1

In The

Court of Appeals

Ninth District of Texas at Beaumont

__________________

NO. 09-21-00023-CV

__________________

ROBIN ROUSE AND SABRINA ROUSE, Appellants

V.

THOMAS CAMPBELL, FOSTER MANAGEMENT, L.L.C., FOSTER 

TIMBER, LTD., AND CHRISTY W. KOLVA, Appellees

__________________________________________________________________

On Appeal from the 284th District Court

Montgomery County, Texas

Trial Cause No. 18-12-15871-CV 

__________________________________________________________________

MEMORANDUM OPINION

This is an appeal from a trial court’s order confirming an Arbitrator’s Award. 

Appellants Robin Rouse and Sabrina Rouse, individually and as the personal 

representative of the Estate of Terrill Scatena, filed this appeal to challenge the trial 

court’s Final Judgment, and they argue that the trial court erred by modifying the 

Arbitrator’s Award in a manner not authorized by statute. See Tex. Civ. Prac. & 

Rem. Code Ann. § 171.091. For the reasons explained below, we sustain their issue 
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on appeal and remand the matter to the trial court. We overrule the issues raised by 

Appellees Thomas Campbell, Foster Management, L.L.C., Foster Timber, Ltd., and 

Christy Kolva on cross-appeal for lack of jurisdiction.

Background

The underlying dispute in this case is about the dissolution of a family timber 

business. We have previously described background facts and certain aspects of the 

dispute among the parties in other rulings from this Court.

1 In the interest of clarity, 

we provide an overview of the parties and entities involved, but we limit our 

discussion to events that are relevant to the issues in this appeal. The underlying 

facts as to the structure and ownership of the business entities at issue are not 

disputed.

The individuals in this lawsuit are family members and descendants of 

Thomas S. Foster, as depicted in the family tree below:

1 See JPMorgan Chase Bank, N.A. v. Campbell, No. 09-20-00161-CV, 2021 

Tex. App. LEXIS 5001 (Tex. App.—Beaumont June 24, 2021) (mem. op.); In re 

Campbell, No. 09-20-00153-CV, 2020 Tex. App. LEXIS 9637 (Tex. App.—

Beaumont Dec. 10, 2020, orig. proceeding). The underlying litigation has also 

resulted in other appeals to this Court, but we do not include herein the details of

those appeals. See In re Campbell, No. 09-21-00274-CV, 2021 Tex. App. LEXIS 

9488 (Tex. App.—Beaumont Nov. 24, 2021, orig. proceeding); Rouse v. Campbell, 

No. 09-21-00023-CV, 2021 Tex. App. LEXIS 2828 (Tex. App.—Beaumont Apr. 

15, 2021, no pet.) (mem. op.); In re Campbell, No. 09-20-00153-CV, 2020 Tex. App. 

LEXIS 4356 (Tex. App.—Beaumont June 10, 2020, orig. proceeding).
3

Thomas S. Foster began acquiring timberlands in the early 1900s, and when he died, 

half of his interest in the timberlands passed to his daughter Letitia Foster Campbell. 

JPMorgan Chase Bank, N.A. v. Campbell, No. 09-20-00161-CV, 2021 Tex. App. 

LEXIS 5001, at *1 (Tex. App.—Beaumont June 24, 2021) (mem. op.). In 1946, 

Letitia transferred her interest to the Letitia Foster Campbell 46 Trust (“the Trust”

a/k/a “LFC46 Trust”), and her son Neil Sr. was named as Trustee.2 Id. at **1-2. After 

Letitia’s children Neil Sr. and Jean died, the beneficial interest in the Trust was 

allocated to Letitia’s grandchildren as follows: 25% for Robin S. Rouse, 25% for 

Terrill Scatena Peterson, 16.66% for Neil Campbell Jr., 16.66% for Christy Kolva, 

2 The parties allege that the Trust assets also include real estate, mineral 

interest, stocks, and marketable securities in addition to timberlands. See, e.g.,

Campbell, 2021 Tex. App. LEXIS 5001, at *18.
4

and 16.66% for Thomas Campbell. Id. at *2. The Trust was to terminate upon the 

death of the last to die of Christy, Neil, Robin, and Terrill.3 Id.

In 1995, Neil Sr., Thomas, Christy, Neil, Terrill, and Robin formed Foster 

Management, L.L.C. (“Foster Management” or “the Company”) and Foster Timber, 

Ltd. (“Foster Timber” or “the Partnership”) to avoid the need to appoint a corporate 

trustee for the Trust following Neil Sr.’s death. Id. The Trustee contributed the Trust 

timber property to Foster Timber. Foster Management is the general partner of 

Foster Timber and owns 1% of the Partnership, and the Trust is a limited partner and 

owns 99% of the Partnership. Id. at **2-3. Thomas has served as President of Foster 

Management, Christy served as Treasurer from 1995 until 2018, and Sabrina 

(Robin’s daughter) has served as Treasurer since Christy resigned her position in 

2018. Under Foster Timber’s Partnership Agreement, Trustee JPMorgan, “shall not 

take any part in the management or control of the business, or transact any business 

of the Partnership or have any power to sign for or to bind the Partnership.” Foster 

Management manages the assets and day-to-day operations. After Neil Sr.’s death, 

the ownership of Foster Management was allocated as follows: 16.66% owned by 

Neil Jr., 16.66% owned by Thomas, 16.66% owned by Christy, 25% owned by 

Robin, and 25% owned by Terrill. 

