NEC Networks, LLC D/B/A/ CaptureRx v. Brooke Gilmartin, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin

CourtCourt of Appeals of Texas
DecidedNovember 29, 2023
Docket04-23-00109-CV
StatusPublished

This text of NEC Networks, LLC D/B/A/ CaptureRx v. Brooke Gilmartin, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin (NEC Networks, LLC D/B/A/ CaptureRx v. Brooke Gilmartin, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
NEC Networks, LLC D/B/A/ CaptureRx v. Brooke Gilmartin, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin, (Tex. Ct. App. 2023).

Opinion

Fourth Court of Appeals San Antonio, Texas MEMORANDUM OPINION

No. 04-23-00109-CV

NEC NETWORKS, LLC d/b/a CaptureRx, Appellant

v.

Brooke GILMARTIN, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin, Deceased, Appellee

From the Probate Court No. 1, Bexar County, Texas Trial Court No. 2018PC3985 Honorable Oscar J. Kazen, Judge Presiding

Opinion by: Beth Watkins, Justice

Sitting: Rebeca C. Martinez, Chief Justice Beth Watkins, Justice Lori I. Valenzuela, Justice

Delivered and Filed: November 29, 2023

AFFIRMED IN PART; REVERSED AND RENDERED IN PART; REMANDED

Appellant NEC Networks, LLC d/b/a CaptureRx challenges the trial court’s denial of its

motion to dismiss under the Texas Citizens’ Participation Act. We affirm the trial court’s order in

part, reverse it in part, and render judgment dismissing appellee Brooke Gilmartin’s counterclaim

for intentional infliction of emotional distress. We remand this cause for a determination of

CaptureRx’s court costs and reasonable attorney’s fees incurred in defending against Brooke’s

intentional infliction counterclaim. 04-23-00109-CV

BACKGROUND

In 2000, Edward “Jake” Gilmartin and Christopher Hotchkiss co-founded CaptureRx. In

2016, Jake married Brooke. In 2018, Jake died from a self-inflicted gunshot wound. Brooke was

eventually appointed independent administrator of Jake’s estate.

This dispute revolves around the parties’ competing claims to Jake’s interest in CaptureRx.

After Jake died, CaptureRx contended that a 2012 “Company Agreement” he had signed entitled

it to purchase his interest in the company. CaptureRx valued Jake’s interest at $356,764.20 under

the terms of the Company Agreement, and it made an offer in that amount to Jake’s estate. Brooke,

as the independent administrator of Jake’s estate, declined CaptureRx’s offer because she believed

it did not fairly value Jake’s interest.

At some point after it made the initial offer, CaptureRx discovered a 2014 “Profits Interests

Agreement Letter” that Jake purportedly signed and which CaptureRx contended was relevant to

the valuation. Both CaptureRx and Jake’s estate subsequently hired their own valuation appraisers

to review the relevant documents. CaptureRx’s valuation appraiser concluded that under the terms

of the Profits Interests Agreement Letter and the Company Agreement, Jake’s interest had no

monetary worth. Based on this valuation, CaptureRx offered Jake’s estate $10,000 “in a gesture of

goodwill[.]” The valuation appraiser hired by Jake’s estate also considered both the Company

Agreement and the Profits Interests Agreement Letter, but he concluded Jake’s interest was worth

between $19,157,000 and $33,900,000.

During the valuation dispute, Hotchkiss—who was CaptureRx’s CEO at that time—openly

denigrated Brooke in front of CaptureRx’s employees and executives. He referred to her as “a slut,

a cunt, a prostitute, a bitch,” expressed a desire to do physical harm to her, and asked CaptureRx’s

then-general counsel, Jose Padilla, “to find someone . . . that could rape” her. Hotchkiss told

-2- 04-23-00109-CV

“everyone” at CaptureRx that he “wanted to make sure that [Brooke] got nothing” from Jake’s

interest in the company.

On August 12, 2019, the board of CaptureRx accepted Hotchkiss’s resignation, and Padilla

and another individual took over as co-CEOs of the company. Two weeks later, on August 26,

2019, CaptureRx sued Brooke in her individual capacity for breach of contract, money had and

received, and claims under the Theft Liability Act. CaptureRx also asserted the same claims

against Brooke “as assignee” of Jake’s interest. CaptureRx filed its claims against Brooke in Kerr

County district court.

In her capacity as independent administrator of Jake’s estate, Brooke filed her own lawsuit

against CaptureRx in Bexar County statutory probate court. CaptureRx’s Kerr County claims were

eventually transferred by agreement to the Bexar County probate court, and the lawsuits were

consolidated. Multiple discovery disputes that are not directly relevant to this appeal ensued, and

CaptureRx changed attorneys several times. At some point during this litigation, Hotchkiss

rejoined CaptureRx as CEO, and he made representations on CaptureRx’s behalf during a June

2022 hearing before the probate court.

