This appeal arises from a dispute over financing of a real-estate development. Cottonwood Development Corporation appeals the summary-judgment orders granted in favor of Preston Hollow Capital, LLC; PHCC LLC (collectively Preston Hollow); and Winstead, P.C.[1] Additionally, Cottonwood appeals the orders denying its combined plea in bar and motion for summary judgment, its motion for reconsideration, the final judgment and order of foreclosure, and the postjudgment orders denying its motion for injunctive relief and motion to set aside the deeds of trust.[2] We will affirm the district court’s orders and final judgment. BACKGROUND[3] In April 2019, the City of Hutto announced “Project Expansion,” a planned mixed- used development on 250 acres of unimproved land near the intersection of US Highway 79 and County Road 132. Perfect Game, a baseball-scouting company, intended to relocate its national headquarters to Hutto as the anchor tenant. To facilitate the project, the City created Cottonwood, a local-government corporation. See generally Tex. Transp. Code § 431.101 (“Creation of Local Government Corporations”). The general structure of the project required the City to purchase tracts of land that it would consolidate for the project. To proceed with the project, the City planned to borrow funds for the land acquisitions. Preston Hollow is a non-bank finance company that funds economic development and infrastructure projects for municipal governments and development corporations. Cottonwood approached Preston Hollow Capital in December 2019 for “emergency, almost-immediate alternate financing” of the project after other planned financing failed. In January 2020, Preston Hollow provided Cottonwood and the City with a Term Sheet for the project, summarizing the terms and conditions of a proposed finance plan for the Perfect Game project. The Term Sheet stated that the City would take certain actions by the closing date, including entering into a grant agreement under Texas Local Government Code Chapter 380 (which would provide for 75-100% of the City’s portion of ad valorem taxes on certain land related to the project to offset any special assessments, or to finance or reimburse costs related to the project), and granting Preston Hollow the exclusive right to finance a public-improvement district or tax-increment-reinvestment-zone loan or issue bonds of approximately $220 million. Cottonwood’s board of directors passed Resolution No. R-20-01-27-3A on January 27, 2020, approving the proposal and directing Cottonwood’s chair to sign it. The same day, Cottonwood’s board approved Resolution No. R-20-01-27-3F authorizing four board members “Chair Doug Gaul [who was also the City Mayor], Charles Daniels, Byron Frankland or Michel Sorrell” to “act as agents on behalf of [Cottonwood] in matters involving Project Expansion Perfect Game Project, with specific authority granted to sign deeds, mortgages, financing documents and all other documents related to work on Project Expansion – Perfect Game Project.” Mayor Gaul executed the Term Sheet on January 28, 2020, on behalf of the City and Cottonwood. Cottonwood and Preston Hollow close on loan After execution of the Term Sheet, Preston Hollow began structuring the public- finance deal for the project. The parties to the loan transaction each had their own counsel. McGinnis Lochridge represented the borrower, Cottonwood. Winstead represented the lender, Preston Hollow. Cottonwood and Preston Hollow executed a series of loan documents on February 13, 2020, including a Loan Agreement, Promissory Note, First and Second Lien Deeds of Trust, and an Interlocal Agreement between the City and Cottonwood “to administer certain matters related to [Cottonwood] for the development of the Project.” Under the Loan Agreement, Preston Hollow agreed to loan up to $35 million to Cottonwood with an initial advance of $15 million and the possibility of further advances if certain conditions were met. Section 3.1 of the Loan Agreement directed how some of the $15 million initial advance “shall be applied”: $12,029,000 to purchase two tracts of land; “approximately $1,100,000.00 to reimburse contractors for costs related to the Project”; “approximately $1,070,000 for expenses that [the] City incurred or will incur as with regard to [sic] due diligence costs related to the Project”; and $630,000 to settle a lawsuit related to the project. After subtracting these amounts from the initial advances, $171,000 remained. The Loan Agreement addressed events of default, including if (1) the City failed to enter into a grant agreement under Chapter 380 of the Local Government Code within 60 days after February 13, 2020; or (2) Preston Hollow determined that any of Cottonwood’s or others’ representations, warranties, or statements in the loan documents were materially false or misleading, and resulted or had the potential to result in a material adverse