BAIZER v. SHAW (2025)

OPINION

A Missouri general partnership and its five general partners appeal the trial court's final judgment granting a tenant leasing a residential property from the partnership specific performance to enforce an option to purchase the property allegedly contained in the tenant's lease, reasonable and necessary attorney's fees, and an award for the rent payments the tenant made on the property after exercising the option. The trial evidence did not conclusively prove that the tenant was ready, willing, and able to purchase the property when the tenant exercised the option, and the tenant did not obtain a jury finding on this point. Therefore, the trial court erred in granting the remedy of specific performance. The trial court also erred in awarding the tenant $23,345 rather than $15,225 based on rental payments. As to these two errors we reverse and render. We also reverse and remand for a redetermination of the attorney's fees awards in light of the relief granted following this court's rendition of judgment. We affirm the remainder of the trial court's judgment.

I. Factual and Procedural Background

In 1996 appellee/plaintiff Clarence “Ray” Shaw did remodeling work on a house at 12046 North Fairhollow Lane in Houston, Texas (“Property”) and decided that he wanted to rent the property for use as his residence. According to the Harris County real property records the owner of the Property was Houston-Ladue Partners, which the trial evidence shows is a Missouri general partnership.

Investment Realty Management Company (“Investment Realty”) was managing the Property for the owner at the time. Brenda Venable of Investment Realty and Shaw negotiated a lease agreement for the Property. In Shaw's presence, Venable prepared the lease agreement on a standard Texas Association of Realtors Residential Lease Agreement form. She wrote down “Houston Ladue Partnership” in the blank for the landlord and “Sterling Mgmt Trust (Ray Shaw Trustee)” in the blank for the tenant. Venable added various provisions in the “Special Provisions” section of the form, and then ran out of space, so she added more provisions on the bottom of the last page of the Residential Lease Agreement (“Lease Agreement”). Shaw and Venable put their initials near various added provisions. Shaw asked Venable to include an option to purchase the Property, and she did. One of the handwritten provisions at the bottom of the page states that “Anytime during the lease term tenant has option to purchase the property @ $70,000.” (the “Option”). Shaw initialed this handwritten provision, and Shaw testified that he saw Venable initial this provision by writing a capital letter “B” near the provision. Shaw did not see Venable sign the Lease Agreement. Venable told Shaw she had to get the agreement approved by the owner before he could move in. A few days later Venable told Shaw he could move in. Shaw understood that the owner approved the Lease Agreement. Venable signed the Lease Agreement on behalf of the landlord and Shaw, as trustee of Sterling Management Trust (“Sterling Trust”), signed on behalf of the tenant. Sterling Trust is a Florida land trust of which Shaw is the trustee. The Lease Agreement provided that the Lease Agreement commenced on October 5, 1996 and would end on September 30, 1998. The Lease Agreement required that the tenant provide the landlord with written notice of the tenant's intent to vacate and terminate the lease at least thirty days before September 30, 1998 or the end of any renewal period or the lease would automatically renew on a month-to-month basis. The Lease Agreement also stated that if the lease is automatically renewed on a month-to-month basis, either party may terminate the lease by providing written notice to the other party.

Before September 30, 1998, Shaw, acting as trustee on behalf of the tenant, and Venable on behalf of the landlord signed a Lease Renewal Agreement (“First Renewal Agreement”) stating that the agreement was an amendment to the lease agreement concerning the Property, dated October 5, 1996, between Investment Realty “agent for Houston Ladue,” the landlord, and “Ray Shaw,” the tenant. This description of the Lease Agreement was inaccurate because Sterling Trust, not Shaw, was the tenant under the Lease Agreement. The First Renewal Agreement states that the Lease Agreement is renewed and extended starting on October 1, 1998, and ending on September 30, 1999.

The First Renewal Agreement required that the tenant provide the landlord with written notice of the tenant's intent to vacate and terminate the lease at least thirty days before September 30, 1999 or the end of any renewal period or the lease would automatically renew on a month-to-month basis. The First Renewal Agreement also stated that if the lease is automatically renewed on a month-to-month basis, either party may terminate the lease by providing written notice to the other party. The First Renewal Agreement increased the rent and added some special provisions. The First Renewal Agreement also provided that “[a]ll of the original covenants, conditions, and addenda of the [Lease Agreement] remain in effect and no covenant or condition of the [Lease Agreement] shall be waived by any action or nonaction by either the Landlord or Tenant in the past.”

Neither the tenant nor the landlord provided a written notice of termination before September 30, 1999, and the parties did not sign a renewal agreement, so the lease automatically renewed on a month-to-month basis. Sterling Real Estate Group (“Sterling Real Estate”), a company unrelated to Sterling Trust, purchased Investment Realty and took over the management of the Property for the landlord.

In June 2004, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, as trustee of Sterling Trust signed another renewal agreement (“Second Renewal Agreement”) that renewed and extended the lease through June 30, 2005. The Second Renewal Agreement increased the rent, added a special provision, and stated that “[a]ll other terms of your lease remain the same.”

One year later a representative of Sterling Real Estate, on behalf of the landlord, and Shaw on behalf of Sterling Trust signed another renewal agreement (“Third Renewal Agreement”) that was substantially similar to the Second Renewal Agreement except that it renewed and extended the lease through June 30, 2006. Neither the tenant nor the landlord provided a written notice of termination before June 30, 2006, and the parties did not sign a renewal agreement, so the lease automatically renewed on a month-to-month basis.

In March 2009, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, as trustee of Sterling Trust signed another renewal agreement (“Fourth Renewal Agreement”) that renewed and extended the lease through March 31, 2010. The Fourth Renewal Agreement added some special provisions, and stated that “[a]ll other terms of your lease remain the same.” Neither the tenant nor the landlord provided a written notice of termination before March 31, 2010, and the parties did not sign a renewal agreement, so the lease automatically renewed on a month-to-month basis. In March 2011, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw on behalf of Sterling Trust signed another renewal agreement (“Fifth Renewal Agreement”). This agreement renewed and extended the lease through April 30, 2012, and it was similar to the Fourth Renewal Agreement.

In April 2012, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw on behalf of Sterling Trust signed an extension agreement (“Sixth Renewal Agreement”) that extended the lease through April 30, 2013, and increased the rent. The Sixth Renewal Agreement specifically referenced provisions of the Lease Agreement signed in 1996 that were being amended.

In April 2013, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw signed an extension agreement (“Seventh Renewal Agreement”) that extended the lease through April 30, 2014, and increased the rent. The Seventh Renewal Agreement specifically referenced provisions of the original Lease Agreement signed in 1996 that were being amended. Significantly, Shaw signed the Seventh Renewal Agreement as the tenant in his individual capacity and not on behalf of Sterling Trust.

In October 2013, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, in his individual capacity as tenant signed an extension agreement. This agreement extended the lease through April 30, 2015, and increased the rent.

In April 2015, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, in his individual capacity as tenant signed an extension agreement. This agreement extended the lease through April 30, 2017, and amended paragraph 6 of the original Lease Agreement.

