AFFIRMED and Opinion Filed June 28, 2024
S In The Court of Appeals Fifth District of Texas at Dallas No. 05-23-00604-CV
LEGAL CONCIERGE, INC., Appellant V. DAVIS, CEDILLO & MENDOZA, INCORPORATED, Appellee
On Appeal from the 471st Judicial District Court Collin County, Texas Trial Court Cause No. 471-06283-2019
MEMORANDUM OPINION Before Justices Molberg, Nowell, and Kennedy Opinion by Justice Nowell Appellant Legal Concierge, Inc. (LCI) appeals the directed verdict dismissing
its claims with prejudice against appellee Davis, Cedillo & Mendoza, Incorporated
(DCM). LCI argues the evidence is legally and factually sufficient to support its
quantum meruit claim, and the trial court erred by granting the directed verdict on
DCM’s affirmative defenses. We affirm.
Background
LCI offers on-site trial management and IT services to law firms such as
DCM. In 2014, LCI hired Roman Rosas, an expert in trial management and IT services. Before joining LCI, Rosas had a fifteen-year relationship with DCM in
which he assisted DCM’s clients in approximately thirty trials around the country.
His services included editing video, creating graphics, presenting exhibits during
trial, and providing courtroom support/logistics. DCM often recommended Rosas
to its clients because of his positive reputation.
Throughout DCM’s relationship with Rosas, there were various payment
arrangements for how Rosas and LCI billed services and how LCI was paid:
sometimes Rosas sent LCI’s invoices to DCM and DCM included the invoice in the
client’s bill and other times DCM’s clients paid Rosas directly. Such arrangements
were usually dictated by DCM’s client preferences.
In 2015, DCM contacted LCI, through Rosas, to provide trial management
services in a case styled Jim Weynand v. Olmos Equipment, Inc. and Larry Struthoff,
et al. (the OEI suit). There was no written contract for his services, but itemized
bills indicated Rosas provided war room setup, courtroom IT support, trial
presentation, and witness preparation. LCI sent invoices to DCM for the services it
provided during the OEI trial, but DCM did not remit payment.
LCI eventually sought payment directly from OEI; however, OEI declared
bankruptcy. LCI then filed suit against Larry Struthoff, and others, for breach of
contract as a third-party beneficiary and quantum meruit, among other causes of
action. LCI filed a motion for summary judgment, which was granted on May 23,
–2– 2018, awarding $124,267.92, which included $115,830.92 in outstanding service
fees.
LCI then filed suit on November 18, 2019 against DCM for suit on sworn
account1 and quantum meruit seeking $112,482.71 in damages plus attorney’s fees,
despite the summary judgment against Struthoff awarding nearly the same damages.
The case proceeded to a bench trial, and on May 17, 2023 the trial court granted
DCM’s motion for directed verdict and dismissed LCI’s claims with prejudice. This
appeal followed.
Standard of Review
Although DCM presented a motion for directed verdict in the trial court, the
proper motion to make after the plaintiff rests in a bench trial is a motion for
judgment. Bledsoe Dodge, L.L.C. v. Kuberski, 279 S.W.3d 839, 841 (Tex. App.—
Dallas 2009, no pet.). The distinction is important because we review a judgment
pursuant to a motion for judgment differently than a directed verdict. Id. (citing
Qantel Bus. Sys., Inc. v. Custom Controls Co., 761 S.W.2d 302, 303–04 (Tex.
1988)). Because DCM brought the motion after LCI rested in a bench trial, we will
construe DCM’s motion for directed verdict as a motion for judgment. Id.
The trial court, as the factfinder in a bench trial, may rule on the factual and
legal issues at the close of the plaintiff’s case in chief. Id. In doing so, the trial court
1 LCI has not challenged dismissal of its suit on sworn account.
–3– is presumed to have ruled on both the sufficiency of the evidence and the credibility
of the witnesses. Id.
When a party attacks the legal sufficiency of an adverse finding on an issue
on which it has the burden of proof, the party must demonstrate on appeal that the
evidence establishes, as a matter of law, all vital facts in support of the issue. Dow
Chem. Co. v. Francis, 46 S.W.3d 237, 241 (Tex. 2001). In reviewing a “matter of
law” challenge, the reviewing court must first examine the record for evidence that
supports the finding, while ignoring all evidence to the contrary. Id. If there is no
evidence to support the finding, the reviewing court will then examine the entire
record to determine if the contrary proposition is established as a matter of law. Id.
