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Ellender, Dwain A. Ellender, Ricky Ellender, W. Craig Ellender, Arnold Kent Ellender, Jr., and Florence Faye Ellender Hoyt, Respondents   On Application for Writ of Error to the O Court of Appeals for the Ninth District of Texasă  ! Argued on March 4, 1998 ă  Justice Baker delivered the opinion of the Court, in which Chief Justice Phillips, Justice Gonzalez, Justice Hecht, Justice Enoch, Justice Spector, Justice Abbott, and Justice Hankinson join. Justice Owen did not participate in the decision. In this appeal, Mobil Oil Corporation asserts that the court of appeals erred by: (1) affirming the punitive damages awarded against Mobil because there is legally insufficient evidence of gross negligence and malice; (2) improperly reviewing the factual sufficiency of the punitive damages award; (3) recalculating the punitive damages award to include an extra $91,555.58; and (4) denying Mobil a $500,000 settlement credit. We hold that: (1) there is legally sufficient evidence of gross negligence to support Mobils liability for punitive damages; (2) the court of appeals properly reviewed the factual sufficiency of the punitive damages award; (3) the court of appeals improperly added $91,555.58 to the punitive damages amount; and (4) the court of appeals improperly denied Mobils request for a settlement credit. Therefore, we affirm the court of appeals judgment that there is legally sufficient evidence of Mobils gross negligence and we affirm the court of appeals factual sufficiency review of the punitive damages award. We reverse the court of appeals erroneous $91,555.58 award in extra punitive damages and its denial of a settlement credit. We remand to the trial court and instruct the trial court to provide the Ellenders an opportunity to prove whether there was any allocation between actual and punitive damages in the settlement agreement. We further instruct the trial court to allow a settlement credit consistent with this opinion, to recalculate punitive damages, excluding the estates actual damages, and to recalculate prejudgment interest.  I. BACKGROUND Eli Ellender worked periodically as an independent contractor millwright at Mobils Beaumont refinery and chemical plants between 1963 and 1977. As a millwright, Ellender repaired, serviced, and cleaned pumps, product lines, and other equipment. While working at Mobil, Ellender was exposed to benzene. He was diagnosed with acute myelogenous leukemia and died in 1989. Ellenders surviving family, individually and on behalf of his estate, sued Mobil and other defendants, alleging that exposure to benzene caused Ellenders leukemia and subsequent death. Specifically, the Ellenders alleged that Mobil was negligent, grossly negligent, and malicious in: (1) failing to warn Ellender about his exposure to benzene on Mobils premises and the risks associated with it, and (2) failing to protect Ellender from those risks. Just before trial, all defendants, except Mobil, agreed to settle. Before the trial court submitted the case to the jury, Mobil elected a dollarfordollar settlement credit. See Tex. Civ. Prac. & Rem. Code  33.014. The jury found that Mobils conduct was grossly negligent and malicious and awarded the Ellenders $622,888.97 in compensatory damages and $6,000,000 in punitive damages. After the jury verdict, the Ellenders and the settling defendants executed a settlement agreement. The Ellenders received $500,000 in exchange for releasing all claims for actual and punitive damages against the settling defendants. The agreement did not allocate the settlement amount between actual and punitive damages. Mobil opposed the Ellenders motion for judgment, arguing that the proposed judgment did not reduce the actual damages award by the $500,000 settlement amount. The trial court rendered judgment on the jurys verdict. The trial court denied Mobil a settlement credit, finding that Mobil did not prove its right to a settlement credit. Mobil moved to modify the judgment, filed a verified copy of the settlement agreement, and again requested the settlement credit. The trial court again refused to credit Mobil with the settlement amount. The court of appeals affirmed the trial courts denial of settlement credit, holding that Mobil had not met its burden to prove the settlement amount. The court of appeals did not reach the Ellenders second argument that Mobils failure to prove the allocation between actual and punitive damages was an additional reason to deny a settlement credit. The court of appeals also affirmed the gross negligence and malice findings and the punitive damages award. However, the court of appeals held that the trial court erroneously added prejudgment interest to actual damages before applying the statutory