OPINION
In this case, appellant Martha A. Gregory d/b/a Workzone Technologies (“Workzone”) sued appellee Porter & Hedges, LLP (“P & H”), a law firm, for breach of fiduciary duty. Workzone alleges the breach occurred during P & H’s representation of Workzone in another piece of litigation. A unanimous jury rеturned a verdict in favor of P & H, and the trial court entered a take-nothing judgment against Workzone. We affirm.
I
Contractor Technology, Inc. (“CTI”) was the general contractor on a number of public-works projects in Houston, including two road-construction projects. St. Paul Fire and Marine Insuranсe Company was the surety company on the bond securing payments for labor and material
On January 26, 2004, Shepherd retained Allison Snyder at P & H to represent Workzone,
In June of 2004, while represented by Valega, Workzone sued CTI and St. Paul. CTI filed a counterclaim, alleging Workzone breached the contracts by failing to perform pursuant to the agreed-upon terms and standards. On April 8, 2005, after representing Workzone for eleven months, H & W withdrew from its representation due to Workzone’s failure to pay any of H & W’s invoices. On April 21, 2005, CTI and St. Paul filed a joint no-evidence motion for summary judgment, and a hearing was set for May 13, 2005.
On May 12, 2005, about one year after terminating P & H’s first representation, Shephеrd contacted Snyder and attempted to retain P & H on Workzone’s behalf for the second time. Shepherd told Snyder that a summary-judgment hearing was set for the following morning but that he did not think Workzone had received proper notice of it. Snyder refused to help Workzone until the outstanding balanсe from P & H’s prior representation was paid in full. Nevertheless, Snyder explained that Shepherd was correct about the improper notice.
Later that afternoon, Shepherd filed a motion for a continuance on Workzone’s behalf, requesting additional time to retain an attorney. He also appeared at the hearing the following morning, but, because he was neither an attorney nor a party, he was not entitled to participate. The trial court ultimately granted the motion, ordering that Workzone take nothing and further ordering a money judgment against Workzone for CTI’s counterclaim.
Snyder, again working on Workzone’s behalf, filed a motion for new trial as to St. Paul based on the insufficient notice, but the automatic stay prohibited further legal action against CTI. Accordingly, Thomas Woolley, a P & H associate, filed a motion for relief from the stay, which Bankruptcy Judge Marvin Isgur granted on August 15, 2005. Nevertheless, a motion for new trial as to CTI was never filed.
In the interim, Judge Isgur had converted CTI’s bankruptcy to a Chapter 7 liquidation and appointed a trustee of CTI’s estate to administer the process. The trustee filed an apрlication to employ P & H as special litigation counsel for the purpose of identifying and analyzing potential claims owned by the bankruptcy estate. The trustee attached P & H’s proposed engagement agreement and an affidavit in which P & H disclosed that it represented еight of CTI’s creditors, including Workzone, in the bankruptcy proceeding. But P & H did not disclose the fact that CTI had a judgment against Workzone, which had become an asset of the bankruptcy estate, nor did it mention Workzone’s pending motion for relief from the stay. On August 17, 2005, Judge Is-gur granted in part and denied in part the trustеe’s application, allowing the trustee to employ P & H as special litigation counsel but prohibiting P & H from providing “any analysis, evaluation, recommendation or input to the Trustee with respect to the Eight P & H Clients.”
In the months that followed, P & H continued representing Workzone but was consistently unsuccessful in its attempts to communicate with Gregory and Shepherd regаrding the proceeding. Further, all of P & H’s invoices remained unpaid. Ultimately, P & H filed a motion to withdraw from its representation of Workzone in the bankruptcy case, which Judge Isgur granted on February 13, 2006.
Two years later, Workzone sued P & H, alleging, among other things, that P & H breached its fiduciary duty to Workzone by failing to disclose the conflict of interest that arose when P & H undertook representation of the trustee. Workzone sought fee forfeiture of the $10,000 it paid P & H as well as the more than $1 million paid by the trustee. P & H filed a motion for partial summary judgment, asserting that Workzone was precluded as a matter of law from seeking forfeiture of fees paid by a third party. The judge granted the motion, limiting the amount of fees subject to potential forfeiture to $10,000. Ultimately, following a trial on the merits, a unanimous jury found in favor of P & H, and the judge signed a take-nothing judgment against Workzone.
Workzone appeals, arguing the evidence is legally and factually insufficient to support the jury’s “no” answer to Question 4 asking whether P & H failed to comply with its fiduciary duty to Workzone. Additionally, Workzone argues the trial court erred by granting the motion for partial summary judgment. We affirm.
