                                                                                     ACCEPTED
                                                                                  01-14-00482-cv
                                                                      FIRST COURT OF APPEALS
                                                                              HOUSTON, TEXAS
                                                                             9/9/2015 3:32:58 PM
                                                                           CHRISTOPHER PRINE
                                                                                          CLERK


                         NO. 01-14-00482-CV
                                                               FILED IN
                                                        1st COURT OF APPEALS
                      IN THE COURT OF APPEALS               HOUSTON, TEXAS
                   FOR THE FIRST DISTRICT OF TEXAS      9/9/2015 3:32:58 PM
                                                        CHRISTOPHER A. PRINE
                                                                Clerk


                              RSL-3B-IL, LTD.
                                    v.

    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, ET AL.


                    ON APPEAL FROM THE 269TH
             DISTRICT COURT OF HARRIS COUNTY, TEXAS


      RESPONSE OF APPELLEES THE PRUDENTIAL INSURANCE
      COMPANY OF AMERICA AND PRUDENTIAL STRUCTURED
     SETTLEMENT COMPANY F/K/A PROPERTY AND CASUALTY
       INSURANCE COMPANY OF HOLMDEL, NEW JERSEY TO
     APPELLANT'S MOTION FOR REHEARING OR MOTION FOR
                 RECONSIDERATION EN BANC


Patrick B. Larkin                      Of Counsel:
State Bar No. 24013004                 Stephen R. Harris
plarkin@larkin-law.com                 Drinker Biddle & Reath LLP
The Larkin Law Firm PC                 One Logan Square, Suite 2000
11200 Broadway Street, Suite 2705      Philadelphia, PA 19103-6996
Pearland, Texas 77584                  Telephone: (215) 988-2700
Telephone: (281) 412-7 500             Facsimile: (215) 988-2757
Facsimile: (281) 412-7502

Counsel for Appellees The Prudential Insurance
Company of America and Prudential Structured
Settlement Company f/k/a Prudential Property
and Casualty Insurance Company of Holmdel, New Jersey
                                     TABLE OF CONTENTS

                                                                                                               Page


I.     ARGUMENT ................................................................................................. 4
           A. Standard of Review ................................................................... 4
               B.        This Case Was Not a Collateral Attack..................................... 5
               C.        The Trial Court's Decision Should be Affirmed ....................... 7
                D.       RSL Misconstrues the Texas SSPA ................................ .......... 9
               E.       The Court Did Not Expand the Meaning of Transferred
                        Payments .................................................................................. I 0
II.    CONCLUSION ............................................................................................ 14
III.   PRAYER FOR RELIEF ............................................................................... 14




                                                      - 1-
                                   TABLE OF AUTHORITIES

                                                                                                     Page(s)
CASES

Brookshire Bros., Inc. v. Smith,
   176 S.W.3d 30 (Tex. App. -Houston [1st Dist.] 2005, pet. denied) ................... 4

Dall. Nat'/ Ins. Co. v. Calitex Corp.,
  458 S.W.3d 210 (Tex. App. -Dallas 2015) .......................................................... 6

Harris v. Balderas,
  27 S.W.3d 71 (Tex. App.-San Antonio 2000, pet. denied) ............................... 6

Johnson v. Structured Asset Servs., LLC,
   148 S.W.3d 711 (Tex. App.-Dallas 2004, no pet.) ...................................... 2, 13

Kansas City S. Ry. Co. v. Oney,
  380 S.W.3d 795 (Tex. App.-Houston [14th Dist.] 2012, no pet.) ..................... 4

Perry v. Commerce Loan Co.,
   383 U.S. 392, 86 S. Ct. 852, 15 L. Ed. 2d 827 (1966) ....................................... 14

PNS Stores, Inc. v. Rivera,
  379 S.W.3d 267 (Tex. 2012) ................................................................................ 5

Ryals v. Ogden,
   No. 14-07-01008-CV, 2009 Tex. App. LEXIS 6634 (Tex. App.-
   Houston [14th Dist.] Aug. 25, 2009, no pet.) ....................................................... 7

