OPINION
This lawsuit concerns the breakup of a medical practice group. Although the
Bhatia raises six issues on appeal, alleging: (1) the trial court erred in failing to award Bhatia the fair value of his interest in the Imaging Center, (2) the evidence was legally and factually insufficient to support the jury’s “no” answer to Question 1 in the charge asking whether the appel-lees failed to comply with the partnership agreement, (3) the evidence was legally and factually insufficient to support the jury’s finding of zero damages, (4) the trial court erred in admitting appellees’ expert’s valuation testimony, (5) the trial court erred in admitting certain evidence regarding Bhatia’s conduct and income, and (6) appellees were not entitled to attorney’s fees as “prevailing parties” under the partnership agreement. We affirm.
I. Background
Bhatia opened a sole-proprietorship cardiology practice in 1978. In 1985, he hired Aquino as an employee and, three years later, the two doctors formed a partnership. Between 1988 and 2003, the other three appellees, Drs. Coleman, Lachter-man, and LaVergne, each joined the partnership. Bhatia and Aquino also formed a separate partnership for the purpose of performing nuclear stress testing for their patients. Over the ensuing years, the ownership of this testing enterprise was restructured to add the remaining appel-lees as partners. By 2003, Bhatia and the appellees began having business disputes.
Appellees made plans to begin a new practice in a different building, Lantern Bend, and Bhatia planned to practice in the current building, Peakwood. As of that time, Bhatia owned an interest in the following entities:
(1) North Houston Heart Center, PLLC (NHHC) — the clinical practice at Peakwood.
(2) Northwest Houston Cardiovascular Imaging Center II, Ltd. (Imaging Center) — a provider of diagnostic testing to clients of NHHC (Imaging GP as general partner and 80 percent owner; Bhatia and each of the appellees owning minor limited partnership interests2 ).
(3) Northwest Houston Cardiovascular Imaging Associates, PA (Imaging GP) — the general partner of the Imaging Center.
*662 (4) BACL Investments, LLC — the holding company for equipment used in the medical practice.
A partnership meeting for NHHC was noticed for February 17, 2003. On that day, Bhatia and appellees met, along with their lawyers, and voted unanimously to dissolve “the organization” as of September 1, 2003.
At a meeting on September 15, 2003, Bhatia and at least some of the appellees discussed, among other things, the allocation of equipment that had been used by the Imaging Center. Several accounting experts, including John Wade, an auditor appointed by the court on Bhatia’s motion, testified at trial that Bhatia received at least his fair share of these assets. John Henderson, the accountant who purportedly oversaw the windup of business and disbursement of assets for the medical practice group, specifically testified that Bhatia received cash distributions, equipment, and files related to his patients. Liabilities similarly were disposed of, although Henderson and Wade both testified appellees satisfied the final $180,000 in liabilities after Bhatia failed to complete his contribution.
After September 30, 2003, appellees moved into Lantern Bend and opened Woodlands North Houston Heart Center, PLLC. There, they continued to treat patients much as they had at Peakwood with some of the same employees and using some of the same equipment. Meanwhile, Bhatia continued to practice at Peakwood with some of the same equipment and some of the same employees.
Bhatia subsequently sued appellees for, among other things, breach of the Imaging Center partnership agreement, breach of fiduciary duty, conversion, and misappropriation of partnership assets. Appellees counterclaimed for breach of fiduciary duty, conversion, and misappropriation.
The jury answered “no” to Question 1 in the charge asking whether the appellees failed to comply with the agreement. The jury also answered “no” to Question 6 asking whether the appellees misappropriated or converted partnership property, and to Question 8 asking whether Bhatia converted or misappropriated partnership property. The jury further found that appellees and Bhatia each violated their fiduciary duty, but it declined to award damages to anyone. The trial court entered judgment in accordance with the jury’s verdict and awarded attorney’s fees to appellees as “prevailing parties,” as authorized under the Imaging Center partnership agreement. The parties stipulated before trial to the amount of reasonable attorney’s fees incurred in the litigation and necessary in the event of an appeal.
