Affirmed as Modified and Memorandum Opinion filed September 20, 2018.

In the

Fourteenth Court of Appeals 

NO. 14-17-00099-CV

THE PEOPLES CLUB OF NIGERIA, USA, AND THE PEOPLES CLUB OF 

NIGERIA INTERNATIONAL, Appellants 

v. 

ALPHONSUS OKPARA, ERNEST ONWUHARONYE, JUDE 

AKUECHIAMA, CLEMENT EZEBUIKE, ANTHONY AGU, HAROLD 

AGIM, SAN EJIOFOR, CHRISTIAN ASHIBUOGWU, JOHN 

ORANSANYE, NATHANIEL EZE, C.A.C. DIKE, OBINNA UJARI, TONY 

NWOSAH, BATRAM UZOWURU, ANTHONY OPARA, JERRY 

ANYAEHIE, KINGSLEY NWASURUBA, NWALUPUE IMMANUEL, 

POLYCARP OBIMAH, MARK DIKE, CHIKA IHEGWORO, CYPRIAN 

OBIOZOR, EMMANUEL DIRIBE, BALO NGUMEZI, DANIEL 

OSUAGWU, ALOYSIUS IKWUEZUNMA, HYACINTH OMELUDIKE, 

JULIUS NWADINOBI, PROF. GODSON OSUJI, HYACINTH 

IKEGBUNAM, NICK IHEKORONYE, IKE N.A. WAOBIKEZE, CHUDY 

NSOBUNDU, HYGINUS OSONDU, SAM ONWUHARONYE, TINA 

EZIEFULE, ANUSIEM NWANERI, JACKSON IHEOMAMERE, NICK 

IGBOKWE, BEN ONUNZE, OKEY OKPARA, PETER ONYEWUENYI, 

INNOCENT IKE, EVERETT ONWUMERE, LINUS NWANNA, JUDE 

OKAFOR, FESTUS UZOKWE, ROBERT EZIRIKE, GODSPOWER EGBE, 

CHINWE EBGUNA, PATRICIA IZUEGBU, NICK OBIH, COLLINS 

UWAKWE, UCHEGBULEM EZE, NNAMDI OPARANOZIE, ALOYSIUS 
2

AGUGO, OKEY OKONKWO, OKEY OKOROJI, EDWIN 

EMEAKAROHA, GODWIN AKOBUNDU, ANDREW ANUGWOM, 

EMMANUEL MBIDOKA, ULOMA DURU, LILIAN CHINEDO, 

INNOCENT DURU, CYRIL NWIGWE, GOODSON ONYEDIRI, 

EMMANUEL NNABUIFE, AND CHRIS OZUO, Appellees 

On Appeal from the 165th District Court 

Harris County, Texas 

Trial Court Cause No. 2013-68785 

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

This appeal arises from a dispute over the expulsion of the chairman and other 

members of the Houston branch of a Nigerian social organization. The trial court 

signed an order granting a directed verdict and attorney’s fees: in favor of 

appellee/defendant/third-party plaintiff Alphonsus Okpara (Okpara1

); in favor of 

appellees/intervenors/counter- and cross-defendants Okpara and other individuals;2

against appellant/plaintiff/intervention-defendant/counter-claimant The Peoples 

Club of Nigeria, USA (PCN USA); and against appellant/third-party 

 

1 Hereafter, all usage of the surname Okpara without a first name refers to Alphonsus 

Okpara.

2 The individuals who pleaded in intervention are Ernest Onwuharonye, Jude Akuechiama, 

Clement Ezebuike, Anthony Agu, Harold Agim, San Ejiofor, Christian Ashibuogwu, Alphonsus 

Okpara, John Oransanye, Nathaniel Eze, C.A.C. Dike, Obinna Ujari, Tony Nwosah, Batram 

Uzowuru, Anthony Opara, Jerry Anyaehie, Kingsley Nwasuruba, Nwalupue Immanuel, Polycarp 

Obimah, Mark Dike, Chika Ihegworo, Cyprian Obiozor, Emmanuel Diribe, Balo Ngumezi, Daniel

Osuagwu, Aloysius Ikwuezunma, Hyacinth Omeludike, Julius Nwadinobi, Prof. Godson Osuji, 

Hyacinth Ikegbunam, Nick Ihekoronye, Ike N.A. Waobikeze, Chudy Nsobundu, Hyginus Osondu, 

Sam Onwuharonye, Tina Eziefule, Anusiem Nwaneri, Jackson Iheomamere, Nick Igbokwe, Ben

Onunze, Okey Okpara, Peter Onyewuenyi, Innocent Ike, Everett Onwumere, Linus Nwanna, Jude 

