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In re Estate of Poe

Court of Appeals of Texas, Eighth District, El Paso

August 28, 2019

IN THE MATTER OF THE ESTATE OF RICHARD C. POE, DECEASED

          Appeal from Probate Court No. 1 of El Paso County, Texas (TC # 2015-CPR00818)

          Before McClure, C.J., Rodriguez, and Palafox, JJ.

          OPINION

          ANN CRAWFORD McCLURE, CHIEF JUSTICE

         The genesis of this case is a father who had second thoughts about entrusting his son with control of a substantial commercial enterprise. Near death's door, the father issued, and then bought for himself, enough stock in the managing company to place control of the enterprise into his estate whose executors were the father's trusted confidants. Following the father's death, the aggrieved son filed this action, which based on jury findings, set aside the new stock issuance and returned control of the enterprise to the son. During a second phase of the trial, the son sued the confidants individually over a claimed conspiracy and for damages to the enterprise. That phase of the trial resulted in a directed verdict in favor of the confidants, an order to reimburse the father's estate for what was paid for the stock, and an award of attorney's fees well below that requested by the son.

         Not satisfied with the result, both sides have appealed and raise a myriad of issues in this double appeal. We affirm in part, and reverse in part the judgment below.

         I. FACTUAL BACKGROUND

         The parties to this appeal are as follows. The defendants below, and Appellants here, include: (1) the Co-Executors of the Estate of Richard C. Poe, (Anthony Bock and Karen Castro); (2) The trustees of the Dick Poe Estate Trust, (Paul Sergent, Jr., Anthony Bock and Karen Castro); (3) the officers of Poe Management, Inc. (Paul Sergent, Jr., Anthony E. Bock, and Karen Castro). We collectively refer to these parties as Appellants. Paul Sergent, Jr., Anthony Bock, and Karen Castro were also sued as individuals. We collectively refer to them in that capacity as the "individual defendants." The plaintiff below, and Appellee/Cross-Appellant here is Richard C. Poe II. The suit arises from the following facts which we glean from the trial testimony and exhibits.

         A. The Dick Poe Commercial Empire

         Richard C. Poe, who commonly appeared in commercials as "Dick Poe," operated three car dealerships relevant here: (1) Dick Poe Toyota, (2) Dick Poe Chrysler, and (3) Dick Poe Dodge. We will refer to him in this opinion as Dick Poe, or more simply, Dick. At the time of his death, Dick was divorced. He had two sons, Troy Poe and Richard C. Poe II (who we refer to as Richard). Troy was born with cerebral palsy and is totally disabled. Richard, however, had grown up working in the dealerships, obtained a college degree in automotive management, and by 2015 was running a successful Honda dealership of his own. The other important players here are Paul Sergent, Jr., Dick's long-time lawyer, Anthony Bock, Dick's long-time accountant, and Karen Castro, a long-time comptroller for the three dealerships. We refer to them by their last names: Sergent, Bock, and Castro.

         Dick Poe's several dealerships were held in three limited partnerships: (1) Dick Poe Imports, LP, (Toyota); (2) Dick Poe Motors I, LP, (Chrysler); and (3) Dick Poe Dodge I, LP. (Dodge). Real estate holdings and other investments were held in two other limited partnerships: Dick Poe Family Limited Partnership and Poe Investments, Ltd. The general partner, and thus the entity that controlled all five limited partnerships, is a closely held corporation, Poe Management, Inc. (or PMI as we will refer to it).[1] As the general partner, PMI held a small ownership interest (1% to 5%) in each of the five limited partnerships it managed. But importantly here, as the general partner, it controlled all five of those limited partnerships.

         The ownership of the five limited partnerships varied. Dick owned indirectly through two corporations 95% of Dick Poe Motors, L.P. (the Chrysler dealership) and Dick Poe Dodge, L.P. The third dealership, Dick Poe Imports, L.P. (the Toyota dealership), was owned 95% by the Dick Poe Family Limited Partnership. In turn, that entity was owned in equal shares by the Troy S. Poe Trust, and Richard. The land and improvements for the Toyota dealership was owned by the other limited partnership, Poe Investments, which in turn was owned 80% by Richard, and 19% by Dick. Graphically depicted, the corporate structure and ownership by 2015 was as follows, with the corporations in the shaded squares and the ownership interest outlined in the clear squares:

         (Image Omitted)