II. Legal and Factual Sufficiency
Bhatia’s first three issues raise legal or factual sufficiency challenges to the trial court’s judgment or the jury’s findings. In his first issue, Bhatia contends that, as a matter of law, the trial court should have awarded him the fair market value of his interest in the Imaging Center as of September 80, 2003. In his second issue, he asserts that the jury’s failure to find that appellees breached the partnership agreement is not supported by legally or factually sufficient evidence. And, in his third issue, Bhatia contends that the evidence was legally and factually insufficient to support the jury’s finding of “zero” damages for appellees’ breach of their partnership duties to Bhatia.
A. Standards of Review
In considering a legal sufficiency challenge, we view the evidence in the light most favorable to the fact finding, crediting favorable evidence if reasonable persons could, and disregarding contrary evidence unless reasonable persons could not. City of Keller v. Wilson,
B. Issue One: Going Concern as a Matter of Law
In his first issue, Bhatia contends that as a matter of law, the trial court should have awarded him the fair market value of his interest in the Imaging Center as of September 30, 2003. More specifically, Bhatia asserts that, after that date, he “no longer participated or retained his interest” in the Imaging Center and that this “disassociation” from the partnership was equivalent to either a withdrawal from the partnership under the Texas Revised Limited Partnership Act (TRLPA), an expulsion or transfer of interest under the Texas Revised Partnership Act (TRPA), or a
Bhatia does not explain how his alleged rights under the TRLPA or the TRPA relate to any of the causes of action he submitted to the trial court below or to the jury or to the evidence introduced at trial. As discussed above, the only claims submitted to the jury were for breach of contract, breach of fiduciary duty, conversion, and misappropriation. Although other claims were included in his live petition, neither the TRLPA nor the TRPA was cited, referenced, or alluded to in that petition. We cannot reverse the trial court’s judgment based on a theory of recovery not pleaded and proven below. See Tex.R. Civ. P. 301 (judgment must conform to pleadings and proof); Latch v. Gratty, Inc.,
Further, Bhatia’s arguments presume that the Imaging Center continued as a going concern after September 30, 2003. If the Imaging Center did not continue to operate after that date, Bhatia’s argument that he was a withdrawing or expelled partner or that his interest had been transferred or repurchased because he no longer participated is without merit. The evidence at trial fails to conclusively demonstrate that the Imaging Center continued as a going concern post-September 30, 2003.
Aquino and others testified that, well before September 30, 2003, appellees made arrangements to form a new business entity and move to a different location, where they would continue to offer similar diagnostic services as had the Imaging Center. Aquino further explained that Bhatia was well aware of these preparations. Indeed, Bhatia made similar arrangements and formed a new business entity (The Heart Center of H.S. Bhatia, M.D.) for the purpose of providing services similar to those of the Imaging Center.
Additionally, after September 30, 2003, appellees began performing nuclear testing services at Lantern Bend as owners in their new business entity, which did not include Bhatia or Imaging GP as partners or owners. Appellees used some of the same equipment and some of the same employees as they had at Peakwood but did not continue to conduct business as the Imaging Center. Meanwhile, Bhatia, as planned, stayed at Peakwood and continued to provide diagnostic testing for patients using some of the same equipment and employing some of the same employees as had been previously employed by the Imaging Center, but he did not continue to conduct business as the Imaging Center.
In short, Bhatia failed to conclusively prove that the Imaging Center continued in operation after September 30,
C. Issue Two: Breach of Contract
In issue two, Bhatia asserts that the jury’s “no” answer to Question 1, asking whether the appellees breached the partnership agreement, is not supported by legally or factually sufficient evidence. To successfully challenge the legal and factual sufficiency of the evidence on an issue on which he had the burden of proof, Bhatia must show respectively that the evidence conclusively establishes the opposite of the jury’s finding or that the jury’s finding was so against the great weight and preponderance of the evidence as to be clearly wrong and unjust. See Dow Chem. Co. v. Francis,
Bhatia’s primary argument under this issue is that appellees’ “dissolution scheme” did not properly dissolve the Imaging Center in accordance with the partnership agreement. Among the triggering events listed in the agreement as permitting dissolution is “written consent of the General Partner and the Limited Partners who hold two-thirds (2/3) of the Partnership Interests then held by all the Limited Partners.” Bhatia insists that the partners never formally consented to dissolution of the Imaging Center.
