OHK Global, Inc. v. Motaghi

679 S.W.3d 738

OHK GLOBAL, INC., Obaid Uddin, Janoob, Inc., Saahel, Inc., and Emrooz, Inc., Appellants

v.Mohammad MOTAGHI, Appellee

NO. 01-21-00353-CV

Court of Appeals of Texas, Houston (1st Dist.).

Opinion issued May 2, 2023

On Appeal from the 80th District Court, Harris County, Texas, Trial Court Case No. 2020-03493

Azhar Chaudhary, Sugar Land, Sanjay R. Chadha, Pearland, for Appellant.

Ashish Mahendru, Houston, for Appellee.

Panel consists of Chief Justice Adams and Justices Kelly and Goodman.

OPINION

Gordon Goodman, Justice

In the trial court, Mohammad Motaghi, Zeba, L.L.C. and Jamshid, Inc., sued the appellants. The trial court granted a partial summary judgment in Motaghi’s favor against two of the appellants, Obaid Uddin and OHK Global, Inc. Later, Zeba and Jamshid nonsuited their claims, and the trial court denied the appellants leave to amend their pleadings to add counterclaims and third-party claims. The appellants now appeal, asserting that Zeba and Jamshid lacked the capacity to sue when they filed suit against the appellants and the trial court erred in denying leave to amend.

Because the appellants did not timely file their notice of appeal, which is a prerequisite to our jurisdiction, we dismiss the appeal for lack of jurisdiction.

BACKGROUND

Plaintiffs' Allegations

Mohammad Motaghi and two companies, Zeba, L.L.C. and Jamshid, Inc., sued Obaid Uddin and four other companies: OHK Global, Inc., Janoob, Inc., Saahel, Inc., and Emrooz, Inc. The lawsuit arose out of a series of agreements involving the sale of Janoob, Saahel, and Emrooz and certain inventory and real-estate leases to operate multiple gas stations and convenience stores in Corpus Christi. As part of this sale, Uddin and OHK Global executed a promissory note and the company appellants executed a security agreement for certain collateral. Several months later, Uddin and OHK Global fell behind on the payments due under the note. The parties resolved their ensuing disputes by settlement agreement. Motaghi, Zeba, and Jamshid then brought this suit when the other side did not fulfill that agreement, asserting contract claims relating to the settlement and security agreements.

Subsequent Procedural History

In February 2020, Jamshid nonsuited all its claims. The trial court entered an order dismissing Jamshid’s claims that same month.

In March 2020, Motaghi moved for summary judgment, arguing that there was no genuine issue of material fact on his contract claims. The appellants filed a response and Motaghi replied.

In April 2020, the trial court granted Motaghi’s summary-judgment motion. The trial court ordered Uddin and OHK Global to pay him $1,738,614.38 owed under the settlement agreement and to turn over property subject to the security agreement. The property subject to turnover included Janoob, Saahel, and Emrooz. The trial court awarded attorney’s fees, including conditional awards of appellate fees. But the trial court’s order, which neither disposed of all parties and claims nor purported to do so, was interlocutory rather than an appealable final judgment.

Four days after the summary judgment, the appellants moved for leave to amend their pleadings in two motions. Uddin and OHK Global did so in one motion, and Janoob, Saahel, and Emrooz did so in the other. In both motions, the appellants sought leave to add counterclaims against Motaghi and Zeba and third-party claims against nonparties. Both the counterclaims and third-party claims related to the underlying sale, alleging, for example, that the appellants were not given business-related documents necessary to make an accounting of the three companies subject to the sale as well as documents sent to or filed with the state. In addition, the appellants alleged that Motaghi and a nonparty withheld assets subject to the sale.

In May 2020, Motaghi and Zeba nonsuited their claims against Janoob, Saahel, and Emrooz. The trial court entered an order dismissing Motaghi’s and Zeba’s claims against these entities that same month.

In May 2020, Uddin and OHK Global also moved for reconsideration of the trial court’s partial summary judgment. They contemporaneously filed objections to the trial court’s summary-judgment order. The record does not contain a ruling on the motion or objections, which were overruled by operation of law. See Tex. R. Civ. P. 329b(c) (providing that new-trial motion is overruled by operation of law 75 days after judgment is signed if motion is not decided by written order in that time).

In January 2021, the trial court denied Uddin and OHK Global’s motion for leave to amend. But the other appellants’ motion to amend remained pending.

In February 2021, Zeba nonsuited its remaining claims. The trial court entered an order dismissing these claims that same month.