Sharp v. House ofLloyd, Inc.,
   815 S.W.2d 245 (Tex. 1991) .............................................................................. 14

Sigmar v. Anderson,
   212 S.W.3d 789 (Tex. App.-Austin 2006, no pet.) ........................................... 5

Stanley v. Riney,
   970 S.W.2d 636 (Tex. App.--Tyler 1998, no pet.) ............................................ 6-7

State Farm Lloyds v. C.M. W.,
   53 S.W.3d 877 (Tex. App.-Dallas 2001, pet. denied) ....................................... 6




                                                    - 11 -
Transamerica Occidental Life Ins. Co. v. Rapid Settlements, Ltd.,
   284 S.W.3d 385 (Tex. App. -Houston [1st Dist.] 2008, no pet.) ................ 3, 13

Wilson v. Dvorak,
   228 S.W.3d 228 (Tex. App.- San Antonio 2007, pet. denied) .. ....................... 13

STATUTES, RULES & REGULATIONS

Tex. R. App. P. 41.2(c) .............................................................................................. 4

Tex. Civ. Prac. & Rem. Code § 141.002(18) ..................................................... 11-12

Tex. Civ. Prac. & Rem. Code§ 141.005(1) ....................................................... 10-11

Tex. Civ. Prac. & Rem. Code§ 141.005(4) ...................................................... 11 , 13

Tex. Civ. Prac. & Rem. Code§ 141.006(b)(5) ......................................................... 9

Tex. Civ. Prac. & Rem. Code§ 141.007(f) ......................................................... 3, 10

Texas Structured Settlement Protection Act, Tex. Civ. Prac. & Rem. Code§
   141.001 et seq . ..................................... ....................................................... passim




                                                        - lll -
                                  RECORD REFERENCES



       Record citations appearing as "CR" refer to the Original Clerk's Record
filed in the First Court of Appeals on August 12, 2014.

      Record citations appearing as "1st Supp. CR" refer to the 1st Supplemental
Clerk's Record filed in the First Court of Appeals on October 27, 2014.

      Record citations appearing as "2nd Supp. CR" refer to a second
Supplemental Clerk's Record that was filed in the First Court of Appeals on
December 12, 2014. 1

       Record citations appearing as "RR" refer to the Reporter's Record filed in
the First Court of Appeals on December 10, 2013.




1
 This second Supplemental Clerk's Record, when filed, was identified as a "1st Supplemental
Clerk' s Record. " However, it is actually the second supplemental record, the first one having
been filed on October 27, 2014, and therefore, for clarity of citation reference, it is referred to
herein as "2nd Supp. CR."



                                                - IV -
MAY IT PLEASE THE COURT:

       Based on the motion for rehearing or motion for reconsideration en bane

filed by plaintiff-appellant RSL-3B-IL, Ltd. ("RSL"), it is easy to get distracted

from who brought this case and what it is actually about: RSL brought a breach of

contract claim against appellees based on an order for the transfer of structured

settlement payments. 2 RSL did not sue to enforce a court order, and this case was

not about a collateral attack. This was a breach ofcontract case, but without a

contract or a breach.

       While RSL has taken issue with this Court's decision and the outcome of its

appeal, RSL has only itself to blame in creating this situation. RSL, through its

purported assignee Rapid Settlements, Ltd. ("Rapid"), obtained a court order (the

"Rapid Order") directing the Prudential Defendants to remit certain portions of

monthly periodic payments to RSL, even though the Prudential Defendants were

already required by a previous court order to deliver and make payable the entirety

of each periodic payment to a different factoring company, Settlement Capital

Corporation ("SCC"). The Prudential Defendants attempted to resolve the




2
 Appellees here are The Prudential Insurance Company of America (" Prudential") and
Prudential Structured Settlement Company f/k/a Prudential Property and Casualty Insurance
Company of Holmdel, New Jersey (" PSSC") (collectively, the "Prudential Defendants").



                                            - 1-
conflicting orders through a stipulation and amended order. RSL, however, failed

to satisfy its obligations or cooperate to resolve the matter.

