Anthony Leo Sheridan and CCS Asset Management, Inc. v. Kelli D. Williams, Michael Richardson, and Scoutview Sports ( 2023 )

NUMBER 13-21-00342-CV
COURT OF APPEALS
THIRTEENTH DISTRICT OF TEXAS
CORPUS CHRISTI – EDINBURG
ANTHONY LEO SHERIDAN
AND CCS ASSET MANAGEMENT, INC., Appellants,
v.
KELLI D. WILLIAMS,
MICHAEL RICHARDSON,
AND SCOUTVIEW SPORTS, Appellees.
On appeal from the 26th District Court
of Williamson County, Texas.
MEMORANDUM OPINION
Before Justices Benavides, Longoria, and Tijerina
Memorandum Opinion by Justice Benavides
This case stems from a dispute over a real estate transaction and involves claims
for breach of contract, statutory fraud, and an alter ego theory of liability. After granting
appellees, Kelli D. Williams, Michael Richardson, and ScoutsView Sports’s (ScoutsView)
motion for partial summary judgment, the trial court signed an order awarding damages.
By four issues that we have reordered, appellants Anthony Leo Sheridan and CCS Asset
Management, Inc. (CCS) claim: (1) the underlying order is not a final and appealable
order; (2) a genuine issue of material fact precluded summary judgment on the statutory
fraud claim; (3) summary judgment on the breach of contract claim was improper because
an “Advisory Committee” was a necessary party; and (4) Sheridan could not be held
individually liable because alter ego was not adequately shown. We affirm in part and
reverse and remand in part.
I. BACKGROUND1
In 2016, Williams, Richardson, and ScoutsView discussed Williams’s interest in
investing in ScoutsView. At the time, Williams owned a residential property (the Property)
that had been in her family for several decades. Williams, Richardson, and ScoutsView
agreed to leverage the Property as collateral to secure funding for Williams to invest in
ScoutsView.
Around September of that same year, Richardson, on behalf of ScoutsView, and
Williams spoke to Sheridan about brokering a loan to facilitate Williams’s investment in
ScoutsView. According to the pleadings, Sheridan is a broker, and the Vice President of
CCS. A “Corporate Partnership Agreement” was executed between CCS and
ScoutsView. Sheridan signed on behalf of CCS, and Richardson signed on behalf of
ScoutsView. Williams was not a signatory to the contract.
1 This appeal was transferred to this Court from the Third Court of Appeals in Austin by order of
the Texas Supreme Court. See TEX. GOV’T CODE ANN. § 73.001 (granting the supreme court the authority
to transfer cases from one court of appeals to another at any time that there is “good cause” for the transfer).
2
The stated purpose of the Corporate Partnership Agreement was to use the
Property as collateral to secure funding for the parties to invest in ScoutsView. According
to the Corporate Partnership Agreement, Williams would first use the Property as
collateral to net approximately $80,000, which Williams would use to invest in
ScoutsView. The Corporate Partnership Agreement provided that a second note would
be executed, and CCS would invest a minimum of “50% or $47,500” in ScoutsView. It
further set forth that an “Advisory Partnership” would be formed, and that partnership
would have “the full, exclusive and absolute right, power and authority to manage and
control the [p]artnership and the property, assets[,] and business thereof.” The
partnership would also approve work and construction on the Property. Williams was
listed as a member of this partnership, but Sheridan was not. Notably, the Corporate
Partnership Agreement also provided that “CCS . . . SHALL ALLOW [ScoutsView] TO
PURCHASE [the Property] FROM CCS . . . AT ANY TIME.”
It is undisputed that in August of 2017, CCS and Sheridan sold the Property without
notifying Williams, Richardson, or ScoutsView. That same month, Williams, Richardson,
and ScoutsView filed suit against Sheridan and CCS for common law fraud.2 After filing
multiple amended petitions, Williams, Richardson, and ScoutsView finally filed a third
amended petition, and their live pleading in this case, on August 30, 2018, asserting
causes of action against Sheridan and CCS for common law fraud, statutory fraud, and
breach of contract. They also asserted that Sheridan was the alter ego of CCS.
2 A co-defendant, Kensington Peavy, LLC, was added to the case in September of 2017, but was
later severed out in September of 2018. Kensington Peavy, LLC, was allegedly the party to whom CCS and
Sheridan sold the Property. It is not a party to this appeal.
