Aaron Bigbee and Ahu Sipahioglu v. Samadian Family Limited Partnership

Reversed and Modified in Part, Affirmed as Modified, and Opinion Filed
September 19, 2022
S In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-20-00656-CV
AARON BIGBEE AND AHU SIPAHIOGLU, Appellants
V.
SAMADIAN FAMILY LIMITED PARTNERSHIP, Appellee
On Appeal from the 471st Judicial District Court
Collin County, Texas
Trial Court Cause No. 471-00299-2018
MEMORANDUM OPINION
Before Justices Partida-Kipness, Reichek, and Goldstein
Opinion by Justice Partida-Kipness
This appeal arises from a landlord-tenant dispute brought by appellants Aaron
Bigbee and Ahu Sipahioglu (Tenants) against appellee Samadian Family Limited
Partnership (Landlord). Tenants sued Landlord to recover damages from Landlord’s
refusal to refund their security deposit and unlawful exclusion of Tenants from the
property during the term of the lease. After a jury trial, the trial court rendered
judgment on the verdict in favor of Tenants, but also awarded Landlord its attorney’s
fees as a prevailing party. Tenants appeal the portion of the judgment awarding
Landlord its fees. After reviewing the briefs and the record, we conclude the trial
court erroneously awarded Landlord its fees. We reverse the portion of the judgment
awarding Landlord attorney’s fees and conditional appellate fees, modify the
judgment to remove such awards to Landlord, and affirm the judgment in all other
respects.
BACKGROUND
On April 1, 2015, Tenants signed a residential lease (the Lease) with Landlord
for a residential property in Dallas, Texas. They paid a security deposit of $5,000,
and monthly rent of $2,500. The Lease had a primary term of one year and
automatically renewed on a month-to-month basis unless Tenants or Landlord
provided the other with written notice of termination as specified in the Lease. In
2016, the parties extended the Lease to April 30, 2017, and increased the monthly
rent to $2,600. When Tenants did not terminate the Lease in April 2017, the Lease
automatically renewed on a month-to-month basis. On May 30, 2017, Bigbee
provided Landlord written notice of termination and notified Landlord “he and his
family planned to be moved out of the Property by June 18, 2017, with the utilities
being transferred to [Landlord] shortly thereafter.” On June 16, 2017, Bigbee and
Malek Samadian met at the Property. Samadian informed Bigbee he uses a third-
party service to inspect the house for maintenance and repair items. Tenants moved
out on June 18, 2017. They asked Landlord to allow them to walk-through the
Property with Landlord or the third-party inspector so Tenants could make any
repairs deemed necessary by the inspection “in a cost-effective manner.” Tenants
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also asked to be given access to the Property until June 30, 2017, the end of the Lease
term. In response, Landlord told Tenants they would be given seventy-two hours
after completion of the inspection “to get all issues resolved.” On June 20, 2017,
Bigbee discovered the locks to the Property had been changed. After completion of
the inspection, the parties walked through the Property to inspect items that needed
to be repaired or replaced. Tenants received a list at that time of repairs identified by
the inspector. Four days later, Bigbee and Samadian conducted a final walk through
of the Property, and Bigbee turned over the final set of keys and remotes.
On July 10, 2017, Samadian informed Tenants they had not completed certain
repairs, and Landlord was withholding $1,055 from the security deposit to pay for
the repairs. This letter stated Landlord would forward a check for $3,945 to Bigbee,
which was the $5,000 security deposit minus the $1,055 for remaining repairs.
Landlord conditioned the offer of partial payment on Tenants agreeing not to dispute
the amount withheld from the security deposit. In his email response, Bigbee
declined the offer and countered with an offer to pay Samadian $500 rather than
$1,055. Thereafter, Bigbee received a check from Landlord for $3,945. Bigbee
emailed Samadian clarifying he would not deposit the check because he did not agree
to Samadian’s conditions. The parties did not resolve the issue concerning the partial
refund of the security deposit, and Tenants filed the underlying lawsuit.
