                                                                                      ACCEPTED
                                                                                 03-15-00078-CV
                                                                                        4671425
                                                                       THIRD COURT OF APPEALS
                                                                                  AUSTIN, TEXAS
                                                                           3/27/2015 11:57:00 AM
                                                                                JEFFREY D. KYLE
                                                                                          CLERK

                           No. 03-15-00078-CV
__________________________________________________________________
                                                         FILED IN
                                                  3rd COURT OF APPEALS
            IN THE THIRD DISTRICT COURT OF APPEALSAUSTIN, TEXAS
                          AUSTIN, TEXAS           3/27/2015 11:57:00 AM
                                                      JEFFREY D. KYLE
__________________________________________________________________
                                                           Clerk

                               CHRIS BELL,
                                Appellant

                                   v.

             REPUBLICAN GOVERNORS ASSOCIATION
                             Appellee
__________________________________________________________________

        On appeal from the 261st Judicial District Court, Travis County
                      Honorable John Dietz Presiding
__________________________________________________________________

                      BRIEF OF APPELLANT
__________________________________________________________________

                                  ELIZABETH G. BLOCH
                                  State Bar No. 02495500
                                  Heidi.bloch@huschblackwell.com
                                  THOMAS H. WATKINS
                                  State Bar No. 20928000
                                  Tom.watkins@huschblackwell.com
                                  Husch Blackwell LLP
                                  111 Congress, Suite 1400
                                  Austin, Texas 78701
                                  (512) 472-5456
                                  (512) 479-1101 (fax)

                                  Attorneys for Appellant Chris Bell

                         ORAL ARGUMENT REQUESTED



AUS-6075539-1 523389/1
                         INTERESTED PARTIES

APPELLANT                              ATTORNEYS FOR APPELLANTS

Chris Bell                             Trial Counsel
                                       Randall B. Wood
                                       Doug W. Ray
                                       Ray & Wood
                                       2700 Bee Caves Rd. #200
                                       Austin, Texas 78746

                                       Counsel on Appeal
                                       Elizabeth G. Bloch
                                       Thomas H. Watkins
                                       Husch Blackwell LLP
                                       111 Congress, Suite 1400
                                       Austin, Texas 78701

APPELLEE                               ATTORNEYS FOR APPELLEE

Republican Governors Association       Trial Counsel and Counsel on Appeal
                                       Terry L. Scarborough
                                       Hance Scarborough, LLP
                                       111 Congress, Suite 500
                                       Austin, Texas 78701




                                   i
AUS-6075539-1 523389/1
                                         TABLE OF CONTENTS
INTERESTED PARTIES .......................................................................................... i
TABLE OF CONTENTS .......................................................................................... ii
INDEX OF AUTHORITIES.................................................................................... iii
STATEMENT OF THE CASE ..................................................................................v
STATEMENT REGARDING ORAL ARGUMENT ............................................. vi
ISSUES PRESENTED............................................................................................ vii
STATEMENT OF FACTS ........................................................................................1
SUMMARY OF THE ARGUMENT ........................................................................2
ARGUMENTS AND AUTHORITIES .....................................................................3
         I.       Standard of review.................................................................................3
         II.      The trial court abused its discretion in awarding the RGA its
                  attorney’s fees........................................................................................4
                  A.       Suits under the Election Code. ....................................................5
                  B.       The state has a strong public interest in ensuring
                           compliance with the state’s campaign finance laws, and
                           encouraging private enforcement actions furthers that
                           goal. .............................................................................................6
                  C.       The Code Construction Act mandates that the legislature
                           is presumed to have favored public interest over any
                           private interest. ............................................................................7
                  D.       The award of attorney’s fees here will discourage future
                           private enforcement actions, in derogation of both
                           legislative intent and public policy. ............................................8
CONCLUSION ........................................................................................................10
CERTIFICATE OF COMPLIANCE .......................................................................11
CERTIFICATE OF SERVICE ................................................................................12
APPENDIX ..............................................................................................................13




                                                            ii
                                     INDEX OF AUTHORITIES
                                            FEDERAL CASES
Buckley v. Valeo,
   424 U.S 1 (1976) ..................................................................................................5
McCutcheon v. Fed. Elec. Comm’n,
  134 S.Ct. 1434 (2014) ..........................................................................................5
Fed. Elec. Comm’n v. National Conservative Pol. Action Comm.,
   470 U.S. 480 (1985) .............................................................................................5

