Affirmed in Part; Reversed in Part; Remanded; and Opinion and Concurring
and Dissenting Opinion filed December 21, 2018.




                                        In The

                      Fourteenth Court of Appeals

                                NO. 14-16-00715-CV

        MARY ANN YAMIN, TEXAS BLACK IRON, INC., AND 5310
                   WOODWAY, LLC, Appellants
                                           V.

                   CARROLL WAYNE CONN, L.P, Appellee

                     On Appeal from the 55th District Court
                             Harris County, Texas
                       Trial Court Cause No. 2013-47764

                                   OPINION


      This appeal from the judgment rendered after a jury trial is primarily
concerned with a judgment creditor’s ability to levy execution on the shares and
assets of a corporation allegedly formed by the debtor’s wife while the couple was
insolvent. The share certificate states that the shares are the wife’s separate property,
and the couple additionally executed a bill of sale transferring the husband’s
community-property interest in the shares to the wife’s separate estate. Years later,
the couple also executed and recorded a partition agreement making the bill of sale
public and transferring additional property.

       The creditor sued the couple and the corporation to have the bill of sale and
the partition agreement set aside as fraudulent under the Texas Family Code and the
Texas Uniform Fraudulent Transfer Act (“TUFTA”). See TEX. FAM. CODE ANN.
§ 4.106(a) (West 2006); TEX. BUS. & COM. CODE ANN. §§ 24.001–.013 (West 2015
& Supp. 2018). The creditor also sought to levy execution on the corporation’s
assets under a theory of outsider reverse veil-piercing. With the exception of one
time-barred claim, the creditor prevailed on every theory and the trial court awarded
the creditor attorney’s fees and the right to levy execution on the corporation’s shares
and assets.

       In this appeal by the corporation and the debtor’s wife, 1 we affirm the
judgment except for the trial court’s ruling on attorney’s fees. Because the trial court
erred in holding the corporation liable for attorney’s fees, and because the creditor
failed to adequately segregate non-recoverable from recoverable fees, we reverse the
award of attorney’s fees, affirm the remainder of the judgment, and remand the cause
to the trial court for relitigation only of the issue of attorney’s fees.

                                     I. BACKGROUND

       In 2004, Stephen Yamin Sr. guaranteed the debt of Junior Motorcycles of
Houston LLC d/b/a Yamin Motorcycles to its landlord Carroll Wayne Conn, L.P.
(“Conn”).2 Stephen acknowledged in the guaranty agreement that the agreement


       1
          Another corporation, 5310 Woodway, LLC, also appeals, but judgment was not rendered
against it.
       2
        Because several members share the same last name, we refer to all of the members of the
Yamin family by their first names.

                                              2
induced Conn to reinstate the lease. Although the company was owned by his son,
Stephen ran Yamin Motorcycles as its president or general manager.

      Yamin Motorcycles defaulted on its lease and was evicted. Conn sued
Stephen on the guaranty, and in the 2010 judgment in that case, Conn was awarded
$316,294.66 in damages, $10,625.00 in trial attorney’s fees, and conditional
appellate attorney’s fees of up to $35,000.00. Stephen has paid nothing on the
judgment.

A.    Texas Black Iron, Inc.

      In 2006, the Yamins had no income. They were insolvent and were being
supported by their daughter Gina.

      On July 28th of that year, Mary Ann Yamin formed Texas Black Iron, Inc.
(“Black Iron”). Stephen testified in his deposition that there were outstanding
judgments against him when Black Iron was formed, but he stated at trial that he
believed the judgments were settled in 2004 and 2005, or that one judgment was still
outstanding in 2006.

      Black Iron’s share certificate states that the shares are the “Sole & Separate
Property of Mary Ann Yamin.” Mary Ann testified in her deposition that she did
not recall the source of the money used to start the company, but she testified at trial
that she founded the company using $1,000.00 that she received as a gift from Gina.
Gina testified that she remembered her mother talking about starting a pipe company
and that Gina gave Mary Ann $1,000.00 at Mary Ann’s request. Gina stated she
does not know what her mother did with the money.

      Stephen runs Black Iron and pays for all of the Yamins’ personal expenses—
including yachts, jewelry, homes, furnishings, vacations, and hundreds of thousands
of dollars in gifts to family members—directly from Black Iron’s accounts. Stephen

                                           3
testified that both he and Mary Ann are signatories on Black Iron’s accounts.
Stephen also has a signature stamp of Mary Ann’s name, which he uses at his
complete discretion.

B.    The 2006 Bill of Sale

      On an unknown date, Stephen and Mary Ann also executed a Bill of Sale in
which Stephen purported to sell and transfer to Mary Ann, as her sole and separate
property, “[a]ll of my interest, if any, including future income and enhancements
therefrom, in Texas Black Iron, Inc.” The Bill of Sale further states, “This transfer
is effective as of July 28, 2006.” We therefore refer to it as the “2006 Bill of Sale.”

C.    The 2013 Partition Agreement

      In early 2013, the Yamins executed and recorded a Partition/Stipulation
Agreement (“the 2013 Partition Agreement”), declaring their “intention to inform
the world of our agreement as originally set out on the [2006 Bill of Sale],” which
they attached as an exhibit. The 2013 Partition Agreement additionally partitioned
everything the Yamins owned into Mary Ann’s separate property, with the exception
of Stephen’s clothing, watches, two guns, a television, a chair, and $4,800.00 cash,
which were said to be Stephen’s separate property.

D.    Conn’s Suit to Collect the Judgment

      A few months after the Yamins recorded the 2013 Partition Agreement, Conn
sued Stephen, Mary Ann, Black Iron, and a company known as 5310 Woodway,
LLC (“Woodway”)3 to collect on Conn’s 2010 judgment against Stephen. Conn
alleged that Stephen fraudulently attempted to place all of the Yamins’ assets beyond
the reach of Stephen’s creditors by claiming that all of the Yamins’ assets—

      3
         There is conflicting evidence about whether 5310 Woodway, LLC is owned by Black
Iron or by Mary Ann.

                                           4
including Stephen’s alleged alter ego Black Iron—are Mary Ann’s separate
property. Conn sought to have the allegedly fraudulent 2006 Bill of Sale and 2013
Partition Agreement declared void under the Texas Family Code or “avoided” under
TUFTA4 and to execute on Black Iron’s assets under a theory of outsider reverse-
piercing of the corporate veil. The Yamins defended on the grounds of limitations
and additionally maintained that the Black Iron shares are either Mary Ann’s
separate property or community property subject to Mary Ann’s sole management,
control, and disposition. They further argued that outsider reverse veil-piercing is
(1) not a recognized theory in Texas; (2) unavailable where the plaintiff seeks to
hold the corporation liable for the debts of a person who is not a shareholder; and
(3) limited by the statute governing traditional or “direct” corporate veil-piercing,
which requires a showing that the alleged fraud is related to the transaction at issue.
To combat the Yamins’ limitations defense, Conn asserted the discovery rule.

