Opinion
05-22-01253-CV
06-18-2024
TIFFANY C. MORENO, Appellant v. ALAN HALPERIN, AS TRUSTEE OF THE GFES LIQUIDATION TRUST, Appellee
On Appeal from the 193rd Judicial District Court Dallas County, Texas Trial Court Cause No. DC-20-01025
Before Justices Molberg, Nowell, and Kennedy
MEMORANDUM OPINION
ERIN A. NOWELL JUSTICE
Alan Halperin, as trustee of the GFES Liquidation Trust, obtained a judgment against Michel Moreno in a Delaware court and domesticated that judgment in Texas. To effectuate the domesticated judgment, the Trustee filed a declaratory judgment action to foreclose on the home owned by Michel and his wife, Tiffany Moreno, and Tiffany filed a claim to quiet title. In two issues, Tiffany argues the trial court erred by granting the Trustee's traditional motion for summary judgment on his declaratory judgment counterclaim for foreclosure and also erred by denying her motion for summary judgment on her claim to quiet title to the home. We reverse the trial court's judgment in part and remand the Trustee's counterclaim seeking a declaratory judgment for foreclosure for further proceedings.
Because Tiffany Moreno and Michel Moreno have the same surname, we will refer to them by their first names. We will refer to Alan Halperin, acting as trustee of the GFES Liquidation Trust, as the Trustee.
In her second issue, Tiffany argues the trial court erred by denying her motion for summary judgment on her quiet title claim, and she prays that this Court render judgment in her favor granting summary judgment on her quiet title claim. However, in post-submission briefing, the parties notified the Court that Tiffany never moved for summary judgment on her quiet title claim. Because Tiffany challenges the denial of a motion that was never asserted, we conclude Tiffany's second issue presents nothing for our review.
Factual Background
A. Delaware Proceedings
The dispute between Michel, entities controlled by him, and the Trustee began in a Delaware Bankruptcy Court. In that proceeding, the Trustee was the plaintiff; Green Field Energy Services, Inc. was the Debtor; and Michel was one of several defendants. See In re Green Field Energy Servs., Inc., No. 13-12783(KG), 2018 WL 6191949 (Bankr. D. Del. Nov. 28, 2018). Following a bench trial on several claims, including the Trustee's claim that Michel tortiously interfered with a contract, the Bankruptcy Court entered proposed findings of fact and conclusions of law. See generally id. The Bankruptcy Court found that Michel tortiously interfered with a contract and used the proceeds from his tortious conduct to purchase a property in Dallas where he and Tiffany live (the Dallas Property). See generally id. at *47-49.
The United States District Court for the District of Delaware considered and adopted most of the Bankruptcy Court's proposed findings of fact and conclusions of law. See In re Green Field Energy Servs., Inc., 610 B.R. 760 (D. Del. 2019). The District Court also entered a Corrected Judgment in favor of the Trustee on the Trustee's tortious interference with contract claim. The Corrected Judgment awards more than $16 million in damages and also states: "The Court hereby imposes a constructive trust over defendant Moreno's Dallas residence located at [address provided], in the amount of $10 million in favor of the Trustee in order for the Trustee to recover his damages on" his claim for tortious interference with contract. The Third Circuit Court of Appeals affirmed the District Court's judgment. See In re Green Field Energy Servs., Inc., 834 Fed.Appx. 695, 696 (3d Cir. 2020). We refer to the opinions from the Bankruptcy Court, the District Court, and the Third Circuit collectively as the "Delaware Courts' opinions."
The Corrected Judgment states the original judgment had a typographical error, which necessitated the Corrected Judgment.
Tiffany was not a party to or otherwise represented in the Delaware proceedings or the appeal to the Third Circuit Court of Appeals.
B. Texas Proceedings
On January 20, 2022, the Trustee filed a Notice of Filing Foreign Judgment in the trial court. The Notice of Filing Foreign Judgment, listing Michel as a defendant, states that the United States District Court for the District of Delaware rendered a judgment in which Michel is a Judgment Debtor and the Trustee is the Judgment Creditor. The Notice states the Delaware District Court imposed a constructive trust over the Dallas Property in the amount of $10 million in favor of the Trustee in order for the Trustee to recover damages arising from the tortious interference with contract claim against Michel. Tiffany is not a Judgment Debtor, and the Trustee did not make her a party to the proceeding.