3
On May 29, 2019, Williams, Richardson, and ScoutsView filed a partial motion for
summary judgment seeking judgment as a matter of law solely on their breach of contract
and statutory fraud claims. Attached to the motion were affidavits from Williams and
Richardson, deemed admissions by Sheridan and CCS, the Corporate Partnership
Agreement, and an affidavit from plaintiffs’ counsel concerning the deemed admissions.
Sheridan and CCS filed their summary judgment response on July 17, 2019.
Attached to their response was a deed of trust concerning the Property, a contract
between Williams and CCS, and affidavits by Sheridan and Robert E. Turner, who
claimed to have observed the execution of the Corporate Partnership Agreement.
Williams, Richardson, and ScoutsView objected to CCS and Sheridan’s summary
judgment response on the basis that it included unsworn factual assertions. They also
objected to two paragraphs of Sheridan’s affidavit on the basis that those paragraphs
contained statements that were “self-serving,” “irrelevant,” and “factually incorrect.”
Lastly, Williams, Richardson, and ScoutsView objected to the entire affidavit of Turner on
the basis that it was “irrelevant” and “contains . . . hearsay.”
On November 25, 2019, the trial court sustained the objections to Sheridan and
CCS’s summary judgment evidence in a written order and granted summary judgment on
“all claims asserted” by Williams, Richardson, and ScoutsView. A final order was signed
on June 22, 2021, which determined the appropriate amount of damages. In the order,
the court stated that “[b]y this order, the court disposes of the issues of appropriate
damages and with the court’s November 25, 2019 order, all issues in the case are now
resolved.”
4
CCS and Sheridan filed a motion for new trial that was overruled by operation of
law. This appeal followed.
II. JURISDICTION
As a preliminary matter, Sheridan and CCS argue that we lack jurisdiction over this
appeal because there is no final, appealable order.
A. Standard of Review & Applicable Law
In general, unless a statute provides otherwise, we lack jurisdiction over
interlocutory orders. Tex. A & M Univ. Sys. v. Koseoglu, 233 S.W.3d 835, 840 (Tex. 2007).
There are two different ways a judgment issued without a conventional trial can be final
for purposes of appeal: (1) if the judgment clearly and unequivocally states that it finally
disposes of all claims and parties, even if it does not actually do so; or (2) if the judgment
actually disposes of every pending claim and party. Bella Palma, LLC v. Young, 601
S.W.3d 799, 801 (Tex. 2020) (per curiam).
For a judgment’s language to clearly and unequivocally express finality, there is
no magic language requirement. Id. “If the order contains a ‘clear and unequivocal’ finality
phrase disposing of the entire case, the order is final, and the failure to actually dispose
of all claims and parties renders the order erroneous but not interlocutory.” In re
Guardianship of Jones, 629 S.W.3d 921, 924 (Tex. 2021) (per curiam). An order is not
final merely because it is entitled final or because it uses the word final within. Farm
Bureau Cnty. Mut. Ins. v. Rogers, 455 S.W.3d 161, 163 (Tex. 2015) (per curiam). Rather,
there must be some other clear indication that the trial court intended the order to
completely dispose of the case. Id.5
B. Analysis
Here, because it was interlocutory, the November 25, 2019 order merged into the
final order. See Bonsmara Nat. Beef Co. v. Hart of Tex. Cattle Feeders, LLC, 603 S.W.3d
385, 390 (Tex. 2020). The June 22, 2021 order explains that the November 25, 2019
order “disposed of the merits of this case except for an award of damages.” With the
determination of damages, the court represented that “all issues in the case are now
resolved.” Sheridan suggests that the trial court should have used language like, “This
order disposes of all parties and issues of the case and is appealable.” However, the
supreme court has specifically held that this phrasing, although preferred, is not required.
See In re Guardianship of Jones, 629 S.W.3d at 924. Though the final order does not
state that it disposes of all parties or is appealable, the language in this order contains
clear and unequivocal language reflecting an intent to dispose of the entire case. See
Bella Palma, 601 S.W.3d at 801–02. Thus, we must give that language effect. See id.
Sheridan and CCS also argue that “it is clear from the record” that their
counterclaims for fraud and breach of contract were not disposed of by the final order.
However, when an order’s language clearly and unequivocally expresses finality, a review
of the record to determine finality is not appropriate. In re Elizondo, 544 S.W.3d 824, 827
(Tex. 2018) (orig. proceeding) (per curiam). Therefore, we conclude that the June 22,
2021 order was a final judgment, and we have jurisdiction over this appeal. We overrule
Sheridan and CCS’s first issue.
