REVERSED AND REMANDED and Op inion Filed November 30, 2022 

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In The 

### Court of Appeals Fifth District of Texas at Dallas No. 05-21-00863-CV C3 VENTURE FLINT, LLC (TEXA S), C3 VENTURE FLINT, LLC (MICHIGAN), AND C3 PH, LLC, Appellants V. BLUE DOG HOLDINGS, INC., Appellee On Appeal from the 162nd Judicial District Court Dallas County, Texas Trial Court Cause No. DC-20-08434
MEMORANDUM OPINION Before Justices Myers, Pedersen, III, and Garcia Opinion by Justice Garcia Appellee Blue Dog Holdings, Inc. sued appellants for failin g to pay a debt, and it won its case on summary judgment. Appe llants argue that the trial judge erred by granting appellee’s summary-judgme nt motion and denying appellants’ summary-judgment motion. Concluding that neither side was entitled to summary judgment, we reverse and remand.–2– I. B ACKGROUND A. Factual Allegations In its live petition, appellee Blue Dog Holdings, Inc. (“Blue Dog”) alleged that it and one other entity, Green Gamb reezzi, LLC (“Gambreezzi”), loaned appellants $700,000 under a Lo an and Investment Agreement (“Agreement”). Pursuant to the Agreement, Blue Dog and Gambreezzi also performed certain services for appellants. A ppellants promised to pay Bl ue Dog $770,000 by a certain date. Appellants failed to pay, and the en tire amount remained due and owing when Blue Dog filed this lawsuit. B. Procedural History Blue Dog sued appellants, asserting a single claim entitled “Suit on a Note.” 1 Appellants answered. Blue Dog filed a summary-judgment mo tion solely against appellant “C3 Venture Flint LLC,” and thatappellant filed a response. 2 It appears that this summary-judgment motion was never co nsidered by the trial judge.

1 In their trial-court filings, both sides often referred to the Agreement as a note. 2 At this point we note that appellants are not name d consistently in the tria l-court filings. Appellant C3 PH LLC is generally identified without a comma be fore “LLC,” but appellants’ joint notice of appeal lists that appellant as “C3 PH, LLC.” The record is more confusing as to the other two a ppellants. It appears that they have the same name, “C3 Venture Flint LLC,” but one is a Michigan limite d liability company and the other is a Texas limited liability company. With respect to the Michigan company, Blue Dog’s filings generally omit the space between “C3” and “Venture,” but appellants’ filings generally include the space. Appellants’ summaryjudgment motion refers to these two parties as “C3 Venture Flint, LLC (TX)” and “C3 Venture Flint, LLC (MI),” but their notice of appeal refers to them as “C 3 Venture Flint, LLC (Texas)” and “C3 Venture Flint, LLC (Michigan).” When we must refer to a specific appellant, we refer to the Michigan “C3 Venture” company as C3MI, the Texas “C3 Venture” compan y as C3TX, and the other appellant as C3PH.–3– Blue Dog later filed a fi rst amended petition, which added alternative claims such as quantum meruit. This was Blue Dog’s live pleadi ng at the time of judgment. Appellants filed amended answers. Th eir live answers included verified denials that Blue Dog had capacity to su e on the Agreement because Blue Dog was not a party to the Agreement. Rather, the Agreement named Blue Dog Holdings, LLC, not Blue Dog Holdings, Inc., as a party. Appellants also asserted the affirmative defenses of waiver , quasi-estoppel, and laches. Appellants filed a traditional moti on for summary judgment on the entire case, arguing that Blue Dog could not r ecover because (1) Blue Dog was not a signatory of the Agreement, (2) no amountwas due and owing, and (3) appellants conclusively established all of their affirmative defenses. Blue Dog filed a second summary-ju dgment motion, this time seeking judgment on its note claim against all thr ee appellants. Appellants did not file a response to this motion. The docket sheet suggests that the trial judge held a hearing on each side’s summary-judgment motion, but there is no reporte r’s record of that hearing. The trial judge signed a final judgment that grante d Blue Dog’s motion and awarded Blue Dog damages, interest, and attorney’s fees against appellants. The judgment also denied “all relief not expressl y granted,” and it purported to dispose of all claims and parties. Appellants timely appealed.–4– II. I SSUES P RESENTED Appellants assert two issues on appeal. First, they argue that the trial judge erred by denying appellants’ summaryjudgment motion on the affirmative defens es of quasi-estoppel and laches. Second, they argue that the trial judge erred by granting Blue Dog’s summaryjudgment motion. We address appellants’ second issue first.
III. I SSUE T WO : W HETHER B LUE D OG W AS E NTITLED TO S UMMARY J UDGMENT A. Standard and Scope of Review We review a summary judgment de novo. Trial v. Dragon , 593 S.W.3d 313, 316 (Tex. 2019). When we review a summary judgment in favor of a claimant, we determine whether the claimant established every el ement of its claim as a matter of law. Alexander v. Wilmingt on Sav. Fund Soc’y, FSB , 555 S.W.3d 297, 299 (Tex. App.— Dallas 2018, no pet.). We consider the evidence in th e light most favorable to the nonmovant, indulge every reasonable infe rence in favor of the nonmovant, and resolve any doubts against the movant. Id

