Opinion issued June 25, 2024

In The

Court of Appeals 

For The 

First District of Texas 

————————————

NO. 01-22-00412-CV

———————————

ADNAN KHALID JAFAR, INDIVIDUALLY AND DERIVATIVELY ON 

BEHALF OF BEACH & BEACHES, INC. DBA PORT SHAMROCK, 

Appellant

V.

BEACH & BEACHES, INC. DBA PORT SHAMROCK, MEHBOOB ALI 

MOHAMMED, SARFARAZ MOHAMMED, AND ALIAKBAR 

MOHAMMED, Appellees

On Appeal from the 269th District Court

Harris County, Texas

Trial Court Case No. 2017-47968
2

MEMORANDUM OPINION

Adnan Khalid Jafar appeals the trial court’s judgment ordering him to sell his 

interest in a gas station and convenience store (“Port Shamrock”),1 which he jointly 

purchased with Beach & Beaches, Inc. (“Beaches”), to his former business partner 

Mehboob Ali Mohammed. Jafar contends that the pleadings do not support the trial 

court’s judgment; Port Shamrock is the same entity as Beaches, which he owns 

together with Mehboob; his interest in Port Shamrock was undervalued; the trial 

court improperly awarded attorney’s fees; Port Shamrock should have been sold 

instead of partitioned by sale of Jafar’s interest to Mehboob; the amount he was to 

receive from the partition was reduced by improper offsets; and other offsets should 

have been applied to reduce any award against him. 

We affirm the trial court’s judgment under the Texas Theft Liability Act, on

ownership of Port Shamrock and Beaches and their status as separate entities, and 

on attorney’s fees. But we reverse and remand the issues of dissolution of the 

partnership, determination of value, partition of Port Shamrock and the land it sits 

on, and credits and offsets for further proceedings. 

Background

In March 2005, Jafar and Mehboob jointly purchased Port Shamrock—a gas 

station and convenience store business. That same month, Mehboob incorporated 

1 Throughout trial, the parties referred to “Port Shamrock” as “the business.”
3

Beaches and then prepared an amended purchase agreement listing Jafar and 

Beaches as Port Shamrock’s buyers. Beaches first leased the land Port Shamrock 

was located on, with the lease naming Beaches as the sole tenant, and later purchased 

the land in October 2006 for $445,000. 

Jafar and Mehboob had a falling out. In February 2016, Jafar stopped 

operating Port Shamrock. Five months later, Jafar, individually and derivatively on 

behalf of Beaches, sued Beaches, Mehboob, and Mehboob’s two sons (collectively, 

“Appellees”) for breach of fiduciary duty, fraud, conversion, and conspiracy. 

Appellees answered, and later, Beaches and Mehboob counterclaimed against Jafar. 

They sought to “recover any and all sums which [Jafar] improperly and wrongfully 

misappropriated from [Port Shamrock],” “dissolve [their] relationship” with Jafar, 

and partition Port Shamrock and the land “in accordance with each party’s interest.” 

The case proceeded to a bench trial. After Jafar rested, the trial court rendered 

judgment for Appellees on all Jafar’s claims and for Beaches and Mehboob on their 

counterclaims. The trial court awarded Beaches and Mehboob damages for Jafar’s 

misappropriation of funds and attorney’s fees. The trial court also judicially 

dissolved “the partnership” between Jafar and Mehboob and ordered that the 

“business known as Port Shamrock and the real property” be equitably partitioned.

The trial court found that Jafar owned 49% of Port Shamrock and 15% of the land, 

while Mehboob owned 51% of Port Shamrock and 85% of the land. Concluding that 
4

neither Port Shamrock nor the land could be partitioned in kind and that an order 

“compelling the sale of the property would be futile,” however, the trial court 

ordered that Mehboob could purchase “Jafar’s interest in both [Port Shamrock] and 

the real property for the sum of $142,368.16.” The trial court allowed the “total 

amount of all judgments” awarded to Mehboob to “offset” the purchase price, 

authorizing Mehboob to buy Jafar’s interest for the sum of $6,578.50.2

Texas Theft Liability Act

The trial court awarded Beaches and Mehboob $50,000 in damages and 

$4,120.50 in attorney’s fees on their misappropriation of funds claim under the 

Texas Theft Liability Act (“TTLA”). See TEX. CIV. PRAC. & REM. CODE § 134.005. 

Jafar contends that Beaches and Mehboob cannot recover under the TTLA because 

(1) they did not plead a claim; (2) any claim is time barred; and (3) there is no 

evidence of damages. 

A. Sufficiency of the Pleadings

1. Law

Under the TTLA, a person who commits theft is liable for the damages 

resulting from the theft. TEX. CIV. PRAC. & REM. CODE § 134.003(a). Theft is the 

unlawful appropriation of property as described in certain sections of the Texas 

Penal Code, including Section 31.03. Id. § 134.002(2). A person commits an offense 

2 The trial court adopted findings of fact and conclusions of law. 
5

under Section 31.03 “if he unlawfully appropriates property with intent to deprive 

the owner of property.” TEX. PENAL CODE § 31.03(a). Appropriation of property is 

unlawful if it is without the owner’s effective consent. Id. § 31.03(b)(1).

Texas follows a fair notice pleading standard. Horizon/CMS Healthcare Corp. 

v. Auld, 34 S.W.3d 887, 896 (Tex. 2000); see TEX. R. CIV. P. 47 (pleadings must 

contain “a short statement of the cause of action sufficient to give fair notice of the 

claim involved”). The opposing party has fair notice when the nature and basic issues 

of the claim and the type of evidence that might be relevant can be understood from 

the pleading. Horizon/CMS Healthcare Corp., 34 S.W.3d at 896. We liberally 

construe pleadings in the pleader’s favor unless the opposing party specially excepts

to the pleading. Id. at 897. 

“Special exceptions may be used to challenge the sufficiency of a pleading.”

Friesenhahn v. Ryan, 960 S.W.2d 656, 658 (Tex. 1998); TEX. R. CIV. P. 91. Their 

purpose is to compel clarification of pleadings when the pleadings are not clear or

sufficiently specific or fail to plead a cause of action. Baylor Univ. v. Sonnichsen, 

221 S.W.3d 632, 635 (Tex. 2007). “An opposing party should use special exceptions 

to identify defects in a pleading so that they may be cured, if possible, by 

amendment.” Horizon/CMS Healthcare Corp., 34 S.W.3d at 897. If the opposing 

party does not specially except to a pleading defect, the defect is waived. See TEX.

