In this case, Sondra Grohman sued her ex-husband, Clarence Kahlig II, for various torts and breach of a Security Agreement (Agreement) entered pursuant to their divorce settlement when he changed the security, stock in his two corporations, into limited partnership units. Kahlig filed a counterclaim seeking a declaration that changing the form of the business entities did not сonstitute an event of default under the Agreement. At trial, the court submitted the breach of contract claim to the jury, but found no evidence to support the tort claims. The jury found that Kahlig did not breach the Agreement. The trial court entered a take-nothing judgment on the verdict. The court of appeals affirmed the trial court judgment as to the tort claims, but held that Kahlig breached the Agreement as a matter of law and reversed the take-nothing judgment. We hold Kahlig did not breach the Agreement as a matter of law, and Groh-man presented no evidence to support her tort claims. Thus, we reverse the court of appeals’ judgment in part and affirm in part.
Grohman and Kahlig divorced in 2001. As part of their divorce settlеment, Kahlig agreed to pay Grohman approximately $22 million. Kahlig paid Grohman approximately $12.6 million in cash and gave Grohman a promissory note for $9.5 million, to be paid off in annual installment payments of approximately $1 million. As collateral, Kahlig pledged a majority of his stock in two corporations, North Park Lincoln-Mercury, Inc., and Kahlig Enterprises, Inc., totaling seventy percent of the shares outstanding in each corporation.
Kahlig and Grohman entered into a Security Agreement in 2001 to protect Groh- *885 man’s interest in the collateral. The Agreement described the collateral and Kahlig’s rights and duties:
[Kahlig] grants [Grohman] a continuing security interest in and to the following: (a) [70% of the outstanding shares of common capital stock in North Park Lincoln-Mercury, Inc.]; and (b) [70% of the outstanding shares of common capital stock in Kahlig Enterprises, Inc.]; and such shares and all replacements, additions, and substitutions therefor now owned or hereafter acquired by Borrower, plus all cash and non-cash proceeds and all proceeds of proceeds arising from those shares (all of which is individually and collectively hereinafter referred to as “Collateral”).
Borrower hereby warrants and agrees that:
5. Borrower will not sell, transfer, lease, or otherwise dispose of the Collateral or any interest therein except in compliance with the release provisions herein....
6. Borrower shall at all times keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair and will not allow the Collateral to become wasted or destroyed ....
8. Borrower shall have all rights and all responsibilities in respect to the Collateral and may use it in any lawful manner not inconsistent with this Security Agreement.
In 1999, prior to the divorce, Kahlig inquired into the franchise tax benefits of converting his two corporations to limited partnerships. In 2008, he requested a private letter ruling from the IRS seeking confirmation that the conversion would not adversely affect the dealership’s inventory accounting method. The IRS confirmed the conversion would not adversely affect the businesses in a favorable private letter ruling six months later. Kahlig converted the corporations to partnerships shortly thereafter.
Kahlig formed two identical plans of reorganization for the two corporations. Kahlig organized a holding company corresponding to each corporation. He contributed his existing stock in each corporation to each holding company. Then, Kahlig converted each corporation to a limited partnership, and each holding company exchanged the shares of corporate stock for equal units of limited partnership interest with the newly formed limited partnership. The corporate shares were canceled once they were replaced with partnership units. The conversions had no effect on Groh-man’s security interest other than replacing corporate stock with units of limited partnership, and Kahlig’s equity in the entities actually increased in value due to the more beneficial franchise tax treatment. Kahlig converted the entities back to corporations in 2007 when the limited partnership form was no longer advantageous for reducing the entities’ franchise taxes.
