AFFIRMED and Opinion Filed March 3, 2021 

S 

In The 

Court of Appeals 

Fifth District of Texas at Dallas 

No. 05-19-00817-CV 

ANUBIS PICTURES, LLC AND CMA FILMS, LLC, Appellants 

V. 

LAUREN SELIG, SHAKE & BAKE PRODUCTIONS, 

STEPHEN LANNING, AND PHILIP HOBBS, Appellees 

On Appeal from the 162nd Judicial District Court 

Dallas County, Texas 

Trial Court Cause No. DC-17-17579 

MEMORANDUM OPINION 

Before Justices Pedersen, III, and Reichek1

Opinion by Justice Reichek 

Anubis Pictures, LLC and CMA Films, LLC (collectively “Anubis”) appeal 

two summary judgments dismissing Anubis’s claims against Lauren Selig and Shake 

& Bake Productions (collectively “Selig”). Additionally, Anubis appeals the trial 

court’s order granting the special appearances of Stephen Lanning and Philip Hobbs. 

In two issues, Anubis generally contends there were fact issues precluding summary 

 1

 The Honorable Bill Whitehill, Justice, participated in the oral argument and submission of this case, 

but not the issuance of the opinion, which occurred after the expiration of his term on December 31, 2020. 

See TEX. R. APP. P. 41.1(b) (“After argument, if for any reason a member of the panel cannot 

participate in deciding a case, the case may be decided by the two remaining justices.”). 
 –2– 

judgment in favor of Selig and the trial court had specific jurisdiction over both 

Lanning and Hobbs based on their actions as agents for Philco Films, Ltd. (“Philco”), 

a company based in London, England. Selig filed a cross-appeal asserting the trial 

court erred in denying her motion for sanctions against Anubis and its counsel. For 

the reasons that follow, we affirm the trial court’s judgments and orders. 

Background

 The actions giving rise to this lawsuit involve the financing of a film based on 

a screenplay entitled “Downslope” written by the late Stanley Kubrick. In 2009, the 

Kubrick estate granted authorization to develop and produce the screenplay to 

Philco, Lanning, and Hobbs. Hobbs, who was Kubrick’s son-in-law and a director 

of Philco, lives in London. Lanning, who resides in Spain, worked with Hobbs 

during the relevant time period. 

 In October 2013, Philco entered into an agreement with five individuals, 

collectively referred to as the SCVTA Group, to secure a portion of the financing for 

the production of Downslope. The members of SCTVA agreed to obtain financing 

for roughly half the anticipated cost of production in exchange for various finder’s 

fees, production credits, and participation points. 

 Shortly thereafter, SCTVA reached out to Anubis, a Texas-based company, 

to see if it wanted to invest in the film stating it would be “a great in-roads project” 

for the company to “become players in Hollywood.” Anubis responded with a letter 

stating that it would engage in “due diligence and further investigation” with respect 
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to arranging financing for Downslope. The letter contemplated that SCTVA would 

be the borrower of the funds and a term sheet would be forthcoming. It further stated 

that “[t]his letter and the Term Sheet impose no liability or obligation on Anubis in 

any way.” The record contains no indication that a loan to SCTVA was ever 

pursued. 

 In November 2013, Jacob Cohen, one of Anubis’s principals, was introduced 

to Selig, a partner in Shake & Bake Productions, in connection with a different 

project. Following a phone conversation between Cohen and Selig, Cohen sent Selig 

an email enclosing a non-disclosure agreement (“NDA”). The email stated that, 

once the agreement was executed, Cohen wanted to share a film opportunity with 

Selig that included Chris Pine and Anna Kendrick. The recital portion of the NDA 

stated, 

Anubis is in the business of financing, developing, creating, 

distributing, and publishing visual content for television, film, video 

games, internet, on-line, mobile, and other forms of distribution. 

[Selig] is a potential financial/creative partner and the parties desire to 

discuss the potential for Anubis to collaborate with [Selig] in

connection with the aforementioned project(s) (the “Discussions”) and 

to provide for the confidentiality of the Discussions and the information 

relayed during such Discussions. 

 The NDA further stated that the parties to the agreement would not use any 

confidential information received from the other party “except for the sole purpose 

of participating in the Discussions.” 

To be covered under the terms of the NDA, confidential information disclosed 

in written form was required to be marked confidential on its face. Any oral 
 –4– 

statement intended to be confidential had to be clearly designated as such by the 

disclosing party. In addition, confidential information was defined by the NDA to 

exclude, among other things, (1) information that had become publicly known 

through no wrongful act of the receiving party, (2) information rightfully received 

by the receiving party from a third party without restrictions on disclosure and 

without breach of the agreement, (3) information approved for release by written 

authorization of the disclosing party, and (4) information furnished by the disclosing 

party to a third party without a similar restriction on disclosure. 

The NDA specifically stated that neither Anubis nor Selig was obligated to 

enter into a transactional contract. In a provision entitled “No Obligation to 

Complete Transaction,” the parties agreed, 

Neither party is bound to proceed with any transaction between the 

parties unless and until both parties sign a formal, written agreement 

setting forth the terms of such transaction. At any time prior to the 

completion of such a formal, written agreement, either party may 

terminate the Discussions and refuse to enter into any subsequent 

transaction, for any reason or for no reason, without liability for such 

termination, even if the other performed work or incurred expenses 

related to a potential transaction in anticipation that the parties would 

enter into a formal, written agreement regarding such transaction. 

In a section entitled “Governing Law,” the NDA provided the agreement would be 

governed by the laws of the State of Texas and any action arising out of or relating 

to the agreement must be brought in Dallas County. The agreement concluded with 

the statement that “[n]o waiver or modification of any of the provisions of this 

Agreement shall be valid unless in writing and signed by both parties.” 
 –5– 

After Selig signed the NDA, Cohen emailed her a copy of a script for a film 

called “Mantivities” which he stated would star Pine and Kendrick. Cohen asked 

Selig to let him know when she had time to discuss financing for the Mantivities 

project, but, after some discussion, Selig decided not to participate. 

 During this time period, Anubis had begun communicating directly with 

Philco about the Downslope project. On December 2, Lanning emailed the members 

of SCTVA to let them know that Philco had decided all further negotiations would 

involve only Philco and Anubis. Lanning emailed Anubis the same day with points 

to address in preparation for signing a letter of intent between Anubis and Philco. 

Among the points to be addressed in the negotiations was whether Downslope would 

be filmed in Texas. Lanning stated Philco needed creative input and “confirmation 

by the director that Dallas will work as scripted, scheduled, and budgeted.” 

 In January 2014, while the letter of intent between Anubis and Philco was 

being negotiated, a team from Anubis met with Selig to discuss several potential 

projects, including Downslope. On January 10, an Anubis representative, Johnathan 

Brownlee, emailed Selig a link to a copy of the Downslope script. Neither the email 

nor the script was marked as confidential. Selig responded to Brownlee a few 

minutes later asking, “You own it outright?” Brownlee responded, “We have an 

executed exclusive to finance for Philco.” Brownlee went on to state that the director 

of the film, Jay Russell, had spoken with Joaquin Phoenix and Matt Damon and he 

requested that Selig not forward the script. In an email sent a few hours later, 
 –6– 

Brownlee told Selig the budget for the movie was approximately $20 million and, 

although it was originally budgeted to be shot in Romania, it was now going to be 

shot in Texas. Neither email was marked confidential. 

 Two and a half weeks later, on the morning of January 27, Brownlee emailed 

Selig again, asking if she was interested in discussing the “Kubrick deal.” Over the 

next several hours, Selig and Brownlee exchanged emails regarding issues such as 

sales estimates and producers. None of the emails was marked as being confidential 

or containing confidential information. Selig then asked Brownlee whether Anubis 

had shown the Downslope project to anyone else and she stated she had “deep 

relationships with Film Nation, Exclusive, and Voltage.” Brownlee responded they 

had not yet shown the project to anyone because Anubis wanted to solidify its 

financing partners first. Brownlee went on to state, “If you are interested, let us 

know. We can put together an LOI subject to budget, sales estimates . . . etc. and 

then take it to the market together.” 

 While Brownlee was in discussions with Selig, Cohen was continuing 

negotiations with Philco. Cohen emailed Lanning a letter of intent for Anubis and 

Philco “to enter into a more formal Production Financing Agreement.” In the letter, 

Anubis stated it was committed to funding up to half of the total budget for the 

production of Downslope in exchange for various production credits, approval 

rights, and fees. Anubis also specified that Downslope would be shot in Texas and 

based in Dallas. The letter concluded, “If the proposed terms are acceptable to you, 
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please sign below and we will incorporate these terms into the Agreement in which 

both parties shall commence to negotiate and draft in good faith, provided, however, 

that until the Agreement is executed, the proposed terms of this letter shall be in full 

force and effect.” Later that day, Lanning emailed the members of SCVTA stating 

Philco had “agreed and signed our LOI with Anubis. Many thanks for making the 

introduction possible.” 

