Waymon Hartwell A/K/A Scott Hartwell v. the Fundwork, LLC and Jordan Cattle Auction

• Court: Court of Appeals of Texas
• Decided: March 20, 2025
• Docket: 02-24-00133-CV
• Status: Published

Opinion

In the Court of Appeals Second Appellate District of Texas at Fort Worth ___________________________ No. 02-24-00133-CV ___________________________

WAYMON HARTWELL A/K/A SCOTT HARTWELL, Appellant

V.

THE FUNDWORKS, LLC AND JORDAN CATTLE AUCTION, Appellees

On Appeal from County Court at Law No. 2 Denton County, Texas Trial Court No. CV-2021-03523

Before Kerr, Bassel, and Walker, JJ. Memorandum Opinion by Justice Walker MEMORANDUM OPINION

In this ongoing dispute, Appellant Waymon Hartwell a/k/a Scott Hartwell

appeals from the trial court’s order granting a motion to interplead funds. In his sole

issue, Hartwell argues that the trial court lacked jurisdiction to determine the

interpleader action. We affirm.

I. FACTUAL AND PROCEDURAL BACKGROUND

HHH Cattle LLC entered into a commercial loan and security agreement with

The Fundworks, LLC. Hartwell signed the agreement as the authorized

representative for HHH Cattle and also as a personal guarantor on the loan. When

payment was not made on the loan, Fundworks filed suit against HHH Cattle and

Hartwell for breach of contract and breach of personal guaranty. After the suit was

filed, HHH Cattle filed for bankruptcy, and—on Fundworks’ motion—the trial court

entered an order of nonsuit as to HHH. Fundworks then filed an amended petition

against Hartwell for breach of personal guaranty.

The trial court granted Fundworks’s motion for summary judgment on July 5,

2022, and ordered that Fundworks recover from Hartwell $168,214.27. The

summary-judgment order was subsequently abstracted.

On January 4, 2023, Fundworks filed a motion for turnover relief and the

appointment of a receiver to support the turnover order. Fundworks also filed an

application for a charging order to collect from HH Land, LLC, alleging that Hartwell

was the managing member of HH Land. The trial court signed a charging order on

2 January 30, 2023, granting Fundworks’s application and ordering that Hartwell’s

interests in HH Land were charged to satisfy the July 5, 2022 judgment. A couple of

weeks later, the trial court issued a turnover order and appointed Craig Noack as

receiver. Two weeks after that, Fundworks filed a second application for a charging

order against H3 Cattle, LLC,1 again alleging that Hartwell was the sole member of

H3 Cattle. The trial court signed a second charging order on March 2, 2023, enjoining

H3 Cattle from distributing any amounts to Hartwell and requiring H3 Cattle to

distribute any and all amounts owed to Hartwell directly to Noack.

On May 5, 2023, Hartwell2 filed “Defendants’ (i) Motion to Vacate, (ii) Motion

for Reconsideration, (iii) Motion to Clarify, (iv) Motion to Modify, and (v) Objections.

In that filing, Hartwell argued that because the summary judgment was not final, both

charging orders were improper and unenforceable. Hartwell further challenged the

terms of the turnover order and the appointment of Noack as receiver. The trial

court denied the relief sought in Hartwell’s filing.

Hartwell appealed the trial court’s turnover order to this court. We concluded

that the trial court’s July 5, 2022 summary-judgment order was a final judgment.

Hartwell v. Fundworks, LLC, No. 02-23-00100-CV, 2024 WL 46053, at *4–5 (Tex.

App.—Fort Worth Jan. 4, 2024, pet. denied) (mem. op.). This court modified the

H3 Cattle is a separate entity from HHH Cattle. 1

Although Hartwell’s filing named HHH as a defendant, the trial court had 2

entered an order of nonsuit for HHH Cattle.

3 turnover order as it related to the receiver’s fees and affirmed the turnover order as

modified. Id. at *8, *10.

