Opinion issued September 3, 2020

In The 

## Court of Appeals For The 

## First District of Texas

———————————— NO. 01
- 19
- 00682
- CV

————————

— —— ALLI ANT INSURA N CE SERVICES, INC. AND DAN COT UNO , Appella nt s V. USI SOUTHWEST, INC. , Appell e e
On Appeal from the 80th Di str ict Court Harris County, Texas Trial Court Ca se No. 2019
- 30845

MEMORANDUM OPINION Ap p ellee USI Southwest, Inc. sue d i t s for me r employee , D an Cotuno ,

c laimi ng that Cotuno breach ed an employment agreement containing non solicit ation and non

- interferenc e p rovision s . USI also sued C otuno ’ s current employer, Alliant Insurance Services, Inc. , for torti ous inte rfer ence with contract

.2

C otuno and A ll iant moved to dismiss the suit under the Texas Citizens Participation Act (“TCPA”). T h e trial court denied the m oti on. Cotuno and Alliant filed this interlocutory appeal, challenging the trial court ’ s order

. A m ong its argu ments , Cot u n o and All iant asser t t hat USI did not show that its claims are exempt from t he TCPA under the commercial

- speech exemption

. B ecause we con clude that USI established that the commercial

- speech exemption applies to its claims , we affirm the trial cou rt ’ s order denying Appellant s ’ motion to dismiss. Background
US I is an insurance brokerage and risk

- management f irm engaged in the b usiness of pr oviding insurance and risk

- m anagement consulting services to its
customers

. USI hired C otuno as an insuranc e b roker in 20 11

. Cot uno later s ig ned an

e mploy ment a greement with USI , which cont ai ned non - sol icitation and non

interference provisi o n s . Under th ese provisio ns, Cotuno agreed that for two years foll owing the termina tion of his employme nt with USI, he coul d n ot

— d irectly or
ind irectly

— so l ic it, service, or acce pt busin ess from any USI client that he had serviced or a bout which he had gained confidenti al i nformation during the last two years of his employment with US I

. The prohibited conduc t included accepting a

“ broker

- of

- record letter ” fr o m a USI client to provide services to th at client in competition with USI

.3

In Ja nuary 2018, USI term inated Cotu no ’ s employment. At that time , o ne of
USI ’ s clients was U. S. Capital A d viso rs . USI handled U.S. Capital ’ s em ployee
ben e fi ts line of insurance

. Cotuno ’ s father

- in

- law was on U.S. Capital ’ s board o f di rectors , and wh ile he was employed by USI , Cotuno had ser viced U.S. Capit al ’ s
account for USI

. Alli ant is a n in surance brokerage firm and a competitor of USI. I n Ma rch
20 19, A l l ian t hired Cotuno to work as an insurance broker , perf orming essentially the same type of work that he had p erf ormed for USI

. On April 19, 2019, USI received a broker

- of

- record letter from U.S. Capital . T he l etter notif ied USI that U .S.
Ca pita l was c ha nging its insur ance broker from USI to Alli a nt , ending its relationship with USI

. Two weeks later, USI filed s uit against Cotuno and Alli ant. USI asserted a breach of contract claim against Cotuno and a tortious interference with c ont ract cl a im agains t A lliant. USI alleged that Cotun o had breached his employment agreement with USI “ by, among other things, dir ectly or indirectly soliciting, accepting business from, and/or servicing at least one US I customer who Cotuno managed or re gularly serv iced and a b ou t whom he acquired confidentia l information in the last two years of his employment with USI. ” USI al leged that All iant “ was

aware o f Cotun o’s obligations to USI , ” arisi ng from the no n - solicitatio n provision s of his employment a gree ment , but n onetheless “ i ntentionally and willfully ch ose to4

disregard Cotuno’s contractual obligations to USI ” in order to “ profit f rom tha t breach

. ” Appellants a nswered the suit, denying U SI ’ s claims. Appellants al so fi led a motion to dismiss USI ’ s c laims under the TCPA , cla i mi ng that USI ’ s suit was based on, related to, and in response to the exercise of the ir right s of free spe ech and

ass ociation

. Appellants poi nted out that the TCPA ’ s right of fr e e speech pertained
to commu n ic ations about matte rs of public concer n, such as is sue s related to goo ds, products , or s ervices in the marketplace. Appellants also asserted that USI ’ s claims impl ica ted their right of assoc iation b ecause the claims in vo lved co mmunications between individuals who had joined to gether to collect ively pur s u e common interests. Appellants offered Cotuno ’ s unsworn declaration to support the motion t o dismiss