Okafor, Festus Uzokwe, Robert Ezirike, Godspower Egbe, Chinwe Ebguna, Patricia Izuegbu, Nick 

Obih, Collins Uwakwe, Uchegbulem Eze, Nnamdi Oparanozie, Aloysius Agugo, Okey Okonkwo, 

Okey Okoroji, Edwin Emeakaroha, Godwin Akobundu, Andrew Anugwom, Emmanuel Mbidoka, 

Uloma Duru, Lilian Chinedo, Innocent Duru, Cyril Nwigwe, Goodson Onyediri, Emmanuel 

Nnabuife, and Chris Ozuo. We refer to them collectively as the Intervenors.
3

defendant/cross-claimant The Peoples Club of Nigeria International (PCN).3 

The PCN appellants bring three issues on appeal. They contend that: (1) the 

trial court erred by granting equitable relief to Okpara and the Intervenors based on 

the doctrines of judicial nonintervention and unclean hands, and the trial court 

reached erroneous conclusions in its order granting directed verdict; (2) the trial 

court erred by awarding attorney’s fees to Okpara’s counsel; and (3) the trial court 

erred by assessing costs against PCN. We modify the trial court’s order by deleting 

its second conclusion. In all other respects, we affirm the trial court’s judgment. 

I. BACKGROUND

PCN is a social organization, an international club with members from 

Nigeria, the United States, Great Britain, and Canada. PCN is headquartered in 

Onitsha, Nigeria. In 2013, there were 44 branches of PCN, worldwide. PCN

operates pursuant to the 1996 Amended National Constitution (1996 Constitution). 

In addition, the National Executive Committee (NEC) of PCN operates pursuant to 

a set of “Bye Laws.”4

 PCN provides “social welfare” to its members, as well as 

benefits “such as assistance and relief in sickness, accident, disablement and 

distress.” Branch members in the United States pay an annual “social security 

scheme premium” to PCN USA, the United States-based subsidiary of PCN, for 

these benefits.5

 As of 2013, Okpara and the Intervenors were members of The 

Peoples Club of Nigeria, Houston Branch (PCN Houston). Okpara was the chairman 

of PCN Houston. 

 

3 We refer to PCN USA and PCN together as the PCN appellants.

4

“Bye Law” 6 provides: “Whenever there is a conflict between these bylaws and the 

constitution, the lat[t]er shall prevail.”

5 Section 20 of the 1996 Constitution governs the “Social Security Scheme.”
4

In early 2013, certain individuals6 brought a lawsuit in Nigeria against PCN. 

On February 14, 2013, PCN issued a letter directing all branch chairmen and 

secretaries to “condemn the suit in writing” by April 2, 2013. On February 19, 2013, 

PCN issued another letter to all members directing all branches to “condemn the said 

court action in strongest terms” and forward to PCN a copy signed by the branch 

chairman and secretary. The letter also directed all PCN members “in America” “to 

henceforth relate and take directives from the National/International Headquarters 

and relate with only” two certain PCN individuals “till further notice.” PCN 

Houston, along with several other branches, did not condemn the Nigerian lawsuit 

in writing. 

On June 10, 2013, PCN issued an “Invitation to an Extraordinary General 

Meeting [p]ursuant to section 12(c) of the 1996 amended constitution” to be held in 

Onitsha on June 29, 2013. The meeting was to discuss “important matters that 

borders [sic] on the welfare of our club.” Section 12(c) of the 1996 Constitution, 

entitled “Extra-Ordinary General Meetings,” provides: “Extra-Ordinary General 

Meetings of all the members shall, subject to fourteen (14) days[’] notice, be 

summoned by the National Secretary on the order of the National Executive 

Committee or President. 2/3 (two third) of the branches present shall form a 

quorum.” 

On June 28, 2013, PCN issued a “Querry” to all branches and members “for 

non-compliance with the national directive” and requested that they state why they 

should not be subject to “disciplinary actions,” with a two-week deadline to respond. 

On June 29, 2013, PCN held the extraordinary general meeting. Fifty PCN 

members from 21 Nigerian branches attended the June 29 meeting. At the 

 

6 PCN referred to these individuals as “a non-member and ‘stakeholders’ of the club.”
5

extraordinary general meeting, “the following resolutions were made”: 

1. That in order to curb the increasing rate of indiscipline and 

insubordination amongst the branches of the Club, the Central 

Executive Committee (National Executive Committee) is 

henceforth empowered to dissolve the Executive Committee of 

any such branch that has shown gross indiscipline and/or 

insubordination to the authorities of the Club, notwithstanding 

anything contained in the Club’s Constitution. 

2. That the said Committee is further empowered to suspend or 

expel any person or persons that violate the provisions of the 

Constitution or resists the Resolution in paragraph (1) above, 

notwithstanding anything contained in the Club’s Constitution. 