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III. SUMMARY JUDGMENT
A. Standard of Review
We review de novo a trial court’s decision to grant summary judgment. Lujan v.
Navistar, Inc., 555 S.W.3d 79, 84 (Tex. 2018). “Summary judgment is appropriate only
when there are no disputed issues of material fact and the moving party is entitled to
judgment as a matter of law.” Tex. Com. Bank, N.A. v. Grizzle, 96 S.W.3d 240, 252 (Tex.
2002). “Summary judgments must stand on their own merits, and the non-movant’s failure
to answer or respond cannot supply by default the summary judgment proof necessary
to establish the movant’s right.” City of Houston v. Clear Creek Basin Auth., 589 S.W.2d
671, 678 (Tex. 1979). Only when the movant meets its burden to prove it is entitled to
judgment as a matter of law does the burden then shift to the nonmovant to raise a
genuine issue of material fact that precludes summary judgment. Lujan, 555 S.W.3d at
84.
When reviewing a traditional motion for summary judgment, we accept the
nonmovant’s evidence as true and indulge every reasonable inference and resolve any
doubts in the nonmovant’s favor. Provident Life and Acc. Ins. v. Knott, 128 S.W.3d 211,
215 (Tex. 2003). When the trial court’s order does not specify the grounds for its summary
judgment, “we must affirm the summary judgment if any of the theories presented to the
trial court and preserved for appellate review are meritorious.” Id. at 216.
B. Analysis
1. Statutory Fraud
CCS and Sheridan contend that the summary judgment evidence was insufficient
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to establish as a matter of law the elements of statutory fraud. The elements for a statutory
fraud claim based on a real estate transaction are:
(1) there was a transaction involving real estate;
(2) during the transaction, the defendant made a false representation of
fact, made a false promise, or benefited by not disclosing that a third
party’s representation or promise was false;
(3) the false representation or promise was made for the purpose of
inducing the plaintiff to enter into a contract;
(4) the plaintiff relied on the false representation or promise by entering
into the contract; and
(5) the reliance caused the plaintiff injury.
Fibela v. Wood, 657 S.W.3d 664, 673 (Tex. App.—El Paso 2022, no pet.) (cleaned up);
see TEX. BUS. & COM. CODE TEX ANN. § 27.01(a).
Sheridan and CCS challenge elements (2), (4), and (5). Here, Williams,
Richardson, and ScoutsView sought summary judgment on the grounds that Sheridan
and CCS “promised to abide by the terms of the [Corporate] Partnership Agreement,” but
failed to do so.3 Sheridan and CCS contend that the summary judgment evidence does
3 We note that Williams, Richardson, and ScoutsView’s live pleading was much more detailed than
their motion for summary judgment and corresponding summary judgment evidence. For instance, the live
pleading alleged that Sheridan represented that the Property would not actually change out of Williams’s
name, he misrepresented the importance of the second lien on the Property, he misrepresented the reasons
why the brokered loan resulted in significantly less funding than the partners originally agreed to, and he
also falsely stated that “the lenders” required the Property to be in Sheridan’s name, rather than in
Williams’s, in order to facilitate the loan.
However, none of these alleged misrepresentations were echoed in the motion for summary
judgment. The facts asserted in the live pleading cannot supplant the sole ground for fraud expressly
asserted in the motion for summary judgment, as pleadings are not competent summary judgment
evidence, see Laidlaw Waste Sys. (Dall.) v. City of Wilmer, 904 S.W.2d 656, 660 (Tex. 1995), and summary
judgments must stand or fall on the grounds expressly asserted in the motion for summary judgment. See
McConnell v. Southside Indep. Sch. Dist., 858 S.W.2d 237, 339 (Tex. 1993).
8
not show that any false statement on their part was false at the time it was made. The
supreme court has “repeatedly recognized that a fraud claim can be based on a promise
made with no intention of performing, irrespective of whether the promise is later
subsumed within a contract.” Formosa Plastics Corp. USA v. Presidio Eng’rs and
Contractors, 960 S.W.2d 41, 46 (Tex. 1998). “A promise of future performance constitutes
an actionable misrepresentation if the promise was made with no intention of performing
at the time it was made.” Id. at 48; see T.O. Stanley Boot Co. v. Bank of El Paso, 847
S.W.2d 218, 222 (Tex. 1992); see also TEX. BUS. & COM. CODE ANN. § 27.01(a)(2)(B)
(providing that in a real estate transaction, a “false promise to do an act” may be
fraudulent when it is “made with the intention of not fulfilling it”).
