                                                                                             ACCEPTED
                                                                                         14-15-00238-CV
                                                                         FOURTEENTH COURT OF APPEALS
                                                                                      HOUSTON, TEXAS
                                                                                   8/31/2015 12:00:00 AM
                                                                                   CHRISTOPHER PRINE
                                                                                                  CLERK

                      No. 14-15-00238-CV

                                                                       FILED IN
        IN THE FOURTEENTH COURT OF APPEALS 14th COURT OF APPEALS
                                              HOUSTON, TEXAS
                  HOUSTON, TEXAS
                                                                 8/31/2015 10:38:00 AM
                                                                 CHRISTOPHER A. PRINE
                                                                          Clerk
                       GEORGE FLEMING,

                                             Appellant,

                                   v.

CHARLES KIRKLIN, STEPHEN KIRKLIN, PAUL KIRKLIN AND
           THE KIRKLIN LAW FIRM, P.C.

                                             Appellees/Cross-Appellants.

      On Appeal from the 234th District Court, Harris County, Texas,
     Trial Court Cause No. 2014-53135, Hon. Wesley Ward, Presiding



        CROSS-APPELLANTS' REPLY BRIEF



                                    Paul S. Kirklin
                                    pkirklin@kirklinlaw.com
                                    State Bar No. 24070063
                                    THE KIRKLIN LAW FIRM, P.C.
                                    12600 N Featherwood, Suite 225
                                    Houston, TX 77034
                                    (713) 571-8300
                                    (281) 922-6240 – Fax
                                    Counsel for Appellees/Cross-
                                    Appellants




               ORAL ARGUMENT REQUESTED

                                                                         1|Page
                                          TABLE OF CONTENTS

Index of Authorities .........................................................................................3

Attorneys' Fees Incurred by The Kirklin Law Firm, P.C. ...............................5

Segregation of Attorneys' Fees as Between the Kirklin Defendants ........... 11

Segregation of Attorneys' Fees as Between the Fleming Plaintiffs ............. 12

Sanctions ...................................................................................................... 15

Prayer ............................................................................................................ 17




                                                                                                        2|Page
                                   INDEX OF AUTHORITIES

Cases

Air Routing Intern. Corp. (Canada) v. Britannia Airways, Ltd.,
150 S.W.3d 682, 693 (Tex. App.—Houston [14th Dist.] 2004, no pet.) ....... 12

Am. Heritage Capital, LP v. Gonzalez,
436 S.W.3d 865 (Tex. App.--Dallas 2014, no pet.) ................................ 7, 8, 15

Avila v. Larrea, 05-14-00631-CV, 2015
WL 3866778 (Tex. App.--Dallas June 23, 2015, pet. filed) ............... 10, 11, 16

Dell Dev. Corp. v. Best Indus. Unif. Supply Co., Inc.,
743 S.W.2d 302 (Tex.App-Houston [14th Dist.] 1987, writ denied) ............... 5

Fitzmaurice v. Jones,
417 S.W.3d 627 (Tex.App.--Houston [14th Dist.] 2013, no pet.) .................. 10

Garcia v. Gomez,
319 S.W.3d 638 (Tex. 2010) ............................................................................ 9

Globe Leasing, Inc. v. Engine Supply and Mach. Service,
437 S.W.2d 43 (Tex. Civ. App. Houston 1st Dist. 1969) ................................. 5

In re Cash Media Systems, Inc.,
326 B.R. 655 (Bankr. S.D. Tex. 2005) ............................................................. 5

Kennedy v. Kennedy,
222 S.W.3d 97 (Tex. App. Austin 2006) .......................................................... 5

KSNG Architects, Inc. v. Beasley,
109 S.W.3d 894 (Tex. App. Dallas 2003) ........................................................ 5

Nelson v. Britt,
241 S.W.3d 672 (Tex. App. Dallas 2007) ........................................................ 5

Nevada Gold & Silver, Inc. v. Andrews Independent School Dist.,
225 S.W.3d 68 Ed. Law Rep. 924 (Tex.App. El Paso 2005) ........................... 5


