Ugwa v. Ugwa

• Decision Date: 06 June 2018
• Docket Number: No. 05-16-01116-CV,05-16-01116-CV
• Parties: DEBORAH UGWA, Appellant v. GODSWILL N. UGWA, Appellee
• Court: Texas Court of Appeals

DEBORAH UGWA, Appellant v. GODSWILL N. UGWA, Appellee

No. 05-16-01116-CV

Court of Appeals Fifth District of Texas at Dallas

June 6, 2018

On Appeal from the 255th Judicial District Court Dallas County, Texas

Trial Court Cause No. DF-10-04258

MEMORANDUM OPINION

Before Justices Lang-Miers, Fillmore, and Stoddart

Opinion by Justice Lang-Miers

Deborah Ugwa appeals the trial court's order entered after a non-jury trial on claims and counterclaims relating to an earlier decree awarding the division of Deborah's and Godswill N. Ugwa's marital property as part of their divorce.¹ Deborah contends that the trial court erred by awarding Godswill $80,000 plus prejudgment interest and attorney's fees, that Godswill did not present legally sufficient evidence to support his counterclaims, that the trial court did not have jurisdiction to enter the order, and that Deborah is entitled to a judgment for enforcement of the divorce decree because of Godswill's constructive fraud.² We affirm. We also deny Godswill's motion for damages under rule of appellate procedure 45.

BACKGROUND

This appeal is the culmination of a long-running dispute between the former spouses over a business that they owned together, Destiny's Home Health Care, and that was divided in the divorce decree in October 2012. The divorce decree placed a minimum value on the parties' respective interests in the business and gave Deborah the option of buying Godswill's interest for a specific amount. It also required the parties to sell the business and divide the proceeds if Deborah did not chose to buy Godswill's interest on the terms provided in the decree.³

After the decree was entered, Deborah transferred Destiny's Medicare provider number to herself and her son, operated the business, and did not pay Godswill for his interest in Destiny's or agree to offer it for sale as provided in the decree. She filed a petition for enforcement and claimed that the business was not worth the value placed on it by the court in the decree because Godswill had diverted clients, employees, and equipment of the business. Godswill responded and denied that he had done anything wrong and claimed he wanted Deborah to pay him or sell the business. Godswill also asked the court to appoint a receiver, alleging that she had not paid him and the parties could "not agree on the terms of sale for Destiny's[.]" The court denied that request for a receiver. Godswill then filed his first amended "Response" to Deborah's petition for enforcement and asserted counterclaims for breach of duty of loyalty upon dissolution of partnership, accounting, breach of fiduciary duty, breach of contract, unjust enrichment, and declaratory judgment and alternative counterclaims for redemption, enforcement of owelty lien, and enforcement of division of property.

Ultimately, the court conducted a nonjury trial. In an order signed upon conclusion of the trial, the court held that Deborah had "continued to use the property of the business for her personal gain" and had not paid Godswill for his interest, she had breached her duty of loyalty, her fiduciary duty, and her duty to redeem to Godswill, violated the divorce decree, wrongfully secured a benefit, and breached the partnership agreement. The court ordered that Godswill was entitled to judgment against Deborah for $80,000, plus $11,500 as attorney's fees, prejudgment interest, postjudgment interest, and costs. The court also ordered that, if Deborah did not pay the judgment awarded by September 15, 2016, Destiny's "shall be listed for sale" and "sold at the earliest date possible for the highest offer made[.]" And the court ordered that, if sold, the net proceeds were to be paid to Godswill to satisfy the court's judgment, with any remainder distributed to Deborah. The court later also appointed a receiver to dispose of the business. Deborah appealed the trial court's order.

STANDING OF GODSWILL JR.

Deborah and Godswill N. Ugwa Jr.—Deborah and Godswill's son—filed an appellate brief. We first address Godswill's argument that Godswill Jr. does not have standing to appeal the trial court's order. "Standing is a component of subject-matter jurisdiction" and "appellate standing is typically afforded 'only to parties of record.'" State v. Naylor, 466 S.W.3d 783, 787 (Tex. 2015) (quoting Gunn v. Cavanaugh, 391 S.W.2d 723, 724-25 (Tex. 1965)); see Gore v. Peck, 191 S.W.3d 927, 928 (Tex. App.—Dallas 2006, no pet.) ("Once a final judgment has been entered, only parties of record may exercise the right of appeal."). "Consequently, an appeal filed by an improper party must be dismissed." Naylor, 466 S.W.3d at 787. We review questions of standing de novo. Id.

