Vision Up, LLC v. Tamri Longabaugh, on Behalf of the Estate of Longabaugh ( 2021 )

Affirmed and Memorandum Opinion filed December 16, 2021.
In The
Fourteenth Court of Appeals
NO. 14-19-00942-CV
VISION UP, LLC, Appellant
V.
TAMRI LONGABAUGH, ON BEHALF OF THE ESTATE OF
LONGABAUGH, Appellee
On Appeal from the 506th Judicial District Court
Waller County, Texas
Trial Court Cause No. 13-12-22278-A
MEMORANDUM OPINION
Vision Up, LLC appeals from the trial court’s grant of summary judgment
favoring appellee Tamri Longabough, on behalf of the Estate of Marvin
Longabaugh. Vision Up sued Marvin, its former lawyer who is now deceased, for
legal malpractice. The trial court granted summary judgment based on settlement
agreements and releases signed by the two members of Vision Up. On appeal,
Vision Up principally contends that the releases signed by the members did not
release Vision Up’s claims. We affirm.
Background1
According to Vision Up, when Randy Hughes and Broc Spedale decided to
open a restaurant in the Navasota area, Hughes hired Marvin Longabaugh to
prepare and file a certificate of formation with the Texas Secretary of State for
Vision Up, which was to operate the restaurant.2 The certificate listed Hughes and
Spedale as the company’s only two members or governing persons. Immediately
afterwards, Hughes and Spedale appeared to reach an irreconcilable conflict, and
Hughes informed Longabaugh that Spedale no longer wished to be a part of the
business. Longabaugh then filed an amended certificate of formation, removing
Spedale as a governing person. Subsequently, Spedale sued Hughes, alleging in the
alternative either that he had been wrongfully removed as a governing person of
Vision Up or he remained a member despite the filing of the amended certificate.
Further according to Vision Up, allegedly based on Longabaugh’s advice,
Hughes refused to admit either that Spedale had been wrongfully removed or that
he remained a member. Spedale then amended his petition to include Vision Up as
a defendant. Longabaugh filed answers on behalf of both Hughes and Vision Up.
When Spedale objected to Longabaugh’s dual representation, other counsel took
over Vision Up’s defense. Spedale then amended his petition again to add
Longabaugh himself as a defendant and to assert a claim against Longabaugh
purportedly on behalf of Vision Up.
1
The background information is taken largely from Vision Up’s appellate brief and
pleadings in the court below. Vision Up acknowledges that its existence has been forfeited by
operation of the Texas Tax Code but states it is bringing this existing claim under chapter 11 of
the Business Organizations Code.
2
For ease of reference, we will refer to both Marvin Longabaugh and Tamri
Longabough, on behalf of the Estate of Marvin Longabaugh, interchangeably as “Longabaugh”
in this opinion.
2
At Longabaugh’s request, the trial court severed the claims against him from
the claims Spedale alleged against Hughes and Vision Up. After Longabaugh’s
death in 2017, his wife Tamri filed a suggestion of death and appeared on behalf of
the estate.
Although it is not entirely clear on this record what happened in the original
case after the severance, it appears that at some point, the trial court entered a
declaration that Spedale was still a member of Vision Up. According to Vision Up,
Spedale’s claims against Hughes then proceeded to a jury trial, and after the jury
found Spedale had not been damaged, the trial court rendered a take-nothing
judgment favoring Hughes. During the pendency of an appeal, the parties reached
a settlement, pursuant to which Hughes signed a settlement agreement and release,
relinquishing claims against Longabaugh for both himself and Vision Up. Spedale
also signed a settlement agreement and release, relinquishing claims against
Longabaugh for both himself and Vision Up.
After the settlement but before Spedale dismissed his claims against
Longabaugh as a result of the settlement, Vision Up intervened in the severed
lawsuit against Longabaugh, asserting malpractice. Longabaugh filed a traditional
motion for summary judgment in which he relied on and attached the settlement
agreements and releases signed by Hughes and Spedale on behalf of both
themselves and Vision Up. Vision Up filed a response to which it attached two
declarations by Hughes in which he averred that the trial judge in the underlying
lawsuit had ordered him to pay $30,000 of Spedale’s attorney’s fees. Hughes
further stated that to settle Spedale’s claims against him, Hughes also agreed to
settle any malpractice claims he may have against Longabaugh and Longabaugh’s
malpractice insurance carrier agreed to make a payment directly to Spedale on
Hughes’ behalf. Hughes says that no one ever discussed with him that the
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settlement would include Vision Up’s potential malpractice claims against
Longabaugh and he had no intention of releasing those claims for Vision Up. He
also asserts that Vision Up received no consideration either for the release he
signed or the release Spedale signed and Vision Up did not authorize Hughes,
Spedale, or anyone else to release any claims. As will be discussed below,
Hughes’s statements in the declarations directly conflict with statements in the
settlement agreements and releases that he and Spedale signed. The trial court
rendered a final, appealable summary judgment disposing of all claims against
Longabaugh.