In April 2017, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, in his individual capacity as tenant signed an extension agreement that extended the lease through April 30, 2019, increased the rent, and added a provision.

In April 2019, a representative of Sterling Real Estate, on behalf of the landlord, and Shaw, in his individual capacity as tenant signed an extension agreement (“Final Renewal Agreement”) that extended the lease through April 30, 2020, increased the rent, and added terms regarding renters’ insurance and carpet cleaning. Neither the tenant nor the landlord provided a written notice of termination before April 30, 2020, and the parties did not sign a renewal agreement, so the lease automatically renewed on a month-to-month basis that, according to uncontroverted trial evidence, continued through the time of trial in this case.

In a letter dated April 15, 2020, Sterling Trust acting through counsel made demand on Houston-Ladue Partners for performance of the Option, enclosing a real estate agreement to be used to consummate the sale of the Property. Sterling Trust stated that if Houston-Ladue Partners refused to honor the Option Sterling Trust would file suit to seek a decree of specific performance. Not receiving a response to this demand, Sterling Trust and Shaw filed this suit in June 2020 against Houston Ladue Partners, L.P., a Missouri limited partnership and its general partners, Keith Bryan Baizer, Troy Pohlman, Paul Goldberg, Dennis Carafiol, and Douglas Cohen. Shaw continued to live at the Property and to make rent payments under the lease.

By a letter dated November 5, 2021, Shaw acting through counsel made demand on Houston Ladue Partnership and its partners, Keith Bryan Baizer, Troy Pohlman, Paul Goldberg, Dennis Carafiol, and Douglas Cohen, for performance of the Option, enclosing a real estate agreement to be used to consummate the sale of the Property. Shaw asserted that although Sterling Trust was originally the tenant under the lease, the tenant had been changed to Shaw. Shaw stated that if Houston Ladue Partnership or its partners refused to honor the Option, Shaw would seek a decree of specific performance. By November 2021, after amendments to the petition, Shaw was the only plaintiff and the defendants were Keith Bryan Baizer, Troy Pohlman, Paul Goldberg, Dennis Carafiol, and Douglas Cohen (the “General Partners”), the general partners of Houston-Ladue Partners, a Missouri general partnership, also known as Houston Ladue Partnership (the “General Partnership”).

On February 16, 2023, the case proceeded to a jury trial. After the close of the evidence the trial court submitted two questions to the jury. The jury answered, “Yes” to Question No. 1, which asked, “Did Sterling Management Trust and the Houston Ladue Partnership intend to bind themselves to the 1996 Lease that included the following term: “anytime during the lease term tenant has option to purchase the property @ $70,000”? The jury answered, “No” to Question No. 2, which asked, “Did Shaw and the [General Partners] intend to bind themselves to the 2019 Extension that included the following term: ‘anytime during the lease term tenant has option to purchase the property @ $70,000’?”

Shaw filed a motion to disregard the jury's answer to Question No. 2 (“Motion to Disregard”), arguing that the undisputed trial evidence established that the Lease Agreement and its relevant terms, including the Option, were repeatedly renewed, and that as a matter of law the Option continued until at least the time of trial. In support of this point Shaw asserted that the Lease Agreement was initially renewed by the First Renewal Agreement and that it was thereafter automatically renewed on a month-to-month basis from September 30, 1999 to June 30, 2004. Shaw contended that the parties then agreed to the Second Renewal Agreement and Third Renewal Agreement extending the Lease Agreement through June 30, 2006. Shaw asserted that the Lease Agreement then again automatically renewed on a month-to-month basis until the parties agreed to the Fourth Renewal Agreement renewing the Lease Agreement through March 31, 2010, and that the Lease Agreement then automatically renewed on a month-to-month basis until the parties agreed to the Fifth Renewal Agreement.

Shaw stated that thereafter the parties agreed to several annual written extensions of the Lease Agreement. Shaw contended that each of those extensions amended the Expiration Date in Paragraph 3 of the Lease Agreement—the provision setting forth the term of the lease—and those extensions ultimately extended the lease through April 30, 2020. Under those extensions, the lease term ran until April 30, 2020. Shaw noted that each of the extensions from 2013 to 2020 reflected that the lease agreement was between Shaw, as tenant, and Houston Ladue Partnership, as landlord. Shaw asserted that after the expiration of the Final Renewal Agreement, the lease was again automatically renewed on a month-to-month basis until at least the time of trial, pursuant to the automatic renewal provision in the Lease Agreement. Therefore, Shaw argued that Question No. 2 is immaterial and should be disregarded. Shaw argued that, as a matter of law, the trial evidence conclusively proved that the Option was enforceable when Shaw exercised it. The trial court granted Shaw's Motion to Disregard and thus determined that as a matter of law, the trial evidence conclusively proved that the Option was enforceable when Shaw exercised it. Shaw also moved the trial court for leave to file a Fourth Amended Petition in which he added the General Partnership as a defendant.

The trial court rendered a final judgment (“Judgment”) in which it noted its order granting Shaw's Motion to Disregard. The trial court stated in the Judgment that it concluded the evidence proves that the Option was enforceable by Shaw when he exercised it, and the General Partners breached the agreement by failing to convey the Property to Shaw. The trial court ordered specific performance and ordered that all of the defendants’ right, title, and interest in the Property were vested in Shaw for the option price of $70,000 reduced by the $79,297.07 amount of reasonable and necessary attorney's fees and expenses awarded to Shaw in the Judgment, meaning that no tender by Shaw was necessary and that the vesting of the right, title, and interest in the Property in Shaw occurred upon the signing of the Judgment. The trial court also made conditional awards of appellate attorney's fees and ordered the General Partners to pay Shaw $23,345 for the rent payments Shaw made since the date Shaw exercised the Option. The trial court ordered that based on its awards and after reduction of the Option amount of $70,000, the General Partners must pay Shaw $27,567.07. The trial court also ordered that “[t]o the extent it is necessary for Houston-Ladue Partners, a Missouri Partnership, which is also known as Houston Ladue Partnership, to be a party to this judgment, it is made such and is part of the definition of ‘Defendants,’ and leave is granted for filing an amended petition naming as a defendant Houston-Ladue Partners, a Missouri Partnership, which is also known as Houston Ladue Partnership.”

The General Partners timely filed a motion for judgment notwithstanding the verdict and an alternative motion to modify the Judgment. These motions are deemed overruled by operation of law.

The General Partners and Houston-Ladue Partners, a Missouri Partnership, which is also known as Houston Ladue Partnership (collectively the “Ladue Parties”) have timely perfected this appeal from the Judgment.

II. Issues Presented

The Ladue Parties present the following appellate issues:

1. Did the trial court properly set aside the jury's answer to Question 2, which resolved the material issue of contract formation in 2019?

2. Did the court properly render judgment against the Ladue Parties based on the jury's answer to Question 1—which did not inquire about the Ladue Parties’ intent in forming a contract with Shaw or his predecessor—and was there evidence otherwise supporting a judgment for Shaw against them?

3. Is the judgment against the General Partnership proper, since the record does not show that this partnership is a party to the contract?