After filing a general denial and asserting several affirmative defenses, on February 14, 2020, Michel filed a motion to vacate the Foreign Judgment. One week later, Tiffany filed an original petition in intervention stating the Dallas Property is her homestead, and the imposition of a constructive trust on her homestead violates Texas law. Tiffany asserted the Foreign Judgment is not against her and arose from a proceeding to which she was not a party, and a domesticated judgment is not binding on a non-party in Texas who was not a party to the underlying proceedings in a foreign state. Tiffany also asserted a claim to quiet title. In response, the Trustee asserted the affirmative defenses of res judicata, collateral estoppel, and unclean hands. The Trustee subsequently filed a counterclaim seeking a declaratory judgment for foreclosure of the Dallas Property in accordance with the Delaware judgment; the Trustee argued no homestead exemption applies to the Dallas Property because the Delaware courts found Michel purchased the Dallas Property with stolen funds.
On September 10, 2020, the trial court denied Michel's motion to vacate and ordered the Delaware judgment domesticated. Michel's appeal of the trial court's denial was untimely, and this Court dismissed the appeal for lack of jurisdiction. See Moreno v. Halperin as Tr. of GFES Liquidation Tr., No. 05-20-00858-CV, 2021 WL 5902931 (Tex. App.-Dallas Dec. 14, 2021, pet. denied) (mem. op.).
Tiffany filed a motion for traditional summary judgment on the Trustee's declaratory judgment counterclaim. The Trustee then filed a hybrid traditional and no-evidence motion for summary judgment, seeking traditional summary judgment on his declaratory judgment counterclaim and no-evidence summary judgment on Tiffany's quiet title claim. The trial court denied Tiffany's motion and granted the Trustee's. This appeal followed.
Standard of Review
We review summary judgments de novo. Loya v. Hickory Trail Hosp., L.P., 673 S.W.3d 1, 6 (Tex. App.-Dallas 2022, no pet.). After adequate time for discovery, a party may move for no-evidence summary judgment on the ground that there is no evidence of one or more essential elements of a claim or defense on which an adverse party would have the burden of proof at trial. Tex.R.Civ.P. 166a(i). To defeat summary judgment, the nonmovant must produce summary-judgment evidence that raises a genuine issue of material fact on each of the challenged elements. Id. We review no-evidence summary judgments under the same legal-sufficiency standard as directed verdicts. Loya, 673 S.W.3d at 6.
Under the traditional summary-judgment standard, the movant has the burden to show there is no genuine issue of material fact and it is entitled to judgment as a matter of law. Id. Once the movant establishes its right to summary judgment as a matter of law, the burden shifts to the nonmovant to present evidence raising a genuine issue of material fact, thereby precluding summary judgment. Id. A genuine issue of material fact exists if the nonmovant produces more than a scintilla of probative evidence regarding the challenged element. Id.
As a general rule, denial of a motion for summary judgment cannot be reviewed on appeal because the denial of a summary judgment is not a final judgment. See Cincinnati Life Ins. Co. v. Cates, 927 S.W.2d 623, 625 (Tex. 1996); Wilson v. Capital Partners Fin. Grp. USA, Inc., No. 05-20-00704-CV, 2022 WL 2437595, at *2 (Tex. App.-Dallas July 5, 2022, no pet.) (mem. op.). A denial is reviewable, however, when "both sides moved for summary judgment on the same issues and the trial court granted one motion for summary judgment and denied the other." Clark v. Dillard's, Inc., 460 S.W.3d 714, 724 (Tex. App.-Dallas 2015, no pet.); see also Wilson, 2022 WL 2437595, at *2. In that case, we consider all grounds for summary judgment that were presented to the trial court and properly preserved for appeal. Cincinnati Life Ins. Co., 927 S.W.2d at 624, 626.
