Affirmed in part, reversed in part and Memorandum Opinion filed July 15,
2014.




                                        In The

                      Fourteenth Court of Appeals

                                NO. 14-13-00113-CV

                   BREWER & PRITCHARD, P.C., Appellant
                                           V.

  AMKO RESOURCES INTERNATIONAL, LLC AND JOHN I. MYUNG,
                       Appellee

                     On Appeal from the 334th District Court
                             Harris County, Texas
                       Trial Court Cause No. 2010-49284

                  MEMORANDUM                        OPINION


      Brewer & Pritchard, L.P. (“B&P”) sued AMKO Resources International,
LLC (“AMKO”) and Dr. John I. Myung for tortious interference with an existing
contract,1 conversion, and civil conspiracy.2 In five issues, B&P appeals each

      1
          B&P brought a claim for “interference with existing contract and a business
relationship.” Identifying a potential ambiguity in B&P’s naming convention, AMKO and Dr.
ground on which the trial court may have granted AMKO’s and Dr. Myung’s
traditional motions for summary judgment. We affirm in part and reverse and
remand in part.

I.     Facts & Procedural Background

       In 2008, Strategic Petroleum Investment Consultants Enterprise, Inc.
(“SPICE”) was contemplating the disposition of its interests in oil and gas leases
located in Cooke, Denton, Montague, and Wise Counties. An operator of a number
of the leases in question unilaterally terminated SPICE’s interests. SPICE hired
B&P to resolve the dispute with the operator. SPICE and B&P entered into a



Myung presume in their briefs that B&P only intended to assert a claim for tortious interference
with an existing contract because they believe B&P conflated tortious interference with an
existing contract with tortious interference with prospective relations. Claims for tortious
interference with business relationships and tortious interference with prospective contractual
relations only apply to (1) business relations that have not yet been reduced to a formal contract,
or (2) a continuing business relationship that does not amount to a formal contract. Heil-Quaker
Corp. v. Mischer Corp., 863 S.W.2d 210, 214 (Tex. App.—Houston [14th Dist.] 1993) (citing
Restatement (Second) of Torts § 766B, cmts. a, c (1979)), writ granted w.r.m., 877 S.W.2d 300
(Tex. 1994); see Faucette v. Chantos, 322 S.W.3d 901, 915 (Tex. App.—Houston [14th Dist.]
2010, no pet.). Because the business relationship between SPICE and B&P was reduced to a
formal contract, we interpret B&P’s claim as one for tortious interference with an existing
contract.
       2
          B&P’s pleadings only allege that AMKO and Dr. Myung conspired to commit tortious
interference. Civil conspiracy is considered a derivative tort because a defendant’s liability
depends on its participation in an underlying tort. Baty v. ProTech Ins. Agency, 63 S.W.3d 841,
864 (Tex. App.—Houston [14th Dist.] 2001, pet. denied). To prevail on a civil conspiracy claim,
a plaintiff must prove that the defendant was liable for an underlying tort. Id. If a defendant is
entitled to summary judgment on the underlying tort, then the defendant cannot be liable for the
conspiracy to commit the underlying tort. See, e.g., id. (because the trial court properly granted
summary judgment on plaintiff’s tortious interference claims, defendants could not be liable for
civil conspiracy to commit tortious interference). Thus, if we conclude that the trial court
properly granted summary judgment on B&P’s tortious interference claim, then B&P’s civil
conspiracy claim must fail as well. Furthermore, because neither AMKO nor Dr. Myung sought
summary judgment on the civil conspiracy claim separately, we conclude that if, as a result of
our analysis in this case, B&P’s tortious interference claim survives summary judgment, then
B&P’s civil conspiracy claim must survive as well. In other words, our tortious interference
analyses necessarily dictate the disposition of the civil conspiracy claim.

                                                2
contingent fee agreement dated June 10, 2008.3 On July 22, 2008, B&P succeeded
in negotiating a settlement in which the operator agreed to restore SPICE’s lease
interests in return for a release. On the same day, SPICE sold 67.5% of its interest
in the disputed properties to AMKO for $27 million pursuant to a Purchase Sale
Agreement (the “PSA”). B&P notified AMKO of its contingent-fee interest and
provided AMKO with instructions on transferring 15% of the purchase price to
B&P’s bank. AMKO paid the full $27 million to SPICE.

       Believing it was entitled to 15% of SPICE’s oil and gas interests and
therefore 15% of the $27 million, B&P initiated arbitration against SPICE for
breach of the fee agreement. On December 30, 2008, the arbitrator found that
SPICE had breached the fee agreement. The arbitrator awarded B&P $4,050,000
plus fees and interest. A trial court entered judgment confirming the arbitration
award on January 20, 2009. The total amount of the judgment, including fees and
costs but excluding interest, was $4,112,126.90. On March 5, 2009, B&P and
SPICE settled their fee-agreement dispute. In return for SPICE’s payment of $1
million in “full satisfaction” of the judgment, B&P agreed to release the judgment
lien against SPICE.

       On August 9, 2010, B&P sued AMKO and Dr. Myung, AMKO’s managing
member at the time of the alleged wrongdoing, for tortious interference with
contract, business disparagement, and conspiracy. B&P amended its petition in
February 2011, dropping the business disparagement claim and adding a
conversion claim. Dr. Myung and AMKO filed traditional motions for summary
judgment. Dr. Myung limited the grounds for his summary judgment argument to
       3
          The contract specifically stated that B&P was entitled to “a percentage of the ‘Gross
Recovery’ . . ., according to the following schedule: (a) 15% of all sums collected on or before
July 31, 2008 . . . .” “Gross Recovery” is defined in the agreement as “the sum of any and all
sums of money, notes or other property, real or personal, tangible or intangible, of any kind or
nature, received from any party.”

                                               3
the one satisfaction rule. AMKO sought summary judgment on four affirmative
defenses: (1) the one satisfaction rule, (2) res judicata, (3) justification, and
(4) waiver.4 AMKO also attacked B&P’s conversion claim in its motion.

        The trial court issued two summary judgment orders. On November 12,
2012, the trial court granted Dr. Myung’s motion for summary judgment solely on
one-satisfaction grounds. On the same day and without specifying its grounds for
doing so, the trial court separately granted AMKO’s motion for summary
judgment. B&P timely appealed both summary judgment orders.

