SignAd, Ltd. v. Texas Department of Transportation

ACCEPTED
15-24-00075-CV
FIFTEENTH COURT OF APPEALS
AUSTIN, TEXAS
CAUSE NO. 15-24-00075-CV 11/19/2025 3:06 PM
CHRISTOPHER A. PRINE
________________________________________________________________ CLERK
IN THE COURT OF APPEALS FOR THE FIFTEENTH DISTRICT
FILED IN
15th COURT OF APPEALS
OF AUSTIN, TEXAS AUSTIN, TEXAS
_____________________________
11/19/2025 3:06:36 PM
CHRISTOPHER A. PRINE
SIGNAD, LTD., Clerk
Appellant,
V.

TEXAS DEPARTMENT OF TRANSPORTATION
Appellee.
______________________________
On Appeal from the 126th Judicial District Court of Travis County, Texas; Cause No.
D-1-GN-21-004113; the Honorable
Aurora Martinez Jones, Presiding
______________________________

APPELLANT SIGNAD, LTD.’S MOTION FOR REHEARING
______________________________

Christopher W. Rothfelder
State Bar No. 24084740
crothfelder@rothfelderfalick.com
Richard L. Rothfelder
Texas Bar No. 17318100
rrothfelder@rothfelderfalick.com
1517 Heights Blvd.
Houston TX 77008
Telephone: 713-220-2288
Facsimile: 713-658-8211
ATTORNEYS FOR APPELLANT,
SIGNAD, LTD.
TABLE OF CONTENTS
Page

TABLE OF CONTENTS ............................................................................................... i

INDEX OF AUTHORITIES ......................................................................................... ii

ARGUMENTS AND AUTHORITIES ......................................................................... 2

I. The Court of Appeals failed to correctly apply the de novo
standard of review .................................................................................... 2

PRAYER ........................................................................................................................ 9

CERTIFICATE OF SERVICE .................................................................................... 10

CERTIFICATE OF COMPLIANCE .......................................................................... 10

APPENDIX

Opinion – SignAd, Ltd. v. Texas Dep't of Transportation, No. 15-24-00075-CV, 2025
WL 2957101 (Tex. App.—15th Dist. Oct. 21, 2025, no pet. h.) (mem. op.).

i
INDEX OF AUTHORITIES

CASES PAGE(S)

Buttles v. Navarro,
766 S.W.2d 893 (Tex. App.—San Antonio 1989, no writ) ................................ 6

Hegar v. Health Care Serv. Corp.,
652 S.W.3d 39 (Tex. 2022) ............................................................................ 7, 9

In re Aguilar,
344 S.W.3d 41 (Tex. App.—El Paso 2011, orig. proceeding) ........................... 6

Int. of J.R.,
652 S.W.3d 508 (Tex. App.—Houston [14th Dist.] 2022, pet. denied) ........... 5

Patients Med. Ctr. v. Facility Ins. Corp.,
623 S.W.3d 336 (Tex. 2021) .............................................................................. 5

Ramsay v. Texas Trading Co., Inc.,
254 S.W.3d 620 (Tex. App.—Texarkana 2008, pet. denied) ............................. 6

SignAd, Ltd. v. Texas Dep't of Transportation,
No. 15-24-00075-CV,
2025 WL 2957101 (Tex. App.—15th Dist. Oct. 21, 2025, no pet. h.)
(mem. op.) (App.) ........................................................................... 1, 2, 3, 4, 5, 6

TIC Energy & Chem., Inc. v. Martin,
498 S.W.3d 68 (Tex. 2016) ................................................................................ 5

REGULATIONS

43 Tex. Admin. Code § 21.174 (2018), repealed 49 Tex. Reg. 6256, 6256
(2024) ........................................................................................................................ 3, 4