Discussion
Vision Up raises two issues, arguing that (1) Spedale did not have standing
to sue Longabaugh on Vision Up’s behalf, and (2) the trial court erred in granting
summary judgment based on the releases. We will begin by addressing Vision
Up’s second issue before turning briefly to its first issue.
I. Summary Judgment
In its second issue, Vision Up contends that the trial court erred in granting
summary judgment favoring Longabaugh because the releases attached to
Longabaugh’s motion were not effective to release claims owned by Vision Up.
We will first set out the law governing our review. We will then discuss the
contents of the settlement agreements and releases before turning to an analysis of
Vision Up’s specific arguments.
A. Governing Law
Summary judgments. In a traditional motion for summary judgment, if the
movant’s motion and summary-judgment evidence facially establish its right to
judgment as a matter of law, the burden shifts to the nonmovant to raise a genuine,
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material fact issue sufficient to defeat summary judgment. See M.D. Anderson
Hosp. & Tumor Inst. v. Willrich, 28 S.W.3d 22, 23 (Tex. 2000). In our de novo
review of a trial court’s summary judgment, we consider all the evidence in the
light most favorable to the nonmovant, crediting evidence favorable to the
nonmovant if reasonable jurors could, and disregarding contrary evidence unless
reasonable jurors could not. Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 582
(Tex. 2006). The evidence raises a genuine issue of fact if reasonable and
fair-minded jurors could differ in their conclusions in light of all the
summary-judgment evidence. Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d
754, 755 (Tex. 2007).
Contract construction. A release is a contract and therefore subject to the
same rules of construction as any other contract. Williams v. Glash, 789 S.W.2d
261, 264 (Tex. 1990). Both the question of ambiguity and the interpretation of an
unambiguous contract are questions of law we review de novo. URI, Inc. v.
Kleberg Cty., 543 S.W.3d 755, 763 (Tex. 2018). When a contract’s meaning is
disputed, our primary goal is to ascertain and give effect to the parties’ intent as
expressed in the four corners of the written agreement. See Piranha Partners v.
Neuhoff, 596 S.W.3d 740, 743 (Tex. 2020); URI, Inc., 543 S.W.3d at 763.
“Objective manifestations of intent control, not ‘what one side or the other alleges
they intended to say but did not.’” URI, Inc., 543 S.W.3d at 763–64 (quoting
Gilbert Tex. Constr., L.P. v. Underwriters at Lloyd’s London, 327 S.W.3d 118, 127
(Tex. 2010)). We presume parties intended the “plain, ordinary, and generally
accepted meaning” of their words unless the agreement indicates otherwise. Id. at
764. And we consider the entire writing in an effort to harmonize and give effect to
all provisions so that none will be rendered meaningless. J.M. Davidson, Inc. v.
Webster, 128 S.W.3d 223, 229 (Tex. 2003). No single provision will control our
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interpretation, but all provisions must be considered in reference to the whole. Id.The circumstances surrounding the creation of a contract may also be
considered as an aid to ascertaining the intended meaning. URI, Inc., 543 S.W.3d
at 764. However, the parol evidence rule prohibits a party to a written contract
from presenting extrinsic evidence to create an ambiguity or to give the contract a
meaning different from that which its language imports. Id. Only when a contract
is ambiguous may a court consider the parties’ interpretations and admit
extraneous evidence to establish the true meaning of the contract. Id. at 764–65.
