Affirmed and Memorandum Opinion filed December 16, 2021.

In The

Fourteenth Court of Appeals

NO. 14-19-00942-CV

VISION UP, LLC, Appellant

V.

TAMRI LONGABAUGH, ON BEHALF OF THE ESTATE OF 

LONGABAUGH, Appellee

On Appeal from the 506th Judicial District Court

Waller County, Texas

Trial Court Cause No. 13-12-22278-A

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

Vision Up, LLC appeals from the trial court’s grant of summary judgment 

favoring appellee Tamri Longabough, on behalf of the Estate of Marvin 

Longabaugh. Vision Up sued Marvin, its former lawyer who is now deceased, for 

legal malpractice. The trial court granted summary judgment based on settlement 

agreements and releases signed by the two members of Vision Up. On appeal, 

Vision Up principally contends that the releases signed by the members did not 
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release Vision Up’s claims. We affirm.

Background1

According to Vision Up, when Randy Hughes and Broc Spedale decided to 

open a restaurant in the Navasota area, Hughes hired Marvin Longabaugh to 

prepare and file a certificate of formation with the Texas Secretary of State for 

Vision Up, which was to operate the restaurant.2 The certificate listed Hughes and 

Spedale as the company’s only two members or governing persons. Immediately

afterwards, Hughes and Spedale appeared to reach an irreconcilable conflict, and 

Hughes informed Longabaugh that Spedale no longer wished to be a part of the 

business. Longabaugh then filed an amended certificate of formation, removing 

Spedale as a governing person. Subsequently, Spedale sued Hughes, alleging in the 

alternative either that he had been wrongfully removed as a governing person of 

Vision Up or he remained a member despite the filing of the amended certificate.

Further according to Vision Up, allegedly based on Longabaugh’s advice, 

Hughes refused to admit either that Spedale had been wrongfully removed or that 

he remained a member. Spedale then amended his petition to include Vision Up as 

a defendant. Longabaugh filed answers on behalf of both Hughes and Vision Up. 

When Spedale objected to Longabaugh’s dual representation, other counsel took 

over Vision Up’s defense. Spedale then amended his petition again to add 

Longabaugh himself as a defendant and to assert a claim against Longabaugh

purportedly on behalf of Vision Up.

1 The background information is taken largely from Vision Up’s appellate brief and 

pleadings in the court below. Vision Up acknowledges that its existence has been forfeited by 

operation of the Texas Tax Code but states it is bringing this existing claim under chapter 11 of 

the Business Organizations Code.

2 For ease of reference, we will refer to both Marvin Longabaugh and Tamri 

Longabough, on behalf of the Estate of Marvin Longabaugh, interchangeably as “Longabaugh”

in this opinion.
3

At Longabaugh’s request, the trial court severed the claims against him from 

the claims Spedale alleged against Hughes and Vision Up. After Longabaugh’s 

death in 2017, his wife Tamri filed a suggestion of death and appeared on behalf of 

the estate.

Although it is not entirely clear on this record what happened in the original 

case after the severance, it appears that at some point, the trial court entered a

declaration that Spedale was still a member of Vision Up. According to Vision Up, 

Spedale’s claims against Hughes then proceeded to a jury trial, and after the jury 

found Spedale had not been damaged, the trial court rendered a take-nothing 

judgment favoring Hughes. During the pendency of an appeal, the parties reached 

a settlement, pursuant to which Hughes signed a settlement agreement and release, 

relinquishing claims against Longabaugh for both himself and Vision Up. Spedale 

also signed a settlement agreement and release, relinquishing claims against 

Longabaugh for both himself and Vision Up.