                                                                                           3|Page
Rauhauser v. McGibney,
2014 WL 6996819 (Tex.App.—For Worth Dec. 11, 2014, no pet.) .............. 10

Schimmel v. McGregor,
438 S.W.3d 847 (Tex.App.—Houston [1st Dist.] 2014, pet. denied.) ........... 10

Sierra Club v. Andrews Cnty.,
418 S.W.3d 711 (Tex.App.—El Paso 2013) .................................................. 10

Sullivan v. Abraham,
2014 WL 5140289 (Tex.App.—Amarillo Oct. 13, 2014, Pet. filed) ............. 10

Statutes

Civil Practice and Remedies Code, Chapter 27....................................... passim




                                                                                4|Page
                                       REPLY

A.     Attorneys' Fees Incurred by The Kirklin Law Firm, P.C.

       George Fleming ("Fleming") bases his Brief of Cross-Appellee

primarily on the argument that defendants The Kirklin Law Firm, P.C.,

Charles Kirklin, Stephen Kirklin, and Paul Kirklin defended themselves pro

se, and that because they defended themselves pro se, they didn't "incur" any

attorneys' fees as is required by the TCPA. This argument is correct in the

case of defendants Charles Kirklin, Stephen Kirklin, and Paul Kirklin, but

it's incorrect in the case of defendant The Kirklin Law Firm, P.C.

       In Texas, a corporation cannot defend itself pro se.1 It must be

represented by a licensed attorney,2 and a corporation cannot be a licensed

attorney. In this case, The Kirklin Law Firm, P.C. was represented by

Charles Kirklin, Stephen Kirklin, and Paul Kirklin (all licensed attorneys),

and it offered undisputed evidence that The Kirklin Law Firm, P.C. incurred

attorneys' fees to them:

       The reasonable, usual and customary value of the reasonable
       and necessary legal services of Charles Kirklin, Stephen R.

1
  Dell Dev. Corp. v. Best Indus. Unif. Supply Co., Inc., 743 S.W.2d 302, 303 (Tex.App.-
Houston [14th Dist.] 1987, writ denied); In re Cash Media Systems, Inc., 326 B.R. 655
(Bankr. S.D. Tex. 2005) (applying Texas law); Globe Leasing, Inc. v. Engine Supply and
Mach. Service, 437 S.W.2d 43 (Tex. Civ. App. Houston 1st Dist. 1969).
2
  Nelson v. Britt, 241 S.W.3d 672 (Tex. App. Dallas 2007); Kennedy v. Kennedy, 222
S.W.3d 97 (Tex. App. Austin 2006); Nevada Gold & Silver, Inc. v. Andrews Independent
School Dist., 225 S.W.3d 68, 221 Ed. Law Rep. 924 (Tex. App. El Paso 2005); KSNG
Architects, Inc. v. Beasley, 109 S.W.3d 894 (Tex. App. Dallas 2003).
                                                                             5|Page
      Kirklin and Paul Kirklin incurred by the Kirklin Defendants in
      defending the Kirklin Defendants [defined to include The
      Kirklin Law Firm, P.C. @ 7 RR 2584] against this legal action
      brought by George Fleming is $53,950.00 through March 30,
      2015....3

The Kirklin Defendants then itemized these incurred attorneys' fees,

beginning with the following statement:

      The following represents reasonable and necessary attorneys'
      fees incurred by the Kirklin Defendants in defending against
      the legal action....4

