Opinion issued August 7, 2018

In The

Court of Appeals 

For The 

First District of Texas 

————————————

NO. 01-17-00340-CV

———————————

AMERICAN FISHERIES, INC., Appellant/Cross-Appellee

V.

NATIONAL HONEY, INC., D/B/A NATIONAL COMMODITIES CO. OR

D/B/A NCC GROUP, LTD., JUN YANG, INDIVIDUALLY, AND LIN

HUANG, INDIVIDUALLLY, Appellees/Cross-Appellants

On Appeal from the 157th District Court

Harris County, Texas

Trial Court Case No. 2013-29749

O P I N I O N

Appellant/cross-appellee, American Fisheries, Inc., challenges the trial 

court’s award of attorney’s fees granted to appellees/cross-appellants, National 

Honey, Inc., d/b/a National Commodities Co. or d/b/a NCC Group, LTD., Jun 
2

Yang, individually, and Lin Huang, individually (collectively, National Honey), in 

connection with the enforcement of a settlement agreement and a motion for 

sanctions. In its sole issue on appeal, American Fisheries argues that the trial court 

abused its discretion in awarding attorney’s fees for enforcing a materially disputed 

settlement agreement. In its cross-appeal, National Honey complains in six issues

that the trial court erred in denying sanctions against American Fisheries’ attorney. 

We affirm.

Background

American Fisheries sued National Honey, asserting breach of contract, 

fraud, and other claims in connection with a contract for the sale of frozen shrimp. 

National Honey counter-claimed, asserting causes of action for violation of the 

Texas Deceptive Trade Practices Act, breach of express and implied warranties, 

fraud, and breach of contract.

After nearly four years of litigation, the parties eventually reached a 

settlement. They appeared before a Special Master on January 17 and 18, 2017, to 

pre-admit exhibits according to the schedule set by the trial court; but, instead, the

parties reached a settlement and read their Rule 11 agreement (the Rule 11 

Agreement) into the record on January 18, 2017. According to the report filed by 

the Special Master, the Master met with the parties on January 17, 2017, and, 

“[a]fter a conference between counsels, a settlement was announced.” The Master
3

further reported that counsel for American Fisheries had “requested an 

adjournment until the next day to obtain approval from his client in China.” 

The Special Master reported that the parties appeared before her again on 

January 18, 2017, and that American Fisheries’ counsel, Andrew Gass, 

“announced the settlement offered by [National Honey] was accepted.” She further 

reported that counsel for National Honey was charged with drafting the agreement 

and that both the Special Master and counsel for American Fisheries waited while 

the agreement was drafted. She stated, “At mid-day on January 18, the parties 

announced the settlement document was complete. The agreement was read into 

the record” with counsel for both parties present, and a transcript of the proceeding 

was filed in the trial court.

The Rule 11 Agreement read into the record contained ten paragraphs. It

provided that National Honey would pay a lump sum settlement via wire transfer 

to American Fisheries, and, in exchange, American Fisheries would “dismiss with 

prejudice all claims asserted or which could have been asserted in this cause of 

action against” National Honey and its agents. The Rule 11 Agreement addressed 

American Fisheries’ further obligations to release claims to funds held in 

connection with litigation in federal court in Illinois and in the Southern District of 

Texas. The terms of the Rule 11 Agreement further required that National Honey 

release all of its claims against American Fisheries. The Agreement also addressed 
4

certain third-party defendants, stating that National Honey and the individual 

representatives “will dismiss, as they deem fit, their claims asserted or which could 

have been asserted” against those third parties. Finally, the Rule 11 Agreement 

provided, “No other sums of money shall be paid by American Fisheries, National 

Honey, Inc., Jun Yang or Lin [Huang] pursuant to the settlement agreement, other 

than the [confidential settlement amount] referred to in” the Agreement.

At the time the parties entered into this Rule 11 Agreement on the record 

before the Special Master, American Fisheries also had a petition for writ of 

mandamus pending in this Court, in which it challenged the trial court’s ruling 

quashing a deposition. See In re American Fisheries, No. 01-17-00026-CV, 2017 

WL 2255772, at *1–2 (Tex. App.—Houston [1st Dist.] May 23, 2017, orig. 

proceeding) (per curiam). The Rule 11 Agreement required American Fisheries to 

inform this Court that the petition for writ of mandamus was moot in light of the 

settlement. 

On February 20, 2017, National Honey sent a written settlement agreement 

(the Settlement Agreement) reflecting the terms of the Rule 11 Agreement to 

American Fisheries through its lead attorney, Xenos Yuen, who had not been 

present at the hearing on January 18, 2017. American Fisheries responded with a 

proposed agreement of its own, seeking additional fees that it owed to a financial 

manager appointed by the trial court pursuant to a 2013 agreed temporary 
5

injunction1and seeking to address the dismissal of certain third parties, many of 

whom had not yet appeared before the trial court. 

On February 24, 2017, counsel for National Honey sent Yuen an email 

demanding that American Fisheries comply with the Rule 11 Agreement entered 

into on January 18, 2017, as embodied in the written Settlement Agreement that 

National Honey had sent to Yuen on February 26. National Honey informed 

American Fisheries that its “proposal is not consistent with the Rule 11 Agreement 

made on January 18, 2017,” pointing out that the Agreement stated the amount of 

total compensation to be paid to American Fisheries and that it would not now 

agree to pay any additional funds. National Honey stated that it had deposited the 

settlement funds into its attorney’s trust account in order “to complete the 

settlement,” and if American Fisheries would not agree to proceed based on the 

Rule 11 Agreement, it would “ask the Appellate Court to lift the stay [imposed in 

the mandamus proceeding] so that we may proceed to enforce the Rule 11 

Agreement.” National Honey subsequently sought, and obtained, a stay of the 

mandamus proceedings so that it could enforce the Rule 11 Agreement in the trial 

court.

