                                                              September 11, 2014




                                JUDGMENT

                The Fourteenth Court of Appeals
       JERRY L. STARKEY, TBDL, L.P., AND PBW DEVELOPMENT
               CORPORATION, Appellants/Cross-Appellees

NO. 14-12-00633-CV
NO. 14-12-00709-CV                         V.

                  GLEN GRAVES, Appellee/Cross-Appellant
                   ________________________________

      This cause, an appeal from the judgment signed July 13, 2012 in favor of
appellee/cross-appellant Glen Graves, was heard on the transcript of the record.
We have inspected the record and find the trial court erred.

      A.    We AFFIRM the portion of the judgment in which the trial
      court stated the terms of the written 2006 contract as found by the
      jury;
      B. Regarding damages for past loss of compensation, we
      MODIFY the judgment to
            1.     hold the General Partner and TBDL jointly and severally
            liable to Graves for past loss of compensation in the amount of
            $173,000.00 as a result of their breach of the written 2006
            partnership agreement;
            2.     hold Starkey and the General Partner liable to Graves for
            past loss of compensation in the amount of $173,000.00 as a
            result of their breach of the duties of loyalty and care, with
            Starkey being solely liable for 60% of this amount
               ($103,800.00), and jointly and severally liable with the General
               Partner for the remaining 40% ($69,200.00);
               3.   order that the recovery of damages for past loss of
               compensation is subject to the one-satisfaction rule, so that
               Graves may recover no more than $173,000.00 for those
               damages from any combination of Starkey, the General Partner,
               and TBDL;
       C.     Regarding damages for out-of-pocket losses sustained in the
       past, we MODIFY the judgment to hold Starkey and the General
       Partner liable to Graves for past out-of-pocket losses of $437,000.00
       as a result of their breach of the duties of loyalty and care, with
       Starkey being solely liable for 60% of this amount ($262,200.00), and
       jointly and severally liable with the General Partner for the remaining
       40% ($174,800.00);
       D.     We REVERSE the portions of the judgment holding Starkey
       liable for statutory fraud and requiring him to pay Graves’s deposition
       costs of $7,756.41 and expert fees of $12,073.75;
       E.      We REVERSE the awards of attorney’s fees; and
       F.      We REMAND the case for
              1.     relitigation of the amount of reasonable and necessary
       attorney’s fees to be recovered from the General Partner and TBDL in
       light of the reduced amount of damages on causes of action for which
       such fees are recoverable;
             2.      recalculation of the interest recoverable from each of the
       Starkey parties in light of this court’s modification of the judgment
       and the relitigation of attorney’s fees; and
               3.     Graves’s election between
                      (a)     rendition of judgment in accordance with those
                              adjustments and incorporating the modifications
                              described in this opinion, but leaving intact the
                              portions of the trial court’s judgment that were not
                              successfully challenged in this appeal; 1 or
1
  If Graves elects to recover on the jury’s favorable findings as set forth in this opinion, then
none of his theories of liability will be relitigated, and the General Partner’s $5,000.00 judgment
against Graves and the take-nothing judgment on his claims against Elizabeth Starkey will be
unaffected.
                         alternatively,
                  (b)    a new trial on his claims against the Starkey parties
                         and their claims against him, leaving intact only
                         the take-nothing judgment on Graves’s claims
                         against Elizabeth Starkey.
       We order appellants/cross-appellees, Jerry L. Starkey, TBDL, L.P., and
PBW Development Corporation, jointly and severally to pay all costs incurred in
this appeal.

      We further order this decision certified below for observance.
