Affirmed and Memorandum Opinion filed December 1, 2011.

In The

Fourteenth Court of Appeals 

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NO. 14-10-00901-CV

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JONATHAN GILCHRIST AND AMERICAN ENTERPRISE DEVELOPMENT 

CORP., Appellants

V.

JAMES W. CARROLL AND BRIGHT HAWK RESOURCES, INC., Appellees

On Appeal from the 190th District Court

Harris County, Texas

Trial Court Cause No. 2007-24990

M E M O R A N D U M O P I N I O N

In this breach-of-contract case, defendant Jonathan Gilchrist argues that the trial 

court erred in holding him jointly and severally liable with certain corporations for 

breaching duties owed to plaintiff James W. Carroll. According to Gilchrist, Carroll did 

not plead or prove fraud or any other basis for holding Gilchrist vicariously liable for the 

corporations‟ actions. We conclude, however, that the trial court did not hold Gilchrist 

vicariously liable, but instead held Gilchrist directly liable for the breach of duties that he 

and the corporations jointly owed. Although Gilchrist additionally contends that the trial 

court erred in holding corporations Goldbridge Consulting, LLC and Hepplewhite 
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Corporation liable to Carroll, Gilchrist lacks standing to raise this challenge, and we do not 

address it. American Enterprise Development Corporation also filed a notice of appeal, 

but presented no issues for our consideration. Finding no error in the issues presented for 

our review, we affirm the judgment. 

I. FACTUAL AND PROCEDURAL BACKGROUND

Jonathan Gilchrist and James Carroll founded Goldbridge Capital, LLC in 2000. 

They participated in a number of business ventures together until Carroll decided in 2005 

to withdraw from the businesses. In late November or early December 2005, Carroll and 

Gilchrist executed an agreement in their capacities as individuals and as members, officers, 

or directors of various corporations. At that time, Gilchrist was the executive vice 

president of Goldbridge Capital, LLC, and he was the president and chairman of American 

Enterprise Development Corp., Cyber Law Reporter, Inc. and the Internet Business 

Factory, Inc. The terms of the agreement included the provision, “Each Party shall take 

what actions and execute such other agreements as necessary, in order to implement the 

intent of the Parties to the maximum extent possible.” 

Carroll later sued Gilchrist for breach of contract, and included as codefendants all 

of the above-named corporations as well as two additional companies, Hepplewhite 

Corporation and Goldbridge Consulting, LLC. The claims were tried without a jury, and 

the trial court found that Gilchrist, Goldbridge Capital, American Enterprise Development 

Corp., the Internet Business Factory, Goldbridge Consulting, LLC, and Hepplewhite 

Corporation breached obligations to deliver stock certificates to Carroll and to pay certain 

debts owed to him. The trial court granted judgment in Carroll‟s favor, holding Gilchrist 

jointly and severally liable (a) with Goldbridge Capital for $133,154.00; (b) with 

American Enterprise Development Corp. for $192,081.31; (c) with the Internet Business 

Factory for $90,350; (d) with both Goldbridge Capital, LLC and the Internet Business 

Factory for $842,018, and (e) with both Goldbridge Consulting, LLC and Hepplewhite 
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Corporation for $112,631. In addition to these damage awards, the trial court held 

Gilchrist and the corporations jointly and severally liable for prejudgment interest; for

$251,014.710 in attorneys‟ fees; and for $12,221.98 in court costs. 

Gilchrist did not request original or additional findings of fact, but the trial court 

incorporated findings of fact in its final judgment. Gilchrist‟s motion for a new trial was 

overruled by operation of law.

II. ANALYSIS

A. Legal Sufficiency of the Evidence

In the first of two issues, Gilchrist argues that the trial court erred in holding him 

liable for breaching duties owed to Carroll only by the corporations. We construe this as a 

challenge to the legal sufficiency of the evidence. To determine whether the evidence is 

legally sufficient to support the judgment, we review the entire record, crediting favorable 

evidence if a reasonable factfinder could and disregarding contrary evidence unless a 

reasonable factfinder could not. City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex.

2005). We assume that the factfinder decided questions of credibility or conflicting 

evidence in favor of the verdict if it reasonably could do so. Id. at 819, 820. We do not 

substitute our judgment for that of the trier-of-fact if the evidence falls within this zone of 

reasonable disagreement. Id. at 822. If the evidence would enable reasonable and 

fair-minded people to differ in their conclusions, then it is legally sufficient to support the 

verdict. Id.

Gilchrist argues that the judgment must be reversed because Carroll did not plead or 

prove that Gilchrist is the alter ego of the corporations with which he shares liability, and 

did not attempt to pierce the corporate veil. See In re Kenefick, No. 14-08-00203-CV, 

2008 WL 3833842, at *3 (Tex. App.—Houston [14th Dist.] 2008, no pet.) (mem. op.) 
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(“Alter ego must be specifically pleaded or it is waived, unless tried by consent.”). In 

making this argument, Gilchrist has assumed that the trial court held him vicariously liable 

for the corporations‟ conduct based solely on his relationship with them. See Affordable 

Power, L.P. v. Buckeye Ventures, Inc., 347 S.W.3d 825, 833 (Tex. App.—Dallas 2011, no 

pet.) (“Vicarious liability is liability placed upon one party for the conduct of another, 

based solely upon the relationship between the two.”). This assumption is unwarranted.