. If the nonmovant relies on an affirm ative defense to defeat summary judgment, it must come forward with eviden ce sufficient to raise a genuine fact issue on each element of the defense. TrueStar Petroleum Corp. v. Eagle Oil & Gas Co. , 323 S.W.3d 316, 319 (Tex. App. —Dallas 2010, no pet.). We take evidence favorable–5– to the nonmovant as true, a nd we draw every reasonable inference from the evidence in the nonmovant’s favor. Id

. When both sides move for summary judgm ent, each side bears the burden of establishing that it is entitled to judgment as a matter of law, and neither side can prevail because the other side has failed to carry its burden. SA-OMAX 2007, L.P. v. Certain Underwriters at Lloyd’s, London , 374 S.W.3d 594, 597 (Tex. App.—Dallas 2012, no pet.). We consider all the evidence accompanying both motions in determining whether either side’s motion should have been granted. Id . When the trial judge grants one motion and denies the other, we determine all questions presented. Id . We may affirm the trial court’s summary judgment, reverse and render judgment for the other side if appropriate , or reverse and remand if neither side carried its summary-judgment burden. Dallas Cent. Appraisal Dist. v. Mission Aire IV, L.P. , 279 S.W.3d 471, 474 (Tex. App. —Dallas 2009, pet. denied). In this case, the final judgment gran ts Blue Dog’s summary-judgment motion but does not mention appellants’ summary-j udgment motion. In its appellee’s brief, Blue Dog argues that appella nts failed to obtain a trial-court ruling on their motion. But, as noted above, the docke t sheet seems to indicate th at the cross-motions were heard together. Moreover, the final judgment recites that the trial judge considered Blue Dog’s motion, “all related briefing, all admissible evidence, and any argument of counsel,” which could encompass appella nts’ motion. Finally, at oral argument Blue Dog conceded that the trial judge de nied appellants’ motion. We accept that–6– concession and conclude that the judgmen t implicitly denied appellants’ summaryjudgment motion. See T EX