3. That every such dissolution, suspension or expulsion in 

paragraph (1) and (2) above shall be ratified or approved by the 

Governing Council. 

4. That a Power of Attorney be donated to all or any of the Patrons 

and/or National Officers of the Club resident in America to 

prosecute and/or defend any lawsuit on behalf of the Club or its 

members in America and Canada, in pursuant to [sic] or in 

consequence of the above Resolutions.

PCN issued a “Special Resolution” containing these resolutions. 

In July 2013, there was a convention in Dallas, Texas. Conventions take place 

every two years and involve “all branches here in the United States, with some 

representative[s] from the international group.” During the convention, on July 20, 

2013, an NEC or Central Executive Committee (CEC) meeting took place. Under 

section 11(a)(ii) of the 1996 Constitution, the NEC has the power to dissolve “the 

branch executive in cases of high handedness, inefficiency, incessant[] disputes, 

financial irregularities and other malpractices on an application signed by at least 

ONE-THIRD (1/3) of the financial members of the branch.” At the CEC meeting, 

the PCN members in attendance voted to dissolve the executive committee of PCN 
6

Houston, as well as the executive committees of various other branches.7 The PCN 

Houston executive committee “was found guilty of insubordination to the Club’s 

national leadership and conduct inconsistent with the aims and objectives of the 

Club.” Due to “gross misconduct and insubordination,” the PCN Houston executive 

committee was dissolved. PCN directed Okpara “to handover the charter” to the 

caretaker committee. 

On August 9, 2013, PCN issued a “Final Notice” to Okpara and other ousted 

branch chairmen, directing them to hand over their charters and branch property and 

stating that any member not “up-to-date” on his social security scheme fund “shall 

be suspended and his/her name removed from the Club membership.” In August 

2013, Okpara attempted to send the social security payments from PCN Houston 

members to PCN. The funds were returned. On August 22, 2013, PCN notified 

Okpara that he was indefinitely suspended. On October 4, 2013, PCN issued a 

“Communique” stating that PCN Houston members who did not register with the 

caretaker committee were no longer “active members.” On October 25, 2013, PCN 

informed Okpara of his “final expulsion.” The PCN Houston members who 

“followed” Okpara also were expelled. 

In November 2013, PCN USA sued Okpara, asserting claims for breach of 

fiduciary duty, conversion, fraud, and theft under the Texas Theft Liability Act. 

PCN USA further sought a declaratory judgment that Okpara was properly removed 

from office, was lawfully suspended from the club, has no authority to act on behalf 

of the club or hold himself out as chairman, and another individual (Chief Obinna 

Mbachu) was lawfully appointed as the caretaker chairman. PCN USA applied for 

a temporary restraining order and requested temporary and permanent injunctions 

 

7 These branches included Toronto, Princeton Junction, San Francisco, Washington, D.C., 

Chicago, and Miami.
7

against Okpara. PCN USA also requested attorney’s fees. The trial court granted a 

TRO. 

Okpara answered and filed a “third party claim original petition for 

declaratory judgment” against PCN. Okpara sought to have the actions of PCN 

declared “invalid and u[ltra]-vires for failure to comply with the Bylaws . . . and the 

1996 Amended Constitution.” Okpara requested attorney’s fees pursuant to 

section 37.009 of the Texas Civil Practice and Remedies Code. 

The Intervenors (which included Okpara) filed a plea in intervention, seeking 

damages from PCN USA resulting from the TRO.8

 

PCN USA and PCN filed a “counterclaim and cross-action” against the 

Intervenors (including Okpara), seeking a declaratory judgment that the Intervenors 

were properly suspended and expelled from PCN USA, have no right to access club 

property or attend club functions related to PCN USA, have no affiliation or 

association with PCN, are not entitled to hold any office in PCN USA, are not 

entitled to possess any club property or monies, and are not permitted to hold 

themselves out as members of PCN USA. PCN USA and PCN requested their 

attorney’s fees in obtaining such declarations. 

In September 2016, the case proceeded to trial. PCN USA and PCN nonsuited 

all their claims except those for declaratory relief. After PCN USA and PCN rested 

their case, Okpara and the Intervenors moved for directed verdict. The trial court 

granted the motion. The trial court heard evidence on attorney’s fees. 