R. CIV. P. 90; Italian Cowboy Partners, Ltd. v. Prudential Ins. Co., 341 S.W.3d 323, 
6

345–46 (Tex. 2011); see also Roark v. Allen, 633 S.W.2d 804, 810 (Tex. 

1982) (party waived any defect by failing to specially except to opposing party’s 

pleading).

2. Analysis

Beaches and Mehboob counterclaimed “to recover any and all sums which 

[Jafar] improperly and wrongfully misappropriated from [Port Shamrock].” While 

they asked for “reasonable attorney[’s] fees” and any other relief to which they were 

entitled “both in law and equity,” Beaches and Mehboob did not specify any statute 

entitling them to such relief. Without a pleading specifically referencing the TTLA, 

Jafar says, the trial court could not treat the misappropriation counterclaim as arising 

under the TTLA. We disagree. 

Beaches and Mehboob pleaded a claim to recover “improper[ly] and 

wrongful[ly]” misappropriated funds from Jafar. Unlawful appropriation or 

misappropriation is an element of a cause of action under the TTLA. See Baylor 

Scott & White v. Project Rose MSO, LLC, 633 S.W.3d 263, 287 (Tex. App.—Tyler 

2021, pet. denied) (explaining that TTLA shares an element with common law 

misappropriation). The TTLA also allows recovery of attorney’s fees, which 

Beaches and Mehboob requested as part of their counterclaim. TEX. CIV. PRAC. &

REM. CODE § 134.005(b). That they failed to identify the TTLA is without 

consequence. See Horizon/CMS Healthcare Corp., 34 S.W.3d at 897. 
7

The record does not show that Jafar filed special exceptions challenging 

Beaches and Mehboob’s counterclaim requesting fees for misappropriation or 

seeking to clarify the counterclaim’s statutory basis.

3 See id. (pleadings are liberally 

construed in pleader’s favor unless opposing party specially excepts to pleading). 

Any pleading defect on this issue is therefore waived. See Italian Cowboy Partners, 

341 S.W.3d at 346.

We overrule this issue. 

B. Statute of Limitations

1. Law

Limitations is an affirmative defense that must be specifically pleaded and 

proved. See TEX. R. CIV. P. 94; Massey v. Columbus State Bank, 35 S.W.3d 697, 700 

(Tex. App.—Houston [1st Dist.] 2000, pet. denied). A party asserting an affirmative 

defense in a bench trial must request supportive findings to avoid waiver on appeal. 

Sears, Roebuck & Co. v. Nichols, 819 S.W.2d 900, 907 (Tex. App.—Houston [14th 

Dist.] 1991, writ denied). When the trial court makes fact findings that do not 

establish any element of a defense, the party relying on the defense must request 

additional findings to avoid waiver of the defense on appeal. Id.

3 While Jafar filed special exceptions to Beaches and Mehboob’s misappropriation 

counterclaim, he did so on other grounds: seeking to clarify the time-period 

involved, the type of mismanagement alleged, and the authority for anyone other 

than Mehboob to assert the claim. Jafar did not seek clarification on the statutory 

authority for the counterclaim or recovery of fees. It is unclear from the record 

whether the trial court ruled on the special exceptions.
8

Additionally, the appellant must present a record that is sufficient to show the 

trial court’s error. Nicholson v. Fifth Third Bank, 226 S.W.3d 581, 583 (Tex. App.—

Houston [1st Dist.] 2007, no pet.) (appellant must bring forth sufficient record on 

appeal).

2. Analysis

Jafar pleaded the affirmative defense of limitations. See TEX. R. CIV. P. 78 

(defining plaintiff’s pleadings as original petition and such supplemental petitions 

as are necessary); TEX. R. CIV. P. 81 (“When the defendant sets up a counter claim, 

the plaintiff may plead thereto under rules prescribed for pleadings of defensive 

matter by the defendant, so far as applicable.”); TEX.R.CIV. P. 94 (listing limitations 

as affirmative defense). But he did not raise his limitations defense at trial, he did 

not request findings on limitations, and there is no mention of the defense in the trial 

court’s findings and conclusions. See Nichols, 819 S.W.2d at 907. Jafar also did not 

request additional or amended findings.4Id. Jafar thus did not preserve his 

complaint. See TEX. R. APP. P. 33.1(a); see also Wheelock v. Trim Elec., Inc., No. 

01-12-00475-CV, 2013 WL 3233239, at *7 (Tex. App.—Houston [1st Dist.] June 

4

Jafar filed a “Motion to Alter or Amend Judgment in the Alternative, Motion for 

New Trial,” but he did so one month after the trial court’s findings and conclusions. 

The motion did not request any “specified additional or amended findings or 

conclusions,” as required. See TEX. R. CIV. PROC. 298 (request for additional or 

amended findings of fact and conclusions of law “must be made within ten days 

after the court sends the original findings and conclusions”).
9

25, 2013, no pet.) (mem. op.) (“When a trial court’s findings do not address a ground 

of recovery, the party relying on that ground must request additional findings in 

proper form or else any complaint about the unmentioned ground is waived.”);

Trelltex, Inc. v. Intecx, L.L.C., 494 S.W.3d 781, 785 (Tex. App.—Houston [14th 

Dist.] 2016, no pet.) (to avoid waiver, party asserting affirmative defense in bench 

trial must request findings in support of defense and, when findings do not establish 

any element of defense, must request additional findings).

We overrule Jafar’s statute of limitations issue.

C. Damages

Jafar contends that there is insufficient or no evidence to support damages 

under the TTLA. We treat this issue as challenging the legal and factual sufficiency 

of the evidence.

1. Law

In a bench trial, findings of fact have the same force and dignity as a jury’s 

verdict, and we may review the trial court’s findings of fact for legal and factual 

sufficiency under the same standards we apply to jury verdicts. Anderson v. City of 

Seven Points, 806 S.W.2d 791, 794 (Tex. 1991); Green v. Alford, 274 S.W.3d 5, 23 

(Tex. App.—Houston [14th Dist.] 2008, pet. denied). 

In conducting a sufficiency review, we consider the evidence in the light most 

favorable to the challenged findings and indulge every reasonable inference that 
10

supports them. City of Keller v. Wilson, 168 S.W.3d 802, 822 (Tex. 2005). We credit 

favorable evidence if a reasonable factfinder could, and disregard contrary evidence 

unless a reasonable factfinder could not. Id. at 827. The evidence is legally sufficient 

if it would enable reasonable and fair-minded people to reach the decision under 

review. George Joseph Assetts, LLC v. Chenevert, 557 S.W.3d 755, 765 (Tex. 

