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 Dis tric t C ourt

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 fr om the trial court ’ s grant of summary judgment favoring appellee Tamri Longabough, on b ehalf of the Estate of Marvin Longab a ugh

. Vi sion Up sued Marvin , its former lawyer who is now deceased, for legal malpractice. The trial court gr anted summary ju dgment based on settlement agreements and re leases signed by the two members of Vision Up

. On appeal , Vision Up principally cont ends tha t t he releases signed by the members did not2

release Vision Up ’ s claims . We affirm

. Background 1 According to Vision Up, when Randy Hughes and Broc Spedale decided to open a restaurant in the Nav asota area, Hughes hired M a rvin Longabaugh to prepare and file a c ertificate of formation wi th the Texas Secretary of State for Vis ion Up , which was to operate th e restaurant. 2 The c ertificate listed Hughes and Spedale as the company’s only two members or governing persons

. Immediately after wards, Hughes and S pedale app eared to re ach an irreconcilable conf lict , and Hughes informed Longabaugh that Spedale no longer wished to be a part of the business

. Longabaugh then filed a n amended certificate of formation , removing Spedale as a governing person. Subsequently , Spedal e s ued H ughes, allegin g 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 am ended certificate

. F urther according to Vision Up, allegedly based on Longa baugh ’ s adv ice , H ughes refused to admit either t h a t Sp edale h ad been wrongfully removed or that he remain ed a member. Spedale then amended hi s petition to include Vision Up as a defendant

. Longabaugh filed answers on behalf of both Hughes and Vision Up. Wh en S peda le objected to Longabaugh ’ s dual r epresentation, other counse l took

over Vision Up ’ s defense. Spedale then amended his petition agai n 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 l a rgely fr om Visio n Up ’ s appell a te brief and pleadings in the court below

. Vision Up acknowledges that its existence has been forfeited by operation of the Tex as Tax Code but state s it is bringing t his existing claim under chapter 11 of the Business Organiza tions Co de

.

2 Fo r ease of ref

e rence, we will refer to both Marvin Longabaugh and Tamri Longabough, on behalf of the Estate of Marvin Long abaugh , interchangea bly as “ Longabaugh ” i n this opinion.3

At L ong abaugh ’ s req uest, the trial court severed the claims ag ainst him from the c laims S pedale all e ged against Hughes and Vision Up. After Longabaugh ’ s death in 2017, his w ife Tamri filed a suggestion of death and appeared on behalf of the estate. Although it is not entirel y cl ear on this record what happened in the original case after the sever ance, it appears that at some point, the trial court entered a declaration that Speda le was still a member of V ision U p. According to Vision Up, Spedale ’ s claims agains t H ughes then p roceeded 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 H ughes s ign ed a settleme nt agreement and release , relin q ui shing c laims 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 t he sett lem ent but befor e Spedale dismisse d his claims against Longabaugh as a result of the settlement , Vision Up intervened in the sever ed lawsuit against Longabaugh , a sserting malpractice. Longabaugh fil ed a traditional motion for summary judg ment in which he r elied on an d 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 H u ghes in which he averred that t he trial judge in the underly ing la wsuit h ad ordered him to pay $30,000 of Spedale ’ s attorney ’ s f ees. Hughes furth er stated that to settle Sped ale ’ s claims against him, Hughes also agreed to settle any malpractice claims he may have against Longabaugh and Longaba ugh ’ s malpract ice i ns urance carrie r agreed to make a payment directly to Spedale on Hughes ’ behal f. Hughes says th at no one ever discussed with him th at the4

settlement would include Vision U p ’ s potential malpractice claims against Longabaugh and he had no intenti on of r eleasin g those claim s for Vision Up. He also asserts that Vision Up received no conside ration 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 d iscusse d below, Hugh es ’ s statements in the declarations directly conflict with statements in the settlement a greements and releases that he and Speda le signed. The trial court

re ndered a final, appea la ble summary judgment disposi ng of all claims against Lo ngabaug h

. Discussio n 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 e rred in granting summary judgment based on the releases

. We will begin by addr essing Vision Up ’ s second iss ue before turning briefly to its first issue

. I. Summa ry Judgment In its second issue, Vision Up contends that the trial court erred in gran ting summary judgment favoring Longabaugh because the releases attached to Lo ngabaugh ’ s motion were n ot effective to release claims owned by Vision Up

. We will first set out the law governing our review . We will then discuss the
conten ts of the settlement agreements and releases before turning to an analysis of Vision Up ’ s specific arg uments

. A. Governin g Law Summary ju dgments. In a traditional motion for summary judgment, if t he
movant ’ s mo tion and summary