 Half an hour after Cohen sent Lanning the Philco letter of intent, Brownlee 

emailed Selig a substantially similar letter stating, “If this works for you, please 

execute and return and we can move forward.” Brownlee testified the letter was 

based on discussions with Selig and memorialized the terms to which Selig had 

agreed. The terms set out in the Selig letter of intent were largely identical to those 

set forth in the Philco letter of intent, but with Selig in the place of Anubis and taking 

on the responsibility to fund 50% of the total cost of Downslope. The letter did not, 

however, give Selig some portions of the compensation Anubis was to receive from 

Philco pursuant to the Philco letter of intent. 

 The next day, January 28, although Selig had not executed the letter of intent, 

Brownlee emailed Selig and told her that she could send the Downslope script to her 

industry contacts. Brownlee made no mention of keeping the script confidential. 

Brownlee also told Selig he had not yet given any of her information to Philco, but 

that Philco was “open to our team financing the entire project” and he would set up 

a call with the “whole team” when she was ready. Selig asked if she could contact 
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the agent for Joaquin Phoenix, and Brownlee responded that she should “stay away 

from agents until we are able to come to an agreement . . . in principle . . . then we 

can hit it hard and get the deal packaged!” (Ellipses in original.) Brownlee also sent 

Selig a list of twenty well-known actors, including Ryan Gosling, Brad Pitt, Robert 

Downey, Jr., and Ryan Reynolds, who he believed might be interested in the project 

stating “Confidentially . . . and in no particular order . . . [] I think we can get any 

one of these guys based on the script and the Kubrick ‘last script’ buzz.” (Ellipses in 

original.) Selig then forwarded the Downslope script to her contacts at Film Nation 

and Voltage. The email began with “[s]ending this one to you confidentially” and 

went on to say that she and Anubis were “on the hunt for a sales company and to 

complete the funding for [the film].” 

Later that evening, Brownlee emailed Philco stating Anubis had “a great call 

with one of our financial and producing partners regarding ‘Downslope’” and the 

partner had “expressed strong interest in financing the entire project.” Brownlee 

also stated that Anubis had a “signed NDA with this group.” Although Brownlee 

had already told Selig she could speak with her contacts, he requested permission 

from Philco to “reach out to some of our strategic distribution and sales partners” 

including “Exclusive, Film Nation, and potentially Voltage.” Brownlee went on to 

state, “We noticed that we do not have a mutual NDA between our groups and, as a 

matter of course, have attached [one] for your execution. We are then happy to share 

our partner’s information and set up that call. If you would also not share the project 
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with any other potential financing partners until further notice, it would be 

appreciated.” The Philco NDA was nearly identical to the one signed by Selig. 

 On January 30, Selig emailed Brownlee asking if she could contact another 

individual with whom she frequently partnered on funding things. Selig stated, 

“Also I want to be clear about how this works if I help you get the money or fund it 

myself. I don’t want to get into a situation where I pull off a little miracle and get 

left in the dust. Has happened before. It’s not fun.” 

 Shortly thereafter, Cohen sent Selig a copy of Anubis’s letter of intent with 

Philco. Selig responded, “This is your letter to them. Did they counter sign? Just 

want to make sure you really have this buttoned up and that if I help you raise the 

capital on this that I am attached as a producer with fees pari [passu] to you.” 2 Selig 

testified that the Philco letter of intent did not indicate to her that Anubis had an 

“executed exclusive” with Philco as had been represented, but only a preliminary 

arrangement to fund half of the film’s production budget. She also did not view the 

letter as an enforceable financing agreement. Selig stated she then sought to make 

contact directly with Philco through her industry contacts with the Downslope 

director, Jay Russell. 

 On January 31, Russell introduced Selig to Lanning and Hobbs via email. 

Selig told them she was excited about the project and would love to help them get it 

 2

 “Pari passu” is a Latin phrase meaning at the same rate or on equal footing. 
 –10– 

funded. This email was followed by a phone conversation and a request by Selig to 

meet with the men when she was in Europe in February. 

 Selig then emailed Brownlee stating that she had talked with Lanning and 

Hobbs and she was “going to get this funded.” Brownlee responded, “Let’s get you 

officially attached and then we can set some stakes in the ground and get this done!” 

Selig said she could meet with Anubis on February 14 when she returned from 

Europe and she wanted to discuss how funding the project would be structured. 

 Cohen then emailed Lanning asking him to sign the NDA he had sent earlier 

and proposed having “an introductory call” with Selig “with the intent that we begin 

the drafting of a short form agreement shortly thereafter.” Brownlee also sent an 

email to Philco and Selig stating, “We are glad to have our partner, Lauren Selig and 

her Shake and Bake productions excited to be a part of this project. Let us all get on 

a call on [February 3] and speak and set out some parameters and milestones ahead 

of us in order to act as one unified team.” 

 Before the February 3 conference call, Brownlee emailed Selig’s attorney, 

Matthew Hooper, stating Anubis was “happy to include Lauren as an equal partner 

in our current overall Anubis deal with Philco. Once we have an executed 

agreement, we will go back to Philco and get approvals on requested credits. I 

suggest a time/term for Lauren to line up the financing or a clause which states that 

the terms of her attachment and remuneration are subject to the performance and 

closing of the $21MM in financing for ‘Downslope.’” 
 –11– 

 Following the call, Selig emailed Lanning and Hobbs stating she would circle 

back with them after talking to Brownlee and asked again if they were available to 

meet while she was in Europe. Lanning responded that Hobbs would be in London 

when she was there and that he might be able to join them. Lanning further 

commented, “Those calls are funny. Until Anubis prove [sic] their half they control 

nothing really.” Selig relied, “Yes very funny. They pretend to be something they 

are not.” 

 Later that evening, Selig emailed Lanning and Hobbs asking about proof that 

the Downslope script was “authentically Kubrick.” Lanning responded that they had 

“a budgeted $2.2 mill fee payable directly to the Kubrick trust guaranteeing its 

pedigree. With an accompanying 60 page chain of title.” Lanning followed this 

with an email to Brownlee stating, “We will happily provide [chain of title] . . . when 

we in turn receive more proof of funds\Financing.” Brownlee forwarded the email 

to Selig and told her she could see the chain of title “[w]hen we show [proof of 

funds] or commit to the financing. I would suggest that we get our internal deal 

signed and then we can make the [chain of title] a request subsequent to executing 

the [short form agreement].” When Selig stated that she did not want to proceed 

further without seeing a chain of title, Brownlee responded that he understood “if 

[she] cannot continue at this point.” 

 The next morning, after Brownlee learned of Selig’s planned meeting in 

London with Philco and others, including Stanley Kubrick’s widow, Christiane 
 –12– 

Kubrick, Brownlee emailed Selig asking “are you okay with [t]he [chain of title] as 

you are now set to meet with the Kubrick family[?]” Selig forwarded the email to 

Lanning and Hobbs asking how they would like her to handle it. She stated, 

 [Brownlee] is being rather pushy about my signing a document 

with them. I am not going to get into a battle on this and would be 

happy to help you fund this and get it cast. If they have an exclusive 

with you then my only way to get involved would be to go through 

them. If not we need to figure out another way. And I am not interested 

in doing a meeting with christian[e] kubrick and anubis at the same time 

as I have not signed anything yet. 

When Brownlee did not receive a response from Selig about the meeting in 

London, he emailed Hooper, telling him, “We have arranged for Lauren to meet with 

the Kubrick estate in London . . . Can you give us timing on the Anubis/Selig 

document so we can manage expectations on all sides?” 

On the morning of February 5, Selig forwarded the Downslope script to 

another industry contact along with information about the project obtained from 

Russell that was forwarded to her by Lanning. The email stated, “I have the 

opportunity to produce with a company called Philco out of the UK that is the family 

rights holder. Ccd above. . . . As I mentioned, Glen at Film nation, nick at voltage 

and exclusive are the only sales companies that have it so far as they were preapproved by philco.” Selig then stated she would be meeting with Christianne 

Kubrick in one week and asked for help with casting and funding. 

Later that day, Lanning sent an email to Brownlee stating that Philco had other 

financiers “willing to go to the next stage with proof of funds via their bankers” and 
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asked if Anubis was able to respond accordingly. Lanning further stated that, “So I 

am able to deal sensibly with these potential other funders which is dependent on 

Anubis creating a new offer for 100% of the finance, I would like you to confirm in 

writing that Lauren Selig is signed to partner you in this new arrangement as you 

indicated on our recent telephone conversation.” Lanning forwarded the email to 

Selig and told her he would send her Anubis’s response. Selig responded that 

Brownlee had been trying to call her all morning, but she was “not going to sign his 

deal right now. He deserves a finder’s fee, but I don’t want to be tied to him through 

this process and I don’t like his way of making up stories. That doesn’t work for 

me.” Lanning agreed and noted that Philco would save additional fees if it did not 

contract with Anubis directly. 