3 Thomas Campbell is not a measuring life under the Trust. Campbell, 2021 

Tex. App. LEXIS 5001, at *2 n.2.
5

Terrill died in October 2020 after the Arbitrator’s Award issued, and the parties sent 

a communication to the trial court stating “all of Terrill’s interests in the Foster 

Entities were simply transferred to []Robin Rouse, an existing Defendant.” 

Underlying Claims and Arbitration

In December 2018, Plaintiffs Thomas Campbell, Christy Kolva, Foster 

Management, and Foster Timber filed an Original Petition and Application for 

Temporary Injunction against Defendants Neil Campbell Jr.,4 Robin Rouse, Terrill 

Scatena, and Sabrina Rouse. The petition also named JPMorgan Chase Bank, N.A., 

Trustee of the Letitia Foster Campbell Trust U/A/D May 14, 1946 (“JPMorgan”) as 

a “[n]ominal [d]efendant [and] necessary party to this litigation and the ADR 

4 Although Neil was originally one of the Appellants, he filed a motion to 

dismiss his appeal, which this Court granted. See Rouse v. Campbell, No. 09-21-

00023-CV, 2021 Tex. App. LEXIS 5662 (Tex. App.—Beaumont July 15, 2021, no 

pet.) (mem. op.). We discuss him herein only as necessary.
6

[p]rocess.”5 The petition alleged that the parties had experienced “more than a 

decade of dysfunction, dissension, and deadlock in the strategic management and 

day-to-day operations of Foster Timber and Foster Management.” The petition 

stated that Plaintiffs did not seek relief on the merits but only sought limited 

declaratory and injunctive relief to preserve the status quo and prevent irreparable 

harm while the ADR process moved forward. 

In January of 2019, Defendants Robin, Terrill, and Sabrina filed a Special 

Appearance challenging the trial court’s personal jurisdiction over them. Robin, 

Terrill, and Sabrina also filed a Motion to Compel Arbitration, Motion to Stay 

Pending Arbitration, and Plea to the Jurisdiction. The motion alleged that section 

13.1 of the governing Regulations of Foster Management require that any disputes 

relating to the Regulations must be submitted to mediation before initiating any 

additional proceedings. On February 11, 2019, Thomas and Christy as Claimants 

filed a Demand for Arbitration before the American Arbitration Association, and the 

trial court then ordered the parties to arbitration and stayed proceedings in an order 

signed April 12, 2019. 

5 JPMorgan was originally one of the Appellants, but it filed a motion to 

dismiss its appeal, which this Court granted. See Rouse, 2021 Tex. App. LEXIS 

2828. We discuss JPMorgan herein only as necessary.
7

The Arbitrator’s Award

After arbitration, the arbitrator issued a Final Award (“Arbitrator’s Award”) 

on March 23, 2020. In the arbitrator’s Findings of Fact, the arbitrator found that the 

family members had experienced disagreement and dissension for years, and this 

state of affairs had interfered with the ability of Foster Management to operate 

effectively, and the Foster Management Regulations require that certain major 

business decisions can only be taken with the approval of members owning 75% of 

the Company.6 The arbitrator noted that the family members had discussed ways to 

divide their business interests voluntarily, but they were unable to agree upon a plan. 

The arbitrator stated that he considered whether an involuntary winding up 

and termination of Foster Management was warranted under section 11.314 of the 

Texas Business and Organizations Code, which provides that a district court may 

order the winding up and termination of a limited liability company if:

(1) the economic purpose of the entity is likely to be unreasonably 

frustrated;

(2) 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; or

(3) it is not reasonably practicable to carry on the entity’s business in 

conformity with its governing documents.

Tex. Bus. Orgs. Code Ann. § 11.314. The arbitrator found the Claimants (Thomas

and Christy) had met their burden of proof on all three statutory requirements and 

6 Citing Article 6.1(b) of the Regulations of Foster Management, L.L.C. 
8

determined that Foster Management and Foster Timber “shall be dissolved in 

accordance with Section 11.314 of the Texas Business Organizations Code[.]” The 

arbitrator further ordered that the two entities “shall be liquidated[]”:

Under both the Foster Management Regulations and the Foster Timber

Limited Partnership Agreement, liquidation follows automatically and 

promptly after an Order of dissolution under Section 11.314 of the 

Texas Business Organizations Code. Article 12.2 of the Foster 

Management Regulations states the following: “On dissolution of the 

Company, a Majority in Interest shall appoint one or more Members as 

Liquidator.” The remainder of Article 12 describes the duty of the 

Liquidator (or Liquidators) and the steps to follow in completing 

liquidation of the Company. Similarly, Article 12.1 of the Foster 

Management Limited Partnership Agreement states the following: “If 

the Partnership is dissolved under Section . . . 11.l(c) [through an Order 

of dissolution under Section 11.314 of the Texas Business 

Organizations Code], . . . the General Partner or, if necessary, a person 

or committee selected by a Majority in Interest of the Limited Partners 

(“Liquidator”) shall commence to wind up the affairs of the Partnership 

and to liquidate and sell its properties.” In this case, because Foster 

Management as the General Partner of Foster Timber will have been 

dissolved, JPMorgan as the Trustee of the LFC46 Trust will 

presumably select the liquidator to distribute the assets of the 

Partnership and to wind up its affairs. The remainder of Article 12.1 

and Article 12.2 describe the duties and powers of the Liquidator. 