                                               STATE CASES
Mercedes-Benz Credit Corp. v. Rhyne,
   925 S.W.2d 664 (Tex. 1996) ...............................................................................4
Goode v. Shoukfeh,
   943 S.W.2d 441 (Tex. 1997) ...............................................................................3
In re Pirelli Tire,
    247 S.W.3d 670 (Tex. 2007) ...........................................................................3, 4
King Street Patriots v. Texas Democratic Party,
   No. 03-12-00255-CV, --- S.W.3d ---, 2014 WL 7014378 (Tex. App.—
   Austin December 8, 2014, no pet. h.) ...................................................................6
Osterberg v. Peca,
   12 S.W.3d 31 (Tex. 2000)................................................................................6, 7
Ragsdale v. Progressive Voters League,
   790 S.W.2d 77 (Tex. App.—Dallas), aff’d in part and rev’d in part on
  other grounds, 881 (Tex. 1990))...........................................................................6
Republican Governors Association v. Bell,
   412 S.W.3d 42 (Tex. App.—Austin 2013, pet. denied) ................................ iv, 1
Samlowski v. Wooten,
   332 S.W.3d 404 (Tex. 2011) ...........................................................................4, 7
Texas Comptroller of Public Accounts v. Attorney General of Texas,
   244 S.W.3d 629 (Tex. App—Austin 2008) .........................................................9
Womack v. Berry,
  291 S.W.2d 677 (Tex. 1956) ...............................................................................3




                                                          iii
                                 STATUTORY AUTHORITIES
TEX. ELEC. CODE § 251.001, et seq. ...........................................................................5
TEX. ELEC. CODE § 253.131 ...................................................................... 3, 5, 6, 7, 8
TEX. ELEC. CODE § 253.132 .......................................................................................6
TEX. ELEC. CODE § 253.133 .......................................................................................6
TEX. ELEC. CODE § 254.231 .......................................................................... 3, 5, 6, 8
TEX. ELEC. CODE § 254.232 .............................................................................. 3, 5, 6
TEX. ELEC. CODE § 258.009 .......................................................................................5
TEX. GOV’T CODE § 311.021 ................................................................................7, 10
TEX. GOV’T CODE § 311.023 ......................................................................................7




                                                       iv
                            STATEMENT OF THE CASE
Nature of Case:              Chris Bell, a Democratic nominee for governor of Texas
                             in 2006, brought suit against the Republican Governors
                             Association (the RGA) alleging Election Code violations.
                             This is the second appeal. In the first appeal, this Court
                             reversed a bench trial judgment in Bell’s favor,
                             construing the Election Code in such a way that rendered
                             the RGA’s conduct permissible under the statute.
                             Republican Governors Association v. Bell, 412 S.W.3d
                             42 (Tex. App.—Austin 2013, pet. denied). This Court
                             remanded the case for the limited purpose of determining
                             whether to award attorney’s fees to the RGA. This appeal
                             is from the trial court’s award of attorney’s fees to the
                             RGA.

Trial Court:                 The Honorable John Dietz of the 261st Judicial District
                             Court, Travis County, Texas.

Trial Court’s Actions:       The parties agreed to allow the trial court to consider
                             previously filed affidavits regarding attorney’s fees, and
                             the court entered a Final Judgment (Appendix A)1
                             awarding the RGA $300,000 in attorney’s fees and
                             conditional fees on appeal.

Related Action:              Previous appeal: Republican Governors Association v.
                             Bell, 412 S.W.3d 42 (Tex. App.—Austin 2013, pet.
                             denied).




1
  CR 201-202. The references herein to the Clerk’s Record (CR) are to the new record that
contains the pleadings upon remand. In addition, the Clerk’s Record in the previous appeal has
been transferred to this current appeal to ensure a complete record, and will be referred to as
“First Appeal CR.”



                                              v
               STATEMENT REGARDING ORAL ARGUMENT
        Bell requests oral argument. Although the issue in this appeal is fairly

straightforward, there are significant policy concerns at play regarding the public

interest of encouraging, not discouraging, private enforcement actions under the

Texas Election Code. Bell submits that oral argument would assist this Court in

analyzing how the guiding principles of this strong public policy should apply to a

trial court’s exercise of discretion in awarding attorney’s fees under the Election

Code.




                                        vi
                             ISSUES PRESENTED
      The sole issue on appeal is whether the trial court abused its discretion in

awarding attorney’s fees to the RGA under the facts and circumstances of the case.




