                                       In The

                                Court of Appeals
                    Ninth District of Texas at Beaumont
                              _________________
                               NO. 09-14-00033-CV
                              _________________

              COMMUNITYBANK OF TEXAS, N.A., Appellant

                                         V.

        ORANGE COUNTY INSURANCE BROKERAGE, INC. AND
                   IAN GARRETT, Appellees
________________________________________________________________________

                    On Appeal from the 136th District Court
                          Jefferson County, Texas
                        Trial Cause No. D-192,523-A
________________________________________________________________________

                          MEMORANDUM OPINION

      The issue to be decided in this appeal is whether an agreed judgment in a

bankruptcy adversary proceeding conclusively proves all elements of collateral

estoppel as a matter of law. Because we conclude the issue of fraudulent

inducement was not fully and fairly litigated by the party against whom the

affirmative defense is sought to be applied, we hold the trial court erred in granting

summary judgment on the basis of collateral estoppel.

                                          1
      Appellant CommunityBank of Texas, N.A. (“CommunityBank”) appeals

from a partial summary judgment granted in favor of appellees Orange County

Insurance Brokerage, Inc. (“OCIB”) and Ian Garrett. In three issues,

CommunityBank contends that the trial court erred in concluding that

CommunityBank is collaterally estopped from seeking to collect on a promissory

note and personal guaranty against OCIB and Garrett as a result of an Agreed Final

Judgment entered in a bankruptcy adversary proceeding between the maker of the

note and the bankruptcy debtor. We agree and reverse the trial court’s judgment

and remand the case to the trial court for further proceedings.

                                    Background

      In its trial court pleadings, CommunityBank alleged the following facts.

CommunityBank extended credit to Randy Jarrell, both individually and d/b/a the

Beaty Insurance Agency (the “Agency”). To secure repayment of the indebtedness,

Jarrell granted CommunityBank a security interest in certain assets belonging to

Jarrell, including assets arising out of or related to the operation of the Agency. In

May 2009, Jarrell entered into negotiations with Ian Garrett to sell the Agency and

its assets to OCIB, a company owned by Garrett. Ultimately, Jarrell agreed to sell

the Agency to OCIB, and Jarrell and OCIB entered into an asset purchase

agreement (the “Asset Purchase Agreement”). The consideration for the sale

                                          2
included, among other things, the execution and delivery by OCIB of a promissory

note in the amount of $1,500,000 (the “Note”), which was made payable to Jarrell

and was personally guaranteed by Garrett. To facilitate the purchase and sale,

CommunityBank agreed to release its lien on the assets of the Agency and, in

return, together with other consideration, take a collateral assignment of the Note

from Jarrell.

      For a period of time thereafter, OCIB made timely payments pursuant to the

terms of the Note to Jarrell, who, in turn, delivered those payments to

CommunityBank. OCIB’s payments on the Note continued until January 2011, at

which time OCIB purportedly ceased making payments due to an alleged dispute

that arose between Jarrell and Garrett. Approximately one year after the sale,

Jarrell filed for Chapter 7 bankruptcy. During the bankruptcy proceeding,

CommunityBank filed a proof of claim to confirm its first lien collateral interest in

the Note. CommunityBank then obtained an order from the bankruptcy court

lifting the automatic stay and foreclosed on its collateral interest in the Note. The

Note was sold at public sale and was purchased by CommunityBank.

      During the bankruptcy proceeding, OCIB and Garrett filed an unsecured

claim against the debtor’s estate. OCIB and Garrett also filed an adversary

proceeding to preclude the discharge of the purported debt that formed the basis of

                                         3
their unsecured claim, alleging that OCIB’s purchase of the agency and its assets

was fraudulently induced by Jarrell. In support of their fraud claim, OCIB and

Garret alleged, among other things, that in reliance upon certain representations

made by Jarrell in the Asset Purchase Agreement, and in further reliance upon

representations by Jarrell that he would use funds provided by OCIB to pay certain

outstanding debts of the Agency and return any excess funds to OCIB, OCIB

executed the Note in favor of Jarrell, and Garrett personally guaranteed payment of

the Note. OCIB and Garrett alleged that following the execution of the Note, OCIB

discovered that some or all of the representations by Jarrell that OCIB had relied

upon in executing the Note were false. Based on these allegations, OCIB and

Garrett alleged that OCIB had been fraudulently induced into executing the Note

and that the Note was therefore “not . . . enforceable due to a total [or] partial

failure of consideration[.]” In addition, OCIB and Garrett alleged that to the extent

OCIB was required to pay anything to CommunityBank on the Note, then OCIB

should recover judgment against Jarrell for such amount and the judgment should

be non-dischargeable.