Tenants sued Landlord for breach of contract, bad faith retention of the
security deposit under section 92.109 of the property code, and unlawful exclusion
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from the Property under section 92.0081 of the property code. Tenants sought
reimbursement of the $5,000 security deposit and statutory damages under the
property code. Landlord answered and filed counterclaims for breach of contract and
attorney’s fees pursuant to the Lease. Landlord contended Tenants breached the
Lease by tendering the property in materially worse condition than it was received
and failing to satisfy Tenants’ responsibilities for property maintenance.
After a two-day trial, the jury found Landlord failed to comply with the lease,
intentionally excluded Tenants from the property, and retained the security deposit
in bad faith. The jury found $0 damages for the Landlord’s breach of contract, $0
damages for the unlawful exclusion, and $3,945 in damages for wrongfully
withholding the security deposit. As for Landlord’s counterclaim, the jury found
Tenants breached the lease but awarded $0 to Landlord for that breach. The jury
awarded no attorney’s fees to either side.
Tenants and Landlord each sought post-trial relief. In their motion to disregard
jury answers, Tenants asked the trial court to award them attorney’s fees for their
wrongful exclusion and unlawful retention claims and disregard the jury’s award of
zero fees on those claims. Landlord objected to Tenants’ motion to disregard jury
answers. Landlord also moved for judgment notwithstanding the verdict. Landlord
asked the court to disregard the jury’s $0 fees award regarding Tenants’ breach of
contract and to award Landlord $30,264.50 in attorney’s fees as a prevailing party
on Tenants’ breach of contract claim.
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In the final judgment, the trial court granted Tenants’ and Landlord’s post-
trial motions and awarded the following damages and fee awards:
 $11,935 in actual and statutory damages to Tenants for
Landlord’s violation of property code section 92.109;
 $3,500 in statutory damages to Tenants for Landlord’s violation
of property code section 92.0081;
 $19,765 in attorney’s fees to Tenants “as the prevailing party on
Plaintiffs’ statutory claims and on Defendant’s breach of contract
counterclaim”;
 $30,264.50 in attorney’s fees to Landlord “as the prevailing party
on Plaintiffs’ breach of contract claim”; and
 Conditional appellate fees for “the successful side in any appeal.”
Tenants filed a post-judgment motion that included a motion to modify the
judgment, plea to the jurisdiction, motion to disregard jury answers, and motion for
new trial (the post-judgment motion). Tenants asserted they should not be required
to pay Landlord’s attorney’s fees because Tenants, not Landlord, were the prevailing
parties in the dispute. Alternatively, Tenants requested a modified judgment
awarding them $3,945 in damages for their breach of contract claim and a new trial
to recover their attorney’s fees on that claim. Tenants also requested the trial court
dismiss Landlord’s counterclaim because Landlord lacked standing to sue. The trial
court denied Tenants’ post-judgment motion, and this appeal followed.
ANALYSIS
Tenants bring two issues on appeal. First, they contend the trial court erred by
concluding Landlord was a prevailing party and awarding Landlord its attorney’s
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fees. Second, Tenants argue Landlord lacked standing to assert its counterclaim.
Because it is dispositive of this appeal, we begin with Tenants’ first issue.
I. Standard of review
Whether a party is entitled to recover attorney’s fees under a contract is a
question of law we review de novo. Goldman v. Olmstead, 414 S.W.3d 346, 365–66
(Tex. App.—Dallas 2013, pet. denied) (applying de novo standard of review to order
awarding fees based on prevailing party provision of contract) (citing Holland v.
Wal-Mart Stores, Inc., 1 S.W.3d 91, 94 (Tex. 1999)); VSDH Vaquero Venture, Ltd.
v. Gross, No. 05-16-01041-CV, 2017 WL 3405312, at *2 (Tex. App.—Dallas Aug.
9, 2017, no pet.) (mem. op.).