       Instead, RSL instituted a new proceeding, asserting a breach of contract

claim against the Prudential Defendants. The Prudential Defendants interpleaded

the funds at issue, disclaiming any interest in them. After a trial on the merits, the

trial court rendered judgment for the Prudential Defendants; the Prudential

Defendants were awarded certain attorneys' fees; and RSL could claim the

interpleaded funds. Yet still, despite the monies being on hold with the registry of

the court and available to RSL, RSL appealed.

      Inexplicably, RSL brought a breach of contract claim to enforce the Rapid

Order. But this claim fails as a matter of law. To divert attention away from this,

RSL attempts to argue now that this case was collateral attack on the Rapid Order,

even though the case was brought by RSL and certainly not as a collateral attack.

      RSL also attempts to tum the Texas Structured Settlement Protection Act,

Tex. Civ. Prac. & Rem. Code§ 141.001 et seq. (the "Texas SSPA"), on its head,

asserting requirements that do not exist in the statute and otherwise interpreting the

statute to absurd results. Texas courts have long recognized the concern for

potential abuse by factoring companies like RSL, and that the Texas SSPA was

enacted to protect against this potential abuse. See Johnson v. Structured Asset

Servs. , LLC, 148 S.W.3d 711 , 728-29 (Tex. App.-Dallas 2004, no pet.);



                                         -2-
Transamerica Occidental Life Ins. Co. v. Rapid Settlements, Ltd., 284 S.W.3d 385,

391 (Tex. App.- Houston [1st Dist.] 2008, no pet.) (op. on reh'g) ("Texas and the

forty-two other states that have enacted structured settlement protection acts did so

to protect unwary tort claimants from potential abuse in their transactions with

factoring companies."). This is also why compliance with the requirements of the

Texas SSP A and fulfilment of its conditions "are solely the responsibility of the

transferee," i.e. , the factoring company like RSL. See Tex. Civ. Prac. & Rem.

Code§ 141.007(±).

       In addition and of significance here is the fact that the structured settlement

obligors and annuity issuers, like PSSC and Prudential, respectfully, are not parties

to or involved in the transfer of payments or the terms therein. These terms are

decided by and between the payee and factoring company. Despite this, RSL

would seek to take rights and safeguards away from the innocent stakeholders, as

well as impose additional obligations and liabilities not found in the Texas SSPA.

Not only does RSL lack authority for this, but it would unfairly punish structured

settlement obligors and annuity issuers and open them up to multiple liabilities,

solely based on transactions and agreements between factoring companies and

payees and not the innocent stakeholders. Such an unjust result cannot be read into

the statute.

       As set forth in the Prudential Defendants' Appellees' Brief and herein, the



                                         -3-
Court reached the correct conclusion, affirming the trial court's judgment. 3 RSL

has not established it is entitled to a rehearing or reconsideration en bane.

                                                  I.
                                          ARGUMENT

A.      Standard of Review

        Rule 41.2(c) supplies the legal standard for determining whether to grant a

motion for en bane reconsideration. See Brookshire Bros., Inc. v. Smith, 176

S.W.3d 30, 40-41 (Tex. App.-Houston [1st Dist.] 2005, pet. denied); Kansas City

S. Ry . Co. v. Oney, 380 S.W.3d 795, 813 (Tex. App.-Houston [14th Dist.] 2012,

no pet.) (Frost, j., concurring).

        The rule provides, "En bane consideration of a case is not favored and

should not be ordered unless necessary to secure or maintain uniformity of the

court's decisions or unless extraordinary circumstances require en bane

consideration." Tex. R. App. P. 41.2(c); Brookshire Bros, 176 S.W.3d at 4l("en

bane reconsideration is limited to situations in which ( 1) en bane reconsideration is

necessary to secure or maintain uniformity of the Court's decisions or (2)

extraordinary circumstances require en bane consideration").




3
  Rather than subject the Court to a lengthy recitation of the facts , the Prudential Defendants
refer the Court to its appellate response brief, filed January 12, 2015, incorporated herein by
reference.



                                                -4-
B.     This Case Was Not a Collateral Attack.

       RSL argues that the present case is a collateral attack on the Rapid Order.