        The jury found that Mary Ann did not acquire her Black Iron stock by way of
a gift from Gina; thus, the stock did not originate as Mary Ann’s separate property.
The jury also found that the 2006 Bill of Sale and the 2013 Partition Agreement are
fraudulent under both the Texas Family Code and TUFTA, and that Black Iron is
responsible for Stephen’s debt to Conn both under a common-law veil-piercing
theory and under the statute governing traditional veil-piercing. See TEX. BUS.
ORGS. CODE §§ 21.223–.225 (West 2012). Finally, the jury found that Conn should
have discovered the 2006 Bill of Sale in February 2012, which was when Black Iron



        4
           Compare TEX. FAM. CODE ANN. § 4.106(a) (“A provision of a partition or exchange
agreement made under this subchapter is void with respect to the rights of a preexisting creditor
whose rights are intended to be defrauded by it.”) (emphasis added) with TEX. BUS. & COM. CODE
ANN. § 24.008 (“In an action for relief against a transfer or obligation under this chapter, a
creditor . . . may obtain . . . avoidance of the transfer or obligation to the extent necessary to satisfy
the creditor’s claim . . . .”) (emphasis added).

                                                    5
produced the document to Conn’s counsel. Woodway was not mentioned in the
charge.

      In accordance with the testimony of Conn’s counsel, the jury found that the
total reasonable fee for the necessary services of Conn’s counsel was $215,000.00
for representation in the trial court, of which $129,000.00 was attributable solely to
the veil-piercing claim. The jury assessed conditional appellate attorney’s fees at
$20,000.00 for an appeal to an intermediate appellate court and $50,000.00 for an
appeal to the Supreme Court of Texas.

      The trial court partially granted Mary Ann’s, Black Iron’s, and Woodway’s
motion to disregard jury findings, agreeing that a statute of repose bars Conn’s claim
that the 2006 Bill of Sale violates TUFTA. See TEX. BUS. & COM. CODE ANN.
§ 24.010(a)(1).   In accordance with that ruling and with the jury’s remaining
findings, the trial court decreed that the 2006 Bill of Sale is void (under the Texas
Family Code); the 2013 Partition is void (under the Texas Family Code) and avoided
(under TUFTA), and that Conn may levy execution on, and pursue other lawful post-
judgment remedies against, Black Iron’s stock and assets.             The trial court
additionally held Mary Ann and Black Iron jointly and severally liable to Conn for
$215,000 in trial attorney’s fees and for the conditional award of appellate attorney’s
fees as assessed by the jury. The trial court allowed Mary Ann’s, Black Iron’s, and
Woodway’s motion for new trial to be overruled by operation of law.

      Mary Ann, Black Iron, and Woodway appealed, but only Mary Ann and Black
Iron have presented issues for our review.

                               II. ISSUES PRESENTED

      Mary Ann argues on appeal that that the trial court erred in allowing Conn to
levy execution on her Black Iron shares because the shares either are her separate


                                          6
property or are community property subject to her sole management, control, and
disposition. With the exception of the single jury finding that the trial court
disregarded, Mary Ann challenges each of the jury’s fraud findings and its finding
that Conn discovered or should have discovered the 2006 Bill of Sale on February
28, 2012. She further argues that Conn neither pleaded nor proved the discovery
rule. Black Iron challenges the application of outsider reverse veil-piercing that
allows Conn to levy execution on Black Iron’s assets, and both Mary Ann and Black
Iron seek reversal of the attorney-fee award.

III. OVERCOMING THE PRESUMPTIONS ARISING FROM THE SHARE CERTIFICATE

      To understand the effect of the evidence and the jury’s findings, we first
explain the presumptions that apply to the characterization of property owned by one
or both spouses during marriage. We then will show how the jury’s findings and the
conclusive evidence defeated the presumptions on which Mary Ann relies.

      We begin with the initial presumption that property possessed by either spouse
during the marriage is community property. TEX. FAM. CODE ANN. § 3.003(a) (West
2006). Absent a written power of attorney or a spousal agreement to the contrary,
community property generally is subject to the spouses’ joint management, control,
and disposition. Id. § 3.102(c). Community property subject to the spouses’ joint
management, control, and disposition is subject to the liabilities incurred by a spouse
before or during marriage. Id. § 3.202(c).

      To overcome the community-property presumption, the litigant must show by
clear and convincing evidence that the property at issue is a spouse’s separate
property. Id. § 3.003(b). A spouse’s separate property is property that the spouse
owned or claimed before marriage; property acquired by the spouse by gift, devise,
or descent; and recovery for the spouse’s personal injuries (other than recovery for
loss of earning capacity) sustained during the marriage. Id. § 3.001.
                                          7
      If property is titled in one spouse’s name as that spouse’s separate property,
then the presumption of community property is replaced with a presumption that the
property is the spouse’s separate property. See Henry S. Miller Co. v. Evans, 452
S.W.2d 426, 430–31 (Tex. 1970) (stating that there is no presumption of community
property over real property in which the deed recites that it is one spouse’s separate
property); In re Marriage of Brent, No. 07-11-00223-CV, 2013 WL 683333, at *2
(Tex. App.—Amarillo Feb. 21, 2013, pet. denied) (mem. op.) (husband’s promissory
note reciting that the money borrowed was his wife’s separate property “sufficiently
rebuts the presumption of community property and creates a new presumption that
the funds loaned by wife to husband were wife’s separate property”); Kyles v. Kyles,
832 S.W.2d 194, 196 (Tex. App.—Beaumont 1992, no writ) (recitals of separate
property “displaced the normal presumption of community property, and create[d] a
new presumption that the property is appellant’s separate property”). Whether
property belongs to the community estate or a spouse’s separate estate is determined
upon the inception of title. TEX. FAM. CODE ANN. § 3.006 (West 2006).

      Each spouse has sole management, control, and disposition of that spouse’s
separate property. Id. § 3.101. A spouse’s separate property is not subject to the
other spouse’s liabilities unless a rule of law makes both spouses liable.         Id.
§ 3.202(a).

      Certain community property, referred to as “special community property,” is
treated similarly to separate property. See, e.g., Montemayor v. Ortiz, 208 S.W.3d
627, 644 (Tex. App.—Corpus Christi 2006, pets. denied). Special community
property is the community property that is subject to one spouse’s sole management,
control, and disposition. TEX. FAM. CODE ANN. § 3.102(a); Montemayor, 208
S.W.3d at 643–44. Such special community property includes, among other things,
a spouse’s personal earnings, revenue from a spouse’s separate property, and “the

                                          8
increase and mutations of, and the revenue from, all property subject to the spouse’s
sole management, control, and disposition.” TEX. FAM. CODE ANN. § 3.102(a).
Property held in the name of one spouse is presumed to be under that spouse’s sole
management, control, and disposition. Id. § 3.104(a). Unless a rule of law makes
both spouses personally liable, one spouse’s special community property is not
subject to the other spouse’s non-tortious liabilities incurred during the marriage.
See id. § 3.202(b)(2) (West Supp. 2017).

      Because the Black Iron share certificate states that the shares are owned by
Mary Ann as her separate property, the presumption of community property was
replaced with a presumption that the shares are Mary Ann’s separate property. See
Kyles, 832 S.W.2d at 196. To subject the shares to Stephen’s contractual liability to
Conn, Conn first had to overcome the presumption that the shares are Mary Ann’s
separate property. If Conn did so, then the shares would be community property
titled in Mary Ann’s name, and Conn would have to overcome the presumption that
the shares were subject to Mary Ann’s sole management, control, and disposition.