II. Prevailing party status
Landlord sought its attorney’s fees under Paragraph 29 of the Lease, which
provides:
29. ATTORNEY’S FEES: Any person who is a prevailing party in
any legal proceeding brought under or related to the transaction
described in this lease is entitled to recover prejudgment interest,
attorney’s fees, costs of service, and all other costs of the legal
proceeding from the non-prevailing party.
Tenants maintain the trial court erred by awarding attorney’s fees to Landlord
because Landlord is not a “prevailing party” under the Lease. When interpreting a
contractual attorney’s fee provision in which the “prevailing party” term is left
undefined, as is the case here, we are to “presume the parties intended the term’s
ordinary meaning.” WWW.URBAN.INC. v. Drummond, 508 S.W.3d 657, 666 (Tex.
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App.—Houston [1st Dist.] 2016, no pet.) (quoting Intercont’l Grp. P’ship v. KB
Home Lone Star L.P., 295 S.W.3d 650, 653 (Tex. 2009)).
A. Applicable law
To be a prevailing party, the party must “obtain actual and meaningful relief,
something that materially alters the parties’ legal relationship.” Rohrmoos Venture
v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469, 485–86 (Tex. 2019) (quoting KB
Home, 295 S.W.3d at 659). “A defendant can obtain actual and meaningful relief,
materially altering the parties’ legal relationship, by successfully defending against
a claim and securing a take-nothing judgment on the main issue or issues in the
case.” Sunchase IV Homeowners Ass’n, Inc. v. Atkinson, 643 S.W.3d 420, 424 (Tex.
2022) (quoting Rohrmoos, 578 S.W.3d at 486); Blockbuster, Inc. v. C–Span Ent.,
276 S.W.3d 482, 491 (Tex. App.—Dallas 2008, pet. granted, judgm’t vacated
w.r.m.) (a prevailing party is “the party who successfully prosecutes the action or
defends against it on the main issue.”). Here, the trial court awarded Landlord its
attorney’s fees “as the prevailing party on [Tenants’] breach of contract claim.”
Landlord, thus, obtained that award as a defendant in the litigation. The specific
question before us, then, is whether Landlord successfully defended against Tenants’
claim Landlord breached the Lease.
Successfully defending on the main action typically means “obtaining a take-
nothing judgment on the main issue or issues in the case.” Bhatia v. Woodlands N.
Houston Heart Ctr., PLLC, 396 S.W.3d 658, 670 (Tex. App.—Houston [14th Dist.]
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2013, pet. denied). “A prevailing party is one who is vindicated by the trial court's
judgment.” Robbins v. Capozzi, 100 S.W.3d 18, 27 (Tex. App.—Tyler 2002, no
pet.). For example, a defendant successfully defends against a claim that it breached
a contract when the jury finds the defendant did not breach the contract or was
excused for its breach. E.g., Rohrmoos, 578 S.W.3d at 486 (counter defendant was
prevailing party because jury found counter plaintiff breached first, and trial court
rendered take nothing judgment on counter plaintiff’s counterclaim); Bankcard
Processing Int’l, L.L.C. v. United Bus. Servs., L.P., No. 01-10-01079-CV, 2012 WL
3776024, at *9 (Tex. App.—Houston [1st Dist.] Aug. 30, 2012, pet. denied) (“UBS
was the prevailing party because it successfully defended this claim and the jury
found that it did not breach the contract.”).
In Rohrmoos, UTSW sued Rohrmoos for breach of a commercial lease. 578
S.W.3d at 476. Rohrmoos asserted a counterclaim for breach of contract against
UTSW. Id. The jury found Rohrmoos and UTSW each breached the lease, but
Rohrmoos breached first. Id. The trial court entered a take nothing judgment against
Rohrmoos on its counterclaim. Id. at 476–77. In the supreme court, UTSW
contended it was the prevailing party as a defendant because it successfully defended
against Rohrmoos’s counterclaim for breach of contract. Id. at 485. More
specifically, UTSW “successfully defended” against the counterclaim by obtaining
a jury finding that Rohrmoos breached first. Id. The Texas Supreme Court agreed
and held UTSW was a prevailing party entitled to attorney’s fees under the lease
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because UTSW “successfully defended against Rohrmoos’s breach of contract
counterclaim, and the trial court rendered a take-nothing judgment in UTSW’s favor
as a counter-defendant.” Id. at 486; see also Atkinson, 643 S.W.3d at 422, 424
(defendant was the prevailing party and entitled to recover attorney’s fees because
defendant obtained a take-nothing judgment on Atlkinson’s substantive claims).