However, a collateral attack is an "attempt to avoid the effect of a judgment in a

proceeding not instituted for the purpose of correcting, modifying, or vacating the

judgment, but in order to obtain some specific relief, which the judgment currently

stands as a bar against"). Sigmar v. Anderson, 212 S.W.3d 789, 793 (Tex. App.-

Austin 2006, no pet.); PNS Stores, Inc. v. Rivera, 379 S.W.3d 267, 272 (Tex. 2012)

("collateral attack seeks to avoid the binding effect of a judgment in order to obtain

specific relief that the judgment currently impedes").

      The Prudential Defendants did not institute these proceedings. RSL brought

this case - as a breach of contract case - and, if anything, was seeking to enforce

the Rapid Order. The Prudential Defendants simply denied the breach of contract

claim, while also filing a Petition for Interpleader, disclaiming any right or interest

in the Payments at Issue and seeking certainty regarding to whom the Payments at

Issue should be made because of the two conflicting orders. See 1st Supp. CR 24-

114 at 34-3 5. It is not clear how RSL' s breach of contract case is a proceeding

instituted "in order to obtain some specific relief, which the judgment [i.e., the




                                         -5-
    Rapid Order] currently stands as a bar against." 4 RSL has not established that this

    proceeding is a collateral attack.

          Further, this Court, in its July 9, 2015 Judgment, simply affirmed the trial

court's judgment. In the trial court's final judgment, it ordered that RSL "recover

the remaining interpleader funds" after the jury award of attorneys' fees was

provided to the Prudential Defendants. See CR 5. In other words, RSL can claim

the funds it seeks, and this relief is in line with - not a bar against - the relief in the

Rapid Order. Thus, RSL has not demonstrated how this case, which it instituted,

collaterally attacks the Rapid Order. See Dall. Nat'l Ins. Co. v. Calitex Corp., 458

S.W.3d 210 (Tex. App. - Dallas 2015) (determination in present case would not

impact underlying judgment; therefore the proceeding was not a collateral attack

on the underlying judgment); State Farm Lloyds v. C.M. W., 53 S.W.3d 877 (Tex.

App.- Dallas 2001 , pet. denied) (declaratory judgment action was not collateral

attack on underlying judgment); Harris v. Balderas, 27 S.W.3d 71 , 74 (Tex.

App.- San Antonio 2000, pet. denied) (suit was not collateral attack); Stanley v.

Riney, 970 S.W.2d 636, 639 (Tex. App.--Tyler 1998, no pet.) ("suit to divide




4
  Indeed, if anything, this case and the Rapid Order was an impermissible collateral attack on the
SCC Order. With the Rapid Order, Rapid and RSL sought to obtain relief, i. e., payments,
against which the SCC Order stood as a bar, because such payments were already scheduled to
go to SCC. While RSL argues that the Rapid Order binds this Court, see Motion at p. 9 et seq., it
is not cl ear why RSL believes that the SCC Order is not binding as well.



                                              -6-
undivided assets was not a collateral attack on the Rusk County annulment decree,

but a statutorily authorized procedure to accomplish an act which had not yet been

done"); Ryals v. Ogden, No. 14-07-01008-CV, 2009 Tex. App. LEXIS 6634, *7

(Tex. App.-Houston [14th Dist.] Aug. 25, 2009, no pet.) (mem. op.) (suit was not

a collateral attack because it did not seek to avoid the effect of judgment).

C.     The Trial Court's Decision Should be Affirmed.

       The motion for rehearing or reconsideration en bane should be denied, as the

trial court's decision was correctly affirmed.

       Even assuming for argument's sake that this action was an improper

collateral attack on the Rapid Order and even assuming the Rapid Order is valid

and enforceable, the Court still correctly affirmed the trial court's decision. The

issue here was whether RSL had a breach of contract claim against the Prudential

Defendants. This claim failed.

      Part of the confusion that RSL attempts to create here stems from RSL' s

reliance on the Rapid Order as the basis for its breach of contract. However, as set

forth in the Prudential Defendant's Appellees' Brief, court orders cannot constitute

contracts; they do not have the requisite elements of a contract; and the Prudential

Defendants cannot be held contractually liable for confusing or inaccurate court

orders. See Appellees' Brief at Section III(B)(l ).