      After itemizing the hourly charges, the Kirklin Defendants confirmed

that The Kirklin Law Firm, P.C. agreed to pay their attorneys' was a fixed

hourly fee: "...the fee is a fixed hourly fee as shown above."5

      Charles Kirklin testified in detail that The Kirklin Law Firm, P.C. was

billed for the charges listed in the itemization.6 He concluded by testifying

that "...we billed what time we took on each of these projects, yes."7

      Texas courts have held that the foregoing evidence is more than

sufficient to prove that attorneys' fees were incurred by a party. For example,




3
  1 RR 92 (March 30, 2015 Hearing) (emphasis added)
4
  1 RR 92 - 96 (March 30, 2015 Hearing) (emphasis added)
5
  1 RR @ 93 (March 30, 2015 Hearing)
6
  See, for example, 1 RR 107 (March 30, 2015 Hearing); 1 RR 36 (March 30, 2015
Hearing) @ 14 – 17; 1 RR 39 (March 30, 2015 Hearing ) @ 12 – 14; 1 RR 41 – 42
(March 30, 2015 Hearing); 1 RR 44 (March 30, 2015 Hearing) @ 16 – 18; 1 RR 44 – 45
(March 30, 2015 Hearing); 1 RR 45 (March 30, 2015 Hearing)
7
  1 RR 58 (March 30, 2015 Hearing)
                                                                         6|Page
in the American Heritage Capital case, a litigant offered the following

affidavit evidence from the representing attorney:

        My services and the services of [his firm] were and are
        necessary and the expenses incurred are reasonable in that
        Plaintiff ... filed suit against Defendants and it was reasonable
        and necessary for Defendants to retain legal counsel to
        represent and defend them in this action, as well as to assert
        their statutory rights under the Texas Anti-SLAPP statute....8

The court held that this was evidence that the litigants incurred attorneys'

fees:

        To this evidence we may add [the attorney's] subsequent
        description of the legal work he and others actually performed
        on the case and the existence of the invoices directed to [the
        litigants]. The evidence, viewed as a whole, gives rise to a
        reasonable inference that [the litigants] did in fact "retain," i.e.,
        make an agreement to pay, [the attorney and his firm] for their
        legal services.

        We also agree...that the evidence adequately supports the
        proposition that [the litigant] also incurred liability for and paid
        for the legal services of [the attorney and his firm]. In his
        affidavit, [the attorney] explains what services were performed
        by members of his law firm, how much time was spent on those
        services, and what the relevant hourly rates were. Coupled with
        his previous testimony indicating that [the litigants] retained
        [the attorney and his firm] to furnish those services, [the
        attorney's] testimony is some evidence that [the litigant]
        actually incurred—became liable to pay—fees for those
        services.9



8
  Am. Heritage Capital, LP v. Gonzalez, 436 S.W.3d 865, 878 (Tex. App.—Dallas 2014,
no pet.)
9
  Id.
                                                                          7|Page
       Like the litigants in American Heritage Capital, after offering

evidence that it incurred attorneys' fees to its attorneys, The Kirklin Law

Firm, P.C. offered evidence that explained what services were performed by

its attorneys,10 how much time was spent on those services,11 and what the

relevant hourly rates were.12 This constituted evidence that The Kirklin Law

Firm, P.C. incurred attorneys' fees and in what amounts.

       Fleming cross-examined Charles Kirklin about the number of hours

that were performed in carrying out various tasks for which The Kirklin Law

Firm, P.C. was billed, but he failed to cross-examine Charles Kirklin on The

Kirklin Law Firm, P.C.'s evidence of the basic fact that it incurred attorneys'

fees, at least in some amount. He also failed to offer any evidence that would

prove otherwise. Thus, the evidence that The Kirklin Law Firm, P.C.

incurred attorneys' fees stands unrebutted.

       Even if the Kirklin Defendants had not submitted the foregoing

evidence, the Texas Supreme Court has held that trial courts can infer that

attorneys' fees were incurred from circumstantial evidence:

       The record reflects...that services were performed on the
       doctor's behalf. The attorney filed an answer, a plea in
       abatement, a motion to dismiss, and a notice of appeal. The
       attorney also appeared, argued, and gave testimony regarding

10
   1 RR 94 – 96 (March 30, 2015 Hearing)
11
   Id.
12
   Id.
                                                                      8|Page
         the motion to dismiss. While there is no evidence about what
         Dr. Garcia (or perhaps his insurance carrier) agreed to pay for
         these services, it blinks reality to assume that the attorney was a
         volunteer or that Dr. Garcia did not incur attorney's fees for this
         work.... Because there is some evidence in this case that
         attorney's fees were both incurred and reasonable, the trial court
         should have awarded attorney's fees to Dr. Garcia.13

         In this case, there is direct evidence that The Kirklin Law Firm, P.C.

incurred attorneys' fees as explained above, but there is also plenty of

circumstantial evidence from which attorneys' fees can be inferred as well.

