Full opinion text
OPINION ON REHEARING BILL MEIER, JUSTICE Appellees George F. Cravens, M.D.; RCC Medical District Facilities, Ltd. (the •Partnership); and Center for Neurological Disorders Hospital, LP (CNDH) filed a motion for rehearing of our opinion that issued on October 29, 2015.. We deny the motion, withdraw our opinion and judgment dated October 29, 2015, and substitute the following. I. INTRODUCTION Dr. Cravens dreamed of constructing and owning a neurosurgical hospital in Fort Worth. .Between mid-2007 and November 2009 — while the country was experiencing , the worst economic downturn since the Great Depression — numerous individuals and entities worked towards making that dream a reality. Ultimately, however, the project never'obtained a construction loan Commitment, the hospital was never built, and Dr. Cravens sued all of the appellants under a number of theories for various acts or omissions that allegedly occurred both before and during the development process, A jury later made a number of affirmative findings on liability and damages, and after Dr. Cravens and the Partnership elected their remedies, the trial court signed a final judgment on the jury’s verdict. This appeal followed. There are two groups of appellants. In nine issues, Appellants Darrell Lake, Rian Maguire, RCC Medical # 1 GenPar, LLC (GenPar), and Réalty Capital Corp. (RCC) (collectively, the ‘ RCC Appellants) challenge (i) Dr. Cravens’s standing to recover in his individual capacity, (ii) the jury’s fraud, promissory estoppel, and uhjust enrichment findings, (in) the admissibility of expert testimony, (iv) the jury’s attorneys’ fees and damages awards, and (v) the trial court’s denial of contractual indemnification for Rian. In six issues,. Appellants Richard Myers and Realty Capital Partners, LLC • (RCP) (collectively, the RCP Appellants). argue 'that Dr. Cravens lacks standing to recover in his individual capacity, that the evidence is legally and factually insufficient to support the jury’s liability and damages- findings, that Dr. Cravens ratified the parties’ partnership agreement, and. that Dr. Cravens should not recover attorneys’ fees. ,We will reverse and remand. , .. II. BACKGROUND . A. Individuals and Entities Dr. Cravens practices neurological surgery in Fort Worth. He heads the Department of Neurosurgery at John Peter Smith Hospital and has privileges at ’“[e]s-sentially all-of the downtown hospitals”-in Fort Worth. Dr. Cravens does business through, and is the president of, Center for Neurological Disorders, PA (CND, PA), a professional association founded in 1992. CND, PA consists of five neurosurgeons, two anesthesiologists, and one neurologist. Kim Reed began working as the administrator for Dr. Cravens and CND, PA in 20.01. Dr. Cravens does not have an email address, so to correspond with him, all email flowed to and from an address utilized by Reed. Myers is the CEO and 100% owner of RCC, an entity founded in 1987 to “acquire, develop, own and manage investment-grade commercial and residential real estate projects.” Myers is also the co-CEO and 52% owner of RCP, a commercial real estate investment firm founded in 2000.,. Myers oversees the.operations of both RCC and RCP. • Rian joined RCC in 2005. Working as a developer, with a background in engineering, he eventually held the title of vice-president. Rian’s twin brother is Rory Maguire. As the vice-preéident of acquisitions for RCP, Rory was responsible for sourcing potential investment opportunities for RCP. Lake joined RCC as a developer in 2006 and held the title of executive 'vice president. He left RCC sometime ⅛ the spring or summer of 2008 to operate his own development company, Principal Property Resources (PPR),. but he continued to work on several projects that he had been involved with while at RCC, including the project in this case. B. Pre-February 15, 2008 Activities Dr, Cravens began thinking about constructing a physician-owned neurosurgical hospital sometime in 2000 or 2001. He claimed that it was a way for him to “provide better patient care and be án advocate for patients,” but he also acknowledged that the fees generated from owning the hospital would be “significantly more” than the fees collected by the CND,' PA physicians. Before 2007, Dr. Cravens had hired an architect to create renderings, had-lined up an entity to operate the hospital (Matrx), had spoken to several local banks about financing, and had interviewed numerous people about the project} but he had not signed a development agreement. ■ Rory contacted Dr. Cravens in late April 2007, and the two met several times soon thereafter. Rory told Dr. Cravens about RCP, Myers, and RCP’s line of work; he forwarded literature about RCP to Dr. Cravens; and he later provided Dr. Cravens with a nonbinding first Letter of Intent (LOI) that detailed the contours of the proposed transaction to construct a physician-owned hospital. Dr. Cravens did not sign the LOI. After several months, in September 2007, Rory again contacted Dr. Cravens, they met at a colleague’s condominium, and Rory communicated both his and Myers’s interest in the hospital project, explained that á developer would need to be hired, and recommended several developers, including Lake at RCC. Thereafter, Reed and a representative from Matrx met with Rory, who later introduced Lake to Dr. Cravens. According to Dr. Cravens and Reed, Lake said that he had developed a .20-acre hospital campus in Atlanta while working for Hillwood, that he had overseen an expansion at Baylor Grapevine Hospital while serving as Chairman of its board of directors, that Myers had banking relationships’ and a successful track record of developing and raising equity for these types of projects, and that RCC and RCP could secure the debt and equity financing for the project. Dr. Cravens turned over all of the hospital-related materials that he had collected by that point. In November 2007, Dr. Cravens signed a second nonbinding LOI to develop and construct a physician-owned neurosurgical hospital. Unlike the first LOI, the second LOI identified RCC as the developer and provided for a developer fee. Dr. Cravens then met Rian, who like Lake, told Dr. Cravens about his background, ' including that he had been involved in several hospital construction projects (Arlington Memorial and Harris Southwest) as a professional engineer. Between mid-November 2007 and mid-February 2008, the parties, worked-.towards; finalizing-.