. R. A PP

. P. 33.1(a)(2)(A) (imp licit ruling suffices to preserve error). Accordingly, the evidence a ttached to appellants’ motion is part of the summary-judgment record for both motions. See SA-OMAX 2007, L.P. , 374 S.W.3d at 597. B. Applicable Law In their summary-judgment papers, the parties consistently treated the Agreement as a note, and appellants do not challenge that characterization on appeal. Accordingly, for purposes of this appeal, we assume that the Agreement is a note.
See Pike v. Tex. EMC Mgmt., LLC , 610 S.W.3d 763, 782 (Tex . 2020) (“A court of appeals may not reverse a trial court judgment on a ground not raised [by the appellant].”). The elements of a claim for breach of a promissory note are (1) a note exists, (2) the plaintiff is the legal owner and hol der of the note, (3) the defendant is the maker of the note, and (4) a certain ba lance is due and owing on the note. See Levitin v. Michael Grp., L.L.C. , 277 S.W.3d 121, 123 (Tex. A pp.—Dallas 2009, no pet.). C. The Summary-Judgment Evidence We summarize the evidence with an eye to the contested issues on appeal— (1) whether Blue Dog conclusively proved itself to be the owner and holder of the Agreement and (2) whether appellants raised a genuine fact issue on any of their affirmative defenses.–7– 1. Background Facts Appellants filed the declaration of Robe rt Schaffer, who e xplained the genesis of the transaction as follows . In the 2010s, Schaffer was investing in Michigan real estate. He worked with a real-estate broke r named Robert Waun. At some point he created the first C3 entity, C3MI, which was going to focus on recycling and renovating underutilized propertie s in Flint, Michigan. In 2016, Schaffer discusse d the opportunities in Flint with a friend, Dallas attorney Christopher A. Payne . Payne had two clients w ho wanted to get involved in the Flint opportunities, namely Dr. Tom Kenjarski, M.D. and Dr. Joel Ciarochi, M.D. The doctors agreed to invest $700,000 in C3MI in return for a 10% ownership interest in all C3-related entities. To accomplish this goal, Waun and the doctors negotiated the Agreement. 2. The Agreement The first paragraph of the Agre ement identifies the parties: This Loan and Investment Agreement is entered into effective as of the 29 th day of August 2016 between C3 PH, LLC, a Michigan Limited Liability Company (C3PH), C3Vent ure Flint, LLC, a Michigan Limited Liability Company (C3MI) and C3 Venture Flint, LLC a Texas Series Limited Liability Company (C 3TX) as Borrowers and Blue Dog Holdings, LLC a Texas Limited Li ability Company (Blue Dog) and Green Gambreezzi, LLC a Texas Limited Liability Company[ ](Gambreezzi) as the Lenders as set forth below. Although the Agreement calls all three a ppellants “Borrowers,” the parties agreed that C3PH would actually receive the money:–8– 1. Blue Dog and Gambreezzi each agree to loan C3PH the sum of [$350,000] for a total of Seve n Hundred Thousand and No/100 Dollars ($700,000.00) (“the Loan Amount”) for a period of thirty (30) days from September 1, 2016. The Agreement provides that “Blue Dog” (previously defined to mean Blue Dog Holdings, LLC) would receive the repayment: 2. The full Loan Amount shall be re paid to Blue D og on or before October 1, 2016, together with a consulting fee of [$70,000] (“the Consulting Fee”) for consu lting services provided by Blue Dog and/or its representatives. The Agreement provides that the lenders w ould then reinvest the loaned funds in return for equity in C3TX: 3. Upon repayment of the Loan Amount together with the Consulting Fee on or before Oc tober 1, 2016, Blue Dog and Gambreezzi agree to utilize the entire sum of [$770,000] to acquire a ten percent (10%) intere st in C3TX (“the C3 Equity Interest”). Such C3Equity Intere st shall be split equally between Blue Dog and Gambreezzi so that each such entity has a five percent (5%) interest ex clusive of the other. Kenjarski signed the Agreement on beha lf of “Blue Dog Holdings, LLC, a Texas Limited Liability Company” as its “Member/Manager/Director.” Ciarochi signed it on behalf of Gambreezzi as its “Member/Manager/Director.” 3. The Loan and the Fate of the C3 Enterprise Regarding the parties’ performance under the Agreement, the summaryjudgment evidence includes Schaffer’s depos ition testimony that “Blue Dog and Gambreezzi” each loaned $350, 000 to C3PH. Kenjarski stated in a declaration that appellants “defaulted on the [Agreement] by failing to pay as agreed. The entire–9– unpaid balance of the [Agreement] remains due and owing.” Schaffer agreed in his deposition that “C3 in fact di d not repay the loan amount.” As for the C3 enterprise as whole, th e summary-judgment evidence indicates that it was unsuccessful. According to Schaffe r, C3MI opened its ope rations in Flint, Michigan, and Waun hired over 100 pe ople. However, the accounting and bookkeeping employees for the C3 entitie s provided poor service, and Wuan mismanaged the business’s affairs. Kenjar ksi and Ciarochi proposed that they be placed in charge of accounting for all C3 entities, and Waun and Schaffer agreed that this was a good idea. According to Scha ffer’s declaration, “[a]fter about a year of action, C3MI was in need of money each month to me et payroll, land contract payments as well as other cash needs. In November 2017, Mr. Waun wanted to resign as CEO of all the C3 entities and cl aimed that C3MI was not going to make it.” Moreover, Kenjarski and Ciarochi “o ffered no real operational support,” and Schaffer hired a new local accounting servi ce to document the companies’ bills. Eventually, Schaffer had to lay off almost all employees of the C3 entities, and he said in his declaration that “C3MI is not able to continue its affairs.” 