OPINION
Opinion by
The trial court granted the Defendants’ pleas to the jurisdiction for lack of stand *247 ing on all of the Plaintiffs’ claims and dismissed the case. We conclude that (1) Plaintiff-Appellants lack standing on the statutory and common-law causes of action brought on their own behalf. Concerning the causes of action asserted “on behalf of’ the business entity that they sold, they affirmatively negate having capacity to bring those claims. Accordingly, we affirm the trial court’s dismissal of all of Plaintiffs’ claims. We reverse the trial court’s order denying Coors attorneys’ fees and remand that issue.
Facts
The crux of this dispute is the disapproval by Coors Brewing Co. (“Coors”) of a proposed consolidation in 2001 betweеn Willow Distributors, L.P. (‘Willow”), an entity distributing Coors beer in the Dallas area, and the distributor of Miller beer, Miller of Dallas (“Miller”). Plaintiffs alleged that Willow and Miller had agreed to a joint venture that would be operated by a new entity, United LP. Willow and Miller would each own 50% of the new entity, and the cash flow from the new business would be shared equally. In addition, Nauslar asserts the new enterprise would employ him as a company manager.
At the time of the proposed consolidation (the “Consolidation”), neither of the Plaintiffs was party to the distributorship agreement with Coors. Rather, Willow was the contracting party and the named distributor under the distributor agreement with Coors. Plaintiff Dennis Naus-lar, individually, did not have a direct ownеrship interest in Willow, and Plaintiff Nauslar Investments was the limited partner in Willow. The structure underpinning Willow is as follows: Willow’s general partner was DEN L.P. and its limited partner was Nauslar Investments LLC. Nauslar, individually, was 100% owner of Nauslar Investments, which in turn was the limited partner in DEN L.P (general partner in Willow).
When, in September 2001, Nauslar presented the proposed Consolidation to Coors for its approval, Coors rejected the deal. Instead, Coors invoked its right under the distributorship agreement to negotiate exclusively to buy Willow. It assigned that exclusive right to Golden Distributing Enterprises, L.P. (Golden). Over the next year, according to Plaintiffs, it became clear that Golden could not feasibly consolidate with or purchase Willоw. Subsequently, Nauslar approached Miller again, but this time Miller was interested in only an outright purchase of Willow. Coors approved an outright sale to Miller. Coors, relying on a clause in the distributorship agreement, required Nauslar to sign a “mutual release” on behalf of Willow. Under that agreement, both Willow and Coors released any and all claims each had against the other and also warranted that neither party had assigned any such claims to a third party. Nauslar signed the release, and Miller bought Willow and DEN L.P. from Nauslar and Nausar Investments for $57.8 million.
Nauslar and Nauslar Investments sued Coors, alleging it unreasonably disapproved the proposed Consolidation with Miller, in violation of the Texas Beer Industry Fair Dealing Law. They also brought a number of common-law claims against Coors and Golden, including one for tortious interference with the Consolidation. After two hearings, the trial court granted Coors’s and Golden’s pleas to the jurisdiction and dismissed all of the Plaintiffs’ causes of action for lack of standing. Plaintiffs brought this appeal, challenging the trial courts’ dismissal of their statutory and common-law causes of action.
*248 Summary
Plaintiffs seek to bring their claims in their own right, as individual claims brought on their own behalf. They also assert — as former partners and owners of Willow — claims “on behalf of’ Willow, for alleged injuries to Willow itself, but with recovery going to Plaintiffs, not Willow. First, we address the individual claims and conclude that Plaintiffs lack standing to bring either the common-law or statutory causes of action in their own right. We address next the claims brought “on behalf of’ Willow, i.e., the Willow partnership’s claims. We conclude that Plaintiffs, in their live pleading, affirmatively negate that they have capacity to bring claims on behalf of Willow. Having rejected their other theory by which to allege capacity, we affirm dismissal of the claims asserted on behalf of Willow. We conclude that an award of attorney’s fees under the statute is mandatory if one party prevails in an action under that statute, and thus we reverse the trial court’s order denying Coors its attorney’s fees and remand that issue.
