Ali Choudri Refiles Against Osama Abdullatif in Harris County District Court

MEMORANDUM OPINION [RELATED/SEVERED PROCEEDINGS]

In this appeal after remand, by four issues, appellant Ali Choudhri argues that the trial court exceeded the scope of its authority on remand and erred in its rulings on requests for attorney’s fees under the Declaratory Judgments Act.

See Tex. Civ. Prac. & Rem. Code § 37.009. We affirm.

I.               Factual and Procedural Background

This appeal concerns the trial court’s final judgment after remand following this court’s opinion in Abdullatif v. Choudhri. 561 S.W.3d 590 (Tex. App.— Houston [14th Dist.] 2018, pet. denied).

This lawsuit was first filed in 2012, later severed into two phases, and after a jury trial, a final judgment was entered in Phase 1 and appealed to this court.

Id. at 600.

The background of the case is explained in detail in our prior opinion.

Id. at 594–601.

However, to place our post-remand analysis in context, we summarize the relevant events that occurred in the trial court on remand.

The present appeal concerns the trial court’s declaratory judgment that Choudhri is not a limited partner in Mokaram Latif West Loop, Ltd. (“ML Partnership”).

In our prior opinion, we reversed the trial court’s judgment to the extent it made four erroneous declarations and remanded the case to the trial court for “rendition of a new judgment containing declarations consistent with [our] opinion.”

Id. at 594.

Because our disposition of the first appeal substantially affected the trial court’s judgment, in our prior opinion we also reversed the trial court’s attorney’s-fees awards.1

We affirmed the remainder of the trial court’s judgment and remanded the entire case to the trial court with instructions to:

(1)  determine what costs and reasonable and necessary attorney’s fees, if any, should be awarded under the Declaratory Judgments Act in light of all the circumstances, including the relief to be granted in the trial court’s judgment on remand; and

(2)   render a judgment, including declarations, in accordance with this court’s opinion.

1 In our first opinion, we also reversed the trial court’s taxation of court costs in Choudhri’s favor. Abdullatif v. Choudhri, 561 S.W.3d 590, 618 (Tex. App.—Houston [14th Dist.] 2018, pet. denied).

Id. at 619.

On remand, the parties disagreed about whether the trial court’s judgment should address whether Choudhri is a limited partner in ML Partnership.

Appellee Osama Abdullatif argued the trial court should declare that Choudhri is not a limited partner.

Choudhri argued this issue had been severed from the present case (Phase 1) and was not before the trial court because it would be tried in a separate case (Phase 2).

The trial court conducted a hearing on the parties’ request for judgment and memorialized its ruling in a partial judgment signed on May 14, 2020.

Based on its Amended Supplemental Order of May 9, 2014, and Choudhri’s pleadings, the trial court concluded that the issue of whether Choudhri was a limited partner in ML Partnership was before the trial court at the time of the Phase 1 jury trial that culminated in a final judgment in 2016.

Choudhri had requested a declaratory judgment that he is a limited partner in ML Partnership.

See Abdullatif, 561 S.W.3d at 599.

The trial court concluded that “if the issue of whether Choudhri was a limited partner was to have been decided by a jury, Choudhri should have requested that issue in the . . . trial.”

In its May 14, 2020, partial judgment, the trial court

(1) ruled that Choudhri should recover $50,000 from Mokaram plus prejudgment interest on a loan;

(2) made five declarations regarding ownership and partnership interests in ML Partnership;

and

(3) made take-nothing judgments on two of Choudhri’s requests for declaratory relief, all of Mokaram’s claims against Choudhri, and Abdullatif’s claims against Choudhri for fraud, negligent misrepresentation, and exemplary damages.

The partial judgment added that all other damages and relief sought as part of Phase 1 were denied, except for the issue of attorney’s fees and costs.

Later, on May 2, 2022, the trial court held a bench trial on the parties’ requests for attorney’s fees under the declaratory-judgments act.

See Tex. Civ. Prac. & Rem. Code § 37.009.

On July 5, 2022, the trial court signed an order memorializing its ruling on attorney’s fees.

In its July 5, 2022, order the trial court found the amount of reasonable and necessary attorney’s fees Abdullatif incurred was $1,868,149.67, and that it would be equitable and just to award Abdullatif one half of this amount in attorney’s fees, or $934,074.84.

On August 4, 2022, the trial court signed a final judgment in accordance with its May 14, 2020, partial judgment and its July 5, 2022, order on attorney’s fees.