Importantly for purposes of this arbitration, Article 12.3 gives the 

Liquidator the discretion to liquidate the assets of the Partnership 

through either “Cash Distributions” [Article 12.3(a)] or “Distribution 

in Kind” [Article 12.3(b)]. Finally, the remaining sections of Article 12 

describe the procedures for winding up and terminating the Partnership. 

The arbitrator declined to determine the form a liquidation of Foster Timber should 

take and concluded that “a qualified and experienced liquidator, as well as the 

appropriate judges, would be best equipped to resolve the remaining issues” 
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concerning liquidation of Foster Timber and Foster Management and the future of 

the Trust. The arbitrator also stated:

If, within thirty days following the issuance of this Final Award, a 

Majority in Interest of the members of Foster Management cannot 

decide on the appointment of one or more of its members as Liquidator 

under Article 12.2 of the Foster Management Regulations, the 

Arbitrator will retain jurisdiction in this arbitration to appoint one or 

more members as the Liquidator of Foster Management. 

Despite declining to determine how liquidation should occur, the arbitrator stated 

that a plan for dividing the timberland into five equally valued segments that had 

been developed by the Claimants’ expert “deserves careful consideration[.]” After 

awarding certain costs and fees (which are not the subject of this appeal), the 

Arbitrator’s Award concluded “[a]ll claims or counterclaims not expressly granted 

herein are denied.” 

Application to Confirm Arbitrator’s Award

The same day that the Arbitrator’s Award was signed, Plaintiffs filed an 

Application to Confirm Arbitrat[or’s] Award and Counterclaim for Trust 

Modification. The Plaintiffs characterized the Arbitrator’s Award as “sound, wellreasoned, and effectuates the common-sense solution apparent to everyone who 

encounters the dysfunctional family business that is the subject of these 

proceedings.” The Plaintiffs stated that there were “no conceivable grounds for 

vacating, modifying, or correcting” the Arbitrator’s Award, and they requested the 

trial court issue an order confirming the Arbitrator’s Award “in all respects.” 
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Plaintiffs alleged that since Foster Timber and Foster Management have been 

dissolved under the Arbitrator’s Award, “JPMorgan is preparing to implement a 

liquidation process that will have disastrous consequences.” According to Plaintiffs, 

“JPMorgan has made clear that it intends to sell the Trust assets and invest the 

proceeds in marketable securities over which JPMorgan will have complete control.” 

Plaintiffs argued that without an order modifying the Trust, the family faces tax 

losses “in the tens of millions as a result of JPMorgan’s sale of the timberland 

properties[.]” Plaintiffs further argued that a trust modification was the only way to 

avoid this outcome because a division of the Trust would allow the family members 

to manage their own shares of the timberlands instead of a wholesale sell-off by the 

Trustee. Plaintiffs requested “that the Court modify the Trust Agreement to allow 

for the division of the existing single Trust into five separate trusts, such that each 

beneficiary’s Share will be segregated into a separate and distinct trust set aside in 

proportion to such beneficiary’s existing Share of the Trust estate.” Plaintiffs asked 

the trial court to issue an order “modifying the [] Trust to achieve family branch 

autonomy and fair distribution of Trust assets and/or directing JPMorgan, as Trustee, 

to take actions to effectuate this same result.” 

Defendants Neil, Terrill, Robin, and Sabrina filed certain objections to 

confirmation of the award, but their objections did not relate to the issues in this 
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appeal.7 None of the parties asked the trial court to modify the Arbitrator’s Award 

to provide that JPMorgan shall select the liquidator for Foster Timber.

On May 18, 2020, JPMorgan filed a plea to the jurisdiction as to the 

Counterclaim for Trust Modification. JPMorgan argued that the Trust owns no land 

but only a partnership interest in Foster Timber; that during arbitration, no one was 

asking the arbitrator to modify the Trust; that JPMorgan did not expect that the 

members of Foster Management would agree to appoint a liquidator and JPMorgan 

believed it should do so upon confirmation of the Arbitrator’s Award; that the Trust 

was formed in California and has been administered in Illinois; that JPMorgan had 

filed a petition in an Illinois court seeking instructions that would allow JPMorgan 

to divide the trust into five subtrusts; and that the trial court could not grant the Trust 

modification counterclaim because it lacks jurisdiction over all of its beneficiaries 

and the Trustee.

On May 19, 2020, Neil and Benjamin (Ben) Campbell filed a Plea to the 

Jurisdiction Regarding Trust Modification. Relevant to the issues in this appeal, Neil 

and Ben argued that the Trust is not governed by an arbitration clause; that the 

7 Neil objected to confirming the Arbitrator’s Award based on its award of 

fees and ruling on indemnity. Terrill, Robin, and Sabrina objected to the Arbitrator’s

Award based in part on an alleged improper relationship between the arbitrator and 

Plaintiffs’ counsel, which we have already ruled on. See generally In re Campbell, 

2020 Tex. App. LEXIS 9637. Terrill, Robin, and Sabrina also objected to the 

Arbitrator’s Award to the extent that it made rulings as to Foster Timber because 

Foster Timber was not a party to the arbitration. 
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proposed Trust modification would pose financial risks and would fundamentally 

change who controls the Trust assets in a manner that lacks support in the settlor’s 

intent or the 1995 proceedings to amend the Trust; and Illinois has jurisdiction over 

the Trust that predates the Plaintiffs’ Counterclaim. Neil and Ben asked the trial 

court to decline jurisdiction to modify the Trust. 

