OPINION Appellants filed this appeal from a final take-nothing judgment in their suit against Appellees involving the 2015 sale of two southeast Austin apartment complexes (collectively, the Properties) in which Appellants owned an interest. For the reasons stated below, we will affirm the district court’s judgment in part and reverse and remand in part. Summary of Underlying Suit In 2006, Lafayette English Apartments, LP financed its purchase of the Properties with a $17,300,000 loan from RAIT Partnership, LP that was secured by the Properties. Appellants owned interests in business entities that bought the Properties. In 2009, contending that the Properties were underperforming, the lender took control of the Properties, and the entities that owned the Properties were reorganized. The Properties were sold in 2015, and in 2018, Appellants filed suit challenging the sale. They argued that the Properties were sold at an undervalued price, which deprived them of a distribution of the sale proceeds, and that the sale was improper and should be unwound because it occurred without the consent of a contractually required “Independent Manager.” The Properties were sold again in 2018 after Appellants had filed suit. In their suit, Appellants made derivative claims against: (1) the reorganized entities that owned the Properties (Lafayette English GP, LLC and Scott Schaeffer); (2) the parties who purchased the Properties in 2015 from the lender-controlled owners (HVC English, LLC and HVC Lafayette, LLC); and (3) the ultimate buyers and current owners of the Properties (Austin Lafayette Landing Realty LLC and Austin CMA English Aire Realty LLC). Appellants pleaded claims for breach of contract, breach of fiduciary duty, fraud by nondisclosure, “knowing participation/aiding and abetting breach of fiduciary duty,” and violations of the Texas Uniform Fraudulent Transfer Act (TUFTA).[1] They sought relief in the form of a declaratory judgment, an accounting, and quieting of title.[2] Appellees responded with several motions, including a plea to the jurisdiction and motions to dismiss under the Texas Citizens Participation Act (TCPA)[3] and Texas Rule of Civil Procedure 91a.[4] The parties also filed cross-motions for summary judgment. After hearing the motions, the district court signed a series of interlocutory orders: (1) granting Appellees’ plea to the jurisdiction as to Appellants’ TUFTA claims; (2) granting a partial motion to dismiss under the TCPA as to Appellants’ claim for “knowing participation/aiding and abetting breach of fiduciary duty”; (3) assessing $50,651.82 in attorney’s fees and $50,203.00 in sanctions against Appellants under the TCPA; (4) overruling all parties’ objections to the summary-judgment evidence; and (5) granting Appellees summary judgment as to Appellants’ remaining claims and denying Appellants’ cross-motion for summary judgment. The orders dismissing Appellants’ claims and the associated orders awarding attorney’s fees and sanctions to Appellees were memorialized in the district court’s May 4, 2021 final judgment. Appellate Issues Appellants present multiple issues challenging the final judgment and the subsumed orders. They challenge the order granting the plea to the jurisdiction, asserting that they have standing to bring a TUFTA claim. They challenge the order granting the TCPA motion, contending that the statute is inapplicable to a claim for “knowing participation/aiding and abetting breach of fiduciary duty” in a private business transaction and alternatively, that they presented clear-and-specific evidence to defeat the TCPA motion. Relatedly, they argue that the TCPA attorney’s fees award was made without evaluating whether the fees were “reasonably necessary” and that the TCPA sanctions award was “excessive and impermissibly punitive.” Lastly, Appellants challenge the district court’s evidentiary rulings and order granting Appellees summary judgment as to Appellants’ breach-of-contract claim, their claims against the general partner that were not the subject of a summary-judgment motion, their request for declaratory judgment that the property-sale documents were void for lack of consent by an Independent Manager, and their quiet-title claim premised on the void sale of the property. BACKGROUND The number of entities in this case and the similarity of some of their names complicates discussion of the complex background. The relevant corporate structure is: Original Partnership Lafayette English Apartments, LP
0.5% General Partner Lafayette English, GP, LLC (replaced original general partner, NCV) 53.5% 99.5% Limited Partner Lafayette English Partner, LLC