- judgment evidence facially establish its right to judgment as a matter of law, the burden shifts to the nonmovant to raise a ge nuine,5

material fact is s ue sufficient t o defeat summary judgment. See M.D. Anderson Hosp. & Tumo r Inst. v. Willr ich , 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 fav orable to the nonmovant , crediting evid ence favorable to the nonmovant if reasonabl e jurors coul d, and disregard ing contrary evidence unless reasonable jurors could not. Mack Trucks, Inc. v. Tamez , 206 S.W.3d 572, 582 (Tex. 2006). The evidence raises a gen uine issue of fact if r e asonable and fa ir

- minded jurors could differ in their concl usions in lig ht 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 t he same rules o f constru ction as any other contract

. Willia ms v. Glash , 789 S.W.2d 261, 264 (Tex. 1990). Both the question of ambiguity and the interpreta tion of an unambiguous contract are questions of law we review de novo

. URI, Inc. v. Kleberg Cty. , 54 3 S.W.3d 755, 76 3 (Tex. 2018)

. When a contract ’ s meaning is disputed, ou r primary goal is to ascertain and give effec t to the parties ’ intent as expressed in the fo ur corners of the written agreement

. See Piranha Partners v. Neuhof f , 596 S.W.3d 740, 743 (T e x. 2020) ; URI, Inc. , 543 S.W.3d at 763

.

“ Objective manifest ations of int ent control, not ‘ what o ne 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 partie s intend ed th e “plain, ordinary, and generally accepted meaning” of their words unless the agreement indicates otherwise. Id

. at 764. And w e consider the entire writing in an effort to harmonize a n d give effect t o all provisions so that none will be render ed meaningles s. J.M. Davidson, Inc. v

. Webster , 128 S.W.3d 223, 229 (Tex. 200 3) . N o single provision will control our6

interpretation , but all provisions must be considered in reference to the whol e
. Id

. The circ umstances surrounding the creation of a cont ract may also be considered as an aid to asce rtaining the intend ed meaning. URI, Inc. , 543 S.W.3d
at 7 64 . However, the parol evidence rule prohibits a party to a written c ontract from pres enting e x trinsic evidenc e to creat e an ambiguity or to give the cont ract a meanin g different from that wh ich its language imports. Id

. Only when a contract is ambiguous may a court consider the part ies ’ interpretations and admit
extraneous evidence to establish th e true meaning o f the c ontract. Id . at 764

– 65.
B. The R e leas es
The H u ghes release. At the beginning of the settlement agreement and release signed by H ughes , it identifies the parties to the agreement and describes the “ Hughes Part ies ” as “ Randy H ughes , In d ividually and a s a member of Vision Up LLC. ” The release th en i dentifies the litigation that is being settled and states that Spedale filed suit “ I ndividually and on b ehalf of Vision Up, LLC. ” It further states that t he Hughes Par ties “ made a pr esuit dema n d ag ainst Longa baugh ” based on the amount of attorney ’ s fee s 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 fo r the settlement , the rel e ase lists “ the warranties, representations, agreements, and releases giv en hereunder, and for other good and valuable consideration, the sufficiency of which is hereby stipulated

. ” More specifically, the release states that Longab augh or his insurance car r ier agree d to
p ay a certain sum, which is redacted from the copy in the record, that the H ughes Parties acknowledged receiving in s ettlement

. As for the claims released by the Hughes Parties, the release states that those parties “ agr ee not to file a l aws u it against Long abaugh . . . for claims related to the U nder lying S uit. ” It further says that “ none of the releasing P arties shall assert7

against [Longabaugh] any future claims based on any conduct, act, or omission encompassed by the releases. ” The releas e d c laims furthe r included “ an y and all claims based upon an y of [Longaba ugh ’ 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 t he prese n t

. ” ( Emphasis in orig inal).
The release also contains a section labeled “ Aut hority and Ap provals ” in which it states that each of the signatories to the release was “ duly authorized to

. .