After the settlement but before Spedale dismissed his claims against 

Longabaugh as a result of the settlement, Vision Up intervened in the severed 

lawsuit against Longabaugh, asserting malpractice. Longabaugh filed a traditional 

motion for summary judgment in which he relied on and attached the settlement 

agreements and releases signed by Hughes and Spedale on behalf of both 

themselves and Vision Up. Vision Up filed a response to which it attached two 

declarations by Hughes in which he averred that the trial judge in the underlying 

lawsuit had ordered him to pay $30,000 of Spedale’s attorney’s fees. Hughes 

further stated that to settle Spedale’s claims against him, Hughes also agreed to 

settle any malpractice claims he may have against Longabaugh and Longabaugh’s 

malpractice insurance carrier agreed to make a payment directly to Spedale on 

Hughes’ behalf. Hughes says that no one ever discussed with him that the 
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settlement would include Vision Up’s potential malpractice claims against 

Longabaugh and he had no intention of releasing those claims for Vision Up. He 

also asserts that Vision Up received no consideration either for the release he 

signed or the release Spedale signed and Vision Up did not authorize Hughes, 

Spedale, or anyone else to release any claims. As will be discussed below, 

Hughes’s statements in the declarations directly conflict with statements in the 

settlement agreements and releases that he and Spedale signed. The trial court 

rendered a final, appealable summary judgment disposing of all claims against

Longabaugh.

Discussion

Vision Up raises two issues, arguing that (1) Spedale did not have standing 

to sue Longabaugh on Vision Up’s behalf, and (2) the trial court erred in granting 

summary judgment based on the releases. We will begin by addressing Vision

Up’s second issue before turning briefly to its first issue.

I. Summary Judgment

In its second issue, Vision Up contends that the trial court erred in granting 

summary judgment favoring Longabaugh because the releases attached to 

Longabaugh’s motion were not effective to release claims owned by Vision Up. 

We will first set out the law governing our review. We will then discuss the 

contents of the settlement agreements and releases before turning to an analysis of 

Vision Up’s specific arguments.

A. Governing Law

Summary judgments. In a traditional motion for summary judgment, if the 

movant’s motion and summary-judgment evidence facially establish its right to 

judgment as a matter of law, the burden shifts to the nonmovant to raise a genuine, 
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material fact issue sufficient to defeat summary judgment. See M.D. Anderson

Hosp. & Tumor Inst. v. Willrich, 28 S.W.3d 22, 23 (Tex. 2000). In our de novo 

review of a trial court’s summary judgment, we consider all the evidence in the 

light most favorable to the nonmovant, crediting evidence favorable to the 

nonmovant if reasonable jurors could, and disregarding contrary evidence unless 

reasonable jurors could not. Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 582 

(Tex. 2006). The evidence raises a genuine issue of fact if reasonable and 

fair-minded jurors could differ in their conclusions in light of all the

summary-judgment evidence. Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d 

754, 755 (Tex. 2007).

Contract construction. A release is a contract and therefore subject to the 

same rules of construction as any other contract. Williams v. Glash, 789 S.W.2d 

261, 264 (Tex. 1990). Both the question of ambiguity and the interpretation of an 

unambiguous contract are questions of law we review de novo. URI, Inc. v. 

Kleberg Cty., 543 S.W.3d 755, 763 (Tex. 2018). When a contract’s meaning is 

disputed, our primary goal is to ascertain and give effect to the parties’ intent as 

expressed in the four corners of the written agreement. See Piranha Partners v. 

Neuhoff, 596 S.W.3d 740, 743 (Tex. 2020); URI, Inc., 543 S.W.3d at 763.

“Objective manifestations of intent control, not ‘what one side or the other alleges 

they intended to say but did not.’” URI, Inc., 543 S.W.3d at 763–64 (quoting

Gilbert Tex. Constr., L.P. v. Underwriters at Lloyd’s London, 327 S.W.3d 118, 127 

(Tex. 2010)). We presume parties intended the “plain, ordinary, and generally 

accepted meaning” of their words unless the agreement indicates otherwise. Id. at 

764. And we consider the entire writing in an effort to harmonize and give effect to 

all provisions so that none will be rendered meaningless. J.M. Davidson, Inc. v. 