-the operative written agreements for the project. . They contemplated that RCC would be the project’s developer, that Dr. Cravens would be a limited partner in a newly formed limited partnership, that,a lease agreement between the limited partnership and the CND, PA physicians .would be signed and guaranteed by the physicians, and that Dr. Cravens would have the opportunity to buy- the new hospital. Regarding financing, Lake expressed confidence that they could aehiéve an 80/20 debt-to-equity ratio — a figure that Dr. Crávens was pushing so that his anticipated'equity position in the limited partnership would not be diluted, thus adversely affecting his chances of later purchasing the new hospital. Dr. Cravens had the understanding that RCP would be responsible for raising thé equity portion of the financing. As for the new hospital,'the parties planned to locate it on the-same-parcel of land where CND, PA housed its existing medical practice (the Property). The Property was owned by. Willmar Investments, Ltd. — a limited partnership that Dr. Cravens,- the general partner, had previously created to own and hold property in trust, for his children — but the parties contemplated that - Willmar would contribute the Property to the new limited partnership. • The original designs planned to locate a parking garage below the -new hospital and to renovate the .existing medical facility, but the parties had hopes of instead locating the' garage on an adjacent property, increasing the size of the new hospital, and potentially demolishing the existing medical facility; Dr. Cravens and RCC were in discussions with the owner of the adjacent property, Dr'. David Brühl. Although he would later complain that sev-é!ral terms should not have been excluded from thé written agreements, including deadlines for obtaining financing and completing construction, Dr. Cravens participated in the negotiation process, had the assistance of counsel, and made recommendations. C. Written Agreements The Partnership was formed effective February 15, 2008.- < The Partnership Agreement identified RCC as' the developer, GenPar as the general partner, and Dr. Cravens as a Class A limited partner with a 99.8% limited partnership interest before payout. -The Partnership - Agreement credited Dr. Cravens with a $3,320,000 initial capital contribution based on Willmar’s future contribution of the Property, and it credited both GenPar and unidentified Class B limitéd partners with an initial capital contribution ' of $3,326.65 ' each. The Partnership determined the $3,320,000 figure'by subtracting the preexisting debt on thé Property ($1.6 million) from its fair market ■ value ($4.8 million), and it' determined the 99.8% figure by dividing the value .of Dr. Cravens’s initial capital contribution ($3,320,000) by the total value of the capital contributions ($3,326,653.30). GenPar and the Class B limited partners shared equally in the remaining .20% before-payout ownership interests. After payout, i.e, after Dr. Cravens recouped his initial capital contribution of $3,320,000 plus 10% per year, the sharing ratios would adjust to reflect that Dr. Cravens would receive 50% of the future profits, the Class B limited partners would collectively receive 49%, and GenPar would receive the remaining 1%. Thus, considering the difference between the before- and after-payout sharing ratios, Myers opined that the Class B limited partners stood to profit from the completion and sale of the hospital but doubted that they would profit if the hospital was not built. The Partnership Agreement defined the project as “[t]he acquisition of the [property, and the development, construction and delivery to tenants of a fully operational .,,, licensed and approved surgical/hospital.” It contemplated a construction loan to finance the construction of the proposed hospital, required that the debt-to-equity ratio for any construction loan would be at least 80% debt with no more than 20% equity, and capped the total project cost at $28 million. It also provided for the acquisition of an interim loan “of approximately $3,100,000.00 [to be] incurred by the Partnership concurrently •with the contribution of the [property to the Partnership [and to be used] to .replace the indebtedness encumbering the [property and pay for certain development and pre-construction expenses.” Regarding management, the Partnership Agreement provided that “[t]he General Partner shall control the affairs of the Partnership and shall make all decisions affecting management of Partnership affairs.” GenPar was given the express authority — “without first obtaining the consent of the other Partners” — to do the following, among other things: • “execute such documents as it may deem advisable for Partnership purposes”; . ;. • “pay-'Or reimburse from' Partnership funds any legal, due diligence[,] and other formation fees or expenses of the Developer or the General Partner associated with the Project”; • “pay to the Developer ah overhead and supervision fee of ‘ $1,239,113, which shall be payable in equal monthly installments during the Project”; • “upon closing of the Interim Loan, reimburse [Dr. Cravens] for up to [$500,000] of out-of-pocket pre-devel-opment costs expended with respect to the project”; and • hire “any person to. perform services in .connection with the Project.” As for the limited partners, the Partnership Agreement provided that they shall not “take part in control or management of the business of or transact any business for the Partnership.” In addition to provisions for removing GenPar, ownership of Partnership property, and prior agreements, the Partnership Agreement contained the .following provision regarding modifications: “This Agreement may be amended in writing by the General Partner and a majority (more than 50%) in Partnership Interests of the Partners.” In light of these and .other provisions, Dr. Cravens understood that while GenPar needed his permission to alter the terms of the Partnership Agreement (e.g., by obtaining financing with a debt-to-equity ratio other than 80/20), he had no authority thereunder to order Gen-Par to do such things as pay or not pay expenses associated with the., project, approve or disapprove bank packets, or control the terms , of GenPar’s agreements with project consultants. Several other agreements were executed contemporaneously with the Partnership Agreement, Willmar’s conveyance of the Property was governed by a Property Contribution Agreement. As contemplated by the Partnership Agreement, Willmar agreed to contribute the Property to the Partnership, and GenPar agreed to obtain an interim loan in the amount of $3.1 million to pay. off approximately $1.6 million of debt against the Property and to pay for development and preconstruction expenses. Additionally, the Partnership and CNDH entered into a twenty-year lease of the existing medical facility and the future hospital facility that required CNDH to pay monthly rent to the Partnership. Dr. Cravens and the other CND, PA physicians personally guaranteed CNDH’s obligations under the Lease Agreement. Finally, Dr. Cravens and the Partnership entered into an Option Agreement that .granted Dr. Cravens a one-time option to purchase the hospital from the Partnership at a certain point after CNDH began paying rent for the new hospital. D. Events Leading Up to Contribution of Property The February 15, 2008 Contribution Agreement memorialized Willmar’s agreement to contribute the Property to the Partnership, but Willmar did not contribute the Property at that time because the parties “didn’t have all of the pieces in place.” Matrx, the hospital operator that Dr. Cravens had lined up, backed out of the project sometime in April or May 2008. CNDH later- signed a development and management agreement. with Physician Synergy Group LLC (PSG) in August 2008. Ongoing discussions with Dr. Bruhl about locating a parking garage on his adjacent property transitioned from seeking to purchase his property to seeking to-tease the property. . Resolving the issue was important to the project because of its effect on the hospital’s plans; if the parking garage was located on the adjacent property, then the construction plans would have to be altered to reflect the change. Dr. Cravens favored locating the parking garage on Dr. Bruhl’s property because it would reduce construction costs and eliminate any potential for the hospital’s operating rooms