      OCIB and Garrett subsequently amended their pleadings in the adversary

proceeding to add CommunityBank and Wells Fargo as parties and asserted

declaratory judgment claims against both banks to determine “the rights and legal

                                         4
relations” between OCIB, Garrett, and the banks. CommunityBank filed a motion

to dismiss in the adversary proceeding for want of subject matter jurisdiction

contending that the Note was no longer an asset of the Bankruptcy estate.

        In its response to the motion for partial summary judgment in the trial court

below, CommunityBank asserted that prior to any hearing on the motion to

dismiss, the bankruptcy court scheduled a management conference in the adversary

proceeding. On the day before the management conference, OCIB, Garrett, and

Jarrell filed a motion to approve a settlement agreement. Without any evidentiary

hearing, the bankruptcy judge entered an agreed final judgment in the adversary

proceeding (the “Agreed Final Judgment”). The Agreed Final Judgment reads, in

part:

        IT IS ORDERED THAT Orange County Insurance Brokerage And
        Ian Garrett, Plaintiffs, recover Judgment from Debtor Randy Alvin
        Jarrell, in the amount of $750,000.00, plus post-judgment interest on
        the judgment at the rate of 0.18% per year.

        IT IS FURTHER ORDERED THAT the judgment for Orange County
        Insurance Brokerage And Ian Garrett, Plaintiffs, is hereby declared to
        be non-dischargeable pursuant to 11 U.S.C. Section 523(a)(2)(A).

        IT IS FURTHER ORDERED THAT the obligations of Debtor Randy
        Alvin Jarrell under the Settlement Agreement dated April 19, 2012,
        are declared to be non-dischargeable.

        IT IS FURTHER ORDERED THAT all other indebtedness owed by
        Debtor Randy Alvin Jarrell to Orange County Insurance Brokerage
        And Ian Garrett, Plaintiffs, is hereby DISCHARGED.
                                             5
      IT IS FURTHER ORDERED THAT all other relief requested by
      Orange County Insurance Brokerage And Ian Garrett, Plaintiffs,
      against Debtor Randy Alvin Jarrell, in the First Amended Complaint
      Of Orange County Insurance Brokerage And Ian Garrett For A
      Declaratory Judgment And To Determine The Dischargeability Of A
      Debt, is DENIED.

      IT IS FURTHER ORDERED THAT all claims of Orange County
      Insurance Brokerage And Ian Garrett, Plaintiffs, against
      CommunityBank of Texas, N.A. and/or Wells Fargo Bank, N.A., are
      dismissed, without prejudice.

      IT IS FURTHER ORDERED THAT all claims of Wells Fargo Bank,
      N.A. against Orange County Insurance Brokerage and/or
      CommunityBank of Texas, N.A, are dismissed, without prejudice.

Further, below the bankruptcy judge’s signature, the Agreed Final Judgment states,

“AGREED:” and then sets forth the signature blocks and signatures of the

attorneys representing each of the parties to the adversary proceeding, including

counsel for CommunityBank.

      Thereafter, CommunityBank filed the instant lawsuit alleging, among other

things, a breach of contract claim against OCIB and Garrett, alleging that OCIB

and Garrett had breached the terms of the Note by failing to make payments as

required under the terms of the Note. CommunityBank sought damages against

OCIB and Garrett in the amount of $1,380,000, which allegedly represented the

remaining principal balance on the Note. OCIB and Garrett answered and asserted


                                        6
various affirmative defenses to the action, including fraud by Jarrell, res judicata,

and collateral estoppel.

      OCIB and Garrett filed a traditional motion for partial summary judgment on

their affirmative defenses. As summary judgment evidence, OCIB and Garrett

attached a copy of the Note, the Agreed Final Judgment, OCIB and Garrett’s first

amended     complaint      filed   in   the   bankruptcy   adversary   litigation,   and

CommunityBank’s answer thereto. In the motion, OCIB and Garrett argued that

the Note, which formed the basis of CommunityBank’s breach of contract claim

against OCIB and Garrett, was not enforceable because OCIB and Garrett executed

and guaranteed the Note in reliance upon fraudulent representations made by

Jarrell. OCIB and Garrett argued that because the Agreed Final Judgment entered

in the adversary proceeding resolved the issue of Jarrell’s alleged fraud in the

execution of the Note in favor of OCIB and Garrett, and because CommunityBank

was a party to the adversary proceeding and agreed to the Agreed Final Judgment,

CommunityBank was barred from re-litigating that issue in the instant action.