43 Tex. Admin. Code § 21.184 (2018), repealed 49 Tex. Reg. 6256, 6256 (2024) .... 8

43 Tex. Admin. Code § 21.191 (2018), repealed 49 Tex. Reg. 6256, 6256
(2024) ................................................................................................................ 2, 3, 4, 5

ii
43 Tex. Admin. Code § 21.192 (2018), repealed 49 Tex. Reg. 6256, 6256
(2024) ......................................................................................................... 2, 4, 5, 6, 7, 8

43 Tex. Admin. Code § 21.197 (2024) .......................................................................... 7

43 Tex. Admin. Code § 21.198 (2024) .......................................................................... 8

43 Tex. Admin. Code § 21.200 (2024) .......................................................................... 7

RULES

Tex. R. App. P. 9.4 ...................................................................................................... 10

MISCELLANEOUS

49 Tex. Reg. 6256 .............................................................................................. 3, 4, 5, 7

iii
CAUSE NO. 15-24-00075-CV
________________________________________________________________
IN THE COURT OF APPEALS FOR THE FIFTEENTH DISTRICT
OF AUSTIN, TEXAS
_____________________________

SIGNAD, LTD.,
Appellant,
V.

TEXAS DEPARTMENT OF TRANSPORTATION
Appellee.
______________________________
On Appeal from the 126th Judicial District Court of Travis County, Texas; Cause No.
D-1-GN-21-004113; the Honorable
Aurora Martinez Jones, Presiding
______________________________

APPELLANT SIGNAD, LTD.’S MOTION FOR REHEARING
______________________________

To the Honorable Court of Appeals:

Appellant, SignAd, Ltd. (“SignAd”), submits this motion for rehearing in re-

sponse to this Court’s opinion in SignAd, Ltd. v. Texas Dep't of Transportation, No.

15-24-00075-CV, 2025 WL 2957101 (Tex. App.—15th Dist. Oct. 21, 2025, no pet.

h.) (mem. op.) (App.), and requests the Court consider the following issues and grant

this motion for rehearing.

1
ARGUMENTS AND AUTHORITIES

I. The Court of Appeals failed to correctly apply the de novo standard of re-
view.

As this Court recognized, SignAd argued in its first issue on appeal “that the

trial court applied the wrong standard of review, substantial evidence review, when it

should have applied de novo review.” SignAd, Ltd., 2025 WL 2957101, at *3. Alt-

hough Appellee, the Texas Department of Transportation (“TxDOT” and/or the “De-

partment”), argued that the substantial evidence review applied, this Court agreed

that the “de novo review is proper here where the material facts are not disputed . .

..” Id.

This Court then recognized that it “reviews the Department’s regulations de

novo regardless of what standard of review the trial court applied.” Id. However, and

respectfully, this Court erred in its application of the de novo standard of review and

corresponding interpretation of the Department’s regulations. As such, SignAd re-

quests that the Court grant this motion for rehearing and issue a new opinion.

Because SignAd adjusted the Sign as a result of a Department highway widen-

ing project, the Department regulations at issue are 43 Tex. Admin. Code § 21.191(c)

2
(2018), repealed by 49 Tex. Reg. 6256, 6256 (2024), and 43 Tex. Admin. Code §

21.192(d) (2018), repealed by 49 Tex. Reg. 6256, 6256 (2024).1

Section 21.191(c) listed eight examples of “substantial changes.” 43 Tex. Ad-

min. Code § 21.191 (2018), repealed 49 Tex. Reg. 6256, 6256 (2024). According to

43 Tex. Admin. Code § 21.174(d) (2018), repealed 49 Tex. Reg. 6256, 6256 (2024),

“An amended permit will not be issued for a substantial change as described by §

21.191(c) of this subchapter to a nonconforming sign.” The dispute between the par-

ties is whether the alterations SignAd made to the Sign constituted “substantial

changes,” thereby requiring an amended permit. They did not.

One of the “substantial changes” listed in Section 21.191(c), was “moving the

sign structure or sign face in any way unless the movement is made in accordance

with Section 21.192 of this subchapter (relating to Permit for Relocation of Sign).”