II.     Summary Judgment Standard of Review

        We review de novo the trial court’s granting of a traditional motion for
summary judgment. Farmers Ins. Exch. v. Rodriguez, 366 S.W.3d 216, 221 (Tex.
App.—Houston [14th Dist.] 2012, pet. denied). We must take as true evidence
favorable to the non-movant. Friendswood Dev. Co. v. McDade & Co., 926
S.W.2d 280, 282 (Tex. 1996). To prevail on a motion for summary judgment, a
defendant must either conclusively negate at least one element of each of the
plaintiff’s causes of action or conclusively establish each element of any
affirmative defense that was before the trial court. Id. A matter is conclusively
established if reasonable people could not differ as to the conclusion to be drawn
from the evidence. Rodriguez, 366 S.W.3d at 221. “When a trial court’s order
granting summary judgment does not specify the ground or grounds relied on for
its ruling, summary judgment will be affirmed on appeal if any of the theories
advanced are meritorious.” Dow Chem. Co. v. Francis, 46 S.W.3d 237, 242 (Tex.
2001) (quoting Carr v. Brasher, 776 S.W.2d 567, 569 (Tex. 1989)) (internal
quotations omitted).

        4
            At oral argument, AMKO abandoned its waiver defense. Therefore, we do not address it
here.

                                                 4
       Because this appeal involves two separate summary judgment orders, we
begin by analyzing whether the trial court properly granted summary judgment in
favor of Dr. Myung on the one satisfaction rule. We then address whether the trial
court properly granted summary judgment on any of the bases articulated by
AMKO.

III.   Dr. Myung’s Motion for Summary Judgment

       A.    One Satisfaction Rule

       “The one satisfaction rule applies to prevent a plaintiff from obtaining more
than one recovery for the same injury.” Stewart Title Guar. Co. v. Sterling, 822
S.W.2d 1, 7 (Tex. 1991); see also Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378,
390 (Tex. 2000). Under this rule, a plaintiff is entitled to one recovery for damages
suffered when multiple defendants commit the same act as well as when multiple
defendants commit technically different acts resulting in a single injury. Casteel,
22 S.W.3d at 390. A court can grant summary judgment based on the one
satisfaction rule. See El Paso Natural Gas Co. v. Berryman, 858 S.W.2d 362, 363
(Tex. 1993) (per curiam). The one satisfaction rule is grounds for granting
summary judgment when (1) the one satisfaction rule applies, (2) the credit sought
by the defendant entirely sets off the maximum compensatory liability claimed by
the plaintiff, and (3) punitive damages are not at issue. Cohen v. Arthur Andersen,
L.L.P., 106 S.W.3d 304, 309–10 (Tex. App.—Houston [1st Dist.] 2003, no pet.).

       B&P argues that it “never obtained full satisfaction of its damages” and that
the one satisfaction rule, therefore, only entitles Dr. Myung, the non-settling
defendant, to an offset or credit. According to B&P, “the one satisfaction rule
prevents double recovery, but it does not prevent full recovery.” “Full recovery” to
B&P means that it is entitled to at least $3,112,126.90—the difference between the
judgment amount and the settlement amount. B&P contends that it is entitled to
                                          5
pursue other wrongdoers for that amount. Dr. Myung responds that B&P’s only
injury was SPICE’s breach of the fee agreement, and because B&P and SPICE
fully settled their contract dispute, it would violate the one satisfaction rule to
award B&P the difference between the judgment amount and the settlement
amount.

      We first address a preliminary issue: whether the one satisfaction rule
applies to B&P’s conversion claim. We will then assess whether, in relation to
B&P’s tortious interference and conspiracy claims, Dr. Myung was entitled to
summary judgment on one satisfaction grounds.

             1.    The one satisfaction rule does not apply to B&P’s conversion
                   claim.

      In support of his contention that the one satisfaction rule applies to all of
B&P’s claims, Dr. Myung compares the measures of damages for each of B&P’s
claims. The purpose of this comparison is ostensibly to prove that B&P suffered
only one injury by showing that the measures of damages for each of B&P’s
claims are indistinguishable from each other. We disagree with Dr. Myung’s
argument to the extent that it applies to B&P’s conversion claim.

      The injury that results from tortious interference is different from the injury
that results from conversion because the interests each claim vindicates are
distinct. The tortious interference causes of action are designed to protect the
plaintiff’s interest in his contractual rights and expectancies and to protect the
relationship between the parties to a contract. See Restatement (Second) of Torts §
766 cmt. c (1979) (discussing the history of tortious interference); 3 Dan B. Dobbs,
Paul T. Hayden & Ellen M. Bublick, The Law of Torts §§ 605, 616 (2d ed. 2011)
(“[E]conomic torts [such as tortious interference] inflict pecuniary or financial
costs upon the plaintiff that do not result from injury to person or property . . . .

                                          6
[T]orts to the person and torts to tangible [personal] property are not economic
torts and come under none of the strictures applied to economic tort claims.”); W.
Page Keeton et al., Prosser and Keeton on the Law of Torts § 129 (5th ed. 1984)
(interference with contract is part of larger body of tort law aimed at protecting
economic relationships); John A. Conway & Eve L. Pouliot, Annual Survey of
Texas Law: Business Torts, 48 SMU L. Rev. 919, 920 (1995).

      The damages resulting from tortious interference claims are generally
measured by the “benefit of the bargain”—that is, the damages for both breach of
contract and tortious interference are designed to “put the plaintiff in the same
economic position he would have been in had the contract . . . been actually
performed.” Am. Nat’l Petroleum Co. v. Transcon. Gas Pipe Line Corp., 798
S.W.2d 274, 278 (Tex. 1990); see also Mays v. Pierce, 203 S.W.3d 564, 577 (Tex.
App.—Houston [14th Dist.] 2006, pet. denied); Anderson, Greenwood & Co. v.
Martin, 44 S.W.3d 200, 219 (Tex. App.—Houston [14th Dist.] 2001, pet. denied).

      In contrast, the conversion cause of action is intended to vindicate individual
property rights, and conversion damages are generally measured by market value,
loss of use, or rental value. See United Mobile Networks, L.P. v. Deaton, 939
S.W.2d 146, 147–148 (Tex. 1997) (per curiam); Wells Fargo Bank Nw., N.A. v.
RPK Capital XVI, L.L.C., 360 S.W.3d 691, 706, 710 (Tex. App.—Dallas 2012, no
pet.); Wiese v. Pro Am Servs., Inc., 317 S.W.3d 857, 862–63 (Tex. App.—Houston
[14th Dist.] 2010, no pet.); see also Restatement (Second) of Torts § 222A cmt. a
(1965) (discussing origins of conversion); 15 Tex. Jur. 3d Conversion §§ 1, 55
(2013).