Brownlee responded to Lanning’s email stating, “As I mentioned on the phone 

yesterday, we are completing internal documentation between Lauren and Anubis 

and we will get written confirmation to you once this is executed. In anticipation of 

that, we will be sending an adjusted LOI which allows for Anubis to finance 100% 

of “The Downslope” and additional credits to include Lauren and her company.” 

Lanning replied that he did not “need another LOI in anticipation of the 

Lauren/Anubis Deal. As obviously your deal with her is not finalized yet. More 

important to us is the question of you providing proof of funds now to accommodate 

other contacts.” Brownlee replied that Anubis’s funding was not contingent upon 

Selig’s involvement and they were prepared to speak to Philco’s other potential 
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investors once Philco had “signed agreements with them under the same terms as 

our executed agreement.” 

At the same time, Brownlee emailed Selig asking, “Are you still wanting to 

proceed with “The Downslope?” If you could give us an update, it would be 

appreciated. If so, we should put Matt [Hooper] in touch with our counsel, Larry 

Waks, to complete our agreement.” 

Nineteen days later, on February 24, when Philco had not received proof of 

funds from Anubis, Lanning sent an email entitled “Termination of Arrangement to 

Fund ‘The Downslope.’” In the email Lanning stated, 

It is with regret that Philco today is terminating its relationship with 

Anubis to part fund “The Downslope.” Your lack of contact has really 

unsettled us as well as putting doubt in Philco’s ability to perform with 

some of its other potential financial sources. We have been waiting 

since February 5th for you to come back to us with some answers or 

even to make any contact at all. I personally called on the 6th and 7th

leaving messages on your message service. You also never made any 

further contact with our Director who made time to meet up with you 

when you were planning your recent LA visit. We will naturally not 

discuss with anyone our reasons for ending this arrangement and wish 

you great success with all your other projects. 

 Despite this email, four months later, on June 29, Brownlee emailed Selig 

regarding their “mutual project, Downslope” and stated Anubis had become aware 

that she was pursuing the opportunity directly with Philco. Brownlee stated he 

“found this very disturbing as all parties are aware of our exclusive in this film 

project.” Brownlee referenced the non-disclosure agreement Selig signed in 

November 2013 and the fact that Anubis had later sent her the Downslope script in 
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January 2014. Brownlee then stated that, “As requested, we sent Matthew [Hooper] 

our executed agreement with Philco as well as a draft Term Sheet (January 27, 2014) 

for your/Shake and Bake’s involvement in our project, “Downslope.’” According 

to the email, Anubis made repeated attempts over the following weeks “to get the 

Anubis/Shake and Bake Term sheet completed and executed.” Brownlee advised 

Selig that “if it is your, or anyone whom you introduced this project too [sic], 

intention to proceed at any level with this project, we request that you immediately 

comp[l]ete and execute our agreement as originally intended.” 

 Hooper responded that Anubis had misrepresented its relationship with Selig 

to Philco and Anubis’s inability to participate in the project was due to its own 

“complacency and poor communication.” The email concluded by demanding that 

Anubis cease and desist from stating that “Anubis in any way represents Ms. Selig 

in any transaction” or from interfering in Selig’s current or prospective agreements 

and business relationships. 

 Anubis filed this action in December 2017 asserting claims against Selig, 

Lanning, and Hobbs for, among other things, breach of the Selig NDA, breaches of 

the letters of intent, quantum meruit, promissory estoppel, fraud, and breach of 

fiduciary duty. Lanning and Hobbs filed a special appearance contending the trial 

court lacked either general or specific jurisdiction over them. Selig filed two 

motions for summary judgment. 
 –16– 

Following separate hearings and in separate orders, the trial court granted 

summary judgment in favor of Selig, first on Anubis’s contract claims, and later on 

its claims for quantum meruit, promissory estoppel, fraud, and breach of fiduciary 

duty. On the same day the court granted Selig’s second summary judgment, it signed 

an order granting Lanning and Hobbs’s special appearance and dismissed the suit 

against them. 

Thirty days after Anubis’s claims were dismissed, Selig filed a motion for 

sanctions against Anubis and its counsel contending the claims against her were 

baseless as shown by Anubis’s own documents and the suit was brought solely for 

the purpose of harassment. Anubis responded that Selig failed to identify any proper 

basis for an award of sanctions and the motion was “nothing more than an effort to 

convert summary judgment practice into a fee-shifting mechanism.” The trial court 

denied Selig’s motion and she and Anubis filed these cross-appeals. 

Analysis

Summary Judgment 

I. Breach of Contract Claims 

In its appeal, Anubis first challenges the trial court’s summary judgment 

dismissing its claims against Selig for breach of contract. Selig moved for summary 

judgment on the contract claims asserting several grounds including that the 

evidence conclusively established (1) her nondisclosure agreement with Anubis did 

not restrict the information Anubis provided her regarding the Downslope project 
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and (2) the unsigned letter of intent was not binding on her. We review an order 

granting a motion for summary judgment de novo. Lujan v. Navistar, 555 S.W.3d 

79, 84 (Tex. 2018). To be entitled to summary judgment, the movant must show no 

genuine issues of material fact exist and they are entitled to judgment as a matter of 

law. Id. We first address Anubis claims against Selig based on the non-disclosure 

agreement. 

A. The Nondisclosure Agreement 

 Anubis contends the trial court erred in granting summary judgment on its 

claims under the NDA because the agreement applied to the Downslope project and 

there were fact issues regarding whether Selig misused confidential information 

Anubis had given her.3

 According to Anubis, the allegedly confidential information 

it provided Selig included the Downslope script and information about casting, 

budget, sales estimates, and staffing. The NDA between Anubis and Selig required 

that, for written material to be considered confidential, it must be marked 

confidential on its face. Excluded from the agreement was any information that was 

(1) publically known at the time it was disclosed, (2) approved for release by the 

disclosing party, or (3) rightfully received from a third party without restriction on 

disclosure. Absent a compelling reason, courts must respect and enforce the terms 

 3 As an alternate ground for summary judgment, Selig asserted that the NDA applied only to the 

Mantivities project. For purposes of this opinion, we assume the NDA applied to the Downslope project 

as urged by Anubis.
 –18– 

of the contract the parties have freely and voluntarily made. Bombardier Aerospace 

Corp. v. SPEP Aircraft Holdings, LLC, 572 S.W.3d 213, 230 (Tex. 2019). 

It is undisputed that the Downslope script was not marked confidential and, 

when Brownlee first shared it with Selig, he simply sent her a link to the script 

without any indication that it was confidential. In a later email discussing the film’s 

director and possible cast members, Brownlee simply stated, “Please do not forward 

the script.” This email was followed a short time later by an email in which 

Brownlee discussed the film’s budget and the fact that the filming location was being 

moved from Romania to Texas. Like the script, these emails were not marked as 

confidential and thus would not meet the agreement’s definition of confidential 

information. Only one email contained the word “confidentially” and the substance 

of that email was not information, but rather speculation by Brownlee about twenty 

popular actors he thought might be interested in the Downslope project. 

It is also undisputed that the Kubrick estate is the rights holder to both the 

Downslope script and the project. Lanning testified Philco became authorized to 

represent the Kubrick estate in connection with the Downslope project in 2009 and, 

since that time, Philco had shared the script with “many persons and entities . . . who 

were interested in developing the script into a movie.” Lanning further testified that, 

on behalf of Philco, he “shared with Lauren Selig the script for Downslope and 

various other materials relevant to the Downslope project.” Although Anubis argues 
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Philco restricted Selig’s ability to disclose the script, thereby making it confidential 

under the terms of the NDA, Anubis cites no evidence to support this assertion.4

 

Anubis contends that, even if the materials it disclosed to Selig were not 

initially covered by the agreement, there is a fact issue regarding whether the parties 

considered the information confidential because Selig treated it as such when she 

asked for Anubis’s permission to send the Downslope script and information about 

the project to some of her contacts. This argument begs the question of how Selig 

could have breached the NDA if she treated the information given to her as 

confidential in the manner prescribed by the agreement. 

The summary judgment evidence contains three disclosures by Selig of 

information about the Downslope project. The first two disclosures occurred on 

January 28, 2014, and were authorized by Anubis in writing, thus removing the 

information from the definition of confidential information under the terms of the 

agreement. The third disclosure occurred on February 5 and was specifically 

 4

 Although Anubis provides a record citation to support this argument, the page Anubis cites is a court 

reporter’s certification. Immediately preceding this page is deposition testimony by Selig in which she 

stated that it would be her “preference that the Downslope script isn’t shared to the greater public.” Anubis 

does not explain how this statement can be read to suggest that Philco restricted Selig’s use of the script. 