Just as in the Garcia case, The Kirklin Law Firm, P.C.'s attorneys filed an

answer, a motion to dismiss, and took other actions on behalf of their client.

According to the Garcia case, this circumstantial evidence alone is evidence

that The Kirklin Law Firm, P.C. incurred attorneys' fees.

         The $53,950 in attorneys' fees sought by The Kirklin Law Firm, P.C.

is a reasonable amount. Charles Kirklin testified in support of these

attorneys' fees in detail, and the trial court held that "$53,950 appears to me

to be a reasonable and necessary fee."14 Nevertheless, the trial court

awarded the Kirklin Defendants zero in attorneys' fees at the trial level.

         This was an abuse of discretion because Texas courts have held that

when a case is dismissed under the TCPA, if any attorneys' fees were



13
     Garcia v. Gomez, 319 S.W.3d 638, 643 (Tex. 2010)
14
     1 RR 88 (March 30, 2015 Hearing)
                                                                         9|Page
incurred (as has been proven in this case), the trial court must award

attorneys' fees to the prevailing party in an amount above zero:

      Certain of our sister courts have reached the conclusion that an
      award of court costs, attorney's fees, and other expenses
      incurred in defending against the action is mandatory under
      section 27.009(a)(1) of the TCPA. See Schimmel v. McGregor,
      438 S.W.3d 847, 863 (Tex.App.—Houston [1st Dist.] 2014,
      pet. denied) (because movant established his entitlement to
      dismissal under the TCPA, he was entitled to “court costs,
      reasonable attorney's fees, and other expenses incurred in
      defending against the legal action as justice and equity may
      require” under section 27.009(a)(1)); Sierra Club v. Andrews
      Cnty., 418 S.W.3d 711, 720 (Tex.App.—El Paso 2013) (award
      of attorney's fees is mandatory under section 27.009(a)(1) of the
      TCPA if motion for dismissal granted), rev'd on other grounds,
      No. 14–0214, ––– S.W.3d ––––, 2015 WL 2148029 (Tex. May
      8, 2015); Fitzmaurice v. Jones, 417 S.W.3d 627, 634
      (Tex.App.—Houston [14th Dist.] 2013, no pet.) (trial court
      erred by not awarding appellants reasonable attorney's fees as
      requested by appellants and “required by section 27.009(a)”),
      disapproved on other grounds by In re Lipsky, No. 13–0928, ––
      –S.W.3d ––––, ––––, 2015 WL 1870073, at *4 (Tex. Apr. 24,
      2015) (orig. proceeding); see also Sullivan v. Abraham, No. 07–
      13–00296–CV, –––S.W.3d ––––, ––––, 2014 WL 5140289, at
      *1 (Tex.App.—Amarillo Oct. 13, 2014, pet. filed) (section
      27.009(a)(1) specifies trial court “shall award” fees and
      expenses to moving party if suit is dismissed; those two words
      “connote a lack of discretion”); Rauhauser v. McGibney, No.
      02–14–00215–CV, –––S.W.3d ––––, ––––,2014 WL 6996819,
      at *8 (Tex.App.—Fort Worth Dec. 11, 2014, no pet.) (award of
      court costs, attorney's fees, and expenses mandatory under
      section 27.009(a) of the TCPA)....15