On May 20, 2020, Defendants Terrill, Robin, and Sabrina filed a Response to 

Plaintiffs’ Application for Order in Support of Arbitration Against JPMorgan Under 

Tex. Civ. Prac. & Rem. Code § 171.086. Therein, they argued that the Trust was a 

California trust, it had never been administered in Texas, and it was currently 

administered in Illinois; that the Trust does not require modification or division to 

ensure implementation of the Arbitrator’s Award; that Article 12 of the Partnership 

Agreement controls the liquidation process, which permits distribution either in case 

or in kind; that the trial court’s jurisdiction to render judgment on the Arbitrator’s

Award is a distinctly different matter than its jurisdiction (if any) over the Trust; and 

that the trial court lacks jurisdiction over the counterclaim to modify the Trust 

because the Trust does not own land in Texas. Defendants Terrill, Robin, and 

Sabrina asked the trial court to deny Plaintiffs’ Application and Plaintiffs’ claim for 

Trust modification.
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The Trial Court’s Orders

On June 4, 2020, the trial court signed three orders. In the Order on 

Defendants’ Special Appearance, the trial court sustained Robin, Terrill, and 

Sabrina’s special appearance and ordered:

. . . all claims raised against Robin S. Rouse, Terrill A. Scatena, and 

Sabrina Rouse, including those related to modification of the LFC46 

Trust BUT NOT INCLUDING ANY OF THE CLAIMS RELATED 

TO THE ARBITRATION OF MATTERS IN THIS CASE, are 

dismissed with prejudice for refiling in Texas. 

In another order—Order Granting J.P. Morgan Chase’s, Neil Campbell’s and Ben 

Campbell’s Pleas to the Jurisdiction—the trial court stated:

. . . The Court finds that it lacks subject matter jurisdiction over the 

Trust Modification for the reasons presented in the Pleas to the 

Jurisdiction as well as the fact that the issue of Trust modification was 

an arbitrable issue, left for the Arbitrator and outside the scope of this 

Court’s authority under Chapter 171 of the Civil Practice and Remedies 

Code.

IT IS THEREFORE ORDERED that JPMorgan’s Plea to the 

Jurisdiction regarding the “Counterclaim for Trust Modification” is in 

all things GRANTED. IT IS FURTHER ORDERED that NEIL AND 

BEN CAMPBELL’S PLEA TO THE JURISDICTION REGARDING 

TRUST MODIFICATION is in al[l] things GRANTED.

IT IS FURTHER ORDERED that the claim for Trust 

Modification by Thomas Campbell, Christy Kolva, Isabelle Campbell, 

and Ashley Gates is hereby DISMISSED WITH PREJUDICE.

In its third order, the trial court found that “as a matter of law J.P. Morgan Chase 

generally appeared in this Court on January 9, 2019 via a filed general denial, as 

well as by filing its own Petition for Declaratory Judgment on August 1, 2019.”

Therefore, the trial court denied JPMorgan’s special appearance. In a separate 
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appeal, this Court determined that JPMorgan did not waive personal jurisdiction by 

filing a declaratory judgment action, that the trial court erred by denying JPMorgan’s 

special appearance, and that the Plaintiffs “failed to meet their burden to establish 

that the Texas court had personal jurisdiction over JPMorgan with regard to the trust 

modification counterclaim.” See Campbell, 2021 Tex. App. LEXIS 5001, at **5-6, 

**26-27. 

On January 7, 2021, the trial court signed an Order Confirming Arbitrat[or’s]

Award and Setting Attorney’s Fees Submission Date. Therein, the trial court stated 

that “Confirmation of the Arbitrat[or’s] Award is nothing but a ministerial act[,]”

citing sections 171.087 and 171.092(a) of the Texas Civil Practice and Remedies 

Code and Temple v. Riverland Co., 228 S.W. 605, 607 (Tex. App.—Amarillo 1921, 

no writ) (“The court, in entering the award, performs no judicial function in 

pronouncing judgment or in determining the rights of the parties. The entry is purely 

a ministerial act which the law commands as a duty.”). The order stated “[t]his Order 

incorporates all provisions of the Arbitrat[or’s] Award for all purposes.” 

The parties complained about a specific portion of the January 7th Order 

confirming the arbitration, wherein the trial court states:

Based on the Arbitrat[or’s] Award, it is further ORDERED, 

ADJUDGED, and DECREED that J.P. Morgan Chase as Trustee of the 

LFC46 Trust shall select a Liquidator pursuant to Article 12 of the 

Foster Management Regulations who shall liquidate Foster 

Management, LLC pursuant to the provisions of Article 12 of the Foster 

Management Regulations. 
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Defendants Robin and Sabrina filed a Motion to Set Aside and Alternatively 

Motion to Correct Order Confirming Arbitrat[or’s] Award and Informal Bill raising 

numerous challenges to the trial court’s Order. In their motion, Robin and Sabrina 

argued that the portion of the Order excerpted above “is not contained in the 

Arbitrat[or’s] Award and warrants correction[.]” They further argued that the 

Arbitrator’s Award makes clear that the liquidator shall be a member of Foster 

Management and JPMorgan is not a member. According to Robin and Sabrina, the 

Arbitrator’s Award correctly stated that (1) the General Partner of Foster Timber 

(that is, Foster Management) has the right to name the liquidator of Foster Timber 

and (2) the limited partners (that is, JPMorgan as Trustee) will have the authority to 

appoint the liquidator only if the General Partner does not do so. 