The point of error should be sustained only if the contrary proposition is conclusively
established. Id.
When a party attacks the factual sufficiency of an adverse finding on an issue
on which it has the burden of proof, it must demonstrate on appeal that the adverse
finding is against the great weight and preponderance of the evidence. Id. The court
of appeals must consider and weigh all of the evidence and can set aside a verdict
only if the evidence is so weak or if the finding is so against the great weight and
preponderance of the evidence that it is clearly wrong and unjust. Id.
Quantum Meruit
The right to recover in quantum meruit is “based upon the promise implied by
law to pay for beneficial services rendered and knowingly accepted.” United States
–4– Catastrophic Re-Constructors, Inc. v. Spencer, No. 05-14-01150-CV, 2015 WL
7075163, at *5 (Tex. App.—Dallas Nov. 13, 2015, no pet.) (mem. op.) (quoting
Campbell v. Nw. Nat’l Life Ins. Co., 573 S.W.2d 496, 498 (Tex. 1978)). To recover
under the equitable doctrine of quantum meruit, a plaintiff must establish: (1)
valuable services were rendered or materials furnished, (2) for the person sought to
be charged, (3) the services and materials were accepted by the person sought to be
charged and were used and enjoyed by him, and (4) the person sought to be charged
was reasonably notified that the claimant who performed the services or furnished
the materials was expecting to be paid by the person sought to be charged. Hill v.
Shamoun & Norman, LLP, 544 S.W.3d 724, 736 (Tex. 2018); Kelly v. Isaac, No.
05-19-00813-CV, 2020 WL 4746589, at *12 (Tex. App.—Dallas Aug. 17, 2020, pet.
denied) (mem. op.). LCI challenges the second and third element on appeal: whether
LCI provided its services to DCM, rather than DCM’s clients (OEI and Struthoff),
and whether DCM accepted and benefitted from the services.
Rosas testified as LCI’s main witness and explained his relationship with
DCM and LCI. Any interactions between him, LCI, and DCM ran through him.
Rosas explained he prepared OEI for trial, performed his services on behalf of OEI
to help OEI win, and OEI benefitted from his expertise and services. As part of the
trial team, he worked with DCM’s paralegals and legal team to present the case on
behalf of OEI.
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AFFIRMED and Opinion Filed June 28, 2024
S In The Court of Appeals Fifth District of Texas at Dallas No. 05-23-00604-CV
LEGAL CONCIERGE, INC., Appellant V. DAVIS, CEDILLO & MENDOZA, INCORPORATED, Appellee
On Appeal from the 471st Judicial District Court Collin County, Texas Trial Court Cause No. 471-06283-2019
MEMORANDUM OPINION Before Justices Molberg, Nowell, and Kennedy Opinion by Justice Nowell Appellant Legal Concierge, Inc. (LCI) appeals the directed verdict dismissing
its claims with prejudice against appellee Davis, Cedillo & Mendoza, Incorporated
(DCM). LCI argues the evidence is legally and factually sufficient to support its
quantum meruit claim, and the trial court erred by granting the directed verdict on
DCM’s affirmative defenses. We affirm.
Background
LCI offers on-site trial management and IT services to law firms such as
DCM. In 2014, LCI hired Roman Rosas, an expert in trial management and IT services. Before joining LCI, Rosas had a fifteen-year relationship with DCM in
which he assisted DCM’s clients in approximately thirty trials around the country.
His services included editing video, creating graphics, presenting exhibits during
trial, and providing courtroom support/logistics. DCM often recommended Rosas
to its clients because of his positive reputation.
Throughout DCM’s relationship with Rosas, there were various payment
arrangements for how Rosas and LCI billed services and how LCI was paid:
sometimes Rosas sent LCI’s invoices to DCM and DCM included the invoice in the
client’s bill and other times DCM’s clients paid Rosas directly. Such arrangements
were usually dictated by DCM’s client preferences.
In 2015, DCM contacted LCI, through Rosas, to provide trial management
services in a case styled Jim Weynand v. Olmos Equipment, Inc. and Larry Struthoff,
et al. (the OEI suit). There was no written contract for his services, but itemized
bills indicated Rosas provided war room setup, courtroom IT support, trial
presentation, and witness preparation. LCI sent invoices to DCM for the services it
provided during the OEI trial, but DCM did not remit payment.