. In t h e decl ara tion, Cotuno averred tha t USI was using the suit “ to intimid a te, harass and bully me

. . . [to] pr ohibit me from speaking or as sociating w it h my own father

- in

- law (who recently moved [ U.S. Capital ’ s] small insurance program to Alliant completely on its ow n, through other Alliant employee s and brokers, and

w ithout m y direct involvement). ” Cotuno stated that he had not solicited any of his fo r me r USI client s, including U.S. Capital

. Instead, he claimed that U.S. Capital

“ came to Alliant all on its own sim ply because [ U.S. Capital ] n o longer wa nted to work with USI. ”5

The parties entered into a Rule 11 agr eement, per mi tting USI to c o nduct
limi t ed discovery relevant to Ap pellants ’ motion to dismiss. USI deposed Co tuno and another Alliant insurance broker , A

. W ood

. Appellants assert ed that it was Wood , not Cotuno , who o b t ain ed U.S. Capital ’ s employee ben ef its accou nt for Allia nt

. USI al so ob taine d d ocumentary evidence from Alliant , includ ing email correspondenc e between Alliant and U.S. Capital regarding the tra nsfer of U.S. Capital ’ s e mployee ben e fi ts business to Alliant

. USI filed a response in which it asserted three reasons to deny Appellants ’

mo tion to dismiss . First, USI argued that the TCPA did not apply to its claims again st Appellants because the clai ms were not related to Appe ll ants ’ right s of free speech and asso ciation. Second, USI claimed that it had established a prima fac ie case for
i ts causes of action . And th ird, USI asserted that its claims are exempt from the TCPA under the statute ’ s commerci al

- speech exemption

. In its response, USI asserted that the e vidence s howed that Cotuno had breached the non

- solicitation an d non - i nterferenc e p rovisions o f his employment agreement. USI pointed to evidence showing that, before hirin g Cotuno , Alli ant handl ed only U.S. Capital ’ s p rof essional fun d and management lines of insurance and did not handle U.S. Capital ’ s empl oyee benefits line

. Wood tes t if ied that before U.S. Capital finally transferred its employee benefits business to Alli ant in A pril 2019 , he ha d b een trying unsu ccessfully for several years to obtain U.S. Capital ’ s6

employee benefit s account

. An email from U.S. Capital to Wo od in J anu a ry 2019 indicated that U.S. Capital was “ happy with the services USI provide [ d] ” to it

. Th e eviden ce sho wed tha t , in March 2019, Wood informed U.S. Ca pital that Cotuno had been hired by Alliant. I t was only after Cotu no started working for Allia nt that U. S

. Capital finally agreed to transfer its employee benefits business to Alliant

. A nd it was only then that U.S. Cap ita l signed a broker

- of

- reco rd letter establishing Alliant as its insurance broker for its employee benefits line

. Wood te sti fied t ha t U.S.
C a pi ta l ’ s representative told him that becau se Cotuno was now working fo r Alliant, it “ would help in their decision to move their business to [A ll i ant ]

. ” Wood said that moving the account to A l liant was alr eady “ under consideration, ” but U. S. Capi t al had ma d e n o commitment to movin g its employee be nefits business to Allia nt before
Cotuno was hired.
T he evidenc e showed th at Cotuno , but not Wood , participat ed in a meeting between Alliant and U.S. Capital regarding t he transfer of the account to All i ant

. Cotu n o s ent U.S. Capita l an email after the mee ting , entitled “ Introduction Meeting , ” summarizing the “ action items ” th at had been discussed

. O ne o f the action items was for Cotuno and another A l liant employee to “ restructure th e BOR [ b roker of recor d letter ] f or immediate ‘ exclusivity ’ to give [ Alliant] access to plan information, renewals and data. ” Cotuno closed the ema il stating that he and Allia nt “ look [ed] forward to the partnership ” with U.S. Capital

.7

A few days l ater , All iant sen t the broker of record l et ters to U.S. Capital for

ex ecution

. These were the l ette rs that U.S. Capital would sen d to its insurance
carrier s a nd to USI notify ing them that U.S. Capital was moving its employee benef its account from USI to Alliant. In a foll o w - up email , C otuno inqu i re d how the executed broker of record letters wer e pr ogress ing