Alternatively, on the pages following the court reporter’s certification are emails between Selig and 

Lanning. In these emails Selig requested Philco’s permission to reach out to other contacts to “package” 

with her on the project. The emails do not contain any reference to restrictions on Selig’s use or disclosure 

of information, nor can any such restriction be inferred. Lanning’s response to Selig’s request was simply 

“Yes,” with no mention of any restrictions on the information Selig could provide her contacts. The email 

Selig then sent to one of her contacts, and on which both Lanning and Hobbs were copied, included the 

Downslope script and information about the budget, production, and casting with no mention of 

confidentiality. 
 –20– 

authorized by Philco. This disclosure included the script, to which Philco had the 

exclusive rights from the Kubrick estate, and information from the film’s producer 

given to Selig by Lanning, not Anubis.5

 

Anubis contends that, under the terms of the NDA, Selig was permitted to use 

the information it gave her about Downslope only for the purpose of participating in 

discussions with Anubis. Accordingly, it argues that her working directly with 

Philco constituted a violation of the agreement and any information she received 

from Philco was not “rightfully received.” In making this argument, Anubis 

attempts to bootstrap its claim that Selig violated the NDA to its claim that she 

breached the unsigned letter of intent. The NDA states that neither party is obligated 

to proceed with any transaction until both parties sign a formal, written agreement 

setting forth the terms of the transaction. The NDA further states that, at any time 

prior to the completion of such a formal, written agreement, Selig was free to 

terminate her discussions with Anubis. Nothing in the NDA prevented Selig from 

choosing not to proceed with Anubis and to work with directly with Philco. 

 5

 Lanning testified he gave Selig a copy of the script in February 2014. Anubis argues the evidence 

suggests this did not occur until after Selig sent the script to her contact on February 5. Because of this, 

Anubis contends Selig must have sent the copy it received from Anubis which was covered by the 

agreement and required Anubis’s authorization. Even assuming the script could be considered confidential 

information, it is undisputed that Anubis received its copy of the script from Philco and that Philco 

authorized Selig to disclose the script to her contact on February 5. Brownlee in fact testified that he 

requested Philco’s permission to share the script when he authorized Selig to make the January 28 

disclosures. Whether the copy of the script Selig sent her contact on February 5 was given to her by Anubis 

or Philco is a distinction that makes no difference. 
 –21– 

Nor does the NDA prevent Selig from using information she obtained from 

Anubis once she obtained the same information from Philco. In fact, the agreement 

excludes such information from coverage. While Selig may not have been aware of 

the opportunity to work with Philco prior to Anubis discussing the project with her, 

the opportunity itself was not confidential information and Anubis makes no 

argument to show that it was.6

 Although the agreement prevents Selig from 

disclosing to Philco any confidential information she obtained from Anubis of which 

Philco was unaware, there is no evidence in the record that this occurred. The 

evidence shows instead that Selig’s discussions with Philco involved information 

provided by, and originating from, sources unrelated to Anubis and given to Selig 

by Philco. Accordingly, we conclude the trial court properly granted summary 

judgment on Anubis’s claim for breach of the NDA. 

B. The Letter of Intent

Selig moved for summary judgment on Anubis’s claim for breach of the letter 

of intent contending the evidence conclusively showed no enforceable transactional 

contract was ever formed. Anubis concedes that Selig never signed the letter of 

intent, but argues there is a fact issue regarding whether an enforceable oral 

 6

 Selig provided summary judgment evidence showing that the production of the Downslope script and 

Philco’s involvement with the project was publically known for years before Anubis became involved. 

Although Anubis objected to this evidence, the trial court overruled these objections and, other than noting 

the objection, Anubis presents no argument or authority on appeal challenging the trial court’s ruling. 
 –22– 

agreement was created. We conclude the summary judgment evidence shows no 

enforceable contract was formed as a matter of law. 

To prove the formation of a valid and enforceable contract, Anubis is required 

to establish that (1) an offer was made; (2) the other party accepted in strict 

compliance with the terms of the offer; (3) the parties had a meeting of the minds on 

the essential terms of the contract; (4) each party consented to those terms; and (5) 

the parties executed and delivered the contract with the intent that it be mutual and 

binding. USAA Texas Lloyds Co. v. Menchaca, 545 S.W.3d 479, 502 n.21 (Tex. 

2018). In addition, a party seeking to recover under a contract bears the burden of 

proving that all conditions precedent have been satisfied. Chalker Energy Partners 

III, LLC v. Le Norman Operating LLC, 595 S.W.3d 668, 673 (Tex. 2020). Parties 

may agree that a formal, written agreement signed by the parties is a condition 

precedent to contract formation. Id. 

The elements of oral contracts are the same as for written contracts and must 

be present for a contract to be binding. Thornton v. Dobbs, 355 S.W.3d 312, 316 

(Tex. App.—Dallas 2011, no pet.). In determining whether an oral contract exists, 

we examine the communications between the parties and the circumstances 

surrounding those communications. Id. Although whether parties have formed a 

contract to which they intend to be bound is often a question of fact, it may be 

resolved by the court as a matter of law. See Chalker, 595 S.W.3d at 673. 
 –23– 

In this case, the only contract signed by both parties was the NDA. In that 

contract, Anubis and Selig agreed that neither party was “bound to proceed with any 

transaction between them unless and until both parties signed a formal, written 

agreement setting forth the terms of such transaction.” The Texas Supreme Court 

recently addressed the effect of a substantially similar “no obligation” provision in 

Chalker Energy Partners III, LLC v. Le Norman Operating LLC. Id. 

In Chalker, the parties signed a “Confidentiality Agreement” that included a 

“no obligation” provision stating “unless and until a definitive agreement has been 

executed and delivered, no contract or agreement providing for a transaction 

between the Parties shall be deemed to exist.” Id. The supreme court began its 

analysis of the effect of this provision by stressing that “Texas’s strong public policy 

favoring freedom of contract is firmly embedded in our jurisprudence.” Id. The 

court went on to conclude that language such as that found in the “no obligation” 

clause “makes clear the parties’ intent that the contemplated formal document is a 

condition precedent to contract formation.” Id at 674. Because no contract was 

“executed and delivered” by the parties as required by the confidentiality agreement, 

the court concluded no binding transactional contract was created as a matter of law. 

Id. 

The language in the NDA before us is substantively identical to the language 

presented in Chalker. The “No Obligation to Complete Transaction” provision of 

the NDA drafted by Anubis required the parties to sign a formal, written agreement 
 –24– 

setting out the terms of the transaction before the parties became contractually 

bound. Because Selig never signed a written agreement with Anubis, the agreed 

upon condition precedent to the formation of a transactional contract was never 

fulfilled and no binding contract was created. Id. 

Like the plaintiff in Chalker, Anubis argues Selig waived the requirement of 

an executed written contract by her conduct. Waiver is an intentional relinquishment 

of a known right or intentional conduct inconsistent with claiming that right. Id. at 

676. Although waiver is ordinarily a fact question, when the surrounding facts and 

circumstances are undisputed, waiver may be decided as a matter of law. Id. at 676–

77. To establish waiver by conduct, Anubis was required to show that Selig acted 

in a manner that was “unequivocally inconsistent” with relying on her right to not 

be bound until she signed a formal, written agreement. See id. at 677. 

The evidence Anubis relies upon to show waiver is largely affidavit testimony 

by Brownlee. In his affidavit, Brownlee stated that, on January 27, 2014, he spoke 

with Selig on the phone and “Anubis understood that agreement had been reached.” 

Brownlee further testified that “Selig requested that the terms be memorialized in 

writing” and “at Ms. Selig’s direction, Anubis sent Ms. Selig a letter of intent . . . 

memorializing those terms and requested her signature so that ‘we can move 

forward.’” 

Rather than demonstrating waiver, this testimony confirms that Selig was 

relying on the need for a signed, written agreement before she would be contractually 
 –25– 

bound to proceed with any transaction with Anubis. Brownlee’s testimony 

concerning his understanding of the conversation with Selig is insufficient on its 

own to create a fact issue. An interested witnesses’ affidavit testimony reciting that 

he believes certain facts to be true is not readily controvertible and has no probative 

value. Doe I v. Ripley Entm’t, Inc., No. 05-18-00470-CV, 2020 WL 57339, at *3 

(Tex. App.—Dallas Jan. 6, 2020, no pet.) (mem. op.). Brownlee’s self-serving 

statement that he believed an oral agreement had been reached, without any 

underlying factual support, will not raise a fact issue to defeat summary judgment. 