15
  Avila v. Larrea, 05-14-00631-CV, 2015 WL 3866778, at *3 (Tex. App.—Dallas June
23, 2015, pet. filed)
                                                                       10 | P a g e
         The plain language of section 27.009(a)(1) mandates that
         appellants, as successful movants for dismissal, are entitled to
         an award of reasonable attorney's fees and other expenses
         incurred in defending against the action that is supported by the
         evidence. See Cruz, 452 S.W.3d at 522. While the statute
         affords the trial court discretion to adjust downward
         reasonable attorney's fees and other expenses incurred in
         defending against the action as justice and equity may
         require, the statute does not afford discretion to award no
         attorney's fees and other expenses when the amount of
         reasonable fees and other expenses incurred in defending
         against the action are supported by record evidence. See
         Tex. Civ. Prac. & Rem.Code Ann. § 27.009(a)(1). On this
         record, we conclude the trial court abused its discretion by
         awarding no attorney's fees and other expenses incurred in
         defending against the action to appellants.16

         The trial court ruled that $53,950 in attorneys' fees was a reasonable

and necessary fee. It had the discretion to award that amount, or something

less than that, but it was an abuse of discretion to award no attorneys' fees.

B.       Segregation of attorneys' fees as between the Kirklin Defendants

         It was unnecessary to segregate the attorneys' fees as between each of

the Kirklin Defendants because all attorneys' fees at issue in this appeal were

for legal services performed on behalf of all the Kirklin Defendants,

including The Kirklin Law Firm, P.C. Thus, the Kirklin Defendants' claims

for attorneys' fees and sanctions were "inextricably intertwined" as between

each of the Kirklin Defendants. As stated by the 14th Court of Appeals:



16
     Avila @ 5 (emphasis added)
                                                                      11 | P a g e
       ...if a party proves that the claims arise out of the same
       transaction and are so interrelated that their prosecution or
       defense entails proof or denial of essentially the same facts,
       then the fees are deemed to be "intertwined to the point of being
       inseparable," and the party seeking attorney's fees may recover
       the entire amount of fees covering all claims.17

       At the trial level, all the legal issues applied to all the Kirklin

Defendants equally, and they offered evidence that every single one of the

itemized attorneys' fees entries were performed on behalf of all the Kirklin

Defendants.18

       It would be impossible to segregate these "inextricably intertwined"

attorneys' fees as between the Kirklin Defendants, and Texas law doesn't

require segregation between the parties that are seeking attorneys' fees in

such a situation.

C.     Segregation of Attorneys' Fees as between the Fleming Plaintiffs

       There were two plaintiffs in this litigation at the trial level, Fleming

and Fleming & Associates, LLP ("F&A") (or collectively "Fleming

Plaintiffs"). But only Fleming is a plaintiff in this appeal, and the Kirklin

Defendants are seeking attorneys' fees against only him. The Kirklin

Defendants' attorneys did engage in activities that related to only Fleming

and not to Fleming & Associates, LLP and vice versa. Thus, the Kirklin

17
   Air Routing Intern. Corp. (Canada) v. Britannia Airways, Ltd., 150 S.W.3d 682, 693
(Tex. App.—Houston [14th Dist.] 2004, no pet.)
18
   1 RR 92 (March 30, 2015 Hearing)
                                                                            12 | P a g e
Defendants were required to segregate their attorneys' fees as between

Fleming and Fleming & Associates, LLP, and they did.

         But Fleming argues in his Brief of Cross-Appellee that the Kirklin

Defendants failed to segregate attorneys' fees as between the Fleming

Plaintiffs:

         Last, despite losing one of the two TCPA motions they copied,
         the Kirklins still sought almost $54,000 in trial-level fees at
         higher hourly rates than the other attorneys had billed. Overall,
         the Kirklins' times sheets demonstrate their lack of "a good faith
         effort to exclude from a fee request hours that are excessive,
         redundant, or otherwise unnecessary.19

         With respect to factor (4), the U.S. Supreme Court has held "the
         most critical factor in determining the reasonableness of a fee
         award is the degree of success obtained...." Little need be said
         on the subject. Even with the benefit of copying other attorneys'
         ideas and work product, the Kirklins managed to succeed in just
         one of the two motions they filed.... Therefore, if the Court does
         not affirm the denial of attorneys' fees due to the Kirklins' pro
         se attorney status...It should begin with a 50% fee reduction to
         reflect the Kirklins' limited success.20