But “[i]ntent is a fact question uniquely within the realm of the trier of fact because
it so depends upon the credibility of the witnesses and the weight to be given to their
testimony.” Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 434 (Tex. 1986). Therefore,
it is exceedingly difficult, though not impossible, to establish that a defendant had
fraudulent intent as a matter of law. See Coleman Cattle Co. v. Carpentier, 10 S.W.3d
430, 434 (Tex. App.—Beaumont 2000, no pet.) (explaining that summary judgment on
the issue of intent is appropriate if, for instance, the defendant admits the fraud); see also
In re Estate of Anderson, Nos. 13-07-112-CV, 13-07-131-CV, 2008 WL 3894653, at *3
(Tex. App.—Corpus Christi–Edinburg Aug. 25, 2008, pet. denied) (mem. op.) (“Issues of
intent and knowledge are not susceptible to being readily controverted and are
inappropriate for summary judgment.”).
Here, the uncontroverted summary judgment evidence establishes that during
9
negotiations, Sheridan expressed an interest in investing in ScoutsView. Sheridan agreed
to secure additional funding and to provide that funding to ScoutsView to realize his
intention of investing in the business. Sheridan was aware of the significance of the
Property to Williams, as it had been in her family for decades, and he was also cognizant
that Williams and Richardson were “adamant” that the Property was to remain in the
control of the partners to the agreement. Sheridan represented that he would have the
ability to control CCS’s possession and disposition of the Property. However,
approximately eight months after signing the Corporate Partnership Agreement, Sheridan
and CCS quickly and furtively sold the Property. ScoutsView never received the full
amount of investment funding that CCS and Sheridan agreed to provide, and CCS and
Sheridan ceased all involvement with ScoutsView after the sale of the Property.
Williams, Richardson, and ScoutsView assert that this issue “may simply be a
matter of one’s perspective of the clear evidence.” However, that is precisely what
precludes summary judgment in their favor on this issue. When reviewing a summary
judgment, the “[e]vidence is viewed in the light most favorable to the non-movant with all
reasonable inferences indulged and any doubts resolved in favor of the non-movant.”
Arlington Indep. Sch. Dist. v. Tex. Atty. Gen., 37 S.W.3d 152, 156 (Tex. App.—Austin
2001, no pet.). Our “perspective” of the evidence, therefore, must favor Sheridan and
CCS. See id.According to the summary judgment evidence, Sheridan and CCS partially
performed on the contract for several months. See Oliver v. Rogers, 976 S.W.2d 792,
804 (Tex. App.—Houston [1st Dist.] 1998, pet. denied) (explaining that situations in which
10
a “promisor had no intention of keeping [a promise] at the time he made the promise are
to be distinguished from situations in which a party has made a promise with an existent
intent to fulfill its terms and who then changes his mind and refuses to perform”).
According to the deemed admissions, Sheridan and CCS “intended for the agreement to
commence on December 16, 2016[,] and terminate on December 16, 2019, unless
terminated by mutual consent of the parties or by operation of [its] provisions,” and they
“intended for Defendant CCS to sell the Property to . . . ScoutsView ‘at any time’ between
December 16, 2016[,] and December 16, 2019.” Sheridan and CCS asserted that they
sold the property only when Williams and Richardson did not comply with certain requests
after the contract was signed.
We agree that, through deemed admissions, Sheridan and CCS admitted to
breaching the contract and behaving in a suspicious manner after the contract was
signed.4 But even so, this does not prove, as a matter of law, that Sheridan and CCS had
no intention of performing at the time the contract was made. See Spoljaric, 708 S.W.2d
at 435 (“Failure to perform, standing alone, is no evidence of the promissor’s intent not to
perform when the promise was made.”); Carpentier, 10 S.W.3d at 434.
Keeping in mind the deferential light in which we view summary judgment
evidence, and based on this standard, the record before us is not sufficient to establish
that Sheridan and CCS never intended to fulfill their contractual obligations as a matter
4
Specifically, Sheridan and CCS admitted that neither Sheridan nor CCS “obtained consent to sell
the Property,” that they did not give “notice to Plaintiff Richardson of Defendant CCS’[s] intention to sell the
Property,” and that Sheridan “wanted to consummate the sale of the Property . . . by closing ‘fast’ to prevent
the other parties to [the Corporate Partnership Agreement] from discovering Defendant Sheridan’s and
Defendant CCS’[s] plan to sell the Property . . . in violation of the terms of” the Corporate Partnership
Agreement.