JPMorgan also filed a Motion Nunc Pro Tunc/To Clarify, stating that the 

portion of the Order requiring it to select a liquidator “was entered in error[]” 

because the Arbitrator’s Award does not require JPMorgan to select a liquidator for 

either Foster Management or Foster Timber and the arbitrator only “presumed” that 

JPMorgan—as the limited partner of Foster Timber—would appoint a liquidator for 

Foster Timber. JPMorgan explained that the Arbitrator’s Award referred to Article 

12.2 of the Foster Management Regulations, which states in relevant part, “On 

dissolution of the Company, a Majority in Interest shall appoint one or more 

Members as Liquidator.” 
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On February 17, 2021, Plaintiffs filed Notice to the Court Regarding Further 

Developments Related to Liquidation & Plaintiffs’ Further Opposition to Matters 

Set for Submission on February 19th. Attached as an exhibit thereto is a document 

dated January 26, 2021 and titled “Written Consent of the Members of Foster 

Management, LLC[.]” This document states, in relevant part, that the Article 12.2 of 

the Regulations of Foster Management provides that “On dissolution of the 

Company, a Majority in Interest shall appoint one or more Members as Liquidator.” 

The document further states:

Pursuant to Section 7.6(a) of the Regulations of Foster 

Management, LLC[8] Robin Rouse, Sabrina Rouse, Benjamin Campbell 

and Neil F. Campbell, Jr. as a Majority in Interest of Foster 

Management, LLC take the following Action by Written Consent:

Should the Arbitrat[or’s] Award and Confirmation Order 

become an enforceable final judgment, Sabrina Rouse, a Member, is 

8 Section 7.6(a) of the Regulations of Foster Management provides:

Any action required or permitted to be taken at any annual or

special meeting of Members requiring the vote of a Required Interest, 

a Majority in Interest, or some lesser percentage of the Sharing Ratios 

may be taken without a meeting, without prior notice, and without a 

vote, if a consent or consents in writing, setting forth the action so 

taken, shall be signed by a Required Interest, a Majority in Interest, or 

such lesser percentage of the Sharing Ratios as may be required to act 

under the Act, the Articles, or these Regulations. Every written consent 

shall bear the date of signature of each Member who signs the consent. 

A telegram, telex, cablegram or similar transmission by a Member, or 

a photographic, photostatic, facsimile or similar reproduction of a 

writing signed by a Member, shall be regarded assigned by the Member 

for purposes of this Section. Prompt notice of the taking of any action

by Members without a meeting by less than unanimous written consent 

shall be given to those Members who did not consent in writing to the 

action.
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appointed as the sole Liquidator of Foster Management, LLC as called 

for by Article 12.2 of the Regulations of Foster Management. As 

Liquidator, Sabrina Rouse shall continue to operate the Company 

properties with all the power and authorities of the Members. 

On February 20, 2021, the trial court signed an Order on Motion Nunc Pro 

Tunc. The court noted the following:

• The Arbitrat[or’s] Award actually quotes from Art. 12.1 of the 

Forest [sic] Timber Limited Partnership Agreement, but mistakenly 

attributes the quote to the “Foster Management Limited Partnership 

Agreement”:

“If the Partnership is dissolved under Section...[11.1](c) [through 

an Order of dissolution under Section 11.31-i of the Texas Business 

Organizations Code] . . . the General Partner or, if necessary, a 

person or committee selected by a Majority in Interest of the Limited 

Partners (‘Liquidator’) shall commence to wind up the affairs of the 

Partnership and to liquidate and sell its properties. In this case, 

because Foster Management as the General Partner of Foster Timber

will have been dissolved, JPMorgan as the Trustee of the LFC46 

Trust will presumably select the liquidator to distribute the assets of 

the Partnership and to wind up its affairs.”

• The error by the Arbitrator in the attribution of his quote led this 

Court to its January 7, 2021 Order saying JPMorgan is required to 

select a liquidator for Foster Management instead of saying it is 

required to select a liquidator for Foster Timber.

• It is entirely appropriate for JPMorgan to select the liquidator under 

the quoted provision because it held a 99% limited partnership 

interest in Foster Timber as the trustee of the LFC46 Trust. Foster 

Management had held the other 1% interest.

• Although the Arbitrator did not order JPMorgan to select a 

liquidator (see paragraph 12 of the Conclusions of Law in the 

Arbitrat[or’s] Award), given that the Arbitrator both dissolved and 

liquidated Foster Timber and Foster Management, but did not order 

the members to take any action toward liquidating Foster 
18

Management (instead retaining jurisdiction to do so if the members 

failed to take appropriate action (see paragraphs 12 and 14 of the 

Conclusions of Law), the Arbitrator’s intent in this regard is clear, 

as is the mistaken reference to Foster Management when intending 

Foster Timber.

The trial court then ordered that its Order of January 7, 2021 be modified by the 

Final Judgment to say that “JPMorgan is ordered to determine a liquidator for Foster 

Timber instead of Foster Management.”