I. Common-Law Causes of Action Asserted as Individual Right of Action
Wе address whether the Plaintiffs have standing, in their own right, to bring and personally recover on the common-law causes of action 1 they assert against Defendants. We note first the injury asserted. Plaintiffs allege that Willow was weakened by Coors’s efforts to force a deal with Golden, and that Willow’s value declined between the time of the disapproval in 2001 and the subsequent sale to Miller in 2003. Specifically, Plaintiffs assert damages as follows: Nauslar, individually, seeks redress for (1) the distributions, profits and other benefits of ownership he would have reaped as the sole owner of Willow and other corporate entities, had Coors approved the Consolidation; and (2) loss of salary, bonuses and other еmployment compensation he would have been paid by United (the operating entity to be formed upon Consolidation) as well as employment-related losses as an employee of Willow. Nauslar Investments, Inc. asserts that, as the former general partner of DEN LP (the general partner of Willow) and as the former limited partner of Willow, it was “injured to the same degree as — and could assert all claims of DEN LP and Willow.”
In sum, Nauslar seeks damages for loss of the benefits of ownership and employment-related losses. Nauslar Investments, as former general partner of the general partner of Willow, seeks damages that mirror those suffered by Willow.
A. Standard of Review and Principles Governing Standing
Because the question of standing is a legal question, we review de novo a trial court’s ruling on a plea to the jurisdiction. Ma
yhew v. Town of Sunnyvale,
When a plaintiff fails to plead facts that establish jurisdiction, but the petition does not affirmatively demonstrate incurable defects in jurisdiction, the issue is one of pleading sufficiency and the plaintiff should be afforded the opportunity to amend.
County of Cameron v. Brown,
A person has standing to sue when he is personally aggrieved by the alleged wrong.
Nootsie Ltd. v. Williamson County Appraisal Dist.,
Without a breach of a legal right belonging to a plaintiff, that plaintiff has no standing to litigate.
Exxon Corp. v. Pluff,
B. Legal Principles: Whose Primary Legal Right Was Allegedly Infringed?
Plaintiffs’ principle argument is that the issue raised concerns who owns the claims, and thus presents a question of capacity, not standing. Thеy rely on
Pledger v. Schoellkopf,
We note initially that
Pledger
cannot stand for the simplistic proposition that a challenge to a stakeholder’s bringing a suit to recover personally for corporate wrongs
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raises an issue of capacity only. The
Pledger
court did not, indeed could not, discuss standing because that issue was not before it.
An individual stakeholder in a legal entity does not have a right to recover personally for harms done to the legal entity.
Wingate v. Hajdik,
In
Fredericksburg Indus., Inc. v. Franklin Int’l, Inc.,
Other cases in the cоrporate context reaffirm that where damage is to the business entity’s worth, the individual stakeholder cannot personally recover, whether the damages sought are in terms of diminished value of an ownership interest or loss of employee benefits. In
Mendenhall v. Fleming Co., Inc.,
A partner has no individual, separate cause of action for losses suffered by reason of tortious interference with a contract between the partnership and a third party: damages for loss in value of the partnership interest or employment losses are subsumed in the partnership’s causes of action.
Cates v. Int’l Tel. & Tel. Corp.,
C. Application and Conclusion
Nauslar generally argues that he has standing, because he was “personally aggrieved” by, and suffered “direct injury” from, Defendants’ actions in disapproving the Consolidation. He seeks to recover for loss of benefits of ownership and employment. Nauslar Investments asserts it has standing to sue, individually, for harms done to the partnership and seeks damages mirroring those Willow could recover.
As the case law demonstrates, Plaintiffs do not have a separate, individual right of action for injuries to the partnership that diminished the value of their ownership interest in that entity.
Wingate,
We note the applicability of the facts in
Cates
to the instant case.
Accordingly, any claims for damages which [plaintiff] suffered by reason of diminution in value of his partnership interest, or his share of partnership income, or his salary or bonus from the partnerships or their businesses, by reason of breach of such agreements, or tortious interference with such businesses, or anticompetitive conduct interfering with or limiting or “taking over” such businesses or their activities, are in effect subsumed within the causes of action of the partnerships and do not afford [plaintiff] ... a separate, individual cause of action.
Id. at 1181.
Accordingly, Willow possesses the primary legal right that was allegedly violated, and thus Willow is the exclusive party with a justiciable interest in redressing those alleged injuries. Accordingly, Plaintiffs do not have a standing to pursue and recover personally on the asserted common-law causes of action.
Plaintiffs’ arguments to the contrary do not alter our conclusion. Concerning the tortious-interference cause of action, Naus-lar argues that he has individual standing to pursue the claim under
Sturges v. Wal-Mart Stores, Inc.,
Sturges is inapposite. The proposed entity in Sturges was never formed, leaving the principals in that enterprise as the directly injured parties. In today’s case, the direct injury from Defendants’ alleged wrongdoing was to Willow, the operating business entity that would have consolidated with Miller.