A.    Defeating the Presumption of Separate Property

      In the charge conference, the trial court informed the parties that the jury
would not be asked whether individual assets were separate or community property,
because the characterization of property is a question of law. To identify the
question of fact that needed to be answered for the trial court to make this
determination, Mary Ann’s counsel clarified his client’s position that the Black Iron
shares were titled in Mary Ann’s name as her separate property because the shares
were “the proceeds of a gift.” See TEX. FAM. CODE ANN. § 3.001(2) (a spouse’s
separate property includes property received by gift). This is the only basis on which
Mary Ann claimed that the stock was her separate property ab initio, that is, without
relying on a transfer of Stephen’s community-property interest.

                                           9
      To address this issue, the jury was asked in Question 7 of the charge, “Did
Mary [Ann] Yamin acquire the stock in Black Iron by way of a gift?” There initially
was some confusion about the issue this question was intended to resolve. In closing,
Mary Ann’s counsel argued that Mary Ann acquired the stock using money received
as a gift from Gina, while Conn argued that the 2006 Bill of Sale was not a gift of
the stock from Stephen. This confusion was eliminated before the verdict was
rendered. During deliberations, the jury asked, “May we get clarity on Question #7.
We need to understand who the gift is from[,] Gina the daughter or Stephen Sr.” The
trial court sent back the answer, “Gina.” Given the trial court’s response, the
question the jury answered was whether Mary Ann acquired the stock “by way of”
a gift from Gina, that is, using money Mary Ann received as a gift from her daughter.

      By its negative answer, the jury failed to credit Mary Ann’s testimony that she
acquired the stock using funds she received as a gift from Gina, or stated differently,
using funds that were Mary Ann’s separate property. Mary Ann does not challenge
this finding on appeal. Because the jury’s answer to Question 7 eliminated the only
basis for Mary Ann’s allegations that the shares were her separate property from
their inception, the shares are presumed to be community property.             Cf. id.
§§ 3.003(a), 3.006.

B.    Defeating the Presumption of Special Community Property

      Although the shares are community property, they are titled in Mary Ann’s
name; thus, they are presumed to be special community property under Mary Ann’s
sole management, control, and disposition.        See id. § 3.104(a).    Such special
community property is not subject to the other spouse’s contractual debts for non-
necessaries. See id. §§ 3.201(a)(2), 3.202(b)(2). Conn therefore had to overcome
the presumption that Black Iron is under Mary Ann’s sole management, control, and
disposition. See Dauz v. Valdez, No. 01-15-00831-CV, __S.W.3d__, 2018 WL

                                          10
4129826, at *12 (Tex. App.—Houston [1st Dist.] Aug. 30, 2018, no pet.)
(presumption is rebuttable).

      Although the jury was not expressly asked to make such a finding, the
evidence conclusively established that Mary Ann does not have sole management,
control, and disposition of Black Iron. Both Stephen and Mary Ann admitted that
Stephen runs the company. Stephen writes Black Iron’s checks, and he not only has
signature authority on Black Iron’s accounts, but he also has a stamp of Mary Ann’s
signature that he uses at will. He and his son, not Mary Ann, maintain the company’s
check register. The company’s books are kept on Stephen’s computer, and it is
Stephen who tells Black Iron’s accountant how to characterize transactions. Mary
Ann leaves Black Iron in Stephen’s hands, for as she stated at trial, “The man that is
running this company I trust with my life and my children. I have no reason to
question him.”

      We overrule Issue 1(A). Because Black Iron is community property and is
not subject to Mary Ann’s sole management, control, and disposition, the shares are
subject to Stephen’s liability to Conn unless Stephen validly transferred his
community-property interest to Mary Ann. For the reasons described in the next
section, however, we conclude that the trial court correctly held the attempted
transfers to be ineffective.

                      IV. ATTEMPTED PROPERTY TRANSFERS

      As an alternative to their attempt to establish that the shares were Mary Ann’s
separate property from the inception of title, the Yamins attempted to show that
Stephen transferred his community-property interest in the shares to Mary Ann as
her separate property. To do so, they relied on the 2006 Bill of Sale, made public as
part of the 2013 Partition Agreement.


                                         11
A.    The 2006 Bill of Sale

      The 2006 Bill of Sale states that Stephen “does hereby sell, assign and transfer
to [Mary Ann] as her sole and separate property, . . . [a]ll of my interest, if any,
including future income and enhancements therefrom, in Texas Black Iron,
Inc. . . . effective as of July 28, 2006,” which is the same date that appears on the
share certificate. Conn alleged that the purported transfer was fraudulent, and thus
void under the Texas Family Code and avoided under TUFTA.

      1.     The Family Code Claim

      In Issue 1(B), Mary Ann contends that Conn’s claim that the 2006 Bill of Sale
is void under the Family Code is barred by limitations because Conn failed to plead
the discovery rule. She additionally argues that the evidence is legally and factually
insufficient to support the jury’s finding that Conn did discover, or should have
discovered, the 2006 Bill of Sale on February 28, 2012. In Issue 1(C), Mary Ann
asserts that the evidence is legally and factually insufficient to support the jury’s
finding that she or Stephen intended to defraud Conn’s rights when they executed
the 2006 Bill of Sale.

             (a)   Limitations under the Family Code
      We disagree with Mary Ann’s argument that limitations bars Conn’s claim
that the 2006 Bill of Sale is void under Texas Family Code section 4.106. The jury
was asked to determine the date on which Conn discovered, or in the exercise of
reasonable diligence should have discovered, the 2006 Bill of Sale. The jury
determined that date to be February 28, 2012, which according to the testimony of
Conn’s counsel, is the date he received a copy of the document from Black Iron.




                                         12
                   (i)    Sufficiency of Conn’s pleading

      Mary Ann contends that the trial court erred in giving effect to this finding
because Conn did not raise the discovery rule in its pleading. Again, we disagree.

      Texas follows the fair-notice standard for pleading, under which the pleadings
must provide the pleader’s adversary “sufficient information to enable that party to
prepare a defense or a response.” First United Pentecostal Church of Beaumont v.
Parker, 514 S.W.3d 214, 224–25 (Tex. 2017). Absent special exceptions, we
construe the pleadings liberally in favor of the pleader and supply every fact “that
can reasonably be inferred from what is specifically stated.” Roark v. Allen, 633
S.W.2d 804, 810 (Tex. 1982) (quoting Gulf, Colo. & Sante Fe Ry. Co. v. Bliss, 368
S.W.2d 594, 599 (Tex. 1963)).

      Conn sufficiently pleaded the discovery rule by stating in its petition,

      The 2006 Bill of Sale was not recorded and remained concealed from
      public knowledge until it was attached to an instrument entitled
      ‘Partition/Stipulation Agreement’ which was executed by [Stephen]
      and Mary Ann Yamin on January 29, 2013 and recorded in the Harris
      County Clerk’s office . . . on February l, 2013. . . .
From the factual allegation that the 2006 Bill of Sale was “concealed from public
knowledge” until February 1, 2013, one can reasonably infer that Conn contends it
did not discover the document’s existence before that date and could not have
discovered it sooner through the exercise of reasonable diligence. The pleading was
sufficient to place Mary Ann on notice that the date on which Conn did learn, or
could have learned, of the 2006 Bill of Sale was at issue.