Appellees contend that the dissolution vote at the February 17, 2003 partners meeting fulfilled the requirement of written consent because the meeting was recorded on audiotape and later transcribed and made a part of the formal minutes for that meeting.
Bhatia further notes that the call for a vote on dissolution at the meeting did not expressly mention the Imaging Center. A tape recording of the meeting reveals that the partners unanimously voted to dissolve “the organization,” not one or more particular legal entities. Moreover, Aquino testified that business for all of the entities was customarily handled together and was addressed during meetings called for NHHC. Appellees’ business structures expert, Marston, supported this posi
D. Issue Three: Zero Damages
In his third issue, Bhatia contends that the evidence was legally and factually insufficient to support the jury’s finding of “zero” damages for appellees’ breach of their partnership duties to Bhatia. Bhatia claims that there was no evidence in the record on which the jury could assess zero damages and that the only credible evidence valued his interest in the Imaging Center at $7,290,000. To be successful, Bhatia must conclusively demonstrate his entitlement to damages or that the jury’s finding of zero damages was against the great weight and preponderance of the evidence. See Dow Chem.,
Bhatia’s valuation expert at trial, James Jordan, testified that, if the Imaging Center continued in operation after September 30, 2003, Bhatia would be entitled to the “fair market value” of his interest in the continuing enterprise or, according to Jordan, $7.29 million.
Bhatia argues that Morris utilized an improper method to determine the value of Bhatia’s interest when he calculated book value instead of fair market value. Book value is an improper method for determining the value of partnership assets because such values are mere arbitrary entries in a ledger. See Cheek v. Humphreys,
In all, four certified public accountants testified that if the Imaging Center were not a continuing concern, then Bhatia received his fair share of the partnerships’ assets, including cash distributions, equipment, and files related to his patients. The CPAs included: Morris, appellees’ valuation expert; John Henderson, the ae-countant who purportedly oversaw the windup of business and disbursement of assets for the medical practice group; David Rook, appellees’ accounting expert who reviewed Henderson’s work; and John Wade, the auditor appointed by the court on Bhatia’s motion.
As discussed, there was evidence to support the conclusion that the Imaging Center was not a going concern after September 30, 2003. There also was evidence that if the Imaging Center were not a going concern, Bhatia would be entitled only to his share of the partnership assets and that he received at least his share of those assets. Consequently, Bhatia has failed to conclusively establish his entitlement to damages or that the jury’s finding of zero damages was against the great weight and preponderance of the evidence. We overrule Bhatia’s third issue.
III. Evidentiary Issues
In his fourth and fifth issues, Bhatia challenges the admission of, respectively, expert testimony on valuation and testimony regarding Bhatia’s conduct and income. We will discuss each issue in turn.
A. Expert Testimony
In issue four, Bhatia asserts that the trial court abused its discretion in permitting appellees’ valuation expert Greg Morris to testify regarding the “book value” of Bhatia’s interest when such valuation methodology was improper under the circumstances of this case. A trial court has broad discretion in deciding whether to admit or exclude expert testimony. See Gammill v. Jack Williams Chevrolet, Inc.,
To be admissible, expert testimony must be both relevant and reliable. Gammill,
Bhatia specifically alleges that Morris’s testimony was both unreliable and irrelevant because it was based on an improper valuation methodology (“book value”) and an incorrect factual assumption that the partnership had dissolved. As discussed above, however, Morris did not actually testify that he used a “book value” methodology of the type we disapproved in Cheek,
B. Evidence Regarding Bhatia’s Conduct and Income
In his fifth issue, Bhatia argues that the trial court abused its discretion in admitting evidence concerning Bha-tia’s conduct before, and his income after, September 30, 2003. A trial court generally has broad discretion regarding the admission of evidence at trial. Helena Chem. Co. v. Wilkins,
1. Conduct Testimony
Bhatia contends that the trial court erred in admitting evidence of his conduct before September 30, 2003 because the alleged conduct in question was unrelated to any claims in the lawsuit and thus was inadmissible character evidence under Texas Rule of Evidence 404. In support of this argument, Bhatia mentions the entirety of four witnesses’ testimony. He provides neither a general cite to that testimony nor a pinpoint cite to specific statements contained within that testimony. Additionally, he does not provide any specifics regarding what was said or cite to where he preserved error by objecting to the testimony about which he now com
2. Evidence of Income
Bhatia also complains about the admission of testimony regarding his income immediately after appellees left Peakwood. Specifically, he quotes the testimony of Greg Morris, appellees’ valuation expert, who stated that Bhatia “made more than a million dollars a year” following his separation from appellees. Bhatia contends that such evidence was irrelevant and highly prejudicial, leading the jury to mistakenly conclude that he had suffered no damages from the breakup of the medical practice group.