Specifically, OCIB and Garrett’s motion for partial summary judgment stated, in

relevant part:

      9. The Agreed Final Judgment awarded a judgment in favor of
      Movants against Randy Alvin Jarrell . . . .


                                              7
      10. In addition, the Agreed Final Judgment contained the following
      language:

            IT IS FURTHER ORDERED THAT the judgment for
            Orange County Insurance Brokerage And Ian Garrett,
            Plaintiffs, is hereby declared to be non-dischargeable
            pursuant to 11 U.S.C. Section 523(a)(2)(A) . . . .

      The agreed language is significant. In their Complaint, Movants
      alleged that the Promissory Note was executed in reliance on false
      material misrepresentations by Randy Alvin Jarrell, and that as a
      result, Movants’ judgment against Randy Alvin Jarrell should be
      declared non[-]dischargeable under 11 U.S.C. Section 523(a)(2)(A).
      Bankruptcy counsel for Randy Alvin Jarrell, Movants,
      [CommunityBank] and [Wells Fargo Bank] all agreed to the form of
      the Agreed Final Judgment . . . .

      11. Movants specifically pled the defense of fraud, and claimed that
      the Promissory Note was executed by Movants as the result of the
      fraud of Randy Alvin Jarrell. Movants specifically pled that
      [CommunityBank] and [Wells Fargo Bank] were barred from
      relitigating the fraud of Randy Alvin Jarrell through res judicata,
      collateral estoppel and/or judicial estoppel. [CommunityBank] and
      [Wells Fargo Bank] [cannot] now dispute the fraud of Randy Alvin
      Jarrell in obtaining the execution of the Promissory Note by Movants.

CommunityBank filed a response to OCIB and Garrett’s motion for partial

summary judgment, and the trial court subsequently held a hearing on the motion.

During the hearing, OCIB and Garrett waived summary judgment on all grounds

asserted in the motion except collateral estoppel. On October 18, 2013, the trial

court entered an order granting OCIB and Garrett’s motion for partial summary

judgment, rendering a take nothing judgment in favor of OCIB and Garrett on the

                                       8
Note. The order entered by the trial court also severed all claims by

CommunityBank and Wells Fargo based on the Note into a separate cause number.

      Thereafter, CommunityBank filed a motion, and later a supplemental

motion, to reconsider or modify the summary judgment or, in the alternative, for a

new trial (collectively, CommunityBank’s “motions for new trial”). Following a

hearing, the trial court took CommunityBank’s motions under advisement, but no

ruling by the trial court on those motions is found in the record. This appeal

followed.

                                Issues on Appeal

      CommunityBank argues on appeal that the trial court erred in granting the

partial summary judgment in favor of OCIB and Garrett and in refusing to grant

CommunityBank’s motions for new trial because: (1) OCIB and Garrett failed to

conclusively prove their affirmative defense of collateral estoppel; (2) the trial

court failed to consider the collusive nature of the settlement agreement that

resulted in the Agreed Final Judgment in the bankruptcy adversary proceeding; and

(3) CommunityBank became a holder in due course of the Note prior to the Agreed

Final Judgment, thereby defeating any defense of fraud by the maker.




                                        9
                Summary Judgment Based on Collateral Estoppel

      In its first issue, CommunityBank contends that the trial court erred in

granting summary judgment in favor of OCIB and Garrett and in refusing to grant

its motions for new trial because OCIB and Garrett failed to conclusively establish

their affirmative defense of collateral estoppel. We address CommunityBank’s

challenge to the trial court’s summary judgment ruling on this ground first since it

is dispositive of this appeal.

A.    Standard of Review

      The standard for reviewing a traditional motion for summary judgment is

well-established. Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548–49 (Tex.

1985); see Sysco Food Servs., Inc. v. Trapnell, 890 S.W.2d 796, 800 (Tex. 1994).

We review a trial court’s ruling on a motion for summary judgment de novo.