This Court reached a similar result in Desio v. Bosque, No. 05-19-00224-CV,
2019 WL 6974762 (Tex. App.—Dallas Dec. 20, 2019, no pet.) (mem. op.). Mike
Del Bosque (Bosque) leased commercial property owned by Christine Flores Desio
and managed by her son, Frank (the Desios). Id. at *1. One lease was for property
on the first floor (the First-Floor Lease), and three leases were for second-floor suites
(the Second-Floor Leases). Id. After the Desios locked Bosque out of the property,
Bosque sued the Desios and asserted various claims, including breach of contract.
Id. The Desios filed a counterclaim for breach of contract. Id. In their counterclaim,
the Desios alleged Bosque defaulted on the leases by (1) abandoning the second-
floor premises and failing to pay rent and (2) damaging and failing to maintain the
first-floor premises. Id.
Following a bench trial, the trial court found in favor of Bosque on his claims
against the Desios and on the Desios’ counterclaim. Id. at *2. The trial court
specifically concluded Bosque was not in default under the leases, but the Desios
had breached the leases. Id. at *3. Bosque elected to recover on his breach of contract
claim. Id. at *2. The trial court rendered judgment in favor of Bosque on (1) his
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claims against the Desios; (2) the Desios’ claim for breach of contract; (3) the
Desios’ affirmative defense of failure to mitigate damages; and (4) Bosque’s
affirmative defense of prior material breach. Id. The judgment awarded Bosque zero
damages but awarded him attorney’s fees. Id. In conclusions of law, the trial court
concluded Bosque was entitled to recover reasonable and necessary attorneys’ fees
on his breach of contract claim against the Desios and on the Desios’ breach of
contract counterclaim against him. Id. at *3.
On appeal, this Court concluded Bosque was entitled to recover his fees as a
prevailing party on the Desios’ counterclaim (i.e., as a counter defendant), but not
on his contract claim against the Desios (i.e., as a plaintiff). Id. at **6, 7. We first
considered whether Bosque, as a counter defendant, “successfully defended against
[the Desios’] breach of contract counterclaim” Id. at *6. We noted the trial court
found in Bosque’s favor as to the Desios’ counterclaim and, “in doing so, the
findings and judgment altered the legal relationship between the parties . . .” Id.
Applying Rohrmoos, we concluded Bosque as a counter defendant was “a
‘prevailing party’ entitled under these leases to reasonable and necessary attorney’s
fees.” Id. More specifically, Bosque prevailed on the counterclaim by obtaining
favorable findings on the counterclaim (i.e., he was not in default under the lease,
the Desios breached the leases, and the Desios were not entitled to judgment on the
counterclaim). See id. at *6 (“In the findings of fact and in the judgment, the trial
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court found in appellee's favor as a counter-defendant.”). This analysis applies
equally to the facts presented in this case.
B. Application of law to facts
Here, Landlord argued below that it was entitled to recover attorney’s fees
because Landlord prevailed on Tenants’ breach of contract claim. In other words,
Landlord contended it was a prevailing defendant. On appeal, Landlord maintains it
was a prevailing party under the Lease because “it successfully defended the main
issue in the case,” which Landlord defines as “breach of the Lease” (i.e., the breach
of contract claim). According to Landlord, it prevailed on that claim because “the
jury found no damages and vindicated Landlord’s withholding of $1,055 from the
security deposit as reasonable.” Tenants contend Landlord did not prevail on
Tenants’ breach of contract claim because the jury found Landlord breached the
Lease. As a result, Landlord did not successfully defend against Tenants’ breach of
contract claim. We agree with Tenants.