On February 20, 2021, the trial court signed a Final Judgment, entirely 

replacing its January 7, 2021 Order. The trial court stated that, because the Trust 

modification claim was dismissed for lack of subject matter jurisdiction, the only 

pending matter was confirmation of the Arbitrator’s Award, and “Confirmation of 

the Arbitrat[or’s] Award is nothing but a ministerial act.” The trial court ordered that 

the Arbitrator’s Award is confirmed, ordered dissolution of both Foster Timber and 

Foster Management, and stated, in relevant part: 

Based on the Arbitrat[or’s] Award, it is further ORDERED, 

ADJUDGED and DECREED that J.P. Morgan Chase as Trustee of the 

LFC46 Trust shall select a Liquidator pursuant to Article 12 of the 

Foster Timber Regulations who shall liquidate Foster Timber, LLC 

pursuant to the provisions of Article 12 of the Foster Management 

Regulations. 

On April 14, 2021, JPMorgan appointed the Stapleton Group as liquidator of 

Foster Timber.9

9 Our record does not indicate that any party filed a supersedeas bond.
19

Issues

Appellants argue that the trial court erred by modifying the Arbitrator’s 

Award to order that JPMorgan select a liquidator for Foster Management. According 

to Appellants, the trial court erred in modifying the Arbitrator’s Award in a way that 

no party had requested, that was contrary to the terms of the partnership Agreement, 

that ignored the appointment of the liquidator who would need to be selected by a 

Majority in Interest of the Members of Foster Management, and the trial court’s 

order was without reason and not authorized by statute. Appellants also argue that 

the trial court should not have taken the dissolution process out of the family’s hands. 

Appellants ask this Court to reverse the portion of the trial court’s final judgment 

that orders JPMorgan to select a liquidator for Foster Timber and to modify the final 

judgment to conform to the arbitrator’s award. Appellants also ask this Court to 

. . . acknowledge that, pursuant to Section 12.2 of the Regulations, and 

Section 12.1(a) of the Partnership Agreement, Sabrina Rouse, as the 

duly appointed liquidator of Foster Management, acts with the power 

and authority of the General Partner in connection with the dissolution 

of Foster Timber, and that she is therefore charged with the duty and 

authority to wind up the affairs of Foster Timber and to liquidate its 

assets.

Appellants do not appeal the Arbitrator’s Award or the arbitrator’s holding that the 

company and partnership be dissolved and liquidated.

Appellees argue this Court should decline the invitation to appoint Sabrina as 

Foster Timber’s liquidator. That said, in two issues in their cross-appeal, Appellees 
20

also contend that the trial court erred in denying JPMorgan and Neil Jr.’s pleas to 

the jurisdiction and in ruling that it lacked jurisdiction to modify a Texas trust and 

divide Texas real property. Appellees also argue that the trial court erred in granting 

Robin’s, Terrill’s, and Sabrina’s special appearance and finding that it lacked 

personal jurisdiction over them.

Standard of Review

We review de novo a trial court’s order confirming, modifying, or vacating an 

arbitration award. See Conn Appliances, Inc. v. Puente, No. 09-18-00326-CV, 2020 

Tex. App. LEXIS 6410, at *7 (Tex. App.—Beaumont Aug. 13, 2020, no pet.) (mem. 

op.); Constr. Fin. Servs. v. Douzart, No. 09-16-00035-CV, 2018 Tex. App. LEXIS 

1551, at *6 (Tex. App.—Beaumont Feb. 28, 2018, pet. denied) (mem. op.) (citing 

D.R. Horton-Tex., Ltd. v. Bernhard, 423 S.W.3d 532, 534 (Tex. App.—Houston 

[14th Dist.] 2014, pet. denied)). Texas law favors arbitration, and under Texas law, 

the review of arbitration awards is “extraordinarily narrow.” Hoskins v. Hoskins, 497 

S.W.3d 490, 494 (Tex. 2016) (citation omitted); Conn Appliances, Inc., 2020 Tex. 

App. LEXIS 6410, at *7. An arbitration award has the same effect as a judgment of 

a court of last resort, and we indulge all reasonable presumptions in favor of the 

award and none against it. See Conn Appliances, Inc., 2020 Tex. App. LEXIS 6410, 

at *7; see also CVN Grp., Inc. v. Delgado, 95 S.W.3d 234, 238 (Tex. 2002); Midani 

v. Smith, No. 09-18-00009-CV, 2018 Tex. App. LEXIS 8954, at *10 (Tex. App.—
21

Beaumont Nov. 1, 2018, pet. denied) (mem. op.). An appellate court gives great 

deference to an arbitrator’s award, and such awards are presumed to be valid. See 

Delgado, 95 S.W.3d at 238. Generally, even where the arbitrator has made a mistake 

of law or fact, courts may not vacate or modify the award. See Midani, 2018 Tex. 

App. LEXIS 8954, at *10. We consider the entire record in our review. See Conn 

Appliances, Inc., 2020 Tex. App. LEXIS 6410, at *7.

“Unless grounds are offered for vacating, modifying, or correcting an award 

under Section 171.088 or 171.091 [of the Texas Arbitration Act], the court, on 

application of a party, shall confirm the award.” Tex. Civ. Prac. & Rem. Code Ann. 