43 Tex. Admin. Code § 21.191(c)(8) (2018), repealed 49 Tex. Reg. 6256, 6256 (2024)

(emphasis added). In other words, moving a sign structure or face in any way would

have ordinarily constituted a substantial change requiring an amended permit, unless

such movement was done in accordance with Section 21.192.

The relevant language of Section 21.192 was the following:

Notwithstanding other provisions of this section, if only a part of a sign
will be located within the highway right of way as a result of the

1
This Court recognized that Department regulations were amended following the commencement
of this litigation, and as such, the regulations as they existed between March 14, 2018, and August
31, 2024, are applicable. SignAd, Ltd., 2025 WL 2957101, at *1, n.1.
3
construction project, the sign owner may apply to amend the existing
permit for the sign to authorize . . . the relocation of the poles and the
sign face of a multipole sign structure that is located in the pro-
posed right of way from the proposed right of way and the required
five-foot setback to the land on which the other poles of the sign
structure are located.

43 Tex. Admin. Code § 21.192(d)(2) (2018), repealed 49 Tex. Reg. 6256, 6256

(2024).

SignAd performed the scope of work described in Section 21.192(d)(2)—

SignAd relocated the poles on the (multipole) Sign in order to avoid the expanded,

proposed right of way and create a five-foot setback. SignAd, Ltd., 2025 WL 2957101,

at *2. Ordinarily, such a change to the Sign would qualify as “moving the sign struc-

ture or sign face in any way,” thereby requiring an amended permit. 43 Tex. Admin.

Code § 21.191(c)(8) (2018), repealed 49 Tex. Reg. 6256, 6256 (2024). However, be-

cause “the movement [was] made in accordance with Section 21.192,” it did not con-

stitute a substantial change, 43 Tex. Admin. Code § 21.191(c)(8) (2018), repealed 49

Tex. Reg. 6256, 6256 (2024), and therefore did not require an amended permit. 43

Tex. Admin. Code § 21.174(d) (2018), repealed 49 Tex. Reg. 6256, 6256 (2024).

This Court disagreed, and instead held, “Assuming without deciding that

SignAd’s adjustments fall under Section 21.192(d)(2) and (3), SignAd was still re-

quired to hold an amended permit to make the adjustments.” SignAd, Ltd., 2025 WL

2957101, at *4. The Court reasoned that “Section 21.192(d) states that the permit

holder ‘may apply to amend the existing permit for the sign to authorize’ the listed
4
adjustments.” Id.2

The Court’s interpretation of Section 21.192 would erroneously render the

carve out language of Section 21.191(c)(8) meaningless. In construing a statute, the

courts of appeals “do not consider the statute's words and phrases in isolation; rather,

‘we consider the statute as a whole, giving effect to each provision so that none is

rendered meaningless or mere surplusage.’” Int. of J.R., 652 S.W.3d 508, 513 (Tex.

App.—Houston [14th Dist.] 2022, pet. denied) (quoting TIC Energy & Chem., Inc.

v. Martin, 498 S.W.3d 68, 74 (Tex. 2016)); see Patients Med. Ctr. v. Facility Ins.

Corp., 623 S.W.3d 336, 341 (Tex. 2021) (“We interpret administrative rules using

the same principles we apply when construing statutes.”). If the Transportation Com-

mission (the body responsible for drafting the Department’s regulations) intended

for those moving signs as a result of a Department roadway project to obtain

amended permits, then it would not have included the following exception in the text

of Section 21.191(c)(8): “unless the movement is made in accordance with Section

21.192 of this subchapter (relating to Permit for Relocation of Sign).” 43 Tex. Ad-

min. Code § 21.191(c)(8) (2018), repealed 49 Tex. Reg. 6256, 6256 (2024).

