the plaintiff has suffered a single, indivisible injury. 
    Id. at 7–8
    (“[T]he fact that more than one
    defendant may have caused the injury or that there may be more than one theory of liability, does
    not modify this rule.”). And, as one court of appeals reasoned, “[t]he one satisfaction rule is
    consistent with principles of contract law, which preclude a non-breaching party from recovering
    damages for breach of contract that would put the non-breaching party in a better position than if
    18
    the contract had been performed.” Metal Bldg. Components, LP v. Raley, No. 03-05-00823-CV,
    
    2007 WL 74316
    , *19 n.22 (Tex. App.—Austin Jan. 10, 2007, no pet.) (memo op.). Thus, most
    courts of appeals have concluded—as the court of appeals in this case did—that the common law
    one-satisfaction rule is not limited to tort claims, because whether it applies depends not on the
    cause of action asserted, but on the injury sustained. See e.g., ___ S.W.3d at ___ (“The application
    of the rule is not limited to tort claims . . . .”); Allan v. Nersesova, 
    307 S.W.3d 564
    , 574 (Tex.
    App.—Dallas 2010, no pet.) (applying the rule when the plaintiff elected to recover on her breach-
    of-contract claim); Galle, Inc. v. Pool, 
    262 S.W.3d 564
    , 573–74 (Tex. App.—Austin 2008, pet.
    denied) (same); Oyster Creek Fin. Corp. v. Richwood Invs. II, Inc., 
    176 S.W.3d 307
    , 327 (Tex.
    App.—Houston [1st Dist.] 2004, pet. denied) (“[T]he absence of tort liability does not preclude the
    application of the one satisfaction rule.”). Additionally, we have applied the rule in order to prevent
    double recovery in a case in which the jury made findings on both contract and tort damages. See
    Waite Hill Servs., Inc. v. World Class Metal Works, Inc., 
    959 S.W.2d 182
    , 185 (Tex. 1998) (per
    curiam) (holding it was error for the trial court to refuse an election-of-remedy request when the jury
    awarded “contract, as well as tort damages, and the jury awarded the identical amount in response
    to both damages questions”). The Fifth Circuit relied on CTTI Priesmeyer, Inc. v. K & O Ltd.
    Partnership, 
    164 S.W.3d 675
    (Tex. App.—Austin 2005, no pet.), to predict that this Court would
    not apply the rule outside of tort claims, see 
    Worthington, 754 F.3d at 306
    –07, but the Third Court
    of Appeals has since overruled that decision on this point. See Elness Swenson Graham Architects,
    Inc. v. RLJ II-C Austin Air, LP, 
    520 S.W.3d 145
    , 165 (Tex. App.—Austin 2017, pet. pending).
    19
    Though Worthington ultimately concluded that the one-satisfaction rule does not apply to
    contract claims, the opinion notes that this Court has permitted “at most, application of the one-
    satisfaction rule where defendants are jointly liable, even when their common liability is not based
    in 
    tort.” 754 F.3d at 307
    n.9 (discussing El Paso Nat. Gas Co. v. Berryman, 
    858 S.W.2d 362
    , 364
    (Tex. 1993) (per curiam), in which this Court applied the rule in a case involving alter ego liability
    for usury when the two defendants were jointly and severally liable for damages assessed against
    the settling defendant). Martinez relies on this to argue that even if the one-satisfaction rule applies
    in contract cases, it should be limited to situations in which the plaintiff asserts that two or more
    defendants are jointly liable under the same contract because they have promised the same
    performance. But, as discussed above, a legal conclusion of joint liability is not required for
    application of the one-satisfaction rule. Though Martinez contracted separately with each settling
    defendant, the injury he complained of was the same—nonpayment of the Note.
    Finally, Martinez asserts that the collateral-source rule should apply to prevent Sky View’s
    settlement credits. “The collateral source rule bars a wrongdoer from offsetting his liability by
    insurance benefits independently procured by the injured party.” Mid-Century Ins. Co. of Tex. v.
    Kidd, 
    997 S.W.2d 265
    , 274 (Tex. 1999). The theory behind the rule is that “a wrongdoer should not
    have the benefit of insurance independently procured by the injured party, and to which the
    wrongdoer was not privy.” Brown v. Am. Transfer & Storage Co., 
    601 S.W.2d 931
    , 934 (Tex.
    1980). In Brown, we noted that if a payment is within the collateral-source rule, “the principle
    forbidding more than one recovery for the same loss is not applicable.” 
    Id. at 936.
    Martinez argues
    that because he was the named insured under Fidelity’s title policy and Fidelity paid a $300,000
    20
    settlement, this payment from a collateral source prohibits that settlement credit. Further, citing a
    concurring opinion, Martinez argues that Kittleman and Walker were third parties acting for the
    benefit of Martinez, and therefore the collateral-source rule also bars settlement credits for those
    amounts. See Tate v. Hernandez, 
    280 S.W.3d 534
    , 543 (Tex. App.—Amarillo 2009, no pet.)
    (Campbell, J., concurring) (“The collateral source rule has historically been applied to situations in
    which a third party acts for the benefit of the plaintiff.”).