 

1 These fees were apparently incurred by American Fisheries as the result of the 

trial court’s order requiring it to pay half of the fees owed to the financial manager 

appointed to address another aspect of the parties’ dispute. 
6

On March 23, 2017, corporate representatives of American Fisheries 

executed the February 20, 2017 draft of the Settlement Agreement created by 

National Honey to memorialize the terms of the Rule 11 Agreement before a 

notary at the consulate in Shanghai. However, Yuen, American Fisheries’ counsel,

did not convey the signed Settlement Agreement to the trial court or to National 

Honey. Instead, Yuen made multiple inconsistent representations to National 

Honey, on one occasion stating that American Fisheries was prepared to execute 

the Settlement Agreement, but on other occasions arguing that the scope of the 

Rule 11 Agreement was still disputed and engaging in further negotiations. 

On March 30, 2017, National Honey—which at that time was unaware that 

corporate representatives of American Fisheries had executed the Settlement 

Agreement seven days earlier—moved to enforce the Rule 11 Agreement entered 

into on January 18, 2017. National Honey related the details of the Rule 11

Agreement reached on the record before the Special Master on January 18, 2017,

and it asserted that it had prepared the settlement documents as contemplated at the 

January 18 hearing. National Honey asserted that, on February 12, 2017,

American Fisheries “sent its revisions to the settlement agreement, substantively 

altering many items that were previously agreed to before [the] Special Master[.]” 

According to the motion to enforce, the parties exchanged numerous drafts of the 

Settlement Agreement through the end of February 2017. The motion asserted, 
7

“[American Fisheries] has attempted to modify the terms of the Rule 11 

Agreement. The parties cannot agree on a formal document for the Settlement 

Agreement made on the record on January 18, 2017. Consequently, [National 

Honey] request[s] that this Court enforce the Settlement Agreement, as read into 

the record.”

In its motion to enforce the Settlement Agreement, National Honey cited 

authority indicating that a motion to enforce a settlement agreement may be treated 

as a motion for summary judgment if it gives the nonmovant notice of the claim 

and an opportunity to defend itself. It provided notice of an oral hearing more than 

twenty-one days from the date of filing the motion to enforce. National Honey 

further argued that it had established its right to enforcement of the Rule 11 

Agreement as a matter of law—i.e., that the parties had a valid and enforceable 

agreement, that it had tendered performance, that American Fisheries had breached 

the terms of the Agreement, and that National Honey was harmed as a result of the 

breach. National Honey also presented evidence, including transcripts of the 

hearing in which the parties entered into the Rule 11 Agreement, the written 

Settlement Agreement memorializing the Rule 11 Agreement it had provided to 

American Fisheries, the declaration of National Honey indicating that it had 

deposited the settlement funds into its counsel’s IOLTA account, and various 

communications between counsel for American Fisheries and National Honey.
8

National Honey further asserted in its motion to enforce the Rule 11 

Agreement that Andrew Gass and Diane Guillerman, the attorneys who 

represented American Fisheries at the January 18, 2017 hearing, “clearly accepted 

the agreement on the record on January 18, 2017,” after having informed the 

Special Master that their client wanted to accept National Honey’s settlement offer 

and having been granted a continuance to consult with their client before entering 

the Rule 11 Agreement into the record. National Honey asserted that Yuen, 

American Fisheries’ counsel, was attempting to change the settlement terms and 

was arguing that he had not been present during the January 18 hearing and that he 

had been unaware of the terms of the settlement. 

National Honey included with its motion to enforce the Rule 11 Agreement

a copy of a motion to withdraw that had been filed by Guillerman in this Court in 

conjunction with the related mandamus proceeding. In her motion to withdraw, 

Guillerman asserted, among other grounds, that while the mandamus was pending, 

“the parties in the underlying suit began settlement negotiations and entered into a 

Rule 11 agreement, embodying the terms of the agreed upon settlement 

negotiations, on January 18, 2017.” She stated that “Xenos Yuen gave [Gass, the 

attorney who was present on behalf of American Fisheries at the January 18, 2017

hearing,] authority to enter into the settlement agreement.” She further stated that 
9

“Gass and the other attorneys working on behalf of [American Fisheries] requested 

Xenos Yuen attend the hearing before [the Special Master], but Yuen refused.”

Finally, National Honey sought approximately $31,000 in attorney’s fees 

incurred in connection with its motion to enforce the settlement agreement. It 

included affidavits establishing the amount of attorney’s fees.

On April 20, 2017, Gass and Guillerman intervened in the underlying 

lawsuit and moved for attorney’s fees. According to their pleadings and other 

arguments presented during hearings before the trial court, both Gass and 

Guillerman worked with Yuen on the underlying case and he promised to pay them 

a portion of the verdict or settlement in exchange for their services. However, 

problems developed following the hearing on January 18, 2017, and Yuen removed 

Gass and Guillerman from the case. They moved for the trial court to determine the 

attorney’s fees owed to them pursuant to their agreement with Yuen and to order 

payment accordingly.2

The trial court held a hearing on April 21, 2017. Yuen appeared on behalf of 

American Fisheries. Gass and Guillerman appeared as intervenors seeking 

attorney’s fees for their prior work on behalf of American Fisheries, and 

 

2 The record on appeal contains only an unofficial copy of this pleading. However, 

Yuen subsequently agreed on the record to pay the agreed-upon attorney’s fees to 

Gass and Guillerman, and the trial court included the award of attorney’s fees to 

both of them in the final judgment. American Fisheries does not challenge the trial 

court’s ruling on this claim.
10

Guillerman stated that “all of [Gass’s and her] issues in this matter relate to the 

settlement agreement, which is why the [parties] are here today.” Yuen asked the 

trial court to exclude them from the hearing, but the trial court refused. Attorneys 

for National Honey also appeared and argued that the trial court should grant the 

motion to enforce the Rule 11 Agreement as asserted in its motion, and National 

Honey supplemented its attorney’s fees affidavit with time records and moved “to 

have that summary judgment evidence admitted.” 