punitive damages cap.e#A\  PP#э See former Tex. Civ. Prac. & Rem. Code  41.007, Act of June 3, 1987, 70th Leg., 1st C.S., ch. 2,  2.12, 1987 Tex. Gen. Laws 37, 94, amended and renumbered by Act of April 6, 1995, 74th Leg., ch. 19,  1, 1995 Tex. Gen. Laws 108.e The court of appeals recalculated punitive damages and modified the trial courts judgment accordingly. In its recalculation, the court of appeals sua sponte included the estates actual damages of $22,888.97 in the total actual damages amount, so that it equaled $622,888.97. Therefore, when the court of appeals reapplied the statutory cap by multiplying $622,888.97 by four, the punitive damages awarded totaled $2,491,555.88. This amount was $91,555.88 ($22,888.97 x 4) over what the punitive damages would have been had the court of appeals not included the estates actual damages.  II. LEGAL SUFFICIENCYGROSS NEGLIGENCE Mobil first argues that there is legally insufficient evidence to support the jurys findings that Mobils conduct was grossly negligent and malicious. The jurys answer to the punitive damages question was conditioned on a finding of gross negligence or of gross negligence and malice. The jury found both and awarded punitive damages. We conclude that there is legally sufficient evidence of gross negligence to uphold the punitive damages award against Mobil. Because Mobil relies solely on its gross negligence arguments to support its malice arguments, and because the gross negligence finding alone will support the punitive damages award in this case, we need not consider Mobils argument that no evidence supports the jurys malice finding.  A. Applicable Law 1. Gross Negligence ČGross negligence includes two elements: (1) viewed objectively from the actors standpoint, the act or omission must involve an extreme degree of risk, considering the probability and magnitude of the potential harm to others, and (2) the actor must have actual, subjective awareness of the risk involved, but nevertheless proceed in conscious indifference to the rights, safety, or welfare of others. See Transportation Ins. Co. v. Moriel, 879 S.W.2d 10, 23 (Tex. 1994).#A\  PP#э In 1995, after this case was tried, the Legislature substituted malice for gross negligence as the prerequisite for punitive damages in cases like this one. However, the Legislature also redefined malice as: (A) a specific intent by the defendant to cause substantial injury to the claimant [or] (B) an act or omission ` ` ` (i) which when viewed objectively from the standpoint of the actor at the time of its occurrence involves an extreme degree of risk, considering the probability and magnitude of the potential harm to others; and ` ` ` (ii) of which the actor has actual, subjective awareness of the risk involved, but nevertheless proceeds with conscious indifference to the rights, safety, or welfare of others.  See Tex. Civ. Prac. & Rem. Code  41.001(7). The malice definition in section 41.001(7)(B) mirrors this Courts definition of gross negligence in Transportation Ins. Co. v. Moriel, 879 S.W.2d 10, 23 (Tex. 1994). Therefore, this opinions legal sufficiency review of gross negligence is relevant to legal sufficiency review of malice as redefined by section 41.001(7)(B). Evidence of simple negligence is not enough to prove either the objective or subjective elements of gross negligence. See Universal Servs. Co. v. Ung, 904 S.W.2d 638, 641 (Tex. 1995); Moriel, 879 S.W.2d at 2223. Under the first element, extreme risk is not a remote possibility of injury or even a high probability of minor harm, but rather the likelihood of serious injury to the plaintiff. See  Ung, 904 S.W.2d at 641; Moriel, 879 S.W.2d at 22. Under the second element, actual awareness means that the defendant knew about the peril, but its acts or omissions demonstrated that it did not care. See WalMart Stores, Inc. v. Alexander, 868 S.W.2d 322, 326 (Tex. 1993). Circumstantial evidence is sufficient to prove either element of gross negligence. See Moriel, 879 S.W.2d at 2223; WalMart Stores, 868 S.W.2d at 327. 2. Punitive Damages ĩ Corporate Liability A corporation may be liable in punitive damages for gross negligence only if the corporation itself commits gross negligence. See Fort Worth Elevators, Co. v. Russell, 70 S.W.2d 397, 406 (Tex. 1934), overruled on other grounds by Wright v. GiffordHill & Co., 725 S.W.2d 712 (Tex. 1987). Because a corporation can act only through agents of some character, Fort Worth Elevators, 70 S.W.2d at 402, this Court has developed tests for distinguishing between acts that are solely attributable to agents or employees and acts that are directly attributable to the corporation. See Hammerly Oaks, Inc. v. Edwards, 958 S.W.2d 387 (Tex. 1997). A corporation is liable for punitive damages if it authorizes or ratifies