change. Longhorn Title was the title company and closing agent for the loan transaction between Cottonwood and Preston Hollow. Longhorn Title’s disbursement of the funds was addressed in the Closing Statement. Line 120 of the Closing Statement specified that $12,445,038.24 would be paid for Cottonwood’s settlement charges (items referenced in Section 3.1 of the Loan Agreement) and Line 303 specified that $2,554,961.76 would be paid to Cottonwood directly. Another section of the Closing Statement listed the settlement costs to be paid from each parties’ funds. Among the costs to be “paid from Borrower’s funds at settlement” was $60,000 in attorney’s fees to Winstead. Board Member Frankland signed the Loan Agreement and the Closing Statement for Cottonwood. Winstead attorney Beth E. Thurman emailed a letter to Longhorn Title on February 12, 2020, with instructions for closing the loan transaction. The Closing Instructions specified that Longhorn Title could disburse the funds only after it: (1) received Preston Hollow’s written approval of the Closing Statement; (2) received “funds sufficient to pay all closing costs reflected on the Closing Statement, including . . . legal fees charged by Winstead PC, as attorney for [Preston Hollow], as set forth on the Closing Statement”; and (3) was advised in writing by Thurman “that all conditions precedent to the closing have been satisfied.” Longhorn Title was to indicate its agreement by signing and returning the Closing Instructions. Longhorn Title employee Chasaty Huckabay first asked McGinnis Lochridge attorney Mary H. Allen by email whether the Closing Statement met expectations, including deduction of fees from the initial advance: “Mary – this is how I structured the HUD [Closing Statement] prior to this morning. I think this is what you were expecting? I would take the fees/purchase prices out of the initial advance and owe Cottonwood the difference?” Allen replied, “Yes. This is the expectation of Borrower.” Huckabay signed and returned a copy of the Closing Instructions to Winstead the next day. She sent a copy of the signed Closing Instructions letter to counsel for both parties and three Preston Hollow employees: John Dinan, Michel Benitez, and Glen Hill. The day after that, before closing of the loan transaction, Winstead attorney Jeff Nydegger sent Winstead’s $60,000 attorney’s fees invoice to Longhorn Title; the City; Huckabay; the City’s director of economic development, Jessica (Geray) Bullock; and three attorneys at McGinnis Lochridge. On February 14, 2020, William H. Bingham of McGinnis Lochridge, acting as counsel for both the City and Cottonwood for this transaction, sent opinion letters to Preston Hollow—after reviewing the Loan Documents,[4] Cottonwood’s organizational documents, resolutions approved by Cottonwood’s board of directors, City Council Resolution No. R-20-02- 06-11D, the City’s Diligence Certificate, and other “relevant” documents—stating that the Loan Documents were “valid and binding” obligations of the borrower Cottonwood and that the City had taken or obtained all legally required approvals and authorizations as to its obligations: Each Loan Document to which the Borrower is a party constitutes the valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. . . . . The City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the enactment of the Resolution and the execution and delivery of the Interlocal Agreement, the Collateral Assignment and the Omnibus Amendment, and the performance by the City of its obligations thereunder.[5] Also on February 14, 2020, Cliff Ernst of McGinnis Lochridge sent an email to Jeff Nydegger of Winstead—copied to Huckabay and Cottonwood Board Members Frankland and Michel Sorrell—confirming that “the Borrower [Cottonwood] is also agreeable to holding the amount [$2,554,961.76] show[n] on Line 303 of the Closing Statement in Escrow with the Title Company [Longhorn Title] pending further joint release instructions further instructions [sic] from the Borrower and Lender [Preston Hollow].” This escrow agreement was reiterated soon afterward in an email sent from Bullock, the City’s director of economic development, to Huckabay, McGinnis Lochridge counsel, Winstead counsel, and Preston Hollow staff stating, “Borrower agrees funds shown in 3.03 [sic] of closing statement will be held in escrow until post closing[,] pending post closing instructions from the borrower and lender.” Later that day, Ernst sent an email to all parties and counsel approving the closing of the loan. Minutes after receiving that approval from McGinnis Lochridge, Michel Benitez of Preston Hollow sent an email to Huckabay confirming that closing conditions were satisfied and authorizing Longhorn Title’s funding of a portion of the initial advance to Cottonwood: I am writing in reference to the attached Closing Instructions, which originally directed Longhorn Title to fund the [$15 