At the hearing, Yuen argued, among other grounds, that the Rule 11 

Agreement was not enforceable because he was not present during the January 18, 

2017 hearing before the Special Master and because the Rule 11 Agreement was 

not entered into “in open court,” but was done “in front of a court reporter.” When 

the trial court pointed out the agreement was reached before the Special Master, 

“who is an officer of this Court,” Yuen argued that the Special Master “was there 

only for a specific purpose, [to] admit evidence or exhibits” and thus the Master

was not “actually representing the Court for anything other than doing the 

exhibits.” Yuen also argued that, “if any agreement between the [parties] can be 

withdrawn . . . , then you should go for a new pleading or a summary judgment or 

trial in order to determine [the enforceability of the agreement]” and that National 

Honey ought to be required to replead its case. He also argued that National Honey 

did not properly make a demand and presentment as required under Civil Practice 
11

and Remedies Code Chapter 38 and thus was not entitled to attorney’s fees. He 

also stated, “It is true that [American Fisheries] wanted to settle these matters. 

However, during the finalization of the terms, all we can say is that on the Rule 11 

agreement, there is an agreement to agree. And there are some terms, but [the] 

terms are [being] disputed at this point.” 

At the conclusion of this hearing, the trial court announced on the record its 

intention to grant the motion to enforce the Rule 11 Agreement. It further awarded 

National Honey the entirety of the attorney’s fees it sought in connection with the 

motion to enforce. It then continued the hearing, stating that it would consider 

Gass and Guillerman’s intervention at a subsequent hearing.

The trial court held another hearing on April 24, 2017, noting at the 

beginning of the hearing that American Fisheries’ counsel, Yuen, was not present 

despite having “acknowledged the rescheduling of the hearing to this morning.” It 

stated that it had waited for a period of time for Yuen to arrive but it was going to 

proceed in his absence. The trial court reiterated that it was “inclined to grant” the 

motion to enforce the Rule 11 Agreement, and it discussed with the attorneys 

present the issue of taxable costs. The trial court ultimately continued the 

remainder of the hearing due to Yuen’s absence and the fact that the intervening 

parties, Gass and Guillerman, had a hearing on their motion for attorney’s fees 

scheduled for April 28, 2017.
12

According to the parties, the trial court signed an order granting National 

Honey’s motion to enforce the Rule 11 Agreement on April 25, 2017, ordering 

American Fisheries to “comply with the Rule 11 Agreement announced and agreed 

to on January 18, 2017.”3 The trial court further granted National Honey attorney’s 

fees in the amount of $31,860.50 plus conditional appellate attorney’s fees.

The trial court held another hearing on April 28, 2017, with the intention of 

resolving the intervenors’ motion for attorney’s fees. In this hearing, Yuen 

announced, 

I believe that I need to announce to the Court that we have a 

final resolution which may have changed the whole—put this whole

thing as a moot issue. This is the final settlement offer by [National 

Honey] and it was executed. It demanded about the settlement and it 

was the first time [sic], [and it has] all the signature[s] of the parties.

And after I consult[ed] with my client, they agree[d] with that. 

And this is the actual settlement agreement that they sent with that 

letter so that that basically would be the final settlement being signed 

and accepted—offered and accepted on April the 27th and it was 

signed; and therefore, we would have to go back to this final 

settlement agreement. 

Yuen stated that the “signature of his client was notarized,” and, without pointing 

out the date that the agreement was executed and notarized, he provided to the 

court the Settlement Agreement that was executed by American Fisheries on 

March 23, 2017, prior to National Honey’s filing of its motion to enforce and prior 

 

3 The record in this case contains only an unofficial copy of this order. However, the 

final judgment recited substantially similar rulings regarding the settlement 

agreement and attorney’s fees.
13

to the trial court’s April 25 order. Counsel for National Honey, apparently not 

realizing that the date of the execution of the Settlement Agreement predated the 

trial court’s order, stated that “we had not seen that document,” and he argued, “It 

appears that what they have done now is try to change the facts that occurred. They 

have now signed the agreement that they were not willing to sign before your 

order.” Finally, Yuen agreed on the record to pay the attorney’s fees requested by 

Gass and Guillerman. 

At the conclusion of the April 28, 2017 hearing, as the trial court was 

discussing the rulings that needed to be included in the final judgment, counsel for 

National Honey pointed out that the trial court had previously granted more than 

$31,000 in attorney’s fees incurred in connection with National Honey’s attempts 

to enforce the Rule 11 Agreement. Yuen objected to the trial court’s including this 

award in the final judgment, stating,

[T]he offer which I just showed you, the original, that was sent on the 

26th—on the 27th with the signature of the part[ies] . . . basically 

preempt[s] everything else. It was a new offer. It was accepted and it 

is now [before the court]. Therefore, the attorney fees to enforce [are] 

no longer necessary. And therefore, we ask the Court to actually 

rescind that order. It is no longer necessary, because there is a new 

offer.

In response, National Honey argued that its lawyers sent the signed Settlement 

Agreement to American Fisheries, through Yuen, “because of your order of April 

25th,” stating:
14

The parties were to sign the agreement. That is the settlement 

agreement that was attached to your order. It was also the settlement 

agreement that was sent to Mr. Yuen on February 20th that he did not 

sign, which instigated us even having to move to enforce[.] It’s not a 

new settlement agreement and it’s not a new offer.

The trial court determined that the attorney’s fees requested by National Honey 

were “necessitated by the reluctance of the plaintiffs [American Fisheries] to 

consent to the settlement that had been read into the record and the Rule 11 

agreement.” It further determined that the fees requested were reasonable and 

necessary and ordered that the requested fees be deducted from the settlement.

The trial court signed its final judgment on April 28, 2017, entering 

judgment based on the parties’ terms of the Rule 11 Agreement as embodied in the 

Settlement Agreement. It also included an award to National Honey of $31,860.50 

in attorney’s fees and an award of a portion of the attorney’s fees to Gass and 

Guillerman.

On May 27, 2017, National Honey moved to modify the final judgment and 

sought sanctions to address Yuen’s conduct prior to and following the entry of the 

final judgment. It argued that Yuen represented to both the trial court and to 

National Honey that American Fisheries had signed the Settlement Agreement sent 

pursuant to the trial court’s April 25 order, when, in reality, American Fisheries 

had, on March 23, 2017, signed the Settlement Agreement sent to it by National 
15

Honey the previous month. Thus, it asked the trial court to modify the judgment to 

reflect the correct nature of the agreement between the parties. 