4. Should the trial court have granted the General Partners’ request for a directed verdict when Shaw testified he knew in 2001—i.e., 19 years before he filed suit—that the General Partnership would not honor the purchase option?

5. Was specific performance of the purchase option proper absent a jury finding or proof that (a) Shaw was entitled to receive performance, and (b) Shaw was ready, willing, and able to perform?

6. Was the award of post-judgment attorneys’ fees excessive?

7. Did Shaw prove any amount of the back rent awarded?

III. Standards of Review

In construing the Lease Agreement and the various renewal and extension agreements, our primary concern is to ascertain and give effect to the intentions of the parties as expressed in each instrument. See Kelley-Coppedge, Inc. v. Highlands Ins. Co., 980 S.W.2d 462, 464 (Tex. 1998). To ascertain the parties’ true intentions, we examine the entire instrument in an effort to harmonize and give effect to all its provisions so that none will be rendered meaningless. See MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 652 (Tex. 1999). Whether an agreement is ambiguous is a question of law for the court. See Heritage Res., Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996). The instrument is ambiguous if its meaning is uncertain and doubtful or is reasonably susceptible to more than one interpretation. See id. Yet, if the court determines that the wording can be given a certain or definite legal meaning or interpretation, then the court will deem the instrument unambiguous and construe it as a matter of law. Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154, 157 (Tex. 2003).

When reviewing the legal sufficiency of the evidence, we consider the evidence in the light most favorable to the challenged finding and indulge every reasonable inference that would support it. City of Keller v. Wilson, 168 S.W.3d 802, 823 (Tex. 2005). We must credit favorable evidence if reasonable jurors could and disregard contrary evidence unless reasonable jurors could not. See id. at 827. We must determine whether the evidence at trial would enable reasonable and fair-minded people to find the facts at issue. See id. Jurors are the sole judges of witness credibility and the weight to give to testimony. See id. at 819. Evidence conclusively proves a point or proves the point as a matter of law only if reasonable people could not differ in their conclusions on the point. See id. at 816.

A trial court may disregard a jury finding if the finding is immaterial. Green Intern., Inc. v. Solis, 951 S.W.2d 384, 389–90 (Tex. 1997). A complaint that a jury's answer is immaterial is not a jury-charge complaint that must be raised before the jury deliberates; instead a party may preserve this complaint by raising the issue in a motion to disregard the finding, a motion for judgment notwithstanding the verdict, or a motion for new trial. Musallam v. Ali, 560 S.W.3d 636, 640 (Tex. 2018); Bachtell Enterprises, LLC v. Ankor E&P Holdings Corp., 651 S.W.3d 514, 519 (Tex. App.—Houston [14th Dist.] 2022, pet. denied). A jury's answer to a question is immaterial when (1) the question should not have been submitted, (2) the question calls for a finding beyond the province of the jury, such as a question of law, (3) when the question was properly submitted but has been rendered immaterial by other findings, or (4) when the answer to the question cannot alter the effect of the verdict. See Southeastern Pipe Line Co. v. Tichacek, 997 S.W.2d 166, 172 (Tex. 1999); City of Brownsville v. Alvarado, 897 S.W.2d 750, 752 (Tex. 1995). The trial court's order granting the Motion to Disregard was based on questions of law, so we review that ruling de novo. See Nat'l Security Fire & Cas. Co. v. Hurst, 523 S.W.3d 840, 844 (Tex. App.—Houston [14th Dist.] 2017, pet. denied).

IV. Analysis

A. Did the “lease term” end in 1998?

Paragraph 3 of the Lease Agreement provides that it “commences on October 5, 1996 (Commencement Date) and ends on September 30[,] 1998 (Termination Date).” Paragraph 4 of the Lease Agreement also provides for automatic renewal if the tenant does not give the landlord written notice of the tenant's intent to vacate and terminate the Lease Agreement at least 30 days before September 30, 1998 or the end of any renewal period:

Tenant must provide Landlord written notice of Tenant's intent to vacate and terminate this [Lease Agreement] at least thirty (30) days prior to the Termination Date [September 30, 1998] or end of any renewal period or this [Lease Agreement] will automatically renew on a month[-]to[-]month basis ․ If this [Lease Agreement] is automatically renewed on a month-to-month basis either party may terminate the renewal of this [Lease Agreement] by providing written notice to the other party and the renewal of this [Lease Agreement] will terminate: ․ on the last day of the month in which the notice is given if notice is given on the first day of the month. If the notice is given on a day other than the first day of the month, the renewal of this [Lease Agreement] will terminate on the last day of the month following the month in which the notice is given.

Uncontroverted trial testimony established that neither the landlord nor the tenant has ever given notice of termination under the Lease Agreement. The Option provides that the tenant has the right to purchase the Property for $70,000 “[a]nytime during the lease term.” On appeal the Ladue Parties argue that the “lease term” ended on September 30, 1998, and therefore the Option expired before Shaw attempted to exercise it. The Ladue Parties effectively argue that “lease term” in the Option means “initial lease term” and therefore the tenant had to exercise the Option before the end of the initial lease term on September 30, 1998. The Ladue Parties have not cited any case in which a court has construed the phrase “lease term” to mean “initial lease term.” In fact, the general rule is that where an original lease or agreement to lease provides for an extension or renewal of the lease at the tenant's election, and the tenant elects to renew the lease or extend its term, the time for exercising a purchase option contained in the lease and exercisable during the term of the lease is likewise extended. Farrar v. Harris, 2007 WL 3015470, at *1, *3 (Tex. App.—Tyler 2007, no pet.). We conclude that the unambiguous meaning of “lease term” as used in the Option is not limited to the initial lease term and includes all extensions and renewals of the lease term, whether under Paragraph 4 of the Lease Agreement or by a renewal or extension agreement. See Farrar, 2007 WL 3015470, at *1, *3–4 (holding that tenant who had option to purchase the leased property at “any time during the lease period” timely exercised the option even though tenant exercised the option after the end of the initial lease term and during a time when the lease agreement had been automatically renewed on a month-to-month basis as provided in the lease agreement); Exxon Corp. v. Pollman, 729 S.W.2d 302, 303–05 (Tex. App.—Tyler 1986, writ ref'd n.r.e.) (holding as a matter of law that tenant who had option to purchase the leased property “at any time during the term of this lease” timely exercised the option even though tenant exercised the option after the end of the initial lease term and during a time when the lease term had been extended).

The language of the various renewal or extension agreements is unambiguous, and the testimony regarding execution of the renewals and extensions is undisputed. The trial evidence proves as a matter of law that though the Lease Agreement was modified in various ways, the term of the Lease Agreement was extended through the time of trial and that Shaw exercised the Option in November 2021 “during the lease term.” See Farrar, 2007 WL 3015470, at *1, *3–4; Pollman, 729 S.W.2d at 303–05.