The issue before us is whether Landlord successfully defended against
Tenants’ breach of contract claim and, as a result, was a prevailing defendant on that
claim. The jury found Landlord breached the Lease. Unlike the prevailing party in
Rohrmoos, Landlord did not obtain a jury finding as to whether Landlord or Tenants
breached first. Landlord obtained no finding to excuse its breach and was not
vindicated by the jury findings or judgment. Indeed, the finding that Landlord
breached the Lease contradicts Landlord’s contention it successfully defended
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against the contract claim. See Rohrmoos, 578 S.W.3d at 485 (UTSW “successfully
defended” against the counterclaim by obtaining a jury finding that Rohrmoos
breached first); see also Desio, 2019 WL 6974762 at *6 (Bosque was a prevailing
defendant after obtaining favorable finding he did not breach the leases); Bankcard
Processing Int’l, 2012 WL 3776024, at *9 (“UBS was the prevailing party because
it successfully defended this claim and the jury found that it did not breach the
contract.”).
We conclude the findings and judgment did not materially alter the legal
relationship between the parties, and Landlord obtained no meaningful relief from
them. See KB Homes, 295 S.W.3d at 655–66; see also Desio, 2019 WL 6974762 at
*7. Accordingly, Landlord did not “successfully defend” against Tenants’ claims
and was not a prevailing party under the Lease. Under this record, we hold as a
matter of law that Landlord was not a prevailing party as to Tenants’ breach of
contract claim and was not entitled to an award of attorney’s fees. We sustain
Tenants’ first issue.
III. Standing to assert counterclaims
In their second issue, Tenants assert Landlord lacked standing to assert a
counterclaim for breach of contract against Tenants. They ask this Court to consider
this issue if the counterclaim is relevant to the prevailing party analysis. As discussed
above, the trial court’s award of attorney’s fees to Landlord was not based on
Landlord’s counterclaim. The counterclaim is, therefore, not relevant to the
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prevailing party analysis at issue on appeal. Moreover, our determination of Tenants’
first issue is dispositive of the issues raised on appeal. Accordingly, we do not
address the merits of Tenants’ second issue.
CONCLUSION
Landlord was not a prevailing party on Tenants’ breach of contract claim.
Landlord, therefore, was not entitled to an award of attorney’s fees under the Lease.
Accordingly, we sustain Tenants’ first issue, reverse the trial court’s awards of
$30,264.50 in attorney’s fees to Landlord and conditional appellate fees to Landlord,
modify the judgment to remove the award of attorney’s fees and conditional
appellate fees to Landlord, and affirm the judgment as modified.
/Robbie Partida-Kipness/
ROBBIE PARTIDA-KIPNESS
JUSTICE
200656F.P05
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S
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT
AARON BIGBEE AND AHU On Appeal from the 471st Judicial
SIPAHIOGLU, Appellants District Court, Collin County, Texas
Trial Court Cause No. 471-00299-
No. 05-20-00656-CV V. 2018.
Opinion delivered by Justice Partida-
SAMADIAN FAMILY LIMITED Kipness. Justices Reichek and
PARTNERSHIP, Appellee Goldstein participating.
In accordance with this Court’s opinion of this date, we REVERSE the trial
court’s awards of $30,264.50 in attorney’s fees and conditional appellate fees to
appellee Samadian Family Limited Partnership, and MODIFY the judgment to
remove the awards of attorney’s fees and conditional appellate fees to appellee
Samadian Family Limited Partnership
It is ORDERED that, as modified, the judgment of the trial court is
AFFIRMED.
It is ORDERED that appellants AARON BIGBEE AND AHU
SIPAHIOGLU recover their costs of this appeal from appellee SAMADIAN
FAMILY LIMITED PARTNERSHIP.
Judgment entered this 19th day of September 2022.
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