App.—Houston [14th Dist.] 2018, pet. denied). When an appellant attacks a finding 

on an issue on which he did not have the burden of proof, he must show that no 

evidence supports the adverse finding. Id. Evidence is legally insufficient to support 

a finding if (1) there is a complete absence of evidence of a vital fact; (2) rules of 

law or evidence bar the court from giving weight to the only evidence offered to 

prove a vital fact; (3) the evidence offered to prove a vital fact is no more than a

mere scintilla; or (4) the evidence establishes conclusively the opposite of the vital 

fact. City of Keller, 168 S.W.3d at 810.

When reviewing findings for factual sufficiency, we consider and weigh all 

the evidence and will “set aside the verdict only if it is so contrary to the 

overwhelming weight of the evidence as to be clearly wrong and unjust.” Cain v. 

Bain, 709 S.W.2d 175, 176 (Tex. 1986) (per curiam); Levine v. Steve Scharn Custom 

Homes, Inc., 448 S.W.3d 637, 653 (Tex. App.—Houston [1st Dist.] 2014, pet. 

denied). In assessing the evidence, we may not pass on the credibility of the 

witnesses or substitute our judgment for that of the factfinder; instead, the trial court, 
11

as the trier of fact, is the sole judge of the credibility of the witnesses and the weight 

to afford their testimony. City of Keller, 168 S.W.3d at 819; Gunn v. McCoy, 554 

S.W.3d 645, 665 (Tex. 2018).

“We review a trial court’s conclusions of law de novo, and we will uphold the 

conclusions if the judgment can be sustained on any legal theory supported by the 

evidence.” See Cooke v. Morrison, 404 S.W.3d 100, 107 (Tex. App.—Houston [1st 

Dist.] 2013, no pet.). A party may not challenge legal conclusions for factual 

sufficiency, but the reviewing court may determine the correctness of legal 

conclusions drawn from facts. Id. If the reviewing court determines the trial court 

erred in its legal conclusions but rendered a proper judgment, reversal is not required. 

BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). 

2. Analysis

The trial court found that Jafar “wrongfully misappropriated a minimum of 

$50,000.00” from Port Shamrock and awarded Beaches and Mehboob $50,000.00 

in damages. See TEX. CIV. PRAC. & REM. CODE §§ 134.003, .005(a)(1) (authorizing 

recovery of actual damages from person who commits theft).

Jafar testified that when he started working at Port Shamrock, he earned $8.00

but his pay later increased to $11.00 per hour. While working at Port Shamrock, 

Jafar wrote several checks to himself and made cash withdrawals totaling over 

$100,000, allegedly on Mehboob’s instruction. Port Shamrock’s accountant testified 
12

that tax documents showed that in 2012, 2013, and 2016—when Jafar operated the 

business alone—$545,000 went missing. Jafar denied taking any money from Port 

Shamrock, but the trial court was free to disbelieve his explanation of why he wrote 

checks to himself from Port Shamrock’s account. See Townsend v. Vasquez, 569 

S.W.3d 796, 807–08 (Tex. App.—Houston [1st Dist.] 2018, pet. denied) (factfinder 

is sole judge of witness credibility and weight of testimony).

Also, Jafar does not challenge the trial court’s findings—findings of fact 18 

through 23—that $545,000 went missing while he exclusively managed and 

operated Port Shamrock, from 2005 until February 2016, and that no money went 

missing after Mehboob took over. See McGalliard v. Kuhlmann, 722 S.W.2d 694, 

696 (Tex. 1986) (appellate court is bound by unchallenged fact findings unless the 

contrary is established as matter of law or no evidence supports finding). We thus 

conclude the evidence is legally and factually sufficient to support the damages

findings. See Levine, 448 S.W.3d at 653; City of Keller, 168 S.W.3d at 822.

As for the conclusion of law stating that Mehboob is entitled to a judgment of 

$50,000 on his counterclaim against Jafar, we have stated that the above findings of 

fact are supported by the record. These findings support the trial court’s conclusion 

of law based on the evidence showing that Jafar appropriated property without 

consent and with intent to deprive the owner of such property. See City of Keller, 

168 S.W.3d at 827; Patrick v. State, 906 S.W.2d 481, 487 (Tex. Crim. App. 
13

1995) (intent may be inferred from circumstantial evidence surrounding the incident 

including accused’s acts, words, and conduct).

We overrule Jafar’s damages issue.

Port Shamrock

Jafar contends that the trial court erred by treating Port Shamrock as a separate 

entity from Beaches, despite judicial admissions by Appellees that the entities were 

the same, their failure to plead any defenses to that effect, and conclusive evidence 

of the entities’ sameness. 

A. Judicial Admissions and Affirmative Defenses

Jafar argues that by submitting filings on behalf of “Beach and Beaches, Inc. 

dba Port Shamrock,” Appellees judicially admitted that Beaches was the same entity

as Port Shamrock.

1. Law

A judicial admission must be a clear, deliberate, and unequivocal statement, 

and occurs when an assertion of fact is conclusively established in live pleadings, 

making the introduction of other pleadings or evidence unnecessary. Horizon/CMS 

Healthcare Corp., 34 S.W.3d at 905 (internal quotations omitted).

2. Analysis

While Appellees identified “Beach & Beaches, Inc. DBA Port Shamrock” as 

a defendant in their filings, their answer denied Jafar’s allegation that he had a stake 
14

in Beaches. And in their counterclaim, Beaches and Mehboob distinguished between 

Port Shamrock (“the business”) and Beaches. Appellees’ inclusion of the name 

“Beach & Beaches, Inc. DBA Port Shamrock” in their filings is not a clear and 

unequivocal statement that qualifies as a judicial admission. See Horizon/CMS 

Healthcare Corp., 34 S.W.3d at 905. 

Jafar also contends that Appellees cannot question his capacity to sue or his 

description of the business because they failed to plead that he lacked capacity to 

sue derivatively on behalf of Beaches, that there was a defect in parties, or that 

Beaches was not incorporated as alleged. But Appellees disputed that Jafar is an 

owner of Beaches, and the trial court found that Jafar lacked standing to bring suit 

on behalf of Beaches because he was not a shareholder. 

An appellant’s brief must contain a clear and concise argument for the 

contentions made, with appropriate citations to authorities and to the record. TEX. R.