      The First Court of Appeals’ decision in Krobar Drilling, L.L.C. v. Ormiston,
426 S.W.3d 107 (Tex. App.—Houston [1st Dist.] 2012, pet. denied), is illustrative.
In that case, the plaintiff won a judgment for breach of contract against a

                                         7
manufacturer for failing to deliver a mud pump. Krobar Drilling, L.L.C., 426
S.W.3d at 110–11. The plaintiff was unable to collect. Id. at 110. The plaintiff then
initiated a conversion suit against the company that was storing the mud pump on
behalf of the manufacturer. Id. The court of appeals reversed the trial court,
holding that the one satisfaction rule applies only when a judgment is satisfied. Id.
at 112. Like this case, Krobar Drilling, L.L.C. involved a breach of contract claim
and a subsequent claim for conversion, but unlike this case, both the contract claim
and the tort claim in Krobar Drilling, L.L.C. sought the vindication of the
plaintiff’s right to a piece of property, the mud pump. Additionally, the value of the
mud pump was equivalent to the value of the contract. See id. at 110–11. In this
case, B&P is trying to vindicate the business and contractual rights that arose from
its contingent fee agreement with SPICE while simultaneously trying to vindicate
its alleged right to possess a portion of the personal property conveyed to AMKO
in the PSA.5 Furthermore, because the record does not contain evidence regarding
the value of the personal property, we cannot determine whether the value of the
personal property is the same as the value of the contingent-fee agreement.

      We conclude that the one satisfaction rule does not apply to B&P’s
conversion claim because, in this case, the nature of the injury and the measure of
damages for conversion are different from the nature of the injury and the measure
of damages for breach of contract and tortious interference.

             2.    The one satisfaction rule applies to B&P’s tortious
                   interference and conspiracy claims because B&P suffered a
                   single injury.

      We must now decide whether the one satisfaction rule applies to B&P’s


      5
         The PSA conveyed SPICE’s interests only to AMKO. However, B&P alleged in its
pleadings that both AMKO and Dr. Myung committed conversion.

                                          8
tortious interference and conspiracy claims,6 which requires a determination that
B&P has suffered only one injury. For two reasons, we conclude that B&P has
suffered only one injury. First, B&P has not attempted to distinguish between the
damages it suffered as a result of SPICE’s, AMKO’s, and Dr. Myung’s alleged
wrongdoing. See Lundy v. Masson, 260 S.W.3d 482, 506 (Tex. App.—Houston
[14th Dist.] 2008, pet. denied); see, e.g., Tony Gullo Motors I, L.P. v. Chapa, 212
S.W.3d 299, 303–04 (Tex. 2006) (court of appeals violated the one satisfaction
rule when it awarded economic damages for all of the plaintiff’s causes of action
because the economic damages for each cause of action were the same); Waite Hill
Servs., Inc. v. World Class Metal Works, Inc., 959 S.W.2d 182, 184–85 (Tex.
1998) (per curiam) (in action against insurance company, jury awarded identical
amounts in response to questions about contract and tort damages; out-of-pocket
expenses paid by plaintiff and breach of insurance policy by defendant were a
single injury); Stewart Title, 822 S.W.2d at 8 (multiple defendants’
misrepresentations that led plaintiff to purchase land without good title resulted in
a single harm and identical damages); Stauffacher v. Coadum Capital Fund 1,
LLC, 344 S.W.3d 584, 591 (Tex. App.—Houston [14th Dist.] 2011, pet. denied) (a
request that the jury award the same amount of damages for breach of contract and
breach of fiduciary duty “belie[d] the reality that the two questions were alternative
theories of the same case” and recovery for both would have violated one
satisfaction rule). B&P answered in the affirmative when asked in deposition if it
was seeking to recover the difference between the arbitration award and the
settlement amount. B&P has not strayed from seeking that amount both in its

       6
         If the one satisfaction rule applies to the tortious interference claim, then the rule would
also apply to the civil conspiracy claim because (1) as a derivative tort, the injury resulting from
the conspiracy is the same as the injury resulting from the underlying tort and (2) the damages
resulting from the conspiracy are based on the damages resulting from the commission of the
underlying tort. See Hart v. Moore, 952 S.W.2d 90, 98 (Tex. App.—Amarillo 1997, pet. denied).

                                                 9
responses to Dr. Myung’s motion for summary judgment and in its appellate briefs.
B&P wants to recover the full amount awarded by the arbitrator and is seeking that
same measure of damages, albeit reduced by $1 million, under alternate theories of
the same case.

      Second, B&P has referred to the same conduct by SPICE, AMKO, and Dr.
Myung as evidence that Dr. Myung committed tortious interference. See Lundy,
260 S.W.3d at 506; see, e.g., Galle, Inc. v. Pool, 262 S.W.3d 564, 574 (Tex.
App.—Austin 2008, pet. denied) (damages sought by plaintiffs against settling
defendants and damages awarded by jury against non-settling defendants all arose
from the proliferation of mold that followed one defendant’s work on the
plaintiff’s house); Emerson Elec. Co. v. Am. Permanent Ware Co., 201 S.W.3d
301, 315 (Tex. App.—Dallas 2006, no pet.) (plaintiff’s tort and contract causes of
action arose from a single injury—defendants’ failure to provide a functional
heating element); AMX Enters., Inc. v. Bank One, N.A., 196 S.W.3d 202, 206 (Tex.
App.—Houston [1st Dist.] 2006, pet. denied) (plaintiff’s suit for conversion,
negligence, gross negligence, tortious interference with contract, and money had
and received was based on defendant-bank’s acceptance of checks with missing
indorsements, resulting in a single injury—the temporary loss of money);
Buccaneer Homes of Ala., Inc. v. Pelis, 43 S.W.3d 586, 590 (Tex. App.—Houston
[1st Dist.] 2001, no pet.) (in DTPA lawsuit against manufacturer, plaintiffs who
settled with retailer could not recover from manufacturer because a defective
mobile home was the only injury and “[t]he same core evidence that was used
against [m]anufacturer could have been used against [r]etailer”); LJ Charter,
L.L.C. v. Air Am. Jet Charter, Inc., No. 14-08-00534-CV, 2009 WL 4794242, at *8
(Tex. App.—Houston [14th Dist.] Dec. 15, 2009, pet. denied) (mem. op.)
(plaintiff’s actions for breach of joint-venture fiduciary duty and fraud were the


                                       10
same injury because they were based on proof of the same facts).

       B&P has consistently pointed to the failure of SPICE, AMKO, and Dr.
Myung to pay B&P 15% of the $27 million PSA purchase price. In an August 7,
2008 letter addressed to AMKO and Dr. Myung that specifically referred to the
PSA, B&P declared that it owned “a 15% interest in any consideration paid by
[AMKO] to [SPICE], including but not limited to the [PSA] ‘payment price.’” In
an August 13, 2008 email, B&P notified SPICE that it would be submitting its
claim for the contingent fee to an arbitrator. The arbitrator ultimately awarded
$4,050,000 in contract damages, not including interest and fees, to B&P. That
amount is 15% of the $27 million PSA purchase price. Furthermore, B&P’s
pleadings allege that it was owed 15% of the PSA purchase price and that Dr.
Myung’s acts prevented B&P from obtaining payment for its legal services. From
these facts, we conclude that B&P’s contract and tort claims in this case arise from
the same conduct—SPICE’s, AMKO’s and Dr. Myung’s decision not to pay B&P.
That conduct caused a single injury to B&P—the loss of its contingent fee.

