OPINION
This is an appeal from a judgment against the maker of a nonrecourse promissory note. Appellant, Steven A. Fein, M.D., appeals the trial court’s judgment in favor of appellee, R.P.H., Inc., Trustee, (“R.P.H.”) on its action to collect on an unpaid nonrecourse promissory note. Because we hold Fein had no personal liability under the note, we reverse the trial court’s judgment and render judgment that R.P.H. take nothing on its claims against Fein.
I. Background
On August 9, 1994, Fein, a gastroenter-ologist practicing in Pasadena, Texas, signed a promissory note in the amount of $125,000 in favor of “R.P.H., Inc., Trustee” in exchange for a five percent interest in Surgical Care Centers of Texas, L.C. (“Surgicare”). The note states in its entirety:
FOR VALUE RECEIVED, after date, without grace, in the manner, on the dates, and in the amounts so herein stipulated, the undersigned, Steven A. Fein, M.D., an Individual, without lability [sic], warranty or obligation;
PROMISEES] TO PAY TO R.P.H., Inc., Trustee, of 3534 Vista, Pasadena, Texas 77504 the sum of:
ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO/100 CENTS ($125,000.00)
in lawful money of the United States of America, which shall be legal tender, in payment of all debts and dues, public and private, at the time of payment, and to pay interest thereon from date until maturity at EIGHT percent per annum (8%), payable as stipulated herein.
THE ENTIRE PRINCIPAL AND INTEREST AMOUNT IS, IF NOT SOONER PAID, SHALL BE DUE AND PAYABLE ON OR BEFORE THE 5TH DAY OF AUGUST 2004 OR UPON SALE OF THE COLLATERAL, 5% Interest in Surgical Care Centers of TX L.C. as collateral of this note.
There is no personal guaranty of Steven A. Fein, M.D. or any guaranty of Pasadena Gastroenterology Associates, P.A. of this promissory note or indebtedness. 1
The uncontroverted evidence at trial established that Fein never received the certificate of stock evidencing his ownership in Surgicare, but, instead, R.P.H. held the certificate in its possession.
In 1995, R.P.H. was planning to merge Surgicare with Amedisys, Inc. On June 23, 1995, R.P.H. informed Fein that in order to close the merger between Surgicare and Amedisys, Fein’s “[percentage] of stock to be exchanged by shares of [Amedisys] ha[d] to be free and clear.” R.P.H. stated that it would accept a percentage of Fein’s shares in Surgicare equal to the amount of the debt. On June 27, 1995, Fein’s attorney responded to R.P.H.’s request for payment by (1) requesting that Fein’s certificate evidencing his interest in Surgicare be forwarded to him, (2) stating that Fein would exchange his five percent interest in Surgicare for 50,000 shares of Amedisys *264 stock, and (3) explaining that because Fein had no reason to pay off or refinance the note, he “does not intend to pay this note at present.” R.P.H., which held Fein’s Surgieare stock, made no further demand on Fein for payment of the note.
Effective June 30, 1995, Fein and the other owners of Surgieare exchanged their respective interests in Surgieare for shares in Amedisys common stock. Fein received 50,000 restricted shares of Amedisys common stock, as was evidenced by a certificate which he received in August 1995.
On July 3, 1997, R.P.H. made written demand on Fein for the surrender of the Surgieare stock under the note, even though Fein never had possession of the Surgieare stock and that stock had been exchanged for the Amedisys stock:
This letter is written on behalf of my client R.P.H., Inc., Trustee to make immediate demand for the surrender of the shares of stock which you hold in Surgical Care Centers of Texas L.C. This stock is security for the above promissory note; however, unless my client [R.P.H.] has possession of the stock, its security interest is not perfected. Please forward your stock certificate to my office immediately. Alternatively, if you wish to sell the stock, we will hold it in escrow until the sale and credit the proceeds to the balance on the note. Any excess from the sale will be paid to you.
Your failure to comply with this demand will be considered a default under the note. I will then be forced to take whatever measures are necessary in order to enforce my client’s rights.
On July 28, 1997, R.P.H. filed this lawsuit against Fein for failure to either surrender the Surgieare stock certificate or to repay the note. R.P.H. further alleged, in light of the exchange of Surgieare and Amedisys stock, the Amedisys stock should be surrendered to R.P.H. to serve as collateral for the note, but Fein had likewise failed to surrender that stock. In July 1997, Fein sold his 50,000 shares of Amedisys stock for $250,000. Fein kept the proceeds from the sale of the Amedi-sys stock and did not repay the note. R.P.H. amended its petition alleging Fein had breached the terms of the note by failing to turn over his Amedisys stock, selling the Amedisys stock, and failing to repay the note from the proceeds of the sale of the Amedisys stock.