4. Evidence Regarding Whether A ppellee Blue Dog Holdings, Inc. Was Entitled to Payme nt Under the Agreement Appellants maintain that the evidence raises a genuine fact issue whether appellee Blue Dog Holdings, In c. is an owner or holder of the Agreement. They rely on the following evidence:–10– • An August 29, 2016 email from attorney Christopher Payne to Kenjarski, Ciarochi, Schaffer, a nd Wuan that covered a draft of the Agreement. That draft name d Blue Dog Holdings, LLC as the party entitled to repayment. • An August 30, 2016 email from Payne to the same four recipients that covered the final version of the Agreement, which again named Blue Dog Holdings, LL C as the party entitled to repayment. • An August 30, 2016 email from Kenjarski to someone named Shannon Bass in which Kenjarski said, “I approve $300,000 to be transferred from Blue Dog Holdings LLC.” • A September 28, 2016 email fr om Kenjarski to Shannon Bass with a subject line reading “Re: Wiring Instructions” and text saying, “green gambreezzi, LLC for joel” and “blue dog holdings, LLC for tom.” • A June 3, 2019 letter that Kenj arski emailed to Schaffer with copies to Ciarochi and Payne. In this letter, Kenjarksi wrote, “As you know, Blue Dog Holdings, LLC and Green Gambreezzi, LLC, which are wholly owned en tities belonging to me and Joel, each loaned $350,000 to [appe llants] via the Loan and Investment Agreement signed on August 30, 2016.” He went on to propose rescinding the Agreem ent if Schaffer returned the $700,000. • Schaffer’s declaration testimony that after the Agreement was executed he never agreed to any assignment of interest from Blue Dog Holdings, LLC to Blue Dog Holdings, Inc. on behalf of C3TX, C3MI, and/or C3PH. To his knowledge, no party to the Agreement ever proposed such an assignment. We agree with appellants that a jury c ould reasonably infer from this evidence that Blue Dog Holdings, LLC was the entity entitled to repayment under the Agreement and that it was the owner and hol der of the Agreement to the extent the Agreement constitutes a note.–11– Blue Dog, however, argues that it is ne vertheless a proper party to enforce the Agreement for several reasons: 1. Blue Dog Holdings, LLC does not exist. 2. Blue Dog Holdings, LLC’s appearance in the Agreement resulted from a drafting error. 3. Blue Dog Holdings, Inc. act ually sent appellants the money pursuant to the Agreement. 4. Certain K-1 tax forms prepared by appellants list Blue Dog Holdings, Inc., not Blue Dog Hold ings, LLC, as a partner in C3 Venture Flint LLC. We examine each proposition in turn. To prove that Blue Dog Holdings, LLC do es not exist, Blue Dog relies solely on one page of evidence, which it represents is a printout from the Texas Secretary of State’s webpage. The pertinent por tion of that printout is this:–12– We disagree that this document conclu sively proves either that Blue Dog Holdings, LLC does not exist as a Texas busin ess entity or that it did not exist as a Texas business entity when the Agreemen t was executed. The document does not state those facts; rather, Blue Dog asks us to infer them from the absence of Blue Dog Holdings, LLC from the ten-item list s hown. We cannot, for two reasons. First, we generally do not draw inferences from summary-judgment evidence in favor of the movant. See, e.g. , State v. Durham , 860 S.W.2d 63, 66 (Tex. 1993); Ennis, Inc. v. Dunbrooke Apparel Corp. , 427 S.W.3d 527, 535 (Tex . App.—Dallas 2014, no pet.). Here, the inference Bl ue Dog would have us draw is not one that a reasonable juror would be compelled to make. The docu ment indicates that a search for “blue dog holdings” generated 2,013 results, of wh ich only ten are s hown. Thus, “Blue Dog Holdings, LLC” could be among the 2,003 results not shown. Second, Kenjarski repeatedly referred to Blue Dog as “Blu e Dog Holdings, LLC” in his pre-litigation correspondence. This is some evidence that Blue Dog Holdings, LLC existed. Blue Dog next asserts that the appear ance of “Blue Dog Holdings, LLC” in the Agreement was necessarily a scrivener’s error because Blue Dog Holdings, LLC does not exist. Because we conclude that the latter premise is not conclusively proved, we further conclude th at Blue Dog’s “scrivener’s error” theory is also not conclusively proved. Third, Blue Dog asserts that it, and not Blue Dog Holdings, LLC, sent the money to appellants pursuant to the Ag reement. For support, it relies on two–13– passages from Schaffer’s depos ition. But neither passage conclusively proves Blue Dog’s assertion. The first is this: Q. Do you see where [the Agreement] says, “Blue Dog and Gambreezzi each agree to loan C3 PH the sum of $350,000” do you see that? A. Yes. Q. Did that in fact happen? A. Yes. But because the Agreement defines “Blue Dog” to mean “Blu e Dog Holdings, LLC a Texas Limited Liability Company,” Scha ffer testimony’s reasonably means that Blue Dog Holdings, LLC actu ally loaned C3PH the mone y. The second passage is this: Q. Yeah. So do you think—let’s ta lk about Blue Dog Inc. versus Blue Dog, LLC, which one do you think is the lender under the note? A. Well, the note says LLC. Bu t I know—I know it is on the tax reports that I received that there was Inc. Schaffer’s testimony here is equivocal and does not conc lusively establish that appellee Blue Dog Holdings, Inc. actually furnished the money that was loaned under the Agreement. Finally, Blue Dog argues that the eviden ce conclusively proves it is the owner and holder of the Agreement because it s hows that appellants issued three K-1 federal tax forms that listed Blue Dog Holdings, Inc. as a partner in “C3 Venture Flint, LLC.” We reject this argument for tw o reasons. First, it is factually incorrect.–14– The K-1s actually identify “Blue Dog Hold ing, Inc” and not “Blue Dog Holdings, Inc.” as a partner in C3 Venture Flint, LLC. 3 Thus, they do not establish that appellee was in fact a partner in C3 Venture Flin t, LLC. Second, the K-1s say nothing about the loan made under the Agr eement. Essentially, Blue Dog urges us to draw a conclusive inference that if the K-1s iden tified Blue Dog as a C3 owner, Blue Dog must have been the entity that furnishe d the money loaned under the Agreement. Although this may be a possible inference, it is not one we can draw in Blue Dog’s favor given its status as the summary-judgment movant. 4 See, e.g. , Durham , 860 S.W.2d at 66; Ennis, Inc. , 427 S.W.3d at 535.
D. Conclusion We agree with appellants that Blue Dog did not conclusively establish that it is the owner of, the holder of, or a pa rty entitled to repayment under the Agreement. 5 Accordingly, we sustain appellants’ second issue and hold that the trial judge erred by granting Blue Dog’s summary-judgment moti on. In light of our holding, we need