       B&P suffered only one injury. The one satisfaction rule applies to the
tortious interference and conspiracy claims in this case.

               3.      The settlement amount received by B&P fully satisfied its
                       claim for compensatory damages arising from SPICE’s
                       breach of the contingent fee agreement.

       The one satisfaction rule “prevents a claimant from recovering more than the
amount required for full satisfaction of his damages.” Berryman, 858 S.W.2d at
364.7 Because AMKO and Dr. Myung are asserting that the settlement agreement


       7
          While we acknowledge that many of the cases addressing this issue involve multiple
defendants and joint liability, we have found nothing in the Texas Supreme Court jurisprudence
limiting the one satisfaction rule’s applicability to that class of cases. See Casteel, 22 S.W.3d at
390; T.L. James & Co. v. Statham, 558 S.W.2d 865, 869 (Tex. 1977) (“The rule is applied to
                                                11
fully satisfied B&P’s claims for compensatory damages, they must prove as a
matter of law that they are entitled to a credit equaling the entire amount awarded
to B&P in its arbitration with SPICE. See Mobil Oil Corp. v. Ellender, 968 S.W.2d
917, 927 (Tex. 1998); Cohen, 106 S.W.3d at 310.

       B&P was fully satisfied for its injury when it settled its dispute with SPICE
and released its judgment lien against SPICE. Again, the First Court of Appeals’
decision in Krobar Drilling, L.L.C. is analogous because, like this case, it involved
a plaintiff that sued one defendant for breach of contract and subsequently sued
another defendant in tort. The plaintiff in Krobar Drilling, L.L.C. was unable to
collect on a judgment in its breach-of-contract suit against the manufacturer of a
mud pump. 426 S.W.3d at 110. The plaintiff then sued the owner of the warehouse
where the mud pump was stored, alleging conversion and claims under the Texas
Theft Liability Act. Id. The trial court granted the warehouse owner’s motion for
directed verdict on one satisfaction grounds. Id. at 111. The First Court of Appeals
reversed and remanded, noting that “it is the satisfaction of a judgment, not the
obtaining of a judgment, that bars further suits.” Id. at 112 (citing T.L. James &
Co., Inc. v. Statham, 558 S.W.2d 865, 868–69 (Tex. 1977)); see also Burchfield v.
Prosperity Bank, 408 S.W.3d 542, 548 (Tex. App.—Houston [1st Dist.] 2013, no
pet.) (following Krobar Drilling, L.L.C.). In this case, B&P sued SPICE for breach
of contract. B&P obtained a $4,112,126.90 judgment and ultimately settled with
SPICE for $1 million. The settlement agreement reads, in pertinent part: “We
joint tort-feasors because of the fundamental fact that there is but a single injury . . . .” (quoting
Hunt v. Ziegler, 271 S.W. 936, 938 (Tex. Civ. App.—San Antonio 1925), aff’d, 280 S.W. 546
(Tex. 1926) (internal quotations omitted))). The concept of prohibiting double recovery for the
same injury applies equally in cases like this one in which a plaintiff is disappointed with a result
in a prior lawsuit and seeks to alleviate that disappointment in a subsequent lawsuit against a
different defendant. See Krobar Drilling, L.L.C., 426 S.W.3d at 112 (“When . . . it is alleged that
a breach of contract and a tort caused a single injury, the rationale behind the ‘one-satisfaction
rule’ permitting successive suits against joint-tortfeasors until a judgment is satisfied is equally
applicable.”).

                                                 12
[B&P] agree to accept One Million Dollars ($1,000,000) in full satisfaction of the
judgment in plaintiff’s [B&P’s] favor . . . .” (emphasis added). B&P actually
received payment and released its judgment lien.8 After receiving the payment
from SPICE, B&P sued AMKO and Dr. Myung in tort, seeking what it calls “full
recovery”—the difference between the judgment amount and the settlement
amount. In contrast to the plaintiff in Krobar Drilling, B&P not only obtained a
judgment but it also obtained full satisfaction of the judgment. Having been fully
satisfied, B&P cannot recover compensatory damages a second time for its single
injury. See Berryman, 858 S.W.2d at 364.

                4.     Punitive damages are still at issue.

      Referring to the general rule that an award of compensatory damages is a
prerequisite to a recovery of punitive damages, Dr. Myung argues that because
B&P already recovered compensatory damages in the breach of contract litigation,
B&P cannot recover punitive damages against Dr. Myung once the full
$4,112,126.90 credit resulting from B&P’s $1 million settlement and release of
judgment is applied. Therefore, according to Dr. Myung, punitive damages are not
at issue. We disagree.

      “The ‘one satisfaction rule’ is usually inapplicable to punitive damage
awards because punitive damages do not concern compensation; they are, instead,
intended to punish the wrongdoer and to deter future similar acts.” Universal
      8
          The release stated:
                On March 5, 2009, the parties entered into a settlement agreement
                whereby [B&P] agreed to accept $1,000,000 in full satisfaction of the
                judgment in plaintiff’s favor dated January 20, 2009, and it further agreed
                to release its judgment against SPICE upon timely performance of all
                payment obligations in the parties’ agreement. . . . The payment obligation
                of SPICE under the March 5, 2009 agreement having been timely
                performed, [B&P] does hereby release the January 20, 2009 judgment
                against SPICE . . . .” (emphasis added).

                                                13
Servs. Co. v. Ung, 882 S.W.2d 460, 467 (Tex. App.—Houston [14th Dist.] 1994),
rev’d on other grounds, 904 S.W.2d 638 (Tex. 1995); see Casteel, 22 S.W.3d at
391 (“A nonsettling defendant cannot receive credit for settlement amounts
representing punitive damages.”); Ratner v. Sioux Natural Gas Corp., 719 F.2d
801, 804 (5th Cir. 1983) (“The purpose of the [one satisfaction] rule is to ensure
that a plaintiff receives no more than full compensation for his loss. A plaintiff
awarded punitive damages has been given the right to receive more than ‘one
satisfaction.’” (citations omitted)). Punitive damage calculations are based on the
award of compensatory damages, not the amount actually recovered. See Tex. Civ.
Prac. & Rem. Code Ann. § 41.004(a) (West 2008); Gilcrease v. Garlock, Inc., 211
S.W.3d 448, 458 (Tex. App.—El Paso 2006, no pet.). Consequently, a plaintiff
would be entitled to recover punitive damages based on an award of compensatory
damages even though his ability to recover compensatory damages is entirely
offset by a credit based on the one satisfaction rule. See Gilcrease, 211 S.W.3d at
458–59.