APP. P. 38.1 (h), (i); see Tesoro Petroleum Corp. v. Nabors Drilling USA, Inc., 106 

S.W.3d 118, 128 (Tex. App.—Houston [1st Dist.] 2002, pet. denied). An appellant 

waives an issue on appeal if he does not adequately brief that issue by providing 

supporting arguments, substantive analysis, and appropriate citations to authorities 

and to the record. See Tesoro Petroleum Corp., 106 S.W.3d at 128. This is not 

accomplished “by merely uttering brief conclusory statements, unsupported by legal 

citations,” so this complaint is waived. Id.
15

We overrule Jafar’s issue.

B. Sameness Evidence

Jafar argues that the evidence at trial showed as a matter of law that Port 

Shamrock is the same entity as Beaches. We apply the legal sufficiency standard set 

out above, noting that Jafar had the burden to prove his own claim and so must show 

that the evidence conclusively established all vital facts in support of the claim. See 

Orr v. Walker, 438 S.W.3d 766, 768 (Tex. App.—Houston [1st Dist.] 2014, no pet.) 

(citing Dow Chem. Co. v. Francis, 46 S.W.3d 237, 241 (Tex. 2001)).

Although Jafar argues that the trial court’s finding that Port Shamrock was a 

separate entity from Beaches is unsupported, the evidence shows otherwise. On 

March 15, 2005, Jafar and Mehboob entered into a written agreement to buy Port 

Shamrock. One week later, on March 22, Mehboob incorporated Beaches. Three 

days after Beaches’ incorporation, Jafar and Mehboob amended the Port Shamrock 

purchase agreement. The amended purchase agreement listed Beaches and Jafar as 

the buyers. Around the time of purchase, Mehboob and Jafar agreed that Mehboob 

would have a 51% ownership interest and Jafar would have a 49% ownership interest 

in Port Shamrock.

This evidence supports the trial court’s finding that Port Shamrock and 

Beaches were separate entities. First, the amended purchase agreement lists Jafar 

and Beaches as the buyers of Port Shamrock. Second, tax records showed that 
16

Mehboob, not Jafar, owned Beaches. Third, testimony reflected that Port Shamrock 

provided partial funding to Beaches to buy the land Port Shamrock was located on. 

Fourth, Port Shamrock had accounting records showing a balance sheet for its 

operation. 

That Jafar points out some contradictory evidence does not carry his burden. 

See Dow Chem. Co., 46 S.W.3d at 241 (legal sufficiency issue should be sustained 

only if contrary proposition is conclusively established); see also Sterner v. 

Marathon Oil Co., 767 S.W.2d 686, 691 (Tex. 1989) (when some evidence supports 

the challenged finding, our inquiry on that issue need go no further). 

We overrule Jafar’s issue.

Ownership of Beaches

Jafar argues that the evidence shows that he owned 49% of Beaches and its 

assets, and thus the trial court erred in not awarding him his proportionate share. We 

construe this as a challenge to the legal and factual sufficiency of the evidence, and 

we again apply the sufficiency standards of review. See Orr, 438 S.W.3d at 768.

The trial court found that “[n]o stock in Beach & Beaches, Inc. has ever been 

issued to any person and no entry reporting any stock issuance to any person has 

ever been registered in the share transfer records maintained by the corporation.” It 

also concluded that because Jafar was “never issued stock in [Beaches] and because 

no entry reporting any stock issuance to [Jafar] has ever been registered in the share 
17

transfer records maintained by [Beaches], [Jafar] is not a shareholder of the 

corporation.”

Jafar testified that while he was never issued any stock, he understood that he 

owned half of Beaches because he invested money equally with Mehboob. But 

Jafar’s testimony revealed that he was referring to buying “the store”—Port 

Shamrock—when he invested equally with Mehboob. Jafar admitted that he owned 

49% of Port Shamrock and Mehboob owned 51%. There are also conflicting tax 

records indicating at times that Jafar owned some of Beaches and that Mehboob 

owned all of Beaches.

Proving ownership without stock certificates depends on the evidence 

presented, including the nature of the parties, the nature of their relationship, and 

their representations to each other. See generally Willis v. Donnelly, 199 S.W.3d 

262, 277–78 (Tex. 2006) (refusing to recognize shareholder status for experienced 

businessman working under both written agreement to transfer stock and oral 

agreement to postpone delivery of stock); Greenspun v. Greenspun, 194 S.W.2d 134, 

137 (Tex. Civ. App.—Fort Worth), aff’d, 198 S.W.2d 82 (Tex. 1946) (party claiming 

transfer of stock must show “whether the minds of transferor and transferee met, 

whether there was an intention that the stock should then and there be vested in the 

transferee, and whether there were acts in the nature of a symbolical delivery of the 

property”); Rio Grande Cattle Co. v. Burns, 17 S.W. 1043, 1044–45 (Tex. 
18

1891) (person can be shareholder without possessing stock certificates if person is 

entitled to receive stock, but company refuses to issue stock certificates despite 

demand to do so).

While it is possible to prove ownership without stock certificates, Jafar did 

not present enough evidence to show that Mehboob intended to make Jafar a 49% 

shareholder of Beaches. The trial court was free to disbelieve Jafar’s testimony that

he believed he was an equal owner of Beaches. HTS Servs., Inc. v. Hallwood Realty 

Partners, L.P., 190 S.W.3d 108, 111 (Tex. App.—Houston [1st Dist.] 2005, no pet.)

(factfinder is sole judge of witness’s credibility).

Having reviewed the evidence in the light most favorable to the trial court’s 

fact finding, we conclude that the evidence is legally sufficient to support the finding 

that Jafar did not hold stock in Beaches. See City of Keller, 168 S.W.3d at 810. We 

have also reviewed the evidence related to this same finding under the factual 

sufficiency standard and conclude that it is not contrary to the overwhelming weight 

of the evidence. See Cain, 709 S.W.2d at 176.

Because the facts do not show that Jafar is an owner of Beaches, we uphold 

the trial court’s challenged conclusion. See Cooke, 404 S.W.3d at 111.

Attorney’s Fees

In his third, fourth, and fifth issues, Jafar contends that the trial court erred in 

awarding attorney’s fees to Beaches and Mehboob. The trial court found that they 
19

had incurred $82,410.00 in attorney’s fees but awarded only $78,289.50. The award 

equals 90% of the total fees for defending Jafar’s derivative action and 5% for the 

counterclaim alleging misappropriation of funds.5

A. Derivative Action

In his third issue, Jafar argues that it was error to award attorney’s fees for the 

defense of his derivative action because he reasonably believed that he was a 

shareholder of Beaches and because Beaches and Mehboob did not plead that he 

lacked capacity.