         PMI was formed in August of 2007. While the articles of incorporation allowed for 10, 000 shares, only 1, 000 shares were originally issued, and all were owned by Richard. None of the stock held preemptive rights and there was no shareholder's agreement. At the outset, Dick held an irrevocable proxy to vote Richard's shares until either Dick's death or December 31, 2017. In this way, ownership of PMI was held by Richard, but as the only director with a proxy for all voting shares, Dick controlled PMI and through it, the five limited partnerships that held the three dealerships.[2] The proxy, however, was jointly revoked on October 31, 2011, because Gulf States Toyota, the Toyota distributor, required it. Instead, for 2012 and each year thereafter Richard executed in August a "written consent" that would elect Dick as the sole director of PMI for the coming year or "until such other time as his successors are duly elected and qualified." Under this arrangement, on a yearly basis, Richard gave Dick control over PMI and the five limited partnerships for which it was the general partner. But as the only shareholder, Richard could have called a special shareholder's meeting and replaced Dick. Sergent had in fact advised Dick that Richard had the power to remove him as the sole director.

         Aside from being the sole director, Dick was appointed the president of PMI. Richard held the vice president slot, and Sergeant was the corporation's secretary. But under PMI's bylaws, "[t]he business affairs of the corporation shall be managed by its Board of Directors" and Dick was the sole director. Richard testified the intent of this arrangement was that Dick would run the "family businesses" so long as he wanted to, and that upon Dick's death or retirement, control would pass to Richard. The arrangement also fit into an estate planning strategy where Dick could gift his ownership interest in the family businesses to his sons but remain active in the dealerships that he built. For instance, Dick had effectively transferred ownership of Dick Poe Toyota to his sons around 2010, yet he retained control through PMI.[3]

         B. Dick's Wills

         Dick executed a series of wills that reflected a changing view of his estate plan. According to a November 3, 2009 will, after some specific bequests to family and friends, three-fourths of the estate would have gone to Richard, and one-fourth to a trust set up for Troy (the Troy S. Poe Trust). Richard and Bock were also co-executors under the 2009 will. Dick's will of October 12, 2012, provided for a similar distribution and administration.

         But in 2013, Dick's plan changed. That summer Dick discussed with his lawyer Sergent, and his accountant, Bock, the formation of a charitable foundation as a vehicle to donate some or all of his estate to charity. According to Bock, Dick also expressed a concern for Troy who had already outlived his life expectancy. Troy was primarily being cared for Angel Reyes, whom the trust had hired as a full-time care-taker. Dick purportedly feared that Richard would put Troy into an institution and discharge Angel after Dick's death. To that end, Dick executed a new will on October 24, 2013. After some specific bequests to other family and friends, [4] he gave all the residue of his estate to a newly formed "Dick Poe Estate Trust" for the benefit of Richard, Troy, and the newly created Poe Foundation. He named five persons as co-trustees of the estate trust: Richard, Bock, Sergent, Castro, and Gerald Miller (the general manager for one of the dealerships). The trustees had discretion on how they would divide the estate residue between the beneficiaries. The will appointed Richard, Bock, and Castro as co-executors.

         The plan changed one more time. According to both Bock and Sergent, they met with Dick on September 10, 2014, at which time Dick asked that Richard and Gerald Miller be removed as trustees of the estate trust. The change was documented in Dick's September 22, 2014 will that appointed only Bock and Castro as executors, and a new estate trust agreement that named Bock, Castro, and Sergent as trustees.[5] Dick did not share the terms of this new will with Richard, who did not see it until after Dick's death.

         Also, purportedly at this same meeting, Dick asked how he could regain control of his companies. Sergent told him the quickest and most efficient way was to buy stock in PMI. Sergent also contends the issue came up on November 3, 2014, when he again conferred with Dick on share issuance in PMI. Sergent claims that Dick said he was looking for a way to "stop Richard."

         Sergent further claimed that three days after Dick signed the September 22, 2014 will, Dick called and wanted to discuss taking Richard out of the estate plan altogether. Sergent drafted a will to that effect, but Dick never signed it. According to Sergent, Dick came to his office to execute that will, but he appeared troubled. Sergent asked that he go home and think the matter over. Dick never mentioned the subject again.

         C. Improvement to the Toyota Dealership

         In 2014 and 2015, the Toyota dealership underwent a major face lift. Dick lent just over $15 million dollars to PMI to tear down and reconstruct the facility. The dealership's then general manager, John Attel, was designated as the owner's representative during construction. And while by his own admission Richard had not been actively involved in PMI or the three car dealerships for the last ten years of his father's life, he was involved in the renovation. But some friction arose between Richard and Dick over design issues. For instance, Richard wanted to incorporate a clean energy image by including wind turbines and solar panels to generate electricity. Dick opposed the idea. Father and son also clashed over an on-site restaurant. Richard agreed that his father was more old school, while Richard "did things a little differently" but they both "got to the finish line."