Webster, 128 S.W.3d 223, 229 (Tex. 2003). No single provision will control our 
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interpretation, but all provisions must be considered in reference to the whole. Id.

The circumstances surrounding the creation of a contract may also be 

considered as an aid to ascertaining the intended meaning. URI, Inc., 543 S.W.3d 

at 764. However, the parol evidence rule prohibits a party to a written contract 

from presenting extrinsic evidence to create an ambiguity or to give the contract a 

meaning different from that which its language imports. Id. Only when a contract 

is ambiguous may a court consider the parties’ interpretations and admit

extraneous evidence to establish the true meaning of the contract. Id. at 764–65.

B. The Releases

The Hughes release. At the beginning of the settlement agreement and 

release signed by Hughes, it identifies the parties to the agreement and describes 

the “Hughes Parties” as “Randy Hughes, Individually and as a member of Vision 

Up LLC.” The release then identifies the litigation that is being settled and states 

that Spedale filed suit “Individually and on behalf of Vision Up, LLC.” It further 

states that the Hughes Parties “made a presuit demand against Longabaugh” based 

on the amount of attorney’s fees awarded to Spedale in the underlying lawsuit. The 

parties then state a desire “to settle and resolve . . . all issues and disputes between 

them.” As for consideration for the settlement, the release lists “the warranties, 

representations, agreements, and releases given hereunder, and for other good and 

valuable consideration, the sufficiency of which is hereby stipulated.” More 

specifically, the release states that Longabaugh or his insurance carrier agreed to 

pay a certain sum, which is redacted from the copy in the record, that the Hughes 

Parties acknowledged receiving in settlement.

As for the claims released by the Hughes Parties, the release states that those 

parties “agree not to file a lawsuit against Longabaugh . . . for claims related to the 

Underlying Suit.” It further says that “none of the releasing Parties shall assert 
7

against [Longabaugh] any future claims based on any conduct, act, or omission 

encompassed by the releases.” The released claims further included “any and all 

claims based upon any of [Longabaugh’s] acts or omissions prior to the date of this 

Agreement and arising from any conduct of any kind or character whatsoever, from 

the beginning of time to the present.” (Emphasis in original).

The release also contains a section labeled “Authority and Approvals” in 

which it states that each of the signatories to the release was “duly authorized to . . 

. resolve all disputes . . . between the parties” and “to bind . . . those entities on 

whose behalf he or she purports to act in the capacity identified” and that each 

signatory “warrants that all corporate or other approvals necessary . . . to enter into 

this Agreement have been obtained.” Hughes’s notarized signature appears twice at 

the end of the document, once for himself and once “as a member of Vision Up, 

LLC.”

The Spedale release. The settlement agreement and release Spedale signed

states that Spedale is entering the agreement “Individually and in the right of 

Vision Up, LLC.” It further states that for a sum provided by Longabaugh or his 

insurance carrier, receipt of which Spedale acknowledged, Spedale, individually 

and in the right of Vision Up, “releases, acquits, and forever discharges . . . 

Longabaugh . . . from any and all actions, causes of action, claims and demands . . . 

in any way growing out of any and all claims for negligence, breach of fiduciary 

duty, [etc.] that were or which could have been asserted in” the lawsuit against 

Longabaugh. The parties further agreed that “this Agreement resolves all issues 

arising from facts made the basis of the Lawsuit.”

The release also contains an indemnity paragraph under which Spedale 

indemnified Longabaugh from any claims that have been or could be “asserted by 

any person . . . or business entity claiming by, through or under . . . Spedale and 
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Vision Up, LLC in any manner arising from the occurrence or the lawsuit.”

Spedale additionally warranted that he was the sole owner of the claims that were 

asserted or could be asserted and that such claims had not been assigned or 

transferred to another party. He further warranted that he had “no knowledge of 

any other claims arising out of the facts” of the lawsuit. At the end of the 

document, Spedale signed it both for himself and “as a member of Vision Up, 

LLC.”