1. Standard of Review

We review a trial court’s award of fees in a derivative action for an abuse of 

discretion. Moody v. Nat’l W. Life Ins. Co., 634 S.W.3d 256, 283 (Tex. App.—

Houston [1st Dist.] 2021, no pet.). Under the abuse-of-discretion standard, legal and 

factual insufficiency are not independent grounds of error; they are relevant factors 

in assessing whether the trial court abused its discretion. In re J.J.G., 540 S.W.3d 

44, 55 (Tex. App.—Houston [1st Dist.] 2017, pet. denied). “Whether a case was filed 

without reasonable cause or for an improper purpose is a question of law for the 

court.” Moody, 634 S.W.3d at 281. We consider whether the trial court had sufficient 

information upon which to exercise its discretion and whether it erred in its 

5 The remaining 5% that went unawarded was for the counterclaim to dissolve the 

parties’ partnership and partition the partnership’s assets.
20

application of discretion. In re J.J.G., 540 S.W.3d at 55. When there is some 

evidence to support the trial court’s decision, there is no abuse of discretion. Moody, 

634 S.W.3d at 283. A trial court does not abuse its discretion simply by deciding a 

matter differently than an appellate court would. Downer v. Aquamarine Operators, 

Inc., 701 S.W.2d 238, 242 (Tex. 1985). The appellate court may not substitute its 

own judgment for the trial court’s judgment. Bowie Mem. Hosp. v. Wright, 79 

S.W.3d 48, 52 (Tex. 2002) (per curiam).

2. Analysis

A party may recover attorney’s fees only if specifically provided for by statute 

or contract. Epps v. Fowler, 351 S.W.3d 862, 865 (Tex. 2011). The availability of 

statutory attorney’s fees is a question of law that can be raised in a post-judgment 

motion. See Holland v. Wal-Mart Stores, Inc., 1 S.W.3d 91, 94 (Tex. 1999).

The Texas Business Organizations Code states that, “[o]n termination of a 

derivative proceeding,” the trial court “may order:”

the plaintiff to pay expenses the corporation or other defendant incurred 

in investigating and defending the proceeding if the court finds the 

proceeding has been instituted or maintained without reasonable cause 

or for an improper purpose[.]

TEX. BUS. ORGS. CODE § 21.561(b)(2).

A plaintiff seeking to derivatively enforce the rights of a corporation must be 

a shareholder. See Ritchie v. Rupe, 443 S.W.3d 856, 880–81 (Tex. 2014) 

(shareholders in closely held corporation can bring derivative action); Somers ex rel. 
21

EGL, Inc. v. Crane, 295 S.W.3d 5, 15 (Tex. App.—Houston [1st Dist.] 2009, pet. 

denied); see also Neff v. Brady, 527 S.W.3d 511, 521 (Tex. App.—Houston [1st 

Dist.] 2009, no pet.) (shareholder must bring derivative suit in corporation’s name

to recover for wrongs done to corporation). When standing has been conferred by 

statute, the statute serves as the proper framework for a standing analysis. Cernosek 

Ents., Inc. v. City of Mont Belvieu, 338 S.W.3d 655, 663 (Tex. App.—Houston [1st 

Dist.] 2011, no pet.); Gilbreath v. Horan, 682 S.W.3d 454, 488 (Tex. App.—

Houston [1st Dist.] 2023, pet. denied). 

Because Jafar is not a shareholder of Beaches, he does not “fall[] within the 

category of claimants upon whom the Legislature [has] conferred standing.” 

Nephrology Leaders & Assocs. v. Am. Renal Assocs. LLC, 573 S.W.3d 912, 916 

(Tex. App.—Houston [1st Dist.] 2019, no pet.) (“[C]ourts must determine whether 

a particular plaintiff has established that he has been injured or wronged within the 

parameters of the statutory language.”). The trial court found that Jafar “is not 

currently a shareholder in [Beaches] and has never been a shareholder at any time 

relevant to this proceeding, [so] the derivative action which he filed was instituted 

and maintained without reasonable cause.” Because evidence supports the finding, 

the trial court was justified in awarding attorney’s fees. See Moody, 634 S.W.3d at 

283.
22

Jafar also references his prior argument that Appellees had to plead that he 

lacked capacity to bring suit. But again, Jafar’s briefing does not provide appropriate 

citations to authorities and to the record to support his contention. TEX. R. APP. P.

38.1 (h), (i); see Tesoro Petroleum Corp., 106 S.W.3d at 128. Instead, he offers only 

brief conclusory statements. Because Jafar did not adequately brief this issue by 

providing supporting arguments, substantive analysis, and appropriate citations to 

authorities and the record, this complaint is waived. See Tesoro Petroleum Corp., 

106 S.W.3d at 128.

We overrule Jafar’s derivative action attorney’s fees issue.

B. Texas Theft Liability Act

Jafar contends that the trial court erred in awarding attorney’s fees under the 

TTLA because they were not pleaded and there was insufficient or no evidence of 

fees because Beaches and Mehboob did not segregate the fees.

1. Standard of Review

The availability of attorney’s fees under a statute is a question of law. Leteff 

v. Roberts, 555 S.W.3d 133, 140 (Tex. App.—Houston [lst Dist.] 2018, no pet.). We 

review questions of law de novo. Id. at 137.
23

2. Analysis

Beaches and Mehboob contend that they brought their “misappropriation” 

counterclaim under the TTLA. The trial court awarded them $4,120.50 in attorney’s 

fees under the statute. 

Jafar argues that Beaches and Mehboob did not include this claim in their 

counterclaim, thus depriving him of fair notice of the relief sought. See Stoner v. 

Thompson, 578 S.W.2d 679, 682–83 (Tex. 1979). But fair notice of a claim is given 

if the opposing party can understand from the pleading the nature and basic issues 

of the claim and the type of evidence that might be relevant. Horizon/CMS 

Healthcare Corp., 34 S.W.3d at 896. Jafar could have filed special exceptions 

compelling Appellees to clarify the basis of their attorney’s fees request, but he did 

not do so.6 See Sonnichsen, 221 S.W.3d at 635. Absent special exceptions, we 

construe pleadings liberally in favor of the pleader. Horizon/CMS Healthcare Corp., 

34 S.W.3d at 897. And as we previously concluded, any pleading defect on the 

underlying TTLA claim issue is waived.