         D. Richard and Dick negotiate the sale of the Chrysler and Dodge Dealerships

         As our above graphic shows, while Dick had effectively gifted the Toyota dealership in equal parts to Troy's trust and Richard, he kept the majority ownership of the Chrysler and Dodge dealerships to himself. By the end of 2014, Dick and Richard discussed how Richard could acquire the ownership of those two dealerships.

         According to Sergent, Richard initially proposed that he would buy the dealerships with Dick financing the purchase. Richard would make payments on the note until Dick's passing, at which time the note would either be bequeathed to Richard, or simply cancelled. Dick was willing to sell the dealerships to Richard, however, he insisted that it had to be a cash deal. But according to Richard, Dick wanted the price of the dealerships to be as close as possible to zero, so long as the price was supportable by appraisals to avoid adverse tax consequences. Father and son then began negotiating the deal. As Dick's longstanding attorney, Sergent said he could not represent both sides on this transaction, and recommended that Richard obtain own counsel, which he did.

         When the appraisers first finished with their work, Richard disagreed with the values. The Chrysler dealership appraised for $14 million and the Dodge dealership for some $10 million. Richard argued that the Chrysler dealership needed to be completely torn down and rebuilt. One of Richard's text messages forwarded to Dick described the Chrysler dealership as dangerous, with one section looking like an "atomic waste dump." These suggestions offended Dick.

         Nonetheless, on March 19, 2015, Richard and Dick signed a letter of intent for the purchase. The letter outlined some terms of the proposed sale, tentatively valuing the real estate at $2.45 million, and the goodwill (or "blue sky") of the Chrysler dealership at $2 million and the Dodge dealership at $3 million. Each of these values, however, were subject to substantiation by an as yet to be performed valid appraisal. The formula for valuing for other assets were either agreed to or left "to be determined."

         But the day before the letter of intent was signed, Sergent claims that Dick spoke to him about buying stock in PMI. They along with Bock discussed how much it would cost to assume control of PMI, and Dick was told that based on book value, the new shares would cost around two to three million dollars.

         By April 10, 2015, the parties had exchanged drafts of an asset purchase agreement for the Dodge and Chrysler dealerships. The drafts reflected negotiation over specific issues like which contracts would be assumed, the value of used car inventory, the value of parts inventory, and how current employees would be dealt with. As of April 13, 2015, several of these issues had still not been resolved.

         Also brewing during this time-period was a precipitous downturn in Dick's health. By April 17, 2015, Dick was informed that his medical condition was terminal, and that he should consider obtaining hospice care. On May 1, 2015, Dick was in the hospital. The general manager for the Toyota dealership, John Attel, visited Dick that day. According to Attel, he discussed several on-going problems with the dealership renovations that Attel attributed to Richard. At the end of conversation, Dick instructed Attel to inform Richard that he had no authority over the project.

         Moreover, on May 1, 2015, Dick asked Sergent to meet him at the hospital. According to Sergent, Dick gave him several directives. First, Dick instructed Sergent to notify everyone that the Chrysler and Dodge asset purchase deal was off. That same day, Sergent sent a communication to Richard's lawyer terminating the dealership sale negotiations.[6] Second, Dick instructed Sergent to inform Richard that he was not to oversee construction of improvements at Toyota dealership.[7]Third, he asked to have a guardianship set up for Troy. Fourth, and most relevant to this lawsuit, Dick instructed Sergent to move forward with the stock issuance for PMI.

         D. Dick Takes over Permanent Control of PMI

         Following his meeting with Dick on May 1st, Sergent prepared a unanimous consent of the board of directors in lieu of a special meeting, effective May 1, 2015, that documented Dick's purchase of 1100 shares of PMI stock. Based on PMI's book value of $2, 917, 460, the purchase totaled $3, 209, 205. Bock had made the stock price calculation from book value in such a way as to not monetarily devalue Richard's 1000 shares. The new shares, however, gave Dick 52% of the voting shares. Castro prepared the check from Dick to PMI for $3, 209, 205 and took it to the hospital for Dick to sign on May 6, 2015.