[1] In March 2021, the trial court denied Janoob, Saahel, and Emrooz’s motion for leave to amend to add counterclaims and third-party claims.¹

In April 2021, Uddin and OHK Global again moved for reconsideration of the trial court’s partial summary judgment. Janoob, Saahel, and Emrooz contemporaneously moved for a new trial and for reconsideration. The record does not contain a trial-court ruling with respect to these motions.

In June 2021, the appellants filed their notice of appeal.

JURISDICTION

Motaghi contends that we lack subject-matter jurisdiction to hear this appeal because the appellants did not file a timely notice of appeal. He reasons that the last pending claim in the suit was disposed of in February 2021, when Zeba nonsuited its remaining claims and the trial court dismissed them. At this point, Motaghi maintains, the trial court’s previous partial summary-judgment order became an appealable final judgment. He further contends that Janoob, Saahel, and Emrooz’s pending motion for leave to amend to add counterclaims and third-party claims does not alter this result because these claims were never before the trial court, which later denied leave to amend. Thus, Motaghi concludes that the appellants had to file a notice of appeal in March 2021. Having waited until June 2021 to do so, Motaghi asserts that the appellants’ appeal notice was untimely, depriving us of jurisdiction.

Standard of Review

[2] Subject-matter jurisdiction presents a threshold issue. Whether we have jurisdiction to hear an appeal is a question of law that we review de novo. Bonsmara Nat. Beef Co. v. Hart of Tex. Cattle Feeders, 603 S.W.3d 385, 390 (Tex. 2020).

Applicable Law

[3, 4] Though exceptions exist, as a general rule Texas appellate courts only have subject-matter jurisdiction to hear appeals from final judgments. Lehmann v. Har–Con Corp., 39 S.W.3d 191, 195 (Tex. 2001). When there has not been a full trial on the merits, a trial court’s judgment is final and appealable in two circumstances: when the judgment unambiguously states that it disposes of all parties and claims in the case, whether it actually does so or not, and when the judgment actually disposes of all parties and claims in the case, regardless of its language. Id. at 200, 204–05.

[5, 6] As a result, a partial summary judgment or other order that does not dispose of the entire case becomes final when the trial court subsequently enters an order that disposes of all remaining parties and claims in the case. See Clarendon Nat'l Ins. Co. v. Thompson, 199 S.W.3d 482, 492 (Tex. App.—Houston [1st Dist.] 2006, no pet.) (stating that interlocutory default judgment became final when trial court later signed order of nonsuit); see also Lehmann, 39 S.W.3d at 200, 204 (observing that order determining last claim in case is final and noting, for example, that partial summary judgment disposing of lone remaining party and issue is final). And the appellate timetables are triggered by whatever order makes the judgment final and appealable by disposing of all remaining parties and claims in the case. Noorian v. McCandless, 37 S.W.3d 170, 173 (Tex. App.—Houston [1st Dist.] 2001, pet. denied); see also Bonsmara Nat. Beef Co., 603 S.W.3d at 390 (stating that when trial court renders final judgment, trial court’s interlocutory orders merge into that final judgment and may be challenged by appealing from that final judgment).

[7] To timely appeal from a final judgment rendered in a conventional civil case, a party must file a notice of appeal within 30 days after the trial court signs the judgment. Tex. R. App. P. 26.1(a). But if any party timely files certain posttrial motions in the trial court, including motions for new trial or to modify the judgment, a party must file a notice of appeal within 90 days after the trial court signs the judgment. Id.; see also Tex. R. Civ. P. 329b(a) (requiring motions for new trial to be filed within 30 days after trial court signs judgment or other order at issue). Without a timely notice of appeal, an appellate court lacks subject-matter jurisdiction to hear the merits of the appeal. Mitschke v. Borromeo, 645 S.W.3d 251, 253 (Tex. 2022).

Analysis

The dispositive jurisdictional question in this appeal is what order made the trial court’s judgment final and appealable. There are two possibilities before us.

First, there is the possibility presented by Motaghi. He advocates that the trial court’s February 2021 nonsuit order disposed of the only remaining parties and claims. As no one moved for new trial or to modify the judgment within 30 days of that nonsuit, Motaghi argues, the appellants had to file a notice of appeal in March 2021. And even if the appellants had timely moved for new tidal or to modify the judgment, their notice of appeal would have been due in May 2021. As the appellants did not file a notice of appeal until June 2021, their notice of appeal was untimely.

Second, there is the possibility Motaghi discounts. He acknowledges that the trial court did not deny Janoob, Saahel, and Emrooz’s motion for leave to amend to add counterclaims and third-party claims until March 2021. Motaghi urges that because the trial court denied...