Id. 

The absence of underlying facts to support Brownlee’s testimony is made 

apparent by the abundant evidence showing that neither Selig nor Anubis conducted 

themselves in a manner suggesting an enforceable transactional agreement between 

them had been reached. Anubis points to the emails Selig sent to her industry 

contacts stating that she and Anubis were “on the hunt” for funding for the 

Downslope project as evidence that Selig believed the parties had finalized an 

agreement to work together. But the NDA drafted by Anubis contemplated the 

parties would “perform[] work or incur[] expenses related to a potential transaction 

in anticipation that the parties would enter into a formal, written agreement regarding 

such transaction.” It was agreed that such work would be performed without either 

party being liable to the other if they chose not to go forward with the transaction 

before a formal agreement was signed. Performing work related to the potential 
 –26– 

transaction does not, therefore, demonstrate Selig believed a binding transactional 

agreement between the parties existed or that she intended to waive the requirement 

of a formal, written contract signed by both parties. All other communications 

between Selig and Anubis are consistent with Selig’s assertion that no enforceable 

agreement had been created. 

Immediately before Selig sent the emails to her contacts stating that she and 

Anubis were “on the hunt” for funding, Brownlee told her that she could not contact 

the agent for one of the proposed actors because they had not yet “come to an 

agreement [] in principle.” Later that same day, Brownlee told Philco that Anubis 

had a signed NDA with Selig, but made no mention of any transactional agreement. 

Two days later, after Selig received a copy of the letter of intent between 

Philco and Anubis, Selig expressed concern to Brownlee that “if” she helped Anubis 

raise capital for Downslope, she wanted to make sure she was “attached as a 

producer with fees pari [passu]to [Anubis].” Contrary to Selig’s stated requirement, 

the letter of intent drafted by Anubis did not grant her the same compensation that 

Anubis was to receive. Accordingly, the letter of intent upon which Anubis relies 

did not reflect the deal Selig stated she wanted. 

Over the next several days, Anubis repeatedly requested that Selig sign the 

letter of intent so that she would be “officially attached.” Brownlee stated Anubis 

could not get approvals on producer credits for Selig until she and Anubis had “an 

executed agreement.” Additionally, Brownlee sent an email to Selig’s attorney 
 –27– 

suggesting that a clause be added to the agreement stating the terms of her 

attachment and remuneration would be subject to her performance in obtaining 

financing. It is clear from this, that the terms of a transactional agreement between 

Anubis and Selig were still being negotiated. 

Finally, on two different occasions, Brownlee indicated Selig was free to 

discontinue her involvement with Downslope. When Selig told Brownlee she did 

not want to continue exploring funding without a chain of title guaranteeing 

authenticity of the script, Brownlee responded that he understood if she chose not to 

continue with the project at that point. Brownlee later asked Selig if she was “still 

wanting to proceed with ‘The Downslope?’” All communications between Selig 

and Anubis clearly demonstrate Selig did nothing unequivocally inconsistent with 

her right to insist upon a formal, written agreement signed by both parties. We 

conclude the trial court properly granted summary judgment on Anubis’s claim for 

breach of the letter of intent. See Chalker, 595 S.W.3d at 677. 

II. Quantum Meruit

 As an alternative to its contract claims, Anubis additionally sought to recover 

from Selig under a quantum meruit theory. Anubis asserts that Selig’s email to 

Lanning in which she suggested Anubis was entitled to a “finder’s fee” for bringing 

the parties together was “legally sufficient evidence that Anubis provided her with 

valuable services or materials.” We disagree. 
 –28– 

 Quantum meruit is an equitable remedy based upon the promise implied by 

law to pay for beneficial services rendered and knowingly accepted. Hill v. Shamoun 

& Norman, LLP, 544 S.W.3d 724, 732 (Tex. 2018). To recover under quantummeruit, the claimant must prove that: (1) valuable services were rendered or 

materials furnished; (2) to the person sought to be charged; (3) those services and 

materials were accepted by the person sought to be charged, and were used and 

enjoyed by her; and (4) the person sought to be charged was reasonably notified that 

the claimant performing such services or furnishing such materials was expecting to 

be paid by the person sought to be charged. Id. at 732–33. A party generally cannot 

recover under a quantum meruit claim when there is a valid contract covering the 

services or materials furnished. Id. at 733.7 

 Anubis contends that it expected compensation for introducing Selig to 

Philco. To succeed on its claim, however, Anubis was required to show that it 

 7

 In her first motion for summary judgment, Selig contended that any services or materials furnished 

to her by Anubis were covered by the NDA, which specifically prohibited recovery for work performed or 

expenses incurred related to a potential transaction if the parties did not enter into a formal, written 

transactional agreement. After a hearing on Selig’s motion, the trial court granted summary judgment 

against Anubis on its contract claims, but reserved judgment on the remaining claims, including the 

quantum meruit claim, until after further discovery was conducted. Sometime later, Selig filed a second 

motion for summary judgment on Anubis’s remaining claims. In this motion, Selig did not reassert her 

argument that the NDA contractually barred Anubis’s claim for quantum meruit. Nor did she incorporate 

her prior motion for summary judgment by reference. In its order granting summary judgment in favor of 

Selig on Anubis’s claims for quantum meruit, breach of fiduciary duty, fraud, and promissory estoppel, the 

trial court stated it considered only Selig’s second motion for summary judgment. Accordingly, our review 

is limited to the grounds presented in that motion. 
 –29– 

expected compensation from Selig for introducing her to Philco. Id.

8

 The evidence 

presented by Anubis showed that it cultivated a relationship with Selig in the hope 

that she would agree to provide financing to Philco. If the deal was consummated, 

both Anubis and Selig would receive compensation from Philco. Anubis presented 

no evidence that there was ever any contemplation that Selig would compensate 

Anubis for anything. See Peko Oil USA v. Evans, 800 S.W.2d 572, 576 (Tex. App.—

Dallas 1990, writ denied) (quantum meruit claim fails absent evidence of expectation 

of payment from defendant). 

Even the gratuitous “finder’s fee” statement made by Selig, and relied upon 

by Anubis, cannot support Anubis’s claim. First, Selig was brought in by Anubis 

for the benefit of itself and Philco. As the “found” party, Selig would not be the one 

obligated to pay the fee. More importantly, Anubis’s alleged contract with Philco 

stated that Anubis was to provide funding for the Downslope project, not find other 

parties who would provide funding.9

 Anubis provided no evidence that either Selig 

or Philco expected or agreed at the time the introduction was made that Anubis 

would be paid a finder’s fee for its introduction of Selig to Philco. See id. (court will 

 8

 Anubis contends that Selig’s second motion for summary judgment challenged only the first two 

elements of its quantum meruit claim. We do not read Selig’s motion so narrowly. In her motion, Selig 

clearly argued that Anubis could not show it expected payment from her for any services it rendered. 

9

 Anubis contends that its due-diligence letter with SCTVA contemplated Anubis could arrange 

financing for Downslope with “one or more lenders.” This letter, by its terms, (1) was between only Anubis 

and SCTVA, (2) specified SCTVA as the recipient of funds raised by Anubis, and (3) “imposed no liability 

or obligation on Anubis in any way.” Selig was not a recipient of this letter and there is no evidence she 

was ever aware of it. Anubis does not explain how this letter concerning a potential loan that never occurred 

between two unrelated entities could create an implied obligation owed by Selig. 
 –30– 

not fabricate promise implied by law for cash payment parties neither expected nor 

agreed upon). 

Finally, it is elementary in the law governing quantum meruit that no recovery 

can be had for preliminary services that are performed with a view to obtaining 

business through a hoped-for contract. Id. at 577. “Where preliminary services are 

conferred for business reasons, without the anticipation that reimbursement 

will directly result, but rather, with the expectation of obtaining a hoped-for contract 

and incidental to continuing negotiations relating thereto, quasi-contractual relief is 

unwarranted.” Id. Quantum meruit relief may not be obtained where the claimant

did not contemplate compensation at the time the services were rendered or the 

defendant could not have reasonably believed the plaintiff expected compensation. 

Id. at 577–78. 

Anubis relies on the Texas Supreme Court’s opinion in Vortt Exploration Co. 

v. Chevron U.S.A., Inc., 787 S.W.2d 942 (Tex. 1990), to argue that quantum meruit 

relief can be based on the expectation of a future contract. In that case, the supreme 

court concluded that Chevron had sufficient notice that Vortt expected to be 

compensated for confidential information it provided Chevron when both parties 

understood the information was being disclosed based on the expectation of it being 

used as part of a joint operating agreement. Id. at 945. Anubis contends it is 

similarly entitled to quantum meruit relief because it furnished confidential 

information to Selig with the expectation that she and Anubis would enter into a 
 –31– 

transactional agreement. As this Court has stated, however, Vortt was decided on 

the narrow issue of sufficient notice only. Peko, 800 S.W.2d at 579. Vortt does not 

alter longstanding law that no quantum meruit recovery may be obtained based on 

services performed with a view toward obtaining a hoped-for contract. 