On August 15, 2022, Brooke, acting “individually and allegedly as assignee,” sought

sanctions against CaptureRx. Brooke alleged CaptureRx’s lawsuit against her “ha[d] no basis in

fact or law [and] was brought in bad faith, for an improper purpose and maliciously[.]” In her

individual capacity, she also filed a counterclaim against CaptureRx for intentional infliction of

emotional distress. In support of both claims, Brooke argued that CaptureRx initiated litigation

against her while she “was in a vulnerable and fragile mental state” after Jake’s suicide because it

wanted to intimidate her into selling Jake’s interest for an unfairly low price. Shortly after Brooke

filed her counterclaim, CaptureRx voluntarily non-suited the claims it had asserted against her in

her individual capacity.

-3- 04-23-00109-CV

On October 14, 2022, CaptureRx filed a motion under the TCPA to dismiss Brooke’s

counterclaim and request for sanctions. After a hearing, the trial court denied the TCPA motion by

operation of law. CaptureRx then timely filed this appeal.

ANALYSIS

In six issues we construe as three, CaptureRx argues the trial court erred by denying its

TCPA motion because: (1) the TCPA applied to Brooke’s claims; (2) Brooke did not present prima

facie evidence to support her claims; and (3) CaptureRx was entitled to judgment as a matter of

law on Brooke’s claims.

Did CaptureRx Bring Its Appeal Against the Wrong Party?

Before turning to the merits of the trial court’s ruling on CaptureRx’s TCPA motion, we

consider Brooke’s assertion that CaptureRx brought its appeal against the wrong party. Brooke

notes that CaptureRx’s docketing statement, motions for extension of time, and brief identified

“Brooke Gilmartin as the Independent Administrator of the Estate of Edward J. Gilmartin” as the

appellee in this dispute. She further notes that none of CaptureRx’s appellate filings identify her

as a party in her individual capacity. Because “[t]he errors asserted by CaptureRx in this appeal

could only impact” her in her individual capacity, Brooke argues this appeal “should be summarily

dismissed[.]” We decline to interpret our jurisdiction so narrowly.

“The filing of a notice of appeal by any party invokes the appellate court’s jurisdiction over

all parties to the trial court’s judgment or order appealed from.” TEX. R. APP. P. 25.1. It is

undisputed that Brooke was a party to the “order appealed from” in her individual capacity—

CaptureRx appealed the order denying its motion to dismiss the counterclaims Brooke asserted

against it in her individual capacity. CaptureRx’s notice of appeal was therefore effective to invoke

this court’s jurisdiction over her in that capacity. See id. Accordingly, we decline to dismiss this

appeal.

-4- 04-23-00109-CV

CaptureRx’s TCPA Motion

Standard of Review and Applicable Law

We review a trial court’s denial of a TCPA motion to dismiss de novo. Robert B. James,

DDS, Inc. v. Elkins,

Related

Hoffmann-La Roche Inc. v. Zeltwanger
144 S.W.3d 438 (Texas Supreme Court, 2004)
Creditwatch, Inc. v. Jackson
157 S.W.3d 814 (Texas Supreme Court, 2005)
In Re Vesta Insurance Group, Inc.
192 S.W.3d 759 (Texas Supreme Court, 2006)
City of Keller v. Wilson
168 S.W.3d 802 (Texas Supreme Court, 2005)
Kroger Texas Ltd. Partnership v. Suberu
216 S.W.3d 788 (Texas Supreme Court, 2006)
Elizondo v. TEXAS NAT. RESOURCE CONS. COM'N
974 S.W.2d 928 (Court of Appeals of Texas, 1998)
Brewerton v. Dalrymple
997 S.W.2d 212 (Texas Supreme Court, 1999)
Martinek Grain & Bins, Inc. v. Bulldog Farms, Inc.
366 S.W.3d 800 (Court of Appeals of Texas, 2012)
Julie Hersh v. John Tatum and Mary Ann Tatum
526 S.W.3d 462 (Texas Supreme Court, 2017)
Scott Van Dyke v. Builders West, Inc.
565 S.W.3d 336 (Court of Appeals of Texas, 2018)
In re Lipsky
460 S.W.3d 579 (Texas Supreme Court, 2015)
In the Estate of Aguilar
492 S.W.3d 807 (Court of Appeals of Texas, 2016)

Cite This Page — Counsel Stack

Bluebook (online)
NEC Networks, LLC D/B/A/ CaptureRx v. Brooke Gilmartin, Independent Court Administrator of the Estate of J. Edward Charles Gilmartin, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nec-networks-llc-dba-capturerx-v-brooke-gilmartin-independent-court-texapp-2023.