         This argument is misleading and incorrect. The Kirklin Defendants

segregated the attorneys' fees as between the Fleming Plaintiffs, and they are

only seeking the attorneys' fees attributable to work performed in connection

with Fleming's claims (on which they were successful). The Kirklin

Defendants specifically excluded the attorneys' fees attributable to work


19
     Brief of Cross-Appellee @ 23
20
     Id. @ 26
                                                                       13 | P a g e
performed in connection with F&A's claims (on which they were initially

unsuccessful in their anti-SLAPP motion, but ultimately successful in

summary judgment).

         This segregation was laid out clearly in Charles Kirklins' declaration

when the attorneys' fees were separated into two categories:

         (1) "LEGAL SERVICES RE: FLEMING & ASSOCIATES,
         LLP,"21 and

         (2) "LEGAL SERVICES RELATED TO MOTION TO
         DISMISS CLAIMS BY GEORGE FLEMING"22

         The Kirklin Defendants excluded the first category from their

attorneys' fees damages calculation, as can be seen at 1 RR 96 (March 30,

2015 Hearing), which calculates only the "TOTALS FOR LEGAL

SERVICES RELATED TO MOTION TO DISMISS CLAIMS OF

GEORGE FLEMING 1/12/15 – 3/30/15" at $53,950.00. This is the total

amount that the Kirklin Defendants are seeking in this appeal for attorneys'

fees at the trial level.

         Thus, The Kirklin Law Firm, P.C. segregated its calculation of

attorneys' fees as between the Fleming Plaintiffs, and they are only seeking

attorneys' fees for work performed in connection with the claims asserted by

Fleming, individually.

21
     1 RR 93 (March 30, 2015 Hearing)
22
     1 RR 94 (March 30, 2015 Hearing)
                                                                     14 | P a g e
D.     Sanctions

According to the TCPA Sec. 27.009:

       (a) If the court orders dismissal of a legal action under [Chapter 27
       of the CPRC], the court shall award to the moving party:

              (1) court costs, reasonable attorney's fees, and other
              expenses incurred in defending against the legal action as
              justice and equity may require; and

              (2) sanctions against the party who brought the legal
              action as the court determines sufficient to deter the party
              who brought the legal action from bringing similar actions
              described in this chapter.23

       The American Heritage Capital court concluded that evidence of

previous litigation could be considered "along with all the other evidence in

determining, as a matter of discretion, how large the sanction needed to be to

accomplish its statutory purpose."24 But it held that even if there were no

prior litigation, an award of sanctions is still required under the TCPA.25

Thus, the Kirklin Defendants aren't required to prove that Fleming engaged

in previous litigation against them to be entitled to sanctions.

       In his Brief of Cross-Appellee, Fleming quibbles with the Kirklin

Defendants' characterization of his previous lawsuits against them. The

Kirklin Defendants disagree with Fleming's description of these lawsuits and

23
   (emphasis added)
24
   Am. Heritage Capital, LP v. Gonzalez, 436 S.W.3d 865, 881 (Tex. App.—Dallas 2014,
no pet.)
25
   Id.
                                                                         15 | P a g e
believe their characterization is accurate, but since sanctions are still

required even in the absence of any previous lawsuits, such quibbling is

irrelevant in this appeal.

      The TCPA requires the trial court to award attorneys' fees and

sanctions to the prevailing party. The Avila case didn't reach the issue of

sanctions, but it held that the TCPA's requirement regarding attorney's fees

means the trial court must award an amount in excess of zero:

      While the statute affords the trial court discretion to adjust
      downward reasonable attorney's fees and other expenses
      incurred in defending against the action as justice and equity
      may require, the statute does not afford discretion to award no
      attorney's fees...26

      Although we haven't found a case that specifically applies this same

reasoning to sanctions, the logic is exactly the same, and it should extend to

sanctions. In a dismissal under the TCPA, sanctions are required, just as

attorneys' fees are required. The trial court has discretion over the amount of

sanctions and attorneys' fees, but it doesn't have discretion over whether

sanctions and attorneys' fees should be awarded. Thus, the trial court must

award some amount of sanctions and attorney's fees in excess of zero, or else

it is a violation of the TCPA and an abuse of discretion.



