Petition For Writ of Certiorari To The United States Supreme Court by Attorney Mayur Amin

No.
______________
_________________________________________________
In The
SUPREME COURT OF THE UNITED STATES
FRANCIS W.S. CHAN,

Petitioner,
v.
J. SHELBY SHARPE, HENRY CHANG, KAREN

CHANG and THE LAW OFFICES OF J. SHELBY
SHARPE, A PROFESSIONAL CORPORATION,
Respondents.
______________
On Petition for Writ of Certiorari to the Second Court of
Appeals, Fort Worth, Texas
__________________________
PETITION FOR WRIT OF CERTIORARI
_____________________________
Francis W.S. Chan

2131 N. Collins
Ste. 433-610
Arlington, TX 76011 Ph.
817-299-9620
amin@theaminlawfirm.com
Petitioner-Pro Se
___________________________________________________________
i
QUESTIONS PRESENTED
1. The Due Process clause of the United States

Constitution entitles a person to an impartial and
disinterested tribunal in civil cases. This
neutrality requirement in adjudicative
proceedings safeguards two central concerns.
First, it prevents an unjustified or mistaken
deprivation of property. Second, it promotes
participation and dialogue by litigants in the
decision making process. Did the Fort Worth court
of appeals (COA) violate Chans fundamental
rights by affirming a take-nothing judgment
supported by an opinion that (I) repeatedly
transgresses the applicable standard of review,
(II) contains numerous false assertions and
implications about Chans case, (III) prejudicially
omits more than a dozen of Chans arguments, (IV)
time and again turns a blind eye to Chans
evidence, (V) conflicts with precedent set by many
Texas Supreme Court and other appellate cases,
(VI) construes statutes in a distorted fashion, and
(VII) contains several other irregularities?
2. Whether over forty errors, omissions, or distorted

conceptions of the facts or the law within a
twentypage opinion issued by the COA are
qualitatively or quantitatively sufficient for this
Court to grant review under Sup. Ct. Rule 10?
3. Whether a published appellate opinion containing

patent falsities and rendered under circumstances
ii
that suggest bias, prejudice or favoritism should

be allowed to stand unchanged?
TABLE OF CONTENTS
QUESTIONS PRESENTED ....................................... i

TABLE OF CONTENTS ............................................ ii
TABLE OF AUTHORITIES ...................................... v
ABBREVIATIONS USED ......................................... ix
OPINIONS BELOW ................................................. 1
JURISDICTION ....................................................... 1
CONSTITUTIONAL AND STATUTORY
PROVISIONS INVOLVED ...................................... 2
STATEMENT OF THE CASE ................................. 8
I. Nature of the Case ... 8

II. Statement of the Facts. .. 8
III. The Trial Court Proceedings.. .. 13
IV. Intermediate Appellate Proceedings
.. 15
V. Supreme Court of Texas Proceedings.. .. 15
REASONS FOR GRANTING THE WRIT............... 17
I. On the first seven pages of its opinion alone, the

COA transgressed the applicable standard of review
iii
seven times to cast doubt on Chans case where no

doubt should have been cast. By doing so, it revealed
a bias from the outset .......................................... .18
II. The COA repeatedly makes false assertions and
implications about Chans case. An impartial court
would have no reason to do this as it could rely only
on truth as a basis to render opinion and judgment..19
III. The COA repeatedly relied only on

Respondents arguments to formulate opinion on a
particular issue while knowingly omitting from its
analysis and discussion Chans superseding or
countervailing arguments on the very same issue.
..................... .21
IV. It was disingenuous for the COA to repeatedly

turn a blind eye to Chans evidence and then contend
that summary judgment was proper because there is
no evidence to support a particular element of his
claim. .................................................................... .25
V. In order to affirm judgment in favor of
Respondents, the COA had to repeatedly ignore
important precedent. Its decision conflicts with prior
decisions of other appellate courts and of the Texas
Supreme Court. .................................................... .27
VI. The COA construes Tex. Bus. Orgs. Code
21.223-21.224 in such a distorted fashion so as to
(A) prematurely analyze and shift the burden of proof
issue on the element of actual fraud in the context
of Tex. R. Civ. P. 166a(i) and (B) now hold that
corporate officers are shielded from tort liability
merely because they also are shareholders of the
iv
corporation............................................................ .30
VII. The COAs opinion contains six other errors or
irregularities which further contribute to the
appearance and reality that there was a complete lack
of neutrality in the adjudicative proceedings below.32
CONCLUSION ......................................................... 35
APPENDIX ............................................ A-1 thru A-59
Order of the Supreme Court of Texas

denying Chans petition for review,
Dated January 8, 2016 ........................................... A-1
Opinion of the Fort Worth Court of Appeals,

Chan v. J. Shelby Sharpe et al.,
No. 02-14-00286-CV (Tex. App. 2015),
Dated August 26, 2015 .......................................... A-2
Judgment by the Fort Worth Court of Appeals,

Dated August 26, 2015 ......................................... A-23
Order of Final Judgment by the 48th District Court,

Dated August 12, 2014 ......................................... A-24
Order of the 48th District Court Granting Sharpes

Fourth Motion to Disqualify Amin as Chans Trial
Counsel, Dated June 17, 2014 ............................. A-27
Order of the Fort Worth Court of Appeals denying

Chans motion for en banc reconsideration,
v
Dated October 1, 2015 .......................................... A-29

Order of the Fort Worth Court of Appeals
Denying Chans motion for rehearing,
Dated September 17, 2015 ................................... A-30
Chapter 24 of the Texas Business and Commerce

Code (Texas Uniform Fraudulent Transfer Act)
(TUFTA) ............................................................. A-31
Section 21.223 of the Texas Business Organizations

Code ...................................................................... A-50

Code ...................................................................... A-51

Code ...................................................................... A-52
Selected Portions of Chans Petition for Review filed

with the Supreme Court of Texas,
Dated October 20, 2015 ........................................ A-53
Pro-se Petitioners Disclosure Statement to the

Court ..................................................................... A-58
TABLE OF AUTHORITIES
FEDERAL CASES
Lassiter v. Alabama A & M Univ.,

28 F.3d 1146 (11th Cir. 1994) .............................. 16
Malley v. Briggs,
vi
475 U.S. 335 (1986) .............................................. 16
Marshall v. Jerrico, Inc.,

446 U.S. 238 (1980) .......................................... 16, 17
STATE CASES
Ayers v. Canales,
790 S.W.2d 554
(Tex. 1990) ............................................................ 33
Blackthorne v. Bellush,
61 S.W.3d 439
(Tex.App.-San Antonio 2001) ............................... 29
Chan v. Sharpe et al., No.02-14-00286-CV

(Tex.App.Fort Worth August 26, 2013) ............. .1
Dallas Fire Insurance Co. v. Texas Contractors

Surety, 128 S.W.3d 279 (Tex. App.Fort Worth
2004), judgment reversed on other grounds, 159
S.W.3d 895 (Tex. 2004) ........................................ 28
Estate of Arlitt v. Paterson,

995 S.W.2d 713,
(Tex.App.-San Antonio 1999) ............................... 34
Farah v. Mafrige & Kormanik, P.C.,
927 S.W.2d 663
(Tex.App.-Houston [1st Dist.] 1996) ..................... 28
Goodyear Tire & Rubber Co. v. Mayes,

236 S.W.3d 754 (Tex. 2007) ................................. 18
vii
G.R.A.V.I.T.Y Enters. v. Reece Supply Co.,

177 S.W.3d 537
(Tex.App.-Dallas 2005) ........................................ 34
Horizon/CMS Healthcare Corp. v. Auld,

34 S.W.3d 887 (Tex. 2000) ................................... 29
In re Mark A. Jacobs,
300 S.W.3d 35,
(Tex.App.-Houston [14 Dist.] 2009) ..................... 30
James v. Comm'n for Lawyer Discipline,

310 S.W.3d 598
(Tex.App.-Dallas 2010) ........................................ 29
K & G Tool & Serv. Co. v. G & G Fishing Tool Serv.,

314 S.W.2d 782 (Tex.1958) .................................. 31
Kinzbach Tool Co. v. Corbett-Wallace Corp.,

160 S.W.2d 509 (Tex. 1942) ................................. 24
Lunsford v. Morris,
746 S.W.2d 471 (Tex.1988) .................................. 29
MacDonald v. Follett,
180 S.W.2d 334 (Tex. 1944) ................................. 28
Metzger v. Sebek,
892 S.W.2d 20
(Tex. App. - Houston [1st Dist.] 1994) ............. 16, 18
Nixon v. Mr. Prop. Mgmt. Co.,

690 S.W.2d 546 (Tex. 1985) ................................. 18
viii
Pledger v. Schoellkopf,
762 S.W.2d 145 (Tex. 1988) ................................. 23
Ritchie v. Rupe,
443 S.W.3d 856 (Tex. 2014) ................................. 23
Stonewall Surplus Lines Ins. Co. v. Drabek,

835 S.W.2d 708
(Tex.App.-Corpus Christi 1992) ........................... 25
Walker v. Anderson,
232 S.W.3d 899 (Tex.App.-Dallas 2007) .......... 31, 32
Wolfe v. Devon Energy Prod. Co., LP,

382 S.W.3d 434 (Tex.App.-Waco 2012) ................ 27
Yeaman v. Galveston City Co.,

167 S.W. 710 (Tex. 1914) ..................................... 24
CONSTITUTIONAL PROVISIONS
U.S. Const. amend. XIV ........................................ 2
FEDERAL STATUTES
28 U.S.C. 1257(a) ........................................... 1-2, 17

28 U.S.C. 2101(c) ............................................... 1, 3
Sup. Ct. R. 10(c) ................................................... 3, 17
STATE STATUTES
ix
Tex. Bus. & Com. Code 24.001 et seq.

(TUFTA) ......................................................... passim
Tex. Bus. Orgs. Code 21.223 ........................4, 30-32
Tex. Bus. Orgs. Code 21.224 ........................4, 30-32
Tex. Bus. Orgs. Code 21.563(c)(2) ...................... 4, 23
Tex. R. Civ. P. 47(a) ............................................. 4, 29
Tex. R. Civ. P. 93.. . 4, 5, 23
Tex. R. Civ. P. 166a(c) ..... 4, 24
Tex. R. Civ. P. 166a(f) .......................................... 4, 28
Tex. R. Civ. P. 166a(i) ....................................4, 30, 31
Tex. R. Evid. 601(a) .............................................. 7, 27

ABBREVIATIONS USED
1. Mr. Sharpe refers to Respondent James

Shelby Sharpe.
2. Sharpe refers to Respondents James Shelby

Sharpe and The Law Office of J. Shelby Sharpe, a
Professional Corporation, collectively.
3. WFFI refers to the corporate defendant, Wan

Fu Foods, Inc.
x
4. Changs refers to Respondents Henry and

Karen Chang, collectively.
6. Primary defendants refers to the Changs

and WFFI, collectively.
7. Shareholder rights claims refers

collectively to Petitioner Chans underlying
dividend, wage, breach of employment
contract, and the value of his shares (e.g. buy-
out remedy) claims.
8. Amin refers to Petitioners trial and

appellate counsel in the State court proceedings
9. TUFTA refers to the Texas Uniform

Fraudulent Transfers Act which is the same as
Section 24.001 et seq. of the Tex. Bus. & Com.
Code.
10. Chan refers to Petitioner.
11. COA refers to the Second District Court of

Appeals in Fort Worth, Texas.
1
OPINIONS BELOW
The opinion for which review is sought is cited as

Chan v. J. Shelby Sharpe et al., No. 02-14-00286CV
(Tex. App. 2015) and it is included in the appendix at
A-2. The Second Court of Appeals, Fort Worth, Texas
(COA) denied Chans motion for rehearing and
motion for en banc reconsideration on September 17,
2015 and October 1, 2015, respectively. A-30 and A-
29.
At the trial court level, the 48th Judicial District

Court of Fort Worth, Tarrant County, Texas granted
Respondents a take-nothing final summary judgment
on August 12, 2014. A-24.
JURISDICTION
Chan filed a petition for review with the

Supreme Court of Texas on October 20, 2015 which
was denied by an order dated January 8, 2016. See
A53 and A-1, respectively. This petition for writ of
certiorari is timely filed within ninety days after entry
of the order denying discretionary review by Texass
court of last resort. This Court has jurisdiction under
28 U.S.C. 1257(a) and 2101(c).
CONSTITUTIONAL AND STATUTORY

PROVISIONS INVOLVED
2
1. United States Constitution, Fourteenth
Amendment:
No State shall make or enforce any law which

shall abridge the privileges or immunities of citizens
of the United States; nor shall any State deprive any
person of life, liberty, or property, without due process
of law * * *.
2. 28 U.S.C. 1257(a):
Final judgments or decrees rendered by

the highest court of a State in which a
decision could be had, may be reviewed by
the Supreme Court by writ of certiorari
where the validity of a treaty or statute of
the United States is drawn in question or
where the validity of a statute of any State
is drawn in question on the ground of its
being repugnant to the Constitution,
treaties, or laws of the United States, or
where any title, right, privilege, or
immunity is specially set up or claimed
under the Constitution or the treaties or
statutes of, or any commission held or
authority exercised under, the United
States.
3. 28 U.S.C. 2101(c):
Any other appeal or any writ of certiorari

intended to bring any judgment or decree
3
in a civil action, suit or proceeding before
the Supreme Court for review shall be
taken or applied for within ninety days
after the entry of such judgment or decree.
A justice of the Supreme Court, for good
cause shown, may extend the time for
applying for a writ of certiorari for a period
not exceeding sixty days.
4. Sup. Ct. R. 10(c):
***
Review on a writ of certiorari is not a

matter of right, but of judicial discretion. A
petition for a writ of certiorari will be
granted only for compelling reasons. The
following, although neither controlling nor
fully measuring the Courts discretion,
indicate the character of the reasons the
Court considers:
***
(c) a state court or a United States court of

appeals has decided an important question
of federal law that has not been, but should
be, settled by this Court, or has decided an
important federal question in a way that
conflicts with relevant decisions of this
Court.
4
A petition for a writ of certiorari is rarely
granted when the asserted error consists of
erroneous factual findings or the
misapplication of a properly stated rule of
law.
5. Texas Business and Commerce Code,

Chapter 24 Uniform Fraudulent Transfers
Act:
See A-31.
6. Texas Business Organizations Code

21.223, 21.224, and 21.563:
See A-50 to A-52.
7. Rules 47(a), 93(1)-(4), 166a(c), 166a(f) and

166a(i) of the Texas Rules of Civil
Procedure:
RULE 47 CLAIMS FOR RELIEF
An original pleading which sets forth a claim

for relief, whether an original petition, counterclaim,
cross-claim, or third party claim, shall contain (a) a
short statement of the cause of action sufficient to
give fair notice of the claim involved; * * *
RULE 93. CERTAIN PLEAS TO BE VERIFIED

5
A pleading setting up any of the following

matters, unless the truth of such matters
appear of record, shall be verified by affidavit.
1. That the plaintiff has not legal capacity to

sue or that the defendant has not legal
capacity to be sued.
2. That the plaintiff is not entitled to recover

in the capacity in which he sues, or that the
defendant is not liable in the capacity in
which he is sued.
3. That there is another suit pending in this

State between the same parties involving the
same claim.
4. That there is a defect of parties, plaintiff or

defendant.
***
RULE 166a. SUMMARY JUDGMENT
***
(c) A summary judgment may be based on

uncontroverted testimonial evidence of an
interested witness, or of an expert witness as
to subject matter concerning which the trier
of fact must be guided solely by the opinion
6
testimony of experts, if the evidence is clear,
positive and direct, otherwise credible and
free from contradictions and inconsistencies,
and could have been readily controverted.
***
(f) Form of Affidavits; Further Testimony.