. A later em ail ref lected that U.S. Capital sent the ex e cuted broker of record l etters to Cotuno

. In its response , USI also assert ed that “ Alliant knew about th e restri ctions in
Cot uno’s empl o ym ent agre ement with USI

. ” Cotuno testi fied that during the hir ing process with A lliant , he provide d Allia nt w ith a copy of the employment agr eement he had signed with USI. All ia nt ’ s in

- house counsel told Cotuno that he wou ld be
in demnif ied by Alliant if he was s ued by USI for viol ating the non - competition provisions of the agreement. T he evidence also showed that Wo od stated in an e mail
to U.S. Capital that Cotuno should be left off email “ to avoid non

- compete issues

. ” Appella nts filed a reply to USI ’ s r es ponse. T hey pointed to testimony by Wood indicating that U.S. Capital had decided to move its employee ben e fits
bus ines s to A l l i a nt because U SI had failed to make a regulatory filing with the IRS for U.S. Capital ’ s emp l oyee be nefits plan, resu lting in U

. S. Capital being fined. Appellants reiterated their assertion that USI ’ s claims should be dismissed pursuant to th e T CPA

.8

Without stating its reasons, the trial court signed an order denying Appellants ’ motion to dismi ss . Appe llants now challe nge the or d er in this interlocutory appeal. Among their argume nts on appeal , Appellants assert that USI did not demonstrate
t hat USI ’ s claims are exem pt f rom the TCPA under the commercial

- speech exemption. A. Standard of Review
W e review a trial court ’ s ru ling on a T CP A motion to dismiss de novo. Porter

Ga rcia v. Tra vi s Law Firm, P .C. , 564 S.W.3d 75, 83 (Tex. App.

— Houston [1st
D ist .] 2018, pet. d enied). T o the extent resolution of this appeal turns on construction

o f the TC P A , we revi ew tha t de n ovo as well

. Lippinco t t v. Whisenhun t , 462 S.W .3d 507, 509 (Tex. 2015)

. Wh en construing the TCP A , as with a ny other statute, our objecti ve is to give e ffect to the l egislative intent, looking first to the statute ’ s plain lang uage. Id

. If that l ang uag e is u nambiguous, “we inter p re t the statute a ccordin g to its plain meaning.” I

d. Additionally, we cons true the TC P A “liber ally to e ffectuate
i ts purpo se and intent fully.” 1 F ORMER T EX
. C IV
. P RAC
. & R EM
. C ODE § 27.011(b) ;

see State e x rel. B es t v. Harper , 56 2 S. W. 3d 1, 11 (T ex. 2018)

.

1 T he Texas Legislature amended c ertain provisions of the TCPA in 2 019. Act of May 17, 2019, 8 6th Leg. , R .S., ch. 378, §§ 1

– 9, § 12 , secs. 27 .001, 27.003, 27.005

– .007, 27.0075, 27.009

– .010, Tex. Sess. Law Serv. 6 84, 687. Th e am endments became effective September 1, 2019. Id. at §§ 11

– 12. Because this suit was filed b efore the effective date of the amendmen t s, this case is gover ned by the statut e as it existed before the amendments. See id. All our citations are to the TCPA a s it existed before September 1, 2019

.9

Th e TCPA provi des that when ruling on a motion to dismiss, t he trial court considers the pleadi ngs and any suppor tin g and op po sing affidavi ts to evaluate whether each party has met its burden

. F ORMER T EX
. C I V
. P RA C
. & R EM
. C ODE § 27.00 6( a ); In re Lipsky , 4 60 S.W.3d 579, 587 (Tex. 2015) . The trial court also “may allow specified an d limited discovery re levant to t he mot ion” to dism iss. T EX
. C I V
. P RAC
. & R EM
. C ODE § 27.006(b) ; see In re SSCP Mgmt., Inc. , 573 S.W.3d 464,
472

– 73 (Tex . App.

—

Fort Worth 2019 , n o pet.) (a cknowledging that “some mer its

based discovery” may be neces sa ry for nonmovant to re spond to TC PA dismiss al motio n). Thus, i n addition to t he pleadings and affidavits, “a trial court may, but is

no t required to, h ear live testimony and re ceive th e submis si on of documentary evidence” in determining whether to grant or deny a motion to dism iss. Batra v. Covenan t H

ealth Sys. , 562 S. W.3d 696, 707 (Tex. App.