Bhatia’s counsel, however, made no objection to the portion of Morris’s testimony that Bhatia now complains about on appeal; thus, this issue was not preserved for appellate review. See Tex. R.App. P. 33.1. Moreover, the same information was introduced, without objection, through other sources, including Bhatia himself, who testified about his income during cross-examination prior to Morris’s testimony. See Volkswagen of Am., Inc. v. Ramirez,
IY. Attorney’s Fees
Lastly, in issue six, Bhatia contends that the trial court erred in awarding attorney’s fees to appellees as “parties prevailing” under the partnership agreement. In its final judgment, the court stated that “[t]he Executed Jury Verdict demonstrates [ap-pellees] are the ‘parties] prevailing,’ as that expression is used within Section 16.3 of the Agreement.” Under the American Rule, a litigant may not recover attorney’s fees except as provided under a statute or contract. Tony Chillo Motors I, L.P. v. Chapa,
If any litigation is initiated by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the party prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.
Our primary concern in interpreting a contract is to ascertain and give effect to the intent of the parties as expressed in the contract. Seagull Energy E & P, Inc. v. Eland Energy, Inc.,
We have previously interpreted “prevailing party” in similar contract provisions to mean the party that prevails on the “main action” or the “main issue” in the litigation. See, e.g., Parkway Dental Assocs. v. Ho & Huang Props., L.P.,
Appellees here focus on the fact that the jury found in their favor on the only issue concerning the partnership agreement that was submitted in the jury charge.
As discussed above, each side in this litigation raised numerous claims, each of which is to some degree related to the partnership. Bhatia sued for breach of contract, breach of fiduciary duty, conversion, misappropriation, suit on a sworn account, an accounting, declaratory judgment, statutory fraud, common law fraud, liability under the Texas Theft Liability Act, and unjust enrichment. Appellees sued for breach of fiduciary duty, conversion, misappropriation, unjust enrichment, and liability under the Theft Liability Act. Appellees did not “win out” on all of the claims; therefore, we must identify the “main issues” to determine whether they were the prevailing party at trial.
Not all of the claims were equal in terms of emphasis at trial or in terms of the relief sought. Some were essentially abandoned, and others were defeated in motions practice and were not submitted to the jury or raised in this appeal. The clear focus at trial, as it has been in the appeal, was on Bhatia’s claims for breach of contract and breach of fiduciary duty. These intermingled claims were the bases for the vast majority of the testimony and were the primary bases for Bhatia’s claim that he was entitled to $7.29 million in actual damages.
Who won on these two claims is clear. The jury failed to find that appel-lees breached the agreement, and even though the jury found appellees breached their fiduciary duty, it also found that such ’ breach did not cause any actual damages to Bhatia.
V. Conclusion
Because we find no merit in any of Bhatia’s issues, we affirm the trial court’s judgment.
Notes
. Appellees Aquino, Coleman, Lachterman, and LaVergne are appellant Bhatia’s former partners in the Imaging Center. Bhatia also named as defendants each of the entities that made up the medical practice group, the Imaging Center, North Houston Heart Center, PLLC, Northwest Houston Cardiovascular Imaging Associates, P.A., and BACL Investments, LLC, as well as a new business entity created by the physician-appellees, Woodlands North Houston Heart Center, PLLC. These entities are described in more detail below. No issues concerning the participation or liability of any of these entities is expressly raised on appeal. Accordingly, the term “appellees” will be used in this opinion to reference only Bhatia’s former physician-partners.
. The minor limited partnership interests apparently originated when an outside management company was removed as a limited partner in the Imaging Center. In essence, its limited partnership interest was reallocated to the partners in Imaging GP.