Both Fein and R.P.H. moved for summary judgment on Fein’s liability under the note. The trial court denied both motions for summary judgment and the case proceeded to trial. Fein also filed a motion for directed verdict, which was denied. The jury awarded R.P.H. $125,000 in damages for Fein’s failure to repay the note. 2 The jury, however, failed to include accrued interest under the note and to award R.P.H. attorney’s fees. R.P.H. filed a motion for judgment notwithstanding the verdict and to disregard the jury findings on the jury’s failure to include accrued interest under the note and to award attorney’s fees. The trial court granted R.P.H.’s motion and entered judgment in favor of R.P.H. for damages under the note in the amount of $153,931.50, prejudgment interest in the amount of $17,260.27, and reasonable and necessary attorney’s fees in the amount of $14,718.13.
II. Standards of Review
As part of his first issue, Fein contends the trial court erred in denying his motion *265 for directed verdict and his motion for judgment notwithstanding the verdict and to disregard jury findings. 3 Fein contends there is no evidence to support a finding that he ever had any personal obligation to pay the promissory note because the note is nonrecourse as a matter of law. Because these motions, if erroneously denied, are dispositive of this appeal, we will address them in the context of Fein’s complaint regarding the judgment holding him personally liable on the nonrecourse note.
An appeal from the denial of a motion for directed verdict is essentially a challenge to the legal sufficiency of the evidence.
Kershner v. State Bar of Tex.,
A motion for judgment notwithstanding the verdict is based on the same grounds that has or could have been urged in a motion for directed verdict. Tex.R. Civ. P. 301. Similarly, a complaint that the trial court erred in refusing to grant judgment notwithstanding the verdict raises on appeal a challenge to the legal sufficiency of the evidence.
Insurance Co. of N. Am. v. Morris,
III. NONRECOURSE NOTE
In his first issue, Fein contends the trial court erred in holding him personally liable for failure to repay the note because the unambiguous language of the note provides he is to have no liability for nonpayment of the note and R.P.H.’s sole remedy is enforcement of its security interest in the collateral.
Whether a contract is ambiguous is a question of law.
Heritage Resources, Inc. v. NationsBank,
When construing a contract, courts must give effect to the true intentions of the parties as expressed in the written instrument.
Lenape Res. Corp. v. Tennessee Gas Pipeline Co.,
Fein argues the only remedy available to R.P.H. to satisfy payment of the note was to maintain and enforce its security interest in the collateral. A non-recourse note has the effect of making a note payable out of a particular fund or source, namely, the proceeds of the sale of the collateral securing the note.
Burns v. Resolution Trust Corp.,
R.P.H. contends Fein’s personal liability under the note has not been waived. We disagree with this contention. The note clearly states twice that Fein has no personal liability under the note. R.P.H. further argues the note does not limit its remedy to foreclosure on the Sur-gicare stock in the event of default so that Fein would not have to repay the note. 5 *267 To the contrary, even though the note the does not use language stating specifically that R.P.H.’s “sole remedy” is to look to the collateral in satisfaction of the note, the note clearly identifies the Surgicare stock as the collateral securing the note.
R.P.H. contends, alternatively, that even if the note unambiguously provides that Fein does not have any personal liability for its repayment, the note, nonetheless, provides the entire principal and interest were “DUE AND PAYABLE ON OR BEFORE THE 5TH DAY OF AUGUST 2004 OR UPON THE SALE OF THE COLLATERAL.” Specifically, R.P.H. maintains the note was payable out of the proceeds of the sale of Amedisys stock. We also disagree with this assertion.
The terms of the note expressly provide the Surgicare stock served as the collateral securing the note. Therefore, under the note, the sale of the collateral means the sale of the Surgicare stock. The Surgicare stock was exchanged for Amedisys stock. Prior to the consummation of the Amedi-sys transaction, Fein made it clear he intended to proceed with the exchange of the Surgicare stock for the Amedisys stock, but he did not intend to pay off the note at that time. R.P.H. allowed Fein to exchange his Surgicare stock for Amedisys stock without attempting to substitute the Amedisys stock for the Surgicare stock as new collateral securing the note. Nor did R.P.H. attempt to move against the Surgi-care stock prior to the exchange for Amed-isys stock, even though R.P.H. held Fein’s Surgicare stock certificates. Moreover, when R.P.H. demanded that Fein surrender the Surgicare stock in 1997, albeit two years late, it demonstrated its understanding that its only remedy in the event of default was to look to the stated collateral securing the loan, i.e., the Surgicare stock.