B. Did the trial court err in granting Shaw's Motion to Disregard?

Under their first issue the Ladue Parties assert that the trial court erred in granting Shaw's motion to disregard as immaterial the jury's answer to Question No. 2 and in rendering judgment against the Ladue Parties based on the jury's answer to Question No. 1 alone. This argument is based on an incorrect premise. The trial court did not render judgment based on the jury's answer to Question No. 1 alone; instead the trial court rendered judgment based on the jury's answer to Question No. 1 and the trial court's determination that the trial evidence proved as a matter of law that the Option was enforceable by Shaw when Shaw exercised it and that the Ladue Parties breached the agreement by failing to convey the Property to Shaw.

In Question No. 2 the jury was asked, “Did Shaw and the Defendants intend to bind themselves to the 2019 Extension that included the following term: ‘anytime during the lease term tenant has option to purchase the property @ $70,000’?” In the jury charge “Defendants” was defined as the General Partners, and “2019 Extension” was defined as “the Texas Association of Realtors Extension of Residential Lease for the [Property], commencing on May 1, 2019 and ending on April 30, 2020.” This document is Plaintiff's Exhibit 13. At the charge conference no party objected to the definitions of “Defendants” and “2019 Extension” or to the wording of Question No. 2 that was submitted to the jury.

Plaintiff's Exhibit 13, the Final Renewal Agreement, recites that the parties to the agreement are “Houston Ladue Partnership” as landlord and Ray Shaw as tenant. The agreement does not state, and Shaw does not contend, that any of the General Partners are parties to the agreement. Yet Question No. 2 asks the jury whether the General Partners intended to bind themselves to the 2019 Extension. Question No. 2 could be construed as asking whether the Final Renewal Agreement contains the language of the Option. As a matter of law the Final Renewal Agreement does not contain the language of the Option, and Shaw does not contend otherwise. Instead, Shaw argues that the Lease Agreement contained the Option and that though the Lease Agreement was renewed and extended at various times since 1996, the Option was carried forward in the renewals and extensions, which amended other provisions of the Lease Agreement but did not amend the Option. Some of the agreements state that all terms of the lease not amended in the agreement remain the same. Even though some of the agreements do not contain such a statement, Texas law does not require such an express statement for the terms and conditions of the lease to stay the same unless changed in the renewal or extension agreement. See Haddad v. Tyler Prod. Credit Ass'n, 212 S.W.2d 1006, 1008 (Tex. App.—Texarkana 1948, writ ref'd).¹ Under Texas law it is presumed that unless otherwise stated the same terms and conditions of the lease will remain in effect during a renewal or extension of the lease. See id.

In describing the Lease Agreement, the First Renewal Agreement mistakenly stated that Shaw was the tenant under the Lease Agreement, and defined “Tenant” as “Ray Shaw.” Nonetheless, Shaw signed the agreement as “Ray Shaw, Trustee” in the signature block for the tenant. We presume for the sake of argument that the tenant in the First Renewal Agreement is Sterling Trust. In the Second, Third, Fourth, and Fifth Renewal Agreements, the term “Tenant” is not defined, and Shaw signed on behalf of Sterling Trust. The Sixth Renewal Agreement says that Shaw is the tenant and defines “Tenant” as “Ray Shaw.” Nonetheless, Shaw signed the agreement on behalf of Sterling Trust in the signature block for the tenant. We presume for the sake of argument that the tenant in the Sixth Renewal Agreement is Sterling Trust.

Starting with the Seventh Renewal Agreement and going through the Final Renewal Agreement, each agreement said that Shaw was the tenant under the lease of the Property, defined “Tenant” as “Ray Shaw,” and was signed by Shaw in his individual capacity in the signature block for the tenant. Under the unambiguous language of these five agreements, Shaw in his individual capacity is the tenant rather than Sterling Trust. See Haddad, 212 S.W.2d at 1009 (stating that “It is ․ a rule of law that, when a contract has been changed by mutual consent of the parties, it becomes a new agreement, which takes the place of the old, and the new agreement consists of the new terms and as much of the old as the parties have agreed shall remain unchanged”); Burger v. Western Sand & Gravel Co., 237 S.W.2d 725, 729 (Tex. Civ. App.—Amarillo 1950, writ ref'd n.r.e.) (concluding that a renewal agreement may change some of the original contract's terms, change some of the parties, and keep some of the terms the same). Therefore, the trial evidence proves as a matter of law that, with the agreement of the landlord, Shaw in his individual capacity was substituted in place of Sterling Trust as the tenant by April 2013 and continued to be the tenant through the time of trial. See Haddad, 212 S.W.2d at 1009; Burger, 237 S.W.2d at 729. Under its unambiguous language the Option gives the option to purchase the Property to the “tenant,” and from April 2013 through the time of trial the tenant was Shaw. Therefore, there is no merit in the Ladue Parties’ argument under their second issue that no evidence supports a judgment for Shaw because no evidence shows he is a party to or third-party beneficiary of the Option.

We conclude that the trial court did not err in determining that the trial evidence proved as a matter of law that the Option was enforceable by Shaw when he exercised it or in granting Shaw's motion to disregard as immaterial the jury's answer to Question No. 2. We overrule the first issue.

C. Is the evidence legally sufficient to support the jury's answer to Question No. 1?

Under their second issue the Ladue Parties assert that no evidence supports the jury's answer to Question No. 1 because (1) no evidence shows that “Houston Ladue Partnership” authorized or ratified the inclusion of the handwritten Option language in the Lease Agreement; (2) no one from the partnership signed the Lease Agreement or signed or endorsed the handwritten Option language; (3) although Venable signed the Lease Agreement for the owner she did not put her initials on or near the Option language; (4) no evidence shows that Venable had any authority to bind the General Partners to the Option; and (5) no evidence shows that the General Partners ratified the Option after Sterling Trust and Houston Ladue Partnership signed the Lease Agreement.²

The jury answered, “Yes” to Question No. 1, which asked, “Did Sterling Management Trust and the Houston Ladue Partnership intend to bind themselves to the 1996 Lease that included the following term: ‘anytime during the lease term tenant has option to purchase the property @ $70,000’?” The “1996 Lease” was defined as the Lease Agreement.

The trial evidence includes a 1989 deed conveying title to the Property to the General Partnership. During his trial testimony Douglas Cohen, one of the General Partners, stated that the General Partnership purchased the Property and that if the Property was sold at the time of trial, Cohen thinks that the grantor in the deed conveying the Property to the purchaser would have to be the General Partnership. The trial evidence proves as a matter of law that the General Partnership owned the Property from 1996 through the time of trial. Cohen also testified at trial as follows:

• Cohen hired Investment Realty to manage the Property as a rental property.

• Cohen gave Investment Realty the authority to negotiate a lease and to sign a lease.

• Venable of Investment Realty had the authority to sign the Lease Agreement for the owner of the Property.

• Venable signed the Lease Agreement for the owner of the Property.

• Venable had the authority to bind the “general partnership” to the parts of the Lease Agreement that are “properly acknowledged.”

• Cohen thinks that the handwritten Option language was not “properly acknowledged” by Venable because she only put a “B” next to this language, whereas she put “BV” next to other handwritten language in the Lease Agreement.