Thus, on remand, the trial court’s final judgment contained the following five declarations:

(1) Ali Mokaram’s assignments of interests totaling 49.5% in [ML Partnership] to Ali Choudhri on October 29, 2010, are valid and enforceable;

(2) From and after October 29, 2010, Osama Abdullatif and Ali Choudhri have each owned a 49.5% interest in [ML Partnership], but Ali Choudhri does not have the same rights as Osama Abdullatif;

(3) The interests transferred to Ali Choudhri are strictly limited to Ali Mokaram’s rights to allocations and distributions as provided by the Agreement of Limited Partnership of [ML Partnership], with respect to the transferred interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of [ML Partnership]) to satisfy any debts, obligations or liabilities for damages that Ali Mokaram or Ali Choudhri may have to [ML Partnership;]

(4) Under Sections 10.2 and 10.6 of the Agreement, Ali Mokaram’s October 29, 2020[,] assignments to Ali Choudhri did not give Ali Choudhri the right to become a limited partner in [ML Partnership];

and

(5) Ali Choudhri’s status as a 49.5% owner of [ML Partnership], by itself, does not give him the right to become a limited partner in [ML Partnership].

The final judgment awarded Abdullatif $934,074.84 in attorney’s fees and costs for successfully defending Choudhri’s claims against him under the Declaratory Judgments Act.

CR 1572. See Tex. Civ. Prac. & Rem. Code § 37.009.

It also awarded Abdullatif additional attorney’s fees from Choudhri in the event a motion for new trial or appeal was filed.

The trial court’s judgment also ordered Choudhri to pay Abdullatif $16,278.71 representing one half of all costs related to the appeal.2

II.   Issues and Analysis

We will address Choudhri’s first two issues in tandem because they are related to one another.

By his first issue, Choudhri argues that on remand the trial court could not have disposed of the question left open by this Court’s prior opinion— whether Abdullatif validly consented in 2011 to Choudhri becoming a limited partner in ML Partnership.

Specifically, under issue one, Choudhri argues that on remand the trial court lacked authority to enter a declaratory judgment that he is not a limited partner in ML partnership for three reasons—because this declaration

(1) exceeded the scope of this court’s mandate on remand;

(2) awarded relief this court already denied;

and

(3) violated the law of the case.

By his second issue, Choudhri argues in the alternative that the trial court erred by declaring that Choudhri is not a limited partner in ML Partnership because Abdullatif’s alleged consent agreement signed in 2011 made Choudhri a limited partner.

For the reasons discussed below, we disagree.

2 After the trial court signed its final judgment on August 4, 2022, appellant Ali Choudhri made a timely request for findings of fact and conclusions of law.

See Tex. R. Civ. P. 296.

The appellate record does not contain any notice of past due findings of fact and conclusions of law, nor does it contain any findings of fact or conclusions of law relating to the August 4, 2022, final judgment.

See Tex. R. Civ. P. 297.

A.    Standard of Review for Judgment after Remand

A trial court abuses its discretion when it deviates from the appellate court’s mandate on remand.

Min v. H&S Crane Sales, Inc., 472 S.W.3d 773, 778–79 (Tex. App.—Houston [14th Dist.] 2015, pet. denied).

A mandate is the official notice of the action of the appellate court, directed to the court below, advising the lower court of the appellate court’s action and directing the lower court to have the appellate court’s judgment duly recognized, obeyed, and executed.

Id. at 778.

A trial court has a ministerial duty to observe and carry out an appellate court’s mandate. Id.

When an appellate court reverses a trial court’s judgment and remands the case to the trial court, the trial court is authorized to take all actions that are necessary to give full effect to the appellate court’s judgment and mandate.

Id. (citing Phillips v. Bramlett, 407 S.W.3d 229, 234 (Tex. 2013)).

On remand, the trial court lacks authority to take any action that is inconsistent with or beyond the scope of that which is necessary to give full effect to the appellate court’s judgment and mandate.

Phillips, 407 S.W.3d at 234.

A trial court must do its best to follow the instructions contained in the appellate court’s mandate.

Min, 472 S.W.3d at 778.

In interpreting the mandate of an appellate court, we look not only to the mandate itself, but also to the court’s opinion.

See Harris Cnty. Children’s Protective Servs. v. Olvera, 77 S.W.3d 336, 341 (Tex. App.—Houston [14th Dist.]1998, pet. denied) (citing Hudson v. Wakefield, 711 S.W.2d 628, 630 (Tex. 1986)).

B.    The Final Judgment after Remand is Consistent with our Mandate

On remand, the trial court did not exceed the scope of our mandate by making declarations that Choudhri does not have the rights of a limited partner in ML Partnership.

In our mandate, we remanded this lawsuit to the trial court with instructions for the trial court to render a judgment, including declarations, in accordance with this court’s opinion. In our mandate, we also specified, “that we do not address whether the trial court erred when it ordered, adjudged, declared, and decreed that ‘Abdullatif’s consent to any transfer of interest in [ML Partnership] from Mokaram to Choudhri is valid and enforceable.’”