Here, Beaches and Mehboob brought a counterclaim against Jafar for 

misappropriation but did not specify a statute that entitled them to attorney’s fees. 

Counterplaintiff brings this action; to recover any and all sums 

which Counterdefendant improperly and wrongfully misappropriated 

from the business. 

6 As stated, Jafar’s special exceptions to the TTLA counterclaim did not address the 

statutory authority for the attorney’s fees request.
24

. . .

It was necessary for Counterplaintiffs to bring this 

Counterpetition to present and to prosecute the claims asserted herein. 

Counterplaintiffs should be awarded their reasonable attorney fees for 

the services of their attorney. 

WHEREFORE Counterplaintiffs pray that the Court, after notice 

and hearing or trial, enter judgment in favor of Counterplaintiffs, 

dissolve the business relationship existing between Counterplaintiffs 

and Counterdefendants, enter its order partitioning both the business 

and real property and award Counterplaintiffs their costs of court, 

attorney’s fees, and such other and further relief as to which 

Counterplaintiffs may show themselves to be justly entitled both in law 

and in equity.

Beaches and Mehboob argue that their pleadings were general enough to 

allow recovery of attorney’s fees on any legal basis presented in the record despite 

not citing a specific rule or statute as the sole ground for a fees recovery. Whallon v. 

City of Hous., 462 S.W.3d 146, 165 (Tex. App.—Houston [1st Dist.] 2015, pet. 

denied) (if party pleads facts which, if true, entitles party to relief sought, party “need 

not specifically plead the applicable statute in order to recover [attorney’s fees] 

under it”); Heritage Gulf Coast Props., Ltd. v. Sandalwood Apartments, Inc., 416 

S.W.3d 642, 660 (Tex. App.—Houston [14th Dist.] 2013, no pet.) (general pleadings

are sufficient to support recovery of fees under any applicable theory, but if party 

pleads specific ground, party is “limited to that ground and cannot recover attorney’s 

fees on another, unpleaded ground.”). When the opposing party fails to specially 

except to a pleaded request for attorney’s fees, courts construe the pleading 
25

requesting fees liberally in favor of the pleader. Whallon, 462 S.W.3d at 165; see 

Patriot Contracting, LLC v. Shelter Prods., Inc., 650 S.W.3d 627, 656 (Tex. App.—

Houston [1st Dist.] 2021, pet. denied) (pleading supported request for attorney’s fees 

in judicial foreclosure proceeding even though parties did not invoke specific statute 

authorizing fees when parties sought judicial foreclosure, generally requested 

attorney’s fees, and trial court did not sustain special exceptions).

Here, Beaches and Mehboob pleaded the basis for their misappropriation 

claim and requested attorney’s fees as part of their pleadings. We conclude their 

claim for attorney’s fees is sufficiently general to permit them to argue any available 

legal basis to support the award of such fees. See Smith v. Deneve, 285 S.W.3d 904, 

916–17 (Tex. App.—Dallas 2009, no pet.) (party’s general pleadings allowed party 

to rely on any applicable provisions of law to support award of attorney’s fees when 

party did not cite to any specific rule or statute as sole ground for recovery of fees).

We overrule Jafar’s TTLA attorney’s fees issue.

C. Segregation of Fees

Jafar argues that because Beaches and Mehboob have failed to segregate their 

attorney’s fees amongst each claim they are not permitted to recover those fees. But 

Beaches and Mehboob did segregate fees between the counterclaim and the 

remaining claims. For the counterclaims, Beaches and Mehboob segregated the fees 

for the TTLA action from the dissolution action. But they did not segregate the 
26

remaining claims: the derivative action claims brought by Jafar on behalf of Beaches 

and the claims brought by Jafar individually. So, we now turn to our review of 

whether the attorney’s fees for those remaining claims required segregation.

1. Standard of Review

“Because attorney’s fees are recoverable only when provided for by statute or 

the parties’ contract, a fee claimant must segregate attorney’s fees that are 

recoverable from those that are not.” Hillegeist Fam. Enters., LLP v. Hillegeist, 667 

S.W.3d 349, 357 (Tex. App.—Houston [1st Dist.] 2022, no pet.) (citing Tony Gullo 

Motors I, L.P. v. Chapa, 212 S.W.3d 299, 310 (Tex. 2006)). The need to segregate 

attorney’s fees is a question of law, and the extent to which certain claims can or 

cannot be segregated is a mixed question of law and fact. Chapa, 212 S.W.3d at 

312–13; Khoury v. Tomlinson, 518 S. W.3d 568, 581 (Tex. App.—Houston [1st 

Dist.] 2017, pet. denied). The party seeking to recover attorney’s fees must show

that fee segregation is not required. Hellegeist Fam. Enters., 667 S.W.3d at 357. 

2. Analysis

If any attorney’s fees relate solely to a claim for which such fees are 

unrecoverable, a claimant must segregate recoverable from unrecoverable fees. 

Chapa, 212 S.W.3d at 313. “Intertwined facts do not make tort fees recoverable; it 

is only when discrete legal services advance both a recoverable and unrecoverable 

claim that they are so intertwined that they need not be segregated.” Id. at 313–14. 
27

“[T]o meet a party’s burden to segregate its attorneys’ fees, it is sufficient to submit 

to the fact-finder testimony from a party’s attorney concerning the percentage of 

hours related solely to a claim for which fees are not recoverable.” RM Crowe Prop. 

Servs. Co., L.P. v. Strategic Energy, L.L.C., 348 S.W.3d 444, 453 (Tex. App.—

Dallas 2011, no pet.); Young v. Dimension Homes, Inc., No. 01-14-00331-CV, 2016 

WL 4536407, at *10 (Tex. App.—Houston [1st Dist.] Aug. 30, 2016, no pet.) (mem. 

op.) (“[A]n attorney can satisfy his evidentiary burden by presenting evidence of 

unsegregated attorney’s fees and a rough percentage of the amount attributable to 

the claims for which fees are not recoverable.”).

Jafar argues that Beaches and Mehboob had to segregate fees between them. 

But Jafar has not provided this Court with citations to authorities to support this 

contention, so it is waived.7 See TEX. R. APP. P. 38.1(i); Banakar v. Krause, 674 

S.W.3d 564, 575 (Tex. App.—Houston [1st Dist.] 2023, no pet.) (“A failure to 

provide substantive analysis of an issue or cite appropriate authority waives a 

complaint on appeal.”).