                                         13
                      (ii)    Sufficiency of the evidence of the discovery date

       Mary Ann next argues that the evidence is legally and factually insufficient to
support the jury’s finding that Conn discovered the 2006 Bill of Sale, or should have
discovered it, on February 28, 2012.

       At trial, Conn’s counsel Barnet B. Skelton Jr. was asked if Black Iron
produced a copy of the 2006 Bill of Sale on February 28, 2012. Skelton agreed that
the document was produced on that date, and further testified, “That is the first time
we had any knowledge of the bill of sale,” which suggested that he was speaking on
behalf of himself and his client.5 This was confirmed when Skelton later elaborated
that “this is the first time Carroll Wayne Conn or me had any knowledge of its
existence.” There is no evidence that Conn had actual or constructive knowledge of
the 2006 Bill of Sale at any earlier date, or that it should have had such knowledge
at an earlier date in the exercise of reasonable diligence.

       Under the well-established standards of review applicable to legal and factual
sufficiency,6 we conclude that the evidence supports the jury’s finding. We overrule
Issue 1(B). The record shows that Conn filed this suit approximately eighteen
months after it received the 2006 Bill of Sale, well within the four-year statute of
limitations. See TEX. CIV. PRAC. & REM. CODE ANN. § 16.051 (West 2015).7

       5
           Emphasis added.
       6
         See City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005); (legal sufficiency); Ford
Motor Co. v. Ridgway, 135 S.W.3d 598, 601 (Tex. 2004) (legal sufficiency); Golden Eagle
Archery, Inc. v. Jackson, 116 S.W.3d 757, 761 (Tex. 2003) (factual sufficiency); Crosstex N. Tex.
Pipeline, L.P. v. Gardiner, 505 S.W.3d 580, 615 (Tex. 2016) (factual sufficiency).
       7
         Mary Ann asserts that the public filing of Black Iron’s incorporation documents provided
constructive notice “of the company’s formation by Mary Ann Yamin.” The question, however,
is not when Conn should have discovered the creation of Black Iron but when it should have
discovered the 2006 Bill of Sale purporting to transfer Stephen’s community-property interest in
the company and its income to Mary Ann’s separate estate. Black Iron’s certificate of formation
provides no notice of the existence of the 2006 Bill of Sale, nor does Mary Ann contend otherwise.

                                               14
             (b)   Sufficiency of the evidence of intent to defraud
      Under Texas Family Code section 4.106(a), “[a] provision of a partition or
exchange agreement made under this subchapter [i.e., Subchapter B, “Marital
Property Agreement”] is void with respect to the rights of a preexisting creditor
whose rights are intended to be defrauded by it.” To address this theory, the jury
was asked in Question 1 of the charge, “Did [Mary Ann or Stephen] intend to defraud
the rights of [Conn] when they executed the 2006 Bill of Sale?”

      The charge did not instruct the jury how to determine intent to defraud, and
we have found no Texas case specifying how intent to defraud under Texas Family
Code section 4.106(a) is determined; however, in a case seeking to set aside a
partition agreement under both the Texas Family Code and the Texas Uniform
Fraudulent Transfer Act, the Fifth Circuit reviewed the evidence of fraudulent intent
under the Texas Family Code in light of the “badges of fraud” listed in TUFTA. See
In re Hinsley, 201 F.3d 638, 643–44 (5th Circ. 2000). Conn challenged the 2006
Bill of Sale under both the Texas Family Code and TUFTA, and in the question
addressing liability under TUFTA, the jury was instructed on the “badges of fraud”
applicable to that claim. We agree with the Hinsley court that when a party seeks to
avoid the same transfer under both statutes, evidence that is legally and factually
sufficient to establish that a transfer was fraudulent under TUFTA is sufficient to
establish that the same transfer was fraudulent under the Family Code. We do not
hold that it is necessary that evidence of fraudulent intent be legally and factually
sufficient under TUFTA for it to be legally and factually sufficient under Texas
Family Code section 4.106(a); neither the Family Code nor the charge instructions
relied on TUFTA factors, and jurors were not required to consider them when
determining whether, under the Texas Family Code, Mary Ann and Stephen
executed the 2006 Bill of Sale with intent to defraud Conn’s rights as a creditor. We

                                         15
state only that, where a party contends that a partition agreement is fraudulent under
both statutes, evidence of fraudulent intent that is sufficient under TUFTA also is
sufficient under the Texas Family Code. Evidence that is insufficient under TUFTA
may or may not be sufficient under the Texas Family Code.

       In the question addressing liability under TUFTA, the jury was instructed as
follows:

       In answering this question you are instructed that in determining actual
       intent you may consider, among other factors, whether:
       - the transfer was to an insider;
       - the transferor retained possession or control of the property
         transferred after the transfer;
       - the transfer was concealed;
       - before the transfer was made, the transferor had been sued or
         threatened with suit;
       - the transfer was of substantially all of the transferor’s assets;
       - the transferor absconded;
       - the transferor removed or concealed assets;
       - the value of the consideration received was reasonably equivalent to
         the value of the assets transferred;
       - the transferor was insolvent or became insolvent shortly after the
         transfer was made[.]
       You are instructed that the 2006 Bill of Sale was a “transfer” as that
       term is used in these instructions, and that Stephen Yamin is a
       “transferor”.
       You are instructed that Mary [Ann] Yamin meets the definition of an
       “insider.”
The factors listed in this instruction are nine of the eleven “badges of fraud” listed
under TUFTA. See TEX. BUS. & COM. CODE ANN. § 24.005(b)(1)–(9).8

       8
         The remaining factors are whether “the transfer occurred shortly before or shortly after a
substantial debt was incurred” and whether “the debtor transferred the essential assets of the
                                                16
       For the reasons previously discussed, Black Iron was community property
when it was formed on July 28, 2012; thus, Stephen’s purported “sale” to Mary
Ann’s separate estate of any community-property interest he possessed in the
company was a “transfer” under TUFTA. See Act of May 28, 1993, 73d Leg., R.S.,
ch. 846, § 2, 1993 TEX. GEN. LAWS 3337, 3339 (defining “transfer” to include “every
mode, direct or indirect, absolute or conditional, voluntary or involuntary, of
disposing of or parting with an asset or an interest in an asset”) (amended 2015).
Moreover, the 2006 Bill of Sale expressly states that Stephen “does
hereby . . . transfer to Mary Ann” any community-property interest he possessed in
Black Iron and its future income and enhancements. And, as Stephen’s relative,
Mary Ann is an “insider” under TUFTA. See TEX. BUS. & COM. CODE ANN.
§ 24.002(7)(A)(i) (defining “insider” to include an individual debtor’s relatives).
Thus, as to the first TUFTA factor, the 2006 Bill of Sale was a transfer to an insider.