Plaintiffs also rely on
Abraham Inv. Co. v. Payne Ranch, Inc.,
*252 Abraham is inapposite, as the analogy-fails at the outset. The plaintiff had a direct contract with the defendant. Disposition under that contract turned on whether the third-party contract was properly exercised. In today’s case, there is no direct contract between Plaintiffs and Defendants Coors and Golden. Accordingly, Plaintiffs lack standing to pursue their tor-tious-interference cause of action against Defendants.
Nauslar Investments asserts standing in its roles as former general partner of Willow’s general partner and former limited partner of Willow. To overcome the obstacle that it is not a general partner of Willow, it relies on the double derivativе rule governing corporate derivative suits. To overcome the general rule that a partner cannot sue individually on a partnership claim, it relies on eases applying an exception to that rule. Those cases do not apply because, as discussed below, Nauslar Investments sold to Miller the entirety of its interest in Willow. 2 None of the cases it cites stands for the proposition that a partner that has sold its entire interest in the partnership can personally recover on a claim belonging to that partnership. The Mendenhall court, discussing the sale of corporate stock, captured the effect of the Plaintiffs’ sale of the partnership:
When [plaintiffs] sold their corporate stock to a third party, they sold their right to control the very cause of action they now attempt to assert. This suit cannot reclaim that corporate cause of action by asserting the same damage sustained by the corporation also served to diminish the value of their individually held estates.
Mendenhall,
II. Plaintiffs’ Statutory Causes of Action Asserted in Their Right
Plaintiffs assert that Coors unreasonably disapproved the Consolidation in violation of the Texas Beer Industry Fair Dealing Law (BIFDL), which prohibits manufacturers from withholding approval of the transfer of distributorship rights if the substituting party meets “reasonable standards.” Tex. Anco. Bev.Code Ann. § 102.71, -.76, -.77, -.79 (Vernon 1995). We examine whеther Plaintiffs have standing, in their own right, to bring a claim for the alleged violation of BIFDL. 3
A. Legal Principles Governing Standing Based on Statute
Standing to sue can be predicated upon either statutory or common-law authority.
See Williams v. Lara,
We review matters of statutory construction de novo.
City of San An
*253
tonio v. City of Boerne,
BIFDL provides a judicial remedy for a “manufacturer” or “distributor,” as defined in the statute, 4 who are parties to a distributorship agreement:
If a manufacturer or distributor who is a party to an agreement pursuant to Section 102.51 of this code fails to comply with this Act or otherwise engages in conduct prohibited under this Act ... the aggrieved manufacturer or distributor may maintain a civil action in a court of competent jurisdiction....
Tex. Alco. Bev.Code Ann. § 102.79(a).
BIFDL prohibits a manufacturer from withholding approval of a distributor’s transfer of its distributorship interest when the person or persons to be substituted “meet reasonable standards.” The full provision reads as follows:
No manufacturer shall unreasonably withhold or delay its approval of any assignment, sale, or transfer of the stock of a distributor or all or any portion of a distributor’s assets, distributor’s voting stock, the voting stock of any parent corporation, or the beneficial ownership or control of any other entity owning or controlling the distributor, including the distributor’s rights and obligations under the terms of an agreement whenever the person or persons to be substituted meet reasonable standards. ...
Id. § 102.76(a) (emphasis added).
In a case construing these two sections of BIFDL, the Corpus Christi Court of Appeals held that the plaintiff did not have a statutory right to maintain its cause of action against thе distributor, because it failed to comply strictly with the statute’s requirements.
Ace Sales Co., Inc. v. Cerveceria Modelo, S.A. de C.V.,
B. Analysis and Conclusion
Nauslar argues that although he is not a “distributor” under the BIFDL definition, he should be entitled to sue under the statute, based on its text, legislative history, and purpose. Nauslar *254 points to the text of Section 102.76(a) that protects not just transfers of the distributorship itself, but also transfers of “the voting stock of any partner corporation,” as well as the “beneficial ownership” of entities owning the distributor. He argues that persons representing those interests must have standing under the statute, to effectuate the broad protective purpose of the statute. Hе also points to pieces of legislative history to indicate that, in discussing the pending bill, the legislators did not distinguish between the business entity that comprises the distributorship and the individuals who own that entity.