. The September 1, 2003 dissolution date could have been changed if other arrangements were agreed on prior to that date. Bhatia does not argue that any such agreements were made.
. Bhatia additionally raised claims for suit on a sworn account, an accounting, declaratory judgment, statutory fraud, common law fraud, liability under the Texas Theft Liability Act, and unjust enrichment. At the close of Bhatia’s case-in-chief, the trial court granted directed verdict on the suit on a sworn account, the request for an accounting, the statutory fraud claim, and the Theft Liability Act claim. During the charge conference at the conclusion of trial, the court rejected Bhatia's submission on common law fraud. No issue related to the trial court's consideration of any of these causes of action are raised in this appeal. Appellees also brought other claims against Bhatia, including for unjust enrichment and under the Theft Liability Act. No issue on appeal relates to these causes of action either.
. In their brief, appellees argue that Bhatia failed to timely file a notice of appeal under Texas Rule of Appellate Procedure 26.1 or a motion to extend time to file such notice under Rule 26.3. Tex. R. App. P. 26.1, 26.3. This court, however, has already accepted Bhatia's notice of appeal and denied appel-lees’ motion to dismiss raising the same issues. We will not revisit our prior decisions here.
. -There was conflicting testimony as to the exact name of Bhatia's new business but not as to the fact that he formed a new business.
. The question of whether the Imaging Center was formally dissolved is discussed below in the analysis of issue two.
. Bhatia does not specifically argue that, assuming a dissolution vote occurred at that meeting, the written requirement was unmet by the transcription and entry into the minutes. To the extent he intended to raise such an issue, it is improperly briefed. See Tex. R. App. P. 38.1 (i).
.Bhatia also complains in his second issue regarding the procedures employed to allocate the assets of the Imaging Center post-dissolution. He is not specific, however, as to how these procedures caused him any damage. See Vance v. My Apartment Steak House of San Antonio, Inc.,
Bhatia's argument seems to be that, because the Imaging Center continued as a going concern, the profits appellees would earn in their new partnership should be considered profits of the Imaging Center. He does not explain, however, why he would be entitled to such relief as a result of appellees' breach of the Imaging Center partnership agreement. We decline to make Bhatia's argument for him. See Tex. R. App. P. 38.1(i) (requiring that an appellant’s brief contain "a clear and concise argument for the contentions made, with appropriate citations to authorities and to the record”); Brown v. Green,
Bhatia relies heavily on our sister court’s opinion in Atterbury v. Brison,
. The jury handwrote "Zero $ awarded” below the two damages questions it answered with “0."
. Fair market value is "[t]he price that a seller is willing to accept and a buyer is willing to pay on the open market and in an
. There was evidence in the record that at least initially after formation, Bhatia earned a substantially higher income from his new business than appellee Aquino did as a partner in appellees' new business. Evidence indicated Bhatia reported adjusted gross income of $1.38 million in 2003, $1.24 million in 2004, and $1.12 million in 2005. Aquino reported income of $572,278 for 2003. Aquino attributed the drop in his own income to the start-up costs associated with appellees' new business.
. Black's Law Dictionary defines “prevailing party” as “[a] party in whose favor a judgment is rendered, regardless of the amount of damages awarded.” Black’s Law Dictionary 516. In defining the term "prevail,” the American Heritage Dictionary uses synonyms such as "triumph" and "win out.” American Heritage Dictionary 982 (2d College ed. 1991).
. Because the contract language is mandatory, we would typically review the trial court’s decision on whether to award fees under a de novo standard. See Bocquet v. Herring,
. Bhatia's breach of contract and breach of fiduciary duty claims also dominated each side's closing argument.
. Although appellees also raised a breach of fiduciary duty claim, their claim was far lesser in scope and sought-after recovery than was Bhatia’s. It was not simply the other side of the same coin. Primarily under their cause of action, appellees contended Bhatia had kept certain collections that were received after the parties went their separate ways but were for services rendered prior to separation.
.The elements of a breach of fiduciary duty cause of action require a showing of “injury” to the claimant, not necessarily actual damages. See, e.g., Lundy v. Masson,