       Regarding the second factor, it is undisputed that Stephen has at all times
exercised control over Black Iron. Mary Ann was unable to answer most questions
about the business, frequently repeating that counsel should “ask Stephen.” As for
whether the 2006 Bill of Sale was concealed, the uncontroverted evidence shows
that Conn first learned of the document in 2012, and that the Yamins did not record
the document until 2013; thus, the evidence also supports the existence of the third
factor. Turning to the remaining factors, it is undisputed that Stephen made the
transfer after he had been sued by other creditors and after signing the guaranty
agreement that made Conn his creditor. It also is undisputed that at the time of the
transfer, Stephen was insolvent and the Yamins were being supported by their
daughter. There is no evidence that Stephen owned other assets when he transferred


business to a lienor who transferred the assets to an insider of the debtor.” TEX. BUS. & COM.
CODE ANN. § 24.005(b)(10), (b)(11).

                                             17
his interest in Black Iron, and the evidence at trial established that he received
nothing in return.

       Finally, the sole effect of transferring the company to Mary Ann’s separate
estate would have been to place Black Iron beyond the reach of Stephen’s creditors.
Mary Ann’s testimony supports this conclusion. When asked why Stephen would
“never have anything in his name” after executing the 2006 Bill of Sale, Mary Ann
stated she did not know, adding that Stephen “didn’t have any credit or anything, but
that has nothing to do with Texas Black Iron.” When it was pointed out that Mary
Ann also had no credit at that time, Mary Ann stated, “I didn’t have people after me.
I didn’t have any kind of judgments.” No other rationale was offered for holding the
company as Mary Ann’s separate property.

       We accordingly conclude that the evidence is legally sufficient to support the
jury’s finding that “Mary [Ann] Yamin or Stephen Yamin intended to defraud the
rights of [Conn], when they executed the 2006 Bill of Sale.” Because the evidence
recounted above is uncontroverted, we further conclude that the evidence is factually
sufficient to support the finding. Thus, we overrule Issue 1(C). We affirm the
portion of the judgment decreeing, pursuant to Texas Family Code section 4.106(a),
that the 2006 Bill of Sale is void and permitting Conn to levy execution on Black
Iron’s shares in satisfaction of Conn’s 2010 judgment against Stephen.

       2.      The TUFTA Claim

       Conn also attempted to “avoid” the 2006 Bill of Sale under TUFTA.9 TUFTA
enables a creditor to avoid a fraudulent transfer if the debtor made the transfer “with


       9
         The finding we have just discussed under the Texas Family Code is sufficient to allow
Conn to levy execution on Black Iron’s shares. We nevertheless address Conn’s TUFTA claim
regarding the 2006 Bill of Sale because of the claim’s effect on the extent to which attorney’s fees
are recoverable. As addressed in section VI., infra, attorney’s fees incurred in connection with a
                                                18
actual intent to hinder, delay, or defraud any creditor of the debtor. See TEX. BUS.
& COM. CODE ANN. § 24.005(a)(1). The jury was asked if Stephen entered into the
2006 Bill of Sale with such fraudulent intent, and the jury answered “yes”; however,
the trial court granted Mary Ann, Black Iron, and Woodway’s motion to disregard
this finding on the ground that Conn’s TUFTA claim regarding the 2006 Bill of Sale
is barred by the statute of repose.

       A claim under Texas Business & Commerce Code section 24.005(a)(1) such
as this is extinguished four years after the transfer, “or, if later, within one year after
the transfer or obligation was or could reasonably have been discovered by the
claimant.” Id. § 24.010(a)(1). The jury found that February 28, 2012, was the date
on which Conn discovered, or should have discovered in the exercise of reasonable
diligence, the 2006 Bill of Sale. Because Conn did not file this suit until August 15,
2013—nearly eighteen months after Conn’s counsel received a copy of the 2006 Bill
of Sale—the trial court ruled that Conn’s claim under TUFTA to avoid the 2006 Bill
of Sale is time-barred.

       Conn asserts on appeal that the 2006 Bill of Sale was a “transfer” as defined
by TUFTA,10 but that the transfer “did not ‘occur’ until it was recorded, as required
of partition and exchange agreements under the Family Code, in 2013.”11 Although


TUFTA claim are recoverable; fees incurred in connection with a claim under Texas Family Code
section 4.106(a) are not.
       10
        See Act of May 28, 1993, 73d Leg., R.S., ch. 846, § 2, 1993 TEX. GEN. LAWS 3337, 3339
(amended 2015).
       11
          Appellee’s Br. at 10. Later in its brief, however, Conn states, “Since the Judgment found
both the transactions [i.e., the 2006 Bill of Sale and the 2013 Partition] to be void under Tex. Fam.
Code § 4.106(a), Appellee does not intend to challenge the trial court’s ruling on the TUFTA
statute of repose as to the 2006 Bill of Sale.” Appellee’s Br. at 21. Given Conn’s inconsistent
positions both challenging and denying an intent to challenge the trial court’s grant of the motion
to disregard the jury’s finding that the 2006 Bill of Sale violated TUFTA, we address the issue
from an abundance of caution.

                                                 19
we accept that the 2006 Bill of Sale is a type of partition agreement, Conn’s
argument rests on an incorrect premise: the Family Code does not require a partition
agreement to be recorded. It permits a partition agreement to be recorded, and states
that a partition agreement “is constructive notice to a good faith purchaser for value
or a creditor without actual notice only if the instrument is acknowledged and
recorded in the county in which the real property is located.” TEX. FAM. CODE ANN.
§ 4.106(b) (emphasis added). Because Conn is Stephen’s creditor and had actual
notice of the document not later than February 28, 2012, when Black Iron sent a
copy to Conn’s counsel, the time for Conn to file a TUFTA claim regarding the 2006
Bill of Sale began to run from that date rather than from the date nearly a year later
when the document was recorded as an exhibit to the 2013 Partition Agreement.

         Because Conn had actual notice of the 2006 Bill of Sale more than a year
before it filed this suit, the trial court correctly concluded that Conn’s TUFTA claim
regarding that document is barred by TUFTA’s statute of repose. The trial court
accordingly did not err in granting the motion to disregard the jury’s finding on that
issue.