R.P.H. has failed to cite any authority that it has the right to move against property not identified in the note as the collateral securing the note. Indeed, the courts are not at liberty to redraft the terms of a contract while professing to construe it, so as to impose additional duties on one party.
Zapata Corp. v. Zapata Gulf Marine Corp.,
Simply put, we cannot change the contract merely because we or one of the parties comes to dislike its provisions or thinks that something else is needed in it.... [The parties to the contract] are entitled to select what terms and provisions to include in a contract before executing it. And, in so choosing, each is entitled to rely upon the words selected to demarcate their respective obligations and rights. In short, the parties strike the deal they choose to strike and, thus, voluntarily bind themselves in the manner they choose. And, that is why parties are bound by their agreement as written. For a court to change the par *268 ties’ agreement merely because the court did not like the agreement, or because one of the parties subsequently found it distasteful, would be to undermine not only the sanctity afforded the contract but also the expectations of those who created and relied upon it.
Cross Timbers Oil Co. v. Exxon Corp.,
Furthermore, we will not imply a term allowing the Amedisys stock to be substituted for the Surgicare stock as the collateral securing the note. Texas law does not favor implied covenants.
Bank One, Tex., N.A. v. Stewart,
R.P.H. further contends that enforcing the nonrecourse language would render the “upon sale of the collateral” language meaningless. R.P.H., therefore, argues that in order to give effect to all the terms of the note, it must be read to require that it was to be repaid out of the proceeds of the “sale of the collateral.” There are two problems with R.P.H.’s argument. First, R.P.H.’s argument is premised on the mistaken assumption that the note could be repaid out of the proceeds of the sale of the Amedisys stock. As discussed above, the note clearly states the collateral securing the note was the Surgicare stock and in no way provides that the Surgicare stock and the Amedisys stock are interchangeable. Because R.P.H. failed to substitute the Amedisys stock as the new collateral in place of the Surgicare stock, the sale of the Amedisys stock was not a sale of the collateral.
Second, the due and payable clause is not inconsistent with the nonre-course nature of the note. Instead, that clause is merely determinative of when the debt is due and payable so that the holder can enforce its rights in the collateral, i.e., the Surgicare stock. Therefore, even if the Surgicare stock had still been available to R.P.H. to satisfy the note, this would not have affected the nonrecourse nature of the note because R.P.H.’s remedy was to enforce its rights in the Surgicare stock and foreclose on the stock, an easy task inasmuch as R.P.H. had Fein’s stock certificate in its possession. We presume the
*269
parties intended to give effect to every clause in the agreement and did not intend to render any clause meaningless.
Biaza v. Simon,
The note is an unambiguous nonrecourse note waiving Fein’s personal liability. Because there is no evidence Fein could be held personally liable under clear terms of the nonrecourse note, the trial court erred in denying Fein’s motion for directed verdict and motion for judgment notwithstanding the verdict and to disregard jury findings. We sustain Fein’s first issue. Because Fein’s first issue is dispositive of this case, it is not necessary to address Fein’s remaining issues. Accordingly, we reverse the judgment of the trial court and render judgment that R.P.H. take nothing on its claims against Fein.
IV.
R.P.H.’s Cross-Point of Error
Fein’s fourth issue asks whether the trial court erred by granting R.P.H.’s motion for judgment notwithstanding the verdict of $0.00 for R.P.H.’s attorney’s fees and finding attorney’s fees of $14,718.13. In its brief responding to Fein’s issue four, R.P.H. contends first that the trial court did not err by granting its motion for JNOV and to disregard jury findings as to question two of the charge, plaintiffs attorney’s fees. Alternatively, R.P.H. asserts in a cross-point the jury’s finding it had incurred $0.00 in attorney’s fees is against the great weight and preponderance of the evidence, and the case should be reversed and remanded for a new trial on the issue of attorney’s fees.
We have reversed the entirety of the trial court’s judgment and rendered judgment R.P.H. take nothing on its claims against Fein. Accordingly, we need not reach a cross-point supporting the validity of a particular element within that erroneous judgment.
Judgment of the trial court is reversed and judgment is here rendered that R.P.H. take nothing on its claims against Fein.
Notes
. Emphasis added.
. The jury found against Fein on his counterclaim for fraud and his affirmative defense of excuse, which was based on R.P.H.'s waiver of its rights under the note and R.P.H.’s fraudulent concealment of material facts, and his affirmative defense of lack of consideration.
. R.P.H. argues Fein has waived error due to insufficient briefing. We disagree and find Fein’s briefing complies with the Texas Rules of Appellate Procedure. Tex.R.App. P. 38.1.
.
See, e.g., MBank Houston, N.A. v. Armco, Inc.,
.
See, e.g., Pollock v. Federal Deposit Ins. Co.,