LCI eventually sought payment directly from OEI; however, OEI declared
bankruptcy. LCI then filed suit against Larry Struthoff, and others, for breach of
contract as a third-party beneficiary and quantum meruit, among other causes of
action. LCI filed a motion for summary judgment, which was granted on May 23,
–2– 2018, awarding $124,267.92, which included $115,830.92 in outstanding service
fees.
LCI then filed suit on November 18, 2019 against DCM for suit on sworn
account1 and quantum meruit seeking $112,482.71 in damages plus attorney’s fees,
despite the summary judgment against Struthoff awarding nearly the same damages.
The case proceeded to a bench trial, and on May 17, 2023 the trial court granted
DCM’s motion for directed verdict and dismissed LCI’s claims with prejudice. This
appeal followed.
Standard of Review
Although DCM presented a motion for directed verdict in the trial court, the
proper motion to make after the plaintiff rests in a bench trial is a motion for
judgment. Bledsoe Dodge, L.L.C. v. Kuberski, 279 S.W.3d 839, 841 (Tex. App.—
Dallas 2009, no pet.). The distinction is important because we review a judgment
pursuant to a motion for judgment differently than a directed verdict. Id. (citing
Qantel Bus. Sys., Inc. v. Custom Controls Co., 761 S.W.2d 302, 303–04 (Tex.
1988)). Because DCM brought the motion after LCI rested in a bench trial, we will
construe DCM’s motion for directed verdict as a motion for judgment. Id.
The trial court, as the factfinder in a bench trial, may rule on the factual and
legal issues at the close of the plaintiff’s case in chief. Id. In doing so, the trial court
1 LCI has not challenged dismissal of its suit on sworn account.
–3– is presumed to have ruled on both the sufficiency of the evidence and the credibility
of the witnesses. Id.
When a party attacks the legal sufficiency of an adverse finding on an issue
on which it has the burden of proof, the party must demonstrate on appeal that the
evidence establishes, as a matter of law, all vital facts in support of the issue. Dow
Chem. Co. v. Francis, 46 S.W.3d 237, 241 (Tex. 2001). In reviewing a “matter of
law” challenge, the reviewing court must first examine the record for evidence that
supports the finding, while ignoring all evidence to the contrary. Id. If there is no
evidence to support the finding, the reviewing court will then examine the entire
record to determine if the contrary proposition is established as a matter of law. Id.
The point of error should be sustained only if the contrary proposition is conclusively
established. Id.
When a party attacks the factual sufficiency of an adverse finding on an issue
on which it has the burden of proof, it must demonstrate on appeal that the adverse
finding is against the great weight and preponderance of the evidence. Id. The court
of appeals must consider and weigh all of the evidence and can set aside a verdict
only if the evidence is so weak or if the finding is so against the great weight and
preponderance of the evidence that it is clearly wrong and unjust. Id.
Quantum Meruit
The right to recover in quantum meruit is “based upon the promise implied by
law to pay for beneficial services rendered and knowingly accepted.” United States
–4– Catastrophic Re-Constructors, Inc. v. Spencer, No. 05-14-01150-CV, 2015 WL
7075163, at *5 (Tex. App.—Dallas Nov. 13, 2015, no pet.) (mem. op.) (quoting
Campbell v. Nw. Nat’l Life Ins. Co., 573 S.W.2d 496, 498 (Tex. 1978)). To recover
under the equitable doctrine of quantum meruit, a plaintiff must establish: (1)
valuable services were rendered or materials furnished, (2) for the person sought to
be charged, (3) the services and materials were accepted by the person sought to be
charged and were used and enjoyed by him, and (4) the person sought to be charged
was reasonably notified that the claimant who performed the services or furnished
the materials was expecting to be paid by the person sought to be charged. Hill v.
Shamoun & Norman, LLP, 544 S.W.3d 724, 736 (Tex. 2018); Kelly v. Isaac, No.
05-19-00813-CV, 2020 WL 4746589, at *12 (Tex. App.—Dallas Aug. 17, 2020, pet.
denied) (mem. op.). LCI challenges the second and third element on appeal: whether
LCI provided its services to DCM, rather than DCM’s clients (OEI and Struthoff),
and whether DCM accepted and benefitted from the services.
Rosas testified as LCI’s main witness and explained his relationship with
DCM and LCI. Any interactions between him, LCI, and DCM ran through him.
