OPINION
Aрpellants, Rockwall Commons Associates, Ltd., Stone Rockwall Properties, L.L.C., and Tom F. Stone, appeal the trial court’s judgment in favor of MRC Mortgage Grantor Trust I, Appellee. We affirm.
BACKGROUND
This case arises from Appellants’ failure to pay non-refinanced interest pursuant to the terms of a letter-agreement for which the trial court rendered summary judgment. On March 30, 2004, MuniMae *503 Midland Construction Finance, L.L.C. (MuniMae), loaned Appellant Rockwall Commons Associates, Ltd. (Rockwall Commons), $22,400,000 for construction purposes. The construction loan agreement was executed by Tom F. Stone (Stone) as manager of both Rockwall Commons and Stone Rockwall Properties, L.L.C. (Rockwall Properties), Rockwall Common’s general partner. Stone, in this same capacity, also executed a Guaranty Agreement and Construction Mortgage Note (the mortgage note) in which he guaranteed and promised to repay the construction loan amount and secured the construction mortgage note. The mortgage note was due to mature on July 1, 2006, or upon permanent loan funding, whichever occurred first. According to Appellee’s original petition, MuniMae later became known as MMA Construction Finance, L.L.C. (MMA). MMA allegedly assigned its rights, title, and interest in the construction loan to Appellee.
On February 15, 2007, Appellants executed a “letter agreement” with Appellee. 1 The letter agreement references the “Construction Loan ... from MMA Construction Finance, LLC (formerly known as MuniMae Midland Construction Finance, LLC) as assigned to MRC Mortgage Grantor Trust I ... to Rockwall Commons Associates, Ltd.” The document was executed by Stone as manager of Rock-wall Commons and Stone Rockwall Properties. The letter agreement reveals that Rockwall Commons refinanced the construction loan with Capmark Bank (Cap-mark loan), but the refinancing was insufficient to timely repay $662,173 of accrued interest to Appellee. Under the terms of the letter agreement, Appellee agreed to defer payment of the $662,178 interest due and released its first-priority deed of trust to permit Appellants to secure the refinancing. Rockwall Commons and Stone Rockwall Properties agreed to repay the deferred interest amount plus additional interest thereon “equal to 1% over the prime rate in the Wall Street Journal or comparable prime rate published from time to time and selected by MRC as such prime rate adjusts from time to time.” Appellants agreed to pay $232,422 of the balance on or before May 15, 2007, and the balance of $429,751 on or before the maturity or acceleration of the Capmark loan. As part of this agreement, Stone also ratified and confirmed his obligations as guarantor under the original guaranty agreement. Once again, Stone signed the letter agreement in his individual capacity and as manager of Rockwall Commons and Stone Rockwall Properties.
On August 27, 2007, Appellee brought suit for breach of contract against Appellants and for brеach of guaranty against Stone, and alleged that Appellants had failed to make any payments as set forth in the letter agreement. Appellants filed a sworn answer on October 9, 2007, generally denying the allegations in the petition and asserting affirmative defenses.
On June 6, 2008, Appellee then filed a traditional motion for summary judgment arguing that no disputed fact issue existed and, in support of its motion, attached the affidavit of Edie M. Loughlin, the Director of Asset Management and Servicing for MMA Realty Capital. In her affidavit, Loughlin stated that MMA Realty Capital is “an affiliate of [Appellee]” and that she is the “custodian of records for MMA Realty Capital, Inc., and [Appellee].” Affixed *504 to Loughlin’s affidavit were copies of: (1) the construction loan agreement; (2) the construction mortgage note; (3) the guaranty agreement; (4) the letter agreement; (5) a June 1, 2007, letter issued by the law firm representing Appellee informing Appellants that they were in default of the letter agreement due to their failure to pay $282,422 in deferred interest on or before May 15, 2007, which is also accompanied by a March 8, 2007, letter from MMA Financial, Inc., to Rockwall Commons in which a billing statement was explained, and it was noted that in accordance with the letter agreement, a payment of $232, 422 would be billed, payable on or before May 15, 2007; (6) a letter dated January 30, 2008, from the law firm representing Capmark Finance, notifying Rockwall Commons of the acceleration of the maturity of its $26,000,000 note dated February 15, 2007; and (7) a letter dated Junе 5, 2008, from MMA Financial, Inc., notifying Rockwall Commons that its payoff amount as of that date was $762,975, which included a principal balance of $662,173 and $100,802 accrued interest. 2
Appellants responded, raising twelve objections to the Loughlin affidavit and identifying four alleged material fact issues. 3 In support of their response, Appellants attached Stone’s affidavit in which he states he is the holder in physical possession of the mortgage note that was returned to him marked, “paid in full.” Affixed to Stone’s affidavit is a copy of the mortgage note on which is typewritten “Paid in Full. Date: 02/15/2007.” The “paid-in-full” notation is accompanied by the signature of “Janice H. Wetzel, VP.”