This Court reasoned that “SignAd was still required to hold an amended permit

2
This Court stated, “SignAd does not dispute that it was required to hold an amended permit before
making any adjustments.” SignAd, Ltd., 2025 WL 2957101, at *4. For the sake of clarity, SignAd’s
position is that it was not required to hold an amended permit before making any adjustments to the
Sign.
5
to make the adjustments,” because “Section 21.192(d) states that the permit holder

‘may apply to amend the existing permit for the sign to authorize’ the listed adjust-

ments.” SignAd, Ltd., 2025 WL 2957101, at *4. But the inclusion of the word “may”

in Section 21.192(d) does not mean that a sign owner must obtain an amended permit

prior to carrying out the scope of work encompassed in any of the three options listed

in Section 21.192(d)(1)–(3). The use of the word “may” indicates that the Commission

intended to give sign owners the option of whether to reconfigure signs impacted by

highway widening projects, including through relocation to another part of the State

or a simple adjustment on the remainder of partially acquired property.

“[T]he word ‘may’ is generally construed as permissive, but can be interpreted

as mandatory depending on the context in which it is used.” In re Aguilar, 344 S.W.3d

41, 50 (Tex. App.—El Paso 2011, orig. proceeding) (citing Ramsay v. Texas Trading

Co., Inc., 254 S.W.3d 620, 631 (Tex. App.—Texarkana 2008, pet. denied); Buttles v.

Navarro, 766 S.W.2d 893, 894 (Tex. App.—San Antonio 1989, no writ) (construing a

statute).

Here, the use of the word “may” in Section 21.192(d), when placed into context

with the other provisions of TxDOT’s regulations, indicates that the Commission in-

tended the word to be used in a permissive rather than mandatory context. For exam-

ple, Section 21.192 expressly states that a new permit “must” be obtained to relocate

a sign displaced due to condemnation, 43 Tex. Admin. Code § 21.192(b) & (c) (2018),

6
repealed 49 Tex. Reg. 6256, 6256 (2024), but with respect to a mere adjustment of a

sign away from TxDOT’s expanded right of way, the Regulations state only that the

“the sign owner may apply to amend the existing permit for the sign to authorize” the

limited scope of work. 43 Tex. Admin. Code § 21.192(d) (2018), repealed 49 Tex.

Reg. 6256, 6256 (2024) (emphasis added).

Additionally, to the extent of any ambiguity in the regulatory language, Section

21.192 should be construed in favor of SignAd, not the enforcing agency. See Hegar

v. Health Care Serv. Corp., 652 S.W.3d 39, 43 (Tex. 2022) (“If the language of the

statute proves ambiguous, however, we apply the presumption in favor of the tax-

payer.”).

This interpretation of Sections 21.191 and 21.192 is further supported by recent

amendments to the Department’s regulations. In 2024, the Transportation Commis-

sion made widespread changes to the Department’s regulations, including the com-

plete elimination of Section 21.192 and a significant overhaul of the provisions appli-

cable to “substantial changes.” 49 Tex. Reg. 6256, 6256 (2024). The Department also

acknowledged it “made substantive revisions to address . . . the relocation of acquired

sign structures.” Id.

The Department’s regulations applicable to relocation of signs displaced due to

condemnation are now codified as Sections 21.197 through 21.200. 43 Tex. Admin.

Code §§ 21.197–.200 (2024). Entirely absent from those Sections are the provisions

7
once located in Section 21.192(d), which permitted the relocation of signs “if only a

part of a sign will be located within the highway right of way as a result of the con-

struction project . . ..” The new Regulations also now clarify the timing during which

a sign owner may relocate a displaced sign: “A sign is eligible for a credit only if the

structure has remained in its present location from the time the owner received notice

of eminent domain proceedings until the above-ground portion of the structure is re-

moved entirely from the property pursuant to the Notice to Vacate or earlier upon

written approval by the department.” 43 Tex. Admin. Code § 21.198(b) (2024).