. resolve all dis pu tes . . . between the parties ” and “ to b ind . . . those entities on

w hose behalf he or she purports to act in the capacity i dentified ” an d that each signatory “ warrants that all corporate or other approvals necessary

. . . to enter into this Agreement have been obtained. ” Hughes ’ s notarized sig nature appears twice at
t h e en d of the do cument, once for himself and once “ as a memb er of Vision Up, LLC. ” The Spedale release. T he settlement agreement and release Spedal e signed states that Spedale is entering the agreement “ Individually and in t he right of Vision Up, LL C. ” I t f

urther s tates that for a sum provided by Longabaugh or his insura nce ca rrier, receipt of which Spedale acknowledged, Spedale , individually and in the right of Vision Up , “ releases, acquits, and forever discharges . . . Long abaugh . . . f

ro m an y and all act ions , ca uses of action, claims and demands . . . in any way growi ng 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 par ties further agree d tha t “ this Agr eement resolves all issues arising from fact s made the ba sis of the L awsuit

. ”
Th e release also contains an indemnity paragraph under which Spedale indemnified Longabaugh from any claims that have been or could be “ a sserted by
any person
. . . o r bu siness e ntity claiming by, through or under . . . Sp edale and8

Vis ion 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

asser ted or could be assert ed and that such cl aims had not been assigned or transferred to another part y. 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 Visi on Up, LLC. ” C. Vision Up ’ s Arguments
In ass erting that t he 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 rele as es mentioned its claims a s being released , (3) no consideration was paid to it for ei ther 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 supp orts many of its argument s by ref erencing H ughes ’ s declarations. In analyzing the eff

ect of the re leases and Vi sion Up ’ s arguments , there are several important circumstances to remember. See URI, Inc

. , 543 S.W.3d at 764 (explaining that the circumstances s urrounding the creation o f a cont ract may be considered in ascertaining the intended meaning)

. A t the time the releases were signed, Spedale, Hughes, Vision Up , and Longabaugh had all been parties to litigation , which included numerous claims re volving aro und the formation and

man agement of Visio n Up and in which Vision Up was named as bot h 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 t hat he “is a governing me mber of Vision U p, LLC [and] fairly and adequately represent s the interes ts 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

Addition ally, Vision Up ’s certifi ca te of formatio n reflects th at it only had two members o r g overning pers ons ; one of whom (Spedale) was suing the other (Hughes), and both of whom were either suing Longabaugh (Spedale) or had made
a pres uit demand against Longabau gh (Hughes). Spedale had even exp ressly b r ought claims against Longabaugh on Vision U p ’s behalf.
U nder 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 cla ims agai nst Longabaugh had been severed and the othe r claims had been tried and were on appeal. Afterwards, the appe al was dismissed due to settlement and Spedale filed a nonsuit of the claims he brought individually an d on behalf of Vision Up a g ai nst Long abaugh. Read together , in their entirety , and under the circumsta nces existing at the time, t he settlement agreements and releases signed by the two members of Vision Up were clearly aimed at resolving any current or potenti al claims that either of them or Vision Up ha d against Longabaugh based on the creat ion o r management of Vision Up

. We now turn to a discussion of Vision Up ’ s s pecific arguments. A named party. Generally, a release is only effective against a party that is named in the release or desc rib ed with such particularity that its identity is not in do ubt. See Sydl ik v. REEIII, Inc. , 195 S.W.3d 329, 33 6 (Tex. App.

— Houston [14th Dist.] 2006 , no pet. ) (citi ng Mem ’ l Med

. C t r
. of E

. Tex

. v. Keszler , 943 S.W.2d 433, 435 (Tex. 1997) (per curiam) ; cf. Un davia v. Avan t Med. Grp., P.A. , 468 S.W.3d 629, 633 & n.3 (Tex. App.

— H ouston [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 U p insists that it w as not a named o r described party in the releases signed by Hughes and Sp edale. The plain language of the releases clearly contradicts this position.10

As discussed above, in the H ughes release, i t identifies the “ Hughes P arties ”

— a plural descriptor

— to inclu de “Randy Hughes , Individually and as a member of Vision U p LLC.” “ Hughes Parties ” is then used throughout the document. It further states that “none of the releasing Parties shall assert against [Longabaugh] any future c laims

. . . . ” “ [ R ] eleasing Parties , ” again a plura l term, clearly refers to Hughes individuall y and as a re presentative o f Vision Up. And the release contains a n “Authority and Approvals” section in which it i ndicates that Hughes was “duly authorized to . . . b ind . . . those entities on w hos e behalf he

. . . purports to act in the capacity identif ied” 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 app ears at the end of the docume nt both for h ims elf and “as a member of Vision Up, LLC.”
In the Spedale r elease, it states that Spedale is entering the agreement “Individually and in the right of Vision Up, LLC

. ” It further mentions Vision Up multiple other t imes and contain s signatures bot h for Spedale himself and for Spedale “ as a member of Vis ion Up, LLC. ” The only two members/governing
person s of V ision Up both signed releases purport ing to represent Vision Up

. Vision Up was clearly and unambiguously named or described as a releasing par ty in the rel eases. See Nguyen v. Nguyen , No. 14

- 19

- 00913

- CV, 2021 WL 7 86628, at *5 (Tex. App.