B. The Releases
The Hughes release. At the beginning of the settlement agreement and
release signed by Hughes, it identifies the parties to the agreement and describes
the “Hughes Parties” as “Randy Hughes, Individually and as a member of Vision
Up LLC.” The release then identifies the litigation that is being settled and states
that Spedale filed suit “Individually and on behalf of Vision Up, LLC.” It further
states that the Hughes Parties “made a presuit demand against Longabaugh” based
on the amount of attorney’s fees awarded to Spedale in the underlying lawsuit. The
parties then state a desire “to settle and resolve . . . all issues and disputes between
them.” As for consideration for the settlement, the release lists “the warranties,
representations, agreements, and releases given hereunder, and for other good and
valuable consideration, the sufficiency of which is hereby stipulated.” More
specifically, the release states that Longabaugh or his insurance carrier agreed to
pay a certain sum, which is redacted from the copy in the record, that the Hughes
Parties acknowledged receiving in settlement.
As for the claims released by the Hughes Parties, the release states that those
parties “agree not to file a lawsuit against Longabaugh . . . for claims related to the
Underlying Suit.” It further says that “none of the releasing Parties shall assert
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against [Longabaugh] any future claims based on any conduct, act, or omission
encompassed by the releases.” The released claims further included “any and all
claims based upon any of [Longabaugh’s] acts or omissions prior to the date of this
Agreement and arising from any conduct of any kind or character whatsoever, from
the beginning of time to the present.” (Emphasis in original).
The release also contains a section labeled “Authority and Approvals” in
which it states that each of the signatories to the release was “duly authorized to . .
. resolve all disputes . . . between the parties” and “to bind . . . those entities on
whose behalf he or she purports to act in the capacity identified” and that each
signatory “warrants that all corporate or other approvals necessary . . . to enter into
this Agreement have been obtained.” Hughes’s notarized signature appears twice at
the end of the document, once for himself and once “as a member of Vision Up,
LLC.”
The Spedale release. The settlement agreement and release Spedale signed
states that Spedale is entering the agreement “Individually and in the right of
Vision Up, LLC.” It further states that for a sum provided by Longabaugh or his
insurance carrier, receipt of which Spedale acknowledged, Spedale, individually
and in the right of Vision Up, “releases, acquits, and forever discharges . . .
Longabaugh . . . from any and all actions, causes of action, claims and demands . . .
in any way growing out of any and all claims for negligence, breach of fiduciary
duty, [etc.] that were or which could have been asserted in” the lawsuit against
Longabaugh. The parties further agreed that “this Agreement resolves all issues
arising from facts made the basis of the Lawsuit.”
The release also contains an indemnity paragraph under which Spedale
indemnified Longabaugh from any claims that have been or could be “asserted by
any person . . . or business entity claiming by, through or under . . . Spedale and
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Vision Up, LLC in any manner arising from the occurrence or the lawsuit.”
Spedale additionally warranted that he was the sole owner of the claims that were
asserted or could be asserted and that such claims had not been assigned or
transferred to another party. He further warranted that he had “no knowledge of
any other claims arising out of the facts” of the lawsuit. At the end of the
document, Spedale signed it both for himself and “as a member of Vision Up,
LLC.”
C. Vision Up’s Arguments
In asserting that the releases were not effective to release its claims, Vision
Up specifically argues: (1) it was not a named party in either release, (2) neither of
the releases mentioned its claims as being released, (3) no consideration was paid
to it for either release, (4) neither Hughes nor Spedale had authority to release the
claims, and (5) neither a legal malpractice case nor its proceeds may be assigned.
Vision Up supports many of its arguments by referencing Hughes’s declarations.
In analyzing the effect of the releases and Vision Up’s arguments, there are
several important circumstances to remember. See URI, Inc., 543 S.W.3d at 764
(explaining that the circumstances surrounding the creation of a contract may be
considered in ascertaining the intended meaning). At the time the releases were
signed, Spedale, Hughes, Vision Up, and Longabaugh had all been parties to
litigation, which included numerous claims revolving around the formation and
management of Vision Up and in which Vision Up was named as both a plaintiff
and a defendant. In his sixth amended petition, Spedale asserted that he was acting
both “individually and in the right of Vision Up,” and he also asserted that he “is a
governing member of Vision Up, LLC [and] fairly and adequately represents the
interests of Vision Up, LLC in enforcing the rights of Vision Up, LLC in this
case.” An answer was also filed on behalf of Vision Up in the underlying case.
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Additionally, Vision Up’s certificate of formation reflects that it only had
two members or governing persons; one of whom (Spedale) was suing the other
(Hughes), and both of whom were either suing Longabaugh (Spedale) or had made
a presuit demand against Longabaugh (Hughes). Spedale had even expressly
brought claims against Longabaugh on Vision Up’s behalf.
