AFFIRMED; Opinion Filed July 11, 2019.




                                             In The
                                Court of Appeals
                         Fifth District of Texas at Dallas
                                      No. 05-18-00747-CV

              TRANSAMERICA LIFE INSURANCE COMPANY, Appellant
                                   V.
                        JILLIAN HELMER, Appellee

                      On Appeal from the 192nd Judicial District Court
                                   Dallas County, Texas
                           Trial Court Cause No. DC-96-06849

                             MEMORANDUM OPINION
                          Before Justices Bridges, Brown, and Nowell
                                  Opinion by Justice Nowell
       Appellant Transamerica Life Insurance Company (“Transamerica”) filed an Amended

Motion for Show Cause Order and to Enforce Settlement and Final Judgment. In response,

appellee Jillian Helmer filed a plea to the jurisdiction and, in the alternative, opposition to

Transamerica’s motion.     Following a hearing, the trial court granted Helmer’s plea to the

jurisdiction and denied Transamerica’s request on the ground it lacked subject matter jurisdiction

to decide the amended motion. Alternatively, the trial court concluded that even if it had subject

matter jurisdiction over the amended motion, it would decline to exercise it. In two issues,
Transamerica asserts the trial court erred by concluding it lacked subject matter jurisdiction and

by declining to exercise jurisdiction. We affirm the trial court’s order.1

                                                    PROCEDURAL BACKGROUND

           This appeal presents an usual fact pattern involving three proceedings: a class-action that

was settled in 2000 after litigation in the 192nd Civil District Court of Dallas County; a case

currently pending in the United States District Court for the Northern District of California; and

the proceedings giving rise to this appeal, which were filed in the original cause number of the

case settled in 2000.

           In 1996, Richard Oakes and others brought a class-action lawsuit against Bankers United

Life Assurance Company, AEGON USA, Inc., and others for, among other things, misrepresenting

the terms and financial performance of insurance products sold to the plaintiffs. Four years later,

in 2000, the parties reached a settlement agreement, which was incorporated into the trial court’s

Final Order and Judgment. The Final Order and Judgment states in part:

           The Court has jurisdiction to enter this Final Order and Judgment. Without in any
           way affecting the finality of this Final Order and Judgment, this Court hereby
           retains jurisdiction as to all matters relating to administration, consummation,
           enforcement and interpretation of the Settlement Agreement and of this Final Order
           and Judgment, and for any other necessary purpose.

           On May 31, 2017, in the Northern District of California, Helmer sued Transamerica, as

successor-in-interest to Bankers Life Assurance Company and AEGON USA, Inc., for unfair and

deceptive business practices, fraudulent inducement, breach of contract, and breach of the

covenant of good faith and fair dealing, and also sought a declaration that the Oakes Final Order

and Judgment does not affect Transamerica’s obligations that are the subject of the California

lawsuit (“California Litigation”). Helmer alleged Transamerica refused to honor the terms of two


     1
       Transamerica also filed a petition for writ of mandamus requesting this Court vacate the trial court’s order and instruct the trial court to
decide the merits of its amended motion to enforce. Transamerica subsequently filed a motion to consolidate the original proceeding with this
appeal, which the Court granted. Because Transamerica has an adequate appellate remedy, we deny the request for mandamus relief. See In re
Prudential Ins. Co., 148 S.W.3d 124, 135–36 (Tex. 2004) (orig. proceeding).

                                                                      –2–
permanent life insurance contracts purchased in 1990.                                              According to Helmer’s Petition,

Transamerica “claimed that it was not required to make these contractual payments because the

policies at issue were subject to a class action settlement reached 15 years earlier, in 2000, in an

action brought in the District Court for Dallas County, Texas, case no. 96-06849 entitled Oakes v.

Bankers United Life Assurance Company et al.” Transamerica filed a motion to dismiss the

California Litigation, contending the dispute falls within the terms of the Oakes settlement

agreement. The federal judge in California issued an order denying Transamerica’s motion to

dismiss without prejudice. The order states:

             [T]he District Court of Dallas County, Texas retained “jurisdiction as to all matters
             relating to the administration, consummation, enforcement and interpretation of the
             Settlement Agreement of this Final Order and Judgment, and for any necessary
             purpose.” It is proper for the court with jurisdiction over the settlement agreement
             to determine whether [Helmer’s] current claims are barred by res judicata.