B.       The 2013 Partition Agreement

         In three related sub-issues, Mary Ann challenges the jury’s findings regarding
the fraudulent nature of the 2013 Partition Agreement. In Issue 1(D), Mary Ann
argues that the 2013 Partition Agreement could not be a fraudulent transfer because
it “did not alter the special community/separate property character” of Black Iron’s
stock. In Issue 1(E), she asserts that there is legally and factually insufficient
evidence to support the jury’s finding under the Family Code that when Mary Ann
and Stephen executed the 2013 Partition Agreement, they intended to defraud
Conn’s rights as Stephen’s creditor. In Issue 1(F), Mary Ann similarly challenges
the jury’s finding under TUFTA that the Yamins executed the 2013 Partition

                                           20
Agreement “with the actual intent to hinder, delay or defraud Conn or any other
creditor of Stephen Yamin.”

      1.       The Nature of the 2013 Partition Agreement as a Transfer

      In Question 4 of the charge, jurors were asked if Stephen entered into the 2013
Partition Agreement “with the actual intent to hinder, delay or defraud Conn or any
other creditor of Stephen Yamin.” This language tracks language of TUFTA. See
TEX. BUS. & COM. CODE ANN. § 24.005(a)(1). The instructions accompanying the
jury question regarding Stephen’s attempt to defraud Conn under TUFTA refer only
to “the transfer,” not to the transfer of any particular asset, and based on that finding,
the trial court rendered judgment avoiding “the purported transfer of Texas Black
Iron, Inc. stock and other property” pursuant to the 2013 Partition Agreement.12

      Mary Ann contends that the 2013 Partition Agreement is not a fraudulent
transfer because it merely restated the terms 2006 Bill of Sale, and “[u]nless the 2006
transaction is set aside for some reason, the 2013 restatement of that transaction is
immaterial.” As previously explained, however, the 2006 Bill of Sale is void under
the Texas Family Code; thus, the Yamins’ incorporation of the same terms into the
2013 Partition Agreement is a second attempted transfer. Moreover, the 2013
Partition Agreement is much broader than the 2006 Bill of Sale. It characterizes as
Mary Ann’s separate property all of Black Iron’s income and increases in value, as
well as “all of the furniture, fixtures, jewelry, works of art, autos, boats, all checking
and savings accounts, ownership of 5310 Woodway, LLC; her homestead and any
and all future assets, purchased in Mary Ann’s name with income derived from her
assets or from Texas Black Iron”—in brief, it includes everything that the Yamins
own except for the few items denoted as Stephen’s separate property, which consist


      12
           Emphasis added.

                                           21
only of Stephen’s clothes, his watches, two guns, a chair, a television, and $4,800.00
in cash. There is no evidence of any other agreement by which the Yamins attempted
to convert virtually all of their community property to Mary Ann’s separate property.

      We overrule Issue 1(D).

      2.     Sufficiency of the Evidence of Intent to Defraud

      Mary Ann next contends that the evidence is legally and factually sufficient
to support the jury’s finding that Mary Ann or Stephen intended to defraud Conn
when they executed the 2013 Partition Agreement. For the same reasons we
concluded that the evidence is legally and factually sufficient to support the jury’s
finding that the Yamins intended to defraud Conn when they executed the 2006 Bill
of Sale, we conclude that they intended to defraud Conn when they executed the
2013 Partition Agreement. Stephen was being pursued by creditors in 2006, and by
2013, his debt to Conn had been reduced to a judgment which Conn was trying to
collect. Stephen and Mary Ann then tried to recharacterize nearly all of their
community property as Mary Ann’s separate property. The evidence previously
discussed supports the jury’s inference that the Yamins attempted this
recharacterization to avoid Stephen’s creditors.       Thus, the evidence is legally
sufficient to support the jury’s fraud finding under TUFTA. There being no contrary
evidence, the evidence also is factually sufficient.

      We overrule Issues 1(E) and 1(F). Having now disposed of all of the issues
raised solely by Mary Ann, we turn next to Black Iron’s veil-piercing issues.

                      V. OUTSIDER REVERSE VEIL-PIERCING

      Texas law presumes that a corporation is a separate entity from its officers
and shareholders. See Grain Dealers Mut. Ins. Co. v. McKee, 943 S.W.2d 455, 458
(Tex. 1997); Wash. DC Party Shuttle, LLC v. IGuide Tours, 406 S.W.3d 723, 738

                                          22
(Tex. App.—Houston [14th Dist.] 2013, pet. denied) (en banc). Courts disregard the
corporation fiction—an act generally referred to as “piercing the corporate veil”—
“when the corporate form has been used as part of a basically unfair device to
achieve an inequitable result.” Castleberry v. Branscum, 721 S.W.2d 270, 271 (Tex.
1986), superseded by statute on other grounds, TEX. BUS. ORGS. CODE §§ 21.223–
.225.

        Traditionally, a court will “pierce the corporate veil” by holding a shareholder
liable for the corporation’s debt, effectively placing the shareholder in the shoes of
the corporation. See Willis v. Donnelly, 199 S.W.3d 262, 271–72 (Tex. 2006). In a
reverse veil-piercing case, the roles are reversed, and it is the corporation that is held
liable for the shareholder’s debt or otherwise substituted for the shareholder.13

        Under a theory of outsider reverse veil-piercing, Conn contends that that it is
entitled to satisfy Stephen’s debt by executing on Black Iron’s assets. We have
recognized that reverse veil-piercing is appropriate in circumstances analogous to
those that justify traditional veil-piercing. As we recently stated,

        Direct and reverse veil piercing are appropriate (1) where a corporation
        is organized and operated as a mere tool or business conduit of another;
        and (2) there is such “unity between corporation and individual that the
        separateness of the corporation has ceased” and holding only the
        corporation or individual liable would result in injustice.

        13
           “Insider” reverse veil-piercing claims involve a “dominant shareholder or other
controlling insider who attempts to have the corporate entity disregarded to avail the insider of
corporate claims against third parties or to bring corporate assets under the shelter of protection
from third[-]party claims that are available only for assets owned by the insider.” Gregory S.
Crespi, The Reverse Pierce Doctrine: Applying Appropriate Standards, 16 J. CORP. L. 33, 37
(1990). “Outsider” reverse veil-piercing cases involve a third-party claimant who sues a corporate
insider and attempts to pierce the corporate veil to subject corporate assets to the claim or who
asserts the claim directly against the corporation. Id. As the parties before us acknowledge, the
Supreme Court of Texas has not expressly addressed reverse veil-piercing, although the highest
court of a number of other states and several intermediate appellate courts in this state have done
so.

                                                23
Richard Nugent & CAO, Inc. v. Estate of Ellickson, 543 S.W.3d 243, 266 (Tex.
App.—Houston [14th Dist.] 2018, no pet.) (citing Castleberry, 721 S.W.2d at 271,
and SSP Partners v. Gladstrong Invs. (USA) Corp., 275 S.W.3d 444, 454–55 (Tex.
2008)).

      Conn’s common-law outsider reverse veil-piercing theory was submitted to
the jury in Question 5 of the charge, and the jury found Black Iron responsible for
Stephen’s debt under this theory. In Question 6, the jury was asked to decide Black
Iron’s liability for Stephen’s debts in a question that borrowed language from the
statute governing traditional veil-piercing, and again, the jury found Black Iron
responsible. Black Iron challenges the portion of the judgment allowing Conn to
execute against its assets on the grounds that (a) outsider reverse veil-piercing is bad
for business and the decision whether to recognize the theory should be left to the
legislature; (b) whether a corporation’s assets can be reached using outsider reverse
veil-piercing should be decided under the statute governing traditional veil-piercing,
and the evidence is legally and factually insufficient to support the jury’s answer to
the statutory veil-piercing question; (c) reverse veil-piercing requires evidence of
fraud that touches the transaction with the plaintiff, and there is legally and factually
insufficient evidence of such fraud; and (d) reverse veil-piercing applies only to hold
a corporation liable for a shareholder’s debts, and there is legally and factually
insufficient evidence that Stephen was a Black Iron shareholder.