The record indicates that Godswill Jr. was not a party of record before the trial court. Deborah and Godswill Jr. argue, however, that Godswill Jr. has standing "as a 5% shareholder of the business affected by the order to sell in the August 30, 2016 Judgment, who stands to lose the value of all of his shares, and who filed a timely Notice of Appeal."

Although Deborah and Godswill Jr. argue that Godswill Jr. "filed a timely notice of appeal" and that this filing grants this Court jurisdiction to address his issues on appeal, they do not cite where in the record the notice of appeal that he contends he filed challenging the order of the trial court is located. And the only notice of appeal in the record was filed solely by Deborah.⁴ Without regard to his claimed standing, and because Godswill Jr. did not file a notice of appeal, we conclude that this Court lacks jurisdiction over his appeal. See TEX. R. APP. P. 25.1(c) ("A party who seeks to alter the trial court's judgment or other appealable order must file a notice of appeal."); Sluder v. Ogden, No. 03-10-00280-CV, 2011 WL 116058, at *2 (Tex. App.—Austin Jan. 13, 2011, pet. denied) (mem. op.) (stating that, when party does not file a notice of appeal, the court lacks jurisdiction over his appeal). As a result, only Deborah's appeal is before us.

GODSWILL'S COUNTERCLAIMS

In her second issue, Deborah argues that the evidence supporting Godswill's counterclaims was not legally sufficient, that Godswill did not satisfy his burden of proof on any of his counterclaims or the amount of damages arising from any of his counterclaims, and that he is "not entitled to the award of $80,000 plus prejudgment interest[.]" Godswill argues that "ample" and legally sufficient evidence supports each of his counterclaims and the judgment.

First, we note that the trial judge did not enter findings of fact and conclusions of law.⁵ As a result, we imply that the trial court made all necessary findings to support its judgment, and we may uphold the judgment on any legal theory supported by the pleadings and evidence. See Holt Atherton Indus., Inc. v. Heine, 835 S.W.2d 80, 83 (Tex. 1992) (in a nonjury trial where no findings of fact or conclusions of law were filed or requested, it is implied that the trial court made all necessary findings to support the judgment); Weisfield v. Tex. Land Fin. Co., 162 S.W.3d 379, 381 (Tex. App.—Dallas 2005, no pet.) (where trial court did not file findings of fact and conclusions of law, we imply all the necessary findings to support the trial court's judgment and may uphold the judgment on any legal theory supported by the pleadings and evidence).

Second, a party who challenges the legal sufficiency of the evidence to support an adverse finding on which she did not have the burden of proof at trial must demonstrate that there is no evidence to support the adverse finding. Fulgham v. Fischer, 349 S.W.3d 153, 157 (Tex. App.—Dallas 2011, no pet.). When reviewing a "no evidence" point, we determine "whether the evidence at trial would enable reasonable and fair-minded people to reach the verdict under review." City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005). We credit favorable evidence if reasonable jurors could and disregard contrary evidence unless reasonable jurors could not. Id. at 827. We will uphold the finding if more than a scintilla of competent evidence supports it. Haggar Clothing Co. v. Hernandez, 164 S.W.3d 386, 388 (Tex. 2005) (per curiam); see Citibank (S.D.), N.A. v. Tran, No. 05-11-01423-CV, 2013 WL 3205878, at *2 (Tex. App.—Dallas June 21, 2013, pet. denied) (mem. op.). We may affirm the judgment if we conclude that there is legally sufficient evidence to support any of the claims the court found in favor of Godswill. See Weisfield, 162 S.W.3d at 381.

Godswill alleged several counterclaims against Deborah. The court found against her on many of those claims and generally awarded damages to Godswill. As a result, we only need to determine whether one of the claims that was the basis of the court's award supports the order. See Weisfield, 162 S.W.3d at 381. One of Godswill's claims was for breach of contract. The elements of a breach of contract claim are (1) the existence of a valid contract between the plaintiff and the defendant, (2) performance or tendered performance by the plaintiff, (3) breach of the contract by the defendant, and (4) damages sustained by the plaintiff as a result of the breach. Sharifi v. Steen Auto., LLC, 370 S.W.3d 128, 140 (Tex. App.—Dallas 2012, no pet.). Deborah contests two of these elements on appeal. She first states "Godswill Ugwa has failed to prove was [sic] performance he tendered after the divorce decree was signed[.]" However, she states no other argument and includes no citations to authority or to the record to establish her position and she has presented nothing for us to review by this statement. TEX. R. APP. P. 38.1(i) (requiring the brief to contain a clear and concise argument for the contentions made with appropriate citations to authorities and to the record).

Deborah also argues that Godswill has not "established what damages he suffered." At trial, however, the evidence showed that the decree valued Destiny's at $200,000 and awarded forty percent to Godswill, which Deborah could...