— Houston [14th Dist.] Mar. 2, 2021 , no pet. ) ( holding LLC was party to release signed on i ts behalf by two of its three members )

. Claims included
. To effective ly release a cla im 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.] 2 0 18) , rev ’ d on ot her grounds , 610 S.W.3d 18 (Tex. 2020) (citi ng Vi ctoria B ank & Trust Co. v. Brady , 81111

S.W.2d 931, 938 (Tex. 1991) )

. Vision Up asserts that the releases here did not mention its claims against Longabau gh. Again, the plain language of the re lea ses clearly c ontradicts this assertion.
In the H ughes rel ease , it note s 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. Th e release further states that th e parties des ired “to settle and resolve . . . all issues and disputes between them ” and that the Hughes Par ties agree d “ not to file a lawsuit against Longabaugh . . . for claims related to the Underlying Suit ” o r for “ any a nd all claims based upon any of [Longabaugh’s ] acts or omissions prior to the date of thi s Agreement a nd arising from any conduct of any kind or character whatsoever, from the beginning of time to the prese n t

. ” In Spedale ’ s release, which he signed “as a m ember of Vision Up, LLC , ” it
sta tes that Sped ale, individually and in the right of Vision Up, “release [ d ] , acquit [ed] , and forever discharge [d] . . . Longabaugh . . . from any and all actions, causes of acti on, claims and demands . . . in any way growing o ut of any and all claims for neg ligence, brea ch of fiduciary duty, [etc.] that were or wh ich could hav e 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 ind emnified Long abaugh fro m any claims that have been or

cou ld be “assert ed 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 clearl y a nd unambiguou sly mentioned claims belonging to Vision Up as being rele ased. To conclude otherwise would be to render significant portions of the releases meaningle ss. See J.M. Davidson , 128 S.W.3d at 2 29 ( explaining that con tracts should be construed so th at no provi sions

are rendered meaningless ).12

Conside ration. 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. )

. Consi deration consists of a benefit to the promis or or a detr i ment 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. Nat ural Gas Co. v. Conoco, Inc. , 986 S.W. 2d 603, 607 (Tex. 1998) ) . A written instrument reci ting conside r ation 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 . W hat const itutes consideration is a question of law for the c ourt. 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 h is first declaration, Hughes also stat es that “ [n] o money was paid or any other fo rm of c onsideration given to Vision Up, LLC, by

. . . Longabaugh or his insurance carrier. ” Vision Up, however, does not offer any authority for the
prop osition that conside ration must be paid or given to the rel easin g party. As stated, c onsideration can consis t 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 prom isor or some other person. Gar za v. Evans , No. 01

- 11

- 00666

- CV, 2012 WL 1893731, at *8 (Tex . App.

— Houst o n [1st Dist.] May 24, 2012 , no pet. ) (mem. op.) ; Frazer v. Tex. Farm Bureau Mut. In s . Co. , 4 S.W.3d 819, 824 (Tex. App.

— Houston [1st Dist.] 1999, no pet.); Hovas v. O ’ Brien , 654 S.W.2d 80 1, 802

– 03 (Tex. App.

— Ho uston [14th Dist.] 1983, writ ref ’ d n.r.e.).
The release s here clearly recite that either Longabaugh, or his carrier on his behalf, pai d a sum certain in exchange for each release. The fact that the payment13

may not have been to Vision Up do es not mean it w as not a d e triment to Longabaugh. See Garza , 2012 WL 189 3 731, at *8 ; Frazer , 4 S.W.3d at 824 ; Hovas , 654 S.W.2d at 802

– 03

. Moreover, th e Hughes release states that the Hughes Parties (which included Hughe s as a representative of Visio n Up) acknowledg ed receiving the funds in question

. The rele ases clearly contained sufficient consideration.
A uthority. Vision Up next argues that the evidence did not conclusively establish that either Hughes or Spedale h ad a uthority t o release Vision Up ’ s clai ms
. In sup port, it cites First Trust Corp. TTEE FBO v. Edwards , in which the court held th at a release signed by a company ’ s shareholder and officer did not release the compan y ’ s claims. 172 S.W.3d 230, 239 (Tex. App.