On appeal, Workzone contends that the trial court erred in granting P & H’s motion for partial summary judgment. Specifically, Workzone argues it is not precluded as a matter of law from seeking forfeiture of the fees paid by the trustee.
A
An attorney who commits a clear and serious breach of her fiduciary duty to her client may be required to forfeit some or all of her compensation for the matter. Burrow v. Arce,
B
In challenging the trial court’s ruling, Workzone cites Kinzbach v. Corbett-Wallace Corp. for the proposition that “if the fiduciary ‘takes any gift, gratuity, or benefit in violation of his duty, or acquires any interest adverse to his principаl, without a full disclosure, it is a betrayal of his trust and a breach of confidence, and he must account to his principal for all he has received.’ ”
This court has specifically held that plaintiffs seeking forfeiture of attorneys’ fees are not entitled to recover fees paid by a third party. Elizondo v. Krist,
Therefore, we conclude that the trial court did not err by granting P & H’s motion for рartial summary judgment. A client seeking forfeiture of an attorney’s fees is not entitled to recover fees paid by another party, and it is not for this court to change well-settled law. We overrule Workzone’s third issue.
C
P & H further argues that Workzone is not entitled to recover the $10,000 it paid for P & H’s first representation, emphasizing that “P & H was never paid for the legal services it performed during its second representation of Workzone, when the alleged conflict of interest arose and the alleged breach of fiduciary duty occurred.” Accordingly, P & H contends, “even had the jury answered the breach of fiduciary duty question diffеrently, Workzone should not have been entitled to the forfeiture of any fees at all.” We agree.
As previously explained, one basis for the remedy of fee forfeiture is that “an agent’s compensation is not only for specific results but also for loyalty,” and therefore an attоrney who breaches her fiduciary duty to a client has not provided the bargained-for loyalty on which the right to compensation is based. Burrow,
Therefore, we conclude that P & H and Workzone had two distinct attorney— client relationships. Workzone does not dispute that P & H fully performed its obligations, including its fiduciary duties, pursuant to the first representation. P & H was thus entitled to full compensation for those services. It is also undisputed that Workzone paid no fees for P & H’s second representation, when the conflict and breach allegedly occurred. Therefore, there are no fees subject to the forfeiture that Workzone seeks. See Elizondo,
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For thе aforementioned reasons, we affirm the trial court’s judgment.
Notes
. Shepherd initially held himself out as the owner of Workzone, and he signed the Professional Services Agreement with P & H as, "Ken Shepherd d/b/a Workzone.” On January 30, he revealed that Gregory owned Workzone. Snyder spoke with Gregory on the phone and emailed her a revised agreement to be signed “Martha Gregory d/b/a Workzone,” but Gregory never returned it. Although Gregory had executed a written authorization on February 24, 2004, which gave Shepherd "full authority to sign affidavits, make decisions and represent Workzone Technology in its claims against CTI and the surety,” there is no evidence this document ever came to Snyder’s attention. Nevertheless, it is undisputed that P & H and Workzone agreed to be bound by the terms of that contract.
. At the end of this note, Shepherd wrote, "P. S. We need to discuss your bill ASAP.” But P & H received no other communications from Shepherd or Gregory to suggest there was a dispute about the invoices.
. Because the motion had been mailed, Workzone was entitled to 24 days' notice of the hearing but had been given only 21 days’ notice. Tex. R. Civ. P. 21a.
. To support its motion to withdraw, P & H cited Workzone’s failure and refusal to communicate and cоoperate with P & H with respect to the litigation, as well as Workzone's failure to pay any of P & H’s invoices. Because Judge Isgur found Workzone's failure to communicate sufficient to justify withdrawal, he granted P & H's motion on that basis alone.
. Within this argument, Workzone also alleges that the trial court improperly limited Workzone’s ability to present evidence of the amount of compensation P & H received for its work on behalf of the trustee. But Workzone was subject to no such limitation. Rather, in the trustee's final report, which Workzone and P & H offered as a joint exhibit, the trustee recorded the exact amount оf every payment made to P & H. To the extent Workzone suggests the trial court's ruling on the motion for partial summary judgment had the effect of limiting its ability to introduce evidence, we disagree.
. Shepherd and Snyder both testified that when Shepherd returned to P & H seeking representation in May 2005, Snyder refused to undertake representation of Workzone until Workzone fully paid P & H's invoices from its previous representation. Shepherd testified that he called Gregory and told her what Snyder said, and Gregory told him to write P & H a check on Workzone’s behalf in the amount of the unpaid invoices. Further, on the face of the check, Shepherd wrote that it was payment for "Deposit For All Previous Invoices to Date.”