                                       vii
                              STATEMENT OF FACTS
         Bell brought this suit alleging violations of the Texas Election Code based

on two contributions the RGA made to the political action committee of Bell’s

opponent, Rick Perry. Specifically, Bell contended that the RGA violated the

Election Code when it made these contributions because, among other things, it

failed to: 1) appoint a campaign treasurer, 2) file a report showing the contributions

and expenditures, and 3) provide a donor list in compliance with the Election

Code. 2 The trial court entered judgment in favor of Bell, finding all three violations

by the RGA. 3

         This Court reversed, rendered judgment that Bell take nothing, and

remanded the case to the trial court for the limited purpose of determining whether

to award attorney’s fees to the RGA. Republican Governors Association v. Bell,

412 S.W.3d 42, 44 (Tex. App.—Austin 2013, pet. denied). This Court’s reversal

turned on the novel legal issue of whether the RGA, an out-of-state but also a

general-purpose political committee, was required to follow the Election Code’s

requirements.

         On remand, the parties agreed to allow the trial court to consider previously

filed affidavits regarding the amount and reasonableness of the fees. 4 The trial


2
  First Appeal CR 4.
3
  First Appeal CR 990-96, 997-99.
4
  CR 196.


                                           1
AUS-6075539-1 523389/1
court declined a hearing on the RGA’s motion for attorney’s fees, allowing the

parties to submit letters 5 to supplement the arguments in their motion and

response. 6 The court then entered judgment awarding the RGA $300,000 in

attorney’s fees, plus conditional fees on appeal.7 Bell filed a motion for new trial

on December 8, 2014, 8 but the trial court denied that motion the very next day,

refusing to allow an oral hearing.9 Bell then filed this appeal. 10

                          SUMMARY OF THE ARGUMENT
       Texas has a strong public interest in encouraging, not discouraging, private

enforcement actions under the Texas Election Code. An award of attorney’s fees in

this case will defeat this purpose by discouraging private enforcement actions in

the future. Where, as here, a suit presents a colorable claim that was initially

successful, but ultimately reversed on a novel legal issue, the only reasonable

exercise of discretion that comports with the guiding principles underlying the

Election Code is to deny recovery of attorney’s fees.




5
  CR 217, 220, and 222.
6
  CR 6, 197.
7
  CR 201-02.
8
  CR 205.
9
  CR 210.
10
   CR 212.



                                           2
                     ARGUMENTS AND AUTHORITIES
I.    Standard of review.
      The trial court had discretion, under the Texas Election Code, to award fees

to the RGA since judgment was ultimately rendered in its favor. TEX. ELEC. CODE

§§ 253.131 and 254.231 (“Reasonable attorney’s fees … may be awarded to the

defendant if judgment is rendered in the defendant’s favor”). The court’s award of

fees must therefore be reviewed under an abuse of discretion standard. See In re

Pirelli Tire, L.L.C., 247 S.W.3d 670, 676 (Tex. 2007) (orig. proceeding).

      While the word “may” in the statute gives a trial court discretion, such

discretion is not unfettered; discretionary decisions cannot be arbitrary or

unreasonable and must be made with reference to guiding principles. Id. (citing

Goode v. Shoukfeh, 943 S.W.2d 441, 446 (Tex. 1997)); Womack v. Berry, 291

S.W.2d 677, 683 (Tex. 1956) (orig. proceeding) (noting that use of the permissive

word “may” does not vest a court with unlimited discretion, but requires a trial

court to exercise that discretion within “limits created by the circumstances of the

particular case”).

      The trial court’s exercise of discretion must therefore be measured against

the appropriate guiding principles. As discussed below, those guiding principles

are the purposes and public policy concerns underlying the Texas Election Code.




                                         3
II.   The trial court abused its discretion in awarding the RGA its attorney’s
      fees.
      Although the statute allows discretion to award fees, the trial court

nonetheless abused its discretion by awarding fees in this case because it failed to

appropriately consider the guiding principles underlying the Election Code and the

strong public policy in this State of encouraging private enforcement actions under

that statute. The award of fees here will have the converse effect of chilling future

private enforcement actions.