National Honey also sought sanctions pursuant to Civil Practice and 

Remedies Code Chapter 10, Rule of Civil Procedure 13, and Rule of Civil 

Procedure 191.3 to address Yuen’s conduct. It cited, among other alleged 

violations of the Texas Disciplinary Rules of Professional Conduct, the facts that 

Yuen (1) failed to notify the trial court or National Honey that American Fisheries 

“had actually signed the settlement agreement prepared by [National Honey’s] 

counsel on March 23, 2017, seven days before [National Honey’s] counsel filed 

the Motion to Enforce Rule 11 Settlement Agreement”; (2) argued that there was 

no Rule 11 Agreement after his client had signed the Settlement Agreement; and 

(3) “told the [trial court] and [National Honey] that [American Fisheries] 

‘accepted’ the settlement on April 27, 2017, when clearly [American Fisheries] 

accepted the settlement on March 23, 2017.” National Honey asserted that Yuen 

made these misrepresentations before the trial court in this case and that he made 

these or substantially similar misrepresentations in related litigation that was 

pending in federal court in Illinois and the Southern District of Texas.

In support of its motion, National Honey attached numerous documents, 

including the copy of the Settlement Agreement signed by American Fisheries’ 

corporate representatives on March 23, 2017, and the copy of the Settlement 
16

Agreement executed by National Honey’s representatives and sent to American 

Fisheries pursuant to the trial court’s April 25, 2017 order. National Honey also 

included copies of numerous communications between Yuen, on behalf of 

American Fisheries, and counsel for National Honey.

American Fisheries responded, arguing that an award of sanctions would be 

improper. In the response, it argued, “On April 27, 2017, the Plaintiff [American 

Fisheries] felt forced to accept and did accept[] the presentment of [the] Settlement 

Agreement to dispose of the claims and causes of action by and between [the 

parties], by signing, the presented Settlement Agreement, in counterpart.” 

American Fisheries argued that the motion for sanctions had no basis in law or in 

fact, that it “contradicts” the trial court’s final judgment dismissing all of the 

parties’ claims, and that it “contradicts the alleged Rule 11 agreement.” American 

Fisheries specifically argued that the motion for sanctions was improper because 

“[t]he Settlement Agreement executed by the parties and . . . which is binding 

provides” for a release by National Honey of any future claims, rights, demands, or 

causes of action.

The trial court held an evidentiary hearing on the motion to modify and to 

award sanctions on July 21, 2017, and the hearing was later continued until August 

3, 2017. National Honey presented evidence of the foregoing events, including the 

nature of the settlement negotiations; the parties’ Rule 11 Agreement; the 
17

subsequent communications between Yuen and counsel for National Honey; the 

fact that representatives of American Fisheries executed the Settlement Agreement 

on March 23, 2017; Yuen’s failure to inform National Honey that his clients had 

executed the Settlement Agreement, necessitating National Honey’s motion to 

enforce; the purported misrepresentations made by Yuen throughout the litigation 

up until the April 28, 2017 hearing and beyond; and the additional attorney’s fees 

incurred by National Honey following the April 28, 2017 hearing and final 

judgment. National Honey sought sanctions for, among other things, Yuen’s 

attempt to renegotiate the parties’ settlement even after his client had executed the 

Settlement Agreement; Yuen’s misrepresentations about the date on which his 

client had executed the Settlement Agreement, both in the trial court and in other 

courts in which proceedings were pending; and several other improper actions.

At the sanctions hearing, Yuen testified that although his clients had 

executed the Settlement Agreement on March 23, 2017, he was not authorized to 

release that document to National Honey or to the trial court at that time. He stated 

that his clients desired that he attempt to renegotiate some of the items discussed 

amongst the parties, such as the fees for the financial manager and the terms for 

dismissal of certain third-party claims.

At the conclusion of the sanctions hearing, the trial court noted that it had 

“previously ruled that Mr. Yuen attempted to retrade the deal subsequent to the 
18

Rule 11 [A]greement” and that this was the justification for its award of attorney’s 

fees to National Honey in the April 28, 2017 final judgment. The trial court further 

stated,

One of [National Honey’s] principal arguments in this motion is that 

Mr. Yuen failed to disclose that his client had previously signed the 

[S]ettlement [A]greement on March 23rd. This Court accepts Mr. 

Yuen’s testimony that he was not authorized to release that document 

unless there were other items that were renegotiated. While that 

attempted renegotiation may have been improper, this Court has 

already issued attorney’s fees for that and no additional sanctions will 

be issued on that.

Regarding the other conduct for which National Honey sought sanctions, the trial 

court denied sanctions “for at least two reasons,” including that National Honey 

had released its claims against Yuen for all matters prior to the Settlement 

Agreement and that National Honey lacked standing to seek attorney’s fees for 

some of the conduct. The trial court further stated on the record that any 

complaints regarding improper conduct or false statements that were made in 

federal courts “should be addressed to those courts.”

On August 10, 2017, the trial court signed its order denying National 

Honey’s motion to modify and motion for sanctions. This appeal followed.

Attorney’s Fees

In its sole issue on appeal, American Fisheries argues that the trial court 

erred in granting attorney’s fees to National Honey in connection with its motion to 

enforce the Rule 11 Agreement. 
19

A. Form and Procedural Posture of Motion to Enforce

American Fisheries asserts various complaints about the form of National 

Honey’s motion to enforce and the procedural posture of the proceedings before 

the trial court at the time it ruled on the motion to enforce. Among other 

arguments, American Fisheries argues that National Honey failed to comply with 

“the normal rules of pleading and proof” for enforcing a contested Rule 11 

agreement and that it did not afford American Fisheries an opportunity to conduct 

discovery or allow it a full hearing. We conclude that the motion to enforce 

properly placed the issue of enforceability of the parties’ agreement before the trial 

court.

An agreement to settle a case is enforceable by the trial court if it complies 

with Texas Rule of Civil Procedure 11. See, e.g., Padilla v. LaFrance, 907 S.W.2d 

454, 460 (Tex. 1995). Rule 11 requires that the agreement must be either (1) in 

writing, signed, and filed with the papers as part of the record or (2) made in open 

court and entered of record. TEX. R. CIV. P. 11. Here, the parties, through their 

counsel, announced before the Special Master that they had reached a settlement. 