Under the circumstances, it therefore makes sense that Vision Up and any
claims made by it or against it would be a part of any settlement. At the time
Hughes signed the first release, the claims against Longabaugh had been severed
and the other claims had been tried and were on appeal. Afterwards, the appeal was
dismissed due to settlement and Spedale filed a nonsuit of the claims he brought
individually and on behalf of Vision Up against Longabaugh.
Read together, in their entirety, and under the circumstances existing at the
time, the settlement agreements and releases signed by the two members of Vision
Up were clearly aimed at resolving any current or potential claims that either of
them or Vision Up had against Longabaugh based on the creation or management
of Vision Up. We now turn to a discussion of Vision Up’s specific arguments.
A named party. Generally, a release is only effective against a party that is
named in the release or described with such particularity that its identity is not in
doubt. See Sydlik v. REEIII, Inc., 195 S.W.3d 329, 336 (Tex. App.—Houston [14th
Dist.] 2006, no pet.) (citing Mem’l Med. Ctr. of E. Tex. v. Keszler, 943 S.W.2d 433,
435 (Tex. 1997) (per curiam); cf. Undavia v. Avant Med. Grp., P.A., 468 S.W.3d
629, 633 & n.3 (Tex. App.—Houston [14th Dist.] 2015, no pet.) (discussing
situations in which more parties than just the named party were released because
that was the clear intent). Vision Up insists that it was not a named or described
party in the releases signed by Hughes and Spedale. The plain language of the
releases clearly contradicts this position.
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As discussed above, in the Hughes release, it identifies the “Hughes
Parties”—a plural descriptor—to include “Randy Hughes, Individually and as a
member of Vision Up LLC.” “Hughes Parties” is then used throughout the
document. It further states that “none of the releasing Parties shall assert against
[Longabaugh] any future claims . . . .” “[R]eleasing Parties,” again a plural term,
clearly refers to Hughes individually and as a representative of Vision Up. And the
release contains an “Authority and Approvals” section in which it indicates that
Hughes was “duly authorized to . . . bind . . . those entities on whose behalf he . . .
purports to act in the capacity identified” and he “warrant[ed] that all corporate or
other approvals necessary . . . to enter into this Agreement ha[d] been obtained.”
Hughes’s notarized signature then appears at the end of the document both for
himself and “as a member of Vision Up, LLC.”
In the Spedale release, it states that Spedale is entering the agreement
“Individually and in the right of Vision Up, LLC.” It further mentions Vision Up
multiple other times and contains signatures both for Spedale himself and for
Spedale “as a member of Vision Up, LLC.” The only two members/governing
persons of Vision Up both signed releases purporting to represent Vision Up.
Vision Up was clearly and unambiguously named or described as a releasing party
in the releases. See Nguyen v. Nguyen, No. 14-19-00913-CV, 2021 WL 786628, at
*5 (Tex. App.—Houston [14th Dist.] Mar. 2, 2021, no pet.) (holding LLC was
party to release signed on its behalf by two of its three members).
Claims included. To effectively release a claim in Texas, the releasing
instrument must “mention” the claim to be released, and any claims not clearly
within the subject matter of the release are not discharged. Wilson v. Fleming, 566
S.W.3d 410, 425 (Tex. App.—Houston [14th Dist.] 2018), rev’d on other grounds,
610 S.W.3d 18 (Tex. 2020) (citing Victoria Bank & Trust Co. v. Brady, 811
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S.W.2d 931, 938 (Tex. 1991)). Vision Up asserts that the releases here did not
mention its claims against Longabaugh. Again, the plain language of the releases
clearly contradicts this assertion.
In the Hughes release, it notes that the Hughes Parties, which as discussed
above included Hughes in his capacity as a member of Vision Up, made a presuit
demand against Longabaugh. The release further states that the parties desired “to
settle and resolve . . . all issues and disputes between them” and that the Hughes
Parties agreed “not to file a lawsuit against Longabaugh . . . for claims related to
the Underlying Suit” or for “any and all claims based upon any of [Longabaugh’s]
acts or omissions prior to the date of this Agreement and arising from any conduct
of any kind or character whatsoever, from the beginning of time to the present.”