      Here, Dr. Myung concedes that B&P was awarded compensatory damages
in the breach of contract suit against SPICE, and we agree with Dr. Myung that
B&P was fully satisfied for those damages when it settled with SPICE. But B&P
sought punitive damages in its live petition and continues to assert its right to
punitive damages in its appellate briefs. Punitive damages are recoverable for torts
such as tortious interference, conspiracy, and conversion if the plaintiff can prove
the requisite state of mind, but they are not available for breach of contract.
Safeshred, Inc. v. Martinez, 365 S.W.3d 655, 659 (Tex. 2012); see Tex. Civ. Prac.
& Rem. Code Ann. § 41.003(a) (West 2011) (to recover punitive damages,
claimant must prove by clear and convincing evidence that the harm resulted from
fraud, malice, or gross negligence). Because the settlement agreement between


                                        14
SPICE and B&P, which resolved only the breach of contract claim, did not
expressly resolve B&P’s potential claims for punitive damages, the agreement
could not have disposed of B&P’s claims for punitive damages in this tort lawsuit.
Cf., Ellender, 968 S.W.2d at 928 (settlement agreement explicitly released actual
and punitive damage claims). Therefore, AMKO and Dr. Myung have not shown
that punitive damages are not at issue. See Matthews v. Sohn, No. 13-12-00302-
CV, 2013 WL 2949562, at *5 (Tex. App.—Corpus Christi June 13, 2013, no pet.)
(mem. op.); see also Hart, 952 S.W.2d at 98 (the existence of a civil conspiracy
cannot alone justify punitive damages but can be a basis for imposing punitive
damages based on an award of actual damages).

      B.    Holding as to Myung

      With respect to B&P’s tortious interference and conspiracy claims, the trial
court erred when it granted summary judgment in favor of Dr. Myung on the one
satisfaction rule because punitive damages are still at issue. See Cohen, 106
S.W.3d at 309–10. With respect to B&P’s conversion claim, the trial court erred
when it granted summary judgment in favor of Dr. Myung on the one satisfaction
rule because the one satisfaction rule does not apply to the conversion claims in
this case. Bearing these conclusions in mind, B&P’s first issue is sustained as to
Dr. Myung’s motion for summary judgment. Therefore, we reverse the trial court’s
order granting Dr. Myung’s motion for summary judgment and remand this cause
to the trial court for proceedings consistent with this opinion. See Matthews, 2013
WL 2949562, at *6.

      We now consider AMKO’s motion for summary judgment.




                                        15
IV.   AMKO’s Motion for Summary Judgment

      A.     One Satisfaction Rule

      Because AMKO and Dr. Myung make identical arguments on the one-
satisfaction-rule issue, we incorporate by reference our analysis from Section III.A
of this opinion. Therefore, we conclude as follows: With respect to B&P’s tortious
interference and conspiracy claims, the trial court erred when it granted summary
judgment in favor of AMKO on the one satisfaction rule because punitive damages
are still at issue. See Cohen, 106 S.W.3d at 309–10. With respect to B&P’s
conversion claim, the trial court erred when it granted summary judgment in favor
of AMKO on the one satisfaction rule because the one satisfaction rule does not
apply to the conversion claims in this case.

      Bearing these conclusions in mind and to the extent the trial court granted
summary judgment in favor of AMKO on one-satisfaction-rule grounds, we sustain
B&P’s first issue.

      B.     Conversion

      In its third issue, B&P challenges the trial court’s granting of summary
judgment on its conversion claim. B&P contended that as a result of its successful
negotiations on behalf of SPICE, B&P acquired an equitable interest in the oil and
gas properties that SPICE recovered in the settlement with the operator that
cancelled SPICE’s oil and gas interests. According to B&P, its equitable interest
was conveyed in the PSA from SPICE to AMKO, and AMKO committed
conversion by executing the PSA and claiming ownership of the subject assets.
Particularly, B&P claimed that AMKO committed conversion when it (1) asserted
ownership of the oil and gas leasehold interests conveyed in the PSA; (2) refused
to pay B&P 15% of the $27 million PSA consideration; and (3) asserted ownership

                                         16
of the personal property conveyed in the PSA, specifically the equipment
contemplated by Paragraph 1(d). In response, AMKO argues (1) that the oil and
gas leasehold interests are real property interests incapable of being converted; (2)
that while B&P may have had a claim against SPICE for a percentage of the $27
million, AMKO rightfully owned and possessed the money until it was transferred
to SPICE; and (3) that B&P did not establish its ownership of or possessory rights
to the equipment. Although we agree with AMKO on (1) and (2), we conclude
with regard to (3) that AMKO did not conclusively negate B&P’s claim that
AMKO converted the personal property contemplated in paragraph 1(d) of the
PSA.

       Conversion is the wrongful exercise of dominion and control over the
personal property of another, to the exclusion of or inconsistent with the owner’s
rights. Waisath v. Lack’s Stores, Inc., 474 S.W.2d 444, 447 (Tex. 1971). A plaintiff
suing for conversion must prove that (1) the plaintiff owned, possessed, or had the
right to immediate possession of personal property; (2) the defendant exercised
dominion and control over the property in an unlawful and unauthorized manner,
(3) the defendant refused plaintiff’s demand for return of the property; and (4) the
plaintiff suffered injury. Cluck v. Mecom, 401 S.W.3d 110, 116 (Tex. App.—
Houston [14th Dist.] 2011, pet. denied); Robin Singh Educ. Servs., Inc. v. Test
Masters Educ. Servs., Inc., 401 S.W.3d 95, 97 (Tex. App.—Houston [14th Dist.]
2011, no pet.).

             1.    Conversion of oil and gas leasehold interests and working
                   interests

       In its motion for summary judgment, AMKO argued that B&P’s conversion
claim must fail because oil and gas leases and royalty interests are real property
interests as a matter of law. In response, B&P contended that working interests and

                                         17
related leasehold interests are personal property and “routinely the subject of
conversion claims under Texas law.”

       “An oil and gas lease is both a contract and a conveyance of an interest in
real property.” Browning Oil Co., Inc. v. Luecke, 38 S.W.3d 625, 643 (Tex. App.—
Austin 2000, pet. denied). A royalty interest in an oil and gas lease is also an
interest in real property. Lyle v. Jane Guinn Revocable Trust, 365 S.W.3d 341, 351
(Tex. App.—Houston [1st Dist.] 2010, pet. denied). Oil and gas become personal
property once they are severed from the real property. See Humble Oil & Refining
Co. v. West, 508 S.W.2d 812, 817 (Tex. 1974). Under paragraph 1(a) of the PSA,
SPICE conveyed 67.5% of its oil and gas leasehold interests and its working
interests to AMKO. SPICE did not convey any severed oil or gas under the PSA.
B&P’s claim for conversion on the theory that oil and gas leases and royalty
interests are personal property fails as a matter of law.9