— Amarillo 2018, pet. denied)

. In our review of the trial court ’ s ruling on a TCPA motion , w e con si der th e ple adi ngs and t he evidence in a light favorable to the nonmov ant. Porter

- Ga rcia , 56 4 S.W.3d at 8 4 ; Dolcefino v. Cypress Creek EMS , 540 S.W.3d 19 4, 199 (T ex. App.

— Houst on [1s t Dis t

. ] 2017, no pet.).

B. T he Commercial
- Speech Exemption Applies10

Appel lants mo ved for dismissal of US I ’ s bre ach of contract and tortious int erference claims under t he TCPA , asserting t hat USI ’ s suit was a retaliat ory legal
action based on or relat ing to Appe l l ants ’ right of free speech and right to associat e

“ with the people and businesses of their choosing

. ” Among i ts responsive
argume nts, USI asserted that the TCPA did not apply to its claims becaus e the claims
f e ll u nder the statute ’ s commercial

- sp ee ch exemptio n . T he TCPA provides a mechanism for dismissal of a “ legal action ” that is

“ based on, rel ate s to, or is i n r espons e to a party ’ s exercise of ” the right s of free
sp eech , petition, or associa tion

. F ORMER T EX
. C I V
. P RAC
. & R EM
. C ODE § § 27.003(a) , 27. 005(b)

. Ho wever, the TCPA expressly exempts qualifying commercial spee ch from the stat ute ’ s application : [T he TC P A ] does n ot apply to a legal act ion br ought against a person primarily engaged in the busi ness of se lling or leasing g oods or servic es, if the stateme n t or conduct arises out of the sale or lease o f goods , serv ices , or a n i nsura nce product, insu rance serv i ces , or a commercial transaction in wh ich the in tended audience i s an actual or potential buyer or c ustom er. F ORMER T E X
. C IV
. P RAC
. & R EM
. C OD E § 27.0 1 0 ( b )

. If the commercial

- speech exemption applies, the trial court “ has no choice but to deny the motion. ” S ee N. Cypress Med. Ctr. Operating Co. GP v. Norvil , 580 S.W.3d 280, 284 (Tex. App.

— Houston [1st Di st.] 2019, pet. denied)

. As the p arty a ssert in g the commercial

- sp eech exemption, USI had the b urden to prove its applic ation. S ee Schmi dt v. Crawford , 58 4 S .W.3 d 640, 6 5 3 (Tex.11

App.

— H ouston [ 1st Dist.] 2019, no pet.) ; Schimmel v. McGregor , 438 S.W.3 d 847 , 85 7 (Tex. App.

— Houston [1st Dist.] 2014 , pet. denied)

. In de termining whether USI met this burden , we consid er the pleadings and record evidence

. Se e F OR MER T EX
. C IV
. P RAC
. & R EM
. C OD E § 27.006(a); see Hieber v. Percheron Holdings, LLC , 591 S.W.3d 208, 2 1 1 ( Tex. App.

— Houston [14th Dist.] 2019, pet. denied)

. Th e Su preme Court of T e xas has id e ntified f our element s that must be met for the commercia l

- speech ex e mp tion to apply : (1) the d efendant was prim ar ily engaged in the busin ess of selling or le asing g o ods or services; (2) the defendant made the statement or enga ged in the conduct on which the claim is based i n its capacity as a sell er or lessor of those go ods a nd ser vices; (3) the stat ement or cond uc t a t issue a rose out of a commercial trans ac tion in v olvi ng the kind of goods or services that th e defendant provid es; and (4) the intended a udie nce of the statem en t or conduct were actu al or potential custo mer s of the de fendant for the kind of goods or se rvi ces the defendant pro vides

. Castleman v

. Interne t Mon ey Ltd. , 546 S.W.3d 684, 688 (Tex. 20 18)

. We add ress each Cast leman element in t urn.

