### T E X A S C O U R T O F A P P E A L S , T H I R D D I S T R I C T , A T A U S T I N

NO. 03-18-00012- CV

MJAH Holdin gs, LLC, App ellant

v. Andrew J. Hens on, App ellee

F ROM TH E DISTRI CT COURT O F TRAVIS CO UNTY, 200 TH JUDICI AL DISTRICT NO. D-1 -GN-1 5-0 0349 3, H ONO RAB LE JAN SO IF ER, JUDGE P RESIDING

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

MJ AH Holdings, L L C, appea ls a take- nothing judgme nt rende red afte r a bench
t ri al in its suit ag ainst Andre w J

. Henson arising out of disputes rela ted to Henson ’s wo rk fo r MJ AH. Although the trial court found th at Henson brea ched his fiduciar y duties to MJ AH and brea ched a

consulting ag ree ment executed by the par ties, it awarde d no damag es ar ising fr om that conduct. MJ AH challeng es t h e s u fficie ncy of the evidenc e supporting the trial court’s finding of no damag es. We will affirm.

BACK GR OUND

MJ AH is a limit ed liability company owned by Mark Jansen, Andre w Henson, a nd
H-M Co. The company was formed to lease commerc ial equipment used to pump and sprea d

1 hog manure as fer

tiliz er on Midwestern far m fields. J ansen testif

i ed t h at the idea to form MJ AH
H-M Co. is a trust manag ed by Henr y Gailliot. 1orig inated whe n Henson sug g ested to him that it wa s a rela tively simple business and that Henson

had rela t i o n s h i p s wi t h many far mers in the are a. MJ AH beg an opera ting in the spring of 2013.
Acc ording to J ansen, in the summer of that y ear Henson sug g ested that the comp any pursue the additional line of b u s i n es s of providing the actua l pumping and transfe r service s associate d with moving hog manure from holding ponds and sprea ding it onto the fields. J ansen testified that MJ AH purcha sed over a milli on dollars worth of heavy equipment, including J ohn Dee re trac tors, manure bars, and hos es n eede d to perf orm the pumping and sprea ding service s. MJ AH purcha sed the equipment using financ ing arr ang ements with J ohn Dee re and lo an s fr o m H-M Co., Gailliot, and
J ansen. J ansen stated t h at the manure pumping business was more complex than simply leasing equipment and that it was important to have an “experienc ed play er” involved. For this experience , J ansen relied on Henson and Ry an Ke nt, an acqua intance of Henson, who enter ed into a profitsharing arr ang ement with MJ AH. At trial, Ja n s e n p r o vided the following descr iption of the business:

Thi s wa s a business that had a very mature marke t. There was collater al associate d—it was a rela tively safe investment in the sens e t hat we had collater al associate d with our investment. And so, y ou know, our ability to either rea liz e a return if business went we ll was g ood and at the same ti me i f t hings didn’t go we ll we ha d a pathwa

y for g etting our

money back.

I n J u l y 2013, Henson sent J ansen an email listi ng the names of seven poten t i al
customers and an estimate of the amount of manure to be pumped for eac h customer. Acc ording to Henson’s estimate, these customers could provide an annual reve nue of $907,200. Henson stated 2
in his email that he and Kent “would persona lly g et eac h and ever y custom er t o s i g n a contra ct.”

This calcula tion was based on c harg ing 0.018 c ents per g allon pumped. 2 2Henson sent additional fore casts for business in the fall of 2014 and ag ain in the spring of 2015.

J ansen testified that he relied on Henson’s customer lists to projec t MJAH’s reve nues. Acc ording
to J ansen, the “proje ctions looked promising” and “at least in some instances [MJ AH] had contra cts with some of the individuals.”

I n Marc h of 2015, J ansen em ai l ed He n s on to inquire about a number of items, including “the status of the bank financ ing and [Henson’s] plan to pay off the debt that the company has.” H enson re sponded:

The company shows too much debt (John Dee re and I nvestors). The company is also showing no cash flow. The calc ulations of the company have shown a Neg ative net balanc e for the s econd y ear in a row. The depr ecia tion is not making it possibl e to Actually roll back over 25%. When the depre ciation ends there will be a larg e g ain, at that time I will have invested enoug h to make that y ear which will not be allowed any more depre ciation to r oll ove r what is neede d to be 60% owner in the company . This y ear I will take all ear nings from harve sting, which is showing to be more than expected, and se nd that amount to MJ AH Holding L L C. Estim ating $120,000 this y ear (2015). Perce nt will incre ase to 37% (2015). This y ear we will show a Posit ive Net Ba lance