3 The K-1s also appear to state that “Blue Dog Ho lding, Inc.” is a partnership, not a corporation. 4 Blue Dog does not mention a sentence in Kenjarski’ s declaration that states, “Blue Dog is the legal owner and holder of the Note and no rights or obligations under the No te have been assigned to any third party.” Regardless, the other evid ence discussed above suffices to raise a genuine fact issue as to Blue Dog’s right to recover on the Agreement. 5 Appellants also argue that Blue Dog’s position fails as a legal matter because the nonexistence of Blue Dog Holdings, LLC would make Kenjarski, not Bl ue Dog Holdings, Inc., a party to the Agreement. See A to Z Rental Ctr. v. Burris , 714 S.W.2d 433, 436 (Tex. App.—Austin 1986, writ ref’d n.r.e.) (per curiam) (“[O]ne who contracts as an agent in the name of a nonexistent or fictitious principal, or a principal without legal status or existence, renders himself personally liable on those contracts.”). We need not address this argument.–15– not consider whether appellants successfully defeated Blue Dog’s summaryjudgment motion via one of their affirmative defenses.
IV. I SSUE O NE : W HETHER A PPELLANTS W ERE E NTITLED TO S UMMARY J UDGMENT In their first issue, appellants conte nd that they were entitled to summary judgment based on their affirmative defe nses of quasi-estoppel and laches.
A. Standard of Review When a defendant seeks summary judgmen t based on an affi rmative defense, it bears the burden of conclusively proving every essential element of the defense. Alexander v. Wilmingt on Sav. Fund Soc’y, FSB , 555 S.W.3d 297, 299 (Tex. App.— Dallas 2018, no pet.). We take evidence favorable to the nonmovant as true, and we indulge every reasonable inference and resolve every doubt in the nonmovant’s favor. Id . A matter is conclusively established if ordinary minds could not differ as to the conclusion to be drawn from the evidence. Id