On November 7, 2016, the trial court signed its “Order Granting Directed 

Verdict and Attorney’s Fees.” The trial court ordered: 

1. That the June 29, 2013 Special Resolution be, and it is hereby, 

 

8 The record only contains the second amended plea in intervention.
8

declared void as being violative of Texas law[,] the Peoples Club 

of Nigeria Amended National Constitution Onitsha Nigeria 

1996[,] and Bylaws;

2. That the July 2013 Dallas Convention be, and it is hereby, 

declared void as being violative of Texas law[,] the Peoples Club 

of Nigeria Amended National Constitution Onitsha Nigeria 

1996[,] and Bylaws;

3. That the July 20, 2013 removal of Defendant, Dr. Alphonsus 

Okpara be, and it is hereby, declared void as being violative of 

Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws;

4. That the July 20, 2013 removal of the executive committee of 

Peoples Club of Nigeria USA as it existed before and on July 20, 

2013 be, and it is hereby, declared void as being violative of 

Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws; and[]

5. That the suspension and termination of membership of 

Defendant and Intervenors in refusal of Peoples Club of Nigeria 

International for nonpayment of ‘social security’ payments of 

and from Defendant and Intervenors be, and it is hereby, declared 

void as being violative of Texas law[,] the Peoples Club of 

Nigeria Amended National Constitution Onitsha Nigeria 1996[,]

and Bylaws.

In addition, the trial court ordered that Okpara’s attorney Jimmie Brown recover 

reasonable and necessary attorney’s fees, as were equitable and just, in the amount 

of $94,815.00 from PCN USA. The trial court ordered that PCN USA and PCN take 

nothing on their claims and that all court costs be taxed against them. 

PCN USA and PCN filed a “motion for new trial, or in the alternative, motion 

to modify the judgment,” which was overruled by operation of law. PCN USA and 

PCN timely appealed. 
9

II. ANALYSIS

A. Directed verdict

At the close of the PCN appellants’ evidence, Okpara moved for a directed 

verdict. Okpara argued there was conclusive evidence that the Special Resolution 

“was entered in violation of” various clear and unambiguous provisions of the 1996 

Constitution and that the removal of the PCN Houston executive committee was 

void. The Intervenors also moved for a directed verdict, arguing that their expulsions 

were not accomplished “according to the terms of the constitution.” The PCN 

appellants responded that their witnesses testified that the removal and expulsions 

were “compliant with the constitution,” which created a fact issue for the jury. The 

trial court granted the motions for directed verdict.

A court may direct a verdict if no evidence of probative force raises a fact 

issue on the material questions presented. Prudential Ins. Co. of Am. v. Fin. Review 

Servs., Inc., 29 S.W.3d 74, 77 (Tex. 2000). “A trial court properly directs a verdict 

when a plaintiff fails to present evidence raising a fact issue essential to its right of 

recovery or the evidence conclusively establishes the movant’s right to judgment as 

a matter of law.” Kelley v. Aldine Indep. Sch. Dist., No. 14-15-00899-CV, 2017 WL 

421980, at *2 (Tex. App.—Houston [14th Dist.] Jan. 31, 2017, pet. denied) (mem. 

op.) (citing Gomer v. Davis, 419 S.W.3d 470, 475 (Tex. App.—Houston [1st Dist.] 

2013, no pet.)). “In reviewing a directed verdict, we analyze the legal sufficiency of 

the evidence; we must determine if there is any conflicting evidence of probative 

value that raises a material fact issue.” Id. We consider the evidence in the light 

most favorable to the party against whom the verdict was directed, crediting 

favorable evidence if reasonable jurors could and disregarding contrary evidence 

unless reasonable jurors could not. Robertson v. Odom, 296 S.W.3d 151, 155 (Tex. 

App.—Houston [14th Dist.] 2009, no pet.). 
10

1. Unclean hands 

Within their first issue, the PCN appellants contend that Okpara and the 

Intervenors cannot rely on any due process requirements in the 1996 Constitution 

where they failed to “come to court with clean hands.” According to the PCN 

appellants, Okpara and the Intervenors who followed him chose to ignore 

constitutional provisions that “did not serve their ends.” 

The doctrine of unclean hands is based on the equitable principle that a party 

seeking equity must come into court with clean hands; the doctrine may bar a party 

from obtaining equitable relief. See Truly v. Austin, 744 S.W.2d 934, 938 (Tex. 

1988). Whether a party has come into court with unclean hands is a matter entrusted 

to the sound discretion of the trial court. Willis v. Donnelly, 118 S.W.3d 10, 38 (Tex. 

App.—Houston [14th Dist.] 2003), rev’d in part on other grounds, 199 S.W.3d 262 

(Tex. 2006). The party claiming unclean hands bears the burden of showing that it 

was seriously injured by the other party’s unlawful or inequitable conduct. Id. 

Without this showing, application of the doctrine is not justified. Id. 