The Commission also revamped Section 21.191, which is now recodified as 43

Tex. Admin. Code § 21.184 (2024). That Section now lists seven activities that con-

stitute “routine maintenance,” and do not require an amended permit. 43 Tex. Admin.

Code § 21.184(a) (2024). Rather than identify the activities that constitute “substantial

changes” requiring an amended permit before being performed on a non-conforming

sign, the new Section 21.184(c) simply provides, “An activity that is not described by

subsection (a) or (b) of this section is a substantial change that may be made only if

the sign is a conforming sign, and the license holder obtains an amended permit before

the initiation of the activity.” 43 Tex. Admin. Code § 21.184(c) (2024).

Whereas the previous version of TxDOT’s Regulations made clear distinctions

between permissive and mandatory permitting requirements, the recent revisions were

clearly designed to eliminate what TxDOT perceived as potential ambiguities. And,

8
once again, to the extent of any such ambiguity, the Regulations should be construed

in favor of SignAd. See Hegar, 652 S.W.3d at 43.

PRAYER

For the reasons stated, Appellant, SignAd, Ltd., respectfully asks this Court to

grant this motion for rehearing and issue a new opinion that reverses the trial court’s

Final Judgment, reverses the Order of the Transportation Commission, orders the re-

instatement of Commercial Sign Permit No. PMT-HBA-13236, and remands for a

determination of SignAd’s attorney’s fees.

Respectfully submitted,

ROTHFELDER & FALICK, L.L.P.

/s/ Christopher W. Rothfelder
Christopher W. Rothfelder
Texas Bar No. 24084740
crothfelder@rothfelderfalick.com
Richard L. Rothfelder
Texas Bar No. 173318100
rrothfelder@rothfelderfalick.com
Rothfelder & Falick, L.L.P.
1517 Heights Blvd.
Houston TX 77008
Telephone: (713) 220-2288
Facsimile: (713) 658-8211
ATTORNEYS FOR APPELLANT,
SIGNAD, LTD.

9
CERTIFICATE OF COMPLIANCE

I certify that the number of words in Appellant SignAd, Ltd.’s Motion for Re-
hearing is 1,898 words, not including those in the sections excluded under Tex. R.
App. P. 9.4(i)(2)(D).

/s/ Christopher W. Rothfelder
Christopher W. Rothfelder

CERTIFICATE OF SERVICE

I certify that on November 19, 2025, I served a true and correct copy of this
document via electronic delivery and/or certified mail, upon the counsel or parties
listed below.

Joshua Longi
Assistant Attorney General
Texas Department of Transportation
P.O. Box 12548
Austin, TX 78711-2548

/s/ Christopher. Rothfelder
Christopher W. Rothfelder

10
APPENDIX A
Affirmed and Memorandum Opinion filed October 21, 2025

In The

Fifteenth Court of Appeals

NO. 15-24-00075-CV

SIGNAD, LTD., Appellant

V.
TEXAS DEPARTMENT OF TRANSPORTATION, Appellee

On Appeal from the 419th District Court
Travis County, Texas
Trial Court Cause No. D-1-GN-21-004113

MEMORANDUM OPINION

Appellee the Texas Department of Transportation (the “Department”) issued
an order revoking appellant SignAd, Ltd.’s commercial sign permit. SignAd filed a
suit for judicial review contesting the order in the trial court, which issued a
judgment affirming the Department’s order. SignAd then appealed to this Court.
Because we conclude that the Department was authorized to revoke SignAd’s
permit, we affirm the trial court’s judgment.
BACKGROUND

The Department regulates the display of commercial signs throughout the
State of Texas pursuant to chapter 391 of the Texas Transportation Code—the Texas
Highway Beautification Act (the “Act”)—and the regulations promulgated pursuant
to the Act—Title 43, Chapter 21 of the Texas Administrative Code.1 SignAd
purchased a sign located adjacent to Interstate 10 in Sealy, Texas during the 1970s
(the “Sign”). The Department issued a permit to SignAd for the Sign in 1996. In
2009, the Department sent SignAd a notice of cancellation for its Sign permit,
alleging that the Sign’s location within a railroad right of way violated the
Department’s regulations. SignAd contested the cancellation by appealing it within
the Department. The Department filed an administrative action before the State
Office of Administrative Hearings (“SOAH”) to affirm its cancellation. SignAd
argued that the Department’s regulations grandfathered signs—called
“nonconforming” signs—erected prior to 1986 from the right of way regulation at
issue.