Unlike the facts presented in Vortt, Anubis has presented no evidence that 

Selig was reasonably notified that Anubis expected her to compensate it for the 

information it provided or that the information was disclosed to her based on the 

understanding that an agreement between them was certain to occur. Most of the 

alleged confidential information was disclosed to Selig on January 10, well before 

any discussions about working together on the Downslope project began. It was not 

until more than two weeks later that Anubis reached out to Selig to ask if she was 

interested in discussing the possibility of working with Anubis on Downslope. It 

was at this point that Anubis disclosed the remaining information and stated “If you 

are interested, let us know.” At the time the information was disclosed, therefore, 

there was clearly no understanding between the parties that an agreement to work 

together was expected. Indeed, the NDA drafted by Anubis notified Selig of the 

opposite – that neither party should expect a transactional agreement to necessarily 

occur based on the parties’ discussions. We conclude the trial court properly granted 

summary judgment on Anubis’s claim for quantum meruit. 
 –32– 

III. Breach of Fiduciary Duty 

In contending the trial court erred in granting summary judgment on its claim 

for breach of fiduciary duty, Anubis first argues that Selig failed to move for 

summary judgment on its claim that Selig owed it a fiduciary duty based on the 

parties having formed a partnership. The trial court’s order granting summary 

judgment on Anubis’s claim for breach of fiduciary duty was based on Selig’s 

second motion for summary judgment. In that motion, Selig stressed that, even 

though Anubis referred to her as a partner, “she never agreed to be anyone’s partner” 

and “[s]he never partnered with Anubis.” She further stated that the letter of intent 

drafted by Anubis “was not even close to being a partnership agreement” and, even 

if it was, the agreement was never executed. In the portion of the motion specifically 

addressing Anubis’s fiduciary duty claims, Selig summarized the history of the 

parties’ business dealings, including the fact that she never executed the letter of 

intent, and argued “there is no foundation from which the court could recognize a 

fiduciary duty on these facts.” We conclude Selig’s motion sufficiently challenged 

Anubis’s assertion that Selig had formed a partnership with Anubis giving rise to a 

fiduciary duty. 

Anubis next argues it presented sufficient evidence to create a fact issue as to 

whether the parties created a partnership. Specifically, Anubis contends it presented 

evidence of the factors indicating the creation of a partnership under section 

152.052(a) of the Texas Business Organizations Code. See TEX. BUS. ORGS. CODE 
 –33– 

ANN. § 152.052(a). These factors are irrelevant, however, where the parties have 

agreed that no binding or enforceable obligations will be created unless certain 

conditions are met. See Energy Transfer Partners, L.P. v. Enter. Prods. Partners, 

L.P., 593 S.W.3d 732, 741 (Tex. 2020). Such an agreement to not be bound absent 

the specified conditions is ordinarily conclusive on the issue of partnership 

formation. Id. 

In this case, Selig and Anubis agreed they were not obligated to work together 

on any transaction unless both parties signed a formal, written transactional contract. 

It is undisputed that this did not occur. Although performance of a condition 

precedent to forming a partnership can be waived, in determining whether such 

waiver has occurred, we consider only evidence directly tied to the condition 

precedent, and not the factors relevant to partnership creation set out in section 

152.052(a). Id. As discussed above, the evidence conclusively shows Selig did not 

waive her right to require a signed contract before being obligated to work with 

Anubis. Accordingly, Selig negated the creation of a partnership as a matter of law. 

See id. Anubis asserts no other basis upon which Selig would owe a fiduciary duty 

to Anubis. Accordingly, we conclude the trial court properly granted summary 

judgment in favor of Selig on this claim. 

IV. Fraud and Promissory Estoppel

 In its final challenge to the summary judgment, Anubis argues the trial court 

erred in dismissing its claims for fraud and promissory estoppel because it presented 
 –34– 

evidence that Anubis forewent searching for other potential funding partners based 

on alleged misrepresentations made by Selig. The statements Anubis contends it 

relied upon were: (1) Selig’s request for permission to send the Downslope script to 

her industry contacts; (2) Selig’s emails to her contacts stating that she and Anubis 

were “on the hunt” for funding; (3) Selig’s email expressing concern that she not 

“get left in the dust” if she helped Anubis find funding or funded the movie herself; 

(4) Selig’s email stating that, if she helped Anubis raise capital, she expected 

compensation equal to that being received by Anubis; and (5) Selig’s emails stating 

that, after meeting independently with Russell, Lanning, and Hobbs, she was going 

to “get this funded” and she was willing to meet with Anubis to “talk about how this 

gets structured.” Anubis argues that Selig’s “expressed enthusiasm for partnering 

on the project” induced it to “not solicit other funding sources to which it had 

access.” 

 A central element to both fraud and promissory estoppel is detrimental 

reliance. Gilmartin v. KVTV-Channel 13, 985 S.W.2d 553, 558 (Tex. App.—San 

Antonio 1998, no pet.). To support recovery, such reliance must be both reasonable 

and justified. Id. Reliance is justified only when a promise is sufficiently specific 

and definite that it is reasonable to rely on it as a commitment to future action. Davis 

v. Tx. Farm Bureau Ins., 470 S.W.3d 97, 108 (Tex. App.—Houston [1st Dist.] 2015, 

no pet.). Neither statements of hope nor expressions of expectations can support 

reasonable reliance. Esty v. Beal Bank, S.S.B., 298 S.W.3d 280, 305 (Tex. App.—
 –35– 

Dallas 2009, no pet.). We will not create a contract based on estoppel where none 

existed before. Gillum v. Republic Health Corp., 778 S.W.2d 558, 570 (Tex. App.—

Dallas 1989, no pet.). 

None of the statements Anubis points to constitutes a specific and definite 

promise by Selig to partner with Anubis. Even taken together, they demonstrate 

nothing more than engagement in the discussions referred to in the NDA that could 

potentially lead to a signed transactional contract. “Expressed enthusiasm” cannot 

take the place of a specific and definite promise upon which Anubis could have 

justifiably relied. See Montgomery Cty. Hosp. Dist. v. Brown, 965 S.W.2d 501, 503 

(Tex. 1998) (only definite promises, not vague assurances, can support justifiable 

reliance); see also Hui Ye v. Xiang Zhang, No. 4:18-cv-4729, 2020 WL 2521292, at 

*6–7 (S.D. Tex. May 15, 2020). This is particularly true given the NDA’s provision 

that either party could opt out of going forward with the transaction at any point prior 

to signing a transactional agreement even if the other party took actions in 

anticipation that a written transactional agreement would occur. Cf. Davis, 470 

S.W.3d at 109 (plaintiff could not justifiably rely on unaccepted settlement offer that 

could be withdrawn at any time as basis for not filing action before limitations period 

expired). Anubis’s choice to not solicit other funding partners was made at its own 

peril. Id. 

 In addition, it must be noted that Anubis was brought in as an investor in the 

Downslope project in October 2013, but did not begin talking to Selig until January 
 –36– 

2014. It was not until January 27 that Brownlee began actual discussions with Selig 

about Downslope and suggested that the parties enter into a transactional contract. 

On February 3, Brownlee stated that he understood if Selig did not want to continue 

with the project and, on February 5, Brownlee asked Selig if she was still interested 

in working with them. After sending that inquiry, Brownlee informed Philco that 

Anubis’s agreement to fund Downslope was “not contingent on [Selig’s] 

involvement.” The record contains no communications between Anubis and Selig 

after February 5. Three weeks later, Philco terminated its relationship with Anubis 

for failure to provide proof that it could supply the promised funds. Therefore, of 

the almost five months Anubis was involved in the Downslope project, it was in 

discussions with Selig for only slightly more than one week. The content of those 

discussions clearly presumes that Selig might not go forward with the project. We 

conclude Selig established there was no reasonable or justifiable reliance by Anubis 

as a matter of law and the trial court properly granted summary judgment on 

Anubis’s claims for fraud and promissory estoppel. 