§ 171.087 (emphasis added). A trial court may modify or correct an arbitration 

award only if:

(1) the award contains:

(A) an evident miscalculation of numbers; or

(B) an evident mistake in the description of a person, thing, or 

property referred to in the award;

(2) the arbitrators have made an award with respect to a matter not 

submitted to them and the award may be corrected without affecting the 

merits of the decision made with respect to the issues that were 

submitted; or

(3) the form of the award is imperfect in a manner not affecting the 

merits of the controversy.

Id. § 171.091. 

In the absence of a clear agreement to limit the arbitrator’s authority and 

expand the scope of judicial review, on appeal this Court may not exercise expanded 

judicial review. See Midani, 2018 Tex. App. LEXIS 8954, at *12 (citing Forest Oil 
22

Corp. v. El Rucio Land & Cattle Co., 518 S.W.3d 422, 432 (Tex. 2017)). The trial 

court that is asked to confirm an arbitration award may not substitute its judgment 

for the arbitrator’s nor speculate about the arbitrator’s intent. See Garza v. Phelps 

Dodge Ref. Corp., 262 S.W.3d 514, 519 (Tex. App.—El Paso 2008, no pet.); Baker 

Hughes Oilfield Operations, Inc. v. Hennig Prod. Co., 164 S.W.3d 438, 447 (Tex. 

App.—Houston [14th Dist.] 2005, no pet.) (citing Riha v. Smulcer, 843 S.W.2d 289, 

293 (Tex. App.—Houston [14th Dist.] 1992, writ denied)).

The Arbitrator’s Award ordered that Foster Management and Foster Timber 

“shall be dissolved” and “shall be liquidated.” Referencing Article 12.2 of the Foster 

Management Regulations, the arbitrator wrote that upon dissolution of the company, 

“‘a Majority in Interest shall appoint one or more Members as Liquidator.’” The 

arbitrator then stated, “because Foster Management as the General Partner of Foster 

Timber will have been dissolved, JPMorgan as the Trustee of the [] Trust will 

presumably select the liquidator to distribute the assets of the Partnership and to 

wind up its affairs.” The arbitrator acknowledged that Article 12.3 gives the 

Liquidator discretion whether to liquidate the assets of the Partnership in cash or in 

kind, and the arbitrator expressly declined to determine the form that liquidation 

should take. Rather, the arbitrator concluded that “a qualified and experienced 

liquidator, as well as the appropriate judges, would be best equipped to resolve the 
23

remaining issues concerning the liquidation of the Foster Timber Partnership and the 

future of the [] Trust.” 

While the arbitrator expressly ordered the dissolution and liquidation of Foster 

Management and Foster Timber, the arbitrator did not order that JPMorgan should 

select a liquidator. Instead, the arbitrator wrote that JPMorgan “will presumably

select the liquidator[.]” (emphasis added) Merriam-Webster defines “presumably” 

to mean “by reasonable assumption[.]” See Presumably, Merriam-Webster, 

https://www.merriam-webster.com/dictionary/presumably (last visited Nov. 15, 

2022). Black’s Law Dictionary defines “presume” to mean “[t]o assume beforehand; 

to suppose to be true in the absence of proof.” See Presume, Black’s Law Dictionary 

(9th ed. 2009). By contrast, Black’s defines “order” as “[a] command, direction, or 

instruction.” See Order, Black’s Law Dictionary (9th ed. 2009). Nothing in the text 

of the Arbitrator’s Award orders, commands, directs, or instructs JPMorgan to select 

the liquidator.

The trial court knew this, as acknowledged in the Order on Motion Nunc Pro 

Tunc (emphasis added):

Although the Arbitrator did not order JPMorgan to select a liquidator

(see paragraph 12 of the Conclusions of Law in the Arbitrat[or’s]

Award), given that the Arbitrator both dissolved and liquidated Foster 

Timber and Foster Management, but did not order the members to take 

any action toward liquidating Foster Management (instead retaining 

jurisdiction to do so if the members failed to take appropriate action 

(see paragraphs 12 and 14 of the Conclusions of Law), the Arbitrator’s 
24

intent in this regard is clear, as is the mistaken reference to Foster 

Management when intending Foster Timber. 

The trial court erroneously modified the Arbitrator’s Award to add an order 

that JPMorgan select the liquidator and in doing so improperly engaged in 

speculation about what the arbitrator “intended” when the arbitrator wrote that 

JPMorgan “will presumably select the liquidator[.]” This exceeded the scope of the 

statutory criteria enumerated in section 171.091. See Tex. Civ. Prac. & Rem. Code 

Ann. § 171.091.10 No party filed an application to modify or correct the Arbitrator’s

Award. See generally id. (explaining that a party must file an application to modify 

or correct an award.). A trial court reviewing the award errs by substituting its 

judgment for the arbitrator’s or when it speculates about the arbitrator’s intent. See 

Garza, 262 S.W.3d at 519; Baker Hughes Oilfield Operations, Inc., 164 S.W.3d at 

447 (citing Riha, 843 S.W.2d at 293). This Court has already determined that the 

trial court lacked personal jurisdiction over JPMorgan. See Campbell, 2021 Tex. 

App. LEXIS 5001, at **26-27. Therefore, we conclude that the trial court erred by 

including in its Final Judgment language ordering that JPMorgan “shall select a 

Liquidator[,]” and this paragraph should be stricken from the Final Judgment. See

Tex. Civ. Prac. & Rem. Code Ann. § 171.087.