The parties settled the dispute in 2011. The Settlement Agreement (the
“Agreement”) reinstated SignAd’s permit to operate the Sign, required SignAd to
make some adjustments to the Sign, required the parties to file an agreed motion to
dismiss with prejudice the SOAH action, and included a mutual release of liability
for any claims related to the SOAH action.

Years later in 2017, the Department notified SignAd through a letter that it
intended to expand the overpass bridge next to the Sign and that it had determined

1
The regulations at issue have been amended, effective September 1, 2024, since the
commencement of this litigation. 49 Tex. Reg. 6256, 6256 (2024). All references to the
Administrative Code in this opinion refer to sections as they existed between March 14, 2018 and
August 31, 2024. 43 Tex. Reg. 1446, 1446, 1470 (2018), repealed in part and amended in part by
49 Tex. Reg. 6256, 6256, 6261 (2024).

2
the expanded bridge would bisect the Sign by approximately two feet. The letter
offered to acquire the Sign for a sum of money and provide SignAd with the
opportunity to apply for a relocation permit under certain conditions. SignAd
rejected the Department’s offer and countered with a request that it be issued an
amended permit allowing it “to adjust the Sign outside of the State’s proposed right
of way and five-foot setback zone” and that it be paid a smaller sum of money to
make these adjustments.

In 2018, SignAd submitted an amended permit application to the Department
requesting permission to move the Sign’s faces. The Department denied the
application, which SignAd appealed to the Department’s executive director. The
deputy executive director affirmed the denial of SignAd’s permit application. The
parties agree that this denial is not subject to judicial review.

Notwithstanding this denial, SignAd in the same year went ahead and adjusted
the Sign, reconstructing it by removing one of the support poles and moving the Sign
face. SignAd contends this adjustment removed the encroachment into the State’s
proposed right of way. After finding out that these changes were made, the
Department, in 2019, cancelled the permit for the Sign, asserting SignAd’s
adjustments were unlawful because they constituted substantial changes to the Sign,
which cannot be made without first securing a permit. SignAd requested an
administrative hearing on the cancellation, which was held before SOAH. The
Administrative Law Judge (ALJ) recommended the permit be cancelled and no
administrative penalties be imposed. The Department issued an order adopting the
ALJ’s proposal.

After SignAd filed a motion for rehearing, which was overruled by operation
of law, SignAd filed a petition for judicial review in the Travis County district court
arguing that the Department’s decision to cancel the Sign permit violated the law

3
and was not supported by substantial evidence. SignAd argued it was entitled to
adjust the Sign pursuant to the Agreement and Department regulations because these
adjustments were not substantial changes. SignAd also argued the Department
breached the Agreement by failing to honor the Sign permit. Lastly, SignAd argued
it was entitled to attorneys’ fees based on the Department’s breach of the Agreement.
After holding a hearing, the trial court entered a final judgment affirming that the
Department’s order is supported by substantial evidence and denying SignAd’s
request for attorneys’ fees. SignAd thereafter filed this appeal, which requests that
we (1) reverse the trial court’s judgment; (2) reverse the Department’s permit
revocation order; (3) reinstate the Sign permit; (4) remand the case back to the trial
court to determine the attorney’s fees SignAd is entitled to; and (5) award all such
other relief SignAd is entitled to.