. B. Quasi-estoppel 1. Applicable Law Quasi-estoppel is a term applied to certa in legal bars such as ratification, election, acquiescence, or acceptance of benefits. Forney 921 Lot Dev. Partners I, L.P. v. Paul Taylor Homes, Ltd. , 349 S.W.3d 258, 268 (Tex . App.—Dallas 2011, pet. denied). The doctrine precludes a person from asserting, to another’s disadvantage, a right inconsistent with a position previously taken. Id . It applies when it would be unconscionable to a llow someone to maintain a position–16– inconsistent with one in wh ich he or she acquiesced. Id . Unlike equitable estoppel, quasi-estoppel does not require a showing of a false repr esentation or detrimental reliance. Id

. 2. Application of the Law to the Facts Appellants’ theory is that Blue D og forwent repayment under the Agreement and accepted an equity owners hip interest in the C3 enterprise. They contend that allowing Blue Dog to obtain repayment unde r the Agreement’s original terms would permit an unconscionable change of positions by Blue Dog to appe llants’ detriment. In support of their argument, appellants assert that they conclusively proved that Blue Dog and Gambreezzi received an equity interest in appellants through the following evidence. First, they point to K-1 tax forms for 2016, 2017, and 2018 showing that Blue Dog and Gambreezzi were partners in a “Partnership” called “C3 Venture Flint, LLC” with a Michigan address. Those forms also purportedly show that Blue Dog and Gambreezzi (1) represente d to the IRS that th ey were owners of “the C3 entities” and (2) to ok large tax-loss deductions in 2016 and 2017 as owners of those entities. Appellants also rely on a June 2019 le tter from Kenjarski to Schaffer in which he proposed the following: [T]he simplest solution would be to rescind the Loan and Investment Agreement. You return our $700,000. 00, we forego any C3 claim(s), you and the remaining members of C3 ta ke all of the tax losses for 2018. If you are able to send us $700,000.00 by July 1, 2019, Joel and I are willing to waive the 10% Consulting Fee. However, if you are unwilling to rescind the Loan and Invest ment Agreement and return our–17– $700,000.00 by July 1, 2019, we w ill be forced to examine other alternatives. According to appellants, this letter is an admission that Kenjarski and Ciarochi received an equity interest in the C3 ent ities and took advantage of that status to declare the tax losses in 2016 and 2017. We disagree that the foregoing eviden ce conclusively proves the elements of quasi-estoppel by acceptance of benefits. Appellants themselves aver that C3MI— not Blue Dog—issued the K-1 forms. Thus , absent additional evidence that Blue Dog actually used the K-1 forms to secure some benefit, the K-1 forms are not evidence that Blue Dog took a position inconsistent with its current claim to be a lender rather than an equity owner. Appellants cite no evidence other than the June 2019 Kenjarski letter. But that letter does not state that Blue Dog was an equity owner or that Blue Dog claimed C3’s bus iness losses in 201 6 and 2017. Although Kenjarski’s offer to let C3’s members claim the tax losses for 2018 arguably supports an inference that Blue Dog took the tax losses in prior years, we cannot draw that inference in fa vor of appellants in their capacity as summary-judgment

movants. 6 See, e.g. , Durham , 860 S.W.2d at 66; Ennis, Inc. , 427 S.W.3d at 535.