This leaves us with reviewing the segregation of fees between recoverable and 

unrecoverable claims. See Chapa, 212 S.W.3d at 313. As evidence of their attorney’s 

7

Jafar cites to Stewart Title Guar. Co. v. Sterling, 822 S.W.2d 1 (Tex. 1991), but that 

case is inapposite. Sterling dealt with when a prevailing party was trying to recover 

attorney’s fees where there were multiple opposing parties and one opposing party 

had settled. Id. at 10–11. Here, no argument has been raised that there are multiple 

parties to recover from. 
28

fees, Beaches and Mehboob offered the testimony of one of their attorneys and his 

billing records. Counsel testified that the reasonable and necessary amount of 

attorney’s fees incurred by Beaches and Mehboob was $82,410. Jafar 

cross-examined counsel on whether he segregated recoverable from unrecoverable 

claims. Counsel responded that he had provided a percentage division of his work 

on the derivative action and on the counterclaim. Counsel also testified that 

defending against the derivative claim for conspiracy, which involved all claims 

raised by Jafar, meant that he could not segregate his work defending against Jafar’s 

claims for one defendant as opposed to the others. This included the fraud claim that 

was a direct claim by Jafar against Mehboob and not a derivative claim on behalf of 

Beaches. 

Because Jafar brought a derivative action without reasonable cause, Beaches 

and Mehboob may recover attorney’s fees for defending the derivative claims. See

TEX. BUS. ORGS. CODE § 21.561(b)(2). Jafar also pleaded a direct claim of fraud, 

which does not permit the recovery of attorney’s fees and would need to be 

segregated. See Chapa, 212 S.W.3d at 311. But attorney’s fees do not require 

segregation when the claims arise from the same transaction and counsel’s legal 

services advance both recoverable and unrecoverable claims. Id. at 313–14 (discrete 

legal services that advance both recoverable and unrecoverable claims need not be 

segregated). The pleadings on the derivative conspiracy claim alleged:
29

Defendants in combination with one another, agreed to enter an 

agreement to conspire to accomplish an unlawful purpose or lawful 

purpose by unlawful means detailed in the allegations noted above. The 

Defendants acted specifically with the intent to harm and defraud Beach 

& Beaches, Inc. DBA Port Shamrock and Jafar from his ownership 

interest in the business. Additionally, the Defendants acted in concert 

to misappropriate funds owned by Beach & Beaches, Inc. DBA Port 

Shamrock. To accomplish the object of their agreement, the Defendants 

committed an overt and unlawful act of misappropriating funds from 

Beach & Beaches, Inc. DBA Port Shamrock and usurping the stock 

owned by Jafar, The agreement by the Defendants caused injury to 

Beach & Beaches, Inc. DBA Port Shamrock and Jafar.

Beaches and Mehboob’s counsel testified that the conspiracy claim caused the 

defense of one defendant to become the defense of all defendants, so the billing on 

Jafar’s claims could not be segregated. Beaches and Mehboob also provided a billing 

spreadsheet describing the legal services performed and detailing the dates, hours 

spent, and hourly rate. They thus presented enough evidence to support a 

presumption of reasonable and necessary attorney’s fees. See Rohrmoos Venture v. 

UTSW DVA Healthcare, LLP, 578 S.W.3d 469, 498–99 (Tex. 2019). Because the 

conspiracy claim implicated all defendants for the conduct of any of them, the work 

for the recoverable and unrecoverable claims were so intertwined that they need not 

have been segregated. See Chapa, 212 S.W.3d at 312–14. Beaches and Mehboob

also properly raised that it was not just intertwined facts that made unrecoverable 

fees recoverable but that the nature of the claims meant that counsel’s legal services 

advanced both a recoverable and unrecoverable claims. Id. at 313 (intertwined facts 
30

alone do not make unrecoverable fees recoverable, discrete services provided must 

have advanced both types of claims). 

We overrule Jafar’s segregation issue.

Partitioning Port Shamrock and the Land

Jafar complains that the trial court erred in partitioning Port Shamrock and the 

land it sits on by forced sale from Jafar to Mehboob, rather than ordering a sale and 

division of the proceeds. The trial court did not specify the statutory basis for the 

partition, and Jafar did not request findings on this point. Two possible bases for 

partition have been suggested by the parties—the Texas Property Code and the 

Texas Business Organizations Code. See TEX. PROP. CODE § 23.001; TEX. BUS.

ORGS. CODE § 11.314. We apply the de novo standard of review to the trial court’s 

legal conclusions. See BMC Software Belgium, 83 S.W.3d at 794. 

A. Law

A joint owner or claimant of real property or an interest in real property “may 

compel a partition of the interest or the property among the joint owners or 

claimants.” TEX. PROP. CODE § 23.001. If the trial court determines property is 

incapable of partition in kind, then the trial court must order partition by sale. TEX.

R.CIV. P. 770; See Bowman v. Stephens, 569 S.W.3d 210, 221 (Tex. App.—Houston 

[1st Dist.] 2018, no pet.).
31

Section 11.314 of the Texas Business Organizations Code authorizes trial 

courts to order the winding up and termination of a domestic partnership on the 

application of a partner if it finds that “another owner has engaged in conduct 

relating to the entity’s business that makes it not reasonably practicable to carry on 

the business with that owner.” TEX. BUS. ORGS. CODE § 11.314(2).

B. Analysis

Jafar is correct that under the Texas Property Code, “[a] joint owner or 

claimant of real property or an interest in real property . . . may compel a partition 

of the interest or the property among the joint owners or claimants.” TEX. PROP.

CODE § 23.001. And that when a partition in kind is not possible, the trial court must 

order a partition by sale. See TEX. R. CIV. P. 770; see also Bowman, 569 S.W.3d at

220. Thus, the trial court’s order of partition of Port Shamrock and the land by 

compulsory sale from Jafar to Mehboob is not supported under this legal theory. 

Mehboob argues that partitioning Port Shamrock and the land by forced sale 

to him is permitted under Sections 11.314 and 11.054 of the Texas Business 

Organizations Code. See Guar. Cnty. Mut. Ins. Co. v. Reyna, 709 S.W.2d 647, 648 

(Tex. 1986) (per curiam) (judgment that is correct on any legal theory before trial 

court will be upheld even if trial court’s reasoning is erroneous); see also 

Horizon/CMS Healthcare Corp., 34 S.W.3d at 897 (pleadings are construed liberally 
32

in pleader’s favor unless opposing party specially excepts). The counterclaim to 

dissolve the partnership between Jafar and Mehboob states: 

Additionally, Counterplaintiff brings this action to dissolve his 

relationship with Counterdefendant and to partition the business and to 

partition the land in accordance with each party’s interest. In that 

connection, Counterplaintiff, Mohammed would show that he 

contributed more than 50% of the purchase price of the business and he 

contributed all of the purchase price of the land and building, in the 

event that it is established that Counterplaintiff was reimbursed for any 

portion of such purchase price then the parties’ interests should be 

adjusted accordingly.