STANDARD OF REVIEW

This appeal concerns a suit for judicial review of the Department’s order
revoking the Sign permit. Tex. Transp. Code § 391.066(b) (allowing judicial review
of permit revocations). The Texas Highway Beautification Act does not set out the
scope of review for such revocations, so we review the Department’s order pursuant
to the Administrative Procedure Act (the “APA”). Tex. Gov’t Code § 2001.174
(applicable when “the law authorizes review of a decision in a contested case under
the substantial evidence rule or if the law does not define the scope of judicial
review”). Under the APA, we reverse the Department’s decision only if SignAd’s
substantial rights have been prejudiced because the order was:

(A) in violation of a constitutional or statutory provision;
(B) in excess of the agency’s statutory authority;
(C) made through unlawful procedure;
(D) affected by other error of law;

4
(E) not reasonably supported by substantial evidence considering the
reliable and probative evidence in the record as a whole; or
(F) arbitrary or capricious or characterized by abuse of discretion or
clearly unwarranted exercise of discretion.

Id. § 2001.174(2). The parties do not dispute the underlying facts at issue in this
matter. Rather, they dispute the Department’s interpretation and application of its
permitting regulations.

We review the interpretation of administrative rules de novo, “using the same
principles that [courts] apply when construing statutes.” Hyde v. Harrison Cnty., 710
S.W.3d 403, 408 (Tex. App.—15th Dist. 2025, no pet.). “[O]ur goal in construing
the regulation is to ascertain and give effect to the drafter’s intent, looking first to
the plain and common meaning of the text.” Id.; TGS-NOPEC Geophysical Co. v.
Combs, 340 S.W.3d 432, 439 (Tex. 2011). Terms that are not defined “are typically
given their ordinary meaning, unless a different or more precise definition is
apparent from the term’s use in the context of the statute.” Hyde, 710 S.W.3d at 408.
Undefined terms with multiple common meanings are “not necessarily ambiguous;
rather, we will apply the definition most consistent with the context of the regulatory
scheme.” Id. (citing Thompson v. Tex. Dep’t of Licensing & Regul., 455 S.W.3d 569,
571 (Tex. 2014)).

ANALYSIS

SignAd challenges the trial court’s judgment upholding the Department’s
revocation of the Sign permit, arguing that the trial court applied the wrong standard
of review and that failure to apply the correct standard warrants reversal. SignAd
also contends it was entitled to adjust the Sign both pursuant to the Department’s
administrative rules and under the 2011 Settlement Agreement. SignAd further
asserts that it is entitled to attorneys’ fees because the Agreement states the
prevailing party in a dispute arising out of the Agreement is entitled to said fees
5
“incurred in each and every such proceeding, including any and all appeals or
petitions therefrom.”

The Department responds that the trial court applied the correct standard of
review and that neither the Department’s administrative rules nor the Agreement
allowed SignAd to make the adjustments at issue to the Sign. Consequently, SignAd
is not entitled to attorneys’ fees under the Agreement because it is not a prevailing
party. We address these issues in turn.

I. The Proper Standard of Review
For its first issue, SignAd argues that the trial court applied the wrong standard
of review, substantial evidence review, when it should have applied de novo review.
SignAd points to the trial court’s judgment, which states “the Court concludes that
the Texas Transportation Commission’s Order is supported by substantial evidence
and is AFFIRMED.” SignAd requests that we reverse and render the trial court on
this basis. The Department responds that substantial evidence review applies.

As discussed above, we agree that de novo review is proper here where the
material facts are not disputed, but SignAd incorrectly argues that the trial court did
not conduct de novo review and that reversal is required. SignAd has cited to no law
requiring the trial court to include the words “de novo” in its judgment and that a
failure to do so means automatic reversal. Further, courts have at times used the
phrase “substantial evidence review” to refer to both the review of the evidence and
the review of the law under Section 2001.174 of the Texas Government Code. See
Jenkins v. Crosby Indep. Sch. Dist., 537 S.W.3d 142, 149–50 (Tex. App.—Austin
2017, no pet.) (stating under substantial evidence review that “the extent to which
the underlying facts found by the agency logically support its ultimate decision or
action, may entail questions of law that we review de novo.”); Tex. Dep’t of Pub.
Safety v. Hutcheson, 235 S.W.3d 312, 314 (Tex. App.—Corpus Christi–Edinburg

