James Poe and Senior Retirement Planners, LLC v. Eduardo S. Espinosa in His Capacity as Receiver of Retirement Value, LLC
03-14-00518-CV
| Tex. App. | Mar 11, 2015Background
- Receiver Eduardo Espinosa was appointed for Retirement Value, LLC (RV) after the State sued for securities violations; RV had participant loans (~$77M), life policies (face ~$130M), and cash (~$29M) at receivership.
- Espinosa sued many parties (including James Defendants and licensee/agent James Poe) for return of investor funds and commissions, alleging joint-and‑several liability and TUFTA fraudulent transfers; Poe solicited investors and received $485,564.13 in commissions.
- The James Defendants paid Espinosa an unallocated $5.5 million settlement and were released by a broad release that did not allocate the payment among claims.
- The trial court granted partial summary judgment for the Receiver on Poe’s TUFTA liability (adjudicating Poe liable for $485,564.13), denied Poe’s motion for a settlement credit based on the James settlement, and entered judgment against Poe and SRP (including attorney’s fees).
- Appellants’ brief argues (1) the one‑satisfaction rule required full credit for the $5.5M unallocated settlement—enough to extinguish Poe’s liability—and (2) the summary‑judgment evidence on TUFTA (solvency, value, creditor status, intent, reasonably equivalent value) was legally insufficient or inadmissible and genuine fact issues existed.
Issues
| Issue | Plaintiff's Argument (Espinosa) | Defendant's Argument (Poe) | Held (trial court) |
|---|---|---|---|
| Applicability of one‑satisfaction/settlement credit | Receiver contends settlement with James Defendants did not allocate amounts to damages jointly owed with Poe, so no full credit required | Poe: unallocated $5.5M settlement covers his adjudicated $485k liability; plaintiff bore burden to allocate within the settlement | Trial court denied Poe a settlement credit and entered judgment against Poe |
| Admissibility/weight of Receiver’s valuation and expert evidence | Espinosa relied on affidavits/reports (Lewis & Ellis; Burchett) valuing assets and liabilities to show insolvency | Poe: affidavits lack expert qualifications, are conclusory, apply inconsistent discounting (big discounts to assets but none to liabilities), and are unreliable | Trial court overruled Poe’s evidentiary objections and considered the evidence on summary judgment |
| TUFTA standing/creditor status | Espinosa treated participants as creditors and sued under TUFTA to recover transfers made to licensees | Poe: participants had no matured claims when commissions were paid (claims arise at policy maturity), so TUFTA’s "creditor/claim" timing element fails and Receiver lacks standing to recover investor money as corporate asset | Trial court granted partial summary judgment for Receiver under TUFTA against Poe |
| Insolvency / reasonably equivalent value / intent under TUFTA | Espinosa argued transfers rendered RV insolvent and lacked reasonably equivalent value (and alternatively alleged Ponzi‑type conduct) | Poe: genuine issues exist—RV had cash and policies to fund plan, expert admitted failing to discount liabilities, commissions were customary and provided value, and participants’ claims were not yet matured; no admissible proof of actual intent to defraud | Trial court concluded for Receiver on TUFTA liability; Poe contends this was erroneous and that fact issues barred summary judgment |
Key Cases Cited
- Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378 (Tex. 2000) (one‑satisfaction rule and allocation of settlements)
- Mobil Oil Corp. v. Ellender, 968 S.W.2d 917 (Tex. 1998) (burden shifting and proof required to obtain settlement credit)
- Utts v. Short, 81 S.W.3d 822 (Tex. 2002) (plaintiff best positioned to allocate settlement; one‑satisfaction principles)
- Dalworth Restoration, Inc. v. Rife‑Marshall, 433 S.W.3d 773 (Tex. App.—Fort Worth 2014) (plaintiff cannot rely on extrinsic evidence to prove allocation)
- Osborne v. Jauregui, Inc., 252 S.W.3d 70 (Tex. App.—Austin 2008) (one‑injury analysis governs one‑satisfaction rule application)
- Goose Creek Consol. Indep. Sch. Dist. v. Jarrar’s Plumbing, 74 S.W.3d 486 (Tex. App.—Texarkana 2002) (settlement credit where settling party’s unallocated payment exceeded nonsettling defendant’s liability)
- Cohen v. Arthur Andersen, L.L.P., 106 S.W.3d 304 (Tex. App.—Houston 2003) (nonsettling defendant entitled to credit absent allocation)
- Buccaneer Homes of Alabama, Inc. v. Pelis, 43 S.W.3d 586 (Tex. App.—Houston 2001) (application of one‑satisfaction rule where single injury under multiple theories)