In Spedale’s release, which he signed “as a member of Vision Up, LLC,” it
states that Spedale, individually and in the right of Vision Up, “release[d],
acquit[ed], and forever discharge[d] . . . Longabaugh . . . from any and all actions,
causes of action, claims and demands . . . in any way growing out of any and all
claims for negligence, breach of fiduciary duty, [etc.] that were or which could
have been asserted in” the lawsuit against Longabaugh. The parties further agreed
that “this Agreement resolves all issues arising from facts made the basis of the
Lawsuit,” and Spedale indemnified Longabaugh from any claims that have been or
could be “asserted by any person . . . or business entity claiming by, through or
under . . . Spedale and Vision Up, LLC in any manner arising from the occurrence
or the lawsuit.” The releases clearly and unambiguously mentioned claims
belonging to Vision Up as being released. To conclude otherwise would be to
render significant portions of the releases meaningless. See J.M. Davidson, 128
S.W.3d at 229 (explaining that contracts should be construed so that no provisions
are rendered meaningless).
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Consideration. Like any other contract, settlement agreements and releases
must be supported by valid consideration. See Tamez v. Sw. Motor Transp., Inc.,
155 S.W.3d 564, 571 (Tex. App.—San Antonio 2004, no pet.). Consideration
consists of a benefit to the promisor or a detriment to the promisee. Petroleum
Workers Union of the Rep. of Mex. v. Gomez, 503 S.W.3d 9, 31 (Tex. App.—
Houston [14th Dist.] 2016, no pet.) (citing N. Natural Gas Co. v. Conoco, Inc., 986
S.W.2d 603, 607 (Tex. 1998)). A written instrument reciting consideration is
presumed to be sufficient. Id. Lack of consideration is an affirmative defense to
enforcement, and the burden of proof is on the party alleging a lack of
consideration. Id. What constitutes consideration is a question of law for the court.
Id.In its brief, Vision Up complains that “no money was paid to Vision Up in
consideration for a release. Therefore, Vision Up’s claims were not released.” In
his first declaration, Hughes also states that “[n]o money was paid or any other
form of consideration given to Vision Up, LLC, by . . . Longabaugh or his
insurance carrier.” Vision Up, however, does not offer any authority for the
proposition that consideration must be paid or given to the releasing party. As
stated, consideration can consist of either a benefit to the promisor or a detriment
to the promisee. Id. Consideration may be given either by the promisee or by some
other person to either the promisor or some other person. Garza v. Evans, No. 01-
11-00666-CV, 2012 WL 1893731, at *8 (Tex. App.—Houston [1st Dist.] May 24,
2012, no pet.) (mem. op.); Frazer v. Tex. Farm Bureau Mut. Ins. Co., 4 S.W.3d
819, 824 (Tex. App.—Houston [1st Dist.] 1999, no pet.); Hovas v. O’Brien, 654
S.W.2d 801, 802–03 (Tex. App.—Houston [14th Dist.] 1983, writ ref’d n.r.e.).
The releases here clearly recite that either Longabaugh, or his carrier on his
behalf, paid a sum certain in exchange for each release. The fact that the payment
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may not have been to Vision Up does not mean it was not a detriment to
Longabaugh. See Garza, 2012 WL 1893731, at *8; Frazer, 4 S.W.3d at 824;
Hovas, 654 S.W.2d at 802–03. Moreover, the Hughes release states that the
Hughes Parties (which included Hughes as a representative of Vision Up)
acknowledged receiving the funds in question. The releases clearly contained
sufficient consideration.
Authority. Vision Up next argues that the evidence did not conclusively
establish that either Hughes or Spedale had authority to release Vision Up’s claims.
In support, it cites First Trust Corp. TTEE FBO v. Edwards, in which the court
held that a release signed by a company’s shareholder and officer did not release
the company’s claims. 172 S.W.3d 230, 239 (Tex. App.—Dallas 2005, pet.
denied). Edwards, however, is readily distinguishable from the present
circumstances.
In Edwards, the company was not a party to the release and the release did
not indicate that the company was releasing any claims against anyone and also did
not contain “any language describ[ing] anyone granting a release for, or on behalf
of” the company. Id. Here, in contrast and as described above, Vision Up was a
party to the release and the release clearly and unambiguously expressed an intent
to release Vision Up’s claims. Additionally, Spedale and Hughes—Vision Up’s
only two members/governing persons—both claimed to be acting on behalf of
Vision Up and in their capacities as members of Vision Up. Indeed, each signed
their release twice—once individually and once in their capacity as a member of
Vision Up. As discussed above, in his release, Hughes even represented that he
was “duly authorized to . . . bind” Vision Up.