million] Initial Advance upon satisfaction of the conditions specified therein, at direction of Preston Hollow. By this email, we hereby confirm that all closing conditions have been satisfied and you are hereby authorized to fund a portion of the Initial Advance equal to $12,445,038.24, for the payment of the Settlement Charges of Borrower [Cottonwood], as indicated in Line 120 of the [Closing] Statement. As for the remaining $2,554,961.76 of the Initial Advance, indicated as “Cash to Borrower” in line 303 of the [Closing] Statement, we direct you to continue to hold such funds in escrow until authorized to release by Preston Hollow in writing, such authorization to be conditioned upon receipt of evidence satisfactory to Preston Hollow that such remaining funds shall be used to pay for costs of the Project previously incurred by the City or the Borrower [Cottonwood]. Longhorn Title paid the Line 120 funds of $12,445,038.24 as outlined in the Closing Statement, including the $60,000 in attorney’s fees to Winstead. Preston Hollow never instructed Longhorn Title to disburse the remaining $2,554,961.76 held in escrow. Preston Hollow alleges default, but Cottonwood alleges loan documents are unenforceable Cottonwood alleges that on April 24, 2020, it requested that Preston Hollow disburse the remaining $2,554,961.76 in escrowed funds to pay contractors’ invoices. Preston Hollow contends that Cottonwood made that demand for release of the escrowed funds without providing public-purpose documentation required under the Loan Agreement. On April 30, 2020, Preston Hollow gave Cottonwood notice of default under the Loan Agreement, alleging that the City failed to enter into the Chapter 380 grant agreement with Preston Hollow within the 60-day deadline (April 13, 2020) required by the Interlocal Agreement, and that Cottonwood made false or misleading representations as to the validity of the loan documents. Preston Hollow also gave Cottonwood notice of intent to accelerate the note and declare the unpaid principal balance of $15 million, plus $377,500 in unpaid interest, immediately due and payable if Cottonwood did not repay the disbursed funds within ten days. Cottonwood did not repay the funds. On May 4, 2020, Preston Hollow requested that Longhorn Title return the remaining $2,554,961.76 in escrowed funds. On May 5, 2020, interim City Manager Charles W. Daniels wrote to Longhorn Title on behalf of Cottonwood, stated that Cottonwood disputed the alleged default, and requested retention of the funds until resolution of the matter with Preston Hollow. Longhorn Title complied. The next week, Preston Hollow gave notice of its intent to foreclose on the mortgaged property purchased for the project. On May 14, 2020, Cottonwood and the City responded through a new City Attorney, Dorothy Palumbo, that the intended foreclosures would be unlawful and that the loan documents “are void or voidable” because: neither Cottonwood’s nor the City’s governing bodies complied with the Texas Open Meetings Act (TOMA), Tex. Gov’t Code §§ 551.001-.146, by properly posting that those documents were to be considered; neither Cottonwood nor the City requested review or approval of the loan documents by the Texas Attorney General and no such approval was obtained; the Interlocal Agreement that Preston Hollow asserted as grounds for default was not the version presented to and authorized by the City Council; the purported event of default by the City was not an event of default in the Interlocal Agreement presented to the City Council; the Interlocal Agreement impermissibly purported to delegate key government functions; it was questionable whether land owned by Cottonwood or the City, which is immune from liens and foreclosure when owned by a governmental entity, could be subject to foreclosure by foreclosing on contracts for the purchase of those lands, particularly when the Texas Attorney General had not reviewed and approved the note and contract authorizing the note; and Winstead “apparently” represented Cottonwood, the City, and Preston Hollow in the closing and related transactions from which the threatened foreclosure arose, and per the disbursement records from closing, Winstead “appears to have received” $60,000 from loan disbursements that should have gone to Cottonwood for providing legal services to the two government entities related to these transactions, even though no record had been found showing that either government entity gave informed consent to the joint representation or authorized the separate representations; no written agreement had been found showing that the City or Cottonwood retained Winstead or authorized Winstead’s compensation for performing legal services to either government entity, so Winstead’s payment from government funds was unlawful; and Winstead should not be representing Preston Hollow adverse to the City or Cottonwood as to the same transaction on which it