We are not persuaded to adopt Plaintiffs’ expansive reading of the text of BIFDL. Rather, we are persuaded by Appellee’s argument that when the legislature intends to grant a remedy to all persons who might be injured by a statutory violation, it plainly grants a remedy to “injured persons.” See, e.g., Tex. Bus. & Com.Code Ann. § 19.02 (Vernon 2002) (granting judicial remedy to “a person injured” by a violation of the statute regulating relationship between manufacturers and dealers of particular equipment); Tex. Occ.Code Ann. § 2352.201 (Vernon 2004) (violators of statute are liable to “an injured party ... ”).
We apply the tenet that the legislature chooses its words carefully and means what it says.
Williams,
C. Was the No-Assignment Clause Void?
Nauslar asserts Coors demanded that Willow sign a mutual release of any claims it had against Coors, which included Willow’s warranty that it had not assigned any of its claims to a third party. Nauslar asserts that, but for Coors’s insistence that he execute the release by Willow, he would have assigned Willow’s claims to himself. The release, Nauslar asserts, violated the “anti-waiver” provision of BIFDL. He argues Coors should not be allowed to circumvent the section prohibiting unreasonable disapproval of a transfer by violating the section prohibiting the release of such claims. As a remedy, Nauslar invokes equity principles, urging the court to declare an “equitable assignment” of Willow’s claims to Nauslar, thus enabling him to sue — as constructive assignee of Willow’s claims — under BIFDL.
Section 102.72(c) of BIFDL states, “The effect of this Act may not be varied by agreement. Any agreement purporting to do so is void and unenforceable to the extent of such variance only.” Nauslar asserts that this “anti-waiver” provision prohibited Coors from conditioning its approval of the sale of Willow on Willow’s *255 release of its claims against Coors. Naus-lar insists the only permitted reason for disapproving a transfer under section 102.76 is when the proposed transferee fails to meet “reasonable standards.” Coors is thus not permitted to disapprove a transfer based on a failure to sign a release. Thus Nauslar argues, the release-with-non-assignment clause, which waives the distributor’s BIFDL claim, should be declared void under the anti-waiver provision, section 102.72(c).
We note that the issue Nauslar raises, whether he individually had statutory standing to pursuе Willow’s claim, turns on the permissibility of the clause in which Willow warrants it did not assign its claims to a third party. Thus, we need not address whether the release by Willow of its own BIFDL claims against Coors was prohibited by the anti-waiver provision in section 102.76(c). The issue is this: Is a distributor’s representation that it has not assigned its statutory claims, if any, to a third party an agreement that “varies the effect of the BIFDL” so as to be void? As discussed, the plain language of section 102.79 grants a right of action only to “distributors or manufacturers” that are party to a distributorship agreement. Nauslar points to no authority to indicate that BIFDL claims must remain freely assignable to those not otherwise entitled to bring such claims in them own right. And we seе no language in the text of the statute requiring the reading urged by Plaintiffs.
Accordingly, we hold that neither Plaintiff has standing to bring the claims, on their own behalf, seeking redress for violations of BIFDL.
III. Plaintiffs’ Causes of Action Asserted “On Behalf Of’ Willow
We turn to Plaintiffs’ assertion of causes of action purportedly brought “on behalf of’ Willow. Plaintiffs assert — as the former partners in and owners of Willow— they are entitled to recover personally on Willow’s claims for injuries suffered by Willow. Plaintiffs argue Defendants’ challenges go to the issue of “claim ownership” only. They assert, “An argument about whether a current or former owner, as distinct from his company, owns a particular claim is an argument about capacity.”
A. Legal Principles
A plaintiff must have both standing and capacity to bring a lawsuit.
Coastal Liquids Transp. L.P. v. Harris County Appraisal Dist.,
B. Analysis and Conclusion
Plaintiffs allege, and it is undisputed, that Plaintiffs sold their interest in the Willow partnership to Miller. Willow’s causes of action belong to the partnership, not to its partners. Absent an agreement otherwise, Willow’s assets, including any chose in action it held, would have transferred to Miller in the sale. 5
*256 Plаintiffs do not allege that they consensually acquired legal title to Willow’s causes of action — and thus possess exclusive authority (capacity) to prosecute and recover on Willow’s claims. That is, they do not allege that, despite the sale to Miller, they retained title to Willow’s causes of action, or otherwise acquired those assets by assignment. Indeed, Plaintiffs allege and argue the opposite: they allege that Coors conditioned its approval of the sale on Willow’s warranting it had not assigned its claims against Coors to a third party. Nauslar argues, but for that condition, he would have caused Willow to assign its claims to himself. 6
Plaintiffs thus judicially admit they have do not own legal title to Willow’s causes of action.