               2.     Conversion of money allegedly owed to B&P

       In its second amended petition, B&P alleged that AMKO and Dr. Myung
converted funds that were owed to B&P because AMKO and Dr. Myung refused to
comply with B&P’s demand for 15% of the PSA consideration. In Rente Co. v.
Truckers Express, Inc., the plaintiff sued for conversion when the defendant did
not pay money owed under an equipment lease. 116 S.W.3d 326, 332 (Tex. App.—
Houston [14th Dist.] 2003, no pet.). This court held that indebtedness is not

       9
          We note that while oil and gas interests are generally real property, it is possible to
convert the lease documents that define those interests. See Prewitt v. Branham, 643 S.W.2d 122,
123 (Tex. 1982) (“The lessee’s rights under a lease are treated in law as personal property. The
conversion of the document in which the rights had been merged supports a conversion action
for the value of the rights represented by it.”); Robin Singh Educ. Servs., Inc., 401 S.W.3d at 97–
98; see also 15 Tex. Jur. 3d Conversion § 23 (2013) (“[A]n action lies in conversion of
intangible contract rights even when the contract relates to real property.”). B&P did not allege
in its pleadings or on appeal that AMKO or Dr. Myung converted the documents in which its
alleged rights had been merged.

                                                18
specific chattels capable of being converted. Id. In this case, if AMKO and Dr.
Myung actually owed B&P 15% of the PSA consideration, then the alleged amount
of indebtedness was capable of being discharged by the payment of money
generally, and B&P’s claim for conversion under a theory of indebtedness must
fail as a matter of law. See id.

               3.      Conversion of equipment conveyed under the PSA

      B&P also claims that AMKO and Dr. Myung converted the equipment that
SPICE conveyed under paragraph 1(d) of the PSA.10 AMKO responds that B&P
did not establish that it owned the equipment, that it possessed the equipment, or
that it had the right to immediately possess the equipment. But to prevail on a
summary judgment, AMKO, not B&P, had the burden of producing conclusive
evidence that B&P lacked the requisite ownership or possessory rights to the
equipment. See Friendswood Dev. Co., 926 S.W.2d at 282. The only evidence that
AMKO produced regarding property ownership was the affidavit of Michael Jones,
the lawyer who represented AMKO in the PSA transaction with SPICE. Jones
stated:

      A Lis Pendens on the Purchased Property notifying the public of
      litigation or arbitration between Brewer & Pritchard, P.C. and
      Strategic Petroleum Investment Consultants Enterprise was not filed
      prior to the July 22, 2008 Purchase and Sale Agreement, nor was a Lis
      Pendens filed prior to the assignment of the assets to AMKO acquired

      10
           Paragraph 1(d) provides that SPICE will convey to AMKO 67.5% of its interests in:
               the personal property, improvements, fixtures, facilities, wells . . .,
               gathering lines, flow lines, injection lines, pipelines, tanks, boilers,
               buildings, machinery, equipment . . ., inventory, pipelines, utility lines,
               power lines, roads and other appurtenances, to the extent the same are
               situated upon and used or held for use by Seller [SPICE] solely in
               connection with the ownership, operation, maintenance or repair of the
               interests which are described in Exhibit ‘A’, or the production of oil, gas,
               or other hydrocarbon and non-hydrocarbon substances attributable thereto.

                                               19
      under the July 22, 2008 Purchase and Sale Agreement, to my
      Affidavit.
The lis pendens rule only applies to interests in real property. See Tex. Prop. Code
Ann. § 12.007(a) (West 2011). Therefore, Jones’s statement is not conclusive
evidence negating the right-of-possession element of B&P’s conversion claim as it
relates to the personal property conveyed under the PSA. Moreover, AMKO did
not prove in its motion that the personal property at issue had become real property
by virtue of its status as a “fixture” upon the real property, nor did AMKO prove
that it did not move or “carry off” the personal property.

      The trial court erred only to the extent that it granted summary judgment in
favor of AMKO on B&P’s claim that AMKO and Dr. Myung converted the
personal property that was conveyed to AMKO in paragraph 1(d) of the PSA.
Accordingly, B&P’s third issue is sustained in part.

      C.     Res Judicata

      In its fourth issue, B&P challenges the trial court’s granting of summary
judgment on res judicata grounds. A party claiming the affirmative defense of res
judicata must prove (1) a prior final determination on the merits by a court of
competent jurisdiction; (2) identity of parties or those in privity with them; and (3)
a second action based on the same claims as were or could have been raised in the
first action. Travelers Ins. Co. v. Joachim, 315 S.W.3d 860, 862 (Tex. 2010);
McNeil Interests, Inc. v. Quisenberry, 407 S.W.3d 381, 387 (Tex. App.—Houston
[14th Dist.] 2013, no pet.). Neither AMKO nor B&P disputes the existence of a
prior determination on the merits. B&P argues, however, that AMKO and SPICE
were not in privity and that it could not have forced AMKO to arbitrate the tort
claims in the prior arbitration with SPICE. AMKO responds that it was in privity
with SPICE and that because B&P’s tort claims are based on the same operative

                                         20
facts and are inherently inseparable from the breach-of-contract claim, B&P could
have compelled AMKO to arbitrate the tort claims. Without deciding the privity
issue, we conclude that B&P could not have compelled AMKO to arbitrate B&P’s
tort claims.

      The issue here is whether a signatory-plaintiff that previously arbitrated a
claim with a signatory-defendant could have also compelled an unaffiliated non-
signatory to arbitrate the signatory-plaintiff’s tort claims against the non-signatory.
In short, the answer is no.

      Six theories may bind non-signatories like AMKO to arbitration agreements:
(1) incorporation by reference; (2) assumption; (3) agency; (4) alter ego; (5)
equitable estoppel; and (6) third-party beneficiary. In re Kellogg Brown & Root,
Inc., 166 S.W.3d 732, 739 (Tex. 2005) (orig. proceeding). The only applicable
theory in this case is equitable estoppel. Two types of equitable estoppel exist:
concerted-misconduct estoppel and direct-benefits estoppel. Texas courts have not
adopted the theory of concerted-misconduct estoppel. See Inland Sea, Inc. v.
Castro, 420 S.W.3d 55, 59 (Tex. App.—El Paso 2012, pet. denied) (citing In re
Merrill Lynch Trust Co., 235 S.W.3d 185, 192 (Tex. 2007) (orig. proceeding)); In
re Credit Suisse First Bos. Mortg. Capital, L.L.C., 257 S.W.3d 486, 492 n.5 (Tex.
App.—Houston [14th Dist.] 2008, orig. proceeding). Therefore, we must determine
whether B&P’s tort claims were arbitrable under a theory of direct-benefits
estoppel. See In re Vesta Ins. Grp., Inc., 192 S.W.3d 759, 761 (Tex. 2006) (per
curiam) (orig. proceeding); In re Kellogg Brown & Root, Inc., 166 S.W.3d at 741
(“[A] non-signatory should be compelled to arbitrate a claim only if it seeks . . . to
derive a direct benefit from the contract containing the arbitration provision.”).
Under direct-benefits estoppel, nonparties must arbitrate claims if liability arises
from a contract with an arbitration clause, but not if liability arises from general

                                          21
obligations imposed by law. In re Vesta Ins. Grp., 192 S.W.3d at 761.