11
of law. See TEX. BUS. & COM. CODE ANN. § 27.01(a)(2); Arlington Indep. Sch. Dist., 37
S.W.3d at 156.
We sustain this issue and reverse the trial court’s decision to grant summary
judgment as to Williams’s, Richardson’s, and ScoutsView’s statutory fraud claims against
CCS and Sheridan, and we remand for further proceedings.5
2. Breach of Contract
Sheridan and CCS argue the trial court erred by granting Williams, Richardson,
and ScoutsView’s motion for summary judgment on their breach of contract claims. In
liberally construing CCS and Sheridan’s brief, we understand the sole joint issue they
assert concerning the breach of contract claims is that granting summary judgment was
improper because the advisory partnership was a necessary party to the case. However,
CCS and Sheridan cite no authority in support of this issue, and they do not explain why
the failure to include the advisory partnership as a party precluded the trial court from
granting summary judgment on the breach of contract claim. See TEX. R. APP. P. 38.1(i)
(“The brief must contain a clear and concise argument for the contentions made, with
appropriate citations to authorities and to the record.”).
Rule 93(4) of the rules of civil procedure provides a method for defendants to alert
the trial court if a necessary party is not joined. See TEX. R. CIV. P. 93(4) (explaining that
a pleading alleging “[t]hat there is a defect of parties, plaintiff or defendant,” must be
verified by affidavit). CCS and Sheridan did not file any verified pleading asserting that
5 Because we have decided this issue in his favor, we need not address whether an inadequate
showing of alter ego prevented the trial court from holding Sheridan individually liable for statutory fraud.
See TEX. R. APP. P. 47.1 (“The court of appeals must hand down a written opinion that is as brief as
practicable but that addresses every issue raised and necessary to final disposition of the appeal.”).
12
the advisory partnership was a necessary party to this suit, and thus, we conclude this
issue has not been adequately preserved for our review. See Brooks v. Northglen Ass’n,
141 S.W.3d 158, 163 (Tex. 2004) (“We conclude that Northglen ‘had an opportunity to
raise the absence of the nonjoined person and waived it.’”); cf. CHCA E. Hous., L.P. v.
Henderson, 99 S.W.3d 630, 633 (Tex. App.—Houston [14th Dist.] 2003, no pet.)
(“Generally, ‘a defect of parties’ refers to joinder problems involving necessary or
indispensable parties. It too must be raised by verified objection.” (citation omitted)).
We overrule CCS and Sheridan’s third issue. Thus, we affirm the trial court’s order
granting summary judgment on the breach of contract claims as to CCS. However,
Sheridan separately raises an issue concerning his individual liability for the breach of
contract claims that we will address next.
3. Sheridan’s Liability for Breach of Contract
Sheridan argues separately that he cannot be held individually liable for breach of
contract because he was acting in his corporate capacity when he signed the Corporate
Partnership Agreement. Specifically, Sheridan argues that Williams, Richardson, and
ScoutsView did not adequately demonstrate that he was CCS’s alter ego, and thus, they
could not pierce the corporate veil and hold him individually liable for breach of contract.
In their motion for summary judgment, Williams, Richardson, and ScoutsView
acknowledged that Sheridan signed the Corporate Partnership Agreement “on behalf
of . . . CCS.” There is no evidence in the record that indicates Sheridan signed in his
individual capacity, and the motion for summary judgment did not allege that Sheridan
breached any contract other than the Corporate Partnership Agreement. The business
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organizations code describes the means by which a shareholder or a shareholder’s
affiliate of a for-profit corporation can be held individually liable for contractual obligations
or matters relating to or arising from contractual obligations:
(a) A holder of shares, an owner of any beneficial interest in shares, or a
subscriber for shares whose subscription has been accepted, or any affiliate
of such a holder, owner or subscriber of the corporation, may not be held
liable to the corporation or its obligees with respect to:
....
(2) any contractual obligation of the corporation or any matter relating to
or arising from the obligation on the basis that the holder, beneficial
owner, subscriber, or affiliate is or was the alter ego of the
corporation or on the basis of actual or constructive fraud, a sham to
perpetrate a fraud or other similar theory . . . .
....
(b) Subsection (a)(2) does not prevent or limit the liability of a holder, beneficial
owner, subscriber or affiliate if the obligee demonstrates that the holder,
beneficial owner, subscriber, or affiliate caused the corporation to be used
for the purpose of perpetrating and did perpetrate an actual fraud on the
obligee primarily for the direct personal benefit of the holder, beneficial
owner, subscriber, or affiliate.