(internal citation omitted). The judge stayed the California Litigation “pending resolution of a

motion in the Oakes action to enforce the settlement agreement and judgment.”

             Pursuant to the judge’s order, Transamerica returned to Texas and filed a motion to enforce

the settlement agreement, specifically seeking an injunction “enjoining [Plaintiff] from

prosecuting her claims” in the California Litigation.2 Transamerica filed its motion in the Oakes

cause number. The California court issued another order stating a Texas state court lacks power

to award Transamerica’s requested relief; the California court instructed Transamerica to “request

a declaratory judgment regarding whether Plaintiff’s claims in this action are barred by the Oakes

Final Judgment.”3 Transamerica then filed the motion at issue in this appeal “seek[ing] a

declaratory judgment holding that Respondent’s claims in Helmer, which is pending in the United

States District Court for the Northern District of California, are barred by the Oakes settlement


     2
      Although Transamerica’s original motion does not appear in our record, it is discussed and quoted in an opinion from the California court.
See Helmer v. Transamerica Life Ins. Co., 17-CV-03129-JSW, 2018 WL 5784715, at *3 (N.D. Cal. Feb. 5, 2018).
     3
         The California court’s order states the court will lift the stay if Transamerica fails to amend its motion as instructed. See id. at *3.

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and judgment.” Transamerica asserts Helmer was a member of the Oakes class, received notice

of the settlement, and elected to receive settlement benefits. Regardless of these past events,

Transamerica claims, Helmer now attempts to litigate the claims she released in Oakes. Thus,

Transamerica asked the trial court to “hold that the releases contained in the Oakes settlement and

judgment preclude Respondent’s claims in Helmer.”

       Helmer filed a plea to the jurisdiction asserting the trial court lacked subject matter

jurisdiction and, alternatively, an opposition to Transamerica’s amended motion. Following a

hearing, the trial court denied Transamerica’s amended motion and granted Helmer’s plea to the

jurisdiction. The trial court’s order states it lacks subject matter jurisdiction to decide the amended

motion and, alternatively, even if the court had jurisdiction over the amended motion, it would

exercise its discretion and decline to exercise that jurisdiction. This appeal followed.

                                          LAW & ANALYSIS

       In its first issue, Transamerica asserts the trial court erred by concluding it lacks subject

matter jurisdiction to interpret and enforce the Oakes judgment. A plea to the jurisdiction

challenges a trial court’s power to exercise subject matter jurisdiction over a claim. Alamo Heights

Indep. Sch. Dist. v. Clark, 544 S.W.3d 755, 770-71 (Tex. 2018); Tex. Dep’t of Parks & Wildlife v.

Miranda, 133 S.W.3d 217, 225-26 (Tex. 2004). We review the trial court’s ruling on a plea to the

jurisdiction de novo. Miranda, 133 S.W.3d at 228.

       “[T]he jurisdiction of Texas courts—the very authority to decide cases—is conferred solely

by the constitution and the statutes of the state.” State v. Morales, 869 S.W.2d 941, 942 (Tex.

1994). The scope of a trial court’s jurisdiction is extremely limited after its plenary power expires.

Panda Energy Corp. v. Allstate Ins. Co., 91 S.W.3d 29, 32 (Tex. App.—Dallas 2002, pet. granted,

judgm’t vacated w.r.m.). The court’s limited power only may be exercised to “cause its judgments

and decrees to be carried into execution.” Id. (quoting TEX. R. CIV. P. 308). To achieve this end,

                                                 –4–
the court may employ “suitable methods.” Id. (quoting Arndt v. Farris, 633 S.W.2d 497, 499 (Tex.

1982)). Although there are no strict guidelines about what constitutes a “suitable method” to

enforce or aid in the enforcement of a judgment, the prevention of other suits that may directly

interfere with enforcement of the judgment is within the court’s power. Id. at 32-33 (citing Milam

Cnty. Oil Mill Co. v. Bass, 106 Tex. 260, 163 S.W. 577, 578 (1914) (orig. proceeding)).