Travelers Ins. Co. v. Joachim, 315 S.W.3d 860, 862 (Tex. 2010); Provident Life &

Accident Ins. Co. v. Knott, 128 S.W.3d 211, 215 (Tex. 2003). To prevail on a

traditional summary judgment motion, the movant has the burden of proving that it

is entitled to judgment as a matter of law and that there are no genuine issues of

material fact. Tex. R. Civ. P. 166a(c); Mann Frankfort Stein & Lipp Advisors, Inc.

v. Fielding, 289 S.W.3d 844, 848 (Tex. 2009). “We review the evidence presented

in the motion and response in the light most favorable to the party against whom

                                        10
the summary judgment was rendered, crediting evidence favorable to that party if

reasonable jurors could, and disregarding contrary evidence unless reasonable

jurors could not.” Fielding, 289 S.W.3d at 848.

      Collateral estoppel is an affirmative defense. See Tex. R. Civ. P. 94; SWEPI,

L.P. v. Camden Resources, Inc., 139 S.W.3d 332, 338 (Tex. App.—San Antonio

2004, pet. denied). Where, as here, a party moves for summary judgment on the

grounds of an affirmative defense, the movant must plead and conclusively prove

each essential element of its affirmative defense, thereby defeating the plaintiff’s

cause of action. Chau v. Riddle, 254 S.W.3d 453, 455 (Tex. 2008); Villanueva v.

Gonzalez, 123 S.W.3d 461, 464 (Tex. App.—San Antonio 2003, no pet.).

“Evidence is conclusive only if reasonable people could not differ in their

conclusions[.]” City of Keller v. Wilson, 168 S.W.3d 802, 816 (Tex. 2005).

B.    Law of Collateral Estoppel

      The doctrine of issue preclusion, or collateral estoppel, “is designed to

promote judicial efficiency and to prevent inconsistent judgments by preventing

any relitigation of an ultimate issue of fact.” Tex. Dep’t of Public Safety v. Petta,

44 S.W.3d 575, 579 (Tex. 2001); see also Barr v. Resolution Trust Corp. ex. rel.

Sunbelt Fed. Sav., 837 S.W.2d 627, 628 (Tex. 1992) (stating that collateral

estoppel “prevents [the] relitigation of particular issues already resolved in a prior

                                         11
suit”). “Collateral estoppel applies when an issue decided in the first action is

actually litigated, essential to the prior judgment, and identical to an issue in a

pending action.” Petta, 44 S.W.3d at 579; Zea v. Valley Feed & Supply, Inc., 354

S.W.3d 873, 876–77 (Tex. App.—El Paso 2011, pet. dism’d); see also Welch v.

Hrabar, 110 S.W.3d 601, 606 (Tex. App.—Houston [14th Dist.] 2003, pet. denied)

(noting that collateral estoppel applies when (1) the facts sought to be litigated in

the second action were fully and fairly litigated in the first action; (2) those facts

were essential to the judgment in the first action; and (3) the parties were cast as

adversaries in the first action.). “Strict mutuality of parties is no longer required.”

Zea, 354 S.W.3d at 877; see Petta, 44 S.W.3d at 579; Richards v. Comm’n for

Lawyer Discipline, 35 S.W.3d 243, 249 (Tex. App.—Houston [14th Dist.] 2000,

no pet.). Rather, collateral estoppel applies when the party against whom collateral

estoppel is being asserted had a full and fair opportunity to litigate the issue in the

prior suit. Petta, 44 S.W.3d at 579; Zea, 354 S.W.3d at 877. Under a plea of

collateral estoppel, essential issues of fact previously determined and adjudged by

a court of competent jurisdiction are binding in a subsequent action between the

same parties. See Bonniwell v. Beech Aircraft Corp., 663 S.W.2d 816, 822 (Tex.

1984).



                                          12
C.    Application

      CommunityBank complains that the trial court erred in concluding that

CommunityBank was collaterally estopped from pursuing its lawsuit against OCIB

and Garrett to collect on the Note by the Agreed Final Judgment entered in the

bankruptcy court. Because OCIB and Garrett moved for partial summary judgment

on their affirmative defense of collateral estoppel, OCIB and Garrett had the

burden to plead and conclusively prove the elements of that affirmative defense.

See Chau, 254 S.W.3d at 455; Villanueva, 123 S.W.3d at 464. The motion for

partial summary judgment relies upon the Note, the Agreed Final Judgment of the

bankruptcy court, and other bankruptcy court pleadings as summary judgment

evidence.

