Opinion issued November 26, 2013.

In The 

## Court of Appeals For The 

## First District of Texas

————————————

NO. 01
- 12
- 01057
- CV

——————————— TIM S. LEONARD , Appellant V. STEPHEN M. BREWER AN D BW OFFICE PARTNERS I, LP , Appellee s
On Appeal from the County Civil Court at Law No. 2 Harris County, Texas Trial Court Ca se 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, apport ioning damages between them. Leonard appeals, contending that2 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 “Ge neral Partner” of BW. The note stated that BW would repay the loan upon BW’s sale of a piece of real pro perty. In November 2009, BW sold th e property. N ei ther 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] contribut ion.” In December 2011, Leonard sued Brewer and BW for the unpaid debt. In it s final judgment, t he trial court held that both Brewer and BW were liable but apportioned damages between them rather than imposing joi nt and several liability. Leonard moved to amend and modify the j udgment. T he trial court never ruled on the motion; t hus it was overruled by operation of law. See T EX
. R. C IV
. P ROC
. 329 b(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.3 Standard of Review Whether the trial court erre d 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.). W hen 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 raise d by the evidence. Point Lookout W., Inc. v. Whorton , 742 S.W.2d 277, 279 (Tex. 1987); Nash v. Garden City Ap ts
. , No. 01

- 10

- 00369

- CV, 2011 WL 2410205, at *2 (Te x. App.

— Houston [1st Dist.] Jun. 9, 2011, no pet.) (mem. op.). Anal ysis 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. Unde r any theory of recovery supported by the record, Brewer and BW are jointly and severally liable for the unpaid debt.4 First, if the trial court found that Brewer was a general partner of BW, then
Brewer is j ointly and severally liable for BW’s obligation s which he undertook as a general partner

. See T EX
. B US
. O RGS
. C ODE A NN
. § 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 extend ing 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 wou ld be jointly and severally liable for the unpaid debt.
See T EX
. B US
. O RGS
. C ODE A NN
. § 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 extend s 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.

— Houston5 [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
appor tioning the damages. Conclusion
Because Brewer and BW are jointly and severally liable for the full amount of the trial court’s award (principal, interest, attor ney’s fees, and court costs), w e 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.