Supporting and opposing affidavits shall be
made on personal knowledge, shall set forth
such facts as would be admissible in evidence,
and shall show affirmatively that the affiant
is competent to testify to the matters stated
therein. Sworn or certified copies of all papers
or parts thereof referred to in an affidavit
shall be attached thereto or served therewith.
The court may permit affidavits to be
supplemented or opposed by depositions or by
further affidavits. Defects in the form of
affidavits or attachments will not be grounds
for reversal unless specifically pointed out by
objection by [sic?] an opposing party with
opportunity, but refusal, to amend.
***
(i) No-Evidence Motion. After adequate

time for discovery, a party without presenting
summary judgment evidence may move for
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
7
at trial. The motion must state the elements
as to which there is no evidence. The court
must grant the motion unless the respondent
produces summary judgment evidence raising
a genuine issue of material fact.
***
8. Rule 601(a) of the Texas Rules of

Evidence:
Rule 601. Competency to Testify in

General; "Dead Man's Rule"
(a) In General. Every person is competent to

be a witness unless these rules provide
otherwise. The following witnesses are
incompetent:
1. Insane Persons. A person who is now

insane or was insane at the time of the events
about which the person is called to testify.
2. Persons Lacking Sufficient Intellect. A

child-or any other person-whom the court
examines and finds lacks sufficient intellect
to testify concerning the matters in issue.
***
8
STATEMENT OF THE CASE
I. Nature of the Case:
Chan is a shareholder in and was an employee

of corporate defendant WFFI. The Changs are the
majority shareholders in and the controlling officers
of WFFI. Sharpe was an attorney for these persons.
Chan sued Sharpe for legal malfeasance in connection
with the handling of his shareholder rights claims
against WFFI and the Changs. Chan also sued the
Changs on theories of direct, derivative and
participatory liability in connection with these claims.
II. Statement of the Facts:
1. WFFI was formed in 1990 for the

purpose of owning and operating a Chinese
food restaurant (WFFI). [CR 1225, 1266,
1370, 1392] WFFI issued a total of 45,000
shares. [CR 1268] Chan invested $60,000.00 in
WFFI in exchange for 10,000 shares of its
stock. [CR 1234, 1267] Henry and Karen
Chang each also received 10,000 shares. [CR
1268]
The remaining shares were divided equally between
9
Chih Mu and Ling Mu, each receiving 7,500 shares.1
Id.
2. Chan had an employment contract with

WFFI, the duration of which was contingent
upon his continued ownership of WFFI stock.
[CR 1235, 1220, 1503, 532, 1505, 15] Chans on-
going right to such employment was central to
his decision to invest in WFFI. [CR 1235] In
2004, Chan had a falling out with WFFI and its
other shareholders. [CR 1220] On September
12, 2004, Karen Chang terminated Chans
employment and told him not to return to the
restaurant. [CR 1220, 1503, 14]
3. Just before termination, Chan was

receiving compensation in the form monthly
dividend income averaging $1,689.00 and a
salary of $2,500.00 after tax. [CR 1233, 1369,
1235] He was also entitled to receive
employment benefits in the form of: (i) a
$600.00 annual bonus, (ii) 7-1/2 days of yearly
vacation pay at the rate of $83.33 per day, and
(iii) sick leave pay at that same daily rate. [CR
1235] As of September 12, 2004, WFFI still
owed him accrued sick leave pay for seven days
in April of 2000 and earned vacation pay for the
time period of August 2001 thru September
2004. Id.
1Chih Mu was non-suited on 10/22/12 [CR 526]; Ling Mu was

never a defendant. [CR 12]
10
4. After termination, Chan remained
unemployed for three months until he found a
job at his current place of employment. Id. At
this new job, Chan has only been paid a salary
of $2,000 per month after taxes and does not
receive benefits in the form of vacation pay or
yearly bonuses. Id. Also, since termination,
Chan has only received one dividend payment
in the amount of $2,000 which was paid to him
in late 2004. [CR 1233, 1234, 1224] In October
of 2009, Chans shares became worthless when
WFFI permanently closed its doors to business.
[CR 1234]
5. Chan is suing the primary defendants

and Sharpe for $141,895.00 in monetary
damages in the form of: (a) unpaid dividend
income, (b) unpaid wages, (c) lost earnings, and
(d) the total loss of his initial capital
investment in WFFI stock. [CR 1235] He also
seeks attorneys fees, in equity, incurred to
prosecute the underlying shareholder rights
claims; as distinguished from those incurred to
prosecute the professional malfeasance claims
against Sharpe. [CR 1235] Finally, Chan seeks
exemplary damages. Id.
6. Mr. Sharpe and his wife were regular

patrons of WFFI since about 1997. [CR 1221,
1225] Chan met Mr. Sharpe while serving him
food and that is how he found out that Mr.
Sharpe was an attorney. Id. Over the years, he
became friends with Mr. and Mrs. Sharpe. [CR
11
1221, 1408] The Changs had not formally met
Mr. Sharpe or had any direct communications
with him about his being an attorney before
September 12, 2004. [CR 1225]
7. In October of 2004, Chan met Mr.

Sharpe at his law office to obtain a legal
consultation regarding his falling out with the
primary defendants. [CR 1220] During this
consultation, Chan disclosed certain
information about his dispute to Sharpe. 2
Chan inquired of Sharpe about his legal
options in resolving his dispute. [CR 1220]
Sharpe advised Chan of three possible options.
[CR 1221, 1408] Chan then inquired of Sharpe
as to what he would charge for his legal
services. [CR 1221] Sharpe responded by
saying he would assist Chan at no charge in
honor of Mrs. Sharpes request to do so. Id.
When Chan left Sharpes office that day, he
was to consider the suggested options and call
back with a decision. Id. During the
consultation, Sharpe never stated to Chan that
he ever knew of the Changs or that he would
have any conflict of interest in helping Chan or
in discussing matters of his dispute against the
primary defendants. [CR 1225] Sharpe admits
that he never represented the primary
defendants in any legal matters before meeting
with Chan in October of 2004.
[CR 1422]
2 See Appellants Brief at the COA -Section II-B-2.1

12
8. A few days later, Chan called Sharpe

back and told him that he opted to hold on to
his WFFI shares so as to continue to receive
monthly dividends. [CR 1221] Sharpe then
drafted a demand type letter on plain bond
paper for Chan to sign and send if he was
satisfied with the letter. [CR 1221, 1272-74]
Chan never sent that letter. Id. Sometime
later, Chan again contacted Sharpe and asked
him how to go about collecting money on his
shareholder rights claims. [CR 1221] Sharpe
advised Chan to draft and send his own version
of a demand letter and, if that failed, to then
file suit in small claims court. Id.
9. On June 23, 2005 Chan followed

Sharpes advice and sent a written demand
letter to WFFI asking for payment on his
shareholder rights claims. [CR 1275]
Unbeknownst to Chan, on this same date,
Sharpe switched sides and began defending
WFFI on the same shareholder rights claims
that he advised Chan to send a demand letter
on; which same claims are now the subject of
this suit.3 [CR 1446] On July 22, 2005, WFFI
responded to Chans demand letter
and denied all his claims. [CR 1276]
3 See Appellants Brief at the COA - Section II-B-2.1-2.2; A

reasonable inference might be drawn that the Changs
immediately contacted Sharpe upon receipt of Chans demand
letter so that Sharpe actually started representing WFFI just a
few days after June 23, 2005; as opposed to exactly on June 23,
13
10. In September of 2006, Chan then filed

three small claims suits against Mr. Chang
seeking damages for unpaid dividends, unpaid
wages, and wrongful employment termination
accompanied by assault. [CR 1280-82] Sharpe
stepped in to defend Mr. Chang in those suits.
[CR 1283] On December 27, 2006, Sharpe
made a written offer to Chan to act as an
intermediary on his claims against the primary
defendants in an out-of-court setting, if Chan
would voluntarily dismiss his suits against Mr.
Chang. [CR 1284-85] On January 12, 2007,
Chan accepted
Sharpes offer. [CR 1286]
11. Between January 2007 and July 2007, a

series of communications transpired between
Sharpe and Chan in the context of Sharpes
promise to intermediate. [CR 1286-96] On
July 28, 2007, however, Chan asked that his
claims be referred to a neutral arbitrator or
to dispute resolution. [CR 1295] During
August and September of 2007, Sharpe
continued to send written correspondence to
Chan attempting to validate the
recommendations he had made as
intermediary. [CR 1297-99] In December of
2007, Chan started seeking alternate counsel.
[CR
1300-01]
14
12. In September of 2009, Chan, through
Amin, sent WFFI a demand letter asking to
audit its books and records. [CR 1302] Sharpe
stepped in to defend
2005 as alleged in Sharpes discovery responses. However, even

without employing this inference, Chans case stands the same.
WFFI in the audit. [CR 1304] WFFI concealed certain
of its financial records during the audit. 4 As of
January 2008 WFFI became insolvent; and in October
of 2009, WFFI closed its doors to business. [CR 1311,
1313]
III. The Trial Court Proceedings:
13. In January of 2010, Chan filed suit. [CR 12]; A25.

Initially, Sharpe defended himself and the primary
defendants in this suit. [1SUPP-CR 4, CR 1335-36]
After conducting some discovery, in April of 2010 and
thereafter, Chan asked Sharpe to voluntarily
withdraw from defending the primary defendants in
this suit. [CR 1340, 1346] Sharpe refused to do so
until after court order issued a year later in April of
2011. [CR 1489-90] Chan incurred substantial
attorneys fees to obtain this order. [CR
1235]5
4 See Appellants Brief at the COA - Section II-C-4.0(b);
5 The suit was initially assigned to the 236th District

Court under Cause No. 243228-10. [CR 12] On April 7, 2011,
the Honorable Tom Lowe recused himself, sua sponte.
[CR 354] On April 26, 2011, this suit was transferred to
15
14. After Sharpe was ordered permanently

withdrawn, WFFI never hired replacement counsel
and willfully failed to answer the balance of Chans
discovery requests. [CR 1503-04] On September 16,
2011, the court signed a post-answer sanctions
default judgment against WFFI as to liability. Id. The
issue of the amount of damages WFFI is liable for is
still pending adjudication. [CR 1699]
15. In April of 2014, Sharpe moved (for the fourth

time) to disqualify Amin as trial counsel and all
Respondents moved for summary judgment on one or
more of Chans claims. [CR 991, 956, 2SUPP-CR 36]6;
A-27. On June 17, 2014, the court signed
interlocutory orders granting these of Respondents
the 17th District Court. [CR 355] The Honorable Melody

Wilkinson presided over this suit until August 15, 2013.
[CR 685] This suit was then transferred, sua sponte, to
the 48th District Court. Id. The Honorable David L. Evans
presided over this suit since that time until time of final
judgment. [CR 1699]; A-24 to A-26.
6 This case has been set for trial on the following four
dates: April 30, 2012, October 22, 2012, March 18, 2013, and
March 17, 2014. [CR 356, 519, 527, 883] On the first day of
Chans fourth trial setting and after over four years of
litigation, Judge Evans, sua sponte, canceled trial in
favor of providing Sharpe an opportunity to file (i) a
fourth motion for summary judgment on Chans breach of
fiduciary duty and conspiracy claims, and (ii) a fourth
motion to disqualify Amin as Chans trial counsel. A-26;
A-27. At this same time, Judge Evans then also provided
the Changs an opportunity to file their very first motion
for summary judgment. Id.
16
motions. [CR 1619, 1622] [2SUPP-CR 389] On
August 12, 2014, the court finalized the summary
judgments through a direct severance order. [CR
1699] On September 8, 2014 Chan appealed. [CR
1702]
IV. Intermediate Appellate Proceedings:
16. On August 26, 2015, the Second District Court

of Appeals in Fort Worth, Texas (COA) affirmed the
trial courts take-nothing judgment and stated that
there was no error in any of the thirty issues
raised by Chan on appeal. A-3; A-23. On September
10th, Chan filed a motion for rehearing which was
denied on September 17, 2015. A-30. On September
18th, he filed a motion for en banc reconsideration
which was denied on October 1, 2015. A-29.
17. With respect to Chans legal malfeasance

claim, the COA affirmed in favor of Sharpe because
there [purportedly] is no evidence on the third
element of a breach of fiduciary duty claim. A-6 to A8.
With respect to Chans direct, derivative, and
participatory liability claims against the Changs, the
COA affirmed because there [purportedly] is no
evidence of actual fraud for the Changs personal
benefit. A-12 to A-16.
V. Supreme Court of Texas Proceedings:

17
18. On October 20, 2015, Chan filed a petition for
review with the Supreme Court of Texas
alleging that the COA repeatedly, knowingly,
and prejudicially omitted from its
consideration Chans material evidence and
numerous of his superseding or countervailing
arguments. A-53.
19. More specifically, in the petition Chan argued:

(1) that the Due Process clause of the United States
disinterested tribunal in civil cases7, (2) that the COA
unjustifiably deprived Chan of his property because,
while affirming take-nothing summary judgment in
favor of Respondents, it issued a twenty (20) page
supporting opinion that contains over forty (40)
errors, omissions or distorted conceptions of the facts
or the law, (3) that this conduct is so obviously
unacceptable that only a plainly incompetent
judiciary or one which was knowingly violating the
law would have done such a thing 8 , and (4) that
judicial decisions rendered under circumstances that
suggest bias, prejudice, or favoritism should not be
allowed to stand unchanged because they undermine
the integrity of the courts and thwart the principles
on which the justice system is based.9 A-56 to A-57.
7 Marshall v. Jerrico, Inc., 446 U.S. 238, 242 (1980).
8Malley v. Briggs, 475 U.S. 335, 341(1986); Lassiter v. Alabama