Counsel for National Honey drafted the settlement document while the Special 

Master and counsel for American Fisheries waited. The settlement document was 

then read into the record before the Special Master, and both parties’ attorneys 

affirmatively represented that those terms constituted the agreement between the 
20

parties. Thus, the record reflects that the parties’ agreement was made in open 

court and entered of record on January 18, 2017. See id.; Padilla, 907 S.W.2d at 

460.

American Fisheries contends that the agreement was not made in open court 

because it was made before the Special Master, and not the trial court. However, it 

points to no authority, nor could we find any, to support its contention that an 

agreement announced on the record before a Special Master was not made “in open 

court.” On the contrary, special masters appointed pursuant to Rule of Civil 

Procedure 171, as here, are officers of the court under the direction of the trial 

court and “have such powers as the master of chancery has in a court of equity.”

See TEX. R. CIV. P. 171; In re Harris, 315 S.W.3d 685, 704–05 (Tex. App.—

Houston [1st Dist.] 2010, orig. proceeding) (discussing powers typically extended 

to special master as including authority to contact parties, conduct hearings, require 

production of evidence, and make recommendations to trial court). Furthermore, 

the agreement here was reduced to writing and read into the record and approved 

by both parties. National Honey further memorialized the parties’ Rule 11 

Agreement in the written Settlement Agreement that was executed by 

representatives for American Fisheries on March 23, 2017, and formally accepted 

and agreed to on the record before the trial court on April 28, 2017.
21

American Fisheries also argues that, because it rescinded the Agreement 

prior to judgment or effectively revoked its consent to the terms of the settlement

between January 18, 2017, and April 27, 2017, the trial court erred in not requiring 

additional proceedings before enforcing the Agreement in its April 25, 2017 order. 

This argument misconstrues the procedural posture of the motion to enforce. 

“Although a court cannot render a valid agreed judgment absent consent at the time 

it is rendered, this does not preclude the court, after proper notice and hearing, 

from enforcing a settlement agreement complying with Rule 11 even though one 

side no longer consents to the settlement.” Padilla, 907 S.W.2d at 461. 

American Fisheries asserts that National Honey failed to seek enforcement 

of the Agreement “in a separate action, subject to the normal rules of pleading and

proof,” but this Court “repeatedly has held that a motion to enforce an agreement 

may be treated as a motion for summary judgment so long as the motion ‘gives the 

nonmovant notice of the claim asserted and an opportunity to defend itself.’” 

Bruess v. Residential Credit Sols., Inc., No. 01-13-00321-CV, 2014 WL 3843517, 

*3 (Tex. App.—Houston [1st Dist.] Aug. 5, 2014, no pet.) (quoting Robinson v. 

Cason, No. 01-11-00916-CV, 2013 WL 3354651, at *4 (Tex. App.—Houston [1st 

Dist.] July 2, 2013, no pet.) (mem. op.), and citing Bayway Servs., Inc. v. AmeriBuild Constr., L.C., 106 S.W.3d 156, 160 (Tex. App.—Houston [1st Dist.] 2003, 
22

no pet.), and Neasbitt v. Warren, 105 S.W.3d 113, 117 (Tex. App.—Fort Worth 

2003, no pet.)).

The record demonstrates that National Honey presented its claim that 

American Fisheries was in breach of the parties’ Rule 11 Agreement in advance of 

seeking enforcement in the trial court when it emailed Yuen on February 24, 2017, 

informing him that National Honey believed the parties had a valid agreement and 

that it would seek enforcement in the trial court if American Fisheries did not 

honor the Agreement. National Honey subsequently moved to enforce the parties’ 

Rule 11 Agreement on March 30, 2017, and provided notice of a hearing at least 

twenty-one days in advance. See TEX. R. CIV. P. 166a(c) (requiring twenty-one 

days’ notice of summary judgment motion). Furthermore, National Honey argued 

that it had established its right to relief as a matter of law, citing authority that such 

a motion can be considered a motion for summary judgment. National Honey 

presented evidence that the parties had a valid Rule 11 Agreement to settle, and 

American Fisheries eventually effectively conceded as much by releasing the 

executed Settlement Agreement that embodied the terms of the Rule 11 agreement, 

albeit after National Honey was forced to file its motion to enforce. 

Based on the record here, we conclude that the trial court could properly 

treat the motion to enforce as a summary judgment motion. See Bruess, 2014 WL 

3843517, *3; Bayway Servs., Inc., 106 S.W.3d at 160.
23

B. Merits of the Motion to Enforce

American Fisheries argues on appeal that there was no valid Rule 11 

agreement or other enforceable settlement agreement between the parties until 

April 27, 2017, when it finally agreed to the Settlement Agreement. It argues that, 

prior to that time, no enforceable agreement existed and the trial court erred in 

awarding National Honey attorney’s fees in connection with enforcing such an 

agreement, as it did in its April 25, 2017 order granting National Honey’s motion 

to enforce. 

As we held above, the motion to enforce was effectively a motion for 

summary judgment on National Honey’s claim that American Fisheries had 

breached the parties’ Rule 11 Agreement. We review summary judgments de 

novo. See Tex. Mun. Power Agency v. Pub. Util. Comm’n of Tex., 253 S.W.3d 184, 

192 (Tex. 2007). When reviewing a summary judgment, we take as true all 

evidence favorable to the nonmovant and indulge every reasonable inference and 

resolve any doubts in the nonmovant’s favor. Valence Operating Co. v. Dorsett, 

164 S.W.3d 656, 661 (Tex. 2005); Provident Life & Accident Ins. Co. v. Knott, 128 

S.W.3d 211, 215 (Tex. 2003); Sci. Spectrum, Inc. v. Martinez, 941 S.W.2d 910, 

911 (Tex. 1997). The movant bears the burden to show that no genuine issue of 

material fact exists and that it is entitled to judgment as a matter of law. TEX. R.

CIV. P. 166a(c); Knott, 128 S.W.3d at 215–16.
24

“Contract law governs settlement agreements made in open court pursuant to 

Rule 11.” Gen. Metal Fabricating Corp. v. Stergiou, 438 S.W.3d 737, 744 (Tex. 