Under the applicable standard of review the trial evidence would enable reasonable and fair-minded people to find that (1) Venable had authority to bind the General Partnership to the Option; (2) the reference in the Lease Agreement to “Houston Ladue Partnership” as the owner of the Property and the landlord was a reference to the General Partnership, even though the correct name of the General Partnership is “Houston-Ladue Partners”; (3) Venable manifested her awareness of and agreement to the Option language by placing the initial of her first name near the Option language; (4) Venable signed the Lease Agreement on behalf of the General Partnership;³ and (5) Sterling Management and “Houston Ladue Partnership” intended to bind themselves to the Lease Agreement that included the Option. See MEMC Pasadena, Inc. v. Riddle Power, LLC, 472 S.W.3d 379, 394 (Tex. App.—Houston [14th Dist.] 2015, no pet.); Aztec Corp. v. Tubular Steel, Inc., 758 S.W.2d 793, 797 (Tex. App.—Houston [14th Dist.] 1988, no writ). The trial evidence is legally sufficient to support the jury's answer to Question No. 1.

D. Did the trial court err in rendering judgment against the General Partners because none of them is a party to the Lease Agreement or any agreement with Shaw?

Under their second issue the Ladue Parties also assert that the trial court erred in rendering judgment against the General Partners because none of them is a party to the Lease Agreement or to any agreement with Shaw. But under either Texas law or Missouri law each of the General Partners is jointly and severally liable for the General Partnership's obligations, subject to exceptions not applicable to today's case. See Tex. Bus. Orgs. Code Ann. § 152.304 (West, Westlaw through 2025 R.S.) (stating that “[e]xcept as provided by Subsection (b) or Section 152.801(a), all partners are jointly and severally liable for all obligations of the partnership unless otherwise: (1) agreed by the claimant; or (2) provided by law.”); Mo. Rev. Stat. § 358.150.1 (stating that “[e]xcept as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnership contract.”); 66, Inc. v. Crestwood Commons Redevelopment Corp., 998 S.W.2d 32, 42 (Mo. 1999); C-4 Corp. v. E.G. Smith Construction Prods., 894 S.W.2d 242, 245 (Mo. Ct. App. 1995); Westergren v. Houston Pilots Ass'n, 566 S.W.3d 7, 16 (Tex. App.—Houston [14th Dist.] 2018, no pet.). Thus, even though none of the General Partners is a party to the Lease Agreement or to any agreement with Shaw, the General Partners still are jointly and severally liable for the General Partnership's obligations to Shaw. See Tex. Bus. Orgs. Code Ann. § 152.304; Mo. Rev. Stat. § 358.150.1; 66, Inc., 998 S.W.2d at 42; C-4 Corp., 894 S.W.2d at 245; Westergren, 566 S.W.3d at 16. We overrule the second issue.

E. Have the Ladue Parties shown that the trial court erred in rendering judgment against the General Partnership because no partnership entity was a party to the litigation at the time of trial?

Under their third issue the Ladue Parties assert that the trial court erred in rendering judgment against “Houston-Ladue Partners, a Missouri Partnership” or “Houston Ladue Partnership” because no partnership entity was a party to the litigation at the time of trial. They cite a case in which the Supreme Court of Texas says that “[g]enerally people are not bound by a judgment in a suit to which they were not parties.” Amstadt v. U.S. Brass Corp., 919 S.W.2d 644, 652 (Tex. 1996). At the time of trial the only defendants were the General Partners. After trial the General Partners filed a Motion for Entry of Partial Judgment. Shaw responded in opposition arguing among other things that under either Missouri or Texas law service of citation on a general partner authorizes a judgment against the general partnership and the partners actually served, citing Missouri and Texas authority. Shaw also filed a “Supplemental Motion to Disregard Jury Finding and Motion for Partial Judgment and Motion for Leave to Amend Petition.” Shaw argued that under section 1.104 of the Texas Business Organizations Code, because the General Partnership is a Missouri general partnership, Missouri law applies to the determination of the liability of the General Partnership and its partners. See Tex. Bus. Orgs. Code Ann. § 1.104 (West, Westlaw through 2025 R.S.). Shaw contended that under Missouri law the General Partnership is sued by suing the General Partners because Missouri law does not recognize a general partnership as a separate entity that may be sued. Nonetheless, in an abundance of caution, Shaw asked the trial court to render judgment against the General Partnership.

In his live pleading at the time, the Third Amended Petition, Shaw sued the five General Partners, alleging that they are general partners of the General Partnership and that the General Partnership acquired the Property in January 1989. Because Shaw had served the General Partners, he argued that the trial court should render judgment against the General Partners and the General Partnership, even though under Missouri law, it is the General Partners who must be sued. Shaw cited section 17.022 of the Civil Practice and Remedies Code and the Supreme Court of Texas's construction of that statute. See Tex. Civ. Prac. & Rem. Code Ann. § 17.022 (West, Westlaw through 2025 R.S.) (stating that “[c]itation served on one member of a partnership authorizes a judgment against the partnership and the partner actually served.”); Kao Holdings, L.P. v. Young, 261 S.W.3d 60, 62–63 (Tex. 2008) (stating that Civil Practice and Remedies Code section 17.022 in effect provides that “In a suit against a partner, citation served on that partner authorizes judgment against the partnership as well.”). Shaw asserted that to the extent it should be clarified or amended in his petition that he is suing the General Partnership through its General Partners, an issue that Shaw claimed was tried by consent at trial, Shaw asked the trial court for leave to file the attached Fourth Amended Petition to do so.⁴ The General Partners opposed Shaw's motions.

After granting Shaw's motion to disregard the jury's answer to Question No. 2, the trial court signed the Judgment in which it granted the other relief requested by Shaw, rendering judgment against the General Partners, granting Shaw leave to file the Fourth Amended Petition adding the General Partnership as a defendant, and ordering that “[t]o the extent it is necessary for [the General Partnership] to be a party to this judgment, it is made such and is part of the definition of ‘Defendants.’ ”

The trial court did not specify the grounds for its rendition of judgment against the General Partnership. On appeal the Ladue Parties assert that the trial court erred in this rendition of judgment, but they have not challenged the ground Shaw asserted for this relief in his motions based on Civil Practice and Remedies Code section 17.022 and the Kao Holdings case. See RSL Funding, LLC v. Pippins, 499 S.W.3d 423, 434 (Tex. 2016) (affirming because appellant failed to challenge ground on which trial court could have ruled in denying motion), aff'g, 424 S.W.3d 674, 687 n.24 (Tex. App.—Houston [14th Dist.] 2014) (stating that “[i]t is well established in Texas that when a trial court issues a ruling adverse to a party without specifying its grounds for doing so, the party on appeal must challenge each independent ground that was asserted by the appellees in the trial court.”); Petroleum Workers Union of the Republic of Mexico v. Gomez, 503 S.W.3d 9, 24 (Tex. App.—Houston [14th Dist.] 2016, no pet.). Therefore, we conclude that the Ladue Parties have not shown that because no partnership entity was a party to the litigation at the time of trial, the trial court erred in rendering judgment against the General Partnership. See RSL Funding, LLC, 499 S.W.3d at 434; RSL Funding, LLC, 424 S.W.3d at 687 n.24; Petroleum Workers Union of the Republic of Mexico, 503 S.W.3d at 24.