1. Appella nts were pri ma rily engaged in the business of selling ser vic es Regarding the first element, the evid ence show ed that Appellants were primarily engaged in t he bu siness of selling services. See id. In support of its12

re sponse, USI offered the affidavit of Regi on Chief Ex ec uti ve Officer John Collado. He testified th at Alliant , like USI, is in “ the business of selling insurance brokerage services

. ” In his deposit ion, Cotuno testified that he worked at Alli ant as a n insurance broker or “ producer

. ” In th at pos ition , he testif ie d that he worked with clients selling them ins ur a nc e products and services

. We conclude that the first Castleman element is satisfied. See i d

. 2. Appellants made statements or engaged in conduct on which USI ’ s claims are based in their capaci ty as a sel le r of services For the second Castleman ele men t, USI w as required to show that its claim s

w ere based on either a statement that Appellants ma de in their capacity as a seller of insuranc e services or on conduct in which they engaged as a seller of those s er vices. See id. To make this determination, we review the context in which the conduct was performed. Rose v. Scientific Mach. & Welding, Inc. , No. 03

- 18

- 00721

- CV, 2019 WL 2588512, at *4 (Tex. App.

— Au stin June 25, 2019, no pet.) (mem. op.) (con sidering co nt ext in which statements were made to determ ine if defendant made them in capacity as seller). In its pe tition, USI alleged that Cotuno breac hed t he non

- solicitation and non

interferenc e provisions of his employment agreement through his emplo yment with
Al liant, a c ompeting seller of insur ance serv ice s , “ [by] directly o r indirectly soliciting, accepting business from, and/or servicing at least one U SI customer who Cotuno managed or regul arly serviced and about whom he acquired confidential13

info rmation in th e last two years of his employment with USI

. ” See Hieber , 591 S.W.3d at 213 ( concluding that, by pleading br each of non

- solicitation provisio n, pl aintiff established that its claims wer e based , in pa rt , on statements made in defenda nt ’ s capaci ty as selle r)

. Related to this allegation, USI offered e vid ence show ing that Cotuno participat ed in a meeting wi th U.S. Capital regarding transferring U.S . Cap ital ’ s employee benefits business from USI to Alliant

. Cotuno also c orresponded by email with U.S . Capital a bo ut the transfer. T he evidence showed that C otu no participated in “ restructuring ” the broker of record letter s that

serv ed to establish that A llian t was U.S. Capital ’ s new insurance brok er and to provide notice of the change to USI a nd the insurance carriers

. T he evidence also showed that U.S. Capit al sent the executed broker of record letters to Cotuno , who then forwar d ed them for pro cessing

. T he sa me evidence supported an in ference that
All iant acted t o permit and facilitate Cotuno ’ s participation i n the dea li ngs with U.S. Capital in order to secur e a fir m commitment from U.S. Capital and to complete the transaction

. Appellants con tend , with ou t dis cussion of US I ’ s actual pl ea dings, that USI cannot meet the second element because U SI ’ s br each o f con tra ct claim was based , in part, on Cotuno ’ s con vers ation with his father

- in

- la w , w ho sits on U.S . Capital ’ s board of direc tors , a

bout Cotuno ’ s new jo b with Alliant

. Appellants assert that
Co tuno did not make th ose statement in his capacity as a selle r of serv ic es but as a14

family member

. However, USI ’ s peti tion make s no reference to Cotuno ’ s

conver sa t ion with his father

- in

- law as a basis f or its br eac h o f con tract claim.
B e cau se USI ’ s ple ading s are the best evidence of the nature of its claims, Appella nts ’

asse rt ion is unavailing. See Hersh v. Tatum , 526 S .W .3d 462, 467 (Tex. 2017)

. B ased on the pleadings and the evidence, Appellants engaged in t he

co m p lained

- of cond uct and made the complained

- of statements in the context of
pursu ing and procuring a sa le of the ir insur ance services to U. S. Capital

. T h us, App ellants engaged in the complained

- of conduct and made t he complained

- of statements in their cap a ci ty as selle r s of ins urance services. See Rose , 2019 WL 2588512, at *6 (concluding that second element satisfie d because appellant alleged to have conta cte d fo rmer employer ’ s customers in attempt to solicit sales for his own financial gain); Staff Care, I nc . v. Eskridge Enters ., No. 05

- 18

- 00732

- CV , 2019 WL 2121116, at * 8 (Tex. App.

— Dallas May 15, 2019, no pet.) (mem. op.) (noting th at in Castleman , suprem e c ourt “implied the exemption applies when communications involve busin ess pursuits for oneself or a b us iness stands to profit from the
statement s at issue”).
We conclude that the second Castleman element is satisfied. S ee 546 S. W. 3d
at 688. 3. Appellant

s ’ stat ements or conduct at issue ar ose out of a commercial transaction i nvolving the kind of services th at Appellants provide15

The closely relate d third Castleman element requir es that the complained

- of statement or condu ct arise ou t of a commercial trans act ion involving the kind of
go ods or services the defendant provides

. Se e Castleman , 546 S.W.3d at 688 , 690; see also Giri v. Estep , No. 03

- 17

- 00 759

- CV, 2018 WL 2074652, at *4 (Tex. App.