C. Vision Up’s Arguments

In asserting that the releases were not effective to release its claims, Vision 

Up specifically argues: (1) it was not a named party in either release, (2) neither of 

the releases mentioned its claims as being released, (3) no consideration was paid 

to it for either release, (4) neither Hughes nor Spedale had authority to release the 

claims, and (5) neither a legal malpractice case nor its proceeds may be assigned.

Vision Up supports many of its arguments by referencing Hughes’s declarations.

In analyzing the effect of the releases and Vision Up’s arguments, there are 

several important circumstances to remember. See URI, Inc., 543 S.W.3d at 764 

(explaining that the circumstances surrounding the creation of a contract may be 

considered in ascertaining the intended meaning). At the time the releases were 

signed, Spedale, Hughes, Vision Up, and Longabaugh had all been parties to 

litigation, which included numerous claims revolving around the formation and 

management of Vision Up and in which Vision Up was named as both a plaintiff

and a defendant. In his sixth amended petition, Spedale asserted that he was acting 

both “individually and in the right of Vision Up,” and he also asserted that he “is a 

governing member of Vision Up, LLC [and] fairly and adequately represents the

interests of Vision Up, LLC in enforcing the rights of Vision Up, LLC in this 

case.” An answer was also filed on behalf of Vision Up in the underlying case.
9

Additionally, Vision Up’s certificate of formation reflects that it only had 

two members or governing persons; one of whom (Spedale) was suing the other 

(Hughes), and both of whom were either suing Longabaugh (Spedale) or had made 

a presuit demand against Longabaugh (Hughes). Spedale had even expressly 

brought claims against Longabaugh on Vision Up’s behalf.

Under the circumstances, it therefore makes sense that Vision Up and any 

claims made by it or against it would be a part of any settlement. At the time 

Hughes signed the first release, the claims against Longabaugh had been severed 

and the other claims had been tried and were on appeal. Afterwards, the appeal was 

dismissed due to settlement and Spedale filed a nonsuit of the claims he brought 

individually and on behalf of Vision Up against Longabaugh.

Read together, in their entirety, and under the circumstances existing at the 

time, the settlement agreements and releases signed by the two members of Vision 

Up were clearly aimed at resolving any current or potential claims that either of 

them or Vision Up had against Longabaugh based on the creation or management 

of Vision Up. We now turn to a discussion of Vision Up’s specific arguments.

A named party. Generally, a release is only effective against a party that is

named in the release or described with such particularity that its identity is not in 

doubt. See Sydlik v. REEIII, Inc., 195 S.W.3d 329, 336 (Tex. App.—Houston [14th 

Dist.] 2006, no pet.) (citing Mem’l Med. Ctr. of E. Tex. v. Keszler, 943 S.W.2d 433, 

435 (Tex. 1997) (per curiam); cf. Undavia v. Avant Med. Grp., P.A., 468 S.W.3d 

629, 633 & n.3 (Tex. App.—Houston [14th Dist.] 2015, no pet.) (discussing 

situations in which more parties than just the named party were released because 

that was the clear intent). Vision Up insists that it was not a named or described 

party in the releases signed by Hughes and Spedale. The plain language of the 

releases clearly contradicts this position.
10

As discussed above, in the Hughes release, it identifies the “Hughes 

Parties”—a plural descriptor—to include “Randy Hughes, Individually and as a 

member of Vision Up LLC.” “Hughes Parties” is then used throughout the 

document. It further states that “none of the releasing Parties shall assert against 

[Longabaugh] any future claims . . . .” “[R]eleasing Parties,” again a plural term, 

clearly refers to Hughes individually and as a representative of Vision Up. And the 

release contains an “Authority and Approvals” section in which it indicates that

Hughes was “duly authorized to . . . bind . . . those entities on whose behalf he . . .

purports to act in the capacity identified” and he “warrant[ed] that all corporate or 

other approvals necessary . . . to enter into this Agreement ha[d] been obtained.” 