. I will make sure the investment is made before t h e en d o f the fall season to show the 37% so the Perce nt can be rolled back into the company making my persona l investment close to $20 0 , 0 0 0 this y ear . I will try to pull in more customers over the summer mon t h s to prolong the leng th of the fall season to incre ase our

Net Ga ins. Hopef ully by the end o f the Spring Season 2016 I will be at 60% owner ship and when I do g et to that point I will use my ear nings to pay the debt off that the company has (I nvestments and J OHN DEERE). L ets hit these numbers this y ear and we can pay the debt off

fast. 3 (Capitalizations i n orig inal).

J ansen testified that the long rang e plan was to have Henson invest in the business over 3 time to eliminate MJ AH’s debt and “ultimately leave him as the entre prene ur, running the business, owning most of the company .” Acc ording to Jansen, at that point he and Gailliot would no longe r b e i nvolved in running the business but would “g et to participa te essentially in [Henson’s] g ood fortune.” 3J ansen testified that Henson’s promises to pay down the company debt and incre ase his owner ship

perc entag e did not materia liz e. J ansen also testified that MJ AH never “ac tually hit [t he] numbers” 4
Henson ha d fore caste d, althoug h the company was “ kind of moving in the r ight dire ction.”
J ansen testified that the p ro j ec t i on was that MJ AH would g ener ate reve nue of betwee n $800,000 and $1 milli on per y ear , allowing it to pay off its entire debt in four y ear s. Assuming that plan came to fruition, J ansen estimated that MJ AH would have more than $300,000 available for distributions. I n actua lity , howeve r, acc ording to Jensen “the whee ls started to come off” in 2015 and the company “ende d up seeing a bunch of things that we hadn’t expected.” J ansen stated that He nson repr esente d to him that MJ AH had hundr eds of thousands of dollars in billings but that “the money wasn’t coming in” and he g rew conce rned about MJ AH’s ability to make
p a y me n ts to v e n d o r s a

n d s e c u r e d c r e d it o r s s u c h a s Jo h n D e e r e . U lt im a te ly , Ja n s e n in s tr u c te d H e n s o n
to stop using MJ AH’s equipment beca use the company was g oing to transfe r it to Kent, who J ansen believed to be a capa

ble opera tor. J ansen testified, howeve r, that he was unable to locate or rec over the company ’s equipment. Eventually , Henson g ather ed the equipment he could find and it was sold at price s substantially

below wha t MJ AH had pa id for it. J ansen te stified that he was told that the
proce eds of the sa le of e quipment were used to satisfy MJ AH’s de bt.
Henson also testified at trial reg arding MJ AH’s opera ti o n s . Henson stated that he

en countered problems conducting company business beca use MJ AH had no opera ting cas h

. Acc ording to Henson, there wer e instances when MJ AH co uld not provide service s for the next

J ansen stated, “[Henson] just kept say ing, y ou know, it’s coming , y ou know, he’s inheriting 4 land, or he’s selling the crops or something. But he just ke pt te lling us it was coming , but it never actua lly did.” 4c u s to me r b e c a u s e H e n s o n h a d n o mo n e y a v a il a b le to h im

. H e n s o n te s ti f

ie d th a t th e r e w e r e n

u me r o u s bills that he sent to J ansen for p aym en t t h at wer e not timely paid, including bills for equipment
repa ir. Henson testified tha t without thi s equipment, he c ould not pump manure from the holding tanks. Henson state d:

I couldn’t aff

ord for hotel rooms. I couldn’t aff ord for fuel to g et back to the jobsite. And there ’s times where . . . I couldn’t even aff

ord

. . . food for my self whe n we’ re doing these larg e jobs. There was a larg e job in Minnesota that g ot—weathe r rela ted, that froze over and eventua lly thawed back out a littl e bit, but

. . . we probably could have done a littl e bit more work there if there was some opera ting cash flow and bills wer e paid on time to g et this equipment available to do the job.

Henson testified that the problem with bills not being paid, which he attributed to J ansen, beg an in 2013 and continued thr oug h 2014 and 2015.