On February 18, 2023, Hartwell took several cows to Jordan Cattle Auction to

be auctioned off on behalf of H3 Cattle. The cattle were sold, resulting in net

proceeds of $395,207.77. Prior to releasing the funds, Jordan Cattle received

notification that the funds might be subject to the trial court’s turnover order. Noack

sent a demand letter requesting Jordan Cattle to turn over the proceeds from the

February 18 sale. After receiving Noack’s demand letter, Jordan Cattle also received

calls from Hartwell inquiring why the funds had not been released to him.

Jordan Cattle filed an interpleader action in the district court in San Saba,

Texas, where the cattle were sold, against Fundworks, H3 Cattle, Hartwell, and

Noack. Noack filed a special appearance, and the San Saba district court granted that

motion. The San Saba district court found that it lacked jurisdiction over the funds

based upon the trial court’s turnover order and charging order. The San Saba district

court dismissed the interpleader action without prejudice.

Jordan Cattle and Noack filed a joint interpleader action in Denton County

under the original cause number. Jordan Cattle requested that the trial court allow an

interpleader of the funds by tendering said funds to the clerk or receiver. After a

hearing, the trial court orally granted the motion. The trial court held a separate

hearing on Jordan Cattle’s attorney’s fees. The trial court signed an order on

February 12, 2024, granting the interpleader and ordering the funds deposited in the

4 county clerk’s registry. Hartwell appeals from that order and argues that the trial

court lacked jurisdiction to determine the interpleader.

II. STANDARD OF REVIEW AND APPLICABLE LAW

A trial court’s determination of jurisdiction raises a question of law that we

review de novo. In re Labatt Food Serv., L.P., 279 S.W.3d 640, 643 (Tex. 2009) (orig.

proceeding); EcoProduct Sols., L.P. v. ENGlobal Eng’g, Inc., No. 01-10-00366-CV, 2011

WL 2624003, at *4 (Tex. App.—Houston [1st Dist.] June 30, 2011, pet. denied)

(mem. op.) (citing In re Fleetwood Homes of Tex., L.P., 257 S.W.3d 692, 694 (Tex. 2008)

(orig. proceeding)).

An interpleader suit offers one who holds property a means to interplead or

bring “into one action all of the claimants” to that property, turn the “property over

to the court, be himself dismissed from the proceeding, and have the court decide

which of the claimants is entitled to the . . . property.” Bill of Interpleader, Black’s Law

Dictionary (12th ed. 2024) (quoting William Q. de Funiak, Handbook of Modern Equity

§ 108, at 241–42 (2d ed. 1956)); see Tex. R. Civ. P. 43. A party is entitled to

interpleader relief when it establishes three elements: (1) it is either subject to, or has

reasonable grounds to anticipate, rival claims to the same funds; (2) it has not

unreasonably delayed filing its action for interpleader; and (3) it has unconditionally

tendered the funds into the registry of the court. Fort Worth Transp. Auth. v. Rodriguez,

547 S.W.3d 830, 850 (Tex. 2018).

5 III. DISCUSSION

Jordan Cattle was aware that both Fundworks and Hartwell claimed the same

funds, did not delay in filing its action, and sought to tender the funds to the court’s

registry. Thus, interpleader relief was appropriate. Id. Hartwell contends, however,

that the trial court’s plenary power expired on October 18, 2022—thirty days after his

amended motion to vacate the July 5, 2022 summary judgment was overruled by

operation of law. See Tex. R. Civ. P. 329b(c), (e). He argues that because the trial

court’s plenary power had expired, it had no jurisdiction to determine the interpleader

action. Jordan Cattle responds that Texas courts allow parties to seek court assistance

to enforce a judgment by appointing a receiver and obtaining a turnover order.

