First, they argue that they were not required to show an inadequate legal remedy because an alleged statutory violation relieves a movant of that burden. See Furr v. Hall, 553 S.W.2d 666, 672 (Tex. Civ. App.-Amarillo 1977, writ ref'd n.r.e.). They assert that courts have a duty to enjoin statutory violations.

"'Unclean hands' is an affirmative defense available when the plaintiff is seeking an equitable remedy." In re Nolle, 265 S.W.3d 487, 494 (Tex. App.—Houston [1st Dist.] 2008, no pet.) (emphasis added); accord Cantu v. Guerra & Moore, LLP, 448 S.W.3d 485, 496 (Tex. App.—San Antonio 2014, pet. denied) ("Unclean hands is an affirmative defense that may bar a party with unclean hands from obtaining equitable relief."); Furr v. Hall, 553 S.W.2d 666, 672 (Tex. App.—Amarillo 1977, writ ref'd n.r.e.) ("[T]he 'clean hands' maxim is strictly an equitable doctrine not applicable outside equitable proceedings.").

In re Jim Walter Homes, Inc., 207 S.W.3d 888, 899 (Tex.App.-Houston [14th Dist.] 2006, orig. proceeding). More importantly for the present case, the "clean hands" maxim is strictly an equitable doctrine and not applicable outside equitable proceedings. Furr v. Hall, 553 S.W.2d 666, 672 (Tex.Civ.App.-Amarillo 1977, writ ref'd n.r.e.); Ligon v. E.F. Hutton Co., 428 S.W.2d 434, 437 (Tex.Civ.App.-Dallas 1968, writ ref'd n.r.e.); Greever v. Persky, 156 S.W.2d 566, 569 (Tex.Civ.App.-Fort Worth 1941), aff'd 140 Tex. 64, 165 S.W.2d 709 (1942). Except for the finding on substantial performance, which we need not reach, Design is not contesting the trial court's findings on its equitable claims.

Appellees claim that the cases cited by Steubner 19 in support of its argument all involve equitable actions. See, e.g., Hughes v. Aycock, 598 S.W.2d 370 (Tex.Civ.App. — Houston [14th Dist.] 1980, writ ref'd n.r.e.) (suit to enforce partnership agreement). Furthermore, appellees cite Furr v. Hall, 553 S.W.2d 666 (Tex.Civ.App. — Amarillo 1977, writ ref'd n.r.e.) and Ligon v. E.F. Hutton Co., 428 S.W.2d 434 (Tex.Civ.App. — Dallas 1968, writ ref'd n.r.e.) for the proposition that the doctrine of "unclean hands" applies only in equitable proceedings and is unavailable as a defense to common law actions. We disagree with appellees' reasoning.

In general, waiver is defined as "an intentional relinquishment of a known right or intentional conduct inconsistent with claiming it." Furr v. Hall, 553 S.W.2d 666, 674 (Tex.Civ.App. Amarillo 1977, writ ref'd n. r. e.). Stated more broadly, waiver occurs "where one dispenses with the performance of something which he has a right to exact, and occurs where one in possession of any right, whether conferred by law or by contract, with full knowledge of the material facts, does or forbears to do something, the doing of which or the failure or forebearance to do which is inconsistent with the right or his intention to rely upon it. 92 C.J.S. Waiver p. 1061.

" Thus, the district court did not err by denying Schindler's proposed defense in the instant case. See, e.g., Furr v. Hall, 553 S.W.2d 666, 672 (Tex.Civ.App.-Amarillo 1977) ("The `clean hands' maxim is strictly an equitable doctrine not applicable outside equitable proceedings.").Dunnagan v. Watson, 204 S.W.3d 30, 41 (Tex.App. 2006).

; Furr v. Hall, 553 S.W.2d 666, 672 (Tex. App. 1977, writ ref'd n.r.e.) (“[T]he ‘clean hands' maxim is strictly an equitable doctrine not applicable outside equitable proceedings.”)

"Texas courts have long held that the affirmative defense of unclean hands is available only in equity." Bagby Elevator Co., Inc. v. Schindler Elevator Corp., 609 F.3d 768, 774 (5th Cir. 2010) (citing Furr v. Hall, 553 S.W.2d 666, 672 (Tex. Civ. App.—Amarillo 1977). In Texas, " ‘[t]he clean hands doctrine requires that one who seeks equity, does equity.’ "

A right may be waived by delaying assertion of the right for an unreasonable time, or by intentional conduct that is inconsistent with the right. See United States Fid. and Guar. Co. v. Bimco Iron M. Corp., 464 S.W.2d 353, 357 (Tex. 1971); see also Furr v. Hall, 553 S.W.2d 666, 674 (Tex. Civ. App. — Amarillo 1977, writ ref'd n.r.e.). Vinewood failed to complain that the Sheppard Mullin defendants' acting as defense counsel in Vinewood I is a breach of fiduciary duty until November 2009 and thereby has unreasonably delayed in making such complaint.

"The `clean hands' maxim is strictly an equitable doctrine not applicable outside equitable proceedings." Furr v. Hall, 553 S.W.2d 666 (Tex.Civ.App.-Amarillo 1977, writ refused n.r.e.). Because a declaratory judgment action is not an equitable proceeding, the unclean hands defense may not be asserted. See id. ("a declaratory judgment action is neither legal nor equitable[,] but is sui generis."); Beadle v. Bonham State Bank, 880 S.W.2d 160, 162 (Tex.App.-Texarkana 1994, j'ment aff'd in part, rev'd in part, 907 S.W.2d 465 (Tex. 1995) (same).