       With these concepts in mind, we first address B&P’s tortious interference
and conspiracy claims.11 Tortious interference claims do not fall comfortably
within either category because liability arises from the general law but non-liability
arises from connections with the contract. Id. at 761–62. Tortious interference
claims between a signatory to an arbitration agreement and agents or affiliates of
the other signatory, however, arise more from the contract than general law. Id. at
762. As such, those claims fall on the arbitration side of the scale. Id. Thus, a
signatory-plaintiff who sues the non-signatory agents or affiliates of the other
signatory for tortious interference must arbitrate her claim. See, e.g., id. (signatory-
plaintiff whose contract was terminated by insurer had to arbitrate tortious
interference claims against non-signatories that were agents or affiliates of the
insurer); Glassell Producing Co., Inc. v. Jared Res., Ltd., 422 S.W.3d 68, 81 (Tex.
App.—Texarkana 2014, no pet.) (tort and contract claims against president of
signatory company were subject to arbitration clause in letter agreement); PER
Grp., L.P. v. Dava Oncology, L.P., 294 S.W.3d 378, 387 (Tex. App.—Dallas 2009,
no pet.) (nonsignatory-affiliate of signatory-plaintiff was required to arbitrate
tortious interference claims against signatory-defendants). In contrast, a signatory-
plaintiff is not required to arbitrate a tortious interference claim against a complete
stranger to the contract (and its arbitration clause) because that claim would arise
from obligations imposed by law rather than from connections to the contract. See
In re Vesta Ins. Grp., 192 S.W.3d at 763 (“We agree . . . that [the signatory-
plaintiff] would not be required to arbitrate a tortious interference claim against a
complete stranger to his contract and its arbitration clause.”). In this case, AMKO
is not affiliated with SPICE and is a stranger to the arbitration clause contained in
       11
            We analyze the tortious interference claim with the conspiracy claim because AMKO’s
liability for conspiracy is dependent upon its liability for tortious interference.

                                              22
the contingent fee agreement. Therefore, we conclude that B&P could not have
compelled AMKO to arbitrate the tortious interference claim, as surely as AMKO
could not have compelled B&P to arbitrate the tortious interference claim.

      We now address B&P’s conversion claim. We conclude that neither B&P
nor AMKO could have compelled the other to arbitrate the conversion claims
because AMKO’s potential liability for conversion does not arise from either
party’s connections to the contingent-fee agreement. See id. at 762.

      The trial court erred to the extent that it granted summary judgment on res
judicata grounds. B&P’s fourth issue is sustained.

      D.     Justification12

      In its second issue, B&P challenges the trial court’s granting of summary
judgment on justification grounds. B&P argues that the PSA, executed after the fee
agreement, cannot operate as a justification for interfering or conspiring to
interfere with the existing fee agreement because allowing the justification defense
would permit a tortfeasor to circumvent liability simply by creating a subsequent
contract that relieves it of liability. B&P further argues that the PSA contained a
condition precedent requiring SPICE to obtain all necessary written consents
before AMKO was obligated to perform. Since the contingent-fee agreement
required SPICE to obtain consent from B&P and since SPICE did not do so, B&P
asserts that AMKO was not justified in performing its obligations under the PSA.

      AMKO responds that the PSA required it to pay SPICE the $27 million and
that this obligation had nothing to do with B&P or B&P’s fee agreement with
SPICE. AMKO was therefore justified in ignoring B&P’s notice letter and making

      12
           AMKO sought summary judgment on the justification defense with respect to B&P’s
tortious interference and civil conspiracy claims only.

                                           23
the payment, despite conditions in the contract that would have allowed AMKO to
withhold payment if SPICE did not comply with them. AMKO further contends
that its performance under the PSA had nothing to do with SPICE’s performance
under the fee agreement and the fact that the fee agreement existed before the PSA
is irrelevant to its justification defense. AMKO contends that its alleged
interference was done in the exercise of its legal rights under the PSA. We
conclude that AMKO did not satisfy its summary judgment burden to conclusively
establish its justification defense.

      To prevail on its tortious interference claim, B&P must prove (1) that it had
an existing contract; (2) that AMKO willfully and intentionally interfered with the
contract; (3) that the interference proximately caused B&P’s injuries; and (4) that
B&P suffered actual damages. Prudential Ins. Co. v. Fin. Review Servs., Inc., 29
S.W.3d 74, 77 (Tex. 2000). The affirmative defense of justification “can be based
on the exercise of either (1) one’s own legal rights or (2) a good-faith claim to a
colorable legal right, even though that claim ultimately proves to be mistaken.” Id.
at 80. “[I]f a trial court finds as a matter of law that the defendant had a legal right
to interfere with a contract, the defendant has conclusively established the
justification defense . . . .” Id. (emphasis added). As a preliminary matter, we will
not consider whether AMKO was exercising a good-faith claim to a colorable legal
right because AMKO only argued in its motion for summary judgment that it was
exercising its legal right to interfere. See Tex. R. Civ. P. 166a(c); Stiles v.
Resolution Trust Corp., 867 S.W.2d 24, 26 (Tex. 1993); see also Tex. Beef Cattle
Co. v. Green, 921 S.W.2d 203, 211 (Tex. 1996) (jury must decide whether
defendant exercised colorable legal right in good faith).

      Cases in which a defendant was found to have a legal right to interfere with
another’s contract generally share two important characteristics. First, the

                                          24
defendant tends to have an existing relationship, often contractual, with the third
party that has a contractual relationship with the plaintiff. See, e.g., Prudential Ins.
Co., 29 S.W.3d at 81 (defendant insurance company had contractual relationships
and statutory obligations to policyholders who were patients of the third-party
healthcare provider that had a contract with the plaintiff); Friendswood Dev. Co.,
926 S.W.2d at 281 (defendant development company was in negotiations with a
potential tenant before the tenant entered into an exclusive agreement with plaintiff
real-estate broker); Calvillo v. Gonzalez, 922 S.W.2d 928, 929 (Tex. 1996) (per
curiam)   (tortious   interference   with        business   relations   case;   defendant-
anesthesiologist had contractual relationship with hospital that had given staff
privileges to plaintiff-anesthesiologist); Gulf Liquids New River Project, LLC v.
Gulsby Eng’g, Inc., 356 S.W.3d 54, 76–78 (Tex. App.—Houston [1st Dist.] 2011,
no pet.) (defendant Williams Corporation had an operating agreement with Gulf
Liquids that in turn had a contract with plaintiff Gulsby); De Miño v. Chu, No. 01-
03-01127-CV, 2005 WL 2123537, at *9 (Tex. App.—Houston [1st Dist.] Aug. 31,
2005, pet. denied) (mem. op.) (defendant-student had an existing relationship with
third-party university that had a contract with plaintiff-professor); Baty v. ProTech
Ins. Agency, 63 S.W.3d 841, 864 (Tex. App.—Houston [14th Dist.] 2001, pet.
denied) (defendant insurance companies had existing third-party contracts and
existing contractual obligations to their insureds); Fleisher v. Pinkerton’s, Inc., No.
05-96-00628-CV, 1998 WL 47782, at *6 (Tex. App.—Dallas Feb. 9, 1998, pet.
denied) (not designated for publication) (defendant had a service contract with
employment agency that had an employment contract with the plaintiff).