On September 11, 2008, Appellee replied to Appellants’ response. Four days later, the trial court issuеd a written order overruling each of Appellants’ twelve objections as set forth in their response. On October 1, 2008, the trial court issued its order granting partial summary judgment in favor of Appellee, awarded $762,975 in actual damages based on the grounds raised in the motion, “along with applicable interest, court costs, and attorney’s fees in amounts to be determined by subsequent order or judgment.” 4 Appellee non-suited the remaining request for attorneys’ fees. The following day, the trial court entered its final judgment dismissing the request for attorneys’ fees all remaining causes of action and relief not otherwise granted in its partial summary judgment order, ordered that Appellee receive $762,975 in actual damages along with 5 percent interest on the judgment amount, and grаnted Appellee all such writs and processes necessary to collect the judgment, assessing all costs to Appellants.
AFFIDAVIT
In Issue One, Appellants contend that the trial court erred in granting Appellee’s motion for summary judgment and in Issue Two, they allege that the trial court erred and abused its discretion by overruling their objections to the sufficiency of Appellee’s summary judgment evidence. However, because Appellants’ entire discussion of Issue One is related to their *505 objections to the summary-judgment evidence involving Loughlin’s affidavit, we discuss Issues One and Two together. Tex.R. Civ. P. 166a(c).
Standard of Review
A plaintiff who sues for recovery on a promissory note does not have to prove all essential elements for a breach of contract but rather need only establish the note in question, that the defendant signed it, that the plaintiff was the legal owner and holder thereof, and that a certain balance is due and owing on the note.
Trues-tar Petroleum Corp. v. Eagle Oil & Gas Co.,
We review a summary judgment
de novo. Valence Operating Company v. Dorsett,
A movant for summary judgment must conclusively prove all elements of its cause of action as a matter of law. Tex.R. Civ. P. 166a(c);
Kyle v. Countrywide Home Loans, Inc.,
When determining whether a disputed issue of material fact exists that would preclude summary judgment, we regard all evidence favorable to the non-movant as true, and we indulge every reasonable inference and resolve any doubts in favor of the non-movant.
Walters v. Cleveland Regional Medical Center,
The standards for determining the admissibility of evidence is the same in a summary judgment proceeding as at trial.
*506
Duncan-Hubert v. Mitchell,
We apply an abuse-of-discretion standard when reviewing a trial court’s decision to admit or exclude summary judgment evidence.
Harris v. Showcase Chevrolet,
Preliminary Matters
It is our considered opinion that this is the ideal case for summary judgment. As such, we find it useful to first address what has not been pleaded, what is taken as proven, and what has not been preserved before considering the few issues that remain for our consideration.
A. Pleadings, Execution, and Assignment
Initially, we note that Appellants failed to plead the affirmative defense of payment in their answer, and did not file an account stating distinctly the nature of such payment as required to support such defense. Tex.R. Civ. P. 95;
Southwestern Fire & Cas. Co. v. Larue,
Appellants did not file a verified denial of their execution of any of the instruments upon which Appellee’s pleadings are founded. Tex.R. Civ. P. 93(7). In the absence of such a sworn plea, the instruments are received in evidence as fully proved.