purportedly represented the two government entities. Lastly, Palumbo stated that Cottonwood and the City were “interested in scheduling a meeting to consider a financial work-out” addressing the problems in the Loan Agreement. Preston Hollow disputed the assertions that the loan documents were void or voidable (noting that those assertions were contrary to the terms and conditions of the loan documents, representations from Cottonwood’s representatives during loan negotiations, and legal opinions from Cottonwood’s legal counsel); disagreed that there had been any TOMA violation because the loan and the pledge of collateral were properly noticed on the agenda for a January 27, 2020 meeting of Cottonwood’s Board of Directors; and contended that because the loan was not a negotiable instrument, it could not be a public security under Chapter 1371 of the Local Government Code and the Texas Attorney General’s approval of it was unnecessary. Moreover, Preston Hollow denied that Winstead ever represented Cottonwood or the City in connection with the Perfect Game project, or any other transaction, and noted that the $60,000 attorney’s fees payment to Winstead had been approved by the City Council as well as Cottonwood’s Board of Directors and was incorporated by reference into the Interlocal Agreement. Preston Hollow then renewed its demand for return of the disbursed funds. Cottonwood refused. Federal-court litigation[6] In September 2020, Preston Hollow sued Cottonwood and the City in federal district court for unconstitutional taking of private property. Preston Hollow alleged that Cottonwood and the City committed a per se taking in violation of the Fifth Amendment of the United States Constitution by refusing to return the $12,445,038.24 of disbursed funds and preventing return of the $2,554,961.76 in escrowed funds after Preston Hollow gave notice of Cottonwood’s alleged default under the Loan Agreement. Cottonwood asserted state-law counterclaims, including requests for declarations under the Uniform Declaratory Judgments Act that the loan transaction was invalid, see generally Tex. Civ. Prac. & Rem. Code §§ 37.001-.011 (UDJA); breach-of-contract claims based on Preston Hollow’s alleged failures to fully fund the initial advance of $15 million and to allow an opportunity to cure before accelerating the note and demanding payment; and claims for alleged meeting and notice violations of TOMA.[7] Cottonwood and the City sought dismissal of Preston Hollow’s claim because it had not alleged facts necessary to support an unconstitutional taking, thereby eliminating the basis for any federal-question subject-matter jurisdiction. After determining that Cottonwood’s and the City’s “jurisdictional arguments [we]re ‘completely intermeshed’ with whether Preston Hollow ha[d] alleged a plausible claim for relief,” a magistrate judge issued a report and recommendation concluding that Preston Hollow’s takings claim—the only claim pleaded—was not facially plausible because Preston Hollow received contractual rights under the Loan Agreement in exchange for its funds, including a Promissory Note obligating Cottonwood to repay the debt. The magistrate noted that after Cottonwood’s alleged default, Preston Hollow alleged that it accelerated the Promissory Note and exercised its rights and remedies available under the loan documents, which were rights Preston Hollow received in exchange for providing $15 million to Cottonwood. The magistrate also noted that a takings claim is improper if it duplicates a breach-of-contract claim and a breach-of-contract remedy is available to the claimant. Because “Preston Hollow merely allege[d] a claim for Cottonwood’s breach of the loan agreement,” the magistrate recommended dismissal for failure to state a claim. The magistrate recommended dismissal of Cottonwood’s counterclaims as well, recognizing that when a court disposes of the claim supplying federal subject-matter jurisdiction, exercise of supplemental jurisdiction over any state-law claims is discretionary, and the Fifth Circuit generally favors dismissal when all federal claims have been dismissed and only pendent state-law claims remain. Objecting to the magistrate’s report and recommendation, Preston Hollow argued that a breach-of-contract claim was precluded because Cottonwood and the City repeatedly asserted that the loan documents were void. Preston Hollow noted in its objections that it “had not challenged or disputed in this lawsuit [Cottonwood and the City's] claim that all agreements between them are ‘void.’” Here, Cottonwood contends that Preston Hollow’s statement constituted a “judicial admission” that all the loan documents are void. On March 31, 2021, the federal district court signed an order and a final judgment that overruled Preston Hollow’s objections, adopted the magistrate’s recommendation, dismissed Preston Hollow’s suit with prejudice, dismissed pending motions, awarded