10 By contrast, modifying the Arbitrator’s Award to change the reference to 

Foster Management to Foster Timber is allowable as an “evident mistake in the 

description of a person, thing, or property referred to in the award[.]” See Tex. Civ. 

Prac. & Rem. Code Ann. § 171.091(a)(1)(B).
25

Appellants have also asked that this Court to acknowledge that Sabrina is the 

“duly appointed liquidator of Foster Management[.]” We decline to do so because 

we are limited to reviewing a trial court’s rulings or judgments, and our record does 

not indicate that the trial court made any ruling on this issue. See Tex. R. App. P. 

33.1 (an issue on appeal must be preserved in the trial court by a timely objection 

and obtaining a ruling thereon).

Cross-Appeal

“A court must have both subject matter jurisdiction over a case and personal 

jurisdiction over the parties to issue a binding judgment.” Luciano v. 

SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 7-8 (Tex. 2021) (citing Spir Star AG 

v. Kimich, 310 S.W.3d 868, 871 (Tex. 2010)). In all proceedings concerning trusts, 

the trustee is a necessary party to the action. See Antolik v. Antolik, 625 S.W.3d 530, 

538 (Tex. App.—Texarkana 2021, pet. denied) (citing Tomlinson v. Khoury, 624 

S.W.3d 601, 608 (Tex. App.—Houston [1st Dist.] Oct. 27, 2020, pet. denied)); Ray 

Malooly Trust v. Juhl, 186 S.W.3d 568, 570 (Tex. 2006). That said, this Court has 

already ruled that the trial court lacked personal jurisdiction over JPMorgan as to the

counterclaim seeking a modification of the Trust. See Campbell, 2021 Tex. App. 

LEXIS 5001, at **26-27. Therefore, Appellees’ Counterclaim for Trust 

Modification fails for lack of jurisdiction, and we overrule Appellees’ issues on 

cross-appeal.
26

Appellees previously presented an argument that the trial court had in rem

jurisdiction over the Trust in JPMorgan Chase Bank, N.A. v. Campbell, 2021 Tex. 

App. LEXIS 5001.11 Appellees made the same argument in this appeal, wherein they 

argued “[b]ecause the trial court had in rem jurisdiction over the Trust assets, it did 

not need to have in personam jurisdiction over any Trust party[]” and “[t]he trial 

court’s personal-jurisdiction rulings are simply immaterial given its in rem

jurisdiction.” In JPMorgan Chase Bank, N.A. v. Campbell, this Court found the trial 

court lacked personal jurisdiction over JPMorgan and that personal jurisdiction over 

the trustee was material to the claim for trust modification, thereby implicitly 

overruling Appellees’ argument about in rem jurisdiction over the Trust assets. Id.

at **26-27.12 We follow our own precedent and reject the Appellees’ in rem

argument. 

Appellees also argue that the trial court was wrong when it ruled that it lacked 

personal jurisdiction over Robin, Terrill, and Sabrina. Robin, Terrill, and Sabrina 

participated in the arbitration. Neither Robin, Terrill, or Sabrina challenges the 

11 In JPMorgan Chase Bank, N.A. v. Campbell, the appellant was JPMorgan, 

and the appellees were Thomas Campbell, Christy Kolva, Foster Management, 

Foster Timber, Neil Campbell, Robin Rouse, Terrill Scatena, and Sabrina Rouse. 

See generally 2021 Tex. App. LEXIS 5001.

12 Appellees in JPMorgan Chase Bank, N.A. v. Campbell did not address in 

rem jurisdiction in their motion for rehearing filed in that appeal, and they did not 

file a petition for review with the Supreme Court of Texas in that matter. The 

mandate has issued in that case.
27

Arbitrator’s Award, and all parties agree that the Arbitrator’s Award is binding on 

them. Therefore, we need not address the issue of whether the trial court erred in its 

ruling that it lacked personal jurisdiction over Robin, Terrill, and Sabrina because 

that issue is moot. See Allstate Ins. Co. v. Hallman, 159 S.W.3d 640, 642 (Tex. 2005)

(“A case becomes moot if a controversy ceases to exist or the parties lack a legally 

cognizable interest in the outcome.”). We overrule Appellees’ issues on crossappeal.

Conclusion

Having sustained Appellants’ issue and having overruled Appellees’ issues on 

cross-appeal, we affirm the Final Judgment in part, and we reverse that portion of 

the Final Judgment that reads:

Based on the Arbitrat[or’s] Award, it is further ORDERED, 

ADJUDGED and DECREED that J.P. Morgan Chase as Trustee of the 

LFC46 Trust shall select a Liquidator pursuant to Article 12 of the 

Foster Timber Regulations who shall liquidate Foster Timber, LLC 

pursuant to the provisions of Article 12 of the Foster Management 

Regulations.

We remand to the trial court with instructions to modify the Final Judgment to delete 

the paragraph excerpted above in accordance with this opinion. See Tex. R. App. P. 

43.2(a), (d). 
28

AFFIRMED IN PART; REVERSED AND REMANDED IN PART.

_________________________

 LEANNE JOHNSON

Justice

Submitted on March 24, 2022

Opinion Delivered December 22, 2022

Before Golemon, C.J., Horton and Johnson, JJ.