Unlike plenary power, which generally only lasts for thirty days after final

judgment, a trial court’s post-judgment enforcement powers “can last until the

judgment is satisfied.” Alexander Dubose Jefferson & Townsend LLP v. Chevron Phillips

Chem. Co., L.P., 540 S.W.3d 577, 581 (Tex. 2018) (quoting Black v. Shor, 443 S.W.3d

170, 176 (Tex. App.—Corpus Christi 2013, no pet.)). A court that appoints a receiver

to assist with enforcement of a judgment retains “continuing jurisdiction and control”

over the receiver and receivership property until concluding the proceeding. See

Bowman v. The Bank of N.Y. Mellon Tr. Co., No. 05-13-01684-CV, 2016 WL 258765,

at *4 (Tex. App.—Dallas Jan. 21, 2016, pet. denied) (mem. op.) (citing Pratt v. Amrex,

Inc., 354 S.W.3d 502, 504–05 (Tex. App.—San Antonio 2011, pet. denied)).

6 The trial court retained jurisdiction over the receiver, Noack, and the

receivership property. Id. The trial court’s turnover order required third parties in

possession of assets that Hartwell had an ownership interest in to turn those assets

over to Noack. As previously stated, this court affirmed the trial court’s order

appointing Noack as receiver and issuing the turnover order. Hartwell, 2024 WL

46053 at, *10. Thus, that order is valid, and the trial court has jurisdiction to enforce

its order until the judgment is satisfied. See Alexander Dubose, 540 S.W.3d at 581. It

follows that the trial court had plenary power to determine whether the funds in

question were subject to its previous valid orders. See Madeksho v. Abraham, Watkins,

Nichols & Friend, 112 S.W.3d 679, 686 (Tex. App.—Houston [14th Dist.] 2003, pet.

denied) (en banc) (plurality op. on reh’g).

Hartwell maintains that Jordan Cattle was required to file the interpleader

action in a separate lawsuit. We disagree. In Madeksho, the court allowed an

interpleader action to be brought in the underlying cause of action. Id. at 688. The

court reasoned that it is unclear that a separate cause of action is an adequate remedy

because “[m]ost post-judgment disputes must be raised in the trial court that rendered

judgment, as it is usually familiar with the case and can settle disputes more quickly.”

Id. at 688–89.

Hartwell contends that Madeksho conflicts with Alexander Dubose and should be

limited to its facts. Alexander Dubose held that unlike plenary power—which lasts for

thirty days after final judgment—a trial court’s post-judgment enforcement powers

7 can last until the judgment is satisfied. 540 S.W.3d at 581. We do not find Madeksho

to be in conflict with Alexander Dubose. Hartwell further contends that Madeksho

focused only on whether the trial court had authority under the Texas Supreme

Court’s mandate to determine competing claims. While discussing the post-mandate

claims to a judgment, the court reasoned that a separate lawsuit was not required for

an interpleader action. Madeksho, 112 S.W.3d at 688–89. While we acknowledge that

Madeksho was a plurality opinion, we agree with the reasoning that the trial court had

jurisdiction over the interpleader action and a separate lawsuit was not required. See

id.

Hartwell also argues that a trial court’s authority to enforce its judgment does

not extend to deciding substantive rights of third-party strangers to the underlying

judgment. According to Hartwell, Noack, H3 Cattle, and HHH Cattle are strangers to

the July 5, 2022 summary judgment. This court affirmed the turnover order that

required third parties in possession of assets that Hartwell had an ownership interest

in to turn those assets over to Noack. Hartwell, 2024 WL 46053, at *10. The trial

court signed a charging order finding that Hartwell, as the sole member of H3 Cattle,

has custody and control over all of the assets belonging to H3 Cattle. Hartwell did

not challenge that charging order. As previously stated, the trial court had authority

to appoint Noack as a receiver and retained jurisdiction over him until concluding the

proceeding. See Bowman, 2016 WL 258765, at *4. The trial court had entered an order

of nonsuit for HHH Cattle. Thus, the trial court’s order granting the motion to

8 interplead funds did not decide the substantive rights of third-party strangers to the

judgment.

Accordingly, we hold that the trial court had jurisdiction to determine the

motion to interplead funds. See Madeksho, 112 S.W.3d at 690. We overrule Hartwell’s

sole issue.

IV. CONCLUSION

Having overruled Hartwell’s sole issue, we affirm the trial court’s order

granting the motion to interplead funds.

/s/ Brian Walker

Brian Walker Justice

Delivered: March 20, 2025