                                         -7 -
         Further, RSL failed to prove that that there was a contract assigned to RSL

and that the Prudential Defendants were parties to such a contract. RSL purports to

have been assigned the rights to the Annuity payments in the Rapid Order.

However, the Annuity contract was not owned by Adegoke, and without such

ownership rights, she did not have the right to direct or assign the payments. In

addition, case law makes clear that an annuitant, like Adegoke, has no enforceable

interest in the annuity, and, therefore, neither does anyone purporting to make a

claim through her, like RSL. See Appellees' Brief at Section III(B)(2)-(3); see also

Appellees' Brief at Section III(B)(S)-(6)

         RSL' s attempt to point to other contracts likewise fails. Such purported

contracts, such as the Settlement Agreement, Qualified Assignment, and Transfer

Agreement, are unavailing to RSL, because RSL failed to prove that those

contracts were assigned to RSL and that the Prudential Defendants were parties.

See Appellees' Brief at Section III(B)( 4), (7). Moreover, this Court recognized

that the "evidence conclusively proves that Prudential owed no payment obligation

to Adegoke when she entered into the RSL transfer agreement," i.e., the Transfer

Agreement between Adegoke and Rapid. See Opinion, p. 14; see also SCC Order.

RSL's problem is that it sought the purported payment obligation from the wrong

party.




                                          -8-
       RSL's claim is not recognized by the courts in Texas or elsewhere. To allow

such a claim to succeed would reward RSL for creating this situation by obtaining

a conflicting order and refusing the other parties' attempts to resolve the problem.

It would be yet another instance of a factoring company bullying innocent

stakeholders who get dragged into these disputes based on factoring transactions to

which they were not a party. It would further spur abusive practices by factoring

companies and create untold and unfounded liabilities for innocent stakeholders.

D.     RSL Misconstrues the Texas SSPA

       RSL provides a blatant misreading of the Texas SSPA by stating that

interested parties under the statute "must" file written comments or written

responses to a transfer application. See Motion, p. 13. That is not what the Texas

SSPA provides. It states that notice must be given that "any interested party is

entitled to support, oppose, or otherwise respond to the transferee's application,

either in person or by counsel, by submitting written comments to the court or by

participating in the hearing." Tex. Civ. Prac. & Rem. Code§ 141.006(b)(5). Thus,

an interested party is entitled to - i.e., can, if it so chooses - support, oppose, or

otherwise respond to a transfer petition, and it can do so by submitting written

comments or by participating in the hearing.

      The Court's reading of the statute, that the SSPA has no provision imposing

the responsibility on the Prudential Defendants to intervene and call attention to



                                          -9-
the prior order, is reasonable. The plain language of the statute gives an interested

party the ability to support or oppose the transfer. This makes sense, as a factoring

company may have otherwise attempted to bar such interested party from the

transfer proceedings without the inclusion of such a provision in the statute. But

the Texas SSPA by its plain terms does not obligate an interested party to

participate.

       While the factoring companies would certainly like to shift the burden away

from themselves, the Texas SSPA specifically contains provisions that put the

burden on the factoring company for compliance and shift liability away from the

structured settlement obligor and annuity issuer. See Tex. Civ. Prac. & Rem. Code

§ 141.007(f) ("Compliance with the requirements in Section 141.003 and

fulfillment of the conditions in Section 141.004 are solely the responsibility of the

transferee in any transfer of structured settlement payment rights, and neither the

structured settlement obligor nor the annuity issuer bear any responsibility for, or

any liability arising from, noncompliance with the requirements or failure to fulfill

the conditions."). RSL's interpretation of the statute has no support.

E.    The Court Did Not Expand the Meaning of Transferred Payments.

      Under the Texas SSPA, following the transfer of structured settlement

payment rights, "the structured settlement obligor and the annuity issuer shall, as to

all parties except the transferee, be discharged and released from any and all



                                        - 10 -
liability for the transferred payments." Tex. Civ. Prac. & Rem. Code§ 141.005(1).

