23 S.W.3d 389 (Tex.App.-Amarillo 2000)
HARCO ENERGY, INC., LARRY D. COTTEN
AND PRIME WESTERN DEVELOPMENT, INC., APPELLANTS
THE RE-ENTRY PEOPLE, INC., APPELLEE
COURT OF APPEALS OF TEXAS,
FEBRUARY 2, 2000
Rehearing Overruled April 5, 2000.
FROM THE 46TH DISTRICT COURT OF HARDEMAN COUNTY;
NO. 9091; HONORABLE TOM NEELY, JUDGE
[Copyrighted Material Omitted]
Before QUINN and REAVIS and JOHNSON, JJ.
PHIL JOHNSON, Justice.
Appellants Harco Energy, Inc., Larry D. Cotten and Prime Western Development, Inc., appeal
from a judgment in favor of The Re-Entry People, Inc., based on an agreement for Re-Entry to
perform oilfield services in Hardeman County. We affirm in part and reverse and render in part.
FACTUAL AND PROCEDURAL BACKGROUND
In late 1994 and early 1995, The Re-Entry People, Inc. (Re-Entry), entered into an agreement to
perform drilling and associated services and to provide materials in connection with oil wells on the
Ruth Hatcher Lease in Hardeman County, Texas. Re-Entry's agreement was made through Rock
Thomas (Thomas), a shareholder and representative of the corporation. Thomas negotiated the
agreement with appellant Larry D. Cotten (Cotten). During the relevant time periods Cotten was the
president of Harco Land, Inc. (Land), Harco Energy, Inc. (Energy), and Prime Western Development,
Inc. (Prime). Re-Entry was not paid for all its work on the Hatcher No. 2 well, and suit was eventually
filed against Cotten, individually,
Land, Energy and Prime. Re-Entry based its suit on a sworn account with Land, and on allegations
against all defendants for breach of contract, fraud, fraudulent transfer of assets, operation of the
corporations as alter egos, and negligent misrepresentation. Re-Entry claimed that it should be able to
pierce the corporate veil of Land and thereby hold Cotten, Energy and Prime liable for the actions and
debts of Land. Liability of Land, Energy, and Prime was also claimed by reason of Cotten's agency
status for the corporations when he made allegedly false representations to Re-Entry.
Following a bench trial, judgment was rendered for Re-Entry against Cotten, individually, Land,
Energy, and Prime. The judgment was joint and several for the amounts remaining unpaid on the
invoices from Re-Entry to Land, attorneys' fees, punitive damages, and pre- and post-judgment
interest. No findings of fact and conclusions of law were requested and none were filed. Land did not
appeal.1 Cotten, Energy and Prime appeal from the judgment and urge by multiple issues that the
evidence was both legally and factually insufficient to support judgment against them based on (1)
breach of contract, (2) fraud, (3) fraudulent transfers and damages to Re-Entry from fraudulent
transfers, (4) negligent misrepresentation, and (5) liability for actions or obligations of Land based on a