to experience vibrations from the garage. As for financing, in July 2008, NorthStar Bank of Texas submitted a term sheet for a $3.1 million interim loan and a term sheet for a $20.7 million construction loan in response to bank packets that Lake and Rian had assembled and sent out.' The term sheet for the construction loan was based on the budget that Dr. Cravens had previously developed arid the drawings that he had turned over to RCC back in 2007 when he signed the second LOI. The August and September 2008 organizational meeting minutes for CND, PA indicated the potential for obtaining a loan from Compass Bank. E.Property Contributed and Interim Loan Funded Willmar contributed the Property to the Partnership on October 1, 2008. Around the same time, the Partnership obtained a $3.1 million interim loan from NorthStar Bank. Using the proceeds of the interim loan, the Partnership paid off- approximately $1.6 million in preexisting debt against the Property, paid Dr. Cravens $484,429.59 for expenses that he had incurred in the past, and reimbursed RCC $31,960 for assembling the written agreements and loan documents. After the ’payments to lenders and Dr. Cravens, the Partnership had about $1 million remaining, which Dr. Cravens understood was “seed money” for developing the project. Thus, the Partnership now held title to the Property, and the $1.6 million in debt against the Property that Willmar had owed was replaced with $3.1 million in debt against the Prop-e'rty that the Partnership owed. The Partnership also began paying Lake and RCC a monthly developer fee in the amount of $25,000, as'permitted by the Partnership Agreement. CNDH paid monthly rent to the Partnership for usé of the existing medical practice building. F. January to May 2009 Project Development Beginning in January 2009 and continuing into late spring 2009, Dr. Cravens, Lake, Rian, and Reed held weekly meetings with numerous consultants (architects, engineers, and a general contractor) in furtherance of the project. One major topic concerned the revised construction plans that had to be prepared. Lake had secured a ground lease of Dr. Bruhl’s adjacent property in late January 2009, so at that point, the parties could move forward on their plan to locate the parking garage on the adjacent property. The parties also worked on pro formas, which Conroy from PSG was ultimately responsible for preparing, and the debt and equity bank packets that would be sent out to elicit financing for the project. Dr. Cravens wanted to expedite the development process because of the potential for legislation prohibiting physician-owned hospitals. G. Bank Packets, Economic Climate, and Development Fees Dr. Cravens began inquiring about the status of the bank' packets in March 2009, and by May 2009, he was “beginning to get pretty frustrated” that they had not been sent, out. Dr. Cravens’s frustration continued when in early May 2009, Lake and Rian told him that the economic climate had changed, that the banks’ lending practices had become more stringent, and that he would therefore haVe to accept something other than an 80/20 debt-to-equity ratio — potentially a- 65/35 or 60/40 finance structure. Dr. Cravens drafted a letter to memorialize the discussion, lamenting that something other than an 80/20 finance structure would (1) ■ dilute' his ownership position, (2) reduce the amount of distributions he received in the future, and (3) make it impossible for him to purchase the hospital. Shortly thereafter, in a May 15, 2009 letter addressed to Lake, Dr. Cravens stated that he “believe[d] in [Lake’s] ability to make the current arrangement happen,” that it was “in both our best interests] for the current structure to go forward,” and that the bank packets needed to go out by the end of the month, but he also warned, “I do not agree to [the] dilution of my equity position, but I am willing to discuss a renegotiation of our agreement. I expect a resolution in the next. 45 days or I will need, to terminate the current agreement.” According to Dr. Cravens, Myers contacted him after the May 15, 2009 letter and assured him that they would close on a construction loan by either the end of September or early October 2009. It was also around this time that Dr. Cravens learned that RCC had recently hired Holliday Fe-noglio Fowler (HFF), a large mortgage and investment sales group, to help assemble the bank packets and raise both the debt and equity financing for the project. Rian recalled that RCC had hired HFF because Myers had thought, “With these economic times, let’s go with the biggest in the country. We’re going to put as many fingers out there and find every source of debt and equity possible for this project in order to present the. best package'to Dr. Cravens.”. In addition to' HFF’s efforts, RCP began working to obtain additional equity financing in the .form of EB-5 capital, a type of foreign investment visa,program used in some domestic real estate ventures. RCP never entered into any agreement to provide equity financing for the hospital project. In early June 2009, Lake and RCC provided Dr. Cravens with the Partnership’s financial records, and Dr. Cravens claims that he learned for the first time that RCC and Lake had been paying themselves developer fees. The Partnership Agreement expressly allowed for the payment of developer fees, but Dr. ■ Cravens was under the impression that they would not be paid until a construction loan was secured. On June 8, 2009, Myers forwarded the bank packet to Dr. Cravens for final review. Myers stated that “[although the current financing market is not ideal, our goal remains that we achieve 80% debt and we will submit to you all competitive financing offers.” But he also notified Dr. Cravens, “If we are not able to achieve an acceptable financing structure we are willing to delay construction of the hospital until the market improves. That being said, it is our goal to move the development forward immediately, and we know that is your goal as well.” Dr. Cravens responded two days later that he hoped Myers had not “delayed -this project intentionally in hopes that the market would have already changed,” that he intended “to have financing secured in accordance with what we have discussed and formalized, which is an 80/20 deal,” and that he “cannot wait for the market to improve.” Myers responded to Dr. Cravens, Please be assured that we have no interest whatsoever in delaying this project. Every day that goes by costs us money as the developer, since the preferred return on the equity continues to grow. What I meant to convey in my letter was that we are going to work hard to structure the construction financing so it has approximately 80% debt and 20% equity. If we don’t reach the 80% debt mark, we need your permission to enter into financing with lower debt levels. We know that you are keen on maximizing the debt portion of the financing, so I was just stating that we would need to delay the project if you didn’t approve of the lower debt levels. By your letter, it sounds like all parties are highly motivated to start construction on the project and will consider all reasonable financing structures. The debt and equity bank packets were sent out in late June 20Q9. HFF projected closing on the construction loan by the end of September 2009 and delivering the completed hospital in December 2010. H. IronStone Bank and Construction Loan Efforts Steven Heldenfels at HFF