Wit h reg ard to the business prospec ts Henson identified to J ansen at t h e outset of
opera tions, Henson testified th at h e h ad b een overly optimis tic in projec ting that MJ AH could do annual business of a milli on dollars in 2013, 2014, and 2015. Henson stated that he was “excited
to come into the business” and that he looked at a map and “just basica lly wrote down [] the maxes of all the manure application that could possibly happen, and didn’t count in for [] all the elements

o f s u r p r is e . ” H e n s o n s ta

te d th a t h e h a d n o t ta

k e n in to a c c o u n t w e a th e r a n d la b o r f a c to r s . Wi th r e g a

r d
to the 2014 projec tions, Henson stated that he had not anticipated that one of the company ’s trac tors would get hi t by lightning and remain unrepa ired. Simi larly , Henson’s 2015 business projec tions

wer e based on the assumption that this trac tor would be opera ble, and it was not. When asked about the damag e calc ulation prese nted by J ansen, Henson ag ree d that the calc ulation did not include any

5cost of repla cing equipment or purcha sing new equipment, which would have been n ec es s ar y to

continue oper ations.

J ansen provided the only testimony reg arding the damag e s h e a lleg ed MJ AH suffe red

as the result of Henson’s conduct. Starting with a company g rowth rate of 100 perc ent afte r the first
y ear , J ansen ex t ra p olated MJ AH’s g rowth rate sever al y ear s into the future and then reduc ed the expected g rowth rate over time. J ansen testified that he val u ed MJ AH not only based on its own
actua l perf

ormanc e, but also attempted to compare it to “industry compar ables.” J ansen testified that He n s o n ca u s ed the company to fail and that the lost business value for the company was approximately $1.6 milli on. J ansen arr ived at this number by using three methodologie s to calc ulate the value of MJ AH as an enter prise and aver ag ing the three values, arr iving at $1.639 milli on. The first me th o dology , which J ansen called the “S&P Methodolog y ,” assig ned a business value to MJ AH by multipl y ing a projec ted rolling twelve- month EBI DT A for the second quarte r of 2016 by the 5
S&P 500 price -to-ca sh flow m ultiple for J une 2016 and dis counting the resulting value by 50%.

6 7
The S& P Methodolog y valued MJ AH at $2.073 million. The second me thodology , which Jansen called the “Compara

ble Methodolog y ,” assig ned a business value to MJ AH by multipl y ing the same projec ted EB I DTA for

MJ AH by the price-to-c ash flow multipl e of a comparable company . As a

The initialis m “EB I DTA” stands for “ea rning s befor e interest, depre ciation, taxes, and 5 amortization.” The S&P 500 is an Americ an stock marke t index based on the marke t capitaliz at i o n s 6 of 500 larg e companies having common stock list ed o n t h e NYS E, NASDAQ, or the Cboe BZ X Ex chang e. See S&P 500 I ndex, https:/ /en.wikipedia.or g /wiki/S %26P_500_I ndex (last visited Marc h 27, 2019). J ansen testified that he discounted by 50% to ref lect that MJ AH was not a publicly trade d 7 company , was illiquid, and fac ed g rea ter risk fa ctors than those inc luded in the S&P 500 ave rag e. 6compa

r a b le c o mp a n y , Ja n s e n c h o s e U n it e d Re ntals, a publicly trade d company that J ansen contende d

was simil ar to MJ AH beca use both companies rente d larg e piece s of equipment. The Comparable 8 Methodolog y valued MJ AH at $1.131 milli on. The t h i rd methodology , which J ansen called the “Discounte d Cash Flow Methodolog y ,” applied a 25% discount rate to the projec ted cash flows of
MJ AH assuming a three perc ent g rowth rate and then assig ned a value for the company equal to the
ag g reg ate amount of those cash flows. The Discounted Cash Flow Methodolog y valued MJ AH at $1.713 milli on. J ansen testified that the lost business value of MJ AH was the aver ag e of these three numbers—$1.639 million.

During cross-e x amination, J ansen was asked about MJ AH’s profitabil i t y from a
tax standpoint. He testified that in 2013, MJ AH showed ordinary business income of neg ative $ 1 1 4 ,309. J ansen also stated that he imag ined that MJ AH’s tax returns for 2014 and 2 0 1 5 al s o showed business losses.