The record does not reflect that the PCN appellants raised the doctrine of 

unclean hands in the trial court. We need not decide whether to consider the doctrine 

sua sponte for the first time on appeal,9 however, because the PCN appellants do not 

argue, much less present evidence showing, that they were seriously harmed by any 

of Okpara’s or the Intervenors’ actions. See id.; see also Stafford v. S. Vanity 

Magazine, Inc., 231 S.W.3d 530, 536 n.4 (Tex. App.—Dallas 2007, pet. denied). 

We overrule this subissue. 

 

9 Cf. Thomas v. McNair, 882 S.W.2d 870, 880 n.5 (Tex. App.—Corpus Christi 1994, no 

writ).
11

2. Judicial nonintervention 

Next, the PCN appellants argue that the doctrine of judicial nonintervention 

should be applied against Okpara because he did not present evidence regarding the 

value of his PCN Houston chairmanship. The PCN appellants ask this court “to bear 

in mind that the only ‘valuable right or property interest’ at stake in this case belongs 

to” PCN USA, not Okpara. 

The general rule in Texas is that courts do not exercise jurisdiction over the 

affairs and internal management of voluntary nonprofit associations. Stevens v. 

Anatolian Shepherd Dog Club of Am., Inc., 231 S.W.3d 71, 74 (Tex. App.—Houston 

[14th Dist.] 2007, pet. denied). However, “[d]espite this general rule, courts will 

interfere in the inner-dealings of a private association if a valuable right or property 

interest is at stake” or where the complaint involves due process of a member of the 

association. Id. at 75. Our court holds that judicial nonintervention or 

noninterference is not a “jurisdictional rule” subject to de novo review. Id. Rather, 

since this determination involves the weighing of factors and exercise of discretion, 

we review a trial court’s decision, if any, for abuse of discretion. See id. at 75–76. 

The PCN appellants do not point us to, and we have not found, where in the 

record they requested that the trial court apply the doctrine of judicial 

nonintervention to decline to exercise jurisdiction over Okpara’s claim. Nor does 

the record reflect that the trial court ever ruled on the application of the doctrine. 

Because judicial nonintervention is a non-jurisdictional issue and the PCN appellants 

failed to preserve it, we overrule this subissue.10

 See Tex. R App. P. 33.1. 

 

10 Even if it had been preserved, it is unclear how the doctrine in practice would apply, if 

at all, since PCN USA and PCN brought declaratory-judgment claims against Okpara, the trial 

court granted a directed verdict in favor of Okpara on the PCN appellants’ claims, and Okpara 

does not bring any cross-issue concerning what had been his third-party claim against PCN.
12

3. The trial court’s legal conclusions 

The PCN appellants also argue that the trial court in its order reached multiple 

erroneous conclusions regarding the invalidity of various actions taken by the PCN 

appellants. No party argues, nor do we find, that any provision of the 1996 

Constitution or the “Bye Laws” at issue is ambiguous. Therefore, we construe the 

pertinent provisions as a matter of law, see First Bank v. Brumitt, 519 S.W.3d 95, 

106 (Tex. 2017), and consider whether the evidence as considered in the light most 

favorable to the PCN appellants otherwise raised any material fact issue. 

To begin, the PCN appellants challenge the trial court’s first conclusion: “That 

the June 29, 2013 Special Resolution be, and it is hereby, declared void as being 

violative of Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws.” Under section 12(c) of the 1996 

Constitution, two-thirds of the 44 PCN branches (at least 29 branches) had to be 

present at the extraordinary general meeting to form a quorum. The evidence 

conclusively established that fewer than 29 branches attended the June 29 meeting.

11

 

Therefore, there was not a sufficient quorum present at the extraordinary general 

meeting to properly pass any resolution, including one that would have empowered 

the NEC to dissolve branch executive committees for indiscipline and 

insubordination,

12 or to suspend or expel members for violating the 1996 

Constitution or resisting the Special Resolution. 

 

11 The attendance records indicate that members from 21 PCN branches, all from Nigeria, 

attended the June 29 meeting.

12 In their brief, the PCN appellants acknowledge that the Special Resolution was intended 

to “suspend[] organizational constitutional requirements with regard to such dissolution.” 

However, under section 27 of the 1996 Constitution, entitled “Amendments,” no such 

“suspension” of the constitution can take place without “[a]t least sixty (60) clear days[’] notice of 

any motion for addition, alteration or amendment . . . given before the Annual General Meeting.” 

There was no evidence that this notice of motion requirement was met.
13

The PCN appellants apparently do not contest on appeal that the extraordinary 

general meeting resulting in the Special Resolution was not convened as a proper 

meeting under the 1996 Constitution. Instead, the PCN appellants argue that 

“[a]bsent some showing by Okpara that he was losing a valuable right by having his 

chairmanship removed . . . Okpara had no standing to complain.” The PCN 

appellants again cite authority on the judicial nonintervention doctrine.13

 However, 

we already have determined that the PCN appellants failed to preserve this issue. 