A & M Univ., 28 F.3d 1146, 1149 (11th Cir. 1994).
9 Metzger v. Sebek, 892 S.W.2d 20, 37-38 (Tex. App. - Houston

[1st Dist.] 1994).
18
20. The Supreme Court of Texas denied discretionary

review on January 8, 2016.10 A-1. Chan then filed
this petition for writ of certiorari within ninety days
of that date.
REASONS FOR GRANTING THE WRIT

Chans petition should be granted because (1)
the COA rendered judgment and opinion under
circumstances that suggest bias, prejudice, or
favoritism in violation of his due process rights under
the Fourteenth Amendment to the United States
Constitution and (2) the COAs opinion conflicts with
relevant decisions of this Court on the issue of what
exactly constitutes fundamental due process in civil
cases. See 28 U.S.C. 1257(a) and Sup. Ct. R. 10(c),
respectively.
The Due Process clause of the United States

disinterested tribunal in civil cases. Marshall v.
Jerrico, Inc., 446 U.S. 238, 242 (1980). This
requirement of neutrality in adjudicative proceedings
safeguards the two central concerns of procedural due
process. Id. First, it prevents an unjustified or
mistaken deprivation of property. Second, it promotes
participation and dialogue by affected individuals in
10(i.e. thereby indicating that it is not satisfied with the COA in

all respects, but there is [purportedly] no error requiring
reversal or that is so important to the jurisprudence of the State
as to require correction).
19
the decision making process. Id. It helps to guarantee
that property will not be taken on the basis of
erroneous or distorted conceptions of the facts or the
law. Id. At the same time, it preserves both the
appearance and reality of fairness, generating the
feeling that justice has been done, by ensuring that no
person will be deprived of his interests in the absence
of a proceeding in which he may present his case with
assurance that the arbiter is not predisposed to find
against him. Id. The requirement of neutrality has
been jealously guarded by this Court. Id.
The COAs violated Chans fundamental due

process rights by issuing a twenty-page appellate
opinion containing over forty errors, omissions,
irregularities and distorted conceptions of the facts or
law. More specifically, the COAs opinion (I)
repeatedly transgresses the applicable standard of
review, (II) contains numerous false assertions and
implications about Chans case, (III) prejudicially
omits more than a dozen of Chans arguments, (IV)
time and again turns a blind eye to Chans evidence,
(V) conflicts with precedent set by many Texas
Supreme Court and other appellate cases, (VI)
construes statutes in a distorted fashion, and (VII)
contains several other irregularities also indicating
bias, prejudice or favoritism. If the COAs judgment
and opinion stand unchanged, it will breed
skepticism and mistrust of the judiciary. Metzger v.
Sebek, 892 S.W.2d 20, 37-38 (Tex. App. - Houston [1st
Dist.] 1994).
20
I. On the first seven pages of its opinion
alone, the COA transgressed the
applicable standard of review seven times
to cast doubt on Chans case where no
doubt should have been cast. By doing so,
it revealed a bias from the outset.
An appellate court reviewing summary

judgment must resolve any doubts in favor of the
nonmovant [Chan] and take his evidence as true.
Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d
754, 755-56 (Tex. 2007); Nixon v. Mr. Prop. Mgmt. Co.,
690 S.W.2d 546, 548-49 (Tex. 1985). In the
Background section of the opinion and elsewhere,
the COA, on multiple occasions, transgressed this
standard of review by reciting to certain irrelevant
statements of [purported] fact.
If asked to submit a brief on the merits, Chan

will provide at least seven examples of these
transgressions which appear on the first seven pages
of the COAs opinion alone. A record from the COA
would show these seven examples in full as they were
presented to the COA in Chans motion for rehearing
and motion for en banc reconsideration, both of which
were denied. A-30; A-29. The details are omitted
here for the sake of brevity and because (at least in
these seven instances) the COAs transgressions do
not appear to have had a prejudicial effect on the
outcome of the case other than to cause a reader to
cast doubt on the factual merits of Chans case where
no doubt should be cast.
21
II. The COA repeatedly makes false
assertions and implications about Chans case.
An impartial court would have no reason to do
this as it could rely only on truth as a basis to
render opinion and judgment.
II-A. The COA states that Chan merely

speculates that Appellees have fraudulently
transferred assets on account of the passage of
time. A-18. The evidence, however, clearly
shows otherwise. Sharpe transferred
$32,000.00 out of his personal checking account
one day after receiving notice of Chans suit
and $36,006.00 exactly one week before the
2012 trial setting. [CR 906, 904]
II-B. The COA states: Chan does not identify

any admissions or include any analysis
explaining why the trial court should have
relied on them. A-9; A-15.
At a minimum, Chan identified eleven (11)
admissions on pages 59-61 of his brief and explained
how they relate to the conspiracy claim. He also
identified seventeen (17) admissions made by the
Changs and WFFI on pages 110-117 of his brief and
explained how they relate to the Changs
participatory liability.
II-C. The COA states: Chans own

summaryjudgment evidence indicates that
Sharpe had an ongoing friendship with the
Changs because he had been a patron of their
22
restaurant for years. A-7. Chan, however,
testified:
I met Sharpe because he was a patron at

the restaurant. I used to serve him his food
and that's how I found out that he was a
lawyer. He used to bring his wife there to
eat with him sometimes. The Changs had
not formally met Mr. Sharpe or had any
direct communications with him about his
being an attorney before September 12,
2004. When I met with Mr. Sharpe at his
office in October of 2004, he never stated to
me that he previously knew the Changs or
represented them or WFFI in any legal
matters or that he would have any conflict
of interest in helping me or discussing my
dispute against those persons. [CR 1225]
II-D. The COA implies that there is no

evidence of injury. A-6 to A-7. Such
implication is patently false. Chan testified to
damages in the amount of $141,895.00 plus
thousands of dollars in attorney's fees. [CR
1233-35]
II-E. The COA contends that Chan waived his

objections to Respondents summary judgment
motions because he supports his arguments
with no analysis or citations to any authority.
A-9; A-14. If asked to submit a brief on the
merits, Chan will give at least three examples
proving this false.
23
III. The COA repeatedly relied only on

Respondents arguments to formulate
opinion on a particular issue while
knowingly omitting from its analysis and
discussion Chans superseding or
countervailing arguments on the very
same issue.
III-A. The COA concluded that admissions of

a defaulting corporate defendant cannot [under
any circumstances] also be the deemed
admissions of its shareholders because the two
are treated as distinct and separate entities. A-
11. Chan argued this treatment is not
necessarily applicable when these
shareholders acted in their capacity as officers
and agents because the acts of an agent and its
principal are the acts of a single entity. The
COA omitted this argument which appeared on
pages 28-30 of Appellants Reply Brief and on
page 95 of Appellants Brief.
III-B. The COA states there was a proper

severance of Chans common law tort claims
from his TUFTA claims because Respondents
met all three severance factors. A-17 to A-18.
Chan argued that Respondents severance
motions are defeated ab initio because
bifurcation was an option to severance and
they never made a showing of prejudice as
required by Texas law. The COA omitted this
24
superseding argument presented on pages 71
& 120 of Appellants Brief.
III-C. The COA concluded that Chans TUFTA

and common law tort claims do not involve the
same underlying facts and issues. A-17 to A-
18. Chan argued that they in fact do because
(i) the two types of claims involve the same
financial facts concerning net worth and
insolvency, (ii) a defendants current net worth
is inextricably intertwined with his past
fraudulent transfers and (iii) TUFTA serves as
a mechanism to differentiate between
fraudulent and non-fraudulent transfers so as
to help jurors ascertain a defendants true net
worth. These three omitted arguments
appeared on pages 72-73 and 120 of
Appellants Brief.
III-D. On the one hand, the COA argues that

Chans TUFTA claims would be the proper
subject of a lawsuit if independently asserted.
A-17 to A-18. On the other, it contradictorily
states that Chans TUFTA claims would
hinge on the successful outcome of one or
more of his common law tort claims. Id. Chan
argued [and the Respondents judicially
admitted] that his severed TUFTA claims
could not be the proper subject of a lawsuit if
independently asserted because the TUFTA
claims, in this instance, were made before any
judgment of liability against Respondents
25
issued. These two omitted arguments
appeared on pages 73-75 of Appellants Brief.
III-E. The COA concludes that the damages

Chan seeks are all plainly contractual in
nature. A-13. Chan, however, presented the
following six superseding or countervailing
legal arguments showing otherwise on pages
92-94 & 102-107 of Appellants Brief. The COA
omitted these from its discussion and analysis:
1. The Changs waived their right to argue that

they were not individually liable on WFFIs
contractual claims because they failed to make a
verified plea pursuant to Tex. R. Civ. Proc. 93.
Pledger v. Schoellkopf, 762 S.W.2d 145 (Tex. 1988);
2. The malicious suppression or diversion of

dividends is a fiduciary breach which the Changs can
be held liable for through a derivative action. Ritchie
v. Rupe, 443 S.W.3d 856, 883, 885, 887, 906 (Tex.
2014);
3. A court-ordered buy-out of Chans shares is an

equitable remedy available under a fiduciary breach
claim. Id. at 892;
4. The buy-out remedy is available off the

contract even if a shareholder agreement exists. Id.
at 902, n.43; Tex. Bus. Orgs. Code 21.563(c)(2);
5. The Changs can also be held individually liable

for dividend and buy-out claims because of their
26
participation in WFFIs fiduciary breach. Yeaman v.
Galveston City Co., 167 S.W. 710, 723-24 (Tex. 1914);
Kinzbach Tool Co. v. Corbett-Wallace Corp., 160
S.W.2d 509, 512-14 (Tex. 1942); and
6. Disparate treatment by the Changs [as the

controlling officers] of Chans employment rights
emanating from stock ownership can constitute a
direct or derivative fiduciary breach establishing the
Changs liability.
III-F The COA undertakes a discussion alluding to

the possible existence of substantive merits upon
which Sharpes motion to disqualify Amin could have
been granted. A-20 to A-21. Curiously, it fails to
mention in balance, Chans superseding arguments
that (i) Sharpe waived the motion due to an undue
delay of seventeen months and (ii) Sharpes motion
was defective as it made no showing of actual
prejudice as required by Texas law. These two
omitted arguments appear on pages 12-15 of
Appellants Brief.
III-G The COA concluded that the Changs affidavits

could have [in all respects] been effectively
controverted by opposing evidence in the context of
Tex. R. Civ. Proc. 166a(c). A-10. Chan argued that
was not the case because (i) of erroneous orders
precluding discovery, (ii) the Changs destroyed or
concealed the opposing evidence, and/or (iii) the
Respondents credibility was a dispositive factor on a
particular issue. The COA omitted from its discussion
27
these three of Chans arguments which appear on
pages 69-70 & 112-113 of Appellants Brief. [CR 1109,
1111]
III-H To the extent that the COA concluded that there

is no evidence of conspiracy, it omitted Chans
arguments on pages 54 to 63 of Appellants Brief. A-
8.
IV. It was disingenuous for the COA to

repeatedly turn a blind eye to Chans evidence
and then contend that summary judgment was
proper because there is no evidence to
support a particular element of his claim.
IV-A. The COA asserts there is no evidence

that the injury suffered by Chan resulted
from Sharpes misconduct. A-6 to A-7. The
evidence, however, shows that Sharpes
wrongful dilatory conduct spanning over the
course of several years reduced the value of
Chans claims, from a collectability standpoint.
This is because WFFI became insolvent and
eventually went out of business. [CR 1311,
122125, 1233-34] Something similar happens
to a plaintiffs claim when his attorney misses
the statute of limitations deadline. Under
these circumstances, Stonewall precludes
summary judgment on the proximate cause
element as a matter of law. See Stonewall
Surplus Lines Ins. Co. v. Drabek, 835 S.W.2d
708, 712 (Tex.App.-Corpus Christi 1992).
28
IV-B. The COA states there is no evidence that

Sharpe gained association with a more
prominent, for profit corporate client and its
controlling officers by switching sides. A-7 to
A-8. The evidence shows just the opposite.
Sharpe gained at least prospective business
association with (i) WFFI [a for-profit
corporation], as compared to Chan, [a
disenfranchised individual] and (ii) the Changs
[WFFIs controlling officers] whom Sharpe had
not previously formally met. [CR 1225, 1508,
1452-53, 1380, 1383, 1395, 1278] The evidence
goes on to show that Sharpe then rendered
legal services to these new clients on seven
occasions between 2005 and 2011. [CR 1446-47,
127679, 1283-99, 1302-17, 1335-36, 1498-1500,
1396].
IV-C. The COA states that there is no evidence

that any of Sharpes conduct prevented Chan
from pursuing his claims after Sharpe switched
sides. A-6. The evidence, however, shows (i)
that Sharpe switched sides on June 23, 2005
[CR 1222], (ii) that in 2006 Sharpe stepped in
to defend Henry Chang in three small claims
suits filed by Chan [CR 1221, 1283], (iii) that in
2007 Sharpe persuaded Chan into
withdrawing those suits in favor of an out-of-
court intermediation which Sharpe had no
intention of and did not carry out in good faith
[CR 1221-24, 12841301], and (iv) that Chan
thereby lost an opportunity to either prosecute
29
his claims or settle them through court-ordered
mediation [CR 1286, 1298].
IV-D. The COA states the evidence is

undisputed that neither the Changs nor WFFI
ever paid Sharpe for any legal services
rendered. A-7 to A-8. The COA omitted from
its discussion material countervailing
circumstantial evidence as presented on pages
28-39 of Appellants Brief from which a jury
could reasonably find that Sharpe is being
dishonest about not being paid on any of the
seven instances that he rendered services to
these persons between 2005 and 2011. At least
three of those instances were unrelated to this
case.
IV-E. The COA states that there is no evidence

that the Changs perpetrated an actual fraud
for their personal benefit. A-13. The evidence,
however, shows that the Changs (a)
misrepresented to Chan that WFFI did not
earn profits sufficient to pay dividends [CR
532-35, 14] [2SUPP-CR 152-53, 269, 380-84,
347(RFA#17)], (b) misrepresented to Chan that
WFFIs dividend records had been destroyed
when in fact those records are being concealed
[2SUPP-CR 184-87, 200, 333, 350(RFA#40-41),
353(RFA#61-68)], (c) remained silent on the
issue of dividend income when they had a legal
duty to speak [CR 21; 2SUPPCR 165-77] and
(d) engaged in this conduct for the purpose of
unlawfully diverting, receiving and retaining
30
Chans dividend monies [CR 13-15, 21 53235;
2SUPP-CR 380-84]. See also pages 112-114 of
Appellants Brief and pages 28-30 of
Appellants Reply Brief.
V. In order to affirm judgment in favor of