At the conclusion of trial, the trial court signe d a judgme nt that included its finding s that, althoug h Henson brea ched the Manag ement and Consulti ng Ag ree ment and b re ac h ed his fiduciar y duties to MJ AH, his conduct did not constitute fra ud or conver sion. The trial court further found t hat M J AH had not substantiated i ts claims for damag es resulting from Henson’s br eac h of the ag ree ment or of his fiduciar y duties to MJ AH. T h e t ri al court rende red judgme nt that MJ AH take nothing by way of its claims ag ainst Henson and filed finding s of fac t and conclusions of law. This appea l followed. MJ AH’s two issues reduc e to a challeng e to the fac tual sufficie ncy of the

One of MJ AH’s e x hibits describes United Renta ls, I nc. as an equipment re ntal company 8 founded in 1997 that ope rate s 897 rental locations in t he United States a nd Canada

. 7evidenc e supporting the trial court’s failure to find that MJ AH suffe red $1.639 milli on in damag es

resulting from He nson’s conduc t.

DISCUSSIO N

I n an appeal from a judgment rendere d afte r a bench trial, th e trial court’s findings of fac t have the same weig ht as a jury ’s verdic t, and we revie w the fac tual sufficie ncy of the evidenc e
to support them as we would revie w a jury ’s finding s. See Catali na v. Blasdel , 881 S

. W

. 2 d 295,
297 (T ex . 1 9 9 4). I n revie wing a fac tual-suffic iency challeng e, we examine the entire rec ord and consider and weig h all the evidenc e, both in support of and contra ry to the challeng ed finding

. Ortiz
v. Jones , 917 S.W .2d 770, 772 (Tex. 1996). When, as her e, a pa rty attacks the fac tual sufficie ncy of the evidenc e supporting an adver se finding on an issue on which it has the burden of proof, it
must demonstrate on appea l that the adver se finding is ag ainst the g rea t weig ht and preponde ranc e of t he evidence. Ur i s t a v. Bed, Bath & Bey ond, Inc. , 245 S.W .3d 591, 601 (Tex. App.—Houston [1st Dist.] 2007, no pet.). We r eview the trial court’s conclusions of law de novo. BMC Software Belg i u m, N

. V

. v. Marchand , 83 S.W .3d 789, 794 (Tex. 2002). Although an appellant may not challeng e a trial co u rt ’s co nclusions of law for fac tual sufficie ncy , we revie w de novo the trial court’s le g al conc lusions drawn fr om the fac ts to determine whe ther the c onclusions are corr ect.

Wit h reg ard to MJ AH’s damag es alleg edly resulting from Henson’s conduct, the court made the following finding s:

FO F 1 0 : Henson’s reve nue projec tions and fore casts wer e inacc urate , and by his own admission, “over ly

optimis tic.”
FOF 11: MJ AH wa s never profitable.

8FOF 12: One problem was that Henson made reve nue projec tions based on the lease

or purcha se of trac tors and manure sprea ding equipment, some of which wer e never purcha sed or lea sed by

MJ AH, despite H enson’s re quests and re commendations.
FOF 18: Plaintiff MJ AH failed to meet its burden of proof on how much money was i n v ested in the company ; how, when, and why the money was spent; how much money was rec eived for service s provided by the company ; how the money rec eived wa s ac co unted for; or who was at fault when cer tain of the equipment purchas ed and lea sed for

the company

was not re cover ed af

ter MJAH terminated [Henson].
FOF 20: MJ AH’s da

mag es we re not substantiated.
FOF 21: Mark Jansen, an interested party , provided the only testimony or evidenc e of MJ AH’s damag es, based upon compar isons and methodologie s that wer e neither cre dible nor reliable

. Specifica lly , J ansen de veloped a lost profit model for MJ AH (w h ich had never been profitable, was a service business opera ted in four s t at es with no employ ees, and only eng ag ed Henson as an independe nt co n t ra ct o r on a reg ular basis, with one to two people working for him), in pa rt by compar ing it to a publicly trade d company , United Rentals, I nc. (which lease s equipment, but does not provide any service s), with some 897 branc hes in 49 states and 6 Canadian province s, and 12,400 employ ees. His profit model also used two other methods (including compar isons to businesses in the S & P index ) t h at wer e not cre dible or fair c omparisons to MJ AH. J ansen’ s opinion that MJ AH had sustained lost profits a n d /o r lost market value of

$1.6 milli on was based upon specula tion, improper a nd unfair compar isons, and methodologie s that were not cre dible.

The trial court conclude d that MJ AH “did not prove its damag es by competent, cre dible evidenc e.”