      The critical inquiry here is what principles must guide a trial court’s exercise

of discretion in awarding fees under the Election Code. See Mercedes-Benz Credit

Corp. v. Rhyne, 925 S.W.2d 664, 666 (Tex. 1996) (a trial court’s exercise of

discretion must be made with reference to guiding principles). In an analogous

situation, the court in Samlowski v. Wooten, 332 S.W.3d 404, 410 (Tex. 2011),

analyzed what principles must guide a trial court’s discretion to allow an extension

to file an expert affidavit under the Texas Medical Liability Act. After noting that

the statute provided no express guidance, stating merely that “the court may grant

one 30-day extension,” the court held, in a plurality opinion, that “[g]uidance must

come instead from the broader purposes of the Texas Medical Liability Act, of

which [that section] is a part.” See also In re Pirelli Tire, 247 S.W.3d 670, 676

(Tex. 2007) (examining the guiding principles underlying the forum-non-




                                          4
conveniens rule in determining whether a trial court abused its discretion in

denying a motion to dismiss based on forum-non-conveniens).

      Similarly, the text of §§ 253.131 and 254.231 provides no particular

guidance on how a court should exercise its discretion in deciding whether to

award fees. Guiding principles must therefore come from the broader purposes of

the Texas Election Code, of which those sections are a part. The question here is

whether the award of attorney’s fees to the RGA under the facts and circumstances

of this case is consistent with those guiding principles. It is not.

      A.     Suits under the Election Code.
      The government has an important, even a compelling interest in preventing

corruption or even its appearance in the realm of campaign finance. See

McCutcheon v. Fed. Elec. Comm’n, 134 S.Ct. 1434, 1441 (2014); Buckley v.

Valeo, 424 U.S 1, 26-27 (1976); Fed. Elec. Comm’n v. National Conservative Pol.

Action Comm., 470 U.S. 480, 496-497 (1985). This is so because of the inherent

danger of campaign funding improperly influencing the political process.

      To that end, the Texas Election Code has many provisions regulating

political campaign financing. See TEX. ELEC. CODE §§ 251.001 et seq. As an

important part of this statutory scheme, the Election Code imposes liability upon a

violator in favor of both individual candidates and political action committees, who




                                            5
may pursue statutory damages, and the state, which may pursue damages as well.11

A private plaintiff may recover damages of twice the amount of an unlawful

contribution or the amount that was improperly unreported, together with

attorney’s fees. 12 As discussed below, these statutory remedies are an important

tool in encouraging private suits to prevent violations of the Election Code rather

than taxing public resources by relying solely on suits by the state.

         B.     The state has a strong public interest in ensuring compliance with
                the state’s campaign finance laws, and encouraging private
                enforcement actions furthers that goal.
         Texas has a strong public interest in ensuring compliance with the state’s

campaign finance laws. Osterberg v. Peca, 12 S.W.3d 31, 49 (Tex. 2000)

(“Preventing evasion of these important campaign finance provisions is a

legitimate and substantial state interest”); King Street Patriots v. Texas Democratic

Party, No. 03-12-00255-CV, --- S.W.3d ---, 2014 WL 7014378 at *6 (Tex. App.—

Austin December 8, 2014, no pet. h.). One important method of ensuring

compliance is encouraging private actions for alleged Election Code violations. In

fact, § 253.131 is “designed to ‘deter violators and encourage enforcement by

candidates and others directly participating in the process, rather than placing the

entire enforcement burden on the government’.” Osterberg, 12 S.W.3d at 49

(emphasis added) (quoting Ragsdale v. Progressive Voters League, 790 S.W.2d 77,

11
     TEX. ELEC. CODE §§ 253.131 – 253.133; §§ 254.231 and 254.232.
12
     Id. §§ 253.131 and 254.231.



                                               6
84-85 (Tex. App.—Dallas), aff’d in part and rev’d in part on other grounds, 801

S.W.2d 880, 881 (Tex. 1990)). As the court in Osterberg noted:

      Because state resources for policing election laws are necessarily
      limited, in many cases section 253.131 is likely to provide the only
      viable means of enforcing reporting requirements. Preventing evasion
      of these important campaign finance provisions is a legitimate and
      substantial state interest.

Osterberg, 12 S.W.3d at 49.

      A trial court’s exercise of discretion in awarding attorney’s fees under the

Election Code must therefore be applied and analyzed with that guiding

principle—encouraging private enforcement actions—in mind, since it is a

significant policy underpinning the enforcement provisions of the Code. See

Samlowski, 332 S.W.3d at 410; see also TEX. GOV’T CODE § 311.023 (courts must

look to the “object sought to be attained” in construing and applying statutes).