Hughes’s notarized signature then appears at the end of the document both for 

himself and “as a member of Vision Up, LLC.”

In the Spedale release, it states that Spedale is entering the agreement 

“Individually and in the right of Vision Up, LLC.” It further mentions Vision Up 

multiple other times and contains signatures both for Spedale himself and for

Spedale “as a member of Vision Up, LLC.” The only two members/governing 

persons of Vision Up both signed releases purporting to represent Vision Up. 

Vision Up was clearly and unambiguously named or described as a releasing party 

in the releases. See Nguyen v. Nguyen, No. 14-19-00913-CV, 2021 WL 786628, at 

*5 (Tex. App.—Houston [14th Dist.] Mar. 2, 2021, no pet.) (holding LLC was 

party to release signed on its behalf by two of its three members).

Claims included. To effectively release a claim in Texas, the releasing 

instrument must “mention” the claim to be released, and any claims not clearly 

within the subject matter of the release are not discharged. Wilson v. Fleming, 566 

S.W.3d 410, 425 (Tex. App.—Houston [14th Dist.] 2018), rev’d on other grounds, 

610 S.W.3d 18 (Tex. 2020) (citing Victoria Bank & Trust Co. v. Brady, 811 
11

S.W.2d 931, 938 (Tex. 1991)). Vision Up asserts that the releases here did not 

mention its claims against Longabaugh. Again, the plain language of the releases 

clearly contradicts this assertion.

In the Hughes release, it notes that the Hughes Parties, which as discussed 

above included Hughes in his capacity as a member of Vision Up, made a presuit 

demand against Longabaugh. The release further states that the parties desired “to 

settle and resolve . . . all issues and disputes between them” and that the Hughes 

Parties agreed “not to file a lawsuit against Longabaugh . . . for claims related to 

the Underlying Suit” or for “any and all claims based upon any of [Longabaugh’s] 

acts or omissions prior to the date of this Agreement and arising from any conduct 

of any kind or character whatsoever, from the beginning of time to the present.”

In Spedale’s release, which he signed “as a member of Vision Up, LLC,” it 

states that Spedale, individually and in the right of Vision Up, “release[d], 

acquit[ed], and forever discharge[d] . . . Longabaugh . . . from any and all actions, 

causes of action, claims and demands . . . in any way growing out of any and all 

claims for negligence, breach of fiduciary duty, [etc.] that were or which could 

have been asserted in” the lawsuit against Longabaugh. The parties further agreed 

that “this Agreement resolves all issues arising from facts made the basis of the 

Lawsuit,” and Spedale indemnified Longabaugh from any claims that have been or 

could be “asserted by any person . . . or business entity claiming by, through or 

under . . . Spedale and Vision Up, LLC in any manner arising from the occurrence 

or the lawsuit.” The releases clearly and unambiguously mentioned claims 

belonging to Vision Up as being released. To conclude otherwise would be to 

render significant portions of the releases meaningless. See J.M. Davidson, 128 

S.W.3d at 229 (explaining that contracts should be construed so that no provisions 

are rendered meaningless).
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Consideration. Like any other contract, settlement agreements and releases

must be supported by valid consideration. See Tamez v. Sw. Motor Transp., Inc., 

155 S.W.3d 564, 571 (Tex. App.—San Antonio 2004, no pet.). Consideration 

consists of a benefit to the promisor or a detriment to the promisee. Petroleum 

Workers Union of the Rep. of Mex. v. Gomez, 503 S.W.3d 9, 31 (Tex. App.—

Houston [14th Dist.] 2016, no pet.) (citing N. Natural Gas Co. v. Conoco, Inc., 986 

S.W.2d 603, 607 (Tex. 1998)). A written instrument reciting consideration is 

presumed to be sufficient. Id. Lack of consideration is an affirmative defense to

enforcement, and the burden of proof is on the party alleging a lack of 

consideration. Id. What constitutes consideration is a question of law for the court.