The trial court did not err in its first conclusion. 

The PCN appellants next challenge the trial court’s second conclusion: “That 

the July 2013 Dallas Convention be, and it is hereby, declared void as being violative 

of Texas law[,] the Peoples Club of Nigeria Amended National Constitution Onitsha

Nigeria 1996[,] and Bylaws.” They argue no evidence suggests that the July 2013 

Dallas convention violated the 1996 Constitution or any bylaws. We agree. There 

was no evidence that any PCN or PCN USA document provides for or otherwise 

governs the biennial conventions, which essentially take place so members can 

“meet” and “network.” There was no evidence that any such convention, including 

the one which took place in Dallas in July 2013, was otherwise void under Texas 

law. We sustain this subissue and conclude that the trial court erred in its second 

conclusion.

The PCN appellants further challenge the trial court’s third and fourth 

conclusions: 

3. That the July 20, 2013 removal of Defendant, Dr. Alphonsus 

Okpara be, and it is hereby, declared void as being violative of 

Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws; 

 

13 See Haedge v. Cent. Tex. Cattlemen's Ass’n, No. 07-15-00368-CV, 2016 WL 5929596, 

at *4–5 (Tex. App.—Amarillo Oct. 11, 2016, pet. denied) (mem. op.).
14

4. That the July 20, 2013 removal of the executive committee of 

Peoples Club of Nigeria USA as it existed before and on July 20, 

2013 be, and it is hereby, declared void as being violative of 

Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws[.]

The PCN appellants point to section 11 of the 1996 Constitution, entitled 

“Committees,” arguing that the evidence showed the NEC holds the authority to 

remove a branch chairman and dissolve a branch executive committee.14 

Section 11(a)(ii) of the 1996 Constitution grants the NEC power to “dissol[ve] . . . 

the branch executive in cases of high handedness, inefficiency, incessant[] disputes, 

financial irregularities and other malpractices on an application signed by at least 

ONE-THIRD (1/3) of the financial members of the branch.” However, the evidence 

conclusively showed that Okpara and the PCN Houston executive committee were 

removed and dissolved based on their “insubordination” and “indiscipline”—not for 

any reason authorized by section 11(a)(ii). At trial PCN expressly acknowledged 

there were “no violations” under subsection (ii). Also, even if Okpara and the PCN 

Houston executive committee had been removed pursuant to one of the reasons listed 

in section 11(a)(ii), the evidence at trial conclusively established that there was 

“never” any application, “letter,” or “complaint” signed by one-third of the PCN 

Houston members complaining of such issues by the branch executive. As a matter 

 

14 The PCN appellants could not rely on the June 29 Special Resolution as a basis for the 

NEC or CEC’s authority to remove Okpara or dissolve the PCN Houston executive committee; we 

already have determined the trial court’s conclusion that the June 29 Special Resolution was void 

is correct. Nor could the PCN appellants rely on “Bye Law” 1(e) and (f) to support any removal. 

This bylaw provides that “[a]ll members of the [NEC] . . . shall obey the directives or instructions 

or decisions, e.t.c [sic] of the General meetings of the Club” and that NEC members who are 

“unable or unwilling to carry out such directives or instructions or decisions[] shall be removed . . 

. by two third (2/3) majority vote of the [NEC].” Assuming the February 2013 letters constituted 

directives, instructions, or decisions, there was no evidence that they were issued pursuant to any

PCN general meeting properly convened under section 12 of the 1996 Constitution, entitled 

“Meetings.”
15

of law, Okpara and the rest of the PCN Houston executive committee therefore could 

not have been properly removed pursuant to section 11(a)(ii). Finally, we again 

reject the PCN appellants’ argument regarding Okpara’s lack of “standing.” The 

trial court did not err in its third and fourth conclusions. 

Lastly, the PCN appellants challenge the trial court’s fifth conclusion: “That 

the suspension and termination of membership of Defendant and Intervenors in 

refusal of Peoples Club of Nigeria International for nonpayment of ‘social security’ 

payments of and from Defendant and Intervenors be, and it is hereby, declared void 

as being violative of Texas law[,] the Peoples Club of Nigeria Amended National 

Constitution Onitsha Nigeria 1996[,] and Bylaws.” Section 17 of the 1996 

Constitution governs “Loss of Benefits & Membership of the Club.” Under 

section 17(b)(ii), a PCN member can be expelled if he “[f]ails to pay the Social 

Security Scheme Premium as and when due.” The PCN appellants contend there 

was some evidence that Okpara and the Intervenors did not pay social security funds 

to those authorized to receive the payments. 