Id.
Appellants also failed to file a verified denial of the assignment of those written instruments upon which suit is brought. Tex.R. Civ. P. 93(8) (a pleading denying the genuineness of the assignment of a written instrument upon which
*507
suit is brought by an assignee must be verified). In the absence of such a sworn plea, the assignment of the written instruments shall be held as fully proved.
Id.
Consequently, in failing to file verified denials as to the written instruments, that is, the construction loan, the mortgage note, the guaranty, and the letter agreement, and in failing to file a verified denial of the assignment of any of those instruments, Appellants have conclusively admitted the validity of the instruments and their assignments, as applicable, and have also waived their evidentiary objections thereto.
Bluebonnet Financial Assets v. Miller,
B. Failure to Object
“Defects in the form of affidavits or attachments will not be grounds for reversal unless specifically pointed out by objection by an opposing party with opportunity, but refusal, to amend.” Tex.R. Civ. P. 166a(f);
Brown v. Brown,
Appellants complain on appeal that Loughlin’s affidavit should have been excluded as interested-witness testimony that was not clear, positive, direct, credible, uncontradicted, or readily controvertible. However, because Appellаnts did not present this objection to the trial court, they have waived their interested-witness complaint on appeal.
Brown,
We additionally note that, as part of their response to the summary-judgment motion, while Appellants presented twelve objections to the trial court regarding Loughlin’s affidavit, they did not object to Loughlin’s statement in paragraph 12:
Attached ... is a letter from counsel for [Appellee] to [Appellants]. Pursuant to this letter[,] “[Appellee] provided [Appellants] with notice of their default on *508 June 1, 2007. [Appellee] has performed all conditions precedent to recover upon its claims against [Appellants] for all amounts due and owing from them under the Letter Agreement.”
Rather, Appellants asserted that the statement raised a “substantial” issue of material fact. In its original petition, Appellee specifically pleaded as to both its breaeh-of-contract and breach-of-guaranty causes of action, that “[a]ll conditions precedent to the initiation or maintenance of this action have been performed or have occurred.” When a plaintiff alleges “all conditions precedent have been performed or have occurred,” a defendant must specifically deny any conditions that were not performed or have not occurred. Tex.R. Civ. P. 54;
Greathouse v. Charter Nat’l Bank,
C. Improper Briefing
Having compared Appellants’ complaints on appeal with their objections in the trial court, we find that Appellants have failed to preserve for appellate review two other matters resulting from improper briefing. An appellate brief must contain a clear and concise argument for the contentions made, with appropriate сitations to authorities and to the record. Tex.RApp. P. 38.1(f). When a party fails to properly brief, we are unable to discharge our responsibility to review and properly dispose of the appeal.
Bolling v. Fanners Branch Independent School Dist.,
First, Appellants complain on appeal that Loughlin’s affidavit “[is] defective because it is not based on personal knowledge of the matters recited therein, including all of the documents attached as sworn exhibits thereto, and becаuse it failed to meet the requirements of the hearsay exception contained in Texas Rules of Evidence 803(6).” Appellants provide citation
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to two pages in the record. However, in following Appellants’ citation to the record, we find that there is nothing at the cited point in the record which shows that Appellants specifically made an objection under Rule 803(6) as asserted in their brief. As Appellants have not provided appropriate citation to the record in support of their Rule 803(6) complaint under V(B)(ii) of their brief, nothing is presented for our review. Tex.R.App. P. 38.1(i);
Valadez,
Second, Appellants complain on appeal that Loughlin failed to provide specific facts in support of her statement(s) i’egarding the assignment or transfer of the construction loan or mortgage note to Appellee. Appellants have not supported this assertion with any citation to the record. Appellant has, consequently, waived this issue. Tex.R.App. P. 38.1(i);
Valadez,
Merits
Appellants’ arguments on appeal arise primarily, if not exclusively, from their complaints regarding Loughlin’s affidavit. In an attempt to show that Loughlin’s affidavit was not competent summary-judgment evidence, Appellants attack her failure to state that the facts recited therein are “true and correct,” allege that she has failed to demonstrate personal knowledge of the facts recited within the affidavit and failed to qualify the documents attached thereto as business records under Rule 803(6), assert that her statements constitute impermissible legal and factual conclusions, challenge the attached documents as cоnstituting inadmissible hearsay, and complain that she is an interested witness whose testimony was not clear, positive, direct, credible, uncontradicted, or readily controvertible.