Respondents, the COA had to repeatedly ignore
important precedent. Its decision conflicts
with prior decisions of other appellate courts
and of the Texas Supreme Court.
V-A. In conjunction with Tex. R. Evid. 601(a),

Wolfe requires key language that would
affirmatively negate the affiants insanity
before an affidavit would meet the show
affirmatively requirement imposed by Tex. R.
Civ. Proc. 166a(f). Wolfe v. Devon Energy Prod.
Co., LP, 382 S.W.3d 434, 449 (Tex.App.-Waco
2012). The COA holds that no such key
language is required and that this issue is
merely within the trial courts discretion. A-10.
V-B. MacDonald holds that a fiduciary is not

permitted to use his position so as to obtain for
himself any advantage or profit inconsistent
with his supreme duty to a beneficiary.
MacDonald v. Follett, 180 S.W.2d 334, 338
(Tex. 1944). The COA now holds that a
fiduciary may obtain such advantage so long as
there is no evidence of monetary payment.
A-7 to A-8.
31
V-C. Farah holds that a plaintiff is not
precluded from asserting a tort claim solely
because his damages are analogous to damages
sought in a contractual claim. Farah v. Mafrige
& Kormanik, P.C., 927 S.W.2d 663, 674
(Tex.App.-Houston [1st Dist.] 1996). Dallas
Fire holds that when a defendants conduct
would give rise to liability independently of
whether a contract exists between the parties,
a plaintiffs claim may sound in tort. Dallas
Fire Insurance Co. v. Texas Contractors Surety,
128 S.W.3d 279, 293 (Tex. App.Fort Worth
2004), judgment reversed on other grounds, 159
S.W.3d 895 (Tex. 2004). The COA now holds
that a breach of fiduciary duty tort claim must
be maintained only as a breach of contract
claim even under these circumstances. A-12 to
A-14.
V-D. Under Texas law, a party is relieved of

the burden of pleading evidentiary matters
with particularity under the fair notice
standard. Tex. R.
Civ. Proc. 47(a); Horizon/CMS Healthcare Corp. v.
Auld, 34 S.W.3d 887, 896 (Tex. 2000); James v.
Comm'n for Lawyer Discipline, 310 S.W.3d 598, 608
(Tex.App.-Dallas 2010). The COA now holds that a
TUFTA claim is not properly pled without including
evidence or allegations of particular fraudulent
transfers. A-17 to A-18. How is a plaintiff to obtain
such specific information unless he first pleads
TUFTA and conducts financial discovery?
32
V-E. Blackthorne and Lunsford hold that (i)
tort claimants are entitled to file a TUFTA
claim based upon pending, unliquidated tort
claims, (ii) tort claimants are entitled to seek
interim injunctive relief using TUFTA to
protect their equitable interest in a tort
recovery, and (iii) there is no evidentiary
threshold tort claimants must cross before
seeking TUFTA discovery. Blackthorne v.
Bellush, 61 S.W.3d 439, 443-44 (Tex.App.-San
Antonio 2001); Lunsford v. Morris, 746 S.W.2d
471, 473 (Tex.1988). The COA opinion conflicts
with these holdings because it states that a
trial court may abate the TUFTA claim unless
and until plaintiff first prevails on his pending
common law tort claims. A-17 to A-19. In this
context, the COA also erroneously argues that
Chans
TUFTA claims may be abated because he
[purportedly] can obtain identical relief under his
common law tort claims. Id.
While Chans tort claims seeking punitive

damages and his TUFTA claims may involve
discovery of the same financial facts concerning the
Respondents net worth and solvency, it does not
therefrom logically follow that Chan can obtain
identical relief under his common law tort claim as he
can under his TUFTA claims. In part, this is because
Chans TUFTA claims provide him with the option to
seek interim injunctive relief against the Respondents
and against third party transferees; a remedy which
33
his common law tort claims inherently do not provide.
See page 75 of Appellants Brief.
It is in additional part because Respondents [by

citing to the Jacobs case] contest Chans ability to
discover financial information for anything more than
the most current year. [CR 681]; In re Mark A. Jacobs,
300 S.W.3d 35, 45 (Tex.App.-Houston [14 Dist.] 2009).
Under TUFTA, however, Chan would automatically
be entitled to discover financial information going
back to four years before the TUFTA claim was filed.
See page 78 of Appellants Brief.
VI. The COA construes Tex. Bus. Orgs. Code

21.223-21.224 in such a distorted fashion so as
to (A) prematurely analyze and shift the burden
of proof issue on the element of actual fraud
in the context of Tex. R. Civ. P. 166a(i) and (B)
now hold that corporate officers are shielded
from tort liability merely because they also are
shareholders of the corporation.
VI-A. Notwithstanding that the Changs

waived their right to argue that
they were not individually liable
on WFFIs contractual claims 11 ,
the COA decided to engage in a
lengthy discussion about how the
Changs are insulated from
liability under 21.223 because
11 See Section III-E-1, above.

34
Chan [purportedly 12 ] failed to
show any evidence that the
Changs used WFFI to perpetrate
an actual fraud for their direct
personal benefit. Even this
analysis by the COA is flawed.
Under Rule 166a(i) the Changs
cannot legitimately move for a
no-evidence motion for
summary judgment on an
affirmative defense where they
have the burden of proof.
Here the Changs had the burden to prove,

under 21.223(a)(2) that Chan was suing them on a
contractual obligation of the corporation or on an
alter-ego like theory before the burden would shift to
Chan to prove actual fraud for personal benefit under
21.223(b). The Changs failed to file a traditional
motion for summary judgment in conjunction with
their no-evidence motion to meet their initial burden
on these elements of the subject statutory affirmative
defense. See pages 21-22 of Appellants Reply Brief.
VI-B. K&G Tool holds that a corporate

officer who converts the property
of another to the use of the
corporation, or who misapplies
private funds in the hands of the
corporation is personally liable to
the person whose property has
12 See Section IV-E, above.

35
been misappropriated. K & G
Tool & Serv. Co. v. G & G Fishing
Tool Serv., 314 S.W.2d 782, 793
(Tex.1958). Walker holds (i) that
it is not necessary to pierce the
corporate veil in order to impose
personal liability upon a
shareholder/officer, as long as it is
shown that this officer knowingly
participated in the wrongdoing,
and (ii) that if such showing is
made, then 21.223 will not
shield this officer from
individual liability for his own
tortious conduct. Walker v.
Anderson, 232 S.W.3d 899, 918-19
(Tex.App.-Dallas 2007). The
COA, however, construes
21.223-21.224 to mean that a
corporate officer who engages in a
tort other than the one of using
the corporation to perpetrate an
actual fraud for his personal
benefit is not subject to personal
liability simply because of his
concurrent status a shareholder
in the same corporation. A-13.
VII. The COAs opinion contains six other

errors or irregularities which further
contribute to the appearance and reality that
36
there was a complete lack of neutrality in the
adjudicative proceedings below.
VII-A. The COA erroneously argues that

Chan was not injured or there is
no evidence of injury because he
still had the ability to enforce his
rights in the same way, manner,
and/or degree before Sharpes
misconduct; as compared to after
it. A-7. The evidence, however,
shows that: (i) WFFI was solvent
in 2005 because it renewed a 5-
year lease and paid dividends [CR
1392, 1470(RFA#17)], (ii) Sharpe
unlawfully switched sides on June
23, 2005 [CR 1446], (iii) Chan
filed suit pro se in 2006 [CR
128082], (iv) in 2007, Sharpe then
persuaded Chan to dismiss his
suits in favor of an out-of-court
intermediation, (v) Sharpe did not
carry out that intermediation
ethically [CR 1272-1300], and (vi)
within four months after this
intermediation concluded, WFFI
became insolvent. [CR 1311,
122124, 1234] Thus, collectability
on Chans claims became an issue
with the passage of time; a
circumstance facilitated by
Sharpes on-going misconduct.
37
VII-B. To support its opinion on the issue
of Amins disqualification, the
COA states: Sharpe moved to
disqualify Amin because at a
pretrial conference Amin advised
the trial court that he intended to
offer into evidence affidavits
that included letters and
documents that he had personally
authored. A-20. However, there
is no reporters record on appeal to
support the truth of this
assertion. The COA simply takes
this statement to be true based on
what is alleged in an unverified
motion filed by
Sharpe. [CR 991]
VII-C. Also on the issue of Amins

disqualification, the COAs
argument that Amin has been
permitted to represent Chan on
appeal is wholly irrelevant to a
Rule 3.08 disqualification
analysis. This is because such
disqualification is limited in its
application to jury trials. A-21.
Ayres v. Canales, 790 S.W.2d 554,
557-58 n.4 (Tex. 1990). Why did
the COA find it necessary to make
such a tangential argument?
38
VII-D. The COA erroneously
interpreted
Sharpes motion to disqualify Amin as one that was
only predicated on the occurrence of a jury trial.
A21. The record clearly shows the opposite to be true.
Sharpe actually objected to Amin appearing as an
advocate even at a pre-trial hearing shortly after
the disqualification order issued. [CR 991, 1659]
VII-E. The COA erroneously states that:

[T]he trial court did not grant
summary judgment on any
unpleaded claims or defenses. A-
11; A-14. The record shows that
the trial court in fact granted
summary judgment (i) on a
statutory immunity defense that
Sharpe never pled in his answer
[CR 492, 962] and (ii) on certain
breach of contract claims which
Chan never pled in his petition
[2SUPP-CR 3639] [CR 12-25].
VII-F. On the issue of whether Chan is

entitled to recover attorneys fees
as a damage in equity, the COA
appeals relies on the
G.R.A.V.I.T.Y Enters. case. A-7.
It makes [potentially] three
arguments to support the
proposition that Chan is not
entitled to recover attorneys fees
from Sharpe in our case. Id.
39
None of these arguments have merit.
(1) To the extent that the COA argues that there

is no legal basis to recover attorneys fees in equity
under Texas law, the COA ignored Chans citations to
Estate of Arlitt v. Paterson, 995 S.W.2d 713, 717-721
(Tex.App.-San Antonio 1999). See Appellants Brief at
pages 51 and 96.
(2) To the extent that the COA argues that Chan

is not entitled to attorneys fees because he
[purportedly] was already awarded judgment for his
costs and attorneys fees and Sharpe already paid
them, as per the fact pattern concerning the litigants
in G.R.A.V.I.T.Y Enters.; this is simply not true for
Chan. A-7. Chan was never awarded any such
judgment and Sharpe has yet to pay or even offer to
pay Chan a single penny on his claims. There is
nothing in the record to support the COAs argument.
(3) To the extent that the COA argues that it is

pure speculation that Chan incurred attorneys fees
because of Sharpes misconduct, the evidence clearly
shows the opposite to be true. A-7. Chan testified as
follows:
I also incurred thousands of dollars in legal

fees to have Mr. Sharpe disqualified from
representing the primary defendants in
this suit and in prosecuting my
shareholder claims against WFFI and the
Changs. EX 152 is a true and correct copy
of my attorney's fee log in this case. [CR
40
1224]
CONCLUSION
Based on the foregoing, Chan respectfully

submits that this Petition for Writ of Certiorari be
granted. The Court may wish to consider summary
reversal of the decision(s) by Texas Second District
Court of Appeals and the remand of this matter to
that court for further proceedings. Petitioner also
requests such other relief in law or equity to which he
may be justly entitled.
Dated: February 17, 2016
Respectfully submitted,
/s/ Francis W.S. Chan

Francis W.S. Chan
2131 N. Collins
Ste. 433-610
817-299-9620
Petitioner-Pro Se
IN THE SUPREME COURT OF TEXAS Case No.
15-0812
COA #: 02-14-00286-CV
TC#: 48-243228-10
DATE: 1/8/2016
FRANCIS W.S. CHAN,

Petitioner
v.

CHANG & THE LAW OFFICES OF J. SHELBY
Respondents
Today the Supreme Court of Texas denied the petition

for review in the above-referenced case.
Ms. Debra Spisak

Clerk, Second Court of Appeals
401 West Belknap, Suite 9000 Fort Worth, TX 76196
COURT OF APPEALS
SECOND DISTRICT OF TEXAS FORT WORTH
NO. 02-14-00286-CV
A-1
FRANCIS WING-SING CHAN
Appellant
v.
J. SHELBY SHARPE, THE LAW OFFICES OF J.

SHELBY SHARPE, A PROFESSIONAL
CORPORATION, KAREN CHANG & HENRY
CHANG
Appellees
August 26, 2015
----------
From The 48th District Court of Tarrant County Trial
Court No. 048-243228-10
----------
MEMORANDUM OPINION13
I. INTRODUCTION
13 See Tex. R. App. P. 47.4.

A-2
In thirty issues, Appellant Francis Wing-Sing
Chan appeals various trial court orders, including
orders granting summary judgment, in favor of
Appellees J. Shelby Sharpe; The Law Offices of J.
Shelby Sharpe, a Professional Corporation; Karen
Chang; and Henry Chang. We will affirm.
II. BACKGROUND
Wan Fu Foods, Inc. (WFFI) was formed in 1990

for the purpose of owning and operating a restaurant
in Fort Worth. Chan, the Changs, and several other
individuals were WFFIs initial shareholders. Chan
was also an employee of, and claims to have had an
employment contract with, WFFI.
In September 2004, Chan had a falling out

with WFFI [and its] other shareholders and was told
not to return to the restaurant. 14 Sometime soon
thereafter, Chan and his then-wife met with Sharpe
at his law office.15 Chan thought that the restaurant
owed him money, and he wanted Sharpe to represent
him in an effort to collect it. Sharpe told Chan that he
would not represent him but that he would draft a
demand letter for him. Chans ex-wife also recalled
14 Karen Chang, on the other hand, claimed that she had

repeatedly requested Chan to return to the restaurant after he
left on his own volition [,] and he repeatedly refused to return.
15Chan claims that Sharpe had been a patron of the restaurant

for a number of years.
A-3
that Sharpe had refused to represent Chan.16 Chan,
however, claims that Sharpe agreed to represent him
at no charge.17
Chan subsequently filed three pro se lawsuits

in small-claims court against Henry Chang, seeking
damages related to his dispute with WFFI. Sharpe
filed an answer on behalf of Henry Chang and later
notified Chan by letter that he should nonsuit the
claims because they lacked merit.18 Chan dismissed
the three suits and met with the Changs in Sharpes
conference room in an attempt to resolve their
differences, but they were unsuccessful.19 WFFI went
out of business in 2009.
Chan sued Appellees and WFFI in 2010.