However, even if Okpara and the Intervenors failed to pay social security, 

section 17 further requires certain notice and procedures prior to any expulsion: 

(b)(v) . . . Before any such member is expelled the Secretary of the Club 

shall give him at least Fourteen days[’] written notice to attend a 

general meeting at which the causes of the complaints against 

him shall be discussed. 

(c)(i) No member shall be expelled under this section without first 

having an opportunity of appearing before the club at its General 

Meeting and answering complaints made against him unless at 

least two-thirds of the members then present vote in favor of his 

expulsion. He may however be expelled if after receiving notice 

of this meeting at which the complaints against him shall be 

discussed he shall fail to attend the meeting. 

The PCN appellants do not cite any evidence—and they presented no probative 
16

evidence at trial—that they provided Okpara or any of the Intervenors with such 

notice or an opportunity to answer complaints of nonpayment of social security 

funds at a general meeting prior to their expulsion.15 The only evidence was that no 

such notice was ever provided. The trial court did not err in its fifth conclusion. 

We conclude that the trial court did not err in directing a verdict in favor of 

Okpara and the Intervenors on the PCN appellants’ declaratory-judgment claims. 

However, because we conclude the trial court erred in making its second conclusion 

that the Dallas convention is void, we modify the trial court’s order to delete its 

second conclusion. 

B. Attorney’s fees award 

In “any proceeding” under the Uniform Declaratory Judgments Act (UDJA), 

“the court may award costs and reasonable and necessary attorney’s fees as are 

equitable and just.” Tex. Civ. Prac. & Rem. Code Ann. § 37.009 (West 2013). The 

UDJA “entrusts attorney fee awards to the trial court’s sound discretion, subject to 

the requirements that any fees awarded be reasonable and necessary, which are 

matters of fact, and to the additional requirements that fees be equitable and just, 

which are matters of law.” Bocquet v. Herring, 972 S.W.2d 19, 21 (Tex. 1998). The 

award of attorney’s fees is not dependent on a finding that the party “substantially 

prevailed.” Barshop v. Medina Cty. Underground Water Conservation Dist., 925 

S.W.2d 618, 637 (Tex. 1996). “The trial court is not required to award attorney’s 

fees to the prevailing party in a declaratory judgment and may award attorney’s fees 

to the nonprevailing party.” Anglo-Dutch Petroleum Int’l, Inc. v. Greenberg Peden, 

P.C., 522 S.W.3d 471, 494 (Tex. App.—Houston [14th Dist.] 2016, pet. denied). 

“Thus, the attorney’s fees provision grants the trial court broad discretion to 

 

15 Again, the PCN appellants could not rely on the June 29 Special Resolution as a basis 

for expelling Okpara and the Intervenors for nonpayment of social security. See supra note 14. 
17

(i) afford all parties the opportunity to request fees; (ii) decline to award fees; and 

(iii) allow an award only when reasonable, necessary, equitable, and just.” Feldman 

v. KPMG LLP, 438 S.W.3d 678, 685 (Tex. App.—Houston [1st Dist.] 2014, no pet.). 

To find an abuse of discretion, the trial court must have ruled arbitrarily, 

unreasonably, or without reference to any guiding principles, or ruled without any 

supporting evidence. See Bocquet, 972 S.W.2d at 21. 

In the second issue, PCN USA challenges the trial court’s award of attorney’s 

fees under the UDJA. PCN USA contends that the trial court erred by awarding the 

fees directly to Brown. Texas courts hold that section 37.009 does not provide for 

an award of attorney’s fees directly to a party’s attorney. See, e.g., Nu-Way Energy 

Corp. v. Delp, 205 S.W.3d 667, 684 (Tex. App.—Waco 2006, pet. denied); Transp. 

Ins. Co. v. Franco, 821 S.W.2d 751, 755 (Tex. App.—Amarillo 1992, writ denied); 

cf. Fort Bend Cty. v. Martin–Simon, 177 S.W.3d 479, 486 (Tex. App.—Houston [1st 

Dist.] 2005, no pet.) (“A claim for attorney’s fees belongs to the litigant, not to his 

attorney.”). However, if the attorney’s fee award is otherwise proper, a trial court’s 

error in awarding fees directly to counsel generally is not reversible because of lack 

of standing, see Martin–Simon, 177 S.W.3d at 486, or lack of harm, see Transp. Ins., 

821 S.W.2d at 755–56. PCN USA relies on Nu-Way Energy v. Delp, arguing that it 

has standing because it “has an obvious interest in how its monies are spent and the 

legitimacy of any payment to Mr. Brown.” We find Nu-Way Energy distinguishable 

because PCN USA did not file suit against Okpara to collect on a judgment and is 

not a judgment creditor of Okpara. Cf. 205 S.W.3d at 684. Moreover, PCN USA 

fails to explain how the trial court’s awarding fees to Brown instead of Okpara 

causes PCN USA harm. See Transp. Ins., 821 S.W.2d at 755–56. We overrule this 

subissue. 