RSL argues that, in reference to the factoring transaction with SCC, this provision

only discharges and releases the Prudential Defendants as to certain portions of the

periodic payments and not the entire monthly payment. See Motion at p. 16.

      First, however, part of the transaction between SCC and Adegoke included

an agreement whereby SCC would service certain portions of the payments. This

was likely due to the fact that under the Texas SSPA, "neither the structured

settlement obligor nor the annuity issuer may be required to divide any periodic

payment between the payee and any transferee or assignee or between two or more

transferees or assignee." Tex. Civ. Prac. & Rem. Code§ 141.005(4). In other

words, because the Prudential Defendants could not legally be obligated to split

payments, part of the agreement between SCC and Adegoke included an

agreement that   sec would receive the full amount of each payment and service a
portion to Adegoke. This servicing arrangement was a consideration in the cost of

the transaction, namely, whether sec would enter into the factoring transaction,

what payments it would purchase, and the amount of the lump sum it would

provide to Adegoke. In the factoring transaction, Adegoke agreed, in exchange for

a lump sum payment, that sec would receive the entire amount of each periodic

payment, keep a portion for itself, and send another portion to Adegoke. This

constitutes a "transfer" under the Texas SSPA. See Tex. Civ. Prac. & Rem. Code§



                                       - 11 -
141.002(18) (" 'Transfer' means any sale, assignment, pledge, hypothecation, or

other alienation or encumbrance of structured settlement payment rights made by a

payee for consideration").

       Second, and more significantly, RSL' s interpretation of the Texas SSPA

dismisses the language of the SCC Order. The SCC Order states that the

Prudential Defendants are "directed to deliver and make payable to Transferee

Settlement Capital Corporation" the full amount of each monthly periodic

payment. See RR, Vol. 6, Plaintiffs Ex. 4, p. 3 (emphasis added). It was not the

case that the Prudential Defendants split the payments between SCC and Adegoke

or made two checks to two payees. They had to make the entire amount payable to

sec, and in doing so, were transferring the entire payment to sec.
        Under RSL's interpretation, following entry of the SCC Order, the

Prudential Defendants were only released and discharged from liability as to

certain portions of the periodic payments, despite the obligation to send the entirety

of each periodic payment to SCC. See Motion, p. 16. In other words, under RSL's

interpretation, even though the Prudential Defendants had to send and make

payable each periodic payment to SCC, and even though the Prudential Defendants

could not be required to split the payments, they could still be liable for portions of

such payments after they were remitted to SCC. This makes no sense and shifts

the risk back onto the innocent stakeholders that were not even parties to the



                                         - 12 -
transfer agreement. This reading is wholly out of line with the purpose of the

SSP As, which is to regulate factoring transactions and protect against abuses by

factoring companies. See Johnson, 148 S.W.3d at 728-29; Transamerica

Occidental Life, 284 S.W.3d at 391.

      More significantly, RSL 's interpretation would effectively mean that any

court-approved transfer that has ever taken place under the Texas SSPA that

involved a servicing agreement did not actually discharge the structured settlement

obligor or annuity issuer for the serviced payments, and that any payee could then

come back at such parties for the payments made to the factoring companies. For

the future, this means that, despite the legal provision that "neither the structured

settlement obligor nor the annuity issuer may be required to divide any periodic

payment," see Tex. Civ. Prac. & Rem. Code§ 141.005(4), if they do not agree to

split the payments, they could still be liable for such amounts after remitting them

to the factoring company. The structured settlement obligor and annuity issuer are

never parties to the transfer agreements, and this would either make them bear the

risk and multiple liability or make them effectively do what they cannot be legally

obligated to do (split payments), depending on terms decided between the factoring

companies and payees.

      This kind of conclusion cannot be countenanced. Statutory interpretation

does not allow for absurd or unreasonable results. See Wilson v. Dvorak, 228



                                         - 13 -
S.W.3d 228, 232-3 (Tex. App.-San Antonio 2007, pet. denied) ("We presume the

Legislature intended a just and reasonable result in enacting a statute ... therefore,

we avoid statutory interpretations that would produce absurd results"); Sharp v.