Special Appearance 

 In its second issue, Anubis contends the trial court erred in granting the special 

appearance filed by Lanning and Hobbs and dismissing its claims against them for 

lack of jurisdiction. Anubis’s first amended petition alleged the trial court had 

personal jurisdiction over Lanning and Hobbs because they (1) made 

misrepresentations regarding Philco’s rights and interests in Downslope, (2) worked 
 –37– 

with Anubis in connection with the Downslope project, in part, because of Anubis’s 

presence in Texas, (3) agreed to shoot the film at a Texas location through a Texasbased studio in Dallas County and prepared budgets detailing a Texas-focused 

production, and (4) made intentional misrepresentations to Anubis in Texas with the 

intent that Anubis rely on them. Anubis further alleged that, even if the actions at 

issue were conducted by Lanning and Hobbs as agents for Philco, all of Philco’s 

contacts could be attributed to Lanning and Hobbs because Philco was their alter ego 

and the men used Philco to perpetrate a fraud in Texas. Anubis sought a declaratory 

judgment on its alter ego allegation and asserted claims against Lanning and Hobbs 

for unjust enrichment, breach of the letter of intent, fraud, and fraudulent transfer. 

Lanning and Hobbs filed a special appearance, supported by affidavits, 

contending they had insufficient contacts with Texas to support either general or 

specific jurisdiction of the trial court over them and Anubis had no evidence to 

support its jurisdictional allegations. On appeal, Anubis does not contend the trial 

court had general jurisdiction over Lanning or Hobbs. It contends only that the trial 

court had specific jurisdiction based on Philco’s business dealings with Anubis, 

including the NDA and letter of intent, which were attributable to Lanning and 

Hobbs based on an alter ego theory of liability. Anubis further asserts Lanning and 

Hobbs are independently liable for their own fraudulent and tortious acts. 

Whether a trial court has personal jurisdiction over a nonresident defendant is 

a question of law we review de novo. Old Republic Nat’l Title Ins. Co. v. Bell, 549 
 –38– 

S.W.3d 550, 558 (Tex. 2018). To resolve this question, however, the trial court 

frequently must resolve preliminary questions of fact. BMC Software Belgium, N.V. 

v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). If, as here, the trial court does not 

issue findings of fact and conclusions of law with its special appearance ruling, all 

findings of fact necessary to support the ruling that are supported by the evidence 

are implied. Id. at 795. When the appellate record includes the reporter’s and clerk’s 

records, these implied findings are not conclusive and may be challenged for legal 

and factual sufficiency on appeal. Id. Where jurisdictional facts are undisputed, we 

need not consider any implied findings of fact and consider only the legal question 

whether the undisputed facts establish jurisdiction. Old Republic, 549 S.W.3d at 

558. 

Anubis does not dispute that the alleged agreements and business dealings 

made the basis of its claims against Lanning and Hobbs were between Anubis and 

Philco. Anubis asserts that Philco’s contacts with Texas were sufficient to give rise 

to specific jurisdiction and are attributable to Lanning and Hobbs on an alter ego 

theory of liability. Even assuming Philco’s contacts were sufficient to subject it to 

jurisdiction in this state, we conclude Anubis failed to meet its burden to show an 

alter ego relationship. 

“Jurisdiction over an individual cannot, as a general rule, be based upon 

jurisdiction over a corporation.” Wilmington Trust, Nat’l Ass’n v. Hsin-Chi-Su, 573 

S.W.3d 845, 855 (Tex. App.—Houston [14th Dist.] 2018, no pet.). The party 
 –39– 

seeking to pierce the corporate veil for jurisdictional purposes has the burden to 

present evidence demonstrating the alter ego relationship. BMC Software 83 S.W.3d 

at 798. An individual’s status as an officer, director, or shareholder of an entity, 

standing alone, is not enough to support an alter ego finding. Wilmington Trust, 573 

S.W.3d at 855. The plaintiff must prove the individual exercises atypical control 

over the internal business operations and affairs of the corporation that is 

inconsistent with his role as owner, director, or shareholder. Id. Factors relevant to 

the determination of an alter ego relationship for jurisdictional purposes include the 

degree to which corporate and individual property have been kept separate, the 

amount of financial interest, ownership, and control the individual maintains over 

the corporation, and whether the corporation has been used for personal purposes. 

Id. Ultimately, for a court to find personal jurisdiction under an alter ego theory, the 

evidence in the record must show that the individual and the entity cease to be 

separate so that the corporate fiction should be disregarded to prevent fraud or 

injustice. BMC Software, 83 S.W.3d at 799. A conclusory allegation that a 

nonresident defendant used a corporation “as a sham to perpetrate fraud” is 

insufficient to pierce the veil for jurisdictional purposes where the plaintiff does not 

plead or otherwise offer evidence of any facts to establish how a defendant allegedly 

used the corporation to perpetrate fraud. Booth v. Kontomitras, 485 S.W.3d 461, 

483 (Tex. App.—Beaumont 2016, no pet.). 
 –40– 

The primary evidence submitted by Anubis on the alter ego issue was 

deposition testimony by Lanning about a company formed by one of his sons to 

produce films called ForLan Underground. ForLan Underground was originally 

named Philco Film Productions, Ltd. (“PFP”) and, from March 24, 2015 to February 

14, 2018, PFP had no employees and no bank account. Lanning stated PFP was 

“literally a company name” that “remained dormant until it was required to do 

something for my son.” When asked why the company was given a name similar to 

Philco’s, Lanning responded that “the hope was that we would be successful in the 

same way as one hoped that Philco Films, Limited would be successful.” Lanning 

continued by stating “the opposite” occurred and “[i]t was a dormant company that, 

in the end, didn’t function.” 

On appeal, Anubis attempts to use this testimony as evidence that Philco was 

a “meaningless paper entity.” None of this testimony, however, concerned Philco. 

It concerned only PFP. Anubis points to a reference to “Philco Film Productions, 

Ltd.” in the 2013 contract between Philco and SCTVA as evidence of “a failure to 

maintain corporate separateness” between PFP and Philco. When asked about this 

reference, Lanning testified it was a typo and the contract shows he signed on behalf 

of Philco. Additionally, the record suggests that PFP was not created until 2015. 

Even if PFP existed in 2013, this evidence would go to show only a potential alter 

ego relationship between Philco and PFP, not Philco and Lanning or Hobbs. 
 –41– 

 Finally, Anubis relies on Lanning’s testimony that he and Hobbs used Philco 

as “the vehicle” to seek financing for another Kubrick Film, and that he was 

authorized to represent Philco as a producer despite no longer being an officer of the 

company. Anubis argues that this testimony, “with no mention of corporate 

formalities,” demonstrates an alter ego relationship. Lanning’s “failure to mention” 

corporate formalities does not constitute proof that such formalities did not exist, 

particularly when the deposition evidence Anubis submitted as proof contained no 

questions posed to Lanning regarding corporate formalities. Nor does this testimony 

show that Lanning or Hobbs used Philco for personal purposes. Indeed, Anubis 

presented no evidence whatsoever regarding Philco’s operations. We conclude 

Anubis failed to meet its burden to show an alter ego relationship such that Philco’s 

alleged contacts with Texas could be attributed to Lanning and Hobbs. 

 This does not end our analysis, however. As Anubis correctly notes, even if 

all of a corporate officer’s or employee’s contacts were performed in a corporate 

capacity, the agent is not shielded from the exercise of specific jurisdiction if he 

engaged in tortious or fraudulent conduct for which he may be held personally liable. 

Tabacinic v. Frazier, 372 S.W.3d 658, 668 (Tex. App.—Dallas 2012, no pet.). In 

this case, Anubis asserted three claims sounding in tort against Lanning and Hobbs: 

unjust enrichment, fraud, and fraudulent transfer. But, as to each of these causes of 

action, Anubis provides little, if any, explanation as to how these claims arise from 

Lanning’s or Hobbs’s alleged contacts with Texas. For each claim, Anubis merely 
 –42– 

states “This cause of action is related to [Anubis’s] allegations concerning The 

Downslope and Lanning and Hobbs’s intentional acts directed toward the forum.” 

Specific jurisdiction requires us to analyze jurisdictional contacts on a claim-byclaim basis. Moncrief Oil Int’l, Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 

2013). Anubis makes no argument, and cites no authority, to show how the trial 

court had jurisdiction over its individual tort claims. When a party fails to adequately 

brief a complaint, the issue is waived on appeal. Washington v. Bank of New York, 

362 S.W.3d 853, 854–55 (Tex. App.—Dallas 2012, no pet.). 

Furthermore, specific jurisdiction is not established merely because a 

nonresident “directed a tort” at the forum state. Michiana v. Easy Livin' Country, 

Inc. v. Holten, 168 S.W.3d 777, 790–92 (Tex.2005). Nor is injury to a forum 

resident a sufficient connection to invoke jurisdiction. TV Azteca v. Ruiz, 490 

S.W.3d 29, 42 (Tex. 2016). Our analysis looks to the defendant’s contacts with the 

forum state itself, not the defendant’s contacts with persons who reside there. Id. 

The defendant’s conduct must connect him to the forum in a meaningful way. Id. 

For a Texas court to exercise specific jurisdiction over a defendant, the defendant's 

purposeful contacts with the state must be substantially connected to the operative 

facts of the litigation or form the basis of the cause of action. Old Republic, 549 

S.W.3d at 559–60. 