— Austin May 4, 2018, pet. denied) ( mem. op.) ( noting requirement that st atem ent or conduct at issue “arose out of” commercial transaction mean s that it “results, iss ues,

or p roceeds” from sale or commercial transact ion). Because the conduct targeted
USI ’ s client , U.S. Capital , with the appa rent obje ct ive of securing it as a cl ient for
A l liant , the complained

- of conduct and statements of soliciti ng U.S. Capital and then
trans fe rring U.S. Capital ’ s employee benefits in surance line to Alliant also “arose
out o f a commercial transaction involvin g the kin d of goods or services” t hat App ellants provide

. See Callison v. C & C Personnel, LLC , No. 09

- 19

- 0 0014

- CV, 2019 WL 3022548, at * 6 (Tex. App.

— Beaumont July 11, 2019, pet. d enied) (mem. op.) (“Utilizing confidential or proprietary information from a previous e mployer while working f

or a ne w employer to target and secure the same customers satisfies [thir d] element.”). Appellants asse rt that the third element is not satis fie d because the complained

- of state ments or con d uct di d not arise out of a comme rcial tra ns action
because U.S. Cap ita l ’ s account was alr eady being transferred to Alliant when
Cotuno began working for Alliant

. H owever, W ood testified that , although moving16

U.S. Capital ’ s account to A l liant was alr eady “ under consideration, ” U. S. Capital had made n o commitment to movin g the acc ou nt to Allia nt until after Cotuno was hired. And the evidence indicates that Cotuno faci litate d t he complet ion of the transaction between A ll i ant and U.S. Capital

. We conclude that the third Castleman element is satis fied. See 5 46 S.W.3d at 688. 4. I n ten ded audience of the statements or conduct were actual or potential customers of Appellants for t he kind of services that Appellants provide s T he last Castleman element requires that “the intended audience of the

statem ent or co nd uct were actual or pote nti al c ustomers of the defendant for the kind of goods or services the defendant provides.” Castlem an , 546 S.W.3d at 688. T he pleadi ngs and eviden ce demo nstrate that Appellants pursued one of USI ’s

customers , U.S. Capital , in order t o sell Alliant ’s insura nce ser vices to it

. Appellants contend that thi s element is n ot satisfied because U.S. Capital was no t a “ p otential
customer ” of Appellants . It po ints out that U.S. Capita l already had its professional fund and management lines of in surance with Alliant. H owe ver , the line of insurance relevant here was U.S. Capital ’ s employee benefits line , which was be in g serviced by USI not by Alliant

. And , the cu stomer need not be a “ p otential customer ” but can also be an “ actual custome r. ” See i d. We conclude that the f our th C astleman element
is sat isfied and, therefore , the commercial

- speech e xemption applies to USI ’ s claims

. See id

.17

Viewing the evidence in a li ght favorable to USI , we hold that US I established that the T CPA does n o t apply to its legal action because it is ex e mpt un der the
commercial

- speech exemption. 2 The trial court did not err in denying Appellant s ’ motion to dismiss. See Norvil , 580 S.W.3d at 284 ( “If an exemption applies, the trial court has no choice but to de ny the motion

. ”). Because our holding f ull y su pports the trial court ’ s order denying Appellants ’ motion to di smiss , we need not consider
A pp ellants ’ remaining arguments challenging the t rial court ’ s order

. See id. ; H ieber , 591 S.W.3d at 213 ; see a lso T EX
. R. A PP
. P. 47.1 ( providing that “ court of a ppe als must hand down a written opinion that is as brief as practicable but that addresses

ever y issue raised and necessary to final dispositio n of the appeal ” )

.

Con clusion
We affirm t he order of the trial cou rt denying Appellants ’ m otion to dis mis s f iled pursuant to the TCPA

.

2 W e express no opinion about the merit s of USI ’s claims against Cotuno and Alliant but evaluate USI ’ s allegations an d t he l imited TCPA evidence o nly for the pu rpose of determining that the Castleman factors are met.18 Richard Hightower Justice
Pa ne l consi sts of Justice s Keyes , Lloyd , and Hightower

.