App.—Houston [1st Dist.] 2014, no pet.) (citing Padilla, 907 S.W.2d at 460); see 

also Shamrock Psychiatric Clinic, P.A. v. Tex. Dep’t of Heath & Human Servs., 

540 S.W.3d 553, 560 (Tex. 2018) (“Litigants’ Rule 11 agreements are contracts 

relating to litigation, and thus we construe them under the same rules as a 

contract.”). The enforceability of a settlement agreement is a question of law. 

McCalla v. Baker’s Campground, Inc., 416 S.W.3d 416, 418 (Tex. 2013); see also 

Stergiou, 438 S.W.3d at 744 (issue of whether Rule 11 settlement agreement fails 

for lack of essential terms is generally question of law to be determined by court); 

Martin v. Martin, 326 S.W.3d 741, 746 (Tex. App.—Texarkana 2010, pet. denied) 

(“The question of whether an agreement is an unenforceable agreement to agree is 

a question of law, not a question for the jury.”). A Rule 11 agreement will be 

enforced when it is “made in open court and entered of record.” TEX. R. CIV. P. 11 

(“Unless otherwise provided in these rules, no agreement between attorneys or 

parties touching any suit pending will be enforced unless it be in writing, signed 

and filed with the papers as part of the record, or unless it be made in open court 

and entered of record.”); Shamrock Psychiatric Clinic, P.A., 540 S.W.3d at 561 

(“To be effective, a Rule 11 agreement must consist of a ‘written memorandum 
25

which is complete within itself in every material detail, and which contains all of 

the essential elements of the agreement.’”).

National Honey presented the trial court with evidence establishing the 

existence of a valid Rule 11 agreement as a matter of law. The agreement was 

made on the record before the Special Master. The transcript of that hearing and 

the report of the Special Master both reflect that the parties expressly agreed to the 

terms set out in the transcript on the record and subsequently filed with the trial 

court. The Rule 11 Agreement here included all of the essential terms for the 

payment of money in exchange for the performance of some act—i.e., National 

Honey agreed to pay one lump sum settlement amount in exchange for the parties’ 

release or nonsuit of any claims. See Stergiou, 438 S.W.3d at 745 (“Like most 

settlement agreements, the Rule 11 agreement here included essential terms for the 

payment of money in exchange for the performance of some act[.]”); see also 

Padilla, 907 S.W.2d at 460–61 (noting that material terms of Rule 11 settlement 

agreement include payment and release of claims); CherCo Props., Inc. v. Law, 

Snakard & Gambill, P.C., 985 S.W.2d 262, 266 (Tex. App.—Fort Worth 1999, no 

pet.) (holding settlement agreement that included terms of payment and statement 

that parties would execute mutual releases contained all material terms).

American Fisheries argues that, at the time the Rule 11 Agreement was 

made on the record before the Special Master, the parties were still in negotiations
26

regarding the payment of certain fees, such as the fees owed to a financial manager 

appointed by the trial court earlier in the litigation. However, the Rule 11 

Agreement expressly stated that the parties agreed that National Honey would pay 

one confidential lump-sum settlement amount via wire transfer to American 

Fisheries, and in exchange, American Fisheries “will dismiss with prejudice all 

claims asserted or which could have been asserted in this cause of action against” 

National Honey and its agents. The Rule 11 Agreement also addressed American 

Fisheries’ further obligations to release claims to funds held in connection with 

litigation in federal court in Illinois and in the Southern District of Texas, and it 

required that National Honey release all of its counter-claims against American 

Fisheries. The Rule 11 Agreement expressly provided, “No other sums of money 

shall be paid by American Fisheries, National Honey, Inc., Jun Yang or Lin 

[Huang] pursuant to the settlement agreement, other than the [confidential 

settlement amount] referred to in” the Agreement. American Fisheries further 

argues that the Agreement was incomplete as to the disposition of claims against 

certain third parties, but the Agreement addressed that concern, stating that 

National Honey and the individual representatives “will dismiss, as they deem fit, 

their claims asserted or which could have been asserted” against those third parties. 

We conclude that National Honey conclusively established the existence of 

an enforceable Rule 11 agreement. See TEX. R. CIV. P. 11; Shamrock Psychiatric 
27

Clinic, P.A., 540 S.W.3d at 561. It set out its claims in a motion satisfying the 

procedural requirements for enforcement, including providing American Fisheries 

with proper notice of its claims and notice of the hearing, affording it an 

opportunity to respond to National Honey’s claims. See TEX. R. CIV. P. 166a(c). 

Finally, the trial court conducted a hearing on this motion, permitting each side to 

supply additional evidence, which National Honey did, supplementing its 

“summary judgment evidence” on attorney’s fees with billing records. The trial 

court further allowed each party an opportunity to present arguments on the 

motion, and American Fisheries’ counsel asserted many of the arguments in that 

hearing that it now asserts on appeal, including its complaint that the Rule 11 

Agreement was not enforceable and that attorney’s fees were not justified.

American Fisheries argues that National Honey was not entitled to an award 

of attorney’s fees. National Honey sought attorney’s fees pursuant to Civil 

Practice and Remedies Code section 38.001 in connection with its enforcement of 

a written or oral contract. As discussed above, even when a party revokes its 

consent to a Rule 11 agreement, that agreement may still be enforceable in a 

breach of contract action, which can be decided on a summary basis provided that 

the party receives proper notice and a hearing. See Padilla, 907 S.W.2d at 461. 

“And as with other breach of contract actions, the unjustified breach of a 

settlement agreement exposes the breaching party to attorney’s fees for 
28

enforcement of the contract.” Garcia v. Harding, 545 S.W.3d 8, 12 (Tex. App.—El 

Paso 2017, no pet.) (citing TEX. CIV. PRAC. & REM. CODE ANN. § 38.001(8)).

We have already held that the trial court could have properly considered 

National Honey’s motion to enforce as a motion for summary judgment. See 

Bruess, 2014 WL 3843517, at *3; Bayway Servs., Inc., 106 S.W.3d at 160. We 

have also held that National Honey conclusively established the existence of an 

enforceable Rule 11 agreement. 