A. True and Correct Complaint
Appellants complain that Lough-lin’s affidavit fails to state that the facts recited therein were “true and correct,” and that the trial court abused its discretion when it overruled this objection. An affidavit presented in a summary judgment proceeding must be made on personal knowledge, set forth such facts as would be admissible in evidence, and show affirmatively that the affiant is competent to testify to the matters stated therein. Tex.R. Civ. P. 166a(f). Sworn or certified copies of all papers or parts thereof referred to in a summary-judgment affidavit must be attached thereto or sеrved therewith. Tex.R. Civ. P. 166a(f).
While Rule of Evidence 902(10)(b) sets out a form of affidavit for use when business records are introduced under Rule 803(6), the form is not exclusive, and an affidavit must only substantially comply with the sample provided within the rule. Tex.R. Evid. 902(10)(b);
see Kyle v. Countrywide Home Loans, Inc.,
Loughlin’s sworn and notarized affidavit recites that the information contained within the affidavit is known to her through her personal knowledge, and states not only that she is the Director of Asset Management and Servicing for MMA Realty Capital, but that she is also the custodian of records for both MMA Realty Capital and Appellees. Considering the affidavit in its entirety, the obvious effect is that Loughlin is representing that the facts stated within her affidavit are true and correct.
Kyle,
B. Personal-Knowledge Complaints
Appellants next complain that the trial court erred in overruling its objection that Loughlin’s affidavit was not based upon her personal knowledge because the affidavit failed to show how Loughlin personally knew about Appellants’ transactions with MuniMae (for the original construction loan and mortgage note), its successor, MMA, or Appellee (as assignee of the loan and the note). Because of this alleged deficiency, Appellants objected to Loughlin’s ability to testify as a custodian of records regarding the record-keeping practices of MuniMaе or MMA. According to Appellants, this evidence was not competent to support summary judgment, and the trial court erred in overruling these objections. We disagree.
First, as we have noted, Appellants did not dispute that they executed the letter agreement which contains a recital regarding the assignment of the original loan and note to Appellee and, therefore, the execution of the documents is deemed proved. Tex.R. Civ. P. 93(7). Second, when an affiant’s summary-judgment affidavit contains testimony that identifies her status as a record’s custodian and establishes her relationship with the facts of the case in a manner sufficient to demonstrate the facts at issue, the personal knowledge requirement for summary judgment affidavits may be satisfied.
See Kyle,
Loughlin’s uncontroverted testimony that she was the Director for Asset Management and Servicing for MMA Realty Capital, an affiliate of Appellee, and was custodian of records for both entities is sufficient to establish personal knowledge of the underlying transactions between the parties, including the original construction loan, the mortgage note, the assignment of the construction loan note to Appellee, the guaranty agreement with Stone, the refinancing with Capmark, the letter agreement, and Capmark’s acceleration of the refinanced loan.
See Kyle,
Appellants also, in essence, argue that Loughlin, as custodian of Appellee’s records, is incompetent to testify about any of Appellee’s predecessor’s records. However, once Appellee was assigned the rights to the contracts in this case, it was not necessary that MuniMae or MMA verify those records through a separate custodian of records.
See Block v. Providian Nat’l Bank,
No. 05-03-00734-CV,
Appellants further complain that Lough-lin was not qualified as an expert to give an opinion regarding Stone’s signature on the loan, note, guaranty, or letter agreement. Loughlin’s affidavit testimony regarding the signatures on the documents was unnecessary because, as we have noted, Appellants did not deny execution of the documents. Tex.R. Civ. P. 93(7). Consequently, the documents are admitted as fully proved. Id. The trial court did not, as a result, err in overruling Appellants’ objection regarding this testimony.