— Da llas 2005, pet. denied)

. Edwar

ds , ho wever , is readily distinguishable from the present cir cumstances.
I n Edwards , the company was not a party to the release and the release did
not indicate that the company was releasing any claims against any one and also did not contain “ any language descri b [ ing] any one granting a release for, or on behalf of ” the company

. Id

. Here, in contrast and as described above, Vision Up w a s a party to the release and the release clearly and unambiguously e xpresse d an intent
to r ele ase Vision Up ’ s claims. Additi onally , Spedale and Hughes

— Vision Up ’ s only two members /gove rning person s

— b oth claimed to be acting on behalf of Vision Up and in their capacit ies as member s of Vision Up . Indeed, each signed the ir release twice

— once individua lly and once in their capacity as a member of Vision Up. As discussed above, in his releas e, Hughes ev e n represented that he was “duly authorized to . . . bind ” Vision Up

. Th e present case is more an alogous to N guyen than Edwards . In Nguyen , two of three m embers of a n LLC brought deriv ative claims on behalf of the LLC14

and then signed a settleme nt agreement and release that purported to relinquish th e LLC ’ s claims as well as the claims of the individual members. Nguye n , 2021 WL 786628, at *5

. We affirmed a s ummary judgmen t favoring the r elease d party ba sed on the r e leases , explaining that an LLC acts only th r ough its hu m an agents ; as g overning person s of the LLC , the individual s were authorized agents; there was no indication in the agreement that the individ uals intended to sign only on their own behalf ; and nothing demonstrated either that the i ndividuals l a cked actual authority or that the released party knew that they lacked authority. Id . (citing Tex. Bus. Orgs. Code § 101.254(b) , et a l.). Here, Spedale a nd Hughes were the two g overni ng mem bers of Vi sion Up, LLC , and both signed the agreements individuall y and on behalf o f Vision Up

. While Vision Up cites Hugh es ’ s unsworn declaration in which he stat ed under penalty of perjury that Visi on Up did not autho rize Hughes , Spedale, or anyone else to release any claims , t his extrinsic evidence is insufficient to raise a fact issue

o n authorizat i on where the releases themselves clearly and unambiguously represent that Hughes and Spedale were rel easing claims on be half of Vis ion Up and in their capaci ties as Vi sion Up members. See URI, Inc. , 543 S.W.3d at 763

– 6 5 (explaining that the pa rol evidence rule prohibits the use of extrinsic evidence to
creat e an ambiguity or give a contract a different me aning than its lang uage import s and o bjective man ifestat ions of in tent control over what a party alleges they intended to say ). Moreover, Visi on Up does n o t suggest that Longabaugh was aware of any alleged lack of authority. See Nguye n , 2021 WL 786628, at *5

. Spedale and Hug hes ’ s autho rity to release Vision Up ’ s claims i s conclusively

es tablished in the record. Assignment of claims. Lastly, Visi on Up conten d s that neither a l egal malpractice case nor i ts proceeds may be assigned , citing Inliner Americas, In c. v.15

MaComb Fundin g Group , L. L.C. , 348 S.W.3d 1, 10 (Te x. App.

— Ho uston [14th Dist.] 2010, pet. denied) , and Vinson & Elkins v. Moran , 946 S.W .2d 381, 3 96 (Tex. App.

— Houston [14th Dist.] 1997, writ dism’d)

. While this statement of the law is accurate, it h as no application t o the facts of this ca se. There is no evidence in the record that Vision Up assign ed its malpractice claim or any proceeds to Spedale o r Hughes ; Spedale a nd Hughes simply acted as the members and governing persons of Vision Up in releasi ng those claims. Fi nding no me rit in any of Vision Up ’ s arguments, we overrule its second issue. II. Spedale ’ s Standing In its first issue, Vi sion Up cont e nds that Spedale did not have standing to sue Longabaugh on Vision Up ’ s behalf

. More specifically, Vision Up contends that the t rial court erred in denying a plea to the juris diction filed in Vision Up ’ s name in the u nderlying litigation. Standing is a component o f subject

- matter jurisdiction and a constitutional prerequisite to maintaining suit under Texas law. Tex. Ass ’ n. of Bus. v. Tex. Ai r Control Bd. , 852 S.W.2d 440, 444

– 4 5 (Tex. 1993). 3 Vision Up , h owever, d oe s 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 judg ment based on sett lement ag reements and releases which relinquished Vision Up ’ s claims against Longabaugh. We wi ll not attemp t
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 a gainst t he limited liabili ty 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 com pany, citing Wyrick v. Business Bank of Texas, N.A. , 577 S.W.3d 336, 353 (T ex. 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 purpor tedly on behalf of Vision Up.16

777, 787 ( Tex. App.

— Houston [1 4th Dist.] June 8, 2 021, no pet. h.) ( c iting Tex. R. App . P. 38.1(i) ). We overrule Vision Up ’ s first issue. Having overruled both of Vision Up ’ s i ssues, w e affirm the trial court ’ s judgment.

/s/ Frances Bourliot Justice

Pan el consists of Jus tices Bourliot, Zi mmerer, and Spain.