Id.

In its brief, Vision Up complains that “no money was paid to Vision Up in 

consideration for a release. Therefore, Vision Up’s claims were not released.” In 

his first declaration, Hughes also states that “[n]o money was paid or any other 

form of consideration given to Vision Up, LLC, by . . . Longabaugh or his 

insurance carrier.” Vision Up, however, does not offer any authority for the 

proposition that consideration must be paid or given to the releasing party. As 

stated, consideration can consist of either a benefit to the promisor or a detriment 

to the promisee. Id. Consideration may be given either by the promisee or by some 

other person to either the promisor or some other person. Garza v. Evans, No. 01-

11-00666-CV, 2012 WL 1893731, at *8 (Tex. App.—Houston [1st Dist.] May 24, 

2012, no pet.) (mem. op.); Frazer v. Tex. Farm Bureau Mut. Ins. Co., 4 S.W.3d 

819, 824 (Tex. App.—Houston [1st Dist.] 1999, no pet.); Hovas v. O’Brien, 654 

S.W.2d 801, 802–03 (Tex. App.—Houston [14th Dist.] 1983, writ ref’d n.r.e.).

The releases here clearly recite that either Longabaugh, or his carrier on his 

behalf, paid a sum certain in exchange for each release. The fact that the payment 
13

may not have been to Vision Up does not mean it was not a detriment to 

Longabaugh. See Garza, 2012 WL 1893731, at *8; Frazer, 4 S.W.3d at 824; 

Hovas, 654 S.W.2d at 802–03. Moreover, the Hughes release states that the 

Hughes Parties (which included Hughes as a representative of Vision Up) 

acknowledged receiving the funds in question. The releases clearly contained 

sufficient consideration.

Authority. Vision Up next argues that the evidence did not conclusively 

establish that either Hughes or Spedale had authority to release Vision Up’s claims.

In support, it cites First Trust Corp. TTEE FBO v. Edwards, in which the court 

held that a release signed by a company’s shareholder and officer did not release 

the company’s claims. 172 S.W.3d 230, 239 (Tex. App.—Dallas 2005, pet.

denied). Edwards, however, is readily distinguishable from the present 

circumstances.

In Edwards, the company was not a party to the release and the release did 

not indicate that the company was releasing any claims against anyone and also did 

not contain “any language describ[ing] anyone granting a release for, or on behalf 

of” the company. Id. Here, in contrast and as described above, Vision Up was a 

party to the release and the release clearly and unambiguously expressed an intent 

to release Vision Up’s claims. Additionally, Spedale and Hughes—Vision Up’s

only two members/governing persons—both claimed to be acting on behalf of 

Vision Up and in their capacities as members of Vision Up. Indeed, each signed 

their release twice—once individually and once in their capacity as a member of 

Vision Up. As discussed above, in his release, Hughes even represented that he 

was “duly authorized to . . . bind” Vision Up.

The present case is more analogous to Nguyen than Edwards. In Nguyen, 

two of three members of an LLC brought derivative claims on behalf of the LLC 
14

and then signed a settlement agreement and release that purported to relinquish the 

LLC’s claims as well as the claims of the individual members. Nguyen, 2021 WL 

786628, at *5. We affirmed a summary judgment favoring the released party based 

on the releases, explaining that an LLC acts only through its human agents; as 

governing persons of the LLC, the individuals were authorized agents; there was 

no indication in the agreement that the individuals intended to sign only on their 

own behalf; and nothing demonstrated either that the individuals lacked actual 

authority or that the released party knew that they lacked authority. Id. (citing Tex. 

Bus. Orgs. Code § 101.254(b), et al.).