recalled that in the summer of 2009, banks were lending at debt-to-equity ratios between 60/40 and 65/35. So when IronStone Bank submit- ' ted a term sheet in mid-August 2009 that contained a loan,amount for 75% of the total project cost, HFF and RCC decided to focus their efforts on IronStone. Ultimately, the time spent pursuing a construction loan took much longer than expected. Ironstone’s chief credit officer reviewed the project several times, but each time the, bank came back with more requests for information. According to Heldenfels, We thought we had a reasonable chance. They came back and asked a lot of questions,- and- we kept answering them. And we kept getting down to the end where they said, “Hey, I think we can get this done.” And then we would do one more thing and do one more thing, and we thought we had a reasonable chance. Ironstone’s term sheet contemplated receiving a one-year construction-completion guaranty from RCC, the Partnership, Gen-Par, Myers, and CND, PA’s physicians, but IronStone later asked for guaranties from these same individuals and entities for the life of the loan. At some point, IronStone even wanted to see revised pro forma projections. Rian did not consider Ironstone’s requests for information unreasonable, but he opined, During this time, as .... we’ve heard, the recession was in full force, and underwriting was increasingly difficult for any lender that was still willing to underwrite. And= • they [IronStone] felt [that] because many, of the banks were not in good positions to loan dollars, if they were, they could ask for more ... than they, had been in the past, less competition.” Frustrated that á construction loan had not yet been approved but that developer fees were continuing to be paid, Dr. Cravens instructed Myers in late September 2009 to “cease any further payment of fees or disbursement of. funds concerning this project until such time as a loan document is in place and executed and construction funding received;” Myers replied that IronStone had “requested and received an enormous amount of documents between PSG, CND, and RCC, all of which [were] important in order to receive the commitment letter,” and that they were continuing to provide additional information to IronStone. Myers also said that if RCC did not receive a construction loan commitment letter in October 2009, then it would stop paying itself and the consultants for any work that was not yet complete. Dr. Cravens re-urged a request that he had made to meet with IronStone himself, and he indicated that he wanted to have a construction loan in place by the end of the month. Dr. Cravens met with IronStone representatives on October. 14, 2009. He left the meeting with the impression that they did not fully understand the difference between physician fees and hospital fees. In a follow-up letter, to Myers, Dr. Cravens recommended giving IronStone “one more week. After October 23rd I think it is appropriate to cqnclude our discussions about ending our agreement ánd respectfully moving forward.” According to Dr. Cravens, Myers, Lake, and Rian had been assuring him that they would secure the construction loan.' About a week later, IronStone sent a credit memo to certain people indicating that it had additional concerns, and still did not understand the Partnership’s projected revenue. IronStone consequently asked for '“an additional $3 million of liquidity in the guarantee” from the CND, PA physicians and sought information from Dr. Cravens about Willmar and other trusts that were listed on his financial statement. Dr. Cravens was willing to stand by the terms set out in Ironstone’s term sheet, but he did not agree to .provide additional liquidity or information about Willmar. On November 4, 2009, Rodrigo Segura, Ironstone’s point man, informed Rian that Ironstone would not be able to approve the construction loan without obtaining guaranties for the term of the construction loan from Willmar and four other trusts. Segu-ra spoke with Dr. Cravens about the additional guaranties and recalled that “he was not willing to move forward in that direction.” Dr. Cravens testified that he had concluded by late October 2009 that the project would not obtain a construction loan, but when Segura was asked whether he considered the project over as of November 4, 2009, Segura said, “No. Underwriting was still continuing.the process.” I. GenPar Removed On November 6, 2009, Dr. Cravens held a meeting with himself and voted to remove GenPar as the Partnership’s general partner and to elect Willmar in GenPar’s place. In a letter dated the same day, Dr. Cravens informed Myers and Lake that GenPar had been removed at a meeting of 99.8% of the Partnership’s limited partners “for fraudulent activities.” In a follow-up letter to Myers and. Lake, Dr. Cravens complained that GenPar had made decisions without his input, that he had been given “misleading information and ultimately fraudulent information regarding the bank funding and the level of review and the timing of the closing of the loan,” that a bank representative had told him that the loan had been declined over six weeks earlier, and that Myers and Lake had failed to comply with the Partnership Agreement and had “caused material detriment” to the partnership. Regarding the Partnership’s general partner, Dr. Cravens later replaced Willmar with himself and then replaced himself with an entity called Center for Neurological Disorders, GP, LLC. J. Litigation Dr. Cravens, the Partnership, Willmar, and CNDH sued Appellants in December 2009, seeking damages and attorneys’ fees and alleging claims for common law fraud, statutory fraud, negligent misrepresentation, breach of fiduciary duty,- aiding and abetting, breach of contract, conspiracy, promissory estoppel, unjust enrichment, and dissolution. At-the time of trial, Dr. Cravens and the Partnership were the only plaintiffs; the clerk’s record includes an order granting partial summary judgment for Appellants and dismissing all of Willmar’s and CNDH’s claims with prejudice. -In addition to the evidence discussed above, Dr. Cravens testified at trial that he sued Appellants to stop them from spending the Partnership’s njoney and lying, to him. Reed testified that RCC or Lake were paid $360,000 in developer fees. Glen Hahn, one of Dr. Cravens’s experts, testified that Appellants improperly guided the project by. spending approximately $975,000 on. construction drawings and consultants when, there was no construction loan in place and by incurring debt on the Property, that had to be repaid. Wayne Ruhter, another, expert, testified that Dr. Cravens would have received (i) approximately $5 million in profits, if the hospital had been built and. Dr. Cravens had bought it and (ii) $893,052 in profits from his interest in the Partnership before he purchased the hospital. Dr. Ruhter also opined that CNDH would have profited in the amount of approximately $19 million had the hospital been built and operated for twenty years. The trial court submitted the case to the jury in a charge with forty-eight questions. The jury returned a 1040-2 verdict for Dr. Cravens and the Partnership that included affirmative liability findings against Lake, Rián, RCC, and RCP for fraudulent inducement and statutory fraud"prior to the date of the Partnership Agreement; against Myers for statutory fraud; agaihst Lake, GenPar, and RCC for fraudulent inducement by nondisclosure between the date of the Partnership Agreement and the date that Willmar conveyed the’Property to the Partnership; against Lake for a securities law violation and Myers and RCC for materially aiding Lake in committing the securities law violation; against RCC for promissory estoppel; against Lake and RCC for unjust enrichment; and against GenPar for breach of the Partnership Agreement. Relevant to this appeal, the jury’s damage awards, included $3,558,000 for fraudulent inducement and statutory fraud prior to the date óf the Partnership Agreement; $3,558,000 for fraudulent inducement between the date of the Partnership Agreement and the date that Willmar contributed the Property to the Partnership;' $1,548,000 for promissory estoppel; $317,500 for unjust enrichment; and $1,625,000 in trial and appellate attorney’s fees. ‘ The final judgment states that Dr. Cravens and the Partnership made an election of remedies, choosing to recover for fraudulent inducement, statutory fraud, promissory estoppel, and unjust enrichment. The judgment awards damages of $8,664,000 to Dr. Cravens in his individual capacity and damages of $317,500 to the Partnership. The judgment also awards $1,625,000 to Dr. Cravens individually for trial and appellate attorney’s fees and contains a judicial declaration that GenPar was properly removed as general partner of the Partnership. III. Standing The RCC and RCP Appellants argue in their respective first issues that Dr. Cravens lacks standing to recover damages in his individual capacity. They contend that he was not personally aggrieved and did not personally incur any harm or loss because he neither made any investment in, nor transferred anything of value to, the Partnership. Any legal right to recover damages instead belonged to Will-mar, CNDH, or the Partnership, Appellants argue, because Willmar, not Dr. Cravens, contributed the Property to the Partnership and because • CNDH, not Dr. Cravens, paid rent to the Partnership under the Lease Agreement. Appellants misconstrue what it means to be personally aggrieved. Standing is a component of subject matter jurisdiction. Tex. Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440,. 445 (Tex.1993). If a party lacks standing to bring an action, then the trial court lacks subject matter jurisdiction to hear the case. Id. at 444-45. If a court lacks subject matter jurisdiction to hear a case, then it lacks authority to decide that case. M.D. Anderson Cancer Ctr. v. No vak, 52 S.W.3d 704, 708 (Tex.2001). We therefore review a claimant’s standing de novo. Tex. Dept of Tramp, v. City of Sunset Valley, 146 S.W.3d 637, 646 (Tex.2004). The requirement of standing is implicit in the open courts provision of the Texas Constitution and contemplates access to the courts only for those litigants who suffer an injury. Novak, 52 S.W.3d at 708. In Texas, the standing doctrine requires a concrete injury to the plaintiff and a real controversy between the parties that will be resolved by the court. Daimler-Chrysler Corp. v. Inman, 252 S.W.3d 299, 307 (Tex.2008); see Neeley v. W. Orange-Cove Consol. ISD, 176 S.W.3d 746, 774 (Tex.2005). This test parallels'the federal test for Article III standing — “A plaintiff must allege a personal injury fairly traceable to the defendant’s allegedly unlawful conduct and likely to be redressed by the requested relief.” Heckman v. Williamson Cty., 369 S.W.3d 137, 154 (Tex.2012) (citing Allen v. Wright, 468 U.S. 737, 751, 104 S.Ct. 3315, 3324, 82 L.Ed.2d 556 (1984)). Given the parallels between the tests, our supreme court has looked for guidance from the United States Supreme Court, which has stated “that the irreducible constitutional minimum of standing contains three elements.” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 2136, 119 L.Ed.2d 351 (1992) (citations omitted); see Heckman, 369 S.W.3d at 154-55. Appellants’ arguments implicate the first element: “the plaintiff must have suffered an ‘injury in fact’ — an invasion of a legally protected interest which is (a) concrete and particularized and (b) ‘actual or imminent, not ‘conjectural’ or ‘hypothetical.’ ’ ” Lujan, 504 U.S. at 560, 112 S.Ct. at 2136 (citations omitted). We often summarize this first element of standing by simply stating that “a plaintiff must be personally aggrieved,” see, e.g., Daimler-Chrysler Corp., 252 S.W.3d at 304, but the inquiry necessarily turns upon the notion of injury. The RCC Appellants argue as follows: Dr. Cravens’ primary claim is that the failure of the Project caused him harm. Review of the jury’s damages award, as incorporated in the Final Judgment, .must therefore focus on the nature.and value of Dr. Cravens’ “investment” in the Partnership. If he made no investment, or transferred no value, he cannot have suffered an individual loss. [Emphasis added.] Similarly, the RCP Appellants argue as follows: Here, Cravens did not personally part with anything of value. He did not pay any money or contribute any property to the Partnership, RCP, or Richard Myers. ' Rather, the record conclusively establishes that the only exchanges of money or property took place when (1) Willmar Investments contributed real property to the Partnership, (2) Center for Neurological Disorders paid rent to the Partnership, and (3) the Partnership reimbursed Cravens $500,000 for his “pre-development” costs incurred before the Partnership Agreement was ever signed' — Cravens sought and recovered damages for the value of what other entities contributed to the Partnership and lost profits that he purportedly would have received as a limited partner in the Partnership had the hospital been completed and operational .... [Emphasis added.] Appellants thus connect the injury that Dr. Cravens must have suffered for purposes of having standing with the damages that he either sought or was awarded by the jury. In this particular context, that is improper. As the Supreme Court of Connecticut has astutely noted, The concept of “damages” ... is distinct from the legal injury from which damages arise. “‘The word “injury” denotes the illegal act; the term “damages” means the sum recoverable as amends for the wrong. The one is the legal wrong to be redressed, the other the scale or measure of recovery.’ ” Goodyear v. Discala, 269 Conn. 507, 849 A.2d 791, 799-800 (2004) (citations omitted). Another appellate court in the same state later explained that “an inability to establish the exact amount of damages is indicative of a defect in a plaintiffs capacity to prove his or her case, not a deficiency in the court’s subject matter jurisdiction.” ‘Weiner v. Clinton, 100 Conn.App. 758, 919 A.2d 1038, 1041, cert, denied, 282 Conn. 928, 926 Á.2d 669 (2007). The Supreme Court of California also touched on the distinction between a plaintiffs injury and his alleged damages in an appeal involving a suit by indirect-purchaser pharmacies against drug manufacturers: While Manufacturers argue that ultimately Pharmacies suffered no compen-sable loss because they were able to mitigate fully any injury by passing on the overcharges, this argument conflates the issue of standing with the issue of the remedies to which a party may be entitled. That a party may ultimately be unable to prove a right to damages ... does not demonstrate that it lacks standing to argue for its entitlement to them. The doctrine of mitigation, where it applies, is a limitation on liability for damages, not a basis for extinguishing standing. This is so because mitigation, while it might diminish a party’s recovery, does not diminish the party’s interest in proving it is entitled to recovery. Clayworth v. Pfizer, Inc., 49 Cal.4th 758, 111 Cal.Rptr.3d 666, 233 P.3d 1066, 1087 (2010) (citations omitted). This reasoning is by no means foreign to Texas jurisprudence. Our supreme court has explained that “[a] plaintiff does not lack standing simply because he cannot prevail on the merits of his claim; he lacks standing because his claim of injury is too slight for a court to afford redress. DaimlerChrysler Corp., 252 S.W.3d at 304-05; see Weiner, 919 A.2d at 1041 (“A claim’s justiciability is wholly separate from its merits,”). Likewise, in AVCO Corp. v. Interstate Southwest, Ltd., a complex commercial litigation case involving numerous parties and issues, one of our sister courts in Houston more specifically explained that “causation and damages are matters of proof, and the determination of standing does not require a plaintiff to ‘put’ on its case’ simply to establish jurisdiction.” 251 S.W.3d 632, 654 (Tex.App.-Houston [14th Dist.] 2007, pet. denied) (“Because review of such matters would require consideration of evidence discussed infra.that ‘goes to the heart of the merits,’ we recognize ISW’s standing to pursue its claims to judgment.”). This dichotomy between the existence of a party’s injury and its damages or potential remedies is only reinforced when we consider several other categories of justiciability. See Isenbarger v. Farmer, 463 F.Supp.2d 13, 22 (D.D.C.2006) (“[L]egal commentary has suggested that the ‘multiplicity of justiciability doctrines contain many overlapping tests’ that address the common goal of ensuring that a plaintiff is legally entitled to relief based on a nonspeculative injury.”) (citing Erwin Chemerinsky, A Unified Approach to Justiciability, 22 Conn. L.Rev. 677, 682, 696-97 (1990)). “Ripeness, like standing, is a threshold issue that implicates subject matter jurisdiction, and like standing, emphasizes the need for a concrete injury for a justiciable claim to be presented.” Patterson v. Planned Parenthood of Houston & Se. Tex., Inc., 971 S.W.2d 439, 442 (Tex.1998) (citation omitted). While standing focuses on the question of. who may bring an action,: ripeness examines when that action may be brought. Id. “[R]ipeness asks whether the facts have developed sufficiently so that an injury has occurred or is likely to occur, rather than being contingent or remote.” Id. (emphasis added). “Standing and ripeness [thus] present, the threshold jurisdictional question of whether a court may■ consider the merits of a dispute.” Mend v. Basham,. 471 ,F.3d 1199, 1204 (11th Cir.2006) (emphasis added). In Speer v. Presbyterian Children’s Home & Service Agency, the supreme court dismissed as moot an appeal involving whether the respondent was a religious corporation exempted from the general-prohibition of discriminatory practices contained in our state’s anti-discrimination statutes. 847 S.W.2d 227, 228, 230 (Tex.1993). Disagreeing with the dissent’s argument that dismissing the appeal “endorses] ... evasion of our state prohibition against employment discrimination,” Justice Cornyn explained that “[dismissal for mootness is not a ruling on the merits. Rather, the court’s duty to dismiss moot cases arises from a proper respect for the judicial branch’s unique rule under our constitution: to decide contested cases.” Id. at 229 (emphasis added). Appellants’ arguments that Dr.- Crayens lacks standing to recover individually are premised, upon caselaw holding that an individual stakeholder in a legal entity cannot recover, personally for harms, done to the legal entity. See, e.g., Nauslar v. Coors Brewing Co., 170 .S.W.3d, 242, 247 (Tex.App.-Dallas 2005, no pet.). That line of authority appears to derive from the supreme court’s opinion in Wingate v. Hajdik, 795 S.W.2d 717Í 719 (Tex.1990) (“A corporate stockholder cannot recover damages personally for a wrong done solely to the corporation, even though he may be injured by that wrong.”). Id. Interestingly, however, not once do the terms “standing,” “justiciability,” or “subject matter jurisdiction” appear in the majority opinion. Id. at 718-20. Now-Chief Justice Hecht instead repeatedly phrased the issue as a matter of “recovering damages.” Id.] cf. Sneed v. Webre, 465 S.W.3d 169, 186 (Tex.2015) (considering whether the business judgment rule deprived respondent of standing to assert .a derivative proceeding on behalf of a closely held corporation and observing that “[t]he defendants confuse standing with an issue that goes to the merits” — “[t]he right of a plaintiff to maintain a suit,. while frequently treated as going to the question of jurisdiction, has been said to go in reality to the right of the plaintiff to relief' rather than to the jurisdiction of the court to afford it”) (emphasis in original). Consequently; our holding does not conflict with or alter in any way the well-established line of authority relied upon by Appellants. Rather, insofar ,as Dr. Cravens may have sought, and the jury may -have improperly awarded, any damages that belong to the. Partnership or some other entity, that issue is more appropriately raised through a direct challenge to the damages award, a merits-based inquiry, not via an argument premised upon a lack of standing, a jurisdictional inquiry. Given all of the above, we decline Appellants’ implied invitation to improperly conflate the standing requirement that Dr. Cravens suffer a personal injury with his ability or .inability to recover damages that were arguably incurred by a different entity. Dr. Cravens pleaded and testified that the RCC and RCP Appellants fraudulently induced him to enter into the Partnership Agreement by misrepresenting their ability to develop the project and obtain financing to construct a physician-owned neurosurgical hospital. We hold that Dr. Cravens met his initial burden to show that he- was personally aggrieved by the acts or omissions of .Appellants for purposes of demonstrating standing to recover damages individually. See Lujan, 504 U.S. at 560, 112 S.Ct. at 2136; Heckman, 369 S.W.3d at 154-55; DaimlerChrysler Corp., 252 S.W.3d at 305 (comparing facts to those in Novak and stating, “The point was that Novak was not himself deceived or injured, and therefore he did not have standing individually to assert fraud.” (emphasis added)). We overrule the RCC and RCP Appellants’ first issues. IV. Statutory Fraud Recovery The RCC Appellants in their issue 2a and the RCP Appellants in part of their second issue argue that the trial court erred by awarding Dr. Cravens final judgment on his statutory fraud claim under business and commerce code section 27.01. They contend that section 27.01 has no application to the facts of this case because (i) acquiring a. partnership interest through an agreement that incidentally deals with real estate, as Dr. Cravens did here, is insufficient to bring the case within the scope of section 27.01 and (ii) Dr. Cravens was not a party to the Contribution Agreement in his individual capacity; The first argument views the transaction through an overly narrow lens. The second ignores a key aspect' of the " unique transaction formulated by the parties. Business and commerce code section 27.01(a) creates a statutory cause of action for fraud in a real estate transaction. See Tex. Bus. & Com.Code Ann. § 27.01. • As relevant here, the claim requires a false representation that is made to induce a person to enter into a contract and that is relied on' by that person in entering-into the contract. Id. § 27.01(a)(1); The Partnership Agreement was not the only document effective on February 15, 2008; the Contribution Agreement, the Lease Agreement, and the Option Agreement were executed the same day. Texas follows the “well established principle that, in order to ascertain the entire agreement between the contracting parties, separate documents executed at the same time, for the same purpose, and in the course of the same transaction are to be construed together.” Jim Walter Homes, Inc. v. Schuenemann, 668 S.W.2d 324, 327 (Tex.1984). There can be no doubt that the Contribution Agreement memorialized a real estate transaction— specifically, Willmar’s agreement to convey the Property to the Partnership. The actual contribution occurred six- and a half months after the Partnership Agreement was executed, but the delay did not somehow transform the transaction into something other than one involving real estate. When we construe all of‘the agreements together, instead of individually and in a vacuum, the RCC and RCP Appellants’ characterization of the transaction as one comprising only an acquisition of a limited partnership interest misses the mark; The arguments that section 27.01 has no application because Dr. Cravens was not a party to the Contribution Agreement individually are more compelling but also ultimately unpersuasive. , As explained above, and as reflected by the Partnership and Contribution Agreements, the parties devised a unique transaction whereby Dr. Cravens, received a capital contribution credit in the amount of $3.32 million and a corresponding 99.8% limited partnership interest in exchange for Willmar’s contribution of the Property. In other words, Willmar supplied the consideration for its end of the bargain, but the immediate benefit flowed to Dr. Cravens individually, not back to Willmar. See In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 129 (Tex.2004) (“As a rule, parties have the right to contract as they see fit as long as their agreement does not violate the law or public policy.”). Because Willmar and the Partnership clearly intended to secure a benefit for Dr. Cravens and contracted directly for his benefit, we hold that Dr. Cravens was not prohibited from securing a judgment against Appellants individually for statutory fraud under business and commerce code section 27.01. See' MCI Telecomms. Corp. v. Tex. Utils. Elec. Co,, 995 S.W.2d 647, 651 (Tex.1999) (describing contours of third-party beneficiary status); AVCO Corp.,. 251 S.W.3d at 653-54 (holding that affiliate entity had standing to pursue fraudulent inducement claim as beneficiary of second addendum to master supply agreement). We overrule the RCC Appellants’ issue 2a and this part-of the RCP Appellants’ second issue. V. Fraud Findings The RCC Appellants argue in their third issue that the evidence is legally and factually insufficient to support (i) the jury’s findings in question number 6 that Lake, Rian, and RCC committed statutory fraud against Dr. Cravens prior to February 15, 2008, and (ii) the jury’s findings in question number 34 that between February 15, 2008, and October 1, 2008, Lake, GenPar, and RCC committed fraud by nondiscló-sure against Dr. Cravens that induced him to sign a deed conveying the Property to the Partnership. Regarding question number 34, the RCC Appellants also argue in their issue 2b that the jury’s findings are legally immaterial and should be disregarded because Texas does, not recognize a separate tort of “continuing” fraud. The RCP Appellants argue in. part of their second issue that the evidence is legally and factually insufficient to support the jury’s findings in question numbers 6 and 7 that RCP and Myers, respectively, committed statutory fraud against Dr. Cravens prior to February 15, 2008. A. Standards of Review We may sustain a legal sufficiency challenge only when (1) the record discloses a complete absence of evidence of a vital fact, (2) the court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact, (3) the evidence offered to prove a vital fact is no more than a mere scintilla, or (4) the evidence establishes conclusively the opposite of a vital fact. Ford Motor Co. v. Castillo, 444 S.W.3d 616, 620 (Tex.2014); Uniroyal Goodrich Tire Co. v. Martinez, 977 S.W.2d 328, 334 (Tex.1998), cert, denied, 526 U.S. 1040,119 S.Ct. 1336, 143 L.Ed.2d 500 (1999). In determining whether there is legally sufficient evidence to support the finding under review, we must- consider evidence favorable to the finding if a reasonable factfinder could and disregard evidence contrary to the finding unless a reasonable factfinder could not. Cent. Ready Mix Concrete Co. v. Islas, 228 S.W.3d 649, 651 (Tex.2007); City of Keller v. Wilson, 168 S.W.3d 802, 807, 827 (Tex.2005). When reviewing an assertion that the . evidence is factually insufficient to support a finding, we set aside the .finding only if, after considering and weighing all of the evidence in the record pertinent to that finding, we determine that the credible evidence supporting the finding is so weak, or so contrary to the overwhelming weight of all the evidence, that the answer should be set aside and a new trial ordered. Pool v. Ford Motor Co., 715 S.W.2d 629, 635 (Tex.1986) (op. on reh’g); Cain v. Bain, 709 S.W.2d 175, 176 (Tex.1986); Garza v. Alviar, 395 S.W.2d 821, 823 (Tex.1965). B. Question Number 6 The RCC and RCP Appellants argue that there is no evidence of an actionable misrepresentation that induced Dr. Cravens to enter into the Partnership Agreement. Dr. Cravens disagrees, arguing that Lake misrepresented that he had developed a hospital in Georgia and had overseen the expansion of a hospital in Grapevine while on that hospital’s board; that Rian had misrepresented his involvement with two hospital projects as an engineer; that Lake, Rian, RCC, and RCP misrepresented their ability to obtain financing for the project and build the hospital; and that representations were made that developer fees would not be paid until the construction financing was secured. The alleged misrepresentations thus primarily fall into three categories: (1) past experience and qualifications, (2) intent to develop the hospital, and (3) when developer fees would be paid. An actionable representation is one concerning a material fact; a pure expression of opinion will not support an action for fraud. Transp. Ins. Co. v. Faircloth, 898 S.W.2d 269, 276 (Tex.1995). “A material fact is one in which a reasonable person would attach importance to and would be induced to act .on in determining their choice of actions.” Tukua Invs., LLC v. Spenst, 413 S.W.3d 786, 798 (Tex.App.-El Paso 2013, pet. denied). “An honest but erroneous expression of opinion or b[e]lief is not fraud..... Since' a statement .concerning a matter not susceptible of exact knowledge by the speaker is no more than the expression of a belief, one making such a statement in good faith is not liable for its falsity.” Harris v. Sanderson, 178 S.W.2d 315, 319 (Tex.Civ.App.-Eastland 1944, writ ref d w.o.m.) (emphasis in original). Whether a statement is an actionable statement of “fact” or merely one of “opinion” often depends on the circumstances in which the statement is made. Transp. Ins. Co., 898 S.W.2d at 276. Relevant circumstances include the statement’s specificity, the comparative levels of the speaker’s and the hearer’s knowledge, and whether the statement relates to the present or the future. Id. 1. Past Experience and Qualifications a. Lake Lake testified that he did not tell Dr. Cravens that he had'developed a hospital in Georgia or that he had overseen the development of the expansion at Baylor Grapevine. Dr. Cravens and Reed testified otherwise — when they met Lake in the fall of 2007, he represented that he had developed a hospital in .Atlanta and had overseen the expansion at Baylor Grapevine. Lake made the representations before Dr. Cravens had .signed the second LQI, and Dr. Cravens explained that he had no reason not to believe Lake— “Based upon what he said I believed him and I felt that he was somebody who was competent in being able' to build a hospital based on what he shared with me.” The representations were therefore specific and related to a past material fact of which Dr. Cravens had no knowledge. The RCC Appellants argue that Dr. Cravens did not justifiably rely on Lake’s statements because he had the advice of counsel and understood the dynamics of the deal and because the Partnership Agreement superseded all prior oral Understandings between the parties. However, Dr. Cravens clarified at trial that he was complaining about representations that' were not addressed in the Partnership Agreement but that induced him to enter into it, i.e., Lake’s representations about his past experience. The RCC Appellants also argue that Lake’s representations were not actionable because they were nothing more than mere “puffing.” “ ‘Puffery’ is an expression of opinion by a seller not made as a representation of fact.” Dowling v. NADW Mktg., Inc., 631 S.W.2d 726, 729 (Tex.1982). Lake’s representations were statements of material fact, not mere opinions. See Harris, 178 S.W.2d at 319. We hold that the evidence is legally and factually sufficient to support the 'jury’s finding in question number 6 that Lake committed statutory fraud against Dr. Cravens prior to February 15, 2008. b. RCC The evidence is undisputed that Lake was a vice president of RCC and that he was acting in that representative capacity when he made the complained-of repre-. sentations about his past experience developing hospitals. Appellees consequently sought to hold RCC liable for the alleged misrepresentations committed by Lake. The parties make no effort on appeal to explain under what specific theory of vicarioUs'liability Appellees sought to hold RCC liable, but based on Appellees’ pleadings and arguments, it appears that they proceeded under a principal/agent theory. See Reid Rd. Mun. Util. Dist. No. 2 v. Speedy Stop Food Stores, Ltd., 337 S.W.3d 846, 853-54 (Tex.2011) (reasoning that an agent’s act on behalf of the organization is an act of the ■ organization itself); LandAmerica Commonwealth Title Co. v. Wido, No. 05-14-00036-CV, 2015 WL 6545685, at *5 (Tex.App.-Dallas Oct. 29, 2015, no pet.) (mem. op. on reh’g) (“Any recovery against a principal for a tort must be based on the wrongful act of an officer or agent within the course or scope of his employment.”); Sw. Bell Tel. Co. v. Wilson, 768 S.W.2d 755, 759 (Tex.App.-Corpus Christi 1988, writ denied) (“A, principal is responsible - for an unlawful act of his agent where.the act is committed by the agent for the purpose of accomplishing the mission entrusted to him by. his principal.”). The evidence is legally and factually sufficient to support the jury’s finding in question number 6 that RCC committed statutory fraud against Dr. Cravens prior to February 15, 2008, based on Lake’s acts as RCC’s vice president. We overrule this part of the RCC Appellants’ third issue insofar-as it relates to RCC. c. Rian Dr. Cravens testified that Rian said that he had worked as a civil 'engineer and project manager on a renovation at Harris Southwest Hospital and an expansion at Arlington Memorial Hospital. Rian testified, Q. Would you describe those hospital projects for us? Start with the first one that you were involved with. A. From there Harris Southwest, which is in southwest- Fort Worth, went through a pretty good size éxpansion, and I did ... most of the ... ■ land development engineering for that project under a— A. And so worked on that expansion underneath another professional engineer who was my boss at the time. And then we' both started work on the new JPS patient tower in Fort Worth, and fairly simultaneously with that we started work on the new Arlington Memorial tower in Arlington. And through the course of that design, which each one of those projects took over two years, I think, through the course of that'design and working with the other consultants, I became the lead engineer on both of those projects before I left [my employer]. Q. Which two projects are you referring to? A. The JPS patient tower and the Arlington Memorial tower. Both of those projects ... were well over 50 million.' Q. You said you ... became the lead engineer? A. Yes, project manager for the civil engineering. [Emphasis added.] We fail to see how Rian’s testimony is any different from Dr. Cravéns’s testimony- Dr. Cravens appears to argue that Rian misrepresented his experience by omitting the fact that he worked outside the “footprint” on the Hams Southwest project instead of inside the footprint. A civil engineer who focuses on land development engineering, as Rian did, is necessarily responsible for various matters that are primarily located outside the footprint of a project. Rian .testified, “I’ll hone in on land development engineering, which is really where I .specialized, and that was doing the civil engineering work for new construction, which, would involve any water, sewer, storm drain, grading, paving, dimensional control, layout and specifications for essentially everything outside of the building footprint.” To the extent that Dr. Cravens’s apparent nondisclosure argument does not conflict with jury question number 6, it is unpersuasive because there is no evidence that Rian knew that Dr. Cravens did not understand the duties of a civil engineer or that Rian was deliberately silent about the specific responsibilities of a civil engineer who focuses on land development. Insofar as the jury’s finding in question number 6 that Rian committed statutory fraud is based on any representations that he made regarding his past experience or qualifications, the evidence is legally insufficient to support that finding. 2. Intent to Develop the Hospital Dr. Cravens testified several times that Lake, Rian, Rory, or Myers represented to him that they could, and would, secure the debt and equity financing that was needed to construct the hospital and, consequently, make Dr. Cravens’s dream of owning a neurosurgical hospital a reality: • [Lawyer]: Tell the jury today why you went into partnership with Realty Capital Corporation or anyone associated with Realty Capital or Realty Capital Partners. [Dr. Cravens]: My ... original reasons for going into this agreement was they were to obtain equity funding and to get a construction loan for me to build this hospital. • [Lawyer]: Okay. Why did you sign those documents? [Dr. Cravens]: Because I wanted to build this hospital. I believed what they told me they would do. I believed that they had the expertise that they told me they had. I believed it when they told me they could raise the equity. [Lawyer]: Okay. Do you believe them telling you that they could find construction financing? [Dr. Craven