Houston First American Sav. v. Munich
To bring suit and rеcover on a cause of action, a plaintiff must have both standing and capacity.
El T. Mexican Rests.,
IY. Attorney Fees under BIFDL
Coors asserts, on cross-appeal, that the trial court erred in denying Coors attorney fees under BIFDL. Coors argues it prevailed on the BIFDL claims and an award of attorney’s fees is mandatory to the prevаiling party in an action brought under BIFDL.
Section 102.79(c) of BIFDL states,
The prevailing party to any action under Subsection (a) of this section shall be entitled to actual damages, including the value of the distributor’s business, as specified in Section 102.77 of this code, reasonable attorney’s fees, and court costs.
Tex. Alco. Bev.Code Ann. § 102.79(c) (emphasis added). Subsection (a) provides for a right of action for a “manufacturer or distributor” who is party to a distributorship agreement. If the defending manufacturer or distributor fails to comply with the statute, “the aggrieved manufacturer or distributor may maintain a civil action in a court of competent jurisdiction....” Id. § 102.79(a) (emphasis added).
Plaintiffs respond that, if they do not have standing under the statute, then the trial court lacks jurisdiction to award attorney’s fees, relying on
Smith v. Tex. Improvement Co.,
We have concluded that Plaintiffs lack standing to bring the BIFDL claims, either in their own right or “on behalf of’ Willow. Coors thus qualifies as a “prevailing party” within the meaning of section 102.79(c).
Robbins v. Capozzi,
The Plaintiffs’ reliance on the broad statements in
Smith
is misplaced. That case did not address an issue involving a statutory provision mandating an award of fees. A trial court’s dismissal for lack of subject-matter jurisdiction does not prevent the concurrent award of attorney’s fees under the mandatory award provision.
See Galveston County Comm’rs Court v. Lohec,
Accordingly, we AFFIRM the trial court’s dismissal of all of Plaintiffs claims. We REVERSE the trial court’s order denying Coors attorney’s fees under BIFDL and REMAND that issue for further proceedings.
Notes
. Plaintiffs sued Coors for breach of contract and sued both Coors and Golden for conspiracy to terminate the Consolidation, negligence per se, and tortious interference. Nauslar also asserted that he, individually, was a third-party beneficiary to the Consolidation agreement. We refer to these causes of action collectively as Plaintiffs’ common-law actions.
. The facts in the cited cases are not analogous:
Allied Chemical Co. v. DeHaven,
. It is undisputed that Willow itself has standing to pursue a BIFDL claim. Willow is not a party to this suit and Plaintiffs disavow that they are suing derivatively on any claims that belong to Willow.
. Under section 102.71, "distributor” is defined as a person licensed under Section 64.01 or 65.01 of the Act, which sections in turn define the activities a licensed distributor is authorized to perform. Tex. Alco. Bev.Code Ann. §§ 64.01, 65.01, 102.71.
. Under the Texas Revised Limited Partnership Act (TRLPA), the partnership, not the partners, own the partnership's property. Tex.Rev.Civ. Stat. Ann. art. 6132a-7.01 (Vernon Supp.2004-05). When a business entity is acquired in its entirety by another, in the
*256
absence of specific terms to the contrary, both the liabilities and assets of the acquired company are transferred to the purchaser.
Duke Energy Field Servs. Assets, L.L.C. v. Nat’l Union Fire Ins. Co. of Pittsburgh, PA,
. Plaintiffs plead, in their live pleading:
[A]s a condition for gaining its approval, and in tacit acknowledgement of its past wrongdoing, Coors extracted a purported release from Willow for claims against Coors arising out of its former, illegal conduct.
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Coors’ release also contained the following provision requiring Nauslar to represent that he had not assigned Willow's claim to any third party ...
If Coors had not conditioned approval of Nauslar’s sale of Willow and DEN to Miller of Dallas on execution of its release in its original form, and had instead agreed to allow assignments, Nauslar would have assigned to himself all rights possessed by Willow to sue Coors for the claims alleged in this petition.
. In addition, at the end of the first hearing, the trial court ordered Plaintiffs to replead with much more specificity so that you make it clear "who is suing for what, what wrong to whom, when, and causing whatever for what period of damages.... I'm probably going to grant [the pleas to jurisdiction] the next go round if you don’t make it clear....”
See Harris County v. Sykes,