Anubis’s unjust enrichment claim, like its quantum meruit claim against Selig, 

appears to be based upon the introduction of Selig to Philco. The evidence shows 
 –43– 

that it was Anubis’s choice to initiate discussions with Selig, a California resident, 

and it was Selig who first approached Lanning and Hobbs. That Lanning and Hobbs 

chose to respond to an unsolicited invitation to do business with a California resident 

is not conduct with a meaningful connection to the State of Texas. 

 In its brief, Anubis points to a single alleged misrepresentation as the basis 

for the trial court’s jurisdiction over its fraud claim. According to Anubis, Lanning 

and Hobbs misrepresented that Philco had the rights to produce Downslope. 

Anubis’s own evidence submitted in response to the special appearance included 

documents showing the Kubrick estate authorized Philco, Lanning, and Hobbs to 

“seek arrangements” for the production of Downslope. No party appears to dispute 

that Philco had the capacity to enter into contracts for the production of Downslope 

and Anubis’s primary claims against Lanning and Hobbs assume that it did. 

Accordingly, Anubis has failed to demonstrate how this alleged “misrepresentation” 

is substantially connected to the operative facts of the litigation or forms the basis of 

a cause of action. 

In its fraudulent transfer claim, Anubis alleged that, upon information and 

belief, Philco orchestrated the transfer of its rights in the Downslope project to PFP 

and this transfer was made with the intent to defraud Anubis. Anubis makes no 

argument to show how the alleged transfer of an asset from one European company 

to another, assuming it occurred, creates sufficient contact with the State of Texas 

to make Lanning and Hobbs subject to jurisdiction. See Ruiz, 490 S.W.3d at 43 
 –44– 

(courts cannot base specific jurisdiction on fact that defendant knows brunt of injury 

will be felt by particular resident in forum state). Because Philco’s contacts cannot 

be attributed to Lanning and Hobbs, and Anubis failed to show sufficient 

jurisdictional contacts giving rise to its tort claims against the men, we conclude the 

trial court did not err in granting Lanning and Hobbs’s special appearance. 

Motion for Sanctions 

In her cross-appeal, Selig contends the trial court abused its discretion in 

refusing to grant her motion for sanctions against Anubis and its counsel. Selig 

argues that rule 13 of the Texas Rules of Civil Procedure mandates an award of 

sanctions because Anubis and its counsel knew the claims asserted against her were 

groundless when they were filed and this suit was brought in bad faith and solely for 

the purpose of harassment. 

Rule 13 authorizes the imposition of sanctions against an attorney, a party, or 

both, who filed a pleading that is: (1) groundless and brought in bad faith; or (2) 

groundless and brought to harass. See TEX. R. CIV. P. 13. Courts presume that 

pleadings, motions, and other papers are filed in good faith, and the party moving 

for sanctions has the burden of overcoming this presumption. GTE Commc’n Sys. 

Corp. v. Tanner, 856 S.W.2d 725, 731 (Tex. 1993). A pleading is “groundless” if it 

has no basis in law or fact and is not warranted by a good faith argument for the 

extension, modification, or reversal of existing law. TEX. R. CIV. P. 13; Thielmann 

v. Kethan, 371 S.W.3d 286, 294 (Tex. App.—Houston [1st Dist.] 2012, pet. denied). 
 –45– 

“Bad faith” requires the conscious doing of a wrong for a dishonest, discriminatory, 

or malicious purpose. Stites v. Gillum, 872 S.W.2d 786, 794–96 (Tex. App.—Fort 

Worth 1994, writ denied). A party acts in bad faith if he has been put on notice that 

his understanding of the facts may be incorrect and he does not make reasonable 

inquiry before pursuing the claim further. Robson v. Gilbreath, 267 S.W.3d 401, 

407 (Tex. App.—Austin 2008, pet. denied). Bad faith does not exist when a party 

merely exercises bad judgment or is negligent. Thielmann, 371 S.W.3d at 294. To 

“harass” means to annoy, alarm, and verbally abuse another person. Id. 

In deciding whether a pleading was filed in bad faith or for the purpose of 

harassment, the trial court is required to consider the acts or omissions of the 

represented party or counsel, not merely the legal merit of a pleading or motion. 

Parker v. Walton, 233 S.W.3d 535, 540 (Tex. App.—Houston [14th Dist.] 2007, no

pet.). The court examines the signer’s credibility, taking into consideration all the 

facts and circumstances available at the time of the filing, and it may consider the 

entire history of the case before it. Home Owners Funding Corp. of Am. v. 

Scheppler, 815 S.W.2d 884, 889 (Tex. App.—Corpus Christi–Edinburg 1991, no 

writ); Great W. Drilling, Ltd. v. Alexander, 305 S.W.3d 688, 698 (Tex. App.—

Eastland 2009, no pet). Ultimately, the trial court is in the best position to determine 

whether sanctionable conduct has occurred and a decision not to impose sanctions 

generally will not be reversed for an abuse of discretion. See Manning v. Enbridge 

Pipelines (East Tx.) L.P., 345 S.W.3d 718, 728 (Tex. App.—Beaumont 2011, pet. 
 –46– 

denied); Allstate Ins. Co. v. Garcia, No. 13-02-092-CV, 2003 WL 21674766, at *2 

(Tex. App.—Corpus Christi–Edinburg 2003, no pet.) (mem. op.). 

Although Selig was successful in having Anubis’s claims against her 

dismissed, she made no showing that Anubis made statements in its pleadings that 

it knew to be false. The parties simply had different interpretations of the legal effect 

of the facts. Anubis has made extensive arguments to support its positions and, while 

we have concluded those arguments are without merit, we do not view them as 

frivolous. 

Selig points to an email exchange between Anubis and CMA Entertainment 

in July 2014 to show that the purpose of the lawsuit was solely to harass her. In the 

email exchange, Brownlee and Troy Allen with CMA discussed how to 

communicate with Selig and Philco about the Downslope Project following Philco’s 

termination of its relationship with Anubis. Brownlee stated he thought it would be 

good for CMA to “weigh in officially” on the situation to show that Anubis and 

CMA are “communicating and acting as one party.” Brownlee also stated he wanted 

a paper trail. In response to a question from Allen regarding whether CMA should 

respond to an email chain on which they had been blind copied, Brownlee responded, 

“I actually think you should write an entirely new email. This way they will have 

multiple points of contact to deal with and not just one party. Let’s make this as 

difficult as possible for them.” 
 –47– 

Selig focuses on the last sentence in this exchange to argue that the sole 

purpose of this lawsuit was to make things “as difficult as possible” for her. The 

trial court was within its discretion, however, to conclude that Brownlee’s statement 

did not reflect a belief that Anubis had no valid claims against Selig, but rather his 

belief that it did, combined with a desire to force Selig and Philco to explain their 

actions to multiple parties. Sanctions should only be assessed “in those egregious 

situations where the worst of the bar uses our honored system for ill motive without 

regard to reason and the guiding principles of the law.” Thielemann, 371 S.W.3d at 

295 (quoting Dyson Descendant Corp. v. Sonat Expl. Co., 861 S.W.2d 942, 951 

(Tex. App.—Houston [1st Dist.] 1993, no writ). Based on the record before us, we 

cannot conclude the trial court abused its discretion in refusing to award sanctions. 

We affirm the trial court’s judgments and orders. 

 

190817F.P05 

 

/Amanda L. Reichek/ 

AMANDA L. REICHEK 

JUSTICE 
 –48– 

S 

Court of Appeals 

Fifth District of Texas at Dallas 

JUDGMENT 

ANUBIS PICTURES, LLC AND 

CMA FILMS, LLC, Appellants 

No. 05-19-00817-CV V. 

LAUREN SELIG, SHAKE & BAKE 

PRODUCTIONS, STEPHEN 

LANNING, AND PHILIP HOBBS, 

Appellees 

 On Appeal from the 162nd Judicial 

District Court, Dallas County, Texas 

Trial Court Cause No. DC-17-17579. 

Opinion delivered by Justice 

Reichek. Justice Pedersen, III 

participating. 

 In accordance with this Court’s opinion of this date, we AFFIRM (1) the 

judgments of the trial court dismissing the claims made by ANUBIS PICTURES, 

LLC and CMA FILMS, LLC against LAUREN SELIG and SHAKE & BAKE 

PRODUCTIONS, (2) the order of the trial court granting the special appearances of 

STEPHEN LANNING and PHILIP HOBBS, and (3) the order of the trial court 

denying the motion for sanctions brought by LAUREN SELIG and SHAKE & 

BAKE PRODUCTIONS against ANUBIS PICTURES, LLC and its counsel. 

 It is ORDERED that each party bear its own costs of this appeal. 

Judgment entered March 3, 2021