National Honey asserted in its motion to enforce that it was entitled to 

attorney’s fees incurred as a result of American Fisheries’ failure to adhere to the 

parties’ Rule 11 Agreement read into the record on January 18, 2017, and reduced 

to a written Settlement Agreement on February 20, 2017. American Fisheries’ 

attorney agreed on the record to the settlement on January 18, 2017, and 

representatives of American Fisheries executed the Settlement Agreement on 

March 23, 2017. Nevertheless, American Fisheries did not provide this document 

to National Honey or otherwise tender performance under the parties’ agreement, 

necessitating National Honey’s motion to enforce. National Honey provided an 

affidavit of its counsel setting out the attorney’s fees incurred in connection with 

its attempts to enforce the Rule 11 Agreement, and it also provided billing records 

supporting its claim. The trial court determined that the fees sought by National 

Honey were reasonable and necessary, and American Fisheries does not controvert 
29

National Honey’s attorney’s fees evidence or argue that the amount of fees 

awarded was improper. Accordingly, we conclude that American Fisheries’

“unjustified breach of a settlement agreement expose[d] [it] to attorney’s fees for 

enforcement of the contract.” See Garcia, 545 S.W.3d at 12 (citing TEX. CIV.

PRAC. & REM. CODE ANN. § 38.001(8) (West 2015)). 

We overrule American Fisheries’ sole issue on appeal.

Sanctions

In six issues on appeal, National Honey argues that the trial court erred in 

denying its request for sanctions against Yuen for alleged misconduct and 

misrepresentations.4

A. Standard of Review

In reviewing a sanctions order, we are not bound by the trial court’s findings 

of fact and conclusions of law; rather, we must independently review the entire 

record to determine whether the denial of a motion for sanctions was an abuse of

the trial court’s discretion. Am. Flood Research, Inc. v. Jones, 192 S.W.3d 581, 

583 (Tex. 2006). We may reverse the trial court’s ruling on a motion for sanctions 

only if the trial court acted without reference to any guiding rules and principles so

that its ruling was arbitrary or unreasonable. See id. The trial court does not abuse 

 

4 American Fisheries filed a motion for involuntary dismissal of National Honey’s 

cross-appeal. However, it failed to advance any meritorious grounds for dismissal;

accordingly, we deny the motion.
30

its discretion if it bases its decision on conflicting evidence and some evidence 

supports its decision. Unifund CCR Partners v. Villa, 299 S.W.3d 92, 97 (Tex. 

2009) (per curiam). The party moving for sanctions bears the burden of 

overcoming a presumption that pleadings and other papers are filed in good faith.

See id.

National Honey sought sanctions against Yuen and his affiliated law firms 

under both Texas Rule of Civil Procedure 13 and Civil Practice and Remedies 

Code Chapter 10. A trial court may impose sanctions pursuant to Rule 13 if a 

pleading is groundless and brought in bad faith or for the purpose of harassment. 

See TEX. R. CIV. P. 13; www.URBAN.INC v. Drummond, 508 S.W.3d 657, 676 

(Tex. App.—Houston [1st Dist.] 2016, no pet.); Thielemann v. Kethan, 371 S.W.3d 

286, 294 (Tex. App.––Houston [1st Dist.] 2012, pet. denied). In determining 

whether a party acted in bad faith, we must be mindful that bad faith “is the 

conscious doing of a wrong for dishonest, discriminatory, or malicious purposes” 

and does not exist when a party “merely exercises bad judgment or is negligent.” 

Drummond, 508 S.W.3d at 676 (citing Thielemann, 371 S.W.3d at 294). “A 

document is filed for the purpose of harassment if it is filed with the intent to 

annoy, alarm, and abuse another person.” Id. “[T]he trial court must measure the 

party’s conduct and examine the facts available to the party at the time the relevant 

document was signed.” Id. (citing Gomer v. Davis, 419 S.W.3d 470, 478, 480 
31

(Tex. App.––Houston [1st Dist.] 2013, no pet.)). The trial court must consider the 

acts or omissions of counsel and not merely the legal merit of a pleading or 

motion. See id.

“Our analysis of a motion for sanctions filed under Chapter 10 is the same as 

our review of a motion filed under Rule 13.” Drummond, 508 S.W.3d at 675 

(citing Nath v. Tex. Children’s Hosp., 446 S.W.3d 355, 361 (Tex. 2014)). Chapter 

10 provides that “the signature of attorneys or parties on a pleading or motion 

constitutes a certificate by them that, to the best of their knowledge, information, 

and belief formed after a reasonable inquiry, the instrument is not being presented 

for an improper purpose,” that it “is warranted by existing law or by a nonfrivolous 

argument for the extension, modification, or reversal of existing law or the 

establishment of new law,” and that “there is evidentiary support for each 

allegation or contention.” Drummond, 508 S.W.3d at 676–77 (reciting terms of

TEX. CIV. PRAC. & REM. CODE ANN. § 10.001 (West 2002)); see also TEX. R. CIV.

P. 191.3(e) (addressing sanctions in discovery context and providing, “If the 

certification is false without substantial justification, the court may . . . impose . . . 

an appropriate sanction as for a frivolous pleading or motion under Chapter 10 of 

the Civil Practice and Remedies Code”). The party moving for sanctions under 

Chapter 10 must prove the pleading party’s subjective state of mind. See 

Drummond, 508 S.W.3d at 677.
32

B. Analysis

National Honey sought to have sanctions imposed against Yuen individually 

to address his conduct. It cited, among other alleged misrepresentations and 

improper conduct, the facts that Yuen (1) failed to notify the trial court or National 

Honey that American Fisheries “had actually signed the settlement agreement 

prepared by [National Honey’s] counsel on March 23, 2017, seven days before 

[National Honey’s] counsel filed the Motion to Enforce Rule 11 Settlement 

Agreement”; (2) argued that there was no Rule 11 Agreement after his client had 

signed the Settlement Agreement; and (3) “told the [trial court] and [National 

Honey] that [American Fisheries] ‘accepted’ the settlement on April 27, 2017, 

when clearly [American Fisheries] accepted the settlement on March 23, 2017.” 