      C.     The Code Construction Act mandates that the legislature is
             presumed to have favored public interest over any private
             interest.
      Further, the Code Construction Act mandates that in enacting a statute, “it is

presumed that … public interest is favored over any private interest.” TEX.

GOV’T CODE § 311.021 (emphasis added). The public interest at play here, as noted

above, is encouraging actions by private citizens who believe there has been a

violation of the campaign finance laws. The private interest here is the RGA’s




                                          7
desire to be reimbursed for its attorney’s fees. The former should be favored over

the latter, as dictated by the legislature.

       This is strengthened by the language of §§ 253.131 and 254.231 themselves.

Both require an award of attorney’s fees to a prevailing plaintiff/candidate who

asserts a violation of the laws, which tends to further the goal of encouraging

private enforcement actions so as to relieve the state of that burden. But both

statutes do not require an award of attorney’s fees to a prevailing defendant,

instead leaving that to the discretion of the trial court. That discretion, however,

must be exercised with the intended purposes of the statutes in mind.

       D.     The award of attorney’s fees here will discourage future private
              enforcement actions, in derogation of both legislative intent and
              public policy.
       The award of attorney’s fees to the RGA here will accomplish the opposite

result than the one intended by the legislature. It will discourage instead of

encourage actions by private citizens who believe that important campaign laws

have been violated. This will embolden potential violators to disregard campaign

finance laws without fear of any challenge from gun-shy private citizens, who

likely will not be willing to risk an award of fees against them should they not

prevail, or from understaffed governmental agencies, who may not have the

resources or the incentive to pursue every potential violation. The award of fees to




                                              8
the RGA was not made with reference to these guiding principles, and it therefore

an abuse of discretion.

       Finally, while the statutes at issue do not expressly require a showing by the

prevailing defendant that the plaintiff’s claims were without merit or were brought

in bad faith, those factors can and should be considered in exercising discretion

regarding fees. Certainly, in hoping to encourage private enforcement actions by

candidates, the legislature did not intend to encourage meritless claims. An award

of fees against a losing plaintiff may be entirely appropriate if the claim is without

merit or brought in bad faith because the legislature cannot have intended to

encourage such claims.

       But the legislature did intend to encourage colorable claims. Awarding fees

in this instance, where Bell’s claims were initially determined to have merit but

were then reversed on a novel legal issue, would defeat the purpose of the statute.13

That purpose is best fulfilled by always awarding a prevailing plaintiff his or her

attorney’s fees, awarding a prevailing defendant fees incurred in defending against

a meritless or frivolous claim, and awarding no fees to either side when, as here, it

was a hard-fought battle with good-faith legitimate legal arguments on both sides

and an initial court victory for the plaintiff. See, e.g., Texas Comptroller of Public


13
  That Bell’s claims were colorable is evidenced by the fact that one judge believed the claims
had merit while two did not. Only two justices participated in the decision on appeal, which
overturned the original judgment in favor of Bell.



                                              9
Accounts v. Attorney General of Texas, 244 S.W.3d 629 (Tex. App—Austin 2008)

aff’d in part, rev’d in part on other grounds, 354 S.W.3d 336 (Tex. 2010)

(upholding a trial court’s discretionary denial of attorney’s fees under the UDJA

because the “claim was filed on a good-faith but incorrect belief” regarding the

construction of a statute).

                                      CONCLUSION
      In sum, an award of fees to the RGA, under the facts and circumstances of

this case, would defeat the purpose of the statute by discouraging colorable claims

in the future. It would also further the private financial interest of one political

entity over the public’s interest in maintaining the integrity of the electoral process,

in violation of TEX. GOV’T CODE § 311.021. The only just, equitable, and

reasonable exercise of discretion in this case, and the only one that is consistent

with the applicable guiding rules and principles, is to deny the RGA its attorney’s

fees. The trial court abused its discretion by not abiding by the important guiding

principles underlying the private enforcement provisions of the Election Code.

      Bell therefore requests that this Court reverse the judgment below and render

judgment that the RGA take nothing on its claim for attorney’s fees. In the

alternative, Bell requests that the case be remanded for the trial court to reconsider

its decision in light of, and being guided by, the important public policy concerns

of the Texas Election Code.