6 The record also contains a one-page document a pparently prepared by a CPA in September 2020 that seems to indicate that “blue dog” received “K-1 p ass through losses” from “C3 Venture Flint, LLC” in 2016, 2017, 2018, and 2019. Appellants do not cite th is document in their quasi-estoppel argument. Even if they did, the document does not conclusively establis h any fact against appellee Blue Dog Holdings, Inc. because (1) the phrase “blue dog” is ambiguous in the cont ext of this case; (2) near the top of the page, the document refers to “Blue Dog Holding, LLC”; and (3 ) the document does not mention Blue Dog Holdings, Inc.–18– Appellants also argue that quasi-estoppe l is shown because Blue Dog actively participated in the manage ment and operations of the C3 entities for several years before seeking repayment of the loan. Bu t they cite no evidence to support this contention, and Schaffer’s declaration says that Kenjarski and Ciarochi “offered no real operational support.” Moreover, appellants do not explain why such participation, even if proved, would conclusively show th at Blue Dog was an equity owner of C3 entities rather than a lender to them. We reject appellants’ argument. Finally, appellants assert that Blue Dog’s summary-judgment response failed to deny that Blue Dog receiv ed an ownership interest in the C3 entities and received tax savings accordingly. But “[i]n our summary judgment practice, the opponent’s silence never improves the qua lity of a movant’s evidence.” Swilley v. Hughes , 488 S.W.2d 64, 67 (Tex. 1972). We reject appellants’ c ontention that they were entitled to summary judgment based on quasi-estoppel.
C. Laches 1. Applicable Law A party asserting the defe nse of laches must show both an unreasonable delay and harm resulting from the delay. In re Marriage of Stroud , 376 S.W.3d 346, 357 (Tex. App.—Dallas 2012, pet. denied). Ge nerally, laches will not bar a suit filed within the limitations period unless there is some element of estoppel or such extraordinary circumstances as would render it inequitable to enforce the claimant’s–19– right after a delay. Id . Laches will not bar an action filed within limitations unless allowing the action would work a grave injustice. Id

. 2. Application of the Law to the Facts Appellants concede that Blue Dog filed suit within the statute of limitations. They argue nonetheless that Blue Dog unr easonably delayed in filing suit by waiting almost four years after the repayment of the loan was due. Appellants further argue that it would be inequitable to allow Blue Dog to enforce the Agreement after the delay for the same reasons they assert under their quasi-esto ppel argument—i.e., Blue Dog obtained an equity in terest in the C3 enterprise, Blue Dog represented that fact to the IRS, Blue Dog benefited from its ownership by taking tax deductions, and Blue Dog, Kenjarski, and Ciarochi activel y participated in C3 ’s management and operations for several years. We have already concluded in our quasi-estoppel analysis above that appellants did not conclusive ly prove that Blue Dog’s claim is barred by estoppel. For the same reasons, we conclude that a ppellants did not conclu sively prove that allowing Blue Dog to press its claims would be inequitable or work a grave injustice to appellants. Thus, appe llants were not entitled to summary judgment based on laches.
D. Conclusion For the foregoing reasons, we overrule appellants’ first issue on appeal.–20– V. D ISPOSITION We reverse the trial court’s judgm ent and remand the case for further proceedings consistent with this opinion.

210863F.P05 /Dennise Garcia/ DENNISE GARCIA JUSTICE–21– 

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Court of Appeals Fifth District of Texas at Dallas JUDGMENT
C3 VENTURE FLINT, LLC (TEXAS), C3 VENTURE FLINT, LLC (MICHIGAN) , AND C3 PH, LLC, Appellants

No. 05-21-00863-CV V. BLUE DOG HOLDINGS, INC., Appellee On Appeal from the 162nd Judicial District Court, Dallas County, Texas Trial Court Cause No. DC-20-08434. Opinion delivered by Justice Garcia. Justices Myers and Pedersen, III participating.

In accordance with this Court’s opinion of this date, the judgment of the trial court is REVERSED and this cause is REMANDED to the trial court for further proceedings consistent with the opinion. It is ORDERED that each party bear its own costs of this appeal.
Judgment entered this 30th day of November 2022.