National Honey asserted that Yuen made these misrepresentations before the trial 

court in this case and that he made these or substantially similar misrepresentations 

in related litigation that was pending in federal court in Illinois and the Southern 

District of Texas.

Yuen testified at the sanctions hearing that, although his client had executed 

the Settlement Agreement on March 23, 2017, it did not authorize him to release 

that document and asked that he engage in further negotiations. The trial court did 

not make any written findings of fact or conclusions of law, but at the sanctions 

hearing, the trial court stated on the record: 
33

One of [National Honey’s] principal arguments in this motion is that 

Mr. Yuen failed to disclose that his client had previously signed the 

settlement agreement on March 23rd. This Court accepts Mr. Yuen’s 

testimony that he was not authorized to release that document unless 

there were other items that were renegotiated. While that attempted 

renegotiation may have been improper, this Court has already issued 

attorney’s fees for that and no additional sanctions will be issued on 

that.

National Honey’s efforts to obtain sanctions for Yuen’s conduct urge an 

interpretation of Yuen’s failure to report his client’s execution of the Settlement 

Agreement as early as March 23, 2017, and his attempts to renegotiate the terms of 

the Rule 11 Agreement as willful and deliberate bad acts. However, the law is 

clear that parties are entitled to withdraw their consent to settlement agreements, 

even if such revocation of consent might expose them to claims for breach of 

contract, as it did here. Furthermore, there was some evidence, in the form of 

Yuen’s testimony, that, although his client had executed the Settlement Agreement

on March 23, 2017, American Fisheries did not intend to agree to the Settlement 

Agreement at that time and instead wished to engage in further negotiation. The 

trial court stated that it “accept[ed] Mr. Yuen’s testimony that he was not 

authorized to release that document unless there were other items that were 

renegotiated.”

The trial court’s determination that Yuen was acting on his client’s 

instruction is not improper, as National Honey asserts in its first issue. Rather, the 

trial court’s determination goes to whether Yuen’s actions and representations to 
34

the trial court demonstrated a “conscious doing of a wrong for dishonest, 

discriminatory, or malicious purposes” or whether Yuen “merely exercise[d] bad 

judgment or [was] negligent” in pursuing his client’s wishes and interests. See 

Drummond, 508 S.W.3d at 676. Likewise, the propriety of the trial court’s 

determination goes to Yuen’s state of mind at the time he made the complained-of 

representations, and the record supports a conclusion that, although Yuen’s efforts 

to renegotiate the settlement agreement might have ultimately been improper, they 

do not demonstrate a subjective state of mind indicating bad faith or harassment. 

See id. In either case, the record provides some evidence to support the trial court’s 

determination that sanctions were not appropriate; and, thus, we cannot conclude 

that the trial court abused its discretion. See id. at 677.

In its fourth issue, National Honey argues that the trial court erred in 

refusing to award sanctions for conduct that occurred in federal courts. The trial 

court stated on the record at the sanctions hearing, “Finally, [National Honey’s] 

argument that Mr. Yuen made improper and false statements to the Northern 

District of Illinois and the Southern District [of Texas] are arguments that should 

be addressed to those courts.” National Honey cites to authorities indicating that a 

court may sanction conduct that occurs within another court, but its cites no 

authority, nor could we find any, indicating that such an award is mandatory under 

circumstances such as those presented here or that a trial court abuses its discretion 
35

in failing to award such sanctions. See Malone v. Abraham, Watkins, Nichols & 

Friend, No. 01-99-01192-CV, 2004 WL 1120005, at *8 (Tex. App.—Houston [1st 

Dist.] May 20, 2004, no pet.) (mem. op.) (recognizing that “a trial judge presiding 

in his own court was without jurisdiction to impose sanctions on a party for 

violation of another court’s order,” but permitting imposition of sanctions “for 

committing the same conduct for which the court had just admonished him—filing 

frivolous lawsuits” and recognizing that “the court could impose sanctions on a 

party to prevent him from filing the same [frivolous] claims in another court”).

In its fifth issue, National Honey further argues that the trial court erred in 

considering the attorney’s fees award when deciding the sanctions issue. We 

disagree. In reviewing a sanctions order, we must independently review the entire 

record to determine whether the trial court abused its discretion. See Jones, 192 

S.W.3d at 583. This includes reviewing other means employed by the trial court to 

correct any injustice or any additional expenses incurred as a result of improper 

conduct. The trial court here determined that the attorney’s fees awarded in 

connection with the motion to enforce adequately compensated National Honey for 

the additional expenses and inconvenience it incurred as a result of American 

Fisheries’ and Yuen’s conduct following the parties’ Rule 11 Agreement, and we 

cannot say that this was an abuse of the trial court’s discretionary powers to 

sanction parties or their attorneys for purported misconduct. See Villa, 299 S.W.3d 
36

at 97 (holding that trial court does not abuse its discretion if it bases its decision on 

conflicting evidence and some evidence supports its decision, and that party 

moving for sanctions bears burden of overcoming presumption that pleadings and 

other papers are filed in good faith).

Finally, in its second and third issues, National Honey asserts that the trial 

court erred in denying sanctions based on release language contained in the 

Settlement Agreement, which was finally executed between the parties on April 

27, 2017. In its sixth issue, it asserts that the trial court erred by stating that 

National Honey lacked standing to seek sanctions for some aspects of Yuen’s 

alleged misconduct. We observe, however, that, in reviewing a sanctions order, we

are not bound by the trial court’s findings of fact and conclusions of law. Rather, 

we must independently review the entire record to determine whether the trial 

court abused its discretion. See Jones, 192 S.W.3d at 583. We have reviewed the 

entire record, and, for the reasons set out above, we have determined that the trial 

court did not abuse its discretion in denying National Honey’s request for 

sanctions. Accordingly, we need not address these particular findings or 

conclusions of the trial court. See id.

We overrule National Honey’s issues on appeal.
37

Conclusion

We affirm the judgment of the trial court.

Evelyn V. Keyes

Justice

Panel consists of Justices Keyes, Bland, and Massengale.