         Dick passed away on May 16, 2015. Richard did not learn of the stock issuance until after Dick's passing. Bock, who had provided accounting services to both Dick and Richard, had asked Dick if he could inform Richard of the matter, and Dick said he would think about it. He later supposedly told Bock that he "would prefer you not." The parties agree that the transaction had the effect of taking control away from Richard for PMI and all five of the family businesses for which it was the general partner. The parties hotly contested Dick's motivation for wresting control of PMI away from Richard.

         According to some trial testimony, Dick had asked some in his circle of friends if Richard had or was using drugs (though no evidence of actual drug use was ever admitted at trial, and each of the witnesses asked about the matter denied that they had knowledge of any drug use; Richard emphatically denied ever using drugs).

         Appellants also suggested that Dick may have been concerned that Richard had lost a substantial sum of money on a venture to develop a new brand of Tequila, and lesser sums on other business ventures. Richard responded by documenting his success in his own Honda dealership. He took over that dealership at age 26. At that time, the dealership has been open for 59 months and had lost money every single month. It was behind on its obligations, had been placed on C.O.D. status by its suppliers, and Dick planned to close it. In the first month of Richard's management, however, he turned a small profit and has done so every month since, paying off the note to purchase the dealership seven years early. And while acknowledging losses in some of his investments, Richard documented that he has made more money than he has ever lost, a fact which even an opposing expert agreed to at trial.

         Other testimony showed that Dick's primary concern was with Troy's future care. In the last few years of his life, Dick lived with Angel Reyes and Troy. Dick was very fond of Angel, and attributed Troy's long life to Angel's care. Dick may have perceived some animosity between Richard and Angel. Bock claims that Dick told him on May 1, 2015, that "I need to make sure Troy is taken care of. I don't know why Richard hates Angel so much, but I need to make sure Troy is taken care of and this [the stock issuance] is supposed to do it."[8]

         For his part, Richard denied that he had any animus towards Angel, and emphasized that Angel has an employment contract with Troy S. Poe Trust guaranteeing his employment until 2030. Under the terms of the trust, Richard could not unilaterally cancel that contract because both trustees would have to agree. Richard also attacked the credibility of Sergent, Bock, and Castro, emphasizing that many of the statements they attributed to Dick were made in private conversations with no corroborating witness. He argued that Dick was manipulated into causing the share issuance, so outsiders could take control of the Poe family businesses contrary to Dick's longstanding estate plan.

         D. Gulf States Toyota Balks at the New Share Issuance

         Dick Poe Toyota was party to a dealership agreement with Gulf States Toyota (defined as the Distributer in the agreement, and who we refer to as "GST"). That agreement states in relevant part:

This agreement is a personal service Agreement and has been entered into by DISTRIBUTOR in reliance upon and in consideration of DEALER'S representation that only the following named persons are the Owners of DEALER, that such persons will serve in the capacities indicated, and that such persons are committed to achieving the purposes, goals and commitments of this Agreement.

         The agreement then identifies the owners as: PMI (general partner with 5% ownership), Dick Poe Family Limited Partnership (limited partner with 95% ownership) and Richard as the "Dealer Principal."

Another section titled "Change in Management or Ownership" provides:
This is a personal service contract. DISTRIBUTOR has entered into this Agreement because DEALER has represented to DISTRIBUTOR that the Owners and the General Manager of DEALER identified herein possess the personal qualifications, skill and commitment necessary to ensure that DEALER will promote, sell and service Toyota Products in the most effective manner, enhance the Toyota image and increase market acceptance of Toyota Products. Because DISTRIBUTOR has entered into this agreement in reliance upon these representations and DEALER's assurances of the active involvement of such persons in DEALER operations, any change in ownership, no matter what the share or relationship between parties, or any changes in General Manager from the person specified herein, requires the prior written consent of DISTRIBUTOR, which DISTRIBUTOR shall not unreasonably withhold.

         The issue was important enough to GST that it sent out a yearly letter to Dick reminding him that the dealership agreement required the prior written approval of GST for "[a]ny transfer of a direct or indirect interest in the Toyota Dealership among existing approved owners[.]"

         On May 12, 2015, after Dick had already purchased the controlling interest in PMI, Sergent wrote to Laura Ryan, a Vice President of GST, requesting its consent for Dick's 52% interest in PMI. Sergent stated: "While this would not appear to constitute a change in ownership as contemplated by the Toyota Dealer Agreement since this would not change the financial and operational risk to GST and/or TMS, out of an abundance of caution, Mr. Poe is requesting your consent. There will be no change in the director or officers of Poe Management, Inc." The transaction was described as an injection of capital into PMI and the verb tenses in the letter suggested the stock purchase had not yet taken place. Sergent's letter was carbon copied to Dick, John Attel, Anthony Bock, but not Richard.