Given the terms of the Gilchrist‟s contract with Carroll, the trial court could and did 

hold Gilchrist directly and personally liable for his own breach of the agreement. The 

contract with Carroll provided that “Each Party shall take what actions and execute such 

other agreements as necessary, in order to implement the intent of the Parties to the 

maximum extent possible.” “Party” was defined in the agreement to include Gilchrist in 

his individual capacity, and in that capacity (as well as in his capacity as a corporate 

officer) he executed the agreement. In effect, Gilchrist promised that, whether as an 

individual or on behalf of the various corporations, he would take the actions necessary to 

fulfill the terms of the agreement. If Gilchrist‟s breach of this provision caused the 

corporations to breach their duties under the contract—an implied finding of fact that 

Gilchrist has not challenged1—then he is individually liable. Thus, where the effect of the 

agreement was to require the delivery of stock certificates and it was within Gilchrist‟s 

power to cause this to be done, the trial court found that “Gilchrist . . . failed to deliver 

stock certificates” to Carroll. Where the agreement required various entities under 

Gilchrist‟s control to pay Carroll and no payment was made, the trial court found that 

“Gilchrist . . . failed to pay” Carroll. 

 

1 The trial court incorporated findings of fact in the judgment. We have held that findings 

improperly included in a judgment and not supplanted by findings filed separately under Texas Rules of 

Civil Procedure 297 and 298 “still have probative value and are valid as findings.” In re C.A.B., 289 

S.W.3d 874, 881 (Tex. App.—Houston [14th Dist.] 2009, no pet.). 
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The evidence supports the trial court‟s judgment. To summarize it broadly, Carroll 

presented evidence that he and Gilchrist established Goldbridge Capital, LLC in 2000. 

Carroll paid Gilchrist‟s salary, often in the form of loans through other corporations. 

Through Goldbridge Capital, Carroll and Gilchrist made two other corporations into public 

shell companies. These companies were American Enterprise Development Corp. and 

Cyber Law Reporter, Inc. Because Gilchrist and Carroll were unable to sell these 

corporations before Carroll decided to end his involvement with Goldbridge Capital, the 

two men entered into the agreement at issue to provide for Carroll‟s repayment for the 

capital and labor that benefitted these and other companies. They therefore agreed that 

Goldbridge Capital‟s shares and receivables from American Enterprise Development 

Corp. and Cyber Law Reporter would be distributed to them, and if either company were to 

be involved in a merger or acquisition, then Carroll would share in any “cash, note, or other 

compensation related to the transaction.” 

Carroll introduced evidence that Gilchrist did not make payments or deliver stock 

certificates as required, and in some instances, caused compensation related to transactions 

covered by the agreement to be directed to companies under his control. For example, 

Cyber Law Reporter was involved in a reverse merger, and Carroll presented evidence that 

Gilchrist caused the compensation that should have been shared with Carroll to be 

delivered to two companies in which Gilchrist was the president, director, and controlling 

shareholder. The compensation was in the form of stock, and although Gilchrist assigned 

some of it to other people, he caused none of it to be delivered to Carroll. Carroll also 

introduced Gilchrist‟s deposition, and the trial court was free to draw negative inferences 

from the fact that, in response to any questions concerning any party or transaction in this 

case, Gilchrist invoked his Fifth Amendment right against self-incrimination. See Wilz v. 

Flournoy, 228 S.W.3d 674, 677 (Tex. 2007) (per curiam) (rendering judgment in 

accordance with verdict for plaintiff where plaintiff‟s evidence consisted of inferences 
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drawn from tracing funds and defendant repeatedly invoked Fifth Amendment). Because 

this evidence is sufficient to support the judgment, we overrule Gilchrist‟s first issue.

B. Judgment as to Hepplewhite Corporation and Goldbridge Consulting, LLC

In his second issue, Gilchrist argues that the trial court erred in finding Hepplewhite 

Corporation and Goldbridge Consulting, LLC liable to Carroll because the companies 

were not parties to the agreement. Gilchrist, however, lacks standing to raise this issue. 

An appellant “„may not complain of errors which do not injuriously affect him or which 

merely affect the rights of others.‟” Buckholts Indep. Sch. Dist. v. Glaser, 632 S.W.2d 

146, 150 (Tex. 1982) (quoting Jackson v. Fontaine’s Clinics, Inc., 499 S.W.2d 87, 92 (Tex. 

1973)). Neither of these corporations appealed the judgment, and Gilchrist is not 

adversely affected by the judgment holding them jointly and severally liable to pay 

damages for which he also is liable. We therefore do not address the merits of Gilchrist‟s 

second issue.

C. Judgment as to American Enterprise Development Corporation

American Enterprise Development Corporation also appealed the judgment, but did 

not file a brief. We therefore accept Carroll‟s brief as correctly presenting the case as it 

pertains to this company, and we affirm the judgment against it. See TEX. R. APP. P. 

38.8(a)(3). 
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V. CONCLUSION

Because the evidence is legally sufficient to support the imposition of liability 

directly against Gilchrist as an individual, and no other issues have been properly raised for 

our review, we affirm the trial court‟s judgment.

/s/ Tracy Christopher

Justice

Panel consists of Chief Justice Hedges and Justices Anderson and Christopher.