Here, Spedale and Hughes were the two governing members of Vision Up, 

LLC, and both signed the agreements individually and on behalf of Vision Up. 

While Vision Up cites Hughes’s unsworn declaration in which he stated under 

penalty of perjury that Vision Up did not authorize Hughes, Spedale, or anyone 

else to release any claims, this extrinsic evidence is insufficient to raise a fact issue 

on authorization where the releases themselves clearly and unambiguously 

represent that Hughes and Spedale were releasing claims on behalf of Vision Up 

and in their capacities as Vision Up members. See URI, Inc., 543 S.W.3d at 763–

65 (explaining that the parol evidence rule prohibits the use of extrinsic evidence to 

create an ambiguity or give a contract a different meaning than its language 

imports and objective manifestations of intent control over what a party alleges 

they intended to say). Moreover, Vision Up does not suggest that Longabaugh was 

aware of any alleged lack of authority. See Nguyen, 2021 WL 786628, at *5. 

Spedale and Hughes’s authority to release Vision Up’s claims is conclusively 

established in the record.

Assignment of claims. Lastly, Vision Up contends that neither a legal 

malpractice case nor its proceeds may be assigned, citing Inliner Americas, Inc. v. 
15

MaComb Funding Group, L.L.C., 348 S.W.3d 1, 10 (Tex. App.—Houston [14th 

Dist.] 2010, pet. denied), and Vinson & Elkins v. Moran, 946 S.W.2d 381, 396

(Tex. App.—Houston [14th Dist.] 1997, writ dism’d). While this statement of the 

law is accurate, it has no application to the facts of this case. There is no evidence 

in the record that Vision Up assigned its malpractice claim or any proceeds to 

Spedale or Hughes; Spedale and Hughes simply acted as the members and 

governing persons of Vision Up in releasing those claims. Finding no merit in any 

of Vision Up’s arguments, we overrule its second issue.

II. Spedale’s Standing

In its first issue, Vision Up contends that Spedale did not have standing to 

sue Longabaugh on Vision Up’s behalf. More specifically, Vision Up contends that 

the trial court erred in denying a plea to the jurisdiction filed in Vision Up’s name 

in the underlying litigation. Standing is a component of subject-matter jurisdiction

and a constitutional prerequisite to maintaining suit under Texas law. Tex. Ass’n. of 

Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 444–45 (Tex. 1993).3 Vision Up, 

however, does not offer any explanation regarding how Spedale’s standing or lack 

of standing in the underlying litigation is relevant to this appeal from the trial 

court’s grant of summary judgment based on settlement agreements and releases

which relinquished Vision Up’s claims against Longabaugh. We will not attempt

to make such argument for Vision Up. See Rogers v. City of Houston, 627 S.W.3d 

3

In arguing that Spedale lacked standing, Vision Up points out that Business 

Organizations Code section 101.113 provides that “[a] member of a limited liability company 

may be named as a party in an action by or against the limited liability company only if the 

action is brought to enforce the member’s right against or liability to the company.” Tex. Bus. 

Orgs. Code § 101.113. Vision Up also asserts that a member of an LLC lacks standing to assert 

claims individually when a cause of action belongs to the company, citing Wyrick v. Business 

Bank of Texas, N.A., 577 S.W.3d 336, 353 (Tex. App.—Houston [14th Dist.] 2019, no pet.), 

among other cases. On these bases, Vision Up contends that the trial court erred in not 

dismissing all claims brought by Spedale purportedly on behalf of Vision Up.
16

777, 787 (Tex. App.—Houston [14th Dist.] June 8, 2021, no pet. h.) (citing Tex. R. 

App. P. 38.1(i)). We overrule Vision Up’s first issue.

Having overruled both of Vision Up’s issues, we affirm the trial court’s 

judgment.

/s/ Frances Bourliot

Justice

Panel consists of Justices Bourliot, Zimmerer, and Spain.