       When analyzing a court’s power to prevent other lawsuits from going forward, the Texas

Supreme Court stated: “there is a manifest difference between the enforcement of a judgment and

the prevention of a suit which makes no attempt to obstruct its execution but denies its

conclusiveness upon what is alleged to be another cause of action.” Milam Cnty. Oil Mill Co., 163

S.W. at 578. The court emphasized that the jurisdiction of a court is not invaded by the mere

assertion of rights in contravention of a judgment so long as the operation of the judgment is left

unimpeded. The supreme court in Milam concluded it lacked jurisdiction to enjoin a second suit

because its prosecution did not directly affect the court’s judgment. See id. at 579.

       Seventy-five years later, the Texas Supreme Court continued applying Milam, stating:

       The power of a court to enforce its jurisdiction does not include an authority to
       prevent the prosecution of any suit to which a judgment of the court may be an
       effectual bar, but which . . . makes no attempt to disturb it, or to interfere with its
       execution. . . . The assumption of such right would invest a court not merely with
       the control of its own judgments and authority to enforce its jurisdiction, but with
       a further power to govern other courts in the exercise of their lawful jurisdiction;
       and the result would be that the issue of the conclusiveness of a judgment upon
       what is urged as a distinct cause of action could never be determined except by the
       court that rendered it.

Holloway v. Fifth Court of Appeals, 767 S.W.2d 680, 684 (Tex. 1989) (orig. proceeding) (quoting

Milam, 163 S.W. at 578–79).

       The parties agree the trial court’s plenary power over the Oakes litigation expired.

Transamerica argues the trial court has jurisdiction over its request for a declaratory judgment

because, in the Oakes judgment, it expressly “retain[ed] jurisdiction as to all matters relating to

                                                –5–
administration, consummation, enforcement and interpretation of the Settlement Agreement and

of this Final Order and Judgment, and for any other necessary purpose,” and its requested

declaratory judgment is a post-judgment enforcement action. In so far as Transamerica’s argument

relies on any proclamation by the trial court that it could retain jurisdiction beyond what is

conferred upon it by statute or the constitution, that argument fails. See Morales, 869 S.W.2d at

942.

       Transamerica also argues the trial court retained jurisdiction because Transamerica is

seeking to enforce the Oakes judgment. Texas law grants jurisdiction to trial courts to use suitable

methods to cause their judgments to be executed. See, e.g., Panda Energy, 91 S.W.3d at 32.

Transamerica relies on the following facts to support its contention it seeks to enforce the Oakes

judgment: (1) Helmer’s predecessors were members of the Oakes class; (2) they received notice

of the Oakes settlement and final judgment; and (3) they did not opt out of the class and instead

participated in the settlement process. Transamerica does not explain how these facts or its

requested declaratory judgment would cause the Oakes judgment to be executed or how the

California Litigation, if permitted to proceed, may directly interfere with the enforcement of the

Oakes judgment.

       A thorough review of the record shows Transamerica does not seek to execute the Oakes

judgment, but rather seeks a ruling about whether Helmer’s claims in the California Litigation are

barred by the Oakes judgment. Stated another way, Transamerica desires a ruling about whether

Helmer’s claims are barred by res judicata. Res judicata prevents the relitigation of a claim or

cause of action that has been finally adjudicated. Engelman Irrigation Dist. v. Shields Bros., Inc.,

514 S.W.3d 746, 750 (Tex. 2017). Resolution of matters of res judicata belong to the court with

jurisdiction over the subsequent litigation. See generally TEX. R. CIV. P. 94 (affirmative defenses

include res judicata). Before Transamerica filed the current action, it sought dismissal of the

                                                –6–
California Litigation on the basis that the Oakes judgment resolved the issues presented in the

California Litigation. Rather than ruling on the motion, the California court ordered the parties to

return to Texas because “[i]t is proper for the court with jurisdiction over the settlement agreement

to determine whether [Helmer’s] current claims are barred by res judicata.”               In Texas,