F. Does any evidence support the trial court's statement in the Judgement that “Houston-Ladue Partners, a Missouri Partnership” is also known as “Houston Ladue Partnership”?

Under the third issue, the Ladue Parties also assert that no evidence supports the trial court's statement in the Judgment that “Houston-Ladue Partners, a Missouri Partnership” is also known as “Houston Ladue Partnership.” The evidence contains a deed showing that “Houston-Ladue Partners, a Missouri Partnership” owns the Property. Cohen, one of the General Partners, testified at trial as follows:

• Cohen hired Investment Realty to manage the Property as a rental property.

• Cohen gave Investment Realty the authority to negotiate a lease and to sign a lease.

• Venable of Investment Realty had the authority to sign the Lease Agreement for the owner of the Property.

• Venable signed the Lease Agreement for the owner of the Property.

• Venable had the authority to bind the “general partnership” to the parts of the Lease Agreement that are “properly acknowledged.”

The Lease Agreement, signed by Venable, states that “Houston Ladue Partnership” is the owner of the Property. The trial evidence shows that “Houston-Ladue Partners, a Missouri Partnership” owns the Property and hired Investment Realty to negotiate and sign an agreement leasing the Property, and that in preparing the Lease Agreement on behalf of “Houston-Ladue Partners, a Missouri Partnership,” Venable inserted language stating that the Property owner's name was “Houston Ladue Partnership.” The trial evidence is legally sufficient to support the trial court's statement in the Judgment that “Houston-Ladue Partners, a Missouri Partnership” is also known as “Houston Ladue Partnership.”

Having addressed all of the Ladue Parties’ complaints under the third issue, we overrule that issue.

G. Did the General Partners waive their motion for directed verdict as to their statute-of-limitations defense?

In their fourth issue the Ladue Parties assert that the trial court erred in denying the General Partners’ motion for directed verdict in which they asserted that the evidence in Shaw's case-in-chief conclusively establishes that Shaw's claim is barred by the statute of limitations. Shaw testified that he did not exercise the Option until 2021. Shaw also testified that in 2001 he talked to an employee of Sterling Real Estate and asked whether they would honor the Option. The employee said that Sterling Real Estate would not honor the Option because it “was only a year long.” Shaw said that he did not make a claim on the Option in 2001; he just made an inquiry and was told that they were not going to honor the Option. Shaw testified that he did not ask to have the owner of the Property sell him the Property for $70,000 at that time and that he did not exercise the option. The Ladue Parties assert that the evidence conclusively proves that Sterling Real Estate refused to honor the Option and unequivocally repudiated the Option in 2001, so that Shaw's breach-of-contract claim accrued and the four-year statute of limitations began to run. Because Shaw did not file suit until 2020 the Ladue Parties argue that as a matter of law Shaw's claim is barred by the statute of limitations.

Just after the end of Shaw's case-in-chief, the General Partners moved for a directed verdict based on the affirmative defense of statute of limitations. The trial court denied this motion. The General Partners then presented evidence in their case-in-chief. At the close of evidence in their case-in-chief, the General Partners did not renew their motion for a directed verdict. A motion for directed verdict at the close of the plaintiff's case-in-chief is insufficient to preserve a complaint of legal insufficiency of the evidence if a defendant offers evidence after denial of this motion. See Meek v. Onstad, 430 S.W.3d 601, 610 (Tex. App.—Houston [14th Dist.] 2014, no pet.). If a defendant moves for a directed verdict after the plaintiff rests but thereafter elects not to stand on his motion for verdict, and offers evidence in his own case, that defendant waives his motion for directed verdict unless he re-urges the motion at the close of the evidence. See id. at 611. After the trial court denied the General Partners’ motion for directed verdict based on the statute of limitations at the end of Shaw's case-in-chief, they elected not to stand on their motion for verdict and instead offered evidence in their own case. At the close of the evidence, the General Partners did not re-urge the motion for directed verdict in which they asserted that the evidence conclusively proved that the statute of limitations barred Shaw's breach-of-contract claim. Thus, the General Partners waived this motion for directed verdict.⁵ See id. at 610–11.

H. Did the General Partners waive their motion for directed verdict as to their statute-of-frauds defense?

Under the fourth issue the Ladue Parties also assert that the trial court erred in denying the General Partners’ motion for directed verdict in which they asserted that the evidence in Shaw's case-in-chief conclusively establishes that the statute of frauds bars enforcement of the Option because the General Partners did not sign the Lease Agreement and because the Option does not detail (1) the parties to the contract; (2) the Property description and condition; (3) earnest money and option termination provisions; (4) title policy and survey provisions; (5) provisions regarding brokers and sales agents; (6) provisions regarding closing and escrow; (7) possession provisions; (8) provisions regarding settlement, prorations, and other expenses; (9) casualty loss, default, mediation, and attorney's fees provisions; and (10) notice provisions.

Just after the end of Shaw's case-in-chief, the General Partners moved for a directed verdict based on the affirmative defense of statute of frauds, stating “the option was not created based on a statute of frauds limitation basis that the key essential terms of the option were not incorporated in the language that they are purporting to use ․ to create the option agreement.” The General Partners also asserted that the Option violates the statute of frauds because there is no definite time period to exercise the Option because “during the lease term” is not sufficiently definite. The trial court denied the General Partners’ motion for directed verdict based on the statute of frauds. Just as with the statute-of-limitations defense, the General Partners elected not to stand on their motion for verdict and instead presented evidence in their own case-in-chief. At the close of the evidence, the General Partners did not re-urge the motion for directed verdict based on the statute of frauds. Thus, the General Partners waived this motion for directed verdict.⁶ See id. at 610–11.

Having addressed all of the Ladue Parties’ complaints under the fourth issue, we overrule that issue.

I. Have the Ladue Parties shown that the trial court erred in granting the remedy of specific performance?

In their fifth issue the Ladue Parties assert that the trial court erred in ordering specific performance of the Option because there was no jury finding or proof that (1) Shaw was entitled to receive performance, and (2) Shaw was ready, willing, and able to perform. As to the second point the Ladue Parties rely on the Supreme Court of Texas's opinion in DiGiuseppe v. Lawler. See 269 S.W.3d 588, 593–99 (Tex. 2008). A longstanding principle of Texas jurisprudence is that to obtain the equitable remedy of specific performance a party must plead and prove that the party was ready, willing, and able to timely perform his obligations under the contract. See id. at 593. It is also a general rule of equity jurisprudence in Texas that a party must show that he has complied with his obligations under the contract to be entitled to specific performance. Id. at 594. Therefore, a plaintiff seeking specific performance, as a general rule, must actually tender performance as a prerequisite to obtaining specific performance. Id. A corollary to this rule is that when a defendant refuses to perform or repudiates a contract, the plaintiff may be excused from actually tendering performance to the repudiating party before filing suit for specific performance. Id. In such a circumstance, a plaintiff seeking specific performance is excused from tendering performance pre-suit and may simply plead that performance would have been tendered but for the defendant's breach or repudiation. Id. This exception to the general rule—that actual tender of performance is a prerequisite to obtaining specific performance—is grounded in the notion that actual pre-suit tender of performance should be excused when it would be a useless or futile act, for example if the defendant has repudiated the contract. Id. However, even when pre-suit tender of performance is excused, a plaintiff still is obligated to plead and prove that he is ready, willing, and able to perform at all relevant times before specific performance may be awarded. Id. at 595.