In our opinion, this court noted that by itself, Choudhri’s ownership of a 49.5% interest in ML Partnership did not give him the right to become a limited partner in ML Partnership.

Abdullatif, 561 S.W.3d at 618 n.22.

We added that, “[t]he jury was not asked to determine whether Choudhri is a limited partner in ML Partnership, and the trial evidence did not conclusively prove that proposition.” Id.

First, a comparison of the above-quoted five affirmative declarations contained in the final judgment after remand with our prior opinion reveals that each declaration is consistent with the holdings in our opinion concerning the nature of Choudhri’s interest in ML Partnership.

See Abdullatif, 561 S.W.3d at 617–19 & n.22.

In content, the first three declarations listed in the trial court’s final judgment on remand match the three declarations expressly affirmed at the end of our opinion.

See id. at 618-19.

The fourth and fifth declarations listed in the trial court’s final judgment on remand clarifying that Choudhri did not receive the right to become a limited partner in ML Partnership are consistent with our prior holdings that construed sections 10.2 and 10.6 of the partnership agreement and the transfer of an interest to Choudhri.

See id. at 617 & 618 n.22.

In the jury trial that occurred before the first appeal, the issue of whether Choudhri is a limited partner was tried.

See Abdullatif, 561 S.W.3d at 599.

As described in our prior opinion, during the jury trial, Choudhri and Abdullatif offered conflicting evidence concerning whether Abdullatif validly consented in 2011 to Choudhri becoming a limited partner in ML Partnership.

Id.

And as stated in our prior opinion, the trial evidence did not conclusively prove Choudhri was a limited partner in ML Partnership.

Abdullatif, 561 S.W.3d at 618 n.22.

Both this court in its prior opinion and the trial court on remand noted that Choudhri could have had this issue of whether he is a limited partner submitted to the jury to decide, but he did not have the issue submitted to the jury.

Id. at 618 n.22.

Thus, at the jury trial, Choudhri waived the issue of whether Abdullatif’s 2011 consent made him a limited partner in ML Partnership.

See Tex. Civ. Prac. & Rem. Code § 37.007

(stating that if a proceeding under the Texas Declaratory Judgments Act involves the determination of a fact issue, the issue may be tried and determined in the same manner as issues of fact are tried and determined in other civil actions);

Tex. R. Civ. P. 279

(“[u]pon appeal all independent grounds of recovery or of defense not conclusively established under the evidence and no element of which is submitted or requested are waived”);

DiGiuseppe v. Lawler, 269 S.W.3d 588, 598– 99 (Tex. 2008)

(noting that, under Texas Rule of Civil Procedure 279, if no element of an independent ground of recovery is included in the jury charge without request or objection, the ground of recovery is waived unless the ground of recovery is conclusively established by the evidence);

see also Abdullatif, 561 S.W.3d at 607.

Given these facts, it was consistent with this court’s mandate and prior opinion for the trial court to declare on remand that Choudhri is not a limited partner in ML Partnership.

Second, Choudhri argues that in the first appeal, this court denied Mokaram and Abdullatif declaratory relief in footnote twenty-one of the opinion because the relief was requested in Mokaram and Abdullatif’s prayer for relief but not supported by adequate briefing.

See Abduallatif, 561 S.W.3d at 617 n.21. Choudhri argues that as a result, on remand, the trial court could not declare that Choudhri did not become a limited partner in ML Partnership because it already denied Mokaram and Abdullatif declaratory relief.

This argument fails because to declare Choudhri was not a limited partner in ML Partnership the trial court ruled on Choudri’s request for declaratory relief, not Mokaram or Abdullatif’s request for declaratory relief.

We review declaratory judgments under the same standards as other judgments.

Tex. Civ. Prac. & Rem. Code Ann. § 37.010; Tanglewood Homes Ass’n, Inc. v. Feldman, 436 S.W.3d 48, 65–66 (Tex. App.—Houston [14th Dist.] 2014, pet. denied).

We look to the procedure used to resolve the issue below to determine the standard of review on appeal. Feldman, 426 S.W.3d at 65–66. Here, the trial court’s challenged decision that Choudhri was not a limited partner in ML Partnership turns on the correct application of Texas Rule of Civil Procedure 279, which is a question of law that we review de novo.

See BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002)

(applying de novo standard of review to a trial court’s legal conclusions).

We will uphold the trial court’s determination in a declaratory- judgment action if it is sustainable upon any legal theory supported by the evidence.

Feldman, 426 S.W.3d at 66.

As described under the Factual and Procedural Background and just above, Choudhri’s own pleadings and the evidence at the jury trial raised the issue of whether he was a limited partner in ML Partnership. Choudhri sought a declaration that he was a limited partner in ML Partnership, and the final judgment declared he is not.