Grohman discovered the 2008 conversions during a second child custody suit against Kahlig. She sued Kahlig for breach of contract in August 2005 alleging that the conversions breached the Agreement because Kahlig agreed not to “sell, transfer, lease or otherwise dispose of the Collateral or any interest therein” without Grohman’s consent and further agreed not to “allow the Collateral to become wasted or destroyed.” 1 Grohman contended that Kahlig’s alleged breach accelerated the *886 debt at the time of the breach, despite Kahlig’s timely payment as agreed. She claimed damages, beyond the amount due under the promissory note, in thе form of additional interest on the accelerated principal. Later, Grohman amended her complaint to add fraud, negligence, and gross negligence claims. Kahlig asserted a counterclaim seeking a declaratory judgment that the Agreement did not preclude Kahlig from continuing to unilaterally determine the business form under which his businesses opеrated, and thus the conversion of the business form was not an event of default under the Agreement.
At trial, the court held that the breach of contract claim was a question of fact and thus submitted it to the jury. The court refused to submit Grohman’s tort claims, holding that no evidence supported them. The jury found that Kahlig did not breach the Agreement by converting the corporаtions to limited partnerships. The trial court entered a take-nothing judgment as to Grohman’s claims. It also granted Kah-lig’s request for declaratory relief and awarded attorney’s fees in the amount of $135,757.00 to Kahlig and $82,367.08 to the business entities. See Tex. Civ. Prac. & Rem.Code § 37.009 (allowing recovery of attorney’s fees in a suit for declaratory judgment).
Grohman appealed, contending the triаl court erred by: (1) submitting a question of law to the jury that should have been answered by the trial court; (2) failing to grant a judgment notwithstanding the ver-diet because she established Kahlig breached of the Agreement as a matter of law; (3) refusing to submit her tort claims to the jury;
2
and (4) awarding attorney’s fees. The court of appeals affirmed the trial court’s take-nothing judgment on Grohman’s tort claims, but reversed the take-nothing judgment on the breach of contract claim and the awards of declaratory relief and attorney’s fees.
Both parties appealed. Kahlig argues, as a matter of law, he did not breach the Agreement because it did not prohibit converting his corporations to limited partnerships. Thus, the court of appeals erred in reversing the trial court’s judgment because the jury submission was harmless *887 error. Alternatively, he argues the Agreement was ambiguous as to his right to convert the business forms, and thus the trial court was correct to submit the question to the jury. Grohman argues thаt the court of appeals erred in remanding to the trial court, rather than rendering judgment in her favor, on the breach of contract claim. She also argues the court of appeals erred in affirming the trial court’s refusal to submit her tort claims to the jury. We analyze each claim separately.
A trial court commits error if it submits a question of law to thе jury.
Knutson v. Ripson,
The Agreement states that the “Collateral” may not be transferred, disposed of, or destroyed. The Agreement’s definition of Collateral guides our interpretation of these provisions.
See Dynegy Midstream Sens., Ltd. P’ship, v. Apache Corp.,
The court of appeals held that Kahlig breached the Agreement because he destroyed the corporate stock when he converted it to units of limited partnership and thus “disposed of’ the Collateral. 3 Grohman argues Kahlig destroyed the stock in violation of the Agreement because the corporate shares were eventually canceled. The court of appeals agreed, noting as a result of the conversion the shares were canceled and retired and ceased to exist. Because the shares of stock ceased to exist, the court of appeals held they were destroyed.
*888 But the Agreement defines the Collateral more expansively than merely shares of stock. Kahlig breached the Agreement only if the conversion of his corporations to limited partnerships allowed his stock and “such shares and all replacements, additions, and substitutions” to be destroyed. The shares of stock were inevitably canceled, but first they were replaced with units of limited partnership that represented thе same interest in the businesses. Kahlig remained the sole owner of his business interest throughout the business conversions, and at no point in the conversions was his interest in the business entities destroyed. The Collateral may have changed form, but it was not destroyed. In fact, Grohman does not dispute that the Collateral’s value actually increased.
Grohman contends that Kahlig trаnsferred the Collateral in the conversion because the plan of reorganization involved movement of interest in the companies between Kahlig and holding companies. “Transfer” is defined as:
Any mode of disposing of or parting with an asset or an interest in an asset, including a gift, the payment of money, release, lease, or creation of а lien or other encumbrance. The term embraces every method — direct or indirect, absolute or conditional, voluntary or involuntary — of disposing of or parting with property or an interest in property.