Tiffany has not argued on appeal that the trial court erred by denying her traditional motion for summary judgment on the Trustee's declaratory judgment counterclaim, and her prayer is limited to requesting that we reverse the trial court's judgment and remand for trial on disputed fact issues. Accordingly, we consider only whether the trial court erred by granting the Trustee's motion for summary judgment on his declaratory judgment counterclaim. See Hunsaker v. Richardson, 610 S.W.3d 151, 155 (Tex. App.-Eastland 2020, no pet.) (citing Henderson v. Nitschke, 470 S.W.2d 410, 414-15 (Tex. App.-Eastland 1971, writ ref'd n.r.e.) (citing Gulf, Colo. & Santa Fe Ry. Co. v. McBride, 159 Tex. 442, 322 S.W.2d 492, 496 (1958)); see also City of Mansfield v. Savering, No. 02-19-00174-CV, 2020 WL 4006674, at *6 (Tex. App.-Fort Worth July 16, 2020, pet. denied) (mem. op.); Res. Sav. Ass'n v. Neary, 782 S.W.2d 897, 903 (Tex. App.-Dallas 1989, writ denied); Judge David Hittner et al., Summary Judgments in Texas: State and Federal Practice, 62 S. TEX. L. REV. 2, 218 (2023) ("On appeal, the party appealing the denial of the motion for summary judgment must properly preserve this error by raising as a point of error or issue presented the failure of the trial court to grant the appellant's motion. If the appellant complains only that the trial court erred in granting the other side's motion for summary judgment and fails to complain that the court denied its own motions, it fails to preserve error on this issue and, if the appellate court reverses, it cannot render but can only remand the entire case.").
Analysis
The Trustee moved for traditional summary judgment on his declaratory judgment counterclaim on the ground that Texas law does not grant homestead status to properties obtained by fraud or with ill-gotten gains, such as the Dallas Property. Further, he asserted Tiffany was not required to be a party to the original suit for the judgment to be enforceable against her interest and res judicata bars her from re-litigating issues that could have been reached in Delaware. In support of his motion, the Trustee attached the following documents: (1) the general warranty deed for the purchase of the Dallas Property by Tiffany and Michel; (2) the Corrected Judgment; and (3) DCAD's Notice of Appraised Value for the tax year 2021 showing Michel and Tiffany owned the Dallas Property and had a homestead exemption on the property. The Trustee asked the trial court to take judicial notice of the Delaware Courts' opinions, which he had provided in response to Tiffany's motion for summary judgment, "as to both adjudicative facts and notice of other states' laws pursuant to Texas Rules of Evidence 201 and 202."
Tiffany opposed the Trustee's motion and argued, among other things, that the Trustee's attempt to foreclose is contrary to the Texas homestead exemption. In support, Tiffany provided her own declaration in which she stated: (1) she and Michel purchased the Dallas Property in July 2013, she resided at the property since that time, and she and Michel had not partitioned or abandoned the property; (2) "I purchased [the Dallas Property] with funds that belonged to me. . . I dispute that there was ever any 'fraud' associated with the purchase of" the Dallas Property; and (3) she and Michel received a homestead exemption for the Dallas Property in 2013. Tiffany explained in her declaration why she believed the money used to purchase the Dallas Property was not procured as a result of Michel's tortious conduct.
As the summary judgment movant, the Trustee bore the initial burden to show there is no genuine issue of material fact and he is entitled to judgment as a matter of law. See Loya, 673 S.W.3d at 6. In support of his motion, the Trustee provided evidence showing Tiffany and Michel owned and had a homestead exemption on the Dallas Property. Otherwise, the Trustee entirely relied on the Delaware Courts' opinions to show the Dallas Property was purchased with the proceeds from Michel's tortious conduct; based on the facts as recited in these opinions, the Trustee argued no homestead ever arose. The parties disagree whether the trial court could judicially notice the truth of the facts presented in the Delaware Courts' opinions.
Texas Rule of Evidence 201 provides that a court may judicially notice a fact that is not subject to reasonable dispute because it can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned. Tex. R. Evid. 201(b)(2). A court "must take judicial notice if a party requests it and the court is supplied with the necessary information." Tex. R. Evid. 201(c). "[T]he trial court may not take judicial notice of the truth of factual statements and allegations contained in the pleadings, affidavits, or other documents in the file." In re State for J.M.P., 687 S.W.3d 746, 758 (Tex. App.-Dallas 2024, no pet. h.). Evidence that is the subject of improper judicial notice amounts to no evidence. In re B.R., No. 12-23-00256-CV, 2024 WL 396642, at *7 (Tex. App.-Tyler Jan. 24, 2024, no pet.) (mem. op.) (citing Guyton v. Monteau, 332 S.W.3d 687, 693 (Tex. App.-Houston [14th Dist.] 2011, no pet.)); Abila v. Miller, 683 S.W.3d 842, 849 (Tex. App.- Austin 2023, no pet.).