According to Chan, his employment with WFFI was
wrongfully terminated and when Sharpe filed an
answer on behalf of Henry Chang in the three
16According to Chans ex-wife, after the meeting with Sharpe,

Chan asked her to help him find an attorney to represent him in
the dispute with WFFI, and Chan began meeting with other
attorneys.
17 Chan points out that his ex-wife was not there during the
entire meeting and that she has been under the care of a board
certified psychiatrist for many years.
18 Sharpe also informed Chan, There is a way to resolve your

frustration, but it is not in a court proceeding. I am pleased to
sit down with you, Henry [,] and Karen to discuss these
frustrations, if you are willing.
19 Sharpe did not participate in the meeting.

A-4
lawsuits in small-claims court, Sharpe switched
sides and stepped in to defend Henry in those suits
without obtaining Chans verbal or written consent
to do so. Chan alleged claims for breach of fiduciary
duty and conspiracy, among other things; he later
added a claim for violation of the Texas Uniform
Fraudulent Transfer Act (TUFTA); and he sought
damages for (i) unpaid dividends, (ii) lost wages, (iii)
lost benefits, and (iv) the value of his initial capital
contribution to WFFI. The trial court ultimately
severed and abated the TUFTA claims; granted
summary judgment in favor of Sharpe, Sharpes law
offices, and the Changs; and granted Sharpes and his
law offices motion to disqualify Chans counsel. The
summary judgment orders became final when the
trial court severed Chans claims against WFFI from
the remainder of the suit.20
III. SUMMARY JUDGMENT ISSUES

SHARPE AND LAW OFFICES
A. Breach of Fiduciary Duty
In issue II-B, Chan argues that the trial court

erred by granting summary judgment in favor of
Sharpe and Sharpes law offices on Chans claim for
20 A different trial court had previously granted a default

judgment against WFFI.
A-5
breach of fiduciary duty.21 The elements of a claim for
breach of fiduciary duty are (1) a fiduciary
relationship existed between the plaintiff and the
defendant, (2) the defendant breached its fiduciary
duty, and (3) the breach resulted in injury to the
plaintiff or benefit to the defendant. Heritage Gulf
Props., Ltd. v. Sandalwood Apartments, Inc., 416
S.W.3d 642, 650 (Tex. App.Houston [14th Dist.]
2013, no pet.). Sharpe and his law offices challenged
the third element on no-evidence groundsthat Chan
suffered no injury and that Sharpe and the law offices
received no benefit because of any alleged breach of
fiduciary duty by Sharpe and his law offices.22
Chan argues that Sharpes switching of sides

injured him because it thwarted the timely
prosecution, settlement, resolution, and/or payment of
his shareholder rights claims. Chan non-suited his
lawsuits in small-claims court in January 2007, and
he and the Changs failed to resolve their differences
at the meeting at Sharpes law offices in March 2007.
21 Chan posits that an attorney-client relationship arose out of

his meeting with Sharpe.
22 After an adequate time for discovery, the party without the
burden of proof may, without presenting evidence, move for

summary judgment on the ground that there is no evidence to
support an essential element of the nonmovants claim or
defense. Tex. R. Civ. P. 166a(i). The motion must specifically
state the elements for which there is no evidence. Id.; Timpte
Indus., Inc. v. Gish, 286 S.W.3d 306, 310 (Tex. 2009). The trial
court must grant the motion unless the nonmovant produces
summary judgment evidence that raises a genuine issue of
material fact. See Tex. R. Civ. P. 166a(i); Hamilton v. Wilson,
249 S.W.3d 425, 426 (Tex. 2008).
A-6
There is no evidence that Sharpes alleged switching
of sides prevented Chan from thereafter timely
pursuing any of his claims.
Chan argues that Sharpes alleged misconduct

injured him because it undermined his on-going
rights as a WFFI shareholder. More specifically,
observing that WFFI went out of business in October
2009 and that he is no longer able to collect money
for my claims against WFFI from WFFI, Chan
contends that if Sharpe had acted fairly, honestly,
impartially, and mediated [Chans] claims in good
faith, [Chan] would have settled those claims for a
reasonable sum of money within a few months after
January 12, 2007, if not long before then. Not only is
this sheer speculation, but Chans claimed inability to
execute a money judgment against WFFI has nothing
to do with Sharpes alleged switching of sides years
earlier. Based on this record, Chan had the ability to
enforce his rights as a WFFI shareholder after
Sharpes alleged misconduct.
Chan additionally argues that Sharpes

conduct caused [Chan] to incur thousands of dollars
in attorneys fees to rectify the consequences of
Sharpes misconduct. Again, notwithstanding that
this is pure speculation, attorneys fees ordinarily
cannot be recovered as damages, and no exception
applies under these circumstances. See G.R.A.V.I.T.Y.
Enters. v. Reece Supply Co., 177 S.W.3d 537, 54647
(Tex. App.Dallas 2005, no pet.).
A-7
Regarding a benefit to Sharpe and his law
offices, Chan argues that Sharpe benefitted from this
conduct because he gained association with a more
prominent, for-profit corporate client and its
controlling officers. There is no evidence of any such
benefit. Chans own summary-judgment evidence
indicates that Sharpe had an ongoing friendship with
the Changs because he had been a patron of their
restaurant for years. Consistent with that
relationship, the evidence is undisputed that neither
the Changs nor WFFI ever paid Sharpe for any legal
services rendered. The same can be said for Sharpes
purported agreement to represent Chan at no
charge. The trial court did not err by granting
Sharpe and his law offices summary judgment on
Chans claim for breach of fiduciary duty. We overrule
Chans issue II-B.
B. Civil Conspiracy
In issue II-C, Chan argues that the trial court

Sharpe and his law offices on Chans claim for civil
conspiracy. In addition to challenging each
civilconspiracy element on no- evidence grounds,
Sharpe and his law offices argued that summary
judgment was proper because civil conspiracy is a
derivative tort, and there is no underlying tort to
support the claim. We agree. The trial court properly
granted summary judgment on Chans breach-of-
fiduciaryduty claim. There being no other underlying
tort to support the civil-conspiracy claim, the trial
A-8
court properly granted summary judgment thereon.
See Am. Tobacco Co. v. Grinnell, 951 S.W.2d 420, 438
(Tex. 1997). We overrule Chans issue II-C.
C. Judicial Notice and Objections
In issue II-E, Chan argues that the trial court

erred by failing to take judicial notice of pertinent
adjudicative facts and by overruling [his] proper
objections to Sharpes summary judgment motions
and evidence.
In his response, Chan asked the trial court to

take judicial notice of the dates when certain
documents referenced herein were filed, the dates
when jury trial was previously set in this matter, the
dates when certain procedural deadlines elapsed in
this matter, and any other adjudicative facts that
are referenced herein and which are capable of
accurate and ready determination by resort to sources
whose accuracy cannot be reasonably questioned.
Chan asserts no argument explainingand we fail to
seehow the trial courts failure to take judicial
notice of those matters can be reversible error under
these circumstances. See Tex. R. App. P. 44.1(a).
Chan argues that [t]he court erred in

overruling his objections because Sharpes motions
make or are based on multiple erroneous, false, and/or
unsubstantiated assertions, conclusions or
implications. Chan directs us to over twenty pages of
objections contained in his summary-judgment
A-9
response but supports his argument with no analysis
or citation to any authority. Therefore, this argument
is waived as inadequately briefed. See Tex. R. App. P.
38.1(i); Fredonia State Bank v. Gen. Am. Life Ins. Co.,
881 S.W.2d 279, 284 (Tex. 1994).
Chan argues that the court erred by

considering evidence that contradicts any admissions
favorably supporting appellants claims or defenses.
Chan does not identify any admissions or include
any analysis explaining why the trial court should
have relied on them. Therefore, this argument is
inadequately briefed and waived. See Tex. R. App. P.
38.1(i); Fredonia State Bank, 881 S.W.2d at 284.
Chan argues that the trial court improperly

overruled his objections to the Changs affidavits
because the Changs are not competent to so testify. To
constitute competent summary-judgment evidence,
affidavits must be made on personal knowledge, set
forth facts as would be admissible in evidence, and
show affirmatively that the affiant is competent to
testify to matters stated therein. Tex. R. Civ. P.
166a(f). We have reviewed the affidavits. The trial
court could have reasonably concluded that they
satisfy all three rule 166a(f) requisites; therefore, the
trial court did not abuse its discretion by denying
Chans objection.
Chan argues that the trial court improperly

overruled his objections to the Changs affidavits
because the affidavits cannot readily be
A-10
controverted. In the context of rule of civil procedure
166a(c), could have been readily controverted means
the testimony at issue is of a nature that can be
effectively controverted by opposing evidence. Fort
Worth Star-Telegram v. Street, 61 S.W.3d 704, 710
(Tex. App.Fort Worth 2001, pet. denied). The trial
court did not abuse its discretion by denying Chans
objection on this ground because the testimony
contained in both affidavits is readily controvertible.23
Finally, Chan argues that the trial court erred in
finding that the WFFI admissions relied upon by
[him] do not constitute admissions of fact because
they [allegedly] are conclusions, opinion, or
statements of subjective intent.12 The trial court did
not abuse its discretion because it reasonably could
have concluded that it was improper to impute the
admissions of one party (a defaulting corporate
defendant) upon another (nondefaulting individual
defendants). See H.E. Butt Grocery Co. v. Sheppard,
137 S.W.2d 823, 824 (Tex. Civ. App.Austin 1940,
writ refd) (The general characteristics of a
corporation as a distinct entity separate and apart
from its stockholders, regardless of how and by whom
its stock is held, are well settled and uniformly
recognized.). We overrule Chans issue II-E.
D. Unpleaded Claims or Defenses
23 For example, Karen testified that she was the individual who
repeatedly requested Chan to return to the restaurant after he
left on his own volition and he repeatedly refused to return.
A-11
In issue II-A, Chan argues that the trial court
Sharpe and his law offices on any unpleaded claims
or defenses because [Chan] objected to the trying of
the same through summary judgment. The trial
court did not grant summary judgment on any
unpleaded claims or defenses. Chan alleged claims for
breach of fiduciary duty and civil conspiracy, Sharpe
and the law offices moved for summary judgment on
Chan controverted this testimony by arguing that he was

wrongfully terminated and told not to return to the restaurant.
12At some point, one of the three trial courts that handled this
case granted a motion that Chan filed after WFFI had defaulted
to deem certain allegations against WFFI true.
those claims, and the trial court properly granted
summary judgment on those claims. We overrule
Chans issue II-A.
E. Requested Relief
In issue II-F, Chan argues that the trial court

erred by granting Sharpe and his law offices more
relief than was requested in the summary-judgment
motion because the motion did not address or
properly address Chans claims for breach of
fiduciary duty and civil conspiracy. As explained
above, Sharpe and his law offices properly moved for
summary judgment on both claims. We overrule
Chans issue II-F.
A-12
F. Limitations
In issue II-D, Chan argues that the trial court

Sharpe and his law offices on the ground of
limitations. The trial court properly granted summary
judgment on grounds other than limitations, as
explained. Therefore, we overrule Chans issue II-D.
IV. SUMMARY JUDGMENT ISSUESTHE

CHANGS
A. Breach of Fiduciary Duty
In issues IX-D, IX-E, IX-F, IX-G, IX-H, and IX-

I, Chan argues that the trial court erred by granting
summary judgment in favor of the Changs on his
claim for breach of fiduciary duty. As the Changs
point out, Chan seeks to hold them personally liable
for certain corporate, contractual damagesunpaid
dividends, lost wages, lost benefits, and the value of
Chans initial capital contribution to WFFIthat are
plainly attributable to WFFI via a shareholder
agreement or the employment agreement that Chan
claims he had with WFFI. It is well established that a
shareholder is generally not liable for the obligations
of a corporation. See Tex. Bus. Orgs. Code Ann.
21.223(a) (West 2012). To pierce the corporate veil,
and thus disregard the corporate form, a plaintiff
must show that the shareholder used the corporation
to perpetrate an actual fraud . . . primarily for the
A-13
direct personal benefit of the shareholder. Id.
21.223(b); see Willis v. Donnelly, 199 S.W.3d 262,
27173 (Tex. 2006). Chan produced no
summaryjudgment evidence demonstrating that the
Changs perpetrated an actual fraud for their personal
benefit. His breach-of-fiduciary-duty claim is
therefore an impermissible attempt to pierce the
corporate veil, and the trial court properly granted
summary judgment in favor of the Changs on that
claim.24 We overrule Chans issues IX-D, IX-E, IX-F,
IX-G, IX-H, and IX-I.
B. Unpleaded Claims or Defenses
In issue IX-A, Chan argues that the trial court

erred by granting summary judgment in favor of the
Changs on any unpleaded claims or defenses because
[Chan] objected to the trying of the same through
summary judgment. The trial court did not grant
summary judgment on any unpleaded claims or
defenses. We overrule Chans issue IX-A.
24 Chan asserts several arguments attempting to demonstrate

that his claim for breach of fiduciary duty is not legally
foreclosed (issues IX-D, IX-E, IX-G, IX- H), but the arguments do
not somehow obviate business organizations code section
21.223(b)s essential requirement of actual fraud for purposes of
imposing personal liability. This includes Chans argument that
the Changs are liable as officers or directors of WFFI. See Sparks
v. Booth, 232 S.W.3d 853, 869 (Tex. App.Dallas 2007, no pet.)
([A]n individuals standing as an officer, director, or majority
shareholder of an entity alone is insufficient to support a finding
of alter ego.).
A-14
C. Judicial Notice and Objections
In issue IX-B, Chan argues that the trial court

erred by failing to take judicial notice of pertinent
adjudicative facts and by overruling [his] proper
objections to the Changs summary judgment motion.
The matters that Chan asked the trial court to take
judicial notice of are the same matters that he asked
the trial court to take judicial notice of in his response
to Sharpes motion for summary judgment and that
we set out above. Like we stated, Chan asserts no
argument explainingand we fail to seehow the
trial courts failure to take judicial notice of those
matters can be reversible error. See Tex. R. App. P.
44.1(a).
Chan argues that [t]he court erred in