26
  Avila v. Larrea, 05-14-00631-CV, 2015 WL 3866778, at *5 (Tex. App.—Dallas June
23, 2015, pet. filed)
                                                                       16 | P a g e
         The TCPA language is actually even stronger in the case of sanctions

because it states that the trial court must award sanctions "sufficient to deter

the party who brought the legal action from bringing similar actions." Such

an amount would have to be greater than zero because it would be

impossible to deter anyone from doing anything by imposing a penalty of

zero.

         The trial court held that sanctions of "$75,000 sounds about right for

an amount to – to prevent this from going on in the future,"27 but it chose to

award zero in sanctions anyway. This was an abuse of discretion because the

TCPA requires sanctions, and an award of zero sanctions is no sanction at

all.

                                        PRAYER

         Cross-Appellants pray that the trial court's March 30, 2015 Order on

Attorneys' Fees and Sanctions as to the Kirklin Defendants be reversed and

rendered to require Fleming to pay:

         (1)    Attorneys' fees for the trial level in the amount of $53,950; and

         (2)    Sanctions in the amount of $75,000.

         Alternatively, Cross-Appellants pray that the trial court's March 30,

2015 Order on Attorney's Fees and Sanctions be reversed and remanded to


27
     1 RR 88 (March 30, 2015 Hearing)
                                                                        17 | P a g e
the trial court for entry of sanctions and attorney's fees in accordance with

this Court's opinion.

      Cross-Appellants pray that the trial court's March 30, 2015 Order on

Attorneys' Fees and Sanctions be in all other things sustained.


                                        Respectfully Submitted,

                                        THE KIRKLIN LAW FIRM, P.C.


                                        /s/ Paul S. Kirklin
                                        Paul S. Kirklin
                                        pkirklin@kirklinlaw.com
                                        Texas State Bar No. 24070063
                                        12600 N Featherwood Dr, Suite 225
                                        Houston, TX 77034
                                        (713) 571-8300
                                        (281) 922-6240 Fax
                                        Attorney for Cross-Appellants




                                                                      18 | P a g e
                     CERTIFICATE OF COMPLIANCE

(1)   This brief complies with the type-volume limitation of Tex. R. App.
      P. 9.4 because it contains 3,600 words as determined by the computer
      software's word-count function, excluding the parts of the brief
      exempted by Tex. R. App. P. 9.4(i)(1).

(2)   This brief complies with the typeface requirements of Tex. R. App. P.
      9.4(e) because it has been prepared in a proportionally spaced
      typeface using Microsoft Word 2007 in 14 point Times New Roman
      font.

Dated: August 30, 2015


                                     /s/ Paul S. Kirklin
                                     Paul S. Kirklin




                                                                 19 | P a g e
                         CERTIFICATE OF SERVICE

       I certify that on this 30th day of August, 2015, a true and correct copy
of the Cross-Appellants' Reply Brief was served electronically on all
attorneys of record as listed below in accordance with the Texas Rules of
Appellate Procedure.

      Sylvia Davidow
      sylvia_davidow@fleming-law.com
      George M. Fleming
      george_fleming@fleming-law.com
      J. Ken Johnson
      ken_johnson@fleming-law.com
      Kelsey Stokes
      kelsey_stokes@fleming-law.com
      FLEMING, NOLEN & JEZ, LLP
      2800 Post Oak Blvd., Suite 4000
      Houston, TX 77056-6109



                                       /s/ Paul S. Kirklin
                                       Paul S. Kirklin




                                                                     20 | P a g e