    Martinez stretches the bounds of the collateral-source rule too far. With regards to the
    Fidelity payment, Sky View correctly points out that the title policy was procured by Sky View,
    rather than Martinez.13 This Court has held that in cases where the defendant procures insurance for
    the benefit of the plaintiff, the plaintiff cannot then rely on the collateral-source rule for a double
    recovery. See Publix Theatres Corp. v. Powell, 
    71 S.W.2d 237
    , 241–42 (Tex. 1934) (holding that
    a lessor could not recover from its lessee for lost property after collecting payment on an insurance
    policy that the lessee had purchased for the benefit of the lessor). Additionally, there is no evidence
    that the $300,000 payment from Fidelity constituted an insurance policy payment under the title
    policy; the only evidence of the payment in the record is the affidavit evidence Sky View presented
    as to the amount transferred and to which Martinez stipulated. As to the law firms, the only Texas
    case Martinez cites for this proposition is a concurrence to the court of appeals’ opinion in Tate. See
    
    generally 280 S.W.3d at 541
    –44 (Campbell, J., concurring). But the concurrence, contrary to
    Martinez’s argument, would have concluded that the collateral-source rule did not apply to the
    13
    According to the HUD Settlement Statement for the Martinez loan, the payment for title insurance was under
    the column “Paid from Borrower’s Funds at Settlement,” and Sky View was the borrower.
    21
    payment at issue in that case—a discharge in bankruptcy of liability for medical expenses—in part
    because “[a]pplication of the collateral source rule has historically benefitted those with foresight
    to acquire insurance in advance of injury or at least in advance of treatment.” See 
    id. at 543
    (citations omitted). Similarly, here, we conclude that lawsuits against former legal representatives
    for negligence and malpractice do not fall within that reasoning.
    III. Appellate Attorney’s Fees
    The only remaining issue is whether Martinez is entitled to the conditional attorney’s fees
    that the trial court awarded in the event of Sky View’s unsuccessful appeals. The trial court’s
    judgment states:
    It is further ORDERED, ADJUDGED, AND DECREED that if [the Sky
    View defendants] unsuccessfully appeal this Final Judgment to an intermediate court
    of appeals, [Martinez] shall have and recover jointly and severally from [the Sky
    View defendants] an additional One Hundred Thousand Dollars . . . for reasonable
    and necessary attorney’s fees in defending the appeal.
    It is further ORDERED, ADJUDGED, AND DECREED that if [the Sky
    View defendants] unsuccessfully appeal this Final Judgment to the Texas Supreme
    Court, [Martinez] shall have and recover jointly and severally from [the Sky View
    defendants] the following amounts: Ten Thousand Dollars . . . for representation at
    the petition for review stage; Fifty Thousand Dollars . . . for representation at the
    merits briefing stage; and Forty Thousand Dollars . . . for representation at the oral
    argument stage.
    Although Sky View challenged the trial court’s award of attorney’s fees in the court of
    appeals, it has not raised a legal challenge to these attorney’s fee awards in this Court. Rather, Sky
    View raises only the application of these fee awards to our disposition, arguing that if we hold that
    the Sky View defendants are entitled to settlement credits under the one-satisfaction rule, Martinez
    is not entitled to any of the conditional appellate attorney’s fees awarded by the trial court and
    22
    affirmed by the court of appeals. See ___ S.W.3d at ___. Martinez disagrees, arguing that even if
    we were to hold that the Sky View defendants are entitled to the settlement credits, he is entitled to
    these fees because he was successful in the court of appeals as to the settlement-credits issue and
    Sky View’s factual sufficiency challenge to the awarded attorney’s fees.
    A party should not be penalized for pursuing a meritorious appeal. E.g., Hoefker v.
    Elgohary, 
    248 S.W.3d 326
    , 332 (Tex. App.—Houston [1st Dist.] 2007, no pet.) (holding that an
    award of appellate attorney’s fees must be conditioned upon the appellant’s unsuccessful appeal);
    Weynand v. Weynand, 
    990 S.W.2d 843
    , 847 (Tex. App.—Dallas 1999, pet. denied) (same); see also
    Ventling v. Johnson, 
    466 S.W.3d 143
    , 155 (Tex. 2015) (noting that the underlying purpose of
    chapter 38 of the Texas Civil Practice and Remedies Code, which authorizes recovery of attorney’s
    fees in breach-of-contract claims, is to “avoid penalizing a party for prosecuting a meritorious appeal
    and to discourage vexatious, time-consuming and unnecessary litigation”) (internal quotations
    omitted). An award of conditional appellate attorney’s fees “is essentially an award of fees that have
    not yet been incurred,” and the party awarded such fees “is not entitled to recover [these fees] unless
    and until the appeal is resolved in that party’s favor.” 
    Ventling, 466 S.W.3d at 156
    . Thus, “because
    an award of appellate attorney’s fees depends on the outcome of the appeal, it is not a final award
    until the appeal is concluded and the appellate court issues its final judgment.” 
    Id. (quoting Watts
    v. Oliver, 
    396 S.W.3d 124
    , 134–35 (Tex. App.—Houston [14th Dist.] 2013, no pet.)).
    As shown above, the trial court’s judgment here provides for two separate conditional
    appellate attorney’s fee awards—one dependent on the outcome in the court of appeals and one
    dependent on the outcome in this Court. As we explained in Ventling, this award is not final until
    23
    the last appellate court to review the case issues its final judgment. See 
    id. Because we
    hold that
    the courts below erred in refusing to apply the one-satisfaction rule and failing to award the Sky
    View defendants settlement credits, this appeal has not been “resolved in [Martinez’s] favor,” and
    thus, Martinez is not entitled to recover any of the conditional appellate attorney’s fees awarded by
    the trial court. See 
    id. IV. Conclusion
    For the reasons above, we hold that the Sky View defendants are entitled to reduce the
    judgment by the total amount of the four settlements Martinez received and any applicable interest.
    Accordingly, we reverse the court of appeals’ judgment and remand the case to that court for
    calculation of the reduced judgment with appropriate interest, an issue the parties disputed in that
    court but was not raised in this Court. We also render judgment that Martinez is not entitled to any
    of the conditional appellate attorney’s fees the trial court awarded because Sky View has
    successfully appealed the settlement-credits issue.
    _________________________________
    Paul W. Green
    Justice
    OPINION DELIVERED: June 1, 2018
    24