overruling his objections because the Changs motion
makes or is based on multiple erroneous, false, and/or
unsubstantiated assertions, conclusions or
implications. Chan supports his argument with no
analysis or citation to any authority. Therefore, it is
waived as inadequately briefed. See Tex. R. App. P.
38.1(i); Fredonia State Bank, 881 S.W.2d at 284.
Chan also argues that the court erred by

considering evidence that contradicts any admissions
favorably supporting appellants claims or defenses.
Chan does not identify any admissions or include
any analysis explaining why the trial court should
have relied on them. Therefore, this argument is
inadequately briefed and waived. See Tex. R. App. P.
A-15
38.1(i); Fredonia State Bank, 881 S.W.2d at 284. We
overrule Chans issue IX-B.
D. Propriety of Summary-Judgment Motion
In issue IX-C, Chan argues that the trial court

erred by granting summary judgment in favor of the
Changs because their motion is legally insufficient
with respect to any claims or defenses where they
failed to state the specific challenged element as to
which there is no evidence and improper with
respect to any defensive elements where they have
the burden of proof at trial.
The Changs motion for summary judgment

complied with rule 166a(i) because it stated that Chan
had no evidence of any actual fraud committed by the
Changs. See Sanchez v. Mulvaney, 274 S.W.3d 708,
711 (Tex. App.San Antonio 2008, no pet.)
(construing motion in which movant argued that
there was no evidence of actual fraud for purposes of
piercing corporate veil as no-evidence motion for
summary judgment). We overrule Chans issue IX-C.
E. Requested Relief
In issue IX-J, Chan argues that the trial court

erred by granting the Changs more relief than
requested in their summary judgment motion. He
contends that the motion did not seek summary
judgment on numerous claims, including breach of
fiduciary duty, civil conversion, conspiracy, and
A-16
aiding and abetting. Each of Chans claims, however
identified, sought to impose personal liability upon
the Changs for obligations owed by WFFI; business
organizations code section 21.223(b) consequently
imposed a burden upon Chan to prove actual fraud.
See Tex. Bus. Orgs. Code Ann. 21.223(b). The
Changs summary-judgment motion unquestionably
put Chan to that burden, see Tex. R. Civ. P. 166a(i),
and he failed to respond with summary-judgment
evidence. Therefore, the trial court properly granted
summary judgment as to each of Chans claims
against the Changs and did not grant the Changs
more relief than they requested in their motion. See
Sanchez, 274 S.W.3d at 71112 (holding that trial
court properly granted no-evidence summary
judgment on claim seeking to impose personal
liability for obligation owed by limited liability
company because nonmovant produced no evidence of
actual fraud). We overrule Chans issue IX-J.
V. MOTIONS TO COMPEL AND PROTECTIVE

ORDER
In issues III, VI, VII, VIII, XII, and XIII, Chan

argues that the trial court erred (1) by denying
motions to compel in which he sought discovery
related to (i) his claim for breach of fiduciary duty
against Sharpe and his law offices, (ii) Sharpes net
worth, (iii) the Changs net worth, and (iv) Chans
TUFTA claims against both Sharpe and the Changs,
and (2) by granting Sharpe and his law offices a
protective order involving discovery materials related
A-17
to the law offices bank statements. None of the
information that Chan sought has any relevance to
the grounds upon which the trial court properly
granted summary judgment in favor of Appellees. In
other words, even if the trial court had abused its
discretion by denying the motions and granting the
protective order, the errors were harmless. See Tex.
R. App. P. 44.1(a). We overrule Chans issues III, VI,
VII, VIII, XII, and XIII.
VI. SEVERANCE AND ABATEMENT ISSUES
In issues IV, V, X, and XI, Chan argues that the

trial court erred by severing and abating his TUFTA
claims. A claim is properly severable if (1) the
controversy involves more than one cause of action, (2)
the severed claim is one that would be the proper
subject of a lawsuit if independently asserted, and (3)
the severed claim is not so interwoven with the
remaining action that they involve the same facts and
issues. Guaranty Fed. Sav. Bank v. Horseshoe
Operating Co., 793 S.W.2d 652, 658 (Tex. 1990); see
Tex. R. Civ. P. 41.
Chans TUFTA allegation stated,
Over three years have transpired since

defendants have been sued in this case
and/or were threatened with this suit
[T]he defendants have had motive,
sufficient means, opportunity and time to
A-18
engage in fraudulent conduct [] in violation
of TUFTA. Such conduct may include, but
is not limited to, transfer of their assets to
another for receipt of less than reasonably
equivalent value during a time of
insolvency or resulting in insolvency.
Chans TUFTA claims are not premised upon any of

the same facts underlying his other claims; he merely
speculates that Appellees have fraudulently
transferred assets on account of the passage of time.
All three severance factors are met; therefore, the
trial court did not abuse its discretion by severing
Chans TUFTA claims. See Guaranty Fed. Sav. Bank,
793 S.W.2d at 658. Further, the trial court could have
reasonably concluded that the parties should not have
to spend time and incur expenses conducting
discovery on claims that, as pleaded, appear to hinge
in part on a successful outcome on one or more of the
other claims. Thus, the trial court did not abuse its
discretion by also abating the TUFTA claims. See
Timon v. Dolan, 244 S.W.2d 985, 987 (Tex. Civ.
App.San Antonio 1951, no writ) (stating that a
court, in exercise of its sound discretion, may abate
an action for reasons of comity, convenience and
orderly procedure, and in the exercise of that
discretion may look to the practical results to be
obtained, dictated by a consideration of the inherent
interrelation of the subject matter of the two suits.).
We overrule Chans issues IV, V, X, and XI.
A-19
In issue XIV, Chan argues that the trial court
erred by severing his claims against WFFI from the
remainder of the suit. By severing Chans claims
against WFFI, the trial courts otherwise
interlocutory orders granting summary judgment in
favor of Appellees became final and, therefore,
appealable. This procedure is frequently utilized by
trial courts to manage dockets in multi-party
litigation. The trial court did not abuse its discretion
by severing Chans claims against WFFI, and we
overrule his issue XIV.
VII. MOTION FOR LEAVE
In issue XV, Chan argues that the trial court

erred by denying his motion for leave to supplement
his pleadingswhich he included in the motion for
new trial that he filed after the trial court had granted
summary judgment in favor of the Changsto
include facts about WFFIs closely-held corporation
status. 25 The trial court could have reasonably
concluded that the facts had no bearing on the
requirement that Chan prove actual fraud by the
Changs. If there was any error, it was harmless. See
Tex. R. App. P. 44.1(a). We overrule Chans issue XV.
25 The facts are that the Changs were signatories to WFFIs

1/2/90 buy-sell stock agreement and have known since then that
WFFI has only had five shareholders and that it has never been
listed on any stock exchange.
A-20
VIII. MOTION IN LIMINE
On August 4, 2014, Chan filed a withdrawal to

his stipulation to Item #3 in the courts January 22,
2013 limine order. In the motion for new trial that
Chan filed on August 22, 2013, he moved the court to
reconsider said [limine] order and to allow him to
withdraw his stipulation to Item #3 in the same. In
issue XVI, Chan argues that the trial court erred by
denying his motion to reconsider Item #3 in the
January 22, 2013 limine order.26 Once again, we fail
to see how a stipulation to an item contained in a
motion in limine pertaining to a jury trial that never
occurred has anything to do with the trial courts
grant of summary judgment in favor of the Changs. If
there was any error, it was harmless. See id. We
overrule Chans issue XVI.
IX. DISQUALIFICATION
In issue I, Chan argues that the trial court

erred by granting Sharpes and Sharpes law offices
motion to disqualify Chans counsel, Mayur Amin.
Sharpe moved to disqualify Amin because at a pretrial
conference, Amin advised the trial court that he
intended to offer into evidence at trial business record
affidavits that included letters and documents that he
26The stipulation involved the alleged fiduciary duty of any

individual shareholder of the corporate defendant to any other
shareholder.
A-21
had personally authored. Sharpe argued that by doing
so, Amin had injected himself as a material witness in
the case. See Tex. Disciplinary Rules Profl Conduct
R. 3.08(a), reprinted in Tex. Govt Code Ann., tit. 2,
subtit. G, app. A (West 2013) (Tex. State Bar R. art.
X, 9). However, Sharpe and his law offices expressly
predicated the motion to disqualify Amin on the
occurrence of a jury trial.16 But a jury trial never
occurred, and in light of our decision to affirm the trial
courts judgment in its entirety, this cause will not be
remanded to the trial court for further proceedings.
Therefore, if the trial court erred by granting the
motion to disqualify Amin, any error was harmless.
See Tex. R. App. P. 44.1(a). We overrule Chans issue
I.
X. CONCLUSION
Having overruled Chans thirty issues, we affirm the

trial courts judgment.
PER CURIAM
16 The motion stated,
If the Court is going to permit the use of the

Amin business records affidavit, correspondence
between Plaintiffs counsel and J. Shelby Sharpe,
and/or permit Plaintiffs counsel to testify on
matters other than as to attorneys fees, then the
Court should disqualify Plaintiffs counsel and this
case be continued until such time as Plaintiff has
had an opportunity to obtain other counsel.
A-22
[Emphasis added.]
Indeed, Amin represents Chan in this appeal, and no party has

challenged his authority to do so.
PANEL: MEIER, GARDNER, and GABRIEL, JJ.
DELIVERED: August 26, 2015
A-23
COURT OF APPEALS
NO. 02-14-00286-CV
Francis Wing-Sing Chan
v.
J. Shelby Sharpe and the Law Offices of J. Shelby

Sharpe, a Professional Corporation, and Karen
Chang and Henry Chang
From the 48th District Court of Tarrant County

(048243228-10)
August 26, 2015
Per Curiam
JUDGMENT
This court has considered the record on appeal

in this case and holds that there was no error in the
trial courts judgment. It is ordered that the judgment
of the trial court is affirmed.
It is further ordered that Appellant Francis

Wing-Sing Chan shall pay all costs of this appeal, for
which let execution issue.
A-24
SECOND DISTRICT COURT OF APPEALS
PER CURIAM
NO. 48-243228-10 IN THE 48th JUDICIAL

DISTRICT COURT TARRANT COUNTY,
TEXAS

Plaintiff
v.
WAN FU FOODS, INC., KAREN CHANG, HENRY

CHANG, J. SHELBY SHARPE, AND THE LAW
OFFICES OF J. SHELBY SHARPE, A
PROFESSIONAL CORPORATION,
Defendants
Order Granting Defendants Joint Motion to

Sever and Final Judgment
On July 24, 2014, came on to be heard

Defendants Joint Motion to Sever. The Court, having
considered such Motion and Plaintiffs response, and
having heard the arguments of counsel, finds that the
Motion should be granted and the following order
entered:
A-25
IT IS, THEREFORE, ORDERED that Plaintiffs
claims against Defendant Wan Fu Foods, Inc. are
severed from this cause and shall appear on the
docket of this court as Cause Number 48-273672-14,
styled Francis Wing-Sing Chan v. Wan Fu Foods, Inc.
IT IS FURTHER ORDERED that the clerk of this
Court shall make a new file for the severed suit,
including the following court papers from this suit:
(1) Plaintiffs Original Petition and Request for

Disclosure filed January 22, 2010;
(2) Order on Plaintiffs Motion to Disqualify

Opposing Counsel and on Opposing Counsels
Oral Motion to Withdraw as Counsel entered to
Withdraw as Counsel April 6, 2011 (actual date
on Order is
inadvertently shown as April 6, 2010);
(3) Order on Plaintiffs Motion to Compel WFFI to

Respond to Discovery Requests filed July 22, 2011;
(4) Plaintiffs Motion for Discovery Sanctions

Against
Wan Fu Foods, Inc. (August 29, 2011);
(5) Order on Plaintiffs Motion for Discovery

Sanctions Against Wan Fu Foods, Inc. entered
September 16, 2011;
(6) Order entered September 23, 2011;
A-26
(7) Defendants Joint Motion to Sever (June 26,
2014);
(8) Order Denying Plaintiffs Response and

Objections to Defendants Joint Motion to Sever
and Plaintiffs
Motion to Reconsider June 17, 2014, Order of
Disqualification entered July 25, 2014;
(9) Order Granting Defendants Joint Motion to

Sever and Final Judgment entered August 12,
2014; and
(10) Docket Sheet itemizing the foregoing items.
IT IS FINALLY ORDERED, ADJUDGED AND

DECREED that with this severance, the June 17,
2014 Order Granting No-Evidence Motion for
Summary Judgment (Chang) granting the Chang
Defendants summary judgment, and the June 17,
2014 Order Re: Defendants J. Shelby Sharpe and The
Law Offices of J. Shelby Sharpes Third No-Evidence
Motion for Summary Judgment and Fourth Motion
for Traditional Summary Judgment granting the
Sharpe Defendants summary judgment, are now final
Orders, and all relief not granted is hereby denied,
with the costs of court being taxed against the party
incurring same.
SIGNED this 12th day of August, 2014.
/s/ David L. Evans

A-27
The Honorable David L. Evans
Judge Presiding
NO. 48-243228-10 IN THE 48th JUDICIAL

DISTRICT COURT TARRANT COUNTY,
TEXAS

Plaintiff
v.
WAN FU FOODS, INC., KAREN CHANG, HENRY

CHANG, J. SHELBY SHARPE, AND THE LAW
OFFICES OF J. SHELBY SHARPE, A
PROFESSIONAL CORPORATION,
Defendants
A-28
ORDER RE: DEFENDANTS J. SHELBY
SHARPE AND THE LAW.OFFICES OF J.
SHELBY SIIARPE'S FOURTH MOTION TO
DISQUALIFY PLAINTIFFS COUNSEL
On the 11th day of June 2014 came on to be

considered Defendants J. Shelby Sharpe and The Law
Offices of J. Shelby Sharpe's Fourth Motion to
Disqualify Plaintiff's Counsel, filed April 29, 2014.
The Court, after having considered the motion,

the evidence, and the arguments of Counsel, has
determined the motion should be Granted.
IT IS THEREFORE ORDERED that

Defendants J. Shelby Sharpe and The Law Offices of
J. Shelby Sharpe's Fourth Motion to Disqualify
Plaintiff's Counsel, filed April 29, 2014 is GRANTED.
SIGNED this 17th day of June 2014.
/s/ David L. Evans

David L. Evans, Judge Presiding
A-29
COURT OF APPEALS
NO. 02-14-00286-CV
v.


(048243228-10)
ORDER ------------
We have considered Appellants Motion for En

Banc Reconsideration. It is the opinion of the court
that the motion for reconsideration en banc should be
and is hereby denied and that the opinion and
judgment of August 26, 2015 stand unchanged. The
clerk of this court is directed to transmit a copy of the
order to the attorneys of record.
DATED October 1, 2015.
PER CURIAM
EN BANC
A-30
COURT OF APPEALS
NO. 02-14-00286-CV
v.