See Tex. Civ. Prac. and Rem. Code §37.003(b)

(“The declaration may be either affirmative or negative in form and effect, and the declaration has the force and effect of a final judgment or decree.”);

see also Eagle Railcar Servs., L.P. v. Matheson Tri-Gas, Inc., No. 12-22-00103-CV, 2023 WL 4681162, at *13 (Tex. App.—Tyler July 21, 2023, pet. denied) (mem. op.)

(holding the declaratory- judgments act authorizes the trial court to make declarations either affirmatively or negatively; that is, in a requesting party’s favor or adversely to that party).

As a matter of law, the trial court accurately determined that the issue of whether Choudhri was a limited partner in ML Partnership was tried, but not conclusively proven nor submitted to the jury, and therefore was waived.

See Tex. R. Civ. P. 279.

Third, Choudhri argues under issue one that the trial court violated the law of the case when it determined on remand that he is not a limited partner in ML Partnership.

However, because we did not reach the issue of whether Abdullatif’s consent in 2011 was binding in the prior appeal, the law of the case doctrine does not govern our analysis of that question.

See Olvera, 77 S.W.3d at 343

(“Because this court did not reach the issue of Shearer’s fees in the second appeal, law of the case does not govern our analysis of CPS’s point of error one.”).

This court wrote in its prior opinion that “[w]e need not determine whether Latif’s consent in January 2011 to any transfers of interest in ML Partnership is valid and enforceable.”

Abdullatif, 561 S.W.3d at 616 n.20. Having determined that the trial court’s final judgment does not exceed the scope of this court’s mandate on remand, we overrule Choudhri’s first issue on appeal.

Our disposition of Choudhri’s first issue renders moot Choudhri’s second issue whereby he argues in the alternative that the trial court erred by declaring that Choudhri is not a limited partner in ML Partnership because Abdullatif’s alleged consent agreement signed in 2011 made Choudhri a limited partner. Accordingly, we overrule Choudhri’s second issue on appeal.

C.    Choudhri’s Challenges to the Trial Court’s Rulings on Attorney’s Fees

By his third issue on appeal, Choudhri states the trial court erred by denying Choudhri the attorney’s fees he requested.

Only Choudhri’s “issues presented” section raises this issue, and even there, it is mentioned only in conclusory fashion.

The brief contains no argument, authority, or record citations demonstrating that the trial court abused its discretion in denying Choudhri recovery of his attorney’s fees.

Conclusory statements unsupported by legal authority do not suffice to meet the requirements of our briefing rules.

See Tex. R. App. P. 38.1(h); San Saba Energy, L.P. v. Crawford, 171 S.W.3d 323, 338 (Tex. App.—Houston [14th Dist.] 2005, no pet.)

(holding that “parties asserting error on appeal still must put forth some specific argument and analysis showing that the record and the law supports their contentions”);

Valdes v. Whataburger Restaurants, LLC, No. 14-16-00222-CV, 2017 WL 2602728, at *6 (Tex. App.—Houston [14th Dist.] June 15, 2017, no pet.) (mem. op.)

(holding issue statement alone without additional briefing is insufficient to present an issue for appellate review);

see also Hunt v. Baldwin, 68 S.W.3d 117, 135 (Tex. App.—Houston [14th Dist.] 2001, no pet.)

(holding failure to cite record or legal authority waived appellate review of challenge to award of zero attorney’s fees in a declaratory-judgment action).

By his fourth issue, Choudhri argues the trial court’s award of attorney’s fees to Abdullatif was in error.

See Tex. Civ. Prac. & Rem. Code § 37.009. Under this issue, Choudhri advances at least fourteen different subarguments challenging the award of attorney’s fees, including numerous arguments premised on alleged factual and legal insufficiency of the evidence.

However, Choudhri does not cite a single legal authority in support of his fourth issue, and appellee Abdullatif argues several times in his brief that Choudhri’s briefing is insufficient.

An appellant’s brief must contain a clear and concise argument that includes appropriate citations to legal authority.

Tex. R. App. P. 38.1(i).

This requirement is not satisfied by conclusory statements unsupported by legal citations, and the failure to cite legal authority results in waiver of the complaint.

Collins v. Walker, 341 S.W.3d 570, 575 (Tex. App.—Houston [14th Dist.] 2011, no pet.)

(holding legal and factual sufficiency issue was waived by failure to cite supporting legal authority). Even construing Choudhri’s appellate brief liberally, we conclude that he has not briefed issues three and four adequately and we overrule issues three and four.

See Tex. R. App. P. 38.1(i); see also San Saba Energy, 171 S.W.3d at 338.

III. Conclusion

Having overruled all of appellant Ali Choudhri’s issues on appeal, we affirm the trial court’s final judgment.

/s/ Chad Bridges Justice