Opinion issued November 26, 2013.

In The

Court of Appeals 

For The 

First District of Texas 

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NO. 01-12-01057-CV

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TIM S. LEONARD, Appellant

V.

STEPHEN M. BREWER AND BW OFFICE PARTNERS I, LP, Appellees

On Appeal from the County Civil Court at Law No. 2

Harris County, Texas

Trial Court Case No. 1005431

MEMORANDUM OPINION

Tim Leonard sued Stephen Brewer and BW Office Partners I, LP for an 

unpaid debt. After a bench trial, the trial court entered judgment against Brewer 

and BW, apportioning damages between them. Leonard appeals, contending that 
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the trial court erred in apportioning damages. We agree. We thus modify the 

award and affirm as modified.

Background

In August 2009, Brewer executed a promissory note on behalf of BW Office 

Partners, payable to Leonard in the amount of $5000 plus interest. Brewer signed 

the note as a “General Partner” of BW. The note stated that BW would repay the 

loan upon BW’s sale of a piece of real property. In November 2009, BW sold the 

property. Neither BW nor Brewer, however, repaid Leonard. In April 2010, 

Brewer sent Leonard an email, stating that he was “personally commit[ted]” to 

repaying [Leonard] for [his] contribution.” In December 2011, Leonard sued 

Brewer and BW for the unpaid debt. In its final judgment, the trial court held that 

both Brewer and BW were liable but apportioned damages between them rather 

than imposing joint and several liability. Leonard moved to amend and modify the 

judgment. The trial court never ruled on the motion; thus it was overruled by 

operation of law. See TEX. R. CIV. PROC. 329b(c).

Discussion

As an initial matter, we note that Brewer and BW have not filed a brief to 

contest Leonard’s challenge to the judgment.
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Standard of Review

Whether the trial court erred in applying an improper measure of damages is 

a question of law subject to de novo review. C.C. Carlton Indus., Ltd. v. 

Blanchard, 311 S.W.3d 654, 662 (Tex. App.—Austin 2010, no pet.). When a trial 

court does not issue findings of fact and conclusions of law, all facts necessary to 

support the judgment and supported by the evidence are implied. BMC Software 

Belg., N.V. v. Marchand, 83 S.W.3d 789, 795 (Tex. 2002). It is the appellant’s 

burden to show that the trial court’s judgment cannot be supported by any legal 

theory raised by the evidence. Point Lookout W., Inc. v. Whorton, 742 S.W.2d 

277, 279 (Tex. 1987); Nash v. Garden City Apts., No. 01-10-00369-CV, 2011 WL 

2410205, at *2 (Tex. App.—Houston [1st Dist.] Jun. 9, 2011, no pet.) (mem. op.). 

Analysis 

The trial court held that both Brewer and BW were liable to Leonard for the 

unpaid debt but divided the damages between them. In light of the record, the trial 

court reasonably could have found that (1) Brewer was a general partner of BW, 

(2) Brewer represented to Leonard that he was a general partner of BW and 

Leonard relied on that representation in extending credit in good faith, or 

(3) Brewer personally guaranteed BW’s loan. But the record is bereft of support 

for apportioning the damages. Under any theory of recovery supported by the 

record, Brewer and BW are jointly and severally liable for the unpaid debt. 
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First, if the trial court found that Brewer was a general partner of BW, then 

Brewer is jointly and severally liable for BW’s obligations which he undertook as a 

general partner. See TEX. BUS. ORGS. CODE ANN. § 152.304(a) (West 2012). 

Second, if the trial court found that Brewer represented to Leonard that he was a 

general partner of BW and Leonard relied on that representation in extending 

credit in good faith, then Brewer is liable as though he were a partner under the 

partnership by estoppel doctrine. See Friedman v. New Westbury Vill. Assocs., 787 

S.W.2d 154, 158 (Tex. App.—Houston [1st Dist.] 1990, no writ) (“[A] person is 

liable as though she were an actual member of the partnership, where she 

represents herself to be a partner in an existing partnership, and another party has 

extended money in good faith on the basis of the representation.”). Under this 

estoppel theory, Brewer would be jointly and severally liable for the unpaid debt. 

See TEX. BUS. ORGS. CODE ANN. § 152.304(a) (West 2012). Finally, if the trial 

court found that Brewer personally guaranteed payment of BW’s loan in his email 

to Leonard, then Brewer’s liability for the unpaid debt extends as far as BW’s 

liability. See W. Bank–Downtown v. Carline, 757 S.W.2d 111, 113 (Tex. App.—

Houston [1st Dist.] 1988, writ ref’d) (“A guarantor’s liability on a debt is measured 

by the principal’s liability unless a more extensive or more limited liability is 

expressly set forth in the guaranty agreement.”); Estate of Todd v. Int’l Bank of 

Commerce, No. 01-12-00742-CV, 2013 WL 1694937, at *4 (Tex. App.—Houston 
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[1st Dist.] Apr. 18, 2013, pet. filed) (mem. op.). As a guarantor, Brewer would be 

jointly and severally liable for the unpaid debt. Under any of these three theories 

of recovery supported by the record, Brewer and BW are jointly and severally 

liable for the unpaid debt. Accordingly, we hold that the trial court erred in 

apportioning the damages.

Conclusion

Because Brewer and BW are jointly and severally liable for the full amount 

of the trial court’s award (principal, interest, attorney’s fees, and court costs), we 

modify the judgment to include joint and several liability and affirm as modified.

Jane Bland

Justice

Panel consists of Chief Justice Radack and Justices Bland and Huddle.