(048243228-10)
ORDER ------------
We have considered Appellant's Motion for

Rehearing. It is the opinion of the court that the
motion for rehearing should be and is hereby denied
and that the opinion and judgment of August 26, 2015
stand unchanged. The clerk of this court is directed to
transmit a copy of the order to the attorneys of record.
DATED September 17, 2015.
PER CURIAM
PANEL: MEIER, GARDNER, and GABRIEL, JJ.
A-31
BUSINESS AND COMMERCE CODE
TITLE 3. INSOLVENCY, FRAUDULENT
TRANSFERS, AND FRAUD
CHAPTER 24. UNIFORM FRAUDULENT
TRANSFER ACT
Sec. 24.001. SHORT TITLE. This chapter may be

cited as the Uniform Fraudulent Transfer Act.
Amended by Acts 1987, 70th Leg., ch. 1004, Sec. 1, eff.

Sept. 1, 1987.
Sec. 24. 002. DEFINITIONS. In this chapter:
(1) "Affiliate" means:
(A) a person who directly or indirectly owns,

controls, or holds with power to vote, 20 percent or
more of the outstanding voting securities of the
debtor, other than a person who holds the securities:
(i) as a fiduciary or agent without sole

discretionary power to vote the securities; or
(ii) solely to secure a debt, if the person

has not exercised the power to vote;
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(B) a corporation 20 percent or more of whose
outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote, by the
debtor or a person who directly or indirectly owns,
controls, or holds, with power to vote, 20 percent or
more of the outstanding voting securities of the
debtor, other than a person who holds the securities:
(i) as a fiduciary or agent without sole

power to vote the securities; or
(ii) solely to secure a debt, if the person

has not in fact exercised the power to vote;
(C) a person whose business is operated by the

debtor under a lease or other agreement, or a person
substantially all of whose assets are controlled by the
debtor; or
(D) a person who operates the debtor's business

under a lease or other agreement or controls
substantially all of the debtor's assets.
(2) "Asset" means property of a debtor, but the term

does not include:
(A) property to the extent it is encumbered by a

valid lien;
(B) property to the extent it is generally exempt

under nonbankruptcy law; or
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(C) an interest in property held in tenancy by the
entireties to the extent it is not subject to process by
a creditor holding a claim against only one tenant,
under the law of another jurisdiction.
(3) "Claim" means a right to payment or property,

whether or not the right is reduced to judgment,
liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal,
equitable, secured, or unsecured.
(4) "Creditor" means a person, including a spouse,

minor, person entitled to receive court or
administratively ordered child support for the
benefit of a child, or ward, who has a claim.
(5) "Debt" means a liability on a claim.
(6) "Debtor" means a person who is liable on a claim.
(7) "Insider" includes:
(A) if the debtor is an individual:

(i) a relative of the debtor or of a general
partner of the debtor;
(ii) a partnership in which the debtor is a
general partner;
(iii) a general partner in a partnership
described in Subparagraph (ii) of this
paragraph; or
(iv) a corporation of which the debtor is a
director, officer, or person in control;
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(B) if the debtor is a corporation:
(i) a director of the debtor;
(ii) an officer of the debtor;
(iii) a person in control of the debtor;
(iv) a partnership in which the debtor is a
general partner;
(v) a general partner in a partnership
described in Subparagraph (iv) of this
paragraph; or
(vi) a relative of a general partner, director,
officer, or person in control of the debtor;
(C) if the debtor is a partnership:
(i) a general partner in the debtor;

(ii) a relative of a general partner in, a general
partner of, or a person in control of the
debtor; (iii) another partnership in which
the debtor is a general partner;
(iv) a general partner in a partnership
described in Subparagraph (iii) of this
paragraph; or
(v) a person in control of the debtor;
(D) an affiliate, or an insider of an affiliate as if the

affiliate were the debtor; and
(E) a managing agent of the debtor.
(8) "Lien" means a charge against or an interest in

property to secure payment of a debt or performance
A-35
of an obligation, and includes a security interest
created by agreement, a judicial lien obtained by legal
or equitable process or proceedings, a common-law
lien, or a statutory lien.
(9) "Person" means an individual, partnership,

corporation, association, organization, government or
governmental subdivision or agency, business trust,
estate, trust, or any other legal or commercial entity.
(10) "Property" means anything that may be the

subject of ownership.
(11) "Relative" means an individual related by

consanguinity within the third degree as determined
by the common law, a spouse, or an individual related
to a spouse within the third degree as so determined,
and includes an individual in an adoptive relationship
within the third degree.
(12) "Transfer" means every mode, direct or

indirect, absolute or conditional, voluntary or
involuntary, of disposing of or parting with an asset
or an interest in an asset, and includes payment of
money, release, lease, and creation of a lien or other
encumbrance. The term does not include a transfer
under a disclaimer filed under Chapter 240, Property
Code.
(13) "Valid lien" means a lien that is effective

against the holder of a judicial lien subsequently
obtained by legal or equitable process or proceedings.
A-36
Sept. 1, 1987; Acts 1993, 73rd Leg., ch. 846, Sec. 2, eff.
Sept. 1, 1993; Acts 1997, 75th Leg., ch. 911, Sec. 95,
eff. Sept. 1, 1997.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 562 (H.B. 2428), Sec.
1, eff. September 1, 2015.
Sec. 24.003. INSOLVENCY.
(a) A debtor is insolvent if the sum of the debtor's

debts is greater than all of the debtor's assets at a
fair valuation.
(b) A debtor who is generally not paying the debtor's

debts as they become due is presumed to be
insolvent.
(c) Repealed by Acts 2013, 83rd Leg., R.S., Ch. 9, Sec.

11, eff. September 1, 2013.
(d) Assets under this section do not include property

that has been transferred, concealed, or removed
with intent to hinder, delay, or defraud creditors
or that has been transferred in a manner making
the transfer voidable under this chapter.
A-37
(e) Debts under this section do not include an
obligation to the extent it is secured by a valid lien
on property of the debtor not included as an asset.

Sept. 1, 1993.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 11,
eff. September 1, 2013.
Sec. 24.004. VALUE.
(a) Value is given for a transfer or an obligation if,

in exchange for the transfer or obligation, property is
transferred or an antecedent debt is secured or
satisfied, but value does not include an unperformed
promise made otherwise than in the ordinary course
of the promisor's business to furnish support to the
debtor or another person.
(b) For the purposes of Sections 24.005(a)(2) and

24.006 of this code, a person gives a reasonably
equivalent value if the person acquires an interest of
the debtor in an asset pursuant to a regularly
conducted, noncollusive foreclosure sale or execution
of a power of sale for the acquisition or disposition of
the interest of the debtor upon default under a
mortgage, deed of trust, or security agreement.
A-38
(c) A transfer is made for present value if the
exchange between the debtor and the transferee is
intended by them to be contemporaneous and is in
fact substantially contemporaneous.
(d) "Reasonably equivalent value" includes

without limitation, a transfer or obligation that is
within the range of values for which the transferor
would have sold the assets in an arm's length
transaction.

Sept. 1, 1993.
Sec. 24.005. TRANSFERS FRAUDULENT AS TO

PRESENT AND FUTURE CREDITORS.
(a) A transfer made or obligation incurred by a

debtor is fraudulent as to a creditor, whether the
creditor's claim arose before or within a reasonable
time after the transfer was made or the obligation
was incurred, if the debtor made the transfer or
incurred the obligation:
(1) with actual intent to hinder, delay, or

defraud any creditor of the debtor; or
A-39
(2) without receiving a reasonably equivalent
value in exchange for the transfer or
obligation, and the debtor:
(A) was engaged or was about to engage in a

business or a transaction for which the
remaining assets of the debtor were
unreasonably small in relation to the business
or transaction; or
(B) intended to incur, or believed or

reasonably should have believed that the
debtor would incur, debts beyond the debtor's
ability to pay as they became due.
(b) In determining actual intent under Subsection

(a)(1) of this section, consideration may be given,
among other factors, to whether:
(1) the transfer or obligation was to an insider;
(2) the debtor retained possession or control of the

property transferred after the transfer;
(3) the transfer or obligation was concealed;
(4) before the transfer was made or obligation was

incurred, the debtor had been sued or threatened
with suit;
A-40
(5) the transfer was of substantially all the debtor's
assets;
(6) the debtor absconded;
(7) the debtor removed or concealed assets;
(8) the value of the consideration received by the

debtor was reasonably equivalent to the value of
the asset transferred or the amount of the
obligation incurred;
(9) the debtor was insolvent or became insolvent

shortly after the transfer was made or the
obligation was incurred;
(10)the transfer occurred shortly before or shortly

after a substantial debt was incurred; and
(11)the debtor transferred the essential assets of the

business to a lienor who transferred the assets to
an insider of the debtor.

Sept. 1, 1987; Acts 1993, 73rd Leg., ch. 570, Sec. 10,
eff. Sept. 1, 1993.
Sec. 24.006. TRANSFERS FRAUDULENT AS TO

PRESENT CREDITORS.
A-41
(a) A transfer made or obligation incurred by a
debtor is fraudulent as to a creditor whose claim arose
before the transfer was made or the obligation was
incurred if the debtor made the transfer or incurred
the obligation without receiving a reasonably
equivalent value in exchange for the transfer or
obligation and the debtor was insolvent at that time
or the debtor became insolvent as a result of the
transfer or obligation.
(b) A transfer made by a debtor is fraudulent as to

a creditor whose claim arose before the transfer was
made if the transfer was made to an insider for an
antecedent debt, the debtor was insolvent at that
time, and the insider had reasonable cause to believe
that the debtor was insolvent.

Sept. 1, 1987.
Sec. 24.007. WHEN TRANSFER IS MADE OR

OBLIGATION IS INCURRED. For the purposes of
this chapter:
(1) a transfer is made:
(A) with respect to an asset that is real

property other than a fixture, but including the
interest of a seller or purchaser under a
contract for the sale of the asset, when the
A-42
transfer is so far perfected that a good faith
purchaser of the asset from the debtor against
whom applicable law permits the transfer to be
perfected cannot acquire an interest in the
asset that is superior to the interest of the
transferee; and
(B) with respect to an asset that is not real

property or that is a fixture, when the transfer
is so far perfected that a creditor on a simple
contract cannot acquire a judicial lien
otherwise than under this chapter that is
superior to the interest of the transferee;
(2) if applicable law permits the transfer to be

perfected as provided in Subdivision (1) of this
section and the transfer is not so perfected before
the commencement of an action for relief under
this chapter, the transfer is deemed made
immediately
before the commencement of the action;
(3) if applicable law does not permit the transfer to

be perfected as provided in Subdivision (1) of this
section, the transfer is made when it becomes
effective between the debtor and the transferee;
(4) a transfer is not made until the debtor has

acquired rights in the asset transferred; and
(5) an obligation is incurred:
A-43
(A) if oral, when it becomes effective
between the parties; or
(B) if evidenced by a writing, when the

writing executed by the obligor is delivered to
or for the benefit of the obligee.

Sept. 1, 1987.
Sec. 24.008. REMEDIES OF CREDITORS.
(a) In an action for relief against a transfer or

obligation under this chapter, a creditor, subject to
the limitations in Section 24.009 of this code, may
obtain:
(1) avoidance of the transfer or obligation to the

extent necessary to satisfy the creditor's claim;
(2) an attachment or other provisional remedy

against the asset transferred or other property of the
transferee in accordance with the applicable Texas
Rules of Civil Procedure and the Civil Practice and
Remedies Code relating to ancillary proceedings; or
(3) subject to applicable principles of equity and in

accordance with applicable rules of civil procedure:
A-44
(A) an injunction against further disposition
by the debtor or a transferee, or both, of the
asset transferred or of other property;
(B) appointment of a receiver to take charge

of the asset transferred or of other property of
the transferee; or
(C) any other relief the circumstances may

require.
(b) If a creditor has obtained a judgment on a claim

against the debtor, the creditor, if the court so orders,
may levy execution on the asset transferred or its
proceeds.

Sept. 1, 1987.
Sec. 24.009. DEFENSES, LIABILITY, AND

PROTECTION OF TRANSFEREE.
(a) A transfer or obligation is not voidable under

Section 24.005(a)(1) of this code against a person who
took in good faith and for a reasonably equivalent
value or against any subsequent transferee or obligee.
(b) Except as otherwise provided in this section, to
the extent a transfer is voidable in an action by a
creditor under Section 24.008(a)(1) of this code, the
creditor may recover judgment for the value of the
A-45
asset transferred, as adjusted under Subsection (c) of
this section, or the amount necessary to satisfy the
creditor's claim, whichever is less. The judgment may
be entered against:
(1) the first transferee of the asset or the

person for whose benefit the transfer was
made; or
(2) any subsequent transferee other than a

good faith transferee who took for value or from
any subsequent transferee.
(c)(1) Except as provided by Subdivision (2) of this

subsection, if the judgment under Subsection (b) of
this section is based upon the value of the asset
transferred, the judgment must be for an amount
equal to the value of the asset at the time of the
transfer, subject to adjustment as the equities may
require.
(2) The value of the asset transferred is not to be

adjusted to include the value of improvements made
by a good faith transferee, including:
(A) physical additions or changes to the asset

transferred;
(B) repairs to the asset;
(C) payment of any tax on the asset;
(D) payment of any debt secured by a lien on
the asset that is superior or equal to the
A-46
rights of a voiding creditor under this
chapter; and (E) preservation of the asset.
(d)(1) Notwithstanding voidability of a transfer or an

obligation under this chapter, a good faith transferee
or obligee is entitled, at the transferee's or obligee's
election, to the extent of the value given the debtor for
the transfer or obligation, to:
(A) a lien, prior to the rights of a voiding

creditor under this chapter, or a right to retain
any interest in the asset transferred; (B)
enforcement of any obligation incurred; or (C)
a reduction in the amount of the liability on the
judgment.
(2) Notwithstanding voidability of a transfer under

this chapter, to the extent of the value of any
improvements made by a good faith transferee, the
good faith transferee is entitled to a lien on the asset
transferred prior to the rights of a voiding creditor
under this chapter
(e) A transfer is not voidable under Section

24.005(a)(2) or Section 24.006 of this code if the
transfer results from:
(1) termination of a lease upon default by

the debtor when the termination is pursuant to
the lease and applicable law; or
A-47
(2) enforcement of a security interest in
compliance with Chapter 9 of this code.
(f) A transfer is not voidable under Section