                                          10
                                   Respectfully submitted,

                                   HUSCH BLACKWELL, L.L.P

                                   BY:/s/ Elizabeth G. Bloch
                                      ELIZABETH G. BLOCH
                                      Texas Bar No. 02495500
                                      Heidi.bloch@huschblackwell.com
                                      THOMAS H. WATKINS
                                      Texas Bar No. 20928000
                                      tom.watkins@huschblackwell.com
                                      111 Congress Avenue, Suite 1400
                                      Austin, Texas 78701
                                      (512) 472-5456
                                      (512) 479-1101 (facsimile)

                                        Attorneys for Appellant Chris Bell



                   CERTIFICATE OF COMPLIANCE
      I hereby certify that the foregoing document contains 2,244 words,
according to the word count of the computer program used to prepare it, in
compliance with Rule 9.4(i)(2).


                                        /s/ Elizabeth G. Bloch
                                        Elizabeth G. Bloch




                                   11
                        CERTIFICATE OF SERVICE
      I certify that a true and correct copy of the foregoing instrument has been
served upon the following counsel of record via electronic filing and/or facsimile
on the 27th day of March, 2015:


      Terry L. Scarborough
      Hance Scarborough, LLP
      111 Congress, Suite 500
      Austin, Texas 78701
      (512) 482-6891 (facsimile)

                                                  /s/ Elizabeth G. Bloch
                                                  Elizabeth G. Bloch




                                       12
                      APPENDIX
A.   Final Judgment




                         13
                                                                                      Fiiod in cilo District 1;otio
                                                                                       (oil' Tanis County,

                                                                                            MOV                   i)
                                    CAUSE NO. D-I-GN-07-003955                                                  31A.
                                                                                                                3100,


CHRIS BELL,                                                      IN THE DISTRICT COURT OF
                        Plaintiff

v   .                                                            TRAVIS COUNTY, TEXAS

REPUBLICAN GOVERNORS
ASSOCIATION,
              Defendant                                          261 5r JUDICIAL DISTRICT

                                        FINAL JUDGMENT

        The Court heard Defendant Republican Governors Association's Motion for Attorney

Fees, the sole remaining issue in this lawsuit after the disposition and reversal by the Third Court

of Appeals. Plaintiff Chris Bell appeared by and through his attorneys and announced ready for

trial. Defendant Republican Governors Association appeared by and through its attorneys of

record and announced ready for trial.

        By agreement of the parties, the case was tried to the Court. The Court has considered

the pleadings, the evidence, the motion and response, the arguments of counsel, and all matters

properly before the Court. The Court finds that Defendant RGA is entitled to Final Judgment on

its request for attorneys' fees, and that Plaintiff shall take nothing by its suit.

        Pursuant to Tex. Elec. Code §§ 253.131(e) and 254.231(d), the Court determines that, as

the prevailing party, Defendant RGA is entitled to an award of its reasonable attorneys' fees

incurred in the defense of this lawsuit at trial and on appeal. Defendant RGA shall recover

attorneys' fees in the amount of Three Hundred Thousand Dollars and No Cents ($300,000) for

fees incurred in the defense of this lawsuit at trial and on appeal.

        Pursuant to Tex. R. Civ. P. 131, the Court further awards all taxable costs to Defendant

RGA.


                                                 APPENDIX A
       IT IS THEREFORE ORDERED, ADJUDGED, and DECREED that:

    1. All relief sought by Plaintiff against Defendant RGA is DENIED, and Plaintiff shall take

       nothing as to all claims against Defendant RGA;

   2. Defendant RGA is awarded its reasonable attorneys' fees incurred in the trial and appeal

       of this case in the amount of $300,000;

   3. Defendant RGA is awarded its taxable costs;

   4. Post-judgment interest is awarded at five percent (5%) per annum on the total sums

       awarded in items 2 and 3 above;

   5. Defendant is awarded an additional $30,000, as reasonable and necessary attorneys' fees,

       in the event of an appeal to the Texas Court of Appeals;

   6. In the event of an appeal to the Texas Supreme Court, Defendant RGA is awarded an

       $10,000 to respond to a petition for review and an additional $10,000 if review is granted

       as reasonable and necessary attorneys' fees.

       IT IS FURTHER ORDERED, ADJUDGED, and DECREED that Defendant RGA shall

be allowed such writs and executions as may be necessary in the enforcement and collection of

this Judgment.

       IT IS FURTHER ORDERED that all other relief requested by any party, but not

specifically granted herein, is expressly DENIED.

       This Judgment is final, disposes of all claims and all parties, and is appealable.


                 Signed this   1`   day of November, 2014.



                                                           (JUDGE PRESIDNio




                                              APPENDIX A