The trial court ordered that the partnership between Jafar and Mehboob “be 

and is hereby judicially dissolved.” Section 11.314 authorizes the trial court to order 

the winding up and termination of a domestic partnership on the application of a 

partner if it finds that “another owner has engaged in conduct relating to the entity’s 

business that makes it not reasonably practicable to carry on the business with that 

owner.” TEX. BUS. ORGS. CODE § 11.314(2). 

When the trial court’s findings of fact address a ground of recovery, but omit 

an element, we may infer the missing element because the judgment is presumed 

valid. See TEX. R. CIV. P. 299; see also Hailey v. Hailey, 176 S.W.3d 374, 383–84 

(Tex. App.—Houston [1st Dist.] 2004, no pet.); Vickery v. Comm’n for Law.

Discipline, 5 S.W.3d 241, 251–53 (Tex. App.—Houston [14th Dist.] 1999, pet. 

denied) (presumptive validity of judgment may apply even stronger in bench trial). 

Here, the trial court found that Jafar “wrongfully misappropriated a minimum of 
33

$50,000.00 from the business of Port Shamrock.” So, there is support for the trial 

court’s dissolution of the partnership under section 11.314(2) of the Texas Business 

Organizations Code. 

Next, we review whether section 11.054 permits the trial court’s order of 

partition. It provides that, “[s]ubject to the other provisions of the code,” in 

supervising the winding up process, the trial court may “make any other order, 

direction or inquiry that the circumstances may require.” TEX. BUS. ORGS. CODE

§ 11.054(3). Mehboob contends that while Rule 770 provides that the trial court 

should order a sale when a fair and equitable division of real estate cannot be made, 

TEX. R. CIV. P. 770, no similar provision appears in the Texas Business 

Organizations Code. See TEX. BUS. ORGS. CODE § 402.005(a)(l). But that is 

incorrect. 

The trial court ordered the winding up and termination of the “partnership” 

between Jafar and Mehboob. See id. § 11.314(2). Winding up of a domestic entity is 

required when a court orders the “winding up, dissolution, or termination of the 

domestic entity.” Id. § 11.051(5). Once an event requiring the winding up of a 

domestic entity occurs, the owners are required to, “as soon as reasonably 

practicable, wind up the business and affairs of the domestic entity.” Id. § 11.052(a). 

Section 11.052 also requires that the entity shall: “cease to carry on its business, 

except to the extent necessary to wind up its business; . . . [and] collect and sell its 
34

property to the extent the property is not to be distributed in kind to the domestic 

entity’s owners or members . . . .” Id. § 11.052(a)(1–3). Section 11.054 explicitly 

states that the powers it grants are “[s]ubject to the other provisions of this code[.]”

Id. § 11.054. Construing Section 11.054 to permit the trial court to force a sale of 

Jafar’s interests to Mehboob would directly conflict with the requirements of a 

winding up process under Section 11.052. See id. § 11.052(a)(3). So, this alternative 

theory for the sale of Jafar’s interest in the business and land also fails.

Lastly, Mehboob argues that the Business Organizations Code provides that a 

person ceases to be a partner on an event of wrongful withdrawal, so the partnership 

has an automatic right to redeem Jafar’s interest. A partnership may redeem the 

“interest of a partner who wrongfully withdraws” on “the completion of a particular 

undertaking, or the occurrence of a specified event requiring a winding up of 

partnership business . . . .” See id. § 152.602(b). A wrongful withdrawal of a partner 

occurs when “the partner is expelled by judicial decree under Section 

152.501(b)(5).” See id. § 152.503(b)(3). A trial court may determine to expel a 

partner “on application by the partnership or another partner.” See id.

§ 152.501(b)(5). But Mehboob made no claim to expel Jafar from the partnership, 

so that claim was not before the trial court. By Mehboob’s own admission, the 

counterclaim was for “dissolution.” “A trial court cannot enter judgment on a theory 

of recovery not sufficiently set forth in the pleadings or otherwise tried by consent.” 
35

Hartford Fire Ins. Co. v. C. Springs 300, Ltd., 287 S.W.3d 771, 779 (Tex. App.—

Houston [1st Dist.] 2009, pet. denied).

Accordingly, we sustain Jafar’s issue about partitioning Port Shamrock and 

the land it is on. Given this resolution, we do not address Jafar’s issues on whether 

offsets and credits should be considered in partitioning Port Shamrock and the land. 

See TEX. R. APP. P. 47.1.

Scope of Remand

Having found reversible error, we now consider the scope of remand. See TEX.

R. APP. P. 44.1(b) (“If the error affects part of, but not all, the matter in controversy 

and that part is separable without unfairness to the parties, the judgment must be 

reversed and a new trial ordered only as to the part affected by the error.”).

Because the trial court’s dissolution of the partnership, determination of value, 

partitioning of partnership assets, and credits or offsets awarded are all interwoven, 

they are not separable without unfairness. See Downing v. Burns, 348 S.W.3d 415, 

428–29 (Tex. App.—Houston [14th Dist.] 2011, no pet.) (remanding for new trial 

on claims that were not separable without unfairness to the parties); see also TEX. R.

APP. P. 44.1(b). We thus reverse and remand those portions, but do not reverse or 

remand the TTLA issues, the issues on ownership of Port Shamrock and Beaches 

and their status as separate entities, or the attorney’s fees issues.
36

Conclusion

Having sustained Jafar’s final issue, we reverse the trial court’s judgment as 

to the dissolution, determination of the value, and partitioning of Port Shamrock and 

the land by allowing Mehboob to purchase Jafar’s interest. This includes considering 

whether remediation costs and offsets should be applied toward Port Shamrock’s 

and the land’s division. We reverse these portions of the judgment and remand them 

to the trial court for further proceedings consistent with this opinion. See TEX. R.

APP. P. 44.1(b). We affirm the remainder of the trial court’s judgment.

Sarah Beth Landau

Justice

Panel consists of Chief Justice Adams and Justices Landau and Rivas-Molloy.