On appea l, MJ AH contends that the evidenc e is fac tually insufficient to support the trial court’s damag es finding s. To preva il, MJ AH must demonstrate that the trial court’s finding is
ag ainst the g rea t weig ht and preponde ranc e of the evidenc e prese nted at trial. See Dow Chem. Co. v. Francis , 46 S.W .3d 237, 242 (Tex. 2001) (par ty attacking fac tual sufficie ncy of evidenc e supporting adver se finding on which it had burden of proof must demonstrate that finding i s aga i n st g rea t weig ht and pre pondera

nce of evidenc e). We c onclude MJAH has failed to do so.

9MJ AH first asser ts that the trial co u rt ’s failure to awa rd damag es for lost profits
was ag ainst the gre at weight and preponde ranc e of the evidence. MJ AH presented the co u rt with

no evidenc e of lost profits; rathe r, the only testimony or evidenc e of MJ AH’s damag es was J ansen’ s testimony reg arding his business valuation of MJ AH usi ng the t hree methodologie s he d es cr i bed.
“L ost profits” are damag es for the loss of net income to a business and, broadly speaking , ref lect income from lost business activity less the expenses that would have been attributable t o t h at activity

. Miga v. Jense n , 96 S.W .3d 207, 213 (Tex. 2002). The calc ulation of lost-profits damag es

m u s t b e b as ed on net profits, not g ross reve nue or g ross profits. See Holt Atherton Indus., Inc. v. Heine , 835 S.W .2d 80, 83 n.1 (Tex. 1992); Kellmann v. W orkstation Integrations, Inc. , 332 S.W .3d 679, 684 (Tex. App.—Houston [14t h Dist.] 2010, no pet.). The injured parties must do more than show that they suffe red some lost prof its. See Holt Atherton Indus. , 835 S.W .2d at 84. They must demonstrate the amount of the loss with rea sonable certainty , by competent evidenc e. Id. What constitutes rea sonably cer tain evide n ce o f lost profits is a fac t-intensive deter mination. Id. At a minimum , opinions or estimates of lost profits must be based on objective fac ts, fig ures, or data from which the amount of lost profits may be asce rtained. Id. The bare asser tion that contra cts wer e lost d o e s n o t d e mo n s tr a

te a r e a s o n a

b ly c e r ta in , o b je c ti v e d e te r

mi n a ti o n o f lo s t p r o f

it s . I d

. a t 8 5

. T o s u

p p o r t the recover

y of l ost profits , t h e record mus t contain evidence sustaining one complete calculation of lost profits. Id. MJ AH prese nted no such calc ulation, and the court’s failure to awa rd an amount of dama g es for

lost profits was not ag ainst the g rea t weig ht and pre pondera

nce of the evidenc e. MJ AH n ext arg ues that the trial court’s failure to awa rd damag es for MJ AH’s l o s t b u s i n es s v alue was err or. MJ AH relies on Sawyer v. Fitts , 630 S.W .2d 872, 874-75 (Tex.

10App.—F o rt W o rt h 1982, no writ), in which the court held that, under Texas law, “the proper

measure of damag es for destruction of a business is mea sured by the diffe renc e betwe en the va lue of the business befor e and afte r the injury or destruction.” Even assuming, howeve r, that MJ AH’s demise as a g oing conce rn was cause d by Henson, the trial court found that the business valuations 9
prese nted by J ansen wer e not cre dible, mainly beca use they wer e based on businesses that wer e not
compar able to MJ AH. The evidenc e amply supports this finding

. Finding no information on either publicly or nonpublicly trade d manure sprea ding companies, J ansen turned to U nited Rentals, I nc. and a model based on the S&P 500, neither of which bear simil arity to MJ AH. J ansen, an interested party , provided no objective basis for the various discount rate s he used in his calc ulations. The trial
court’s failure to awa

rd the $1.639 milli on J ansen soug ht as lost business value for MJ AH was not
ag ainst the g rea

t weig ht and pre pondera

nce of the evidenc e and, c onsequently , not error

. Additionally , in order t o re co v er damag es for lost profits or lost business value,
MJ AH was require d to prove that its alleg ed injuries wer e cause d by Henson’s conduct. See Hunter Bldgs. & Mfg., L.P. v. MBI Glob., L.L.C