House ofLloyd, Inc. , 815 S.W.2d 245, 249 (Tex. 1991) ("Interpretations of statutes

which would produce absurd results are to be avoided"); see also Perry v.

Commerce Loan Co., 383 U.S. 392, 400, 86 S. Ct. 852, 15 L. Ed. 2d 827 (1966)

(avoiding statutory interpretations that lead futile, absurd, or unreasonable results).

                                       II.
                                   CONCLUSION

       In this case, RSL sought payment from the wrong parties, as the Prudential

Defendants owed no payment obligation to Adegoke at the time she entered into

the deal with Rapid. Rather than correcting its mistake, RSL decided to double

down on its error by asserting a baseless breach of contract claim against the

Prudential Defendants. Its breach of contract claim failed on multiple grounds.

Despite losing at trial and yet still able to obtain the monies it sought, it continues

this needless litigation. With its most recent filing, it has failed to demonstrate that

the Court should grant a rehearing or reconsideration en bane.

                                          III.
                              PRAYER FOR RELIEF

      For all of the foregoing reasons, the Prudential Defendants respectfully

request that the Court deny RSL 's motion for rehearing or reconsideration en bane,




                                         - 14 -
deny the relief sought in RSL' s appeal, dismiss this appeal, and affirm the trial

court's orders and jury's award of attorneys' fees and interest to the Prudential

Defendants.



Dated September 9, 2015                          Respectfully submitted,

                                                    Isl Patrick B. Larkin
                                                 Patrick B. Larkin
                                                 State Bar No. 24013004
                                                 plarkin@larkin-law.com
                                                 THE LARKIN LAW FIRM, P.C.
                                                 11200 Broadway Street, Suite 2705
                                                 Pearland, Texas 77584
                                                 Telephone: (281) 412-7500
                                                 Facsimile: (281) 412-7 502

                                                 Of Counsel:
                                                 Stephen R. Harris (admitted pro hac
                                                 vice)
                                                 DRINKER BIDDLE & REATH LLP
                                                 One Logan Square, Suite 2000
                                                 Philadelphia, PA 19103-6996
                                                 Telephone: (215) 988-2700
                                                 Facsimile: (215) 988-2757

                                                 Counsel for Appellees The
                                                 Prudential Insurance Company of
                                                 America and Prudential Structured
                                                 Settlement Company flk/a
                                                 Prudential Property and Casualty
                                                 Insurance Company of Holmdel,
                                                 New Jersey




                                        - 15 -
                        CERTIFICATE OF COMPLIANCE


        I certify the Response of Appellees The Prudential Insurance Company of
America and Prudential Structured Settlement Company f/k/a Prudential Property
and Casualty Insurance Company of Holmdel, New Jersey to Appellant's Motion
for Rehearing or Motion for Reconsideration En Banc complies with the word-
count limit specified by Texas Rule of Appellate Procedure 9.4(i)(2)(B).
According to the word counter used by Microsoft Word (version 14.0.6112.5000)
computer software, this brief contains 3306 words of text, excluding the
certificates.


                           CERTIFICATE OF SERVICE

      I hereby certify that on this 9th day of September, 2015, I electronically filed

the foregoing instrument with the Clerk of the Court using the CM/ECF system

and have served all counsel of record, in compliance with Texas Rule of Appellate

Procedure 9.5.

                                   E. John Gorman
                                  John R. Craddock
                            The Feldman Law Firm LLP
                                Two Post Oak Central
                          1980 Post Oak Blvd., Suite 1900
                            Houston, Texas 77056-3877
                        Counsel for Appellant, RSL-3B-IL, Ltd.


                                    Earl S. Nesbitt
                                    Davis S. Vassar
                           Nesbitt, Vassar & McCown, LLP
                           15851 Dallas Parkway, Suite 800
                               Addison, Texas 75001
                 Counsel for Appellee, Settlement Capital Corporation




                                         -I -
               Greg Hill
     Greg Hill, Attorney, PLLC
    11200 Broadway, Suite 2743
        Pearland, Texas 77584
Counsel for Appellee, Olubumi Adegoke




                  /s/ Patrick B. Larkin
               PATRICK B. LARKIN




                -2-