an agents gross negligence or if it is grossly negligent in hiring an unfit agent. See King v. McGuff, 234 S.W.2d 403, 405 (Tex. 1950) (adopting the Restatement of Torts section 909); Purvis v. Prattco, Inc., 595 S.W.2d 103, 104 (Tex. 1980) (citing the Restatement (Second) of Torts section 909, which is unchanged from the original Restatement of Torts section 909). A corporation is also liable if it commits gross negligence through the actions or inactions of a vice principal. See Hammerly Oaks, 958 S.W.2d at 389. Vice principal encompasses: (a) corporate officers; (b) those who have authority to employ, direct, and discharge servants of the master; (c) those engaged in the performance of nondelegable or absolute duties of the master; and (d) those to whom the master has confided the management of the whole or a department or a division of the business. See Hammerly Oaks, 958 S.W.2d at 391. In determining whether acts are directly attributable to the corporation, the reviewing court does not simply judge individual elements or facts. Instead, the court should review all the surrounding facts and circumstances to determine whether the corporation itself is grossly negligent. See McPhearson v. Sullivan, 463 S.W.2d 174, 176 (Tex. 1971). Whether the corporations acts can be attributed to the corporation itself, and thereby constitute corporate gross negligence, is determined by reasonable inferences the factfinder can draw from whuted to a plaintiffs alleged damages. See Bowman v. Puckett, 188 S.W.2d 571, 574 (Tex. 1945).  3. Standard of Review  An appellate court must sustain a gross negligence finding if legally sufficient evidence shows both that the complained of act or omission was likely to result in serious harm and that the defendant was consciously indifferent to the risk of harm. See Moriel, 879 S.W.2d at 22, 24. If there is no legally sufficient evidence of either gross negligences objective or subjective elements, this Court must reverse a gross negligence finding. See Ung, 904 S.W.2d at 642 (reversing the court of appeals judgment and rendering judgment that plaintiffs take nothing because there was no evidence of gross negligences objective element). In evaluating legal sufficiency, we determine whether the proffered evidence as a whole rises to a level that would enable reasonable and fairminded people to differ in their conclusions. See Moriel, 879 S.W.2d at 25 (citing William Powers, Jr. & Jack Ratliff, Another Look at No Evidence and Insufficient Evidence, 69 Tex. L. Rev. 515, 522, 523 (1991)).   B. Analysis 1. Gross NegligenceObjective Element Mobil asserts that there is legally insufficient evidence of an extreme risk to Ellender of serious injury from benzene exposure at Mobils facilities. Mobil argues that the trial court and the court of appeals improperly relied on evidence of Mobils conduct and the resultant risks arising after Ellender worked at Mobil. We conclude that legally sufficient evidence shows that, viewed objectively from Mobils standpoint when Ellender worked at Mobil, Mobil did not warn contract workers about benzene exposure or protect them from it and this failure involved an extreme degree of risk to those workers. There is evidence that, from Mobils viewpoint during the period Ellender worked at Mobil in the 1960s and 1970s, the extreme degree of risk associated with benzene exposure was common knowledge in the petrochemical industry. As early as 1926, the National Safety Council reported that [t]he most characteristic pathological effect of [benzene] is perhaps its destructive influence upon the cells of the blood and the blood forming organs. Mobil stipulated NSC membership dating back to 1922. In 1948, the American Petroleum Institute reported that benzene could cause leukemia and that the only absolutely safe concentration for benzene was zero. The API report also warned that a person should avoid all contact with benzene if possible, but that if the hands must contact the solvent, then a person should use neoprene gloves or protective creams. Mobil stipulated API membership dating back to 1919. Dr. R.J. Potts, Mobils medical director for the Western region (including Beaumont) from 1960 to 1983, testified that he believed Mobil had knowledge of benzene hazards in the 1950s. The record shows other petrochemical companies had knowledge of benzene hazards. For example, Conocos 1953 Employee Safety Manual included information from the 1948 API report and warned that the only safe level of benzene exposure was zero. Conoco also warned that wo gloves in case of hand contact. In 1948, Exxon noted a definite correlation between benzene and cancer. A 1943 report to Shell warned that prolonged exposure to low concentrations of benzene may be very dangerous. ,X` hp x (#%'0*,.8135@8: