Full opinion text
OPINION ON REHEARING Opinion on Rehearing by Chief Justice VALDEZ. On May 28, 2010, appellants, SJW Property Commerce, Inc. (“SJW”) and Property Commerce Development Company (“PCDC”), moved this Court to rehear its original opinion issued in this matter on April 28, 2010. No response has been filed by appellees, Southwest Pinnacle Properties, Inc. (“SPP”), Jackson I Corp (“Jackson”), Palmer Enterprises (“PE”), and G.J. Palmer Jr., individually. After considering SJW and PCDC’s motion for rehearing, we deny the motion; however, we vacate and withdraw our April 28, 2010 opinion and judgment, and issue this opinion on rehearing in its place. This case pertains to agreements between several parties for the development of property at Jackson Palmer Crossing located near the intersection of Business Highway 83 and Jackson Road in McAllen, Texas, and at the northeast corner of 10th Street and Trenton Road, also in McAllen. Appellants, SJW and PCDC, and appel-lees, SPP, Jackson, PE, and Palmer, complain about a jury verdict in which: (1) SJW was awarded $126,903.73 against SPP and PE and $38,400 against SPP and Jackson for damages associated with appellees’ alleged failure to pay commissions owed for bringing tenants to the Jackson Palmer Crossing shopping center; (2) Palmer, individually, was awarded $709,587 in actual damages against SJW and PCDC, $376,397 and $2,000,000 in punitive damages against PCDC and SJW, respectively, associated with Palmer’s breach of fiduciary duty and fraud claims; (3) SJW was awarded $55,767.91 in attorney’s fees; and (4) ap-pellees were awarded $390,152.23 in attorney’s fees for work done at the trial court level, $30,000 for an appeal to this Court, and $30,000 for an appeal to the Texas Supreme Court and $100,570.23 in expenses. By four issues, SJW and PCDC argue that: (1) SPP had no standing to bring suit and, therefore, its inclusion in the suit did not toll the applicable limitations period; (2) the evidence supporting the jury’s finding that SJW and PCDC intentionally interfered with Palmer’s alleged contracts is legally and factually insufficient; (3) the trial court erred in assessing exemplary damages against SJW and PCDC; and (4) the trial court erred in awarding Palmer his attorney’s fees. By one cross-issue, appellees assert that the evidence supporting the jury’s award for damages associated with the commissions is legally and factually insufficient. We affirm, in part, and we reverse and render, in part. I. Factual Background A. The Jackson Palmer Crossing Location In the early 1990’s, Palmer first met Stanley J. Williams and Stanley Jay Williams Jr. (“Jay Williams”), both of SJW. Over the course of a couple of years, Palmer and SJW discussed the development of land that Palmer had acquired from his family near the intersection of Jackson Road and Business Highway 83 in McAllen. Palmer and his companies are involved in the development of various properties in the Rio Grande Valley, while SJW facilitates the development of properties nationwide by acting as a broker and liaison with “big box” retailers, such as Target, Best Buy, and Home Depot, which often serve as anchor tenants for shopping centers. Palmer contracted with SJW to develop the property near the intersection of Jackson Road and Business Highway 83, later named Jackson Palmer Crossing, whereby SJW served as Palmer’s broker “in connection with the leasing and sale of the Property.” The parties signed an “Exclusive Leasing and Sales Listing Agreement” (the “Listing Agreement”) to memorialize the relationship. The Listing Agreement provided that: (1) the commencement of the agreement was June 30, 1999; (2) the agreement expired on June 30, 2000; and (3) Palmer was to pay SJW a 6% sales commission, a 4% commission for “total lease rental for the primary term (years 1-10)” and a 2% commission “of the total rental for the primary term (years 11-20) of each lease if Broker is the sole source of tenant.” During the original term of the Listing Agreement, SJW allegedly secured Fashion Bug and Staples as tenants in the shopping center at Jackson Palmer Crossing. The record reflects that, on July 3, 2000, a couple days after the Listing Agreement supposedly expired, SJW secured Factory 2-U as a tenant in the Jackson Palmer Crossing shopping center. The record also includes a letter sent by Palmer to SJW on July 6, 2000, requesting that the term of the Listing Agreement be extended an additional thirty days from the June 30, 2000 expiration date. In response to Palmer’s July 6, 2000 request, SJW sent another Listing Agreement to Palmer extending the term from June 30, 2000 to June 30, 2001; however, this agreement was signed by Jay Williams, as president of SJW, but it was not signed by Palmer. B. The 10th Street and Trenton Location 1. Palmer’s Allegations At some point during the transactions pertaining to the Jackson Palmer Crossing shopping center, Palmer alleges that he began discussing a second development project with Stanley and Jay Williams. The second development project was located at the northeast corner of 10th Street and Trenton Road in McAllen (the “Trenton Project”). At the beginning of the project, the property was primarily farmland; however, a small portion of the land already had a gas station and a McDonald’s restaurant situated on it. Palmer further alleges that, when he began discussing the second development project with Stanley and Jay Williams, he asked them to continue to act as his broker and they agreed to do so. No contract was signed to memorialize the purported brokerage agreement. In any event, Palmer asked his friend, Butch Schwarz, a local realtor, to begin assembling the property at the northeast corner of 10th Street and Trenton. Schwarz was familiar with the property because he sold portions of the tracts to the existing owners, and he was listing the tracts for sale. Among the tract owners were B.R. Whisenant; Wayne and Gelee Allen; Bill and Opal Baldwin; Yvonne Robinson; Harlon and Mary Robinson; and Michael Kilgore, M.D. Most of the tract owners were descendants of the Robinson family. Palmer states that, in 1998, SJW began providing “key services” for him in the development of the Trenton Project. According to Palmer, SJW contacted several of the same “big box” retailers that it had previously contacted for the Jackson Palmer Crossing development. Among the retailers contacted by SJW on Palmer’s behalf was Albertson’s grocery store; however, Albertson’s initially declined to participate. Palmer notes that he regularly attends an annual convention in Las Vegas conducted by the International Counsel of Shopping Centers (“ICSC”). Palmer recalled that, in 1999, he was invited to the ICSC convention by Stanley and Jay Williams to discuss the Trenton Project at Le Montrachet, a restaurant located in the Las Vegas Hilton Hotel. Whisenant and his wife accompanied Palmer and his wife to the 1999 ICSC convention to meet with Stanley and Jay Williams at Le Montrachet to discuss the Trenton Project. Palmer also recalls that Jay Williams and Clay Trozzo, a broker for PCDC and SJW and Jay Williams’s brother-in-law, invited Palmer to go hunting in Encino, Texas, so that the parties could discuss progress on the Trenton Project. Jay Williams and Trozzo allegedly explained to Palmer that Albertson’s was again interested in being the anchor tenant for the Trenton Project, so Steve Jarvios, an Al-bertson’s representative, was invited to hunt as well. However, upon arriving, Jarvios explained to the parties that he had just resigned from Albertson’s and that he was now working for Lowe’s Home Improvement Centers. Despite this disclosure, the parties allowed Jarvios to stay and hunt with them. Later, the parties discovered that Al-bertson’s was no longer interested in the site, so Jay Williams and Trozzo began searching for a new anchor tenant for the property. Eventually, Jay Williams and Trozzo were able to interest Target, a long-time client of SJW, in the location. On March 15, 2000, Trozzo allegedly sent Schwarz and Palmer a letter of intent, indicating that PCDC intended to purchase, on Palmer’s behalf, 13.34 acres at the northeast corner of 10th Street and Trenton from the landowners for $2.3 million and that Palmer would be responsible for paying SJW a 6% commission from the total sales price. Essentially, the purchase of the tracts of land for $2.3 million would create one large tract of land with one owner, Palmer, who would then sell the land to Target for development of a store and possibly an attached shopping center. On March 17, 2000, Palmer sent Trozzo a letter of intent to sell approximately 18.85 acres of land located at the northeast corner of 10th Street and Trenton to SJW for $4.9 million, plus a 6% broker’s commission for SJW. At this time, Palmer did not have any of the land under contract; however, he apparently intended to assemble the land via earnest money contracts to sell the land to SJW who would, in turn, sell the land to Target for development. On March 21, 2000, Trozzo, acting as a representative of PCDC, countered Palmer’s offer with a letter of intent to purchase 13.34 acres of the property from Palmer for $2.6 million plus a 6% commission for SJW. In light of his discussions with SJW and PCDC, Palmer began approaching the owners of the tracts in an attempt to assemble the land through earnest money contracts. The process of assembling land for future development is a delicate process that requires speed, secrecy, and timing. Palmer signed earnest money contracts with the landowners. Most of the contracts: (1) provided for a 120-to-150-day “feasibility period”; (2) gave Palmer the exclusive right to purchase the property; and (3) expired on April 15, 2000. Palmer was able to assemble all of the necessary tracts of land, except for one — a 3.7-acre tract owned by Dr. Kilgore. Palmer’s failure to secure an earnest money contract from Dr. Kilgore severely jeopardized the Trenton Project because Dr. Kilgore’s tract was situated in such a way that prevented Palmer from selling the package of land to Target for further development. As negotiations proceeded in the assembly of the tracts for presentment to Target, Stanley and Jay Williams invited Palmer to the 2000 ICSC conventions to further discuss the Trenton Project. At the 2000 ICSC convention, Palmer updated Stanley and Jay Williams as to the progress of his negotiations with the landowners. In these discussions, Palmer conveyed confidential price information and acknowledged that he did not have Dr. Kilgore under contract. According to Palmer, Trozzo, after learning that Palmer was unable to secure an earnest money contract with Dr. Kilgore, got Dr. Kilgore to sign a letter of intent on June 6, 2000, indicating that PCDC would purchase Dr. Kilgore’s land and that SJW would receive a 6% brokerage commission. However, Trozzo repeatedly informed Palmer that Dr. Kilgore was not under contract, even though he really was, and never once told Palmer that Dr. Kilgore intended to sell his property to SJW and PCDC. The landowners secured by Palmer’s earnest money contracts began to worry about whether the project would be completed as the expiration date of Palmer’s earnest money contracts neared. Palmer contacted Trozzo to relay additional pricing information that he had received, inform Trozzo that his earnest money contracts were expiring, and to request a letter of intent from Dr. Kilgore indicating that he was going to sell his property to SJW or PCDC. At this time, Palmer believed that: (1) SJW and PCDC were working as his broker to get Dr. Kilgore under contract; and (2) by showing the landowners that he had a letter of intent from Dr. Kilgore, the landowners would elect to extend their contracts with Palmer and allow the Trenton Project to come to fruition. Jay Williams informed Palmer that Dr. Kilgore was not under contract and that no assurances would be provided. Around this time, several of the landowners attempted to contact Dr. Kilgore to inquire about the status of his property so that the Trenton Project could be completed. In fact, Wayne Allen wrote an impassioned letter to Dr. Kilgore and even visited Dr. Kilgore’s office, masquerading as a walk-in patient in order to ask Dr. Kilgore about what it would take to complete the deal. Wayne and the other landowners were consistently rebuffed and ignored by Dr. Kil-gore, who was apparently under contract with PCDC at this time. Shortly before Palmer’s earnest money contracts expired, Trozzo approached the landowners to inquire about whether the landowners were still under contract. Trozzo’s efforts were memorialized in one such letter, dated September 7, 2000, to Harlon and Mary Robinson which stated the following: “Thank you for the opportunity to meet you in McAllen, Texas[,] last week. We did not realize your property on Trenton was currently under contract with another party. We hope that all goes well with your transaction and you [] reach your goals with your sale.” Palmer alleges that Trozzo, SJW, and PCDC were aware at all times of the existence of his earnest money contracts with the landowners and that Trozzo’s meeting with the landowners was for the purpose of inducing the landowners to breach Palmer’s earnest money contracts so that SJW and PCDC could get the landowners under contract and package the land for sale to Target themselves. On September 6, 2000, Opal Baldwin sent Palmer a letter stating the following: “Please be advised that for various reasons, including Paragraph 5 of the "Unimproved Property Commercial Contract, Mrs. Baldwin considers the contract concerning her property as terminated and null and void." (Emphasis in original.) Subsequently, on September 8, 2000, Har-lon and Mary Robinson sent Palmer a similarly-worded letter terminating their contract with Palmer. On September 13, 2000, Trozzo, on behalf of PCDC, sent Palmer a letter requesting proof that Palmer had “control of the Property” by providing PCDC with copies of “receipted contracts with the title company.” Trozzo also noted that Palmer’s failure to provide copies of the contracts would result in SJW and PCDC dealing directly with the landowners. After receiving the various termination letters and Trozzo’s September 13, 2000 letter, Palmer believed that “he had been betrayed.” Thus, in response to Trozzo’s September 13, 2000 letter, Palmer sent Trozzo, SJW, and PCDC a letter stating that: (1) they had tortiously interfered with Palmer’s earnest money contracts with the landowners; (2) as a result of the interference and accompanying delay in the development process, “[y]our [Trozzo, SJW, and PCDC] actions have tarnished my reputation as a developer in the community and have resulted in substantial financial loss to me”; and (3) “[y]our letter of September 13, 2000 appears to be nothing more that a self-serving attempt to disguise the damage you have caused.” In response to SJW and PCDC’s purported actions, Palmer began to withhold commissions from Jackson Palmer Crossing, thinking that it was not fair to pay the commissions when SJW and PCDC had betrayed him. Palmer also refused to renew the Listing Agreement he had with SJW at Jackson Palmer Crossing. Now believing that SJW and PCDC were acting counter to his interests, Palmer hired Trammell Crow Company as his new broker on the Trenton Project, and they convinced the landowners to renew their earnest money contracts with Palmer in hopes of packaging the land to Target or another anchor tenant. However, shortly thereafter, Target, Home Depot, and SJW allegedly pressured Trammell Crow to stop acting as Palmer’s broker. Target then instructed the landowners to deal directly with SJW and PCDC, rather than Palmer. Later, Jarvios, now with Lowe’s, informed the landowners that Lowe’s would be interested in developing the site. Using this information, Palmer was able to secure another 180-day contract with the landowners. At some point, Jarvios allegedly received an “aggressive and irate” phone call from a Target representative attempting to prevent Lowe’s from developing the site. Jarvios proposed that Lowe’s and Target work together to develop the site; however, SJW and PCDC could not be involved because SJW and PCDC also represented Home Depot, one of Lowe’s competitors. Target did not respond to Jarvios’s proposal. In May 2001, Stanley Williams called Palmer and proposed a meeting to try to work out the problems associated with the Trenton Project. Palmer agreed to meet as long as Trozzo and Jay Williams were not involved in the deal because Palmer believed that Trozzo and Jay Williams were the main perpetrators of the earlier deception. Palmer’s sentiments regarding Trozzo and Jay Williams were also echoed by the landowners. After meeting with Stanley Williams, Palmer agreed to assign the landowners’ property that he had under contract to Target for no profit. In exchange for this assignment, Palmer received a conditional reciprocal easement agreement (“REA”). The REA was conditioned on Palmer purchasing at least ten acres of land to the north of the Trenton Project owned by Eugene J. Kayser Jr. within twelve months. At the time of the negotiations with Stanley Williams, Palmer notes that he was already in the midst of negotiations with Kayser to develop the tract of land adjoining the Trenton Project. The REA was valuable to Palmer because it allowed for traffic to cross parts of the Target property to access land to the north of the Trenton Project, where the Kayser tract is situated. Without the REA, Palmer would have had a very difficult time marketing and developing the Kayser tract, as access to the land would be impeded. Palmer alleges that Stanley Williams knew that the REA was crucial to Palmer’s development of the Kayser tract and that Stanley Williams used the REA as leverage to obtain the assignment of the landowners’ property with no markup. Palmer later discovered that, despite his insistence on Trozzo not being involved in the renewed negotiations with SJW and PCDC, Trozzo was indeed involved in the transactions and that Trozzo’s involvement had been hidden from Palmer from May to December 2001. Trozzo, on behalf of SJW, attempted to purchase the Kayser tract for $3 million, which was significantly more than the $1,960,000 bid Palmer had previously made. Palmer believed that SJW’s $3 million bid for the Kayser tract was an attempt by SJW to bid up the price of the Kayser tract to prevent Palmer from purchasing the tract and, therefore, rendering the REA meaningless. In addition, Palmer found out that Stanley and Jay Williams formed a single-asset entity, McAllen Shopping Center, Ltd., and acquired a portion of the Trenton Project for their own development. This portion of the Trenton Project was eventually sold by SJW to Chick-Fil-A. In the end, the Trenton Project was developed with Target being the anchor tenant. Target purchased the property for a sum significantly less than what had been previously offered. As a result of SJW and PCDC’s actions, Palmer alleges that he was prevented from making a profit on the assembly of the land tracts for Target and that SJW and PCDC bid up the price of the Kayser tract so as to prevent the negotiated REA from having any value whatsoever. 2. The Trenton Project According to SJW and PCDC SJW and PCDC, on the other hand, allege that they first learned about the development opportunities at the northeast corner of 10th Street and Trenton in 1999 or 2000, when they drove by the property and saw Schwarz’s sign listing the property for sale. After viewing Schwarz’s sign listing the property for sale, SJW and PCDC made several inquires and offers to purchase the land. In particular, SJW and PCDC obtained a letter of intent from Dr. Kilgore regarding the sale of his land to SJW and PCDC. SJW and PCDC then began to assemble the properties on their own for future sale to Target. SJW and PCDC argue on appeal that PCDC was never a party to any of the transactions in question and that, because the record does not contain a writing evidencing a brokerage agreement between SJW and Palmer similar to the Jackson Palmer Crossing development, neither SJW nor PCDC were Palmer’s broker for Palmer’s Trenton Project. Instead, SJW and PCDC recalled that they competed with Palmer in developing the northeast corner of 10th Street and Trenton. However, the record reflects that Trozzo, Jay Williams, and Stanley failed to explicitly tell Palmer that neither SJW nor PCDC were Palmer’s broker in the development of Palmer’s Trenton Project. SJW and PCDC also allege that the earnest money contracts Palmer had with the landowners were null and void because Palmer failed to deposit earnest money with the title company. Moreover, SJW and PCDC argued at trial that because the record did not contain a copy of all the contracts Palmer had with the landowners, Palmer could not recover any damages on the contracts not admitted into evidence. Furthermore, throughout the course of this case, SJW and PCDC have denied any wrongdoing regarding the Trenton Project and attributed Opal Baldwin’s and Harlon and Mary Robinsons’ termination of their contracts with Palmer to coincidence. II. PROCEDURAL HlSTORY On December 2, 2003, SJW filed its original petition against SPP, Jackson, PE, and Palmer, individually, (collectively the “Palmer companies”) alleging a breach of contract action for commissions owed under the “Listing Agreement” pertaining to properties located at Jackson Palmer Crossing. In this filing, SJW argued that Jackson and PE were both assigns of SPP and that Palmer was the owner of all of the entities and, therefore, liability was attributable to all of the named entities. On February 9, 2004, the Palmer companies filed an original answer and counterclaim: (1) denying the allegations made by SJW in its original petition; (2) asserting various affirmative defenses, including Jackson, PE, and Palmer were not liable in the capacity in which they were sued; and (3) asserting counterclaims for breach of fiduciary duty, malicious interference with contract and prospective business relations, and fraud against SJW pertaining to an implied agency relationship regarding transactions at the Trenton Project. SJW filed its first amended petition on May 13, 2004, asserting the same causes of action as contained in its original petition and adding an additional common-law fraud cause of action against Palmer, individually. Subsequently, on November 8, 2005, the Palmer companies filed their first amended answer and counterclaim: (1) generally denying the allegations contained in SJW’s first amended petition; (2) asserting various affirmative defenses, including laches; (3) arguing, by verified plea, that Jackson was not liable in the capacity it was sued; (4) requesting attorney’s fees pursuant to article 6.04 of the Listing Agreement; (5) invoking the statutory damage caps enumerated in chapter 41 of the civil practice and remedies code; (6) re-asserting their breach of fiduciary duty, tortious interference with contract and prospective business relations, and fraud causes of action and noting that SJW owed Palmer “fiduciary duties of loyalty, good faith, integrity of the strictest kind, fair and honest dealing, and the duty not to advance self-interest”; (7) substituting Palmer as “Counter-Plaintiff’; and (8) requesting exemplary damages. On June 23, 2006, the Palmer companies filed a second amended answer and counterclaim, adding PCDC as a third-party defendant and asserting an additional counterclaim against both SJW and PCDC for negligent misrepresentation. On September 11, 2006, the Palmer companies filed their third amended answer and counterclaims, arguing that: (1) because the Listing Agreement failed to identify the property with sufficient certainty, the Listing Agreement does not sufficiently establish that SJW and PCDC were owed commissions; and (2) because SJW and PCDC breached its duties of loyalty and good faith owed to the Palmer companies, SJW and PCDC’s claims were barred. SJW filed its second amended petition on September 15, 2006:(1) re-asserting its breach of contract and common-law fraud causes of action against the Palmer companies; (2) alleging that the actions of the Palmer companies amounted to civil conspiracy; and (3) requesting exemplary damages. Also on September 15, 2006, SJW and PCDC filed separate original answers: (1) denying the assertions contained in the Palmer companies’ pleadings; (2) asserting various affirmative defenses, including limitations; and (3) requesting attorney’s fees pursuant to article 6.04 of the Listing Agreement. Later, on November 28, 2006, SJW filed its third amended petition, adding a statutory fraud cause of action against the Palmer companies. On February 13, 2007, the Palmer companies filed their fourth amended answer and counterclaims, which mirrored their third amended answer and counterclaims and also specifically denied that SJW was entitled to commissions related to the lease to Factory 2-U. SJW and PCDC filed a second amended original answer on April 10, 2007. On April 16, 2007, the trial on this matter commenced. After SJW and PCDC rested their case-in-chief, the trial court granted a directed verdict as to SJW and PCDC’s common-law fraud claim, leaving only SJW and PCDC’s breach of contract claim and the Palmer companies’ counterclaims to be determined by the jury. After several days of testimony and the admission of hundreds of exhibits, the jury entered a split verdict. In particular, the jury concluded the following: THE COURT: The first — Question No. 1: Did the following agree to pay SJW Property Commerce, Inc. a commission to [the] Staples lease? Southwest Pinnacle [Properties], Inc., yes; Palmer Enterprises, Inc., yes. Question No. 2: Did the following agree to pay SJW Property Commerce, Inc. a commission to [the] Fashion Bug lease? A. Southwest Pinnacle Properties, yes; Jackson I Corp., yes. [Question No. 3:] Did Southwest Pinnacle Properties agree to pay SJW Property Commerce, Inc. a commission on Factory 2-U lease? Answer: No. Did the following fail — Question No. 4: Did the following fail to comply with their agreement regarding the commission to Staples lease Southwest Pinnacle Properties? Answer: Yes. Palmer [Enterprises], Inc., yes. Question No. 5: Did the following fail to comply with [the] agreement regarding commission on the Fashion Bug Lease? Southwest Pinnacle Properties, yes; Jackson I Corp., yes. Was — Question No. 7: Was Southwest Pinnacle Properties, Inc.’s failure to comply excused? Answer: No. Question No. 8: Was Palmer Enterprise[s], Inc.’s failure to comply excused? Answer to the Question No. 8: No. Was — Question No. 9: Was Jackson I Corp.’s failure to comply excused? Answer: No. Was G.J. Palmer’s failure to comply excused — Question No. 10. Answer: No. What sum of money if paid — if any, if paid now in cash would fairly and reasonably compensate SJW Property Commerce for damages, if any, that were proximately caused by such conduct? Past commission owed to Staples lease, $128,903.72; commission owed to Fashion Bug lease, $38,400. Question No. 12: Did a relationship of trust and confidence exist between Southwest — SJW Property Commerce, Inc. and G.J. Palmer as to North 10th & Trenton? Answer: Yes. Question No. 13: Did [SJW] Property Commerce, Inc. comply with its fiduciary duty to G.J. Palmer, Jr.? Answer: No. [Question No. 14:] Did [SJW] Property Commerce, Inc. intentionally interfere with G.J. Palmer’s earnest money contracts, if any? A. [W]ith Opal Baldwin, yes; B. [W]ith B.W.— B.R. Whisenant, yes; C. [W]ith Wayne Allen and [Gelee] Robinson Allen, yes; D. [W]ith Yvonne Robinson, yes; E. [W]ith Harlon and Mary Robinson, yes; and F. [W]ith Eugene Kayser[, yes]. Question No. 15: Did [SJW] Property [Commerce] interfere because it has a good-faith belief it has a right to do so? A. [N]o; B. [N]o; C. [N]o; D. [N]o; E. [N]o; F. [N]o. [Question No. 18:] What date should G. Palmer in the exercise of reasonable diligence have discovered the interference of the contracts of SJW Property Commerce? Answer with was [sic] a date in the back. August 8th, 2000. Question No. 19: Did [SJW] Property Commerce, Inc. commit fraud against G.J. Palmer, Jr.? Answer: Yes. Twenty-one: By what date should G. Palmer in [the] exercise of reasonable diligence have discovered the fraud of [SJW] Property Commerce, Inc.? Answer: September 8, 2000. [Question No. 22:] What sum of money, if paid now in cash, would fairly and reasonably compensate G.J. Palmer, Jr. for his damages, if any, that were proximately caused [by SJW Property Commerce’s] conduct? A. The lost profit from the Robinson tract deal, answer $376,397. B. [L]ost profits from the rental revenue delay $207,926. And lost profit from the property sale delay $125,264.[] Question No. 23: Do you find by clear and convincing evidence that the harm to G.J. Palmer, Jr. resulted from malice [regarding PCDC’s purported actions]? Answer: Yes. [Question No. 24:] What sum of money, if paid now in cash, would— should be assessed against Property Commerce Development [PCDC] and awarded to G.J. Palmer as exemplary damages, if any, for the conduct found in response to a Question No. [2]3? And it’s $376,397. Question No. 25: Do you find by ... clear and convincing evidence that the harm to G.J. Palmer, Jr. resulted from malice [regarding SJW’s purported actions]? Answer: Yes. Number 26: What sum of money, if any, if paid now in cash should be assessed against [SJW] Property Commerce, Inc. and awarded to G.J. Palmer, Jr. as exemplary damages, if any.... Answer: $2 million dollars. At the conclusion of the trial, the parties filed various post-judgment motions, including motions to disregard various portions of the jury’s verdict and a motion notwithstanding the jury’s verdict. These motions were ostensibly denied when the trial court entered its final judgment adopting the jury’s findings on February 7, 2008. On March 6, 2008, SJW filed a motion for new trial, a motion to modify the judgment, and a motion for remittitur, asserting, among other things, that: (1) the evidence supporting the damages awarded to Palmer was insufficient; (2) the amount of attorney’s fees awarded to Palmer’s attorneys required modification; and (3) limitations barred all claims brought by the Palmer companies. In response to SJW’s March 6, 2008 motions, the Palmer companies filed their own motion for new trial, arguing that the evidence supporting the jury’s verdict as to the commissions owed to SJW was insufficient. SJW’s March 6, 2008 motions and the Palmer companies’ motion for new trial were overruled by operation of law. See Tex.R. Civ. P. 329b(c). SJW and PCDC filed a notice of appeal, and the Palmer companies responded by filing a notice of cross-appeal. III. Standing and Tolling of the Limitations Period In their first issue, SJW and PCDC assert that SPP did not have standing to assert its February 9, 2004 counterclaims against SJW and PCDC because SPP “was not damaged with respect to any actions at 10th Street and Trenton Road.” SJW and PCDC further assert that even if SPP did have standing, its causes of action do not constitute a counterclaim and are, instead, a third-party action that is barred by limitations. SJW and PCDC also argue that SPP’s counterclaim did not arise out of SJWs claim for commissions. The Palmer companies counter by arguing that SPP had standing to sue and that limitations did not bar the Palmer companies’ counterclaims because SPP was an aggrieved party and the Palmer companies’ counterclaims were brought in accordance with sections 16.068 and 16.069 of the civil practice and remedies code. See Tex. Civ. PRAC. & Rem.Code Ann. §§ 16.068, 16.069 (Vernon 2008). A. Applicable Law 1. Standing and Capacity A plaintiff must have both standing and capacity to bring a lawsuit. Austin Nursing Ctr., Inc. v. Lovato, 171 S.W.3d 845, 848 (Tex.2005) (citing Coastal Liquids Transp., L.P. v. Harris County Appraisal Dist., 46 S.W.3d 880, 884 (Tex.2001)). The standing inquiry “focuses on whether a party has a sufficient relationship with the lawsuit so as to have a ‘justiciable interest’ in its outcome, whereas the issue of capacity ‘is conceived of as a procedural issue dealing with the personal qualifications of a party to litigate.’ ” Id. (quoting 6A Charles Alan Wright, Arthur R. Miller, & Mary Kay Kane, Federal Practice and Procedure: Civil 2D § 1559, at 441 (2d ed. 1990)). A plaintiff has standing when he is personally aggrieved, regardless of whether he is acting with legal authority; a party has capacity when it has the legal authority to act, regardless of whether it has a justiciable interest in the controversy. See Nootsie, Ltd. v. Williamson County Appraisal Dist., 925 S.W.2d 659, 661 (Tex.1996) (holding that the standing doctrine requires that there be (1) “a real controversy between the parties,” that (2) “will be actually determined by the judicial declaration sought”). The complained-of injury “must be concrete and particularized, actual or imminent, not hypothetical.” DaimlerChrysler Corp. v. Inman, 252 S.W.3d 299, 304-05 (Tex.2008) (footnotes omitted); see Tex. Lottery Comm’n v. Sci. Games Int’l, 99 S.W.3d 376, 380 (Tex.App.-Austin 2003, pet. denied) (holding that “[t]o establish standing, one must show a justiciable interest by alleging an actual or imminent threat of injury peculiar to one’s circumstances and not suffered by the public generally”); see also Elizondo v. Tex. Natural Res. Conservation Comm’n, 974 S.W.2d 928, 932 (Tex.App.-Austin 1998, no pet.) (citing Warth v. Seldin, 422 U.S. 490, 498-99, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975) (noting that the general standard for determining whether plaintiff has standing is whether she has such a personal stake in the outcome of the controversy as to warrant invocation of the court’s jurisdiction and to justify exercise of the court’s remedial powers on her behalf)). Furthermore, standing is implicit in subject-matter jurisdiction and cannot be waived. See Lovato, 171 S.W.3d at 849; see also Tex. Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 443 (Tex.1993). B. Discussion 1. SPP’s Standing to Bring Its February 9, 2004 Counterclaims On appeal, SJW and PCDC first argue that there is no evidence in the record demonstrating that SPP was involved in any negotiations for the purchase of property at the northeast corner of 10th Street and Trenton Road; therefore, because the Palmer companies’ counterclaims centered on SJW and PCDC’s purported conduct regarding Palmer’s Trenton Project, SPP did not have a justiciable interest in the matters asserted in the Palmer companies’ counterclaims. The Palmer companies counter by arguing that they timely filed their counterclaims and that sections 16.068 and 16.069 of the civil practice and remedies code allowed for the substitution of Palmer as the aggrieved party in place of SPP. See Tex. Civ. Prac. & Rem.Code ANN. §§ 16.068, 16.069. Moreover, the Palmer companies construe SJW and PCDC’s standing argument as a capacity issue that was waived by SJW and PCDC’s failure to file a verified plea. As mentioned earlier, SJW filed its original petition against the Palmer companies on December 2, 2003. Subsequently, on February 9, 2004, the Palmer companies filed their original answer and counterclaims against SJW. However, the Palmer companies identified SPP as the sole “Counter-Plaintiff’ in their original counterclaims. In their first amended counterclaims filed on November 8, 2005, the Palmer companies amended their counterclaims to replace SPP with Palmer as “Counter-Plaintiff.” No new causes of action were asserted in the Palmer companies’ November 8, 2005 amended counterclaims. SJW and PCDC correctly state that SPP was not involved in any negotiations regarding the development of Palmer’s Trenton Project, which is the basis of the Palmer companies’ counterclaims. SJW and PCDC argue that SPP was a proper party to the Jackson Palmer Crossing dispute but not to the Trenton Project dispute. However, after viewing the entire record, we find that the claims at issue in this case are inextricably intertwined so as to constitute the same transaction or occurrence. Thus, even though the Palmer companies first named SPP as the “Counter-Plaintiff’ in their counterclaims, we find that SPP had a justiciable interest in this matter and, therefore, had standing. In arriving at our conclusion, we first determine what constitutes a “transaction.” To determine whether a set of facts constitutes a “transaction,” we employ the logical relationship test, which examines whether the essential facts on which the claims are based are. significantly and logically relevant to both claims. Wells v. Dotson, 261 S.W.3d 275, 281 (Tex.App.-Tyler 2008, no pet.) (citing Cmty. State Bank v. NSW Invs., 38 S.W.3d 256, 258 (Tex.App.-Texarkana 2001, pet. dism’d w.o.j.) (considering the term “transaction” in determining whether a counterclaim was compulsory)); see Smith v. Ferguson, 160 S.W.3d 115, 120 (Tex.App.-Dallas 2005, pet. denied). “Under this test, a transaction is flexible, comprehending a series of many occurrences logically related to one another.” Wells, 261 S.W.3d at 281 (citing NSW Invs., 38 S.W.3d at 258; Klein v. Dooley, 933 S.W.2d 255, 259 (Tex.App.Houston [14th Dist.] 1996), rev’d, on other grounds, 949 S.W.2d 307 (Tex.1997)). “There is no logical relationship when none of the same facts are relevant to both claims. However, whenever the same facts, which may or may not be disputed, are significant and logically relevant to both claims, the ‘logical relationship’ test is satisfied.” Jack H. Brown & Co. v. Nw. Sign Co., 718 S.W.2d 397, 400 (Tex.App.-Dallas 1986, writ ref d n.r.e.). Here, Palmer testified that the alleged brokerage relationship between himself and SJW arose as a result of their dealings at the Jackson Palmer Crossing shopping center where SPP was a signatory to the Listing Agreement. Several witnesses testified that SJW acted as Palmer’s broker at both the Jackson Palmer Crossing project and the Trenton Project. Furthermore, even SJW admits that it and Palmer engaged in numerous conversations regarding the development of both sites at around the same point in time. Finally, we find it particularly noteworthy that Jay Williams informed Trammell Crow, Palmer’s one-time broker, that “if Jay Palmer pays to [SJW] Property Commerce commissions allegedly owed to them for two (2) deals that were completed at Jackson Palmer Crossing,” SJW and PCDC would “assign [Dr. Kilgore’s] contract to [Palmer].” As noted earlier, Dr. Kilgore’s contract exclusively involved Palmer’s Trenton Project. Therefore, the statement made by Jay Williams to Trammell Crow indicates that SJW and PCDC viewed the disputes at Jackson Palmer Crossing and at 10th Street and Trenton Road as inextricably intertwined. Because the record supports a finding that the claims in dispute are logically related, we conclude that SPP had a justiciable interest in the outcome of this matter and, thus, was aggrieved; as such, we cannot say that SPP lacked standing to assert its February 9, 2004 counterclaims. 2. The Substitution of Palmer as “Counter-Plaintiff’ Despite concluding that SPP had standing to assert its counterclaims, we do not believe that SPP had the capacity to sue SJW and PCDC for damages sustained at the Trenton Project because SPP was not a party to the negotiations pertaining to the Trenton Project. See Nootsie, Ltd., 925 S.W.2d at 661 (defining “capacity” as the legal authority to act, regardless of whether it has a justiciable interest in the controversy). Realizing that SPP lacked the capacity to sue for damages associated with the Trenton Project, the Palmer companies substituted Palmer as the proper “Counter-Plaintiff’ without asserting any new causes of action. See Carter v. DeJarnatt, 523 S.W.2d 88, 91 (Tex.App.-Texarkana 1975, writ ref d n.r.e.) (concluding that suit was not barred by limitations where the amended petition, which was filed after the expiration of the limitations period, did not change the cause of action but, rather, changed the capacity in which appellant sued). Texas courts have recognized that a mistake in naming parties to a lawsuit, such as here, constitutes a case of misnomer. “Misnomer cases are analyzed by asking the following questions: (1) Would a judgment under the original pleading bar recovery under the amended pleading? (2) Would the same evidence support both of the pleadings? (3) Is the measure of damages the same in both pleadings? (4) Are the allegations of each pleading subject to the same defenses?” Foust v. Estate of Walters, 21 S.W.3d 495, 501 (Tex.App.-San Antonio 2000, pet. denied) (citing Phoenix Lumber Co. v. Houston Water Co., 94 Tex. 456, 61 S.W. 707, 709 (1901)). “When a party is misnamed, but no one has been misled or disadvantaged by the error in pleading, the relation-back doctrine operates to preserve the claim against a bar of limitations.” Id. (citing Dougherty v. Gifford, 826 S.W.2d 668, 677 (Tex.App.-Texarkana 1992, no writ); Palmer v. Enserch Corp., 728 S.W.2d 431, 434 (Tex.App.-Austin 1987, writ ref'd n.r.e.)). “If the nature of the suit against the defendants remains unchanged, the substitution of parties-plaintiff does not constitute a new suit.” Id. (citing Vaughn Bldg. Corp. v. Austin Co., 620 S.W.2d 678, 682 (Tex.Civ.App.-Dallas 1981), aff'd, 643 S.W.2d 118 (Tex.1982); Medford v. Red River County, 84 S.W.2d 345, 352 (Tex.Civ.App.-El Paso 1935, no writ)). In other words, so long as the purpose and the nature of the claim asserted are clear from the outset, the substitution of a personal representative for a party without capacity does not introduce a new or different cause of action and the substitution should satisfy the relation-back doctrine. See Lovato, 171 S.W.3d at 852-53; see also Lorentz v. Dunn, 171 S.W.3d 854, 856 (Tex.2005). In the present case, the record demonstrates that Palmer is the president and, therefore, personal representative of SPP. Furthermore, the Palmer companies’ first amended answer and counterclaims filed on November 8, 2005, substituted Palmer himself as the proper “Counter-Plaintiff’ and advanced the same causes of action against SJW as contained in the Palmer companies’ original counterclaims. Neither SJW nor PCDC objected to Palmer’s substitution as “Counter-Plaintiff.” Moreover, neither SJW nor PCDC demonstrated to the trial court that they were prejudiced or disadvantaged by Palmer’s substitution as “Counter-Plaintiff.” It is clear to us that Palmer was substituted in place of SPP because SPP lacked the capacity to sue for damages pertaining to the Trenton Project. Based on the record before us, we cannot say that the substitution of Palmer as “Counter-Plaintiff’ amounted to a new suit or was improper. 3. Section 16.069, the Relation-Back Doctrine, and Limitations Given that we have concluded that Palmer was the proper party to bring suit against SJW for the purported conduct that transpired at the Trenton Project, we must now determine whether the Palmer companies’ counterclaims were barred by limitations or whether the limitations period was tolled by sections 16.068 and 16.069 of the civil practice and remedies code, as alleged by the Palmer companies on appeal. See Tex. Civ. Prac. & Rem.Code Ann. §§ 16.068, 16.069. Here, the Palmer companies alleged that SJW: (1) tortiously interfered with Palmer’s earnest money contracts; (2) tortiously interfered with Palmer’s prospective business relations with the landowners; (3) breached its fiduciary duty owed to Palmer; and (4) committed fraud. On appeal, SJW and PCDC argue that the Palmer companies’ counterclaims were time-barred. SJW and PCDC further argue that the Palmer companies’ counterclaims were really third-party actions; thus, section 16.069 of the civil practice and remedies code did not serve to toll the limitations period. The limitations period for breach of fiduciary duty and fraud is four years. See Tex. Civ. Prao. & Rem.Code Ann. § 16.004(a)(4)-(5) (Vernon 2002); see also Willis v. Donnelly, 199 S.W.3d 262, 278 n. 33 (Tex.2006); Exxon Corp. v. Emerald Oil & Gas Co., — S.W.3d —, — (Tex.2010) (citing Little v. Smith, 943 S.W.2d 414, 420 (Tex.1997)). In question number 21, the jury, after considering all the evidence adduced at trial, concluded that Palmer discovered the alleged fraud perpetrated by SJW on September 8, 2000; therefore, the statute of limitations for the Palmer companies’ breach of fiduciary duty and fraud causes of action began to run from that date. See Emerald Oil & Gas Co., — S.W.3d at — (citing Little, 943 S.W.2d at 420) (holding that the limitations period for fraud begins to run from the time the party knew of the misrepresentation). The Palmer companies first asserted their breach of fiduciary duty and fraud causes of action as to SJW in their original counterclaims filed on February 9, 2004, which was more than six months before the four-year limitations period expired. Thus, the Palmer companies’ breach of fiduciary duty and fraud causes of action were timely filed by SPP against SJW. However, in asserting these causes of action, the Palmer companies designated SPP as “Counter-Plaintiff,” and we have already concluded that SPP lacked the capacity to bring these causes of action. The substitution of Palmer as “Counter-Plaintiff’ did not transpire until November 8, 2005, which was more than one year after the four-year limitations period expired. Absent any tolling of the limitations period, the Palmer companies’ breach of fiduciary duty and fraud claims would be time-barred. However, the Palmer companies argue that the relation-back doctrine tolls the applicable limitations period. Under the relation-back doctrine, as outlined by section 16.068 of the civil practice and remedies code, if a filed pleading relates to a cause of action, cross action, counterclaim, or defense that is not subject to a plea of limitation when the pleading is filed, a subsequent amendment or supplement to the pleading that changes the facts or grounds of liability or defense is not subject to a plea of limitation unless the amendment or supplement is wholly based on a new, distinct, or different transaction or occurrence. Tex. Civ. Prao. & Rem.Code Ann. § 16.068; see Brewster v. Columbia Med. Ctr. of McKinney Subsidiary, L.P., 269 S.W.3d 314, 317 (Tex.App.-Dallas 2008, no pet.). Section 16.068 is a tolling statute that stops the clock at the time that the original petition is filed, if filed within the limitations period, but cannot toll a time period already expired. See Almazan v. United Seros. Auto Ass’n, 840 S.W.2d 776, 779 (Tex.App.-San Antonio 1992, writ denied). This section is designed to protect litigants from loss of their claims by a plea of limitations in cases where that would otherwise occur and, therefore, should be liberally construed. Milestone Props., Inc. v. Federated Metals Corp., 867 S.W.2d 113, 116 (Tex.App.-Austin 1993, no writ). “The relation-back doctrine originated as an equitable remedy designed to effectuate justice.” Lovato v. Austin Nursing Ctr., Inc., 113 S.W.3d 45, 55 (Tex.App.-Austin 2003), aff'd, 171 S.W.3d 845 (Tex.2005) (citing Cain v. State, 882 S.W.2d 515, 518 (Tex.App.-Austin 1994, no writ)). “ ‘It enables the court to arrive at conclusions that will effectuate justice while maintaining simultaneously the appearance of logical consistency.’ ” Id. (quoting Cain, 882 S.W.2d at 518). “The relation-back doctrine has been applied to cure capacity issues, but it cannot retroactively create personal jurisdiction.” Armes v. Thompson, 222 S.W.3d 79, 84 (TexApp.-Eastland 2006, no pet.). For example, the Texas Supreme Court has allowed the alleged personal representative in a probate cases to obtain the probate court’s permission to represent the estate after litigation had been filed on behalf of the estate. See Lovato, 171 S.W.3d at 853; see also Lorentz, 171 S.W.3d at 856. However, this does not mean “that subsequent pleadings can give the trial court jurisdiction over new parties retroactive to the original filing of the suit.” Armes, 222 S.W.3d at 84 (citing Covington v. Sisters of Charity of the Incarnate Word, 179 S.W.3d 583, 587-88 (TexApp.-Amarillo 2005, pet. denied)). Essentially, the relation-back doctrine allows for a party to amend or supplement a pleading changing facts or grounds of liability or even correct capacity issues as long as the original claims were timely filed and the amendments or supplementation do not constitute a “new, distinct, or different transaction or occurrence.” See Tex. Civ. Prac. & Rem.Code Ann. § 16.068; see also Armes, 222 S.W.3d at 84. Here, we have already concluded that: (1) the Palmer companies’ breach of fiduciary duty and fraud claims were timely filed by SPP against SJW; (2) SPP had standing to file suit against SJW for the purported actions occurring during the development of the Trenton Project; and (3) the disputes at the Jackson Palmer Crossing shopping center and the Trenton Project were logically related so as to constitute the same transaction or occurrence. Therefore, in applying the relation-back doctrine, we conclude that the Palmer companies’ substitution of Palmer as “Counter-Plaintiff,” though subject to a plea of limitation on its own, relates back to the original, timely-filed breach of fiduciary duty and fraud counterclaims brought by SPP against SJW. See Tex. Civ. Prao. & Rem.Code Ann. § 16.068; see also Armes, 222 S.W.3d at 84. The Palmer companies were allowed to cure capacity issues in their first amended counterclaims without losing their counterclaims to a plea of limitations. See Armes, 222 S.W.3d at 84; Milestone Props., Inc., 867 S.W.2d at 116; see also Lovato, 113 S.W.3d at 55. Thus, we hold that the Palmer companies’ breach of fiduciary duty and fraud counterclaims were timely filed. On the other hand, the statute of limitations for tortious interference with an existing contract and prospective business relations is two years. See Tex.Civ. Prac. & Rem.Code Ann. § 16.003 (Vernon Supp.2009); First Nat’l Bank of Eagle Pass v. Levine, 721 S.W.2d 287, 289 (Tex.1986) (rejecting that the four-year limitations period applies to a claim for tortious interference with prospective business relations and noting that the two-year limitations pei’iod that applies to trespass to property actions also applies to tortious interference with prospective business relations actions); Gambrinus Co. v. Galveston Bev., Ltd., 264 S.W.3d 283, 289 (Tex.App.-San Antonio 2008, pet. denied); Snell v. Sepulveda, 75 S.W.3d 142, 144 (Tex.App.-San Antonio 2002, no pet.); see also Cantu v. Romero, Gonzalez & Benavides, LLP, 328 S.W.3d 1, 4-5 (Tex.App.-San Antonio 2009, no pet.). The jury concluded that Palmer, in the exercise of reasonable diligence, should have discovered SJW’s alleged tortious interference with his earnest money contracts on August 8, 2000; thus, the limitations period began to run from that date. Based on the jury’s finding, the limitations period for the Palmer companies’ tortious interference with an existing contract and prospective business relations claims as to SJW would have expired on August 8, 2002; thus, the counterclaims would have been time-barred, absent any tolling of the limitations period. Section 16.069 of the civil practice and remedies states as follows: (a) If a counterclaim or cross claim arises out of the same transaction or occurrence that is the basis of an action, a party to the action may file a counterclaim or cross claim even though as a separate action it would be barred by limitation on the date the party’s answer is required. (b) the counterclaim or cross claim must be filed not later than the 30th day after the date on which the party’s answer is required. Tex. Civ. Prac. & Rem.Code Ann. § 16.069. The purpose of section 16.069 “is to prevent a plaintiff from waiting until the adversary’s valid claim arising from the same transaction was barred by limitations before asserting his own claim.” Wells, 261 S.W.3d at 281 (citing Hobbs Trailers v. J.T. Arnett Grain Co., 560 S.W.2d 85, 88-89 (Tex.1977)). Here, the Palmer companies’ counterclaims as to SJW contain some claims that were brought within the applicable limitations period — the breach of fiduciary duty and fraud claims — and some claims that were not — the tortious interference with contract and prospective business relations claims. We have already concluded that the disputes pertaining to the Jackson Palmer Crossing shopping center and Palmer’s Trenton Project are logically related and, thus, constitute the same transaction. No party disputes that the Palmer companies’ tortious interference with contract and prospective business relations claims related to Palmer’s Trenton Project. Furthermore, SJW and PCDC do not allege that the Palmer companies failed to comply with section 16.069(b)’s timeliness requirement. See Tex. Civ. Prac. & Rem.Code Ann. § 16.069(b). Therefore, given that the Jackson Palmer Crossing dispute and the Trenton Project dispute constitute a single transaction, we conclude that section 16.069(a) permitted the Palmer companies to assert them tor-tious interference with contract and prospective business relations claims as to SJW even though such claims would have been time-barred had they been filed separately. See id. § 16.069(a). With regard to SJW and PCDC’s argument that the Palmer companies’ counterclaims were really third-party actions, SJW and PCDC do not cite to any authority supporting their contention. In fact, we are only able to find one case addressing such a contention within the context of section 16.069. See J.M.K. 6, Inc. v. Gregg & Gregg, P.C., 192 S.W.3d 189, 199-202 (Tex.App.-Houston [14th Dist.] 2006, no pet.). In J.M.K. 6, the Fourteenth Court of Appeals concluded that third-party actions are not contemplated by the terms “counterclaim or cross claim” contained in section 16.069 of the civil practice and remedies code and that “the purpose of section 16.069 would not be served by rewriting it to allow a defendant to revive an expired claim against a non-party.” Id. at 200-02; see Tex. Civ. Prac. & Rem.Code Ann. § 16.069. Thus, if the Palmer companies’ counterclaims are really third-party actions, then their tor-tious interference with contract and prospective business relations claims would not be saved by section 16.069. In reviewing rules 38 and 97 of the rules of civil procedure, we conclude that the Palmer companies’ claims against SJW are not third-party actions but, rather, constitute counterclaims. See Tex.R. Civ. P. 38, 97. Rule 38, entitled “Third-Party Practice,” states that: At any time after commencement of the action a defending party, as a third-party plaintiff, may cause a citation and petition to be served upon a person not a party to the action who is or may be liable to him or to the plaintiff for all or part of the plaintiffs claim against him. Id. at R. 38. On the other hand, rule 97(b) provides that: “A pleading may state as a counterclaim any claim against an opposing party whether or not arising out of the transaction or occurrence that is the subject matter of the opposing party’s claim.” Id. at R. 97(b). In the instant case, SJW filed suit against the Palmer companies, including SPP and Palmer, individually. The Palmer companies’ February 9, 2004 counterclaims did not assert causes of action against “a person not a party to the action who is or may be liable to him or to the plaintiff for all or part of the plaintiffs claim against him.” See id. at R. 37. Instead, the Palmer companies’ February 9, 2004 counterclaims state claims that, as we have already concluded, arise out of the same transaction or occurrence as SJW’s dispute involving commissions at the Jackson Palmer Crossing shopping center and were against the opposing party-SJW. See id. at R. 97(b); CDB Software, Inc. v. Kroll, 992 S.W.2d 31, 35-36 (Tex.App.-Houston [1st Dist.] 1998, no pet.); Latham v. Allison, 560 S.W.2d 481, 485 (Tex.App.-Fort Worth 1977, writ ref d n.r.e.) (defining a counterclaim as “a claim, which, if established will defeat or in some way qualify a judgment to which the plaintiff is otherwise entitled. It embraces both set-off and recoupment, and also comprehends reconvention as well as all adversary actions by the defendant in a case”); see also Black’s Law Dictionary 286 (7th ed. 2000) (defining a counterclaim as “[a] claim for relief asserted against an opposing party after an original claim has been made”). We therefore conclude that the Palmer companies’ claims against SJW constituted counterclaims and, thus, fell within the scope of section 16.069 of the civil practice and remedies code. See Tex. Civ. Prac. & Rem.Code Ann. § 16.069; see also Tex.R. Civ. P. 97(b). 4. The Palmer Companies’ Claims Against PCDC Regarding PCDC’s inclusion in this dispute, SJW and PCDC argue that because PCDC was not added to the lawsuit until June 23, 2006, the Palmer companies’ claims against PCDC are barred by limitations. SJW and PCDC further argue that the Palmer companies’ claims against PCDC constitute a third-party action rather than a counterclaim; thus, the tolling of the limitations period under sections 16.068 and 16.069 is not allowed for the third-party action. The Palmer companies contend that: (1) PCDC had fair notice of the Palmer companies’ claims, and, thus, PCDC could not have been prejudiced by its inclusion in the lawsuit; and (2) the evidence suggests that SJW and PCDC “are closely related, if not identical” and that the claims alleged against PCDC arose out of the same transaction or- occurrence as the Palmer companies’ claims against SJW. PCDC was not a party to SJW’s original petition and was joined to the lawsuit when the Palmer companies filed their second amended answer and counterclaims on June 23, 2006, approximately six years after the causes of action contained in the Palmer companies’ counterclaims accrued. Because PCDC was joined as a party to the action by the Palmer companies on June 23, 2006, Texas Rule of Civil Procedure 38 dictates a finding that the Palmer companies’ claims against PCDC constituted a third-party action. See Tex.R. Civ. P. 38. Therefore, because the Palmer companies claims against PCDC were actually third-party actions rather than counterclaims or cross claims, we conclude that the claims against PCDC were not tolled by either section 16.068 or section 16.069 of the civil practice and remedies code and were, thus, time-barred. See Tex. Civ. Prac. & Rem.Code Ann. §§ 16.068, 16.069; see also J.M.K. 6, Inc., 192 S.W.3d at 199-202. In sum, we hold that: (1) the Jackson Palmer Crossing dispute and the Trenton Project dispute are inextricably intertwined and, thus, constitute a single transaction or occurrence; (2) SPP had standing to file its February 9, 2004 counterclaims against SJW; (3) Palmer was properly substituted as “Counter-Plaintiff’ in the Palmer companies’ first amended answer and counterclaims; (4) the Palmer companies’ claims against SJW constituted counterclaims; (5) the Palmer companies’ counterclaims against SJW were tolled by sections 16.068 and 16.069 of the civil practice and remedies code and, therefore, relate back to the Palmer companies’ timely-filed February 9, 2004 counterclaims; and (6) the Palmer companies’ claims against PCDC constituted third-party actions, which did not toll the applicable limitations periods. Accordingly, we overrule SJW and PCDC’s first issue, in part, and sustain it, in part. IV. Legal and Factual Sufficiency of the JuRy’s Liability Findings By their second issue, SJW and PCDC argue that the evidence supporting the jury’s verdict that SJW and PCDC: (1) intentionally interfered with Palmer’s earnest money con