Tiffany argues the trial court could not take judicial notice of the truth of the facts in the Delaware Courts' opinions and those opinions are not competent summary judgment evidence. The Trustee states he asked the trial court to take judicial notice of the adjudicative facts in those opinions, the trial court did so, and the facts in the opinions as well as the bases for the Delaware Courts' rulings are competent summary judgment evidence. In support of his argument, the Trustee cites Lee v. City of Los Angeles, 250 F.3d 668, 690 (9th Cir. 2001). In that case, the Ninth Circuit stated: "when a court takes judicial notice of another court's opinion, it may do so 'not for the truth of the facts recited therein, but for the existence of the opinion, which is not subject to reasonable dispute over its authenticity.'" Id. (quoting Southern Cross Overseas Agencies, Inc. v. Wah Kwong Shipping Group Ltd., 181 F.3d 410, 426-27 (3rd Cir.1999)). The Trustee's cited case does not support his argument.
The United States District Court for the Northern District of Texas addressed this issue in Reneker v. Offill, No. 3:08-CV-1394-D, 2012 WL 2158733 (N.D. Tex. June 14, 2012). In that case, the court considered the extent to which it could take judicial notice of findings made in its prior opinions in two different cases as well as positions taken in a related SEC enforcement action. Id. at *12. Applying Texas Rule of Evidence 201, the Reneker court stated "judicial notice extends only to indisputable adjudicative facts." Id. (citing Taylor v. Charter Med. Corp., 162 F.3d 827, 831 (5th Cir. 1998) (determination in a prior court proceeding was not indisputable because it was open to dispute, disputed by the parties, and "not the type of self-evident truth that no reasonable person could question, a truism that approaches platitude or banality," and, also, not an adjudicative fact because it was a legal determination of a mixed question of fact and law) (alterations omitted)). The Reneker court stated that a court may take judicial notice of the existence of a prior judgment for the limited purpose of proving that a judgment was entered or of a document filed in another court to establish the fact of the litigation and related filings. Id. at *13. However, "a court generally cannot take judicial notice of the findings of fact from other proceedings for the truth of the matter asserted because those facts are usually disputed and almost always are disputable." Id. (citing Taylor, 162 F.3d at 830 (quoting with approval General Electric Capital Corp. v. Lease Resolution Corp., 128 F.3d 1074, 1082 n. 6 (7th Cir.1997)). We agree.
The trial court in this matter could take judicial notice of the existence of the Delaware Courts' opinions to establish the fact of the litigation and related filings, to establish the existence of the opinions, and to prove judgment was entered. However, the trial court could not take judicial notice of findings of fact made in other proceedings to establish the truth of the matters asserted because those facts were disputed and disputable in both Delaware and Texas courts. See id. at *12-13 (citing Taylor, 162 F.3d at 830). Thus, to the extent the trial court took judicial notice of the facts recited in the Delaware Courts' opinions, it did so in error. Evidence that is the subject of improper judicial notice amounts to no evidence. In re B.R., 2024 WL 396642, at *7 (citing Guyton, 332 S.W.3d at 693); Abila, 683 S.W.3d at 849.
The Trustee sought to meet his summary judgment burden by proving the Dallas Property was purchased with stolen funds and, he argues, as a result, Tiffany and Michel do not hold a property interest in the Dallas Property and cannot have a corresponding homestead right. To meet this burden, the Trustee relied on the trial court judicially noticing the truth of the facts recited in the Delaware Courts' opinions. However, the trial court could not take judicial notice of the truth of the facts in those opinions, and the Delaware Courts' opinions amount to no evidence of the truth of the facts contained therein and do not factually support the Trustee's position that the Dallas Property was purchased with stolen funds.
We conclude the Trustee failed to meet his summary judgment burden to show there is no genuine issue of material fact and he is entitled to judgment as a matter of law. See Loya, 673 S.W.3d at 6. Because the Trustee failed to meet his burden, the trial court erred by granting his motion for summary judgment. See id. We sustain Tiffany's first issue to this extent.
As a result of our conclusion that the Trustee failed to meet his initial summary-judgment burden, we need not consider the other arguments raised by the parties. See Tex. R. App. P. 47.1.
Conclusion
We reverse the trial court's final judgment rendering judgment in favor of the Trustee on his declaratory judgment for foreclosure counterclaim.
We remand the cause to the trial court for further proceedings on this counterclaim.
JUDGMENT
In accordance with this Court's opinion of this date, the judgment of the trial court is REVERSED in part and this cause is REMANDED to the trial court for further proceedings on the declaratory judgment for foreclosure counterclaim asserted by appellee Alan Halperin, as Trustee of the GFES Liquidation Trust.
It is ORDERED that appellant Tiffany C. Moreno recover her costs of this appeal from appellee Alan Halperin, as Trustee of the GFES Liquidation Trust.