Rosas explained he prepared OEI for trial, performed his services on behalf of OEI
to help OEI win, and OEI benefitted from his expertise and services. As part of the
trial team, he worked with DCM’s paralegals and legal team to present the case on
behalf of OEI. Although he was engaged by DCM, he ultimately provided services
to the client. If the client did not have a trial, his services would not be needed.
–5– Ricardo Cedillo, a partner with DCM, testified that recommending and
engaging experts like Rosas was an important part of trial practice. It was common
for DCM to directly engage and hire experts on behalf of the client, and clients often
wanted the expert’s invoices “funneled through one bill,” but that did not mean DCM
was responsible for paying the client. DCM did not agree to pay experts it engaged
on behalf of the client; instead, the client approved the engagement of the expert
because “they are paying for it.” In the OEI suit, the Legal Representation
Agreement provided that “When necessary or practicable, Firm will engage outside
vendors to provide services for Clients. Clients will be responsible for directly
satisfying the costs of vendors and service providers.” It also stated that “Clients
authorize Firm to retain and Clients agree to pay the fees or charges of . . . [experts]
to perform necessary services related to the Representation.”
Considering the evidence supporting the trial court’s ruling, while ignoring
any contrary evidence, the evidence is legally sufficient to support the trial court’s
dismissal of LCI’s quantum meruit claim because LCI failed to establish it provided
services to DCM and DCM benefitted from its services. Dow Chem. Co., 46 S.W.3d
at 241. Instead, the evidence indicates Rosas provided his services to and for the
benefit of OEI. We overrule LCI’s legal sufficiency challenge.
In support of its factual sufficiency challenge, LCI relies heavily on invoices
indicating expenses for meals, trial supplies, and hotel meeting rooms for DCM’s
trial team during the OEI trial. It argues DCM received the direct benefit of these
–6– services because its trial team, not OEI, ate the meals and used the supplies and
meeting rooms. It maintains any benefit OEI received was “indirect and merely
incidental” because LCI’s services had no bearing on whether DCM prevailed at
trial. LCI also argues DCM exclusively instructed Rosas regarding performance of
trial services.
Rosas admitted DCM attorneys told him the day-to-day trial plan, not OEI.
However, Rosas testified that he worked with DCM as part of the trial team to
present the best case for OEI. He provided his expert services for the benefit of OEI,
which included much more than “incidental” expenses like meals and meeting
rooms. Considering and weighing all the evidence, we cannot conclude the evidence
is so weak or the finding is so against the great weight and preponderance of the
evidence that it is clearly wrong and unjust. Id. We overrule LCI’s factual
sufficiency challenge. Accordingly, the trial court properly granted DCM’s motion
for judgment because LCI failed to present sufficient evidence satisfying the
elements of quantum meruit. Hill, 544 S.W.3d at 736 (discussing quantum meruit
elements).
Affirmative Defenses
In its second issue, LCI argues the evidence is insufficient to support DCM’s
affirmative defenses. Although the trial court briefly referenced an “irreconcilable
difference in theories” presented in LCI’s motion for summary judgment against
Struthoff and its present suit against DCM and a possible “limitations issue with
–7– respect to a couple of the invoices,” the court stated, “I’m not able to conclude that
there has been evidence presented that would support the elements of the quantum
meruit causes of action.” Accordingly, the record does not indicate the trial court
relied on any of DCM’s affirmative defenses when it granted DCM’s motion for
judgment and dismissed LCI’s claims; therefore, we need not address the sufficiency
of the evidence in support of DCM’s affirmative defenses. TEX. R. APP. P. 47.1. We
overrule LCI’s second issue.
Conclusion
We affirm the trial court’s judgment.
/Erin A Nowell/ ERIN A. NOWELL 230604F.P05 JUSTICE
–8– S Court of Appeals Fifth District of Texas at Dallas JUDGMENT
LEGAL CONCIERGE, INC., On Appeal from the 471st Judicial Appellant District Court, Collin County, Texas Trial Court Cause No. 471-06283- No. 05-23-00604-CV V. 2019. Opinion delivered by Justice Nowell. DAVIS, CEDILLO & MENDOZA, Justices Molberg and Kennedy INCORPORATED, Appellee participating.
In accordance with this Court’s opinion of this date, the judgment of the trial court is AFFIRMED.
It is ORDERED that appellee DAVIS, CEDILLO & MENDOZA, INCORPORATED recover its costs of this appeal from appellant LEGAL CONCIERGE, INC.
Judgment entered this 28th day of June 2024.
–9–