      Second, the nature of the defendant’s existing relationship with the third
party generally gave the defendant an implicit right to interfere with the contractual
relationship between the third party and the plaintiff. See, e.g., Prudential Ins. Co.,


                                            25
29 S.W.3d at 81 (insurance policies and statutes gave defendant insurance
company the right to contact the plaintiff’s clients and the defendant’s
policyholders); Friendswood Dev. Co., 926 S.W.2d at 283 (preexisting relationship
between defendant development company and a potential tenant led to a broker
agreement between the potential tenant and the plaintiff that explicitly excepted the
defendant from the broker agreement, thus giving the defendant the right to lease
property to the potential tenant); Calvillo, 922 S.W.2d at 929 (tortious interference
with business relations case; provision in contract gave defendant-anesthesiologist
sole discretion to assign work to other anesthesiologists, which adversely affected
the plaintiff-anesthesiologist’s business relationship with hospital); Gulf Liquids,
356 S.W.3d at 77–78 (provision in the operating agreement gave defendant the
right to withhold consent to change-orders exceeding $10,000, which hindered
plaintiff’s ability to obtain payment from Gulf Liquids and ultimately led to the
termination of plaintiff’s contract); Chu, 2005 WL 2123537, at *9 (university’s
sexual harassment policy gave defendant-student the legal right to report her
professor and thus interfere with the employment contract between plaintiff-
professor and the university); Baty, 63 S.W.3d at 864 (third party contracts gave
defendant insurance companies the right to contract with insurance agents who had
allegedly violated covenants not to compete; existing contracts with insureds
obligated   defendant   insurance   companies     to   honor   change    in   agency
appointments); Fleischer, 1998 WL 47782, at *6 (provision in the service contract
between defendant and the employment agency gave defendant the right to affect
plaintiff’s employment status with the agency).

      Summary judgment on the justification defense is properly granted if the
trial court correctly determined that the defendant had the legal right—as a matter
of law—to take the action that it did. See Prudential Ins. Co., 29 S.W.3d at 80.


                                         26
While certain summary judgment evidence indicated that AMKO and SPICE were
negotiating the sale of SPICE’s assets prior to SPICE’s hiring of B&P, thus
establishing an existing (if informal) relationship between AMKO and SPICE,
neither the contingent fee agreement nor the PSA bestow upon AMKO any legal
rights, express or implied, to interfere with B&P’s contractual relationship with
SPICE. The mere fact that AMKO had the right to waive the PSA’s conditions
precedent and pay the $27 million consideration to SPICE is not conclusive
evidence that AMKO had the legal right to interfere with B&P’s contract.

      We conclude that AMKO has not met its summary-judgment burden to
conclusively establish the affirmative defense of justification; the trial court did not
correctly determine that AMKO had the legal right as a matter of law to interfere
with the contingent-fee agreement between B&P and SPICE. With regard to the
tortious interference and civil conspiracy claims, the trial court erred to the extent
that it granted AMKO’s summary judgment on justification grounds. B&P’s
second issue is sustained.

      E.      Holding as to AMKO

      With regard to B&P’s tortious interference, conspiracy, and conversion
claims, the trial court erred to the extent that it granted summary judgment to
AMKO on res judicata grounds. With regard to B&P’s tortious interference and
conspiracy claims, the trial court erred to the extent that it granted AMKO’s
motion for summary judgment on justification grounds. With regard to the
conversion claims, the trial court erred to the extent that it granted summary
judgment in favor of AMKO on B&P’s claim that AMKO converted the personal
property that was conveyed to it in paragraph 1(d) of the PSA. With regard to
B&P’s tortious interference and conspiracy claims, the trial court erred when it
granted summary judgment in favor of AMKO on the one satisfaction rule because

                                          27
punitive damages are still at issue. With regard to B&P’s conversion claim, the
trial court erred when it granted summary judgment in favor of AMKO on the one
satisfaction rule because the one satisfaction rule does not apply to the conversion
claims in this case.

      In sum, we affirm the portion of the trial court’s order granting summary
judgment in favor of AMKO that disposed of B&P’s claims related to the
conversion of oil and gas interests and the conversion of alleged indebtedness. We
reverse the trial court’s order granting summary judgment in favor of AMKO in all
other respects and remand this cause for proceedings consistent with this opinion.

V.    Conclusion

      To summarize, the trial court erred when it granted AMKO’s and Dr.
Myung’s motions for summary judgment. Specifically, with regard to Dr. Myung’s
motion, we conclude as follows:

           The one satisfaction rule does not apply to B&P’s conversion claim.
           In relation to the tortious interference and civil conspiracy claims, the
            trial court erred when it granted Dr. Myung’s motion for summary
            judgment on the one satisfaction rule because punitive damages are
            still at issue.
With regard to AMKO’s motion for summary judgment, we conclude as follows:

           The one satisfaction rule does not apply to B&P’s conversion claim.
           In relation to the tortious interference and civil conspiracy claims, the
            trial court erred to the extent that it granted AMKO’s motion for
            summary judgment on the one satisfaction rule because punitive
            damages are still at issue.
           To the extent that it did so, the trial court properly granted AMKO’s
            motion for summary judgment on B&P’s claim that AMKO converted
            (1) the oil and gas leasehold interests and working interests conveyed

                                         28
             under the PSA and (2) AMKO’s alleged indebtedness to B&P.
          The trial court erred to the extent that it granted AMKO’s motion for
           summary judgment on B&P’s claim that AMKO converted the
           personal property that was conveyed to it in paragraph 1(d) of the
           PSA.
          The trial court erred to the extent that it granted AMKO’s motion for
           summary judgment on res judicata grounds.
          The trial court erred to the extent that it granted AMKO’s motion for
           summary judgment on justification grounds.
      We therefore reverse the trial court’s order granting summary judgment in
favor of Dr. Myung, affirm in part and reverse in part the trial court’s order
granting summary judgment in favor of AMKO, and remand this cause to the trial
court for proceedings consistent with this opinion.




                                       /s/    Marc W. Brown
                                              Justice


Panel consists of Justices Boyce, Christopher, and Brown.




                                         29