         One May 14, 2015, Laura Ryan replied to Sergent by writing: "Please be advised that requests of this nature cannot be considered without the written consent of Richard C. Poe, II as the authorized representative of the Dealer having the contractual relationship with GST, ..... Sergent responded to Ryan the same day, arguing there was no change in ownership as contemplated by the agreement, and he requested to discuss the matter further with GST. GST's Chief Legal Counsel then responded on May 26, 2015, acknowledging news of Dick's recent passing, and stating "we remain unable to approve the requested ownership change without the written consent of Richard C. Poe, II."

         E. The Fight for Control, Round One

         Three days after his death, Bock and Castro as the named executors filed an application to probate Dick's September 22, 2014 will. On June 9, 2015, the El Paso County Probate Court Number One entered an order admitting that will to probate and authorizing letters testamentary for both Bock and Castro. On the same day, Richard, individually, and on behalf of PMI, sued Bock and Castro as executors of Dick's estate. The suit alleged in part that Dick violated his fiduciary duty of loyalty by engaging in a self-interested transaction without first obtaining independent approval. The suit sought rescission of the share issuance. The suit also sought an injunction preventing the estate from exercising control over PMI through the disputed share issuance. Following an evidentiary hearing on July 28th and 29th, the probate court denied an application for temporary injunctive relief.

         Under Dick's 2014 will, Castro and Bock as co-executors were given absolute discretion to vote Dick's stock. On August 3, 2015, by written consent of a majority of stockholders, they elected Bock as President and Castro as Vice-President of PMI. Sergent was elected Secretary. Richard was not invited to this meeting and was ousted from his role as Vice-President.

         F. GST is Drawn into the Fight

         By September 2015, John Attel was still the general manager for Dick Poe Toyota, but he had failed GST's program for general managers and on September 1, 2015, GST notified Richard (the named Dealer Principal) that Attel needed to be replaced. Richard nominated Gerald Miller to fill the role as general manager, but Bock and Castro attempted to block that move. Bock wrote to GST stating that as of August 3, 2015, he was president of PMI and Richard's nomination of Gerald Miller as general manager was without effect.

         GST saw the issue differently. It demanded by correspondence that Bock "immediately cease and desist from exerting any influence, direction, or control over Richard's ability to serve as the Dealer Principal" It attached to the correspondence an acknowledgment that Bock had executed years earlier where he stated he was not qualified to be approved as the final decision maker for the dealership. GST also served a letter on Richard dated September 30, 2015, noticing its intent to terminate the Toyota franchise.

         Termination of dealership franchise agreements triggers the involvement of the Texas Department of Motor Vehicles. Tex.Occ.Code Ann. § 2301.453(e)(f)(g)(right of dealer to protest termination and entitlement to a hearing before the board). The Board is given "exclusive original jurisdiction to regulate those aspects of the distribution, sale, or lease of motor vehicles that are governed by this chapter." Id. at § 2301.151. On behalf of the Toyota dealership both Richard and Bock filed separate notices of protest, invoking an administrative proceeding before the State Office of Administrative Hearings (SOAH). The franchise termination thus proceeded through the administrative hearing process on a parallel track to this litigation.

         G. Richard is Placed Back in Charge of the Toyota Dealership

         Following a hearing before the probate court, it entered an injunction on November 24, 2015, that placed Richard in possession and control of most functions for the Toyota dealership. Richard immediately hired Gerald Miller as the general manager. The court's order kept Castro and Bock in control of PMI.

         Later during the litigation, Richard, GST, and the affected parties reached an agreement whereby Richard bought out the respective interests of PMI, the Dick Poe Family Limited Partnership, and Poe Investments, Ltd. related to the Toyota dealership. The transaction was structured in such a way to meet GST's condition that Castro, Bock, Attel, and Sergeant would not be involved in the dealership. Based on those discussions, GST abated its efforts to terminate the dealership franchise agreement, and the deal was finalized during the pendency of this litigation. But this agreement did not resolve the lawsuit: PMI, still under the control of Bock and Castro, continued to run the Dodge and Chrysler dealerships.