TEX. BUS. ORGS. CODE ANN. § 21.223(a)(2), (b); see id. § 21.224 (“Section 21.223 is
exclusive and preempts any other liability imposed for that obligation under common law
or otherwise.”); TecLogistics, Inc. v. Dresser-Rand Grp., Inc., 527 S.W.3d 589, 596 (Tex.
App.—Houston [14th Dist.] 2017, no pet.). The Third Court of Appeals has extended the
application of this section to corporate officers. See Henderson v. Buttross, No. 03-17-
00285-CV, 2018 WL 3320984, at *4 (Tex. App.—Austin July 5, 2018, no pet.) (mem. op.).
“It is important to note at the outset that disregard of the ‘legal fiction of corporate
entity’ is ‘an exception to the general rule which forbids disregarding corporate
14
existence.’” Lucas v. Tex. Indus., Inc., 696 S.W.2d 372, 374 (Tex. 1984). “Under Texas
law, a corporation is presumed to be a separate entity from its officers and shareholders.”
Richard Nugent and CAO, Inc. v. Estate of Ellickson, 543 S.W.3d 243, 266 (Tex. App.—
Houston [14th Dist.] 2018, no pet.). “Generally, alter ego will not apply to disregard the
corporate form absent exceptional circumstances.” Id. “Alter ego applies ‘when there is
such unity between corporation and individual that the separateness of the corporation
has ceased and holding only the corporation liable would result in injustice.’” U.S.
KingKing, LLC v. Precision Energy Servs., Inc., 555 S.W.3d 200, 213 (Tex. App.—
Houston [1st Dist.] 2018, no pet.). As proof of alter ego, a court may consider:
(1) the payment of alleged corporate debts with personal checks or other
commingling of funds;
(2) representations that the individual will financially back the corporation;
(3) the diversion of company profits to the individual for his personal use;
(4) inadequate capitalization; and
(5) other failure to keep corporate and personal assets separate.
Penhollow Custom Homes, LLC v. Kim, 320 S.W.3d 366, 372 (Tex. App.—El Paso 2010,
no pet.). Williams, Richardson, and ScoutsView provided no evidence concerning any of
these factors and thus, they did not meet their burden to show that Sheridan was using
CCS as his alter ego when any breach of contract occurred. See TEX. BUS. ORGS. CODE
ANN. § 21.223(a)(2).
Williams, Richardson, and ScoutsView urge that, even if the summary judgment
standard to prove alter ego was not met, the summary judgment standard to hold
Sheridan individually liable for breach of contract was met by the evidence of Sheridan’s
15
fraudulent actions.6 While it is true that the statute at issue here applies when the plaintiff
seeks to hold a defendant individually liable for contractual obligations of a corporation if
the theory of individual liability relates to either alter ego or to “actual or constructive fraud,
a sham to perpetrate a fraud or other similar theory,” proving deceptive means is just one
of the elements necessary to impose individual liability on Sheridan for the contractual
obligations of CCS. See id. § 21.223(a)(2), (b).
In their motion for summary judgment, Williams, Richardson, and ScoutsView did
not claim that Sheridan’s actions were “primarily for [his] direct personal benefit.” See id.
§ 21.223(b). It is not clear from the summary judgment evidence who primarily pocketed
the funds that Sheridan and CCS received from the sale of the Property. And no other
evidence was produced to demonstrate that Sheridan may have directly benefited from
the results of his complained-of conduct. Therefore, we conclude that Williams,
Richardson, and ScoutsView did not establish, as a matter of law, that Sheridan could be
held individually liable for breach of contract. See id.; see also Henderson, 2018 WL
3320984, at *4.
We sustain this issue and reverse and remand the summary judgment on
Williams’s, Richardson’s, and ScoutsView’s breach of contract claims against Sheridan.
IV. CONCLUSION
We affirm the summary judgment on Williams’s, Richardson’s, and ScoutsView’s
6 To the extent that Williams, Richardson, and ScoutsView are arguing that there are other
modalities available to pierce the corporate veil beyond § 21.223 of the business and commerce code, we
note that they did not assert any of these additional grounds in their motion for summary judgment. Thus,
if the trial court did grant summary judgment on grounds not asserted in the motion, we would still be
obligated to reverse and remand. See McConnell, 858 S.W.2d at 339.
16
breach of contract claim against CCS. We reverse and remand summary judgment on
the remaining claims against Sheridan and CCS for further proceedings consistent with
this opinion.
GINA M. BENAVIDES
Justice
Delivered and filed on the
23rd day of March, 2023.
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