The present case is more analogous to Nguyen than Edwards. In Nguyen,
two of three members of an LLC brought derivative claims on behalf of the LLC
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and then signed a settlement agreement and release that purported to relinquish the
LLC’s claims as well as the claims of the individual members. Nguyen, 2021 WL
786628, at *5. We affirmed a summary judgment favoring the released party based
on the releases, explaining that an LLC acts only through its human agents; as
governing persons of the LLC, the individuals were authorized agents; there was
no indication in the agreement that the individuals intended to sign only on their
own behalf; and nothing demonstrated either that the individuals lacked actual
authority or that the released party knew that they lacked authority. Id. (citing Tex.
Bus. Orgs. Code § 101.254(b), et al.).
Here, Spedale and Hughes were the two governing members of Vision Up,
LLC, and both signed the agreements individually and on behalf of Vision Up.
While Vision Up cites Hughes’s unsworn declaration in which he stated under
penalty of perjury that Vision Up did not authorize Hughes, Spedale, or anyone
else to release any claims, this extrinsic evidence is insufficient to raise a fact issue
on authorization where the releases themselves clearly and unambiguously
represent that Hughes and Spedale were releasing claims on behalf of Vision Up
and in their capacities as Vision Up members. See URI, Inc., 543 S.W.3d at 763–
65 (explaining that the parol evidence rule prohibits the use of extrinsic evidence to
create an ambiguity or give a contract a different meaning than its language
imports and objective manifestations of intent control over what a party alleges
they intended to say). Moreover, Vision Up does not suggest that Longabaugh was
aware of any alleged lack of authority. See Nguyen, 2021 WL 786628, at *5.
Spedale and Hughes’s authority to release Vision Up’s claims is conclusively
established in the record.
Assignment of claims. Lastly, Vision Up contends that neither a legal
malpractice case nor its proceeds may be assigned, citing Inliner Americas, Inc. v.
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MaComb Funding Group, L.L.C., 348 S.W.3d 1, 10 (Tex. App.—Houston [14th
Dist.] 2010, pet. denied), and Vinson & Elkins v. Moran, 946 S.W.2d 381, 396
(Tex. App.—Houston [14th Dist.] 1997, writ dism’d). While this statement of the
law is accurate, it has no application to the facts of this case. There is no evidence
in the record that Vision Up assigned its malpractice claim or any proceeds to
Spedale or Hughes; Spedale and Hughes simply acted as the members and
governing persons of Vision Up in releasing those claims. Finding no merit in any
of Vision Up’s arguments, we overrule its second issue.
II. Spedale’s Standing
In its first issue, Vision Up contends that Spedale did not have standing to
sue Longabaugh on Vision Up’s behalf. More specifically, Vision Up contends that
the trial court erred in denying a plea to the jurisdiction filed in Vision Up’s name
in the underlying litigation. Standing is a component of subject-matter jurisdiction
and a constitutional prerequisite to maintaining suit under Texas law. Tex. Ass’n. of
Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 444–45 (Tex. 1993).3 Vision Up,
however, does not offer any explanation regarding how Spedale’s standing or lack
of standing in the underlying litigation is relevant to this appeal from the trial
court’s grant of summary judgment based on settlement agreements and releases
which relinquished Vision Up’s claims against Longabaugh. We will not attempt
to make such argument for Vision Up. See Rogers v. City of Houston, 627 S.W.3d
3In arguing that Spedale lacked standing, Vision Up points out that Business
Organizations Code section 101.113 provides that “[a] member of a limited liability company
may be named as a party in an action by or against the limited liability company only if the
action is brought to enforce the member’s right against or liability to the company.” Tex. Bus.
Orgs. Code § 101.113. Vision Up also asserts that a member of an LLC lacks standing to assert
claims individually when a cause of action belongs to the company, citing Wyrick v. Business
Bank of Texas, N.A., 577 S.W.3d 336, 353 (Tex. App.—Houston [14th Dist.] 2019, no pet.),
among other cases. On these bases, Vision Up contends that the trial court erred in not
dismissing all claims brought by Spedale purportedly on behalf of Vision Up.
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777, 787 (Tex. App.—Houston [14th Dist.] June 8, 2021, no pet. h.) (citing Tex. R.
App. P. 38.1(i)). We overrule Vision Up’s first issue.
Having overruled both of Vision Up’s issues, we affirm the trial court’s
judgment.
/s/ Frances Bourliot
Justice
Panel consists of Justices Bourliot, Zimmerer, and Spain.
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