A.    Recognition of Reverse Veil-Piercing

      Black Iron first asserts that outsider reverse veil-piercing is bad for business
and the decision whether to recognize the theory should be left to the legislature. It
is not clear why reverse veil-piercing would be any worse for business than
traditional veil piercing, for both apply only where the corporation has ceased to
have a separate existence. See id.; see also Rocklon, LLC v. Paris, No. 09-16-00070-

                                           24
CV, 2016 WL 6110911, at *4 (Tex. App.—Beaumont Oct. 20, 2016, no pet.) (mem.
op.) (“Generally, basic veil-piercing alter ego principles apply to reverse-veil-
piercing situations.” (citing Cappuccitti v. Gulf Indus. Prods., Inc., 222 S.W.3d 468,
481–82 (Tex. App.—Houston [1st Dist.] 2007, no pet.))); Wilson v. Davis, 305
S.W.3d 57, 70 (Tex. App.—Houston [1st Dist.] 2009, no pet.) (observing that
“similar equitable principles apply to both direct- and reverse-piercing”). Black Iron
cites no evidence that its concerns are present here.

      Moreover, Black Iron’s argument presupposes that recognition of reverse
veil-piercing lies with the legislature in the first instance. But veil-piercing was
created by the common law. As explained below, the legislature has now preempted
the common law regarding traditional veil-piercing, but it has not addressed reverse
veil-piercing, which continues to be a common-law doctrine.

      We overrule Issue 2(A).

B.    The Traditional Veil-Piercing Statute

      Black Iron argues that the statute governing traditional veil-piercing applies
to reverse veil piercing because the legislature added the word “or” to the statute’s
preemption provision in 2009,14 so that this provision now reads,

      The liability of a holder, beneficial owner, or subscriber of shares of a
      corporation, or any affiliate of such a holder, owner, or subscriber or of
      the corporation, for an obligation that is limited by Section 21.223 is
      exclusive and preempts any other liability imposed for that obligation
      under common law or otherwise.
TEX. BUS. ORGS. CODE ANN. § 21.224 (emphasis added).

      To determine whether the statute applies to reverse veil-piercing as Black Iron
contends, we construe the statute to give effect to the legislature’s intent as expressed

      14
           See Act of May 11, 2009, 81st Leg., R.S., ch. 84, § 34, 2009 TEX. GEN. LAWS 128, 138.

                                               25
in the statute’s words. See Youngkin v. Hines, 546 S.W.3d 675, 680 (Tex. 2018).
Both before and after the amendment, section 21.224 stated that “The liability . . . for
an obligation that is limited by Section 21.223 is exclusive and preempts any other
liability imposed for that obligation under common law or otherwise.” Thus, under
the statute’s plain language, only liability that is limited by Section 21.223 is
preempted.

      Section 21.223 limits liability “to the corporation or its obligees” regarding
“the shares,” “any contractual obligation of the corporation or any matter relating to
or arising from the obligation,” and “any obligation of the corporation on the basis
of the failure of the corporation to observe any corporate formality.” Id. § 21.223(a)
(emphasis added). In this case, no one seeks to hold anyone liable to Black Iron or
to Black Iron’s obligees. Because no limitation of liability under section 21.223 is
at issue, section 21.224 is inapplicable.

      We overrule Issue 2(B). As a matter of law, the traditional veil-piercing
statute does not apply to Conn’s claim; thus, the jury’s answer to Question 6 is
immaterial.

C.    Fraud Related to the Transaction at Issue

      Again relying on the statute applicable to traditional veil-piercing claims,
Black Iron argues in Issue 2(C) that reverse veil-piercing applies only where there is
evidence of fraud that in some way touches a transaction with the plaintiff. See id.
§ 21.223(b) (stating that the statute’s limitation of liability is inapplicable “if the
obligee demonstrates that the holder, beneficial owner, subscriber, or affiliate caused
the corporation to be used for the purpose of perpetrating and did perpetrate an actual
fraud on the obligee primarily for the direct personal benefit of the holder, beneficial
owner, subscriber, or affiliate”). Black Iron states there is no such evidence because
Black Iron engaged in no communications or transactions with Conn.
                                            26
      In light of our conclusion that the statute on which Black Iron relies is
inapplicable to Conn’s claims, we overrule Issue 2(C).

D.    Reverse Veil-Piercing as Applied to the Debts of a Non-Shareholder

      In Black Iron’s last issue on this subject, it contends that a finding that a
corporation is an individual’s alter ego cannot rest solely on evidence that the
individual is a corporate officer, and there must instead be evidence that the
individual is a shareholder. We agree that evidence that a person is a corporate
officer is not, without more, sufficient to support a finding of alter ego, but that is
not the case before us. There is a great deal of evidence that “Black Iron was
organized and operated as a mere tool or business conduit of Stephen Yamin,” as the
jury found by its finding that Black iron is responsible for Stephen’s debt to Conn
under the common-law theory of outsider reverse veil-piercing.

      We disagree, however, with Black Iron’s contention that outsider reverse veil-
piercing is inapplicable here simply because the shares are held in Mary Ann’s name.
As previously discussed, Black Iron is community property subject to Stephen’s
joint management, control, and disposition. Stephen and Mary Ann are therefore
equal owners of undivided interests in the shares. See Farmers Tex. Cty. Mut. Ins.
Co. v. Okelberry, 525 S.W.3d 786, 794 (Tex. App.—Houston [14th Dist.] 2017, pet.
denied) (“The community property scheme thus makes the spouses equal owners of
undivided interests in all of the community property.”). That being the case, we
overrule Issue 2(D). We accordingly do not consider whether outsider reverse veil-
piercing would be available to a creditor of a corporate officer lacking such an
ownership interest. We affirm the portion of the judgment concerning piercing of
Black Iron’s corporate veil, and we turn now to Mary Ann’s and Black Iron’s joint
challenges to the trial court’s award of attorney’s fees.



                                          27
                                   VI. ATTORNEY’S FEES

       Mary Ann and Black Iron jointly challenge Conn’s attorney-fee award on the
grounds that (a) they should not be held jointly and severally liable for the fees,
(b) there is no statutory authority for the award of attorney’s fees for Conn’s claims
under the Texas Family Code, (c) there is no statutory authority for an award of
attorney’s fees for outsider reverse-piercing of the corporate veil, and (d) Conn
failed to adequately segregate recoverable from non-recoverable fees.15

       Attorney’s fees are recoverable only as provided by statute or by a contract
between the parties. Willacy Cty. Appraisal Dist. v. Sebastian Cotton & Grain, Ltd.,
555 S.W.3d 29, 52 (Tex. 2018). As the basis for an award of attorney’s fees, Conn
relies solely on TUFTA’s provision, “In any proceeding under this chapter, the court
may award costs and reasonable attorney’s fees as are equitable and just.” TEX. BUS.
& COM. CODE ANN. § 24.013. We review an award of attorney’s fees under this
provision for abuse of discretion. See Jones v. Dyna Drill Techs., LLC, No. 01-16-
01008-CV, 2018 WL 4016413, at *10 (Tex. App.—Houston [1st Dist.] Aug. 23,
2018, no pet.) (mem. op.). A trial court abuses its discretion if it acts without
reference to any guiding rules and principles. Downer v. Aquamarine Operators,
Inc., 701 S.W.2d 238, 241–42 (Tex. 1985).