      OCIB and Garrett argue that because CommunityBank signed off on the

Agreed Final Judgment in the bankruptcy adversary proceeding, such is evidence

that all issues were fully and fairly litigated, compromised and settled by all parties

to the previous litigation. However, CommunityBank contends that it only agreed

to have its claims dismissed without prejudice and as such, the issue of the

enforceability of the Note was not fully and fairly litigated. For a judgment to be

considered an agreed or consent judgment, either the body of the judgment itself or

the record must indicate that the parties came to some agreement as to the case’s

                                          13
disposition; simple approval of the form and substance of the judgment does not

suffice. DeClaris Assocs. v. McCoy Workplace Sols., L.P., 331 S.W.3d 556, 560

(Tex. App.—Houston [14th Dist.] 2011, no pet.). “The phrase ‘approved as to form

and substance’ standing alone does not transform a judgment into a consent

judgment.” Baw v. Baw, 949 S.W.2d 764, 766–67 (Tex. App.—Dallas 1997, no

writ); see also Oryx Energy Co., 895 S.W.2d at 417 (holding that an order, despite

a notation that is was “Approved and Agreed,” was not an agreed order when

“nothing in the record or the judgment indicates that the parties entered or even

contemplated a settlement or agreed judgment”).

      Our review of the body of the judgment and the record reveals nothing to

indicate this was a consent judgment. Instead, the Agreed Final Judgment provides

that “all claims of [OCIB] and Ian Garrett . . . against CommunityBank . . . are

dismissed without prejudice[,]” without any indication in the body of the judgment

that the claims against CommunityBank were litigated, settled or compromised.

There is no express language anywhere in the body of the Agreed Final Judgment

that specifically addresses the Note. See Chang v. Nguyen, 81 S.W.3d 314, 316 n.1

(Tex. App.—Houston [14th Dist.] 2001, no pet.) (“[I]n order for a judgment to be a

consent judgment, the body of it must suggest, for instance, that the case had been

settled or that the judgment was rendered by consent.”). While the Agreed Final

                                        14
Judgment references a settlement agreement, there is no provision in the judgment

incorporating or otherwise adopting the terms of the settlement agreement as part

of the judgment, and the settlement agreement was not made a part of the summary

judgment record before the trial court. We find nothing in the record or in the

Agreed Final Judgment which indicates that CommunityBank intended to

compromise or settle their claims surrounding the enforceability of the Note.

      CommunityBank’s appeal raises the issue of whether OCIB and Garrett met

their burden of establishing that no genuine issue of material fact exists and that

they were entitled to judgment as a matter of law. See City of Houston v. Clear

Creek Basin Auth., 589 S.W.2d 671, 678 (Tex. 1979); Tex. R. Civ. P. 166a(c). For

OCIB and Garrett to be entitled to summary judgment on the affirmative defense

of collateral estoppel, as movants, they were required to conclusively prove all

essential elements of that defense. See Velsicol Chem. Corp. v. Winograd, 956

S.W.2d 529, 530 (Tex. 1997).

      The essential elements of collateral estoppel are: (1) the facts sought to be

litigated in the second action were fully and fairly litigated in the prior action; (2)

those facts were essential to the judgment in the first action; and (3) the parties

were cast as adversaries in the first action. El Paso Nat. Gas Co. v. Berryman, 858



                                          15
S.W.2d 362, 364 (Tex. 1993); Eagle Props., Ltd. v. Scharbauer, 807 S.W.2d 714,

721 (Tex. 1990); Bonniwell, 663 S.W.2d at 818.

      To determine whether OCIB and Garrett proved the essential element of full

and fair litigation of the facts germane to the present action in the prior action, we

must first decide whether the facts of the prior action were litigated. To make this

determination, we consider the following factors: whether the parties were fully

heard; whether the court supported its decision with a reasoned opinion; and

whether the decision was subject to appeal or was in fact reviewed on appeal.

Mower v. Boyer, 811 S.W.2d 560, 562 (Tex. 1991). “The doctrine applies when the

party against whom collateral estoppel is asserted had a full and fair opportunity to

litigate the issue in the prior suit.” Tarter v. Metro. Sav. & Loan Ass’n, 744 S.W.2d

926, 927 (Tex. 1988).

      OCIB and Garrett contend that the issue of fraudulent inducement in the

execution of the Note was fully and fairly litigated in the bankruptcy adversary

proceeding as evidenced by the provision in the Agreed Final Judgment declaring

the judgment for OCIB and Garrett is non-dischargeable pursuant to U.S.C.