 Next, PCN USA again complains of Okpara’s “unclean hands” and argues 
18

that the award of attorney’s fees was improper because “Okpara’s misfeasance as 

Chairman of PCN-Houston branch should disqualify him from any award of 

attorneys’ fees.” PCN USA did not present this argument to the trial court during 

the evidentiary hearing on attorney’s fees and did not include it in its motion for new 

trial or alternatively to modify the judgment. In any event, PCN USA points to much 

of the same trial evidence considered by the trial court in concluding that Okpara’s 

removal as chairman of PCN Houston was void and in directing the verdict in 

Okpara’s favor. Under these circumstances, we conclude that the trial court did not 

abuse its broad discretion in taxing “equitable and just” attorney’s fees against PCN 

USA under the UDJA. See Bocquet, 972 S.W.2d at 21. 

PCN further attacks the amount of the attorney’s fee award. According to 

PCN USA, Okpara did not timely supplement his discovery responses regarding the 

details of Brown’s fees. See Tex. Rs. Civ. P. 193.5, 193.6. PCN USA argues that 

“the only information Okpara provided in advance of trial indicated attorneys’ fees 

of $15,000,” and therefore he should be limited to that amount of recovery.16 PCN 

USA objected to the admission of evidence of Brown’s fees above this amount at 

the evidentiary hearing. However, counsel for PCN USA acknowledged that he 

“definitely” had been made aware of Okpara’s $94,815 fee demand several weeks 

prior to the hearing and therefore was not unfairly surprised or prejudiced. 

Consequently, the trial court refused to limit Brown’s testimony. See id. 193.6(a)(2). 

Under these circumstances, we cannot conclude that the trial court abused its 

discretion. See Sprague v. Sprague, 363 S.W.3d 788, 798 (Tex. App.—Houston 

[14th Dist.] 2012, pet. denied) (review of rule 193.6 ruling is for abuse of discretion). 

We overrule PCN USA’s challenge to the attorney’s fee award. 

 

16 PCN USA does not otherwise attack the $94,815 amount of fees as being unreasonable 

or unnecessary.
19

C. Costs award 

In the third and final issue, PCN challenges the trial court’s taxing of costs 

against it because third-party plaintiff Okpara abandoned his claim against PCN. 

According to PCN, because Okpara was not a successful party as to PCN, it cannot 

be taxed with costs. 

Rule 131 of the Texas Rules of Civil Procedure provides: “The successful 

party to a suit shall recover of his adversary all costs incurred therein, except where 

otherwise provided.” Tex. R. Civ. P. 131. Whether a party is a successful party 

under rule 131 is “based upon success upon the merits, not upon damages.” Perez 

v. Baker Packers, 694 S.W.2d 138, 143 (Tex. App.—Houston [14th Dist.] 1985, writ 

ref’d n.r.e.); see May v. Ticor Title Ins., 422 S.W.3d 93, 102 (Tex. App.—Houston 

[14th Dist.] 2014, no pet.) (“When determining whether court costs are appropriate, 

a court should consider the judgment rather than the verdict.”). Therefore, “[a] 

defendant who obtains a take-nothing judgment is a successful party.” Indus. III, 

Inc. v. Burns, No. 14-13-00386-CV, 2014 WL 4202495, at *14 (Tex. App.—

Houston [14th Dist.] Aug. 26, 2014, pet. denied) (mem. op.). Where a defendant is 

a successful party, it is appropriate to award it costs. Id. We review a trial court’s 

allocation of costs for abuse of discretion. Id.

In their “counterclaim and cross-action,” both PCN USA and PCN asserted 

declaratory-judgment claims against all the Intervenors, which included Okpara. 

The trial court ordered that both PCN USA and PCN “take nothing on their 

respective claims.” We find nothing inappropriate in the trial court’s decision to 

assess costs against PCN and in favor of Okpara. 

We overrule PCN’s challenge to the cost award. 
20

III. CONCLUSION

We modify the trial court’s “Order Granting Directed Verdict and Attorney’s 

Fees” by deleting “2. That the July 2013 Dallas Convention be, and it is hereby, 

declared void as being violative of Texas law the Peoples Club of Nigeria Amended 

National Constitution Onitsha Nigeria 1996 and Bylaws[.]” We otherwise affirm. 

 

 /s/ Marc W. Brown 

 Justice 

Panel consists of Justices Busby, Brown, and Jewell.