A.     Joint and Several Liability

       Mary Ann and Black Iron first contend that the trial court abused its discretion
in holding them jointly and severally liable for attorney’s fees. We agree. Conn
relied solely on TUFTA in seeking attorney’s fees, but Conn did not assert a TUFTA
claim against Black Iron. Conn’s only “claim” against Black Iron was the assertion

       15
            Because Mary Ann and Black Iron did not assign a letter to their first argument, the
arguments are labeled in their brief as 3, 3(A), 3(B), and 3(C). For consistency, we have assigned
a letter to each argument.

                                               28
of the right to levy execution on Black Iron’s assets under a theory of outsider reverse
veil-piercing. As a common-law theory, outsider reverse-veil piercing does not
support an award of attorney’s fees. See Sebastian Cotton & Grain, 555 S.W.3d at
52.

      We sustain Issues 3(A) and 3(C), and we hold that Black Iron is not liable for
Conn’s attorney’s fees.

B.    Claims Under the Texas Family Code

      Mary Ann and Black Iron next argue that the Texas Family Code does not
authorize an award of attorney’s fees in an action to declare a marital-property
agreement void. See TEX. FAM. CODE ANN. § 4.106. Again, we agree, and Conn
does not contend otherwise.

      We sustain Issue 3(B).

C.    Failure to Adequately Segregate

      Finally, Mary Ann and Black Iron maintain that Conn failed to adequately
segregate recoverable from non-recoverable fees, and thus, the jury’s findings
regarding reasonable fees for the necessary services of its attorneys at trial and on
appeal is unsupported by legally and factually sufficient evidence. The extent to
which fees for legal services are capable of segregation is a mixed question of law
and fact. See Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299, 312–13 (Tex.
2006); CA Partners v. Spears, 274 S.W.3d 51, 81 (Tex. App.—Houston [14th Dist.]
2008, pet. denied). The party seeking to recover its fees bears the burden to show
that segregation is not required. Clearview Props., L.P. v. Prop. Tex. SC One Corp.,
287 S.W.3d 132, 144 (Tex. App.—Houston [14th Dist.] 2009, pet. denied).

      Conn argues that all of its attorney’s fees are recoverable because “[t]he facts
supporting avoidance of both the 2006 Bill of Sale and the 2013 Partition/Stipulation

                                          29
Agreement are identical and, by definition, intertwined.” But the test is not whether
the facts are intertwined. “Intertwined facts do not make tort fees recoverable; it is
only when discrete legal services advance both a recoverable and unrecoverable
claim that they are so intertwined that they need not be segregated.” Chapa, 212
S.W.3d at 313–14 (emphasis added). Conn did not segregate all of its non-
recoverable fees from recoverable fees as required. Although Conn’s counsel did
testify that $129,000.00 of the $215,000.00 billed to Conn for trial attorney’s fees
were attributable solely to Conn’s veil-piercing claim, the remaining $86,000.00
includes fees that Conn cannot recover from Mary Ann, such as fees incurred for
discrete legal services performed on claims for which fee recovery is not authorized,
fees for pursuing relief that Conn did not obtain,16 and fees for work on Conn’s
claims against Woodway.

       Conn argues that its attorney’s fees for pursuing outsider reverse veil-piercing
are recoverable because TUFTA provides that, “[i]n an action for relief against a
transfer or obligation . . . , a creditor . . . may obtain . . . subject to the applicable
principles of equity and in accordance with the rules of civil procedure . . . any other
relief the circumstances may require.”                 TEX. BUS. & COM. CODE ANN.
§ 24.008(a)(3). But as mentioned above, Conn obtained veil-piercing relief against
Black Iron, and Conn asserted no TUFTA claims against that party.

       Because fees for some discrete tasks were recoverable and fees for other
discrete tasks were not, Conn was required to segregate its attorney’s fees but failed
to adequately do so. The only attorneys’ fees that are eligible for recovery are
(1) fees incurred for discrete legal work on a TUFTA claim, and (2) fees incurred

       16
          These include, inter alia, Conn’s unsuccessful request for turnover relief. See TEX. CIV.
PRAC. & REM. CODE ANN. § 31.002 (West 2015) (turnover statute); Boudreaux Civic Ass’n v. Cox,
882 S.W.2d 543, 550 (Tex. App.—Houston [1st Dist.] 1994, no writ) (fees are recoverable under
the turnover statute only if the judgment creditor obtains turnover relief).

                                                30
for discrete legal services that advance both a recoverable and an unrecoverable
claim. See Chapa, 212 S.W.3d at 313–14. So, for example, Conn cannot recover
fees, even if nominal, for researching and drafting those parts of its pleadings,
motions, discovery, briefs, responses, or proposed orders and jury charges that
pertain only to claims for which fees are not recoverable. See, e.g., id.; Home
Comfortable Supplies, Inc. v. Cooper, 544 S.W.3d 899, 911 (Tex. App.—Houston
[14th Dist.] 2018, no pet.) (reversing award of attorney’s fees that allegedly could
not be segregated because they were “reasonably related to or were intertwined with
services rendered [on successful claims for which fees were recoverable]” and
instead pointing out that “[f]orty of the forty-two questions in the proposed charge
concern claims against defendants against whom [the appellees] did not prevail, or
to causes of action on which they did not prevail, or claims by plaintiffs who did not
prevail”) (footnotes omitted); CA Partners v. Spears, 274 S.W.3d 51, 84 (Tex.
App.—Houston [14th Dist.] 2008, pet. denied) (segregation required where claims
for which fees were not recoverable required “drafting separate portions of [the
appellee’s] pleading,” “separate legal research,” and “possibly separate discovery
requests”); 7979 Airport Garage, L.L.C. v. Dollar Rent A Car Sys., Inc., 245 S.W.3d
488, 509–10 (Tex. App.—Houston [14th Dist.] 2007, pet. denied) (op. on reh’g)
(fees not recoverable for drafting a paragraph of the petition asserting a claim for
which fees are not recoverable, or for drafting two charge questions related to that
claim).17




       17
           In noting that fees incurred on a TUFTA claim are eligible for recovery, we do not hold
that Conn is entitled to recover attorney’s fees incurred for work on its successful 2013 TUFTA
claim or its time-barred 2006 TUFTA claim; rather, Conn will bear the burden on remand to
establish that, as to each of these claims, the attorney’s fees incurred were reasonable, and that it
is equitable and just for the trial court to award them. See TEX. BUS. & COM. CODE ANN. § 24.013.

                                                 31
      We therefore sustain Issue 3(D), reverse this part of the judgment, and remand
the cause for the limited purpose of relitigating the issue of attorney’s fees.

                                  VII. CONCLUSION

      For the foregoing reasons, we (a) reverse the award of attorney’s fees,
(b) affirm the remainder of the judgment, and (c) remand the cause for a new trial
solely on the issue of attorney’s fees.




                                          /s/    Tracy Christopher
                                                 Justice


Panel consists of Chief Justice Frost and Justices Christopher and Jamison (Frost,
C.J., concurring and dissenting).




                                            32