When contested fact issues must be resolved before a court can determine the expediency, necessity, or propriety of equitable relief, a party is entitled to have a jury resolve the disputed fact issues. Id. at 596. The Partners did not concede or stipulate in the trial court that Shaw was ready, willing, and able to perform under the Option. This was an issue on which Shaw—as the party seeking specific performance—had the burden of proof. See id. Under Texas Rule of Civil Procedure 279, if at least one element of an independent ground of recovery was submitted to the jury and is “necessarily referable” to that ground of recovery, an omitted finding that is supported by some evidence shall be deemed found by the court in such a manner as to support the judgment.⁷ See Tex. R. Civ. P. 279. We conclude that Question No. 1 is not “necessarily referable” to specific performance as a ground of recovery. See DiGiuseppe, 269 S.W.3d at 598. Therefore Shaw had to obtain a jury finding that he was ready, willing, and able to perform under the Option, or the trial evidence must have conclusively proved that point. See id. at 596–98; Tex. R. Civ. P. 279.

When asked at trial why he waited so long to exercise the Option, Shaw answered, “Well, I'm not a wealthy man and I didn't have $70,000 to make that purchase until recently.” Shaw gave this trial testimony in February 2023, and he did not specify if “recently” meant that he had the $70,000 in November 2021. Shaw also testified that he was asking the trial court to order the General Partners and the General Partnership to comply with the Option and to sell Shaw the Property. Shaw stated that he was willing to pay everything that he is supposed to pay. Shaw did not state whether he had obtained financing that would provide him with the money needed to buy the Property under the Option. When a party relies on third-party financing to be ready, willing, and able to perform under the terms of a contract, the party must show it had a firm commitment for financing at the time performance was required under the contract. See Heights Prop. Management, LLC v. Scales, No. 01-22-00750-CV, 2024 WL 4536140, at *4 (Tex. App.—Houston [1st Dist.] Oct. 22, 2024, no pet.) (mem. op.). Shaw did not state whether he had the money needed to buy the Property in cash or cash equivalents. Shaw did not provide evidence of any such financing, cash, or cash equivalents. Reviewing the trial evidence under the applicable standard of review, we conclude that the trial evidence did not conclusively prove that Shaw was ready, willing, and able to purchase the Property when Shaw exercised the Option in November 2021. See DiGiuseppe, 269 S.W.3d at 596, 600; Heights Prop. Management, LLC, 2024 WL 4536140, at *4–5. Therefore, the trial court erred in granting the remedy of specific performance, and we sustain the fifth issue to the extent that the Ladue Parties challenge the trial court's order of specific performance of the Option based on the ready, willing, and able element. We reverse the trial court's judgment to the extent it granted the remedy of specific performance and render judgment that Shaw take nothing on his request for specific performance. We need not and do not address the remainder of the fifth issue.

J. Does the evidence conclusively prove that Shaw exercised the Option on November 5, 2021, and the amount of rental payments Shaw made after that date?

In the Judgment, signed on October 30, 2023, the trial court awarded Shaw $18,270 “for the rent payments he has made since November 5, 2021, the date he exercised the [O]ption” and “$1,015 per month starting June 1, 2023 for each month [Shaw] pays rent.” Shaw would pay no further rent after the date of the Judgment, which granted specific performance of the Option. Thus, the trial court effectively ordered the Ladue Parties to pay Shaw $23,345 for the monthly rental payments of $1,015 that Shaw allegedly made for December 2021 through October 2023. After requesting specific performance in his petition, Shaw alleged in the alternative that he was entitled to a money judgment.

In the seventh issue the Ladue Parties assert that Shaw did not prove “any amount of the back rent awarded.” On February 16, 2023, Shaw testified at trial that he is currently paying $1,015 per month in rent on the Property, and the trial court admitted into evidence copies of checks, a list of all lease payments made by Shaw, and other records provided by Shaw showing the amounts he paid for rent over many years, including from December 2021 through February 2023. Cohen, one of the General Partners, testified that Shaw was always a very good tenant and that Shaw has paid the rent every month, including the rent for February 2023. We conclude that the trial evidence conclusively proves that Shaw made monthly rental payments of $1,015 from December 2021 through February 2023, for a total amount of $15,225. See Knopp v. State Farm Lloyds, No. 05-22-00749-CV, 2024 WL 3579432, at *7 (Tex. App.—Dallas Jul. 30, 2024, pet. denied) (mem. op.) (concluding that the evidence proved as a matter of law the payments that a party had made). The trial evidence does not address the payment of any rent after the February 2023 rental payment. Therefore, the trial court erred in awarding Shaw $23,345 rather than $15,225 based on rental payments, and we sustain in part the seventh issue to the extent that the Ladue Parties assert that Shaw did not prove the amount of rental payments awarded in the Judgment. We reverse the trial court's money judgment based on the rental payments and render judgment that the Ladue Parties pay Shaw $15,225.

Under the seventh issue the Ladue Parties also assert that there was no finding of whether and when Shaw exercised the Option, and they contend that Shaw's testimony on the subject was contradictory. It is correct that there was no finding in this regard, and therefore the trial evidence must conclusively prove this point for the trial court to have correctly ruled that Shaw exercised the Option on November 5, 2021. Sterling Trust sent a letter dated April 15, 2020, purportedly seeking to exercise the Option. The trial court admitted this letter as Plaintiff's Exhibit 21 and as Defendants’ Exhibit 27. Under the unambiguous language of this instrument it was not sent by or on behalf of Shaw, and it was not an attempt by Shaw to exercise the Option. Shaw's counsel sent a letter dated November 5, 2021, to Houston Ladue Partnership and the General Partners (“November Letter”), which was sent by email to the General Partners’ counsel. Shaw made demand on Houston Ladue Partnership and the General Partners for performance of the Option, enclosing a real estate agreement to be used to consummate the sale of the Property. Shaw asserted that although Sterling Trust was originally the tenant under the lease, the tenant had been changed to Shaw. The trial court admitted the November Letter as Plaintiff's Exhibit 22 and as Defendants’ Exhibit 28. Shaw testified that in the November Letter Shaw exercised in writing his right to purchase the Property and that Shaw left no doubt that he was saying he wanted to buy the Property. Shaw testified that the General Partners did not respond to either of the two letters. There is no evidence that counsel for the General Partners did not receive the November Letter. Counsel for the General Partners cross-examined Shaw at trial about his testimony that the General Partners did not respond to the November Letter, asserting that this lawsuit already had been filed and that the General Partners responded by their pleading in which they disagreed with Shaw's position in this lawsuit. Thus the General Partners’ counsel effectively conceded that the November Letter had been received. Under the unambiguous language of the November Letter, Shaw exercised the Option through the letter.