24.006(b) of this code:
(1) to the extent the insider gave new value

to or for the benefit of the debtor after the
transfer was made unless the new value was
secured by a valid lien;
(2) if made in the ordinary course of
business or financial affairs of the debtor and
the insider; or
(3) if made pursuant to a good-faith effort to

rehabilitate the debtor and the transfer
secured present value given for that purpose as
well as an antecedent debt of the debtor.

eff. Sept. 1, 1993.
Sec. 24.010. EXTINGUISHMENT OF CAUSE OF

ACTION.
(a) Except as provided by Subsection (b) of this

section, a cause of action with respect to a fraudulent
transfer or obligation under this chapter is
extinguished unless action is brought:
A-48
(1) under Section 24.005(a)(1) of this code,
within four years after the transfer was
made or the obligation was incurred or, if
later, within one year after the transfer or
obligation was or could reasonably have
been discovered by the claimant;
(2) under Section 24.005(a)(2) or 24.006(a) of

this code, within four years after the
transfer
was made or the obligation was incurred; or
(3) under Section 24.006(b) of this code, within

one year after the transfer was made.
(b) A cause of action on behalf of a spouse, minor,

or ward with respect to a fraudulent transfer or
obligation under this chapter is extinguished unless
the action is brought:
(1) under Section 24.005(a) or 24.006(a) of this

code, within two years after the cause of
action accrues, or if later, within one year
after the transfer or obligation was or could
reasonably have been discovered by the
claimant; or
(2) under Section 24.006(b) of this code within

one year after the date the transfer was
made.
A-49
(c) If a creditor entitled to bring an action under
this chapter is under a legal disability when a time
period prescribed by this section starts, the time of
the disability is not included in the period. A
disability that arises after the period starts does not
suspend the running of the period. A creditor may not
tack one legal disability to another to extend the
period. For the purposes of this subsection, a creditor
is under a legal disability if the creditor is:
(1) younger than 18 years of age, regardless of

whether the person is married; or
(2) of unsound mind.

eff. Sept. 1, 1993.
Sec. 24.011. SUPPLEMENTARY PROVISIONS.
Unless displaced by the provisions of this chapter, the

principles of law and equity, including the law
merchant and the law relating to principal and agent,
estoppel, laches, fraud, misrepresentation, duress,
coercion, mistake, insolvency, or other validating or
invalidating cause, supplement its provisions.

Sept. 1, 1987.
A-50
Sec. 24.012. UNIFORMITY OF APPLICATION AND
CONSTRUCTION.
This chapter shall be applied and construed to

effectuate its general purpose to make uniform the
law with respect to the subject of this chapter among
states enacting it.

Sept. 1, 1987.
Sec. 24.013. COSTS.
In any proceeding under this chapter, the court may

award costs and reasonable attorney's fees as are
equitable and just.
Added by Acts 2003, 78th Leg., ch. 420, Sec. 1, eff.

Sept. 1, 2003.
A-51
Texas Statutes Business Organizations Code
Title 2. Corporations Chapter 21. For-Profit
Corporations
Subchapter E. Shareholder Rights and

Restrictions
21.223. Limitation of Liability for Obligations
(a) A holder of shares, an owner of any beneficial

interest in shares, or a subscriber for shares whose
subscription has been accepted, or any affiliate of such
a holder, owner, or subscriber or of the corporation,
may not be held liable to the corporation or its obliges
with respect to:
(1) the shares, other than the obligation to pay to

the corporation the full amount of consideration, fixed
in compliance with Sections 21.157-21.162, for which
the shares were or are to be issued;
(2) any contractual obligation of the corporation or

any matter relating to or arising from the obligation
on the basis that the holder, beneficial owner,
subscriber, or affiliate is or was the alter ego of the
corporation or on the basis of actual or constructive
fraud, a sham to perpetrate a fraud, or other similar
theory; or
A-52
(3) any obligation of the corporation on the basis of
the failure of the corporation to observe any corporate
formality, including the failure to:
(A) comply with this code or the certificate of
formation or bylaws of the corporation;
or
(B) observe any requirement prescribed by this code

or the certificate of formation or bylaws of the
corporation for acts to be taken by the
corporation or its directors or shareholders.
(b) Subsection (a)(2) does not prevent or limit the

liability of a holder, beneficial owner, subscriber, or
affiliate if the obligee demonstrates that the holder,
beneficial owner, subscriber, or affiliate caused the
corporation to be used for the purpose of perpetrating
and did perpetrate an actual fraud on the obligee
primarily for the direct personal benefit of the holder,
beneficial owner, subscriber, or affiliate.
21.224. Preemption of Liability
The liability of a holder, beneficial owner, or

subscriber of shares of a corporation, or any affiliate
of such a holder, owner, or subscriber or of the
corporation, for an obligation that is limited by
Section 21.223 is exclusive and preempts any other
A-53
liability imposed for that obligation under common
law or otherwise.
Texas Statutes Business Organizations Code

Title 2. Corporations Chapter 21. For-Profit
Corporations Subchapter L. Derivative
Proceedings
21.563. Closely Held Corporation
(a) In this section, "closely held corporation" means a

corporation that has:
(1) fewer than 35 shareholders; and
(2) no shares listed on a national securities exchange

or regularly quoted in an over-the-counter market
by one or more members of a national securities
association.
(b) Sections 21.552-21.559 do not apply to a closely

held corporation.
(c) If justice requires:
(1) a derivative proceeding brought by a

shareholder of a closely held corporation may be
treated by a court as a direct action brought by the
shareholder for the shareholder's own benefit; and
A-54
(2) a recovery in a direct or derivative proceeding
by a shareholder may be paid directly to the plaintiff
or to the corporation if necessary to protect the
interests of creditors or other shareholders of the
corporation. 10/20/2015 8:25:51 AM tex-7444817
SUPREME COURT OF TEXAS
BLAKE A. HAWTHORNE, CLERK
Case No. 15-0812 IN THE SUPREME COURT

OF TEXAS
FRANCIS W.S. CHAN,

Petitioner,
v.

CHANG & THE LAW OFFICES OF J. SHELBY
Respondents.
On Petition for Review from the Second Court of

Appeals, Fort Worth, Texas, No. 02-14-00286-CV
(48TH District Court of Tarrant County, Texas, No.
48-243228-10)
A-55
PETITION FOR REVIEW27
******
IDENTITY OF PARTIES & COUNSEL
Plaintiff,
Appellant,
Petitioner: Mr. Francis W. S. Chan
Represented by:
Mayur Amin
TX Bar No. 00790227
The Amin Law Firm
2131 N. Collins- Suite 433-610
Arlington, Texas 76011
Ph. 817-253-6711
Fax 1-888-580-6175
Email: amin@theaminlawfirm.com
Trial and Appellate Counsel
Defendants,
Appellees,
Respondents: Mr. James Shelby Sharpe &
The Law Office of J. Shelby
Sharpe, A Professional
Corporation
27Only selected portions of the petition for review that was filed
with the Supreme Court of Texas are included here as per
Supreme Court Rule 14.1(g)(i)
A-56
Represented by:
John W. Proctor
TX Bar No. 16347300
Brown Dean Wiseman Proctor Hart & Howell
306 W. 7th Street, Suite 200
Fort Worth, Texas 76102
Ph. 817-332-1391
Fax 817-870-2427
Email: jproctor@browndean.com
Defendants,
Appellees,
Respondents: Mr. Henry Chang &
Mrs. Karen Chang
Represented by:
Marshall M. Searcy, Jr. TX

Bar No. 17955500
Kelly Hart & Hallman, L.L.P.
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Ph. 817-332-2500
Fax 817-878-9280
Email: marshall.searcy@kellyhart.com
A-57
******
ISSUES PRESENTED
The Due Process clauses of both the Texas and

United States Constitutions entitle a person to an
impartial and disinterested tribunal in civil cases.
This neutrality requirement in adjudicative
proceedings safeguards two central concerns. First, it
prevents an unjustified or mistaken deprivation of
property. Second, it promotes participation and
dialogue by litigants in the decision making process.
Did the court of appeals (COA) violate Chans
fundamental rights by rendering a take-nothing
judgment supported by an opinion that (I) repeatedly
transgresses the applicable standard of review, (II)
contains numerous false assertions or implications
about Chans case, (III) prejudicially omits more than
a dozen of Chans arguments, (IV) time and again
turns a blind eye to Chans evidence, (V) conflicts with
precedent set by many Texas Supreme Court and
other appellate cases, (VI) construes statutes in a
distorted fashion, and (VII) contains several other
errors, omissions or irregularities?
******
SUMMARY OF THE ARGUMENT
The Due Process clauses of both the Texas and

United States Constitutions entitle a person to an
A-58
impartial and disinterested tribunal in civil cases.
The court of appeals unjustifiably deprived Chan of
his property because, while affirming take-nothing
summary judgment in favor of Respondents, it issued
a twenty (20) page supporting opinion that contains
over forty (40) errors, omissions or distorted
conceptions of the facts or the law. This conduct is so
obviously wrong that only a plainly incompetent
judiciary or one which was knowingly violating the
law would have done such a thing. 28 Judicial
decisions rendered under circumstances that suggest
bias, prejudice, or favoritism should not be allowed to
stand unchanged because they undermine the
integrity of the courts and thwart the principles on
which the justice system is based.
******
28 Malley, 475 U.S. at 341-43; Lassiter, 28 F.3d at 1151.

A-59
PRO SE PETITIONERS DISCLOSURE
STATEMENT TO THE COURT
Francis W.S. Chan hereby discloses to the

Court that his trial and appellate counsel at the State
court level, Mayur Harshad Amin [Texas State Bar #
00790227], drafted this petition for writ of certiorari.
The petition was drafted on a pro bono basis. As
shown below, Mr. Amin has a certificate of good
standing from the Supreme Court of Texas. However,
it appears that despite his best efforts, he was unable
to secure two sponsors that would support his
application for admission to this Courts bar.
To insure receipt of important information from the

Court, I have opted to use Mr. Amins physical and
email addresses as my contact information for the
purposes of this case. However, the phone number
listed below is my home telephone number.
Dated: 2/12/16 /s/ Francis W.S. Chan

Francis W.S. Chan
2131 N. Collins
Ste. 433-610
817-299-9620 Email:
Petitioner-Pro Se
A-60
The Supreme Court of Texas
AUSTIN
CLERK'S OFFICE
I, BLAKE HAWTHORNE, Clerk of the Supreme

Court of Texas, certify that the records of this office
show that Mayur Harshad Amin was duly admitted
and licensed as an attorney and counselor at law by
the Supreme Court of Texas on the 4th day of
November, 1994. I further certify that the records of
this office show that, as of this date Mayur Harshad
Amin is presently enrolled with the State Bar of
Texas as an active member in good standing.
IN TESTIMONY WHEREOF witness my hand and

the seal of the Supreme Court of Texas at the City of
Austin, this, the 19th day of January, 2016.
BLAKE HAWTHORNE, Clerk
by /s/ Blanca E. Valdez

Blanca E. Valdez, Deputy Clerk
No. 011916AA
This certification expires thirty days from this date,

unless sooner revoked or rendered invalid by
operation of rule or law.
A-61

Petition For Writ of Certiorari To The United States Supreme Court by Attorney Mayur Amin

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Petition For Writ of Certiorari To The United States Supreme Court by Attorney Mayur Amin

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No.

FRANCIS W.S. CHAN,

J. SHELBY SHARPE, HENRY CHANG, KAREN

Francis W.S. Chan

1. The Due Process clause of the United States

2. Whether over forty errors, omissions, or distorted

3. Whether a published appellate opinion containing

that suggest bias, prejudice or favoritism should

QUESTIONS PRESENTED ....................................... i

OPINIONS BELOW ................................................. 1

STATEMENT OF THE CASE ................................. 8

I. Nature of the Case ... 8

REASONS FOR GRANTING THE WRIT............... 17

I. On the first seven pages of its opinion alone, the

seven times to cast doubt on Chans case where no

III. The COA repeatedly relied only on

IV. It was disingenuous for the COA to repeatedly

APPENDIX ............................................ A-1 thru A-59

Order of the Supreme Court of Texas

Opinion of the Fort Worth Court of Appeals,

Judgment by the Fort Worth Court of Appeals,

Order of Final Judgment by the 48th District Court,

Order of the 48th District Court Granting Sharpes

Order of the Fort Worth Court of Appeals denying

Dated October 1, 2015 .......................................... A-29

Chapter 24 of the Texas Business and Commerce

Section 21.223 of the Texas Business Organizations

Section 21.224 of the Texas Business Organizations

Section 21.563 of the Texas Business Organizations

Selected Portions of Chans Petition for Review filed

Pro-se Petitioners Disclosure Statement to the

Lassiter v. Alabama A & M Univ.,

475 U.S. 335 (1986) .............................................. 16

Marshall v. Jerrico, Inc.,

Chan v. Sharpe et al., No.02-14-00286-CV

Dallas Fire Insurance Co. v. Texas Contractors

Estate of Arlitt v. Paterson,

Goodyear Tire & Rubber Co. v. Mayes,

G.R.A.V.I.T.Y Enters. v. Reece Supply Co.,

Horizon/CMS Healthcare Corp. v. Auld,

James v. Comm'n for Lawyer Discipline,

K & G Tool & Serv. Co. v. G & G Fishing Tool Serv.,

Kinzbach Tool Co. v. Corbett-Wallace Corp.,

Nixon v. Mr. Prop. Mgmt. Co.,

Stonewall Surplus Lines Ins. Co. v. Drabek,

Wolfe v. Devon Energy Prod. Co., LP,

Yeaman v. Galveston City Co.,

U.S. Const. amend. XIV ........................................ 2

28 U.S.C. 1257(a) ........................................... 1-2, 17

Sup. Ct. R. 10(c) ................................................... 3, 17

Tex. Bus. & Com. Code 24.001 et seq.

Tex. Bus. Orgs. Code 21.223 ........................4, 30-32

Tex. Bus. Orgs. Code 21.224 ........................4, 30-32

Tex. Bus. Orgs. Code 21.563(c)(2) ...................... 4, 23

Tex. R. Civ. P. 47(a) ............................................. 4, 29

Tex. R. Civ. P. 93.. . 4, 5, 23

Tex. R. Civ. P. 166a(c) ..... 4, 24

Tex. R. Civ. P. 166a(f) .......................................... 4, 28

Tex. R. Civ. P. 166a(i) ....................................4, 30, 31

Tex. R. Evid. 601(a) .............................................. 7, 27

1. Mr. Sharpe refers to Respondent James

2. Sharpe refers to Respondents James Shelby

3. WFFI refers to the corporate defendant, Wan