Section 523 (a)(2)(A) (noting that a discharge of indebtedness in bankruptcy

proceedings “does not discharge an individual debtor from any debt for money…to

the extent obtained by …false pretenses, a false representation, or actual fraud,

                                         16
other than a statement respecting the debtor’s or an insider’s financial

condition[.]”) 11 U.S.C. § 523(a)(2)(A). The summary judgment record shows that

OCIB and Garrett filed an unsecured claim against the bankruptcy debtor’s estate

for an unliquidated amount. OCIB and Garrett then filed an adversary proceeding

in the bankruptcy court seeking a declaration that the indebtedness that formed the

basis of their unsecured claim was non-dischargeable because it was incurred by

the fraudulent representations of Jarrell to OCIB and Garrett.

      If Jarrell owed money to OCIB and Garrett obtained by fraud or false

pretenses, the bankruptcy court could declare Jarrell’s debt to OCIB and Garrett to

be non-dischargeable in the bankruptcy. See id. In the lawsuit made the subject of

this appeal, CommunityBank is seeking to recover sums payable under the terms of

the Note from OCIB and Garrett, the maker and guarantor of the Note,

respectively. While such claims may be tangentially related, such are different

causes of action. CommunityBank contends that it is a holder in due course of the

Note and therefore, is not subject to any defense by the maker of the Note. In cases

in which a party seeks “to apply the estoppel of a judgment rendered upon one

cause of action to matters arising in a suit upon a different cause of action, the

inquiry must always be as to the point or question actually litigated and determined

in the original action[,]” not what might have been litigated and determined.

                                         17
United States v. Int’l Bldg. Co., 345 U.S. 502, 505 (1953) (quoting Cromwell v.

Cty. of Sac, 94 U.S. 351, 353 (1876)). “Only upon such matters is the judgment

conclusive in another action.” Id.

      It is not disputed that no bench trial or jury trial was held on the merits of

any claims asserted in the adversary proceeding; instead, the adversary proceeding

was settled by the bankruptcy debtor and OCIB and Garrett prior to any hearing.

Although OCIB and Garrett alleged in their pleadings in the adversary proceeding

that Jarrell committed fraud against them, the facts supporting the charge of fraud

were not litigated in the adversary proceeding, were not proven by OCIB and

Garrett in that proceeding, and were not recited in Agreed Final Judgment. We are

left to speculate as to the motivation of the debtor for entering into the Agreed

Final Judgment with OCIB and Garrett. No findings of fact are set forth in the

Agreed Final Judgment or filed separately therewith, nor is the judgment supported

by any reasoned opinion, but only sets forth conclusory holdings by the bankruptcy

court. More specifically, facts supporting fraud in the inducement to the execution

of the Note were not recited nor were they rendered by the bankruptcy court in the

Agreed Final Judgment. Neither the motion for partial summary judgment nor the

Agreed Final Judgment upon which it relies identify those facts that OCIB and

Garrett contend were fully and fairly litigated in the bankruptcy adversary

                                        18
proceeding and that they purport support the application of collateral estoppel or

issue preclusion in this lawsuit. The party against whom collateral estoppel is

asserted must have had a full and fair opportunity to litigate the issue in the prior

suit. See Tarter, 744 S.W.2d at 927. Because the claims against CommunityBank

were dismissed without prejudice, no contested issues between CommunityBank

and OCIB and Garrett were determined or otherwise resolved by the Agreed Final

Judgment in the bankruptcy court specifically regarding any liability on the Note.

From this record, it has not been conclusively proven that the essential facts in the

prior case were fully and fairly litigated.

      We hold OCIB and Garrett failed to conclusively prove all elements of the

affirmative defense of collateral estoppel. We conclude that the trial court erred in

granting the motion for partial summary judgment of OCIB and Garrett. We

sustain issue one.

      Because the resolution of this issue is dispositive of the entire appeal, we

need not address any further issues. See Tex. R. App. P. 47.1. We reverse the

partial summary judgment of the trial court and remand to the trial court for further

proceedings.




                                              19
      REVERSED AND REMANDED.



                                            ______________________________
                                                   CHARLES KREGER
                                                        Justice

Submitted on October 15, 2014
Opinion Delivered September 1, 2016

Before McKeithen, C.J., Kreger and Horton, JJ.




                                       20