The Ladue Parties assert that Shaw's testimony regarding his alleged exercise of the Option was contradictory, citing testimony by Shaw addressing the episode in 2001 in which Shaw talked to an employee of Sterling Real Estate and asked whether it would honor the Option, and the employee said that Sterling Real Estate would not honor the Option. Shaw admitted at trial that he incorrectly testified at his deposition that this episode occurred in 2010, and that it actually occurred in 2001. Shaw's confusion about the date of this inquiry does not raise a genuine fact issue as to whether Shaw exercised the Option in 2001. Shaw testified that he knew as of 2001 that an employee of Sterling Real Estate told Shaw they were not going to honor the Option. Shaw testified that this episode was an inquiry by him and that it was not a claim and that Shaw did not exercise the Option at that time. There was no evidence that Sterling Real Estate contacted the General Partners in 2001 and told them that Shaw was attempting to exercise the Option. After considering all of the evidence under the applicable standard of review, we conclude that the trial evidence conclusively proved that Shaw exercised the Option through the November Letter, and therefore the trial court did not err in ruling that Shaw exercised the Option on November 5, 2021. See Durrett Dev., Inc. v. Gulf Coast Concrete, LLC, No. 14-07-01062-CV, 2009 WL 2620506, at *6 (Tex. App.—Houston [14th Dist.] Aug. 27, 2009, no pet.) (mem. op.) (holding that the evidence conclusively established that a party had exercised a purchase option).

The Ladue Parties have not raised any other complaints regarding the trial court's money judgment based on the rental payments. Having addressed all of the Ladue Parties’ complaints under the seventh issue, we overrule the remainder of that issue.

K. Should this court reverse and remand the trial court's awards of attorney's fees?

The trial court awarded Shaw reasonable and necessary attorney's fees for trial and appeal. In the sixth issue the Ladue Parties assert that the trial court's award of attorney's fees was excessive. One of the factors that the trial court should consider in determining the reasonableness of an attorney's fee is the amount involved and the results obtained. Arthur Andersen & Co. v. Perry Equip. Corp., 945 S.W.2d 812, 818 (Tex. 1997). On appeal, we have concluded that the trial court erred in granting specific performance and in awarding Shaw $23,345 rather than $15,225. Because our disposition on appeal substantially affects the trial court's judgment, reversal of the trial court's attorney's-fees awards against the Ladue Parties is warranted so that on remand the trial court can address what costs and reasonable and necessary attorney's fees should be awarded to Shaw in light of the relief granted following this court's rendition of judgment. See Allstate County Mut. Ins. Co. v. Wootton, 494 S.W.3d 825, 839 (Tex. App.—Houston [14th Dist.] 2016, pet. denied); Chase Home Fin., L.L.C. v. Cal West. Reconveyance Corp., 309 S.W.3d 619, 634 (Tex. App.—Houston [14th Dist.] 2010, no pet.). Accordingly, without addressing the merits of the sixth issue, we reverse all of the attorney's fees awards and remand to the trial court to determine what costs and reasonable and necessary attorney's fees should be awarded to Shaw in light of the relief granted following this court's rendition of judgment.

V. Conclusion

The trial evidence proves as a matter of law that though the Lease Agreement was modified in various ways, the term of the Lease Agreement was extended through the time of trial and that Shaw exercised the Option in November 2021 “during the lease term.” The trial court did not err in determining that the trial evidence proved as a matter of law that the Option was enforceable by Shaw when Shaw exercised it or in granting Shaw's motion to disregard as immaterial the jury's answer to Question No. 2. The trial evidence is legally sufficient to support the jury's answer to Question No. 1.

Under either Texas law or Missouri law each of the General Partners is jointly and severally liable for the General Partnership's obligations, subject to exceptions not applicable to today's case. Thus, even though none of the General Partners is a party to the Lease Agreement or to any agreement with Shaw, the General Partners still are jointly and severally liable for the General Partnership's obligations to Shaw. The Ladue Parties have not shown that because no partnership entity was a party to the litigation at the time of trial, the trial court erred in rendering judgment against the General Partnership. The trial evidence supports the trial court's statement in the Judgment that “Houston-Ladue Partners, a Missouri Partnership” is also known as “Houston Ladue Partnership.” The General Partners waived their motions for directed verdict based on the affirmative defenses of statute of limitations and statute of frauds. The trial evidence did not conclusively prove that Shaw was ready, willing, and able to purchase the Property when Shaw exercised the Option, and Shaw did not obtain a jury finding on this point. Therefore, the trial court erred in granting the remedy of specific performance. The trial court also erred in awarding Shaw $23,345 rather than $15,225 based on rental payments. The trial evidence conclusively proved that Shaw exercised the Option through the November Letter, and therefore the trial court did not err in ruling that Shaw exercised the Option on November 5, 2021.

We reverse the trial court's judgment to the extent it grants the remedy of specific performance and render judgment that Shaw take nothing on his request for specific performance. We reverse the trial court's money judgment based on the rental payments and render judgment that the Ladue Parties pay Shaw $15,225. Without addressing the merits of the sixth issue, we reverse all of the attorney's fees awards and remand to the trial court to determine what costs and reasonable and necessary attorney's fees should be awarded to Shaw in light of the relief granted following this court's rendition of judgment. We affirm the remainder of the trial court's judgment.

FOOTNOTES

1.   The Supreme Court of Texas refused the writ of error in Haddad. In cases decided after June 14, 1927, the Supreme Court of Texas's notation of “writ refused” or “petition refused” denotes that the court of appeals's opinion is the same as a precedent of the Supreme Court of Texas. See Yancy v. United Surgical Partners Int'l, Inc., 236 S.W.3d 778, 786 n.6 (Tex. 2007); State Farm Fire & Cas. Co. v. Gandy, 925 S.W.2d 696, 707 (Tex. 1996) (referring to a writ refused court of appeals opinion as an opinion of the Supreme Court of Texas).

2.   The Ladue Parties preserved error on these complaints in their motion for judgment notwithstanding the verdict, which is deemed overruled by operation of law.

3.   Therefore, Shaw did not have to show that (1) one of the General Partners signed the Lease Agreement or signed or endorsed the Option language; or (2) the General Partners ratified the Option after the Lease Agreement was signed. The General Partnership was allowed to execute the Lease Agreement through an agent like Venable rather than by having one of the General Partners sign the Lease Agreement.

4.   Shaw later filed another motion for judgment in which he repeated all of these statements and requests.

5.   In any event, no question was submitted to the jury on the statute of limitations, and the trial evidence did not conclusively prove that the statute of limitations barred Shaw's breach-of-contract claim.

6.   In any event no question was submitted to the jury on the statute of frauds, and the trial evidence did not conclusively prove that the statute of frauds barred Shaw's breach-of-contract claim.

7.   Shaw does not contend that the submission of Question No. 1 is the submission of at least one of the elements of a claim for specific performance and is necessarily referable to that ground of recovery.

Randy Wilson, Justice