court costs to Cottonwood and the City, and declined to exercise supplemental jurisdiction over their counterclaims. Preston Hollow appealed. After oral argument, the Fifth Circuit Court of Appeals affirmed the dismissal, stating that “a government must be acting in its sovereign capacity to effect a taking,” “all of the misconduct alleged in the complaint involves ‘commercial’ and not ‘sovereign’ acts,” and “any claim that [Preston Hollow] may have asserted should be a breach of contract claim, not a taking claim.” When making this ruling, the Fifth Circuit noted, “We do not address what effect, if any, this dismissal might have on potential claims that are not before us.” State district-court litigation In January 2021, while the federal litigation was ongoing, Longhorn Title filed an interpleader action against Cottonwood and Preston Hollow seeking to deposit the disputed funds into the registry of the court. See FinServ Cas. Corp. v. Transamerica Life Ins. Co., 523 S.W.3d 129, 141 (Tex. App.—Houston [14th Dist.] 2016, pet. denied) (noting that “[u]nder Texas Rule of Civil Procedure 43, a party who receives multiple claims to funds in its possession may join all claimants in one lawsuit and tender the disputed funds into the registry of the court”); see also Tex. R. Civ. P. 43 (providing for interpleader). Cottonwood answered and counterclaimed for conversion against Longhorn Title, disputing the $60,000 in attorney’s fees paid to Winstead. Next, Cottonwood filed a third- party claim against Winstead for conversion and civil conspiracy and sought declaratory relief. Cottonwood then filed a cross-claim against Preston Hollow for breach of contract and TOMA violations; requested UDJA declarations that the notice of foreclosure, the Interlocal Agreement, the Loan Agreement, and “related instruments” are void; and sought, among other relief, release of all liens on the mortgaged property. Preston Hollow then filed its own cross-claims against Cottonwood for breach of contract, and seeking UDJA declarations that (1) it is the lawful owner of, and is legally entitled to recover, the $2,554,961.76 at issue in Longhorn Title’s interpleader action, plus an award of attorney’s fees and expenses; (2) it was legally entitled to foreclose on the mortgaged property; (3) the Loan Agreement and all other loan documents were valid and enforceable; (4) all liens it recorded on the mortgaged property were valid and enforceable; and (5) the mortgaged property was validly purchased by Cottonwood and/or the City.[8] Alternatively, if the Loan Agreement and loan documents were void or unenforceable, Preston Hollow asserted that it was entitled to recover against Cottonwood under the equitable theories of quantum valebant (for money had and received)/quantum meruit and implied contract. The parties filed numerous motions and supporting briefs, including cross-motions for summary judgment. Preston Hollow filed a traditional summary-judgment motion on the interpleader claim and on its cross-claim seeking declaration as the lawful owner of the $2,554,961.76 in escrowed funds. Preston Hollow contended that as a matter of law under the doctrine of quasi-estoppel, Cottonwood could not maintain a claim to the escrowed funds and simultaneously seek to void the Loan Agreement. See Forney 921 Lot Dev. Partners I, L.P. v. Paul Taylor Homes, Ltd., 349 S.W.3d 258, 268 (Tex. App.—Dallas 2011, pet. denied) (noting that quasi- estoppel precludes party from asserting, to another’s disadvantage, right that is inconsistent with position previously taken). Preston Hollow asserted that this doctrine barred Cottonwood from taking the contradictory positions that the Loan Agreement is void, while simultaneously seeking to recover the escrowed funds under that same Loan Agreement. See San Antonio Sav. Ass’n v. Palmer, 780 S.W.2d 803, 810 (Tex. App.—San Antonio 1989, writ denied) (holding that “[I]it would be unfair and unconscionable to allow plaintiffs to pocket $2,400,000.00 of SASA’s money while voiding the deed of trust against the Bandera Road property. They are not entitled to keep both the land and the money. It is as simple as that.”).[9] Preston Hollow also filed a separate traditional summary-judgment motion as to its cross-claims for breach of contract and requested declarations as to the validity and enforceability of the Loan Agreement, loan documents, and recorded liens on the mortgaged property; the validity of Cottonwood’s/the City’s purchase of the property; and Preston Hollow’s entitlement to foreclose on the mortgaged property.[10] Cottonwood filed a combined plea in bar and summary-judgment motion and later, a separate summary-judgment motion, primarily contending, as we will discuss further, that Preston Hollow’s claims were barred by res judicata or void, that Preston Hollow breached first, and that Winstead was not entitled to its affirmative defense of attorney immunity.