. , 436 S.W .3d 9, 18 (Tex. App.—Houston [14t h Dist.] 2014, pet. denied) (re quiring direc t causa l link bet we en lost-profits damag es, actions of defe ndant, and in ju r y s u f f e r e d )

. I n th is c a s e , th e r e is a

t le a s t d is p u te d e v id e n c e o n c a u s a ti o n . A lt h o u g h Ja n s e n b la me d the business’s failure on Henson’s conduct, Henson testified that the company was underf unded to the extent that he was unable to purcha se food and fuel or to make repa irs to ne cessa ry equipment.
T o the extent J ansen ascr ibes the company ’s illiqui dity to Henson’s failure to make anti ci p at ed

I n t h at reg ard, we observe that there was evidenc e prese nted at trial that Henson was 9 unable to succe ssfully acc omplish MJ AH’s business objectives due to a lack of cash flow to support day -to-day

opera tions and the absenc e of ne cessa ry equipment. 11capital contributions, the evidenc e at trial was that Henson had “options” to incre ase his owner ship

o f M J AH throug h investments of capital, not that he was obliga ted to do so. To the ex t en t t h e business model relied on Henson to inject capital into the company from money he ear ned from his
own, unrela ted, business activities, that g oal was mere ly aspirational. There is evidenc e to support the conclusion that the MJ AH business plan failed not beca use of Henson’s brea ch of contra ct

or of h i s fi duciar

y duties but, rathe r, was the predic table result of a strateg y based larg ely on the predic t i o n s and abilities of an untested entre prene ur who was, by his own admission, overly optimis tic about MJ AH’s pr ospects.

Finally , MJ AH asser

ts that, b e cause there was “objec tive evidenc e of injury ,” the trial

c o u r t’ s f a il u r e to a w a r d a n y d a ma g e s w a s a g a in s t th e g r e a t w e ig h t a n d p r e p o n d e r a

n c e o f th e e v id e n c e . MJ AH p o i n t s t o t est imony that Henson (1) failed to collect outstanding invoices; (2) eng ag ed in competitive business activities using equipment owned by MJ AH, which “litera lly t ook money
out of MJ AH’s pocket”; (3) “potentially ” obli g at ed M J AH to hundreds of thousands of dol lars in unauthorized equipment purcha ses; and (4) failed to deliver equipment to MJ AH, which prec luded its continued business operations. MJ AH did not, howeve r, quantify any of t hese alleg ed inj uries

as part of its evidenc e of damag es, nor does it appea r to have convince d the trial court that Henson’s conduct cause d MJ AH’s losses. I nstead, MJ AH relied solely on J ansen’ s testimony reg arding lost business value and reque sted an awa rd of $1.639 milli on based on that theory

. The trial court was
not asked at trial to awa

rd damag es for the categ ories of injuries MJ AH now identifies on appea l,

nor did MJ AH submit proposed finding s of fac t reg arding these ty pes of damag es. There was no competent uncontrove rted evidenc e admitted at trial from which a fac tfinder could dete rm i n e the

12amount of uncollecte d outstanding invoices, the amount of money Henson’s alleg edly competitive

business activities “took o u t o f M J AH’s pocket,” or the amount of the alleg edly unauthorized equipment purcha ses. Assuming MJ AH had prese rved the alleg ed err or, we cannot conclude on this

rec ord that the trial court’s failure to awa rd damag es for these cate g ories o f al leg ed injuries was
ag ainst the g rea

t weig ht and pre pondera

nce of the evidenc e.

CONCLUSION
F o r th e r e a s o n s s ta

te d in th is o p in io n , w e o v e r r u le M JA H ’ s c h a ll e n g e to th e s u f f ic ie n c y of the evidenc e supporting the trial cour t’s failure to awar d damag es to MJ AH. The trial court’s 1 0 judgme nt is affirmed.

__________________________________________ Chari L . Kelly , J ustice
Be fore Chief J ustice Rose, Jus tices Ke lly and Smith Affir med Filed: Mar ch 29, 2019

Having overr

uled MJ AH’s challenge s to the sufficie ncy of the evidenc e supporting the 1 0 trial court’s finding that MJ AH failed to substantiate its damag es, we need not addr es s M J AH ’s alterna tive challeng e to the trial court’s conclusion that “He nson’s conduct was excused by lache s.” See Tex. R. App. P. 47.1 (cour t of appea ls opinion must addre ss ever y issue raised and nece ssary to final disposition of appeal)

. 13