*512 In short, we conclude that the trial court did not abuse its discretion in overruling these objections to Loughlin’s affidavit.
C. Conclusory Statements Complaints
The trial court overruled Appellants’ objection that several of Lough-lin’s statements are impermissibly conclu-sory. A conclusory statement is one that does not provide the underlying facts to support the conclusion and, therefore, is not proper summary-judgment proof.
Rizkallah v. Conner,
Initially, Appellants’ complaints pertaining to the allegedly conclusory nature of any statements regarding the execution or assignment of the construction loan, mortgage note, guaranty agreement, and letter agreement are overruled because the execution and assignment of those documents are deemed fully proved. Tex.R. Civ. P. 93(7) & (8). To the extent that the eom-plained-of statements explain the content of the attached documents, we find that they are not conclusory. As custodian of records, Loughlin’s personal knowledge of such records provides adequate factual support for her statements. See
Hinojosa v. Citibank (South Dakota), N.A.,
No. 05-07-00059-CV,
Appellants also complain that Loughlin’s statements regarding the balances owed, including accrued interest, under the terms of the letter agreement were impermissibly conclusory. Legal conclusions and conclusory statements in an affidavit, without more, are insufficient to establish a right to summary judgment as a matter of law.
See Fairbank v. First American Bank, S.S.B.,
No. 05-06-00005-CV,
Finally, Appellants complain that Loughlin’s statement that Appellee is entitled to attorneys’ fees is conclusory. Because Appellee non-suited all requested relief not granted in the summary judgment, including attorneys’ fees, this complaint is moot.
For the foregoing reasons, the trial court did not err in overruling Appellants’ conclusory-statement objections. Issues One and Two are overrulеd.
MATERIAL ISSUE OF FACT
In Issue Three, we address Appellants’ final claim that the trial court erred in granting summary judgment because a genuine issue of material fact allegedly exists. Tex.R. Civ. P. 166a(c);
Provident Life and Acc. Ins. Co. v. Knott,
We recall that Appellants failed to specifically plead any affirmative defense of payment and have waived this argument. Tex.R. Civ. P. 94;
Garner,
Moreover, when parties agree to extend payment of a note, a new contract arises between the parties.
Ringer v. Bobby D. Associates Ohio General Partnership,
No. 05-01-00004-CV,
HARMLESS ERROR
Even if we were to find that the trial court abused its discretion in the instances alleged, Appellants suffered no harm. We will not reverse a trial court’s erroneous decision to admit summary judgment evidencе unless the ruling probably caused the rendition of an improper judgment. Tex.R.App. P. 44.1;
see Owens v. Comerica Bank,
CONCLUSION
Having overruled Issues One, Two, and Three, we affirm the trial court’s judgment.
Notes
. The letter agreement bears the signatures of Appellants but does not bear any signature on behalf of Appellee, This is of no consequence as it is Appellants’ signatures which are necessary for enforcement of the note.
Rea v. Sunbelt Savings, FSB,
. MMA Financial, Inc.'s letterhead includes the statement, "A MuniMae Company.”
. Appellants’ complaints in the trial court have been reconfigured for presentation on appeal. While most of Appellants’ trial-court complaints appear to have been presented for our consideratiоn on appeal, some are being raised for the first time.
.Both the trial court and Appellee refer to a hearing in relation to this traditional summary judgment proceeding but, upon further inquiry to the trial court's reporter, this Court has been advised that no hearing occurred. It appears the trial court ruled on the summary judgment by submission.
. As this case was transferred from our sister court in Dallas, we decide this case in accordance with the precedent of that court. Tex. R.App. P. 41.3.
. We note that, appropriately, Appellants did not object in their summary-judgment response to paragraph 10 of Loughlin’s affidavit, which states:
“Defendant Rockwall Commons and Defendant Stone Rockwall failed to pay Plaintiff the amount of $232,422 on or before May 15, 2007, as required by the Letter Agreement.”