Transamerica initially requested an injunction “enjoining [Plaintiff] from prosecuting her claims”

in California; the California court then instructed Transamerica to “request a declaratory judgment

regarding whether Plaintiff’s claims in this [California] action are barred by the Oakes Final

Judgment.” Transamerica did so, asking for “a declaratory judgment holding that Respondent’s

claims in Helmer . . . are barred by the Oakes settlement and judgment.” The history of this issue

in this case shows Transamerica seeks to preclude Helmer from litigating her claims in California

because the Oakes litigation resolved those issues. Transamerica does not seek to enforce or

execute the Oakes judgment; it wishes to use the Oakes judgment as a shield to prevent further

litigation under the principles of res judicata.

        The record does not show the California Litigation may interfere with the enforcement of

the Oakes judgment or obstruct its execution. Rather, Helmer “denies its conclusiveness upon

what is alleged to be another cause of action.” See Milam Cnty. Oil Mill Co., 163 S.W. at 578.

We conclude that the trial court lacked jurisdiction to consider Transamerica’s requested

declaratory judgment because Helmer’s second lawsuit does not directly affect the Oakes

judgment. When, as here, “the second suit does not affect the efficacy of the judgment, . . . ‘[t]he

remedy lies in the trial court in the defensive plea of res judicata.’” Panda Energy, 91 S.W.3d at

34 (quoting City of Dallas v. Dixon, 365 S.W.2d 919, 923 (Tex. 1963), rev’d on other grounds sub

nom., Donovan v. City of Dallas, 377 U.S. 408, 84 S.Ct. 1579, 12 L.Ed.2d 409 (1964)). “To hold

otherwise . . . would result in the abandonment of the res judicata defense in favor of extraordinary

remedies.” Id.

                                                   –7–
           Assuming Transamerica is correct in its assertion that Helmer is attempting to relitigate

issues finally decided in the Oakes judgment, we perceive no direct effect that the California

Litigation has on the Oakes judgment. The judgment and rights of the parties thereunder are as

enforceable now as they were before the California Litigation was filed. See id. at 35. To the

extent Transamerica is concerned about protracted litigation and conflicting judgments, its

potential remedy lies in the California court. See id. at 36. Because the California Litigation has

no direct effect on the enforcement of the Oakes judgment, the trial court did not err by denying

Transamerica’s amended motion for show cause order and to enforce settlement and final

judgment and granting Helmer’s plea to the jurisdiction. We overrule Transamerica’s first issue.4

                                                                 CONCLUSION

           We affirm the trial court’s order granting Helmer’s plea to the jurisdiction and denying

Transamerica’s request for a declaratory judgment.




                                                                             /Erin A. Nowell/
                                                                             ERIN A. NOWELL
                                                                             JUSTICE

180747F.P05




      4
        Based on our resolution of Transamerica’s first issue, we need not consider its second issue asserting the trial court abused its discretion by
not exercising its subject matter jurisdiction. See TEX. R. APP. P. 47.1.

                                                                        –8–
                               Court of Appeals
                        Fifth District of Texas at Dallas
                                      JUDGMENT

 TRANSAMERICA LIFE INSURANCE                          On Appeal from the 192nd Judicial District
 COMPANY, Appellant                                   Court, Dallas County, Texas
                                                      Trial Court Cause No. DC-96-06849.
 No. 05-18-00747-CV         V.                        Opinion delivered by Justice Nowell.
                                                      Justices Bridges and Brown participating.
 JILLIAN HELMER, Appellee

        In accordance with this Court’s opinion of this date, the trial court’s order denying
appellant Transamerica Life Insurance Company’s amended motion for show cause order and to
enforce settlement and final judgment and granting appellee Jillian Helmer’s plea to the
jurisdiction is AFFIRMED.

     Appellant Transamerica Life Insurance Company’s request for mandamus relief is
DENIED.

      It is ORDERED that appellee Jillian Helmer recover her costs of this appeal from appellant
Transamerica Life Insurance Company.


Judgment entered this 11th day of July, 2019.




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