         II. PROCEDURAL BACKGROUND

         Following discovery and the denial of several cross-motions for partial summary judgment, the case proceeded to a jury trial on Richard's eighth amended petition. That petition asserts that Richard is entitled to sue individually, and derivatively on behalf of PMI. Relevant to this appeal, the petition asserts these claims:

1. Declaratory relief to set aside the stock issuance as a self-dealing transaction that is not exempted by Tex.Bus.Org.Code Ann. § 21.418;
2. That Dick breached his fiduciary duty to Richard; a duty established by a 'confidential relationship' that existed between the two;
3. That Dick breached his fiduciary duties to PMI;
4. That Sergent, Bock, and Castro breach their fiduciary duties as officers of PMI;
5. That Sergent, Bock, Castro conspired along with Dick to breach Dick's fiduciary duties Richard and PMI;
6. Declaratory relief seeking to establish that Dick lacked the mental capacity to agree to the share issuance;

         From these claims, Richard sought to set aside the stock issuance. For several of the claims, he also asked for compensatory, consequential, and punitive damages. Richard also sought his attorney's fees under Tex.Civ.Prac.&Rem.Code Ann. § 37.009 (allowing the award of attorney's fees in declaratory judgment actions). Bock, Castro, and Sergent in their representative capacities sought their own declaratory relief including that Dick did not violate any formal or informal fiduciary duty, the stock issuance complied with Section 21.418, and the stock issuance did not violate the Toyota dealer agreement. They too sought their attorney's fees.

         The probate court bifurcated the trial into two phases. The phase-one-trial would resolve whether the share issuance was valid or invalid, which would involve three issues: (a) Dick's mental capacity; (b) whether Dick breached a fiduciary duty; and (c) whether the share issuance was valid under Section 21.418 of the Business Organizations Code. If needed, the phase-two-trial would address the conspiracy, any damages to the corporation, and the individual liability claims.

         A. Phase-One-Trial: The Share Issuance Questions

         In the multi-week phase-one-trial, the jury returned a verdict that made two essential findings. First, the jury found in answer to Question One that a "relationship of trust and confidence" existed between Dick and Richard, thereby imposing a fiduciary duty on Dick. Related to that claim, the jury failed to find in Question Two that the relationship terminated before May 1, 2015. In Question Three, the jury failed to find that Dick satisfied his fiduciary duties to Richard.

         The second essential finding involved the "fairness" of the stock issuance. Under Section 21.418 of the Business Organization Code, an otherwise valid self-dealing transaction by a director is not void or voidable if it is deemed fair to the corporation, or is it ratified by a majority of disinterested directors, or a majority of the shareholders. Tex.Bus.Orgs.Code Ann. § 21.418(b)(1) and (2). In Question Four, the jury failed to find that the transaction met any of those conditions.

         Prior to submission of the questions to the jury, the trial court had granted a directed verdict against Richard's claim that Dick lacked the competence to engage in the share issuance transaction.

         B. Phase-Two-Trial: Conspiracy and Mismanagement

         During the phase-two-trial, Richard limited his suit to claims against Sergent, Bock, and Castro individually, and disclaimed seeking any recovery from Dick's estate. At the conclusion of Richard's case, the individual defendants moved for a directed verdict on several grounds that we explain in more detail below. The probate court granted the instructed verdict and discharged the jury.

         C. The Trial Court's Judgment

         Based on the jury findings in the phase-one-trial, and the probate court's several other rulings, it issued a final judgment that declared the share issuance invalid and unenforceable. The judgment also provides, however, that PMI must return to Dick's estate the $3, 209, 205 consideration paid for that stock. Next, the court entered a take nothing judgment in favor of Sergent, Bock, and Castro on the individual liability claims asserted against them. Finally, Richard was awarded $232, 455.62 in attorney's fees, which was far less than the $1, 186, 000 that he had sought in a post-trial filing.[9] Both sides filed notices of appeal. We start with Bock, Castro, and Sergent's issues in their representative capacities.

         III. APPELLANTS' ISSUES

         The trial court's judgment invalidating the 2015 PMI stock issuance is based on two grounds: (1) the jury's failure to find in Question Four any of the "safe harbors" for an interested director transaction under Section 21.418 of the Business Organizations Code; and (2) the jury's finding in Question One and Three that Dick owed and then breached a "confidential relationship" to his son Richard. Appellants raise a series of challenges to each of those grounds, and several broader challenges to the trial court's admission of evidence. We begin with the issues germane to Question Four and the Section 21.418 safe harbors.

         A. Section 21.418 Safe ...


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