Black’s Law Dictionary 1636 (9th ed. 2009). Despite the fact that the business interest technically moved between Kahlig and his holding companies, Kahlig retained ownership of his entire interest in the companies throughout the conversion. Thus, the Collateral was not transferred, and Grohman’s security interest was not impaired.
The Agreement lacks any specific mention of the consequences of a business entity conversion. It gives Kahlig “all rights and all responsibilities in respect to the Collateral ... not inconsistent with this Security Agreеment.” The most reasonable interpretation of the Agreement, read as a whole to harmonize all of its provisions, is that it did not prohibit Kah-lig from converting the business entities, and at no point in the conversion did Kah-lig breach the Agreement. Therefore, we hold Kahlig did not breach the Agreement as a matter of law. The trial court committed harmless error by submitting the question to the jury because the jury answered it as the trial court should have. Tex.R.App. P. 44.1(a)(1);
Spencer,
Grohman next contends the trial court erred in refusing her request to submit questions regarding her fraud and negligence claims to the jury. Rule 278 of the Texas Rules of Civil Procedure requires the submission of questions to the jury raised by the written pleadings and the evidence. Tex.R. Civ. P. 278;
Elbaor v. Smith,
To prove her fraud cause of action, Grohman must establish that Kahlig made a material misrepresentation.
Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc.,
Grohman’s negligence claims allege Kahlig breached “a duty not to injure her secured interest in the Collateral,” and claims damages for that conversion — acceleration of the debt — as provided in the Agreement. Even if Kahlig breached a duty in tort separate from that in contract, when “the only loss or damage is to the subject matter of the contract, the plaintiffs action is ordinarily on the contract.”
Sw. Bell Tel. Co. v. DeLanney,
Finally, because the court of appeals erred in finding that Kahlig breachеd the Agreement, the grounds for reversal of the declaratory relief and attorney’s fees award are also in error. Normally we would render judgment on this issue, but here neither party has briefed the issue before this Court. Therefore, we remand the issue of whether Kahlig is entitled to attorney’s fees to the court of appeals.
The trial court’s erroneous submissiоn of a question of law to the jury was harmless because it was answered as the trial court should have answered it. The proper judgment was rendered and thus there was no grounds for reversal. Accordingly, and without hearing oral argument, Tex. R.App. P. 59.1, we reverse the court of appeals’ judgment as to that issue and render the judgment originally entered by the trial court — Grohman takes nothing on her breach of contract claim. We remand the declaratory relief and attorney’s fees issue to the court of appeals. We affirm the court of appeals’ judgment that Groh-man take nothing on her claims for fraud, gross negligence, and negligence.
Notes
. Kahlig рaid the annual payments due on the note each year, including during the pen-dency of the underlying lawsuit and this appeal. He eventually paid off the remainder of the note in 2008, satisfying his obligations thereunder and releasing Grohman's security interest.
. The trial court denied Kahlig's motion for directed verdict on all of Grohman’s claims at the close of Grohman's evidеnce, but, at the jury charge conference, refused to submit to the jury Grohman's claims except breach of contract and negligence per se. The negligence per se claim was based upon an alleged violation of section 32.33 of the Texas Penal Code, which prohibits a person who has signed a security agreement from harming or devaluing property with the intent to hinder enforcement of a security interest on the property. The jury found that Kahlig did not commit the acts upon which Grohman based her negligence per se claims, and the trial court similarly held that Grohman take nothing on the claim. The parties do not challenge this portion of the trial court’s judgment.
. Whether the term "disposed of” includes the destruction of property and does not require a transfer or alienation of property to a third party has not been directly decided by this Court, but this determination is unnecessary because a separat; provision prohibits Kahlig from “allow[ing] the Collateral to become wasted or destroyed.”
. Because we hold that the court of appeals erred in reversing the trial court's judgment we do not reach the issue of whether remand was proper.