6
2007, pet. denied) (“For purposes of substantial evidence review, a question of
statutory interpretation is a question of law and is not entitled to a presumption of
validity.”). This Court has also referred to review of an administrative rule as
“substantial evidence review” in a recent case, stating “[i]n this case, our substantial-
evidence review requires us to interpret Rule 334.50(b)(2). This presents a question
of law, which we address de novo.” Hyde, 710 S.W.3d at 408. And this Court
reviews the Department’s regulations de novo regardless of what standard of review
the trial court applied. See id. at 408–10.

We overrule SignAd’s first issue.

II. Department Regulations Did Not Authorize SignAd to Adjust the
Sign.
For its second issue, SignAd argues it was authorized to adjust the Sign under
the Department’s regulations because the adjustments were not prohibited
substantial changes, and it was in fact entitled to amend its permit to make those
changes under Section 21.192 of Title 43 of the Texas Administrative Code.

The Department responds that two of the changes SignAd made—removing a
pole and moving the Sign—were prohibited substantial changes that required the
Department to revoke the Sign permit. The Department further responds that even if
allowed to adjust the Sign under Section 21.192, SignAd nevertheless was required
to acquire a permit to do so. The Department denied such a permit, a decision not
subject to judicial review, but SignAd made the adjustments anyway. We hold that
SignAd violated Department regulations when it made its adjustments because it did
so without an amended permit.

The Texas Highway Beautification Act states the Department “may revoke or
suspend a license issued under this subchapter . . . if the license holder violates this
chapter or a rule adopted under this chapter” and that the Department’s decision to

7
revoke or suspend a license is subject to judicial review. Tex. Transp.
Code § 391.066. Relevant here, Rule 21.174(d) states that “[a]n amended permit will
not be issued for a substantial change as described by § 21.191(c) of this subchapter
to a nonconforming sign.” 43 Tex. Admin. Code § 21.174(d) (2018), repealed by 49
Tex. Reg. 6256, 6256 (2024).

Section 21.191(c) lists “examples of substantial changes that may be made but
require an amended permit before the initiation of such an activity” and include
“changing the number of poles in the sign structure” as well as “moving the sign
structure or sign face in any way unless the movement is made in accordance with
§ 21.192 of this subchapter (relating to Permit for Relocation of Sign).” Id.
§ 21.191(c) (2018), repealed by 49 Tex. Reg. 6256, 6256 (2024). SignAd argues that
its adjustments fall under Section 21.192 and so do not constitute substantial
changes. Specifically, it points to Section 21.192(d)(2) and (3):

(d) Notwithstanding other provisions of this section, if only a part of a
sign will be located within the highway right of way as a result of the
construction project, the sign owner may apply to amend the existing
permit for the sign to authorize:
...

(2) the relocation of the poles and sign face of a multiple sign
structure that is located in the proposed right of way from the
proposed right of way and the required five-foot setback to the
land on which the other poles of the sign structure are located; or

(3) a reduction in the size of a sign structure that is located
partially in the proposed right of way and the required five-foot
setback so that the sign structure and sign face are removed from
the proposed right of way and the required five-foot setback.
Id. § 21.192(d) (2018), repealed by 49 Tex. Reg. 6256, 6256 (2024).

Assuming without deciding that SignAd’s adjustments fall under Section
21.192(d)(2) and (3), SignAd was still required to hold an amended permit to make
8
the adjustments. After all, Section 21.192(d) states that the permit holder “may apply
to amend the existing permit for the sign to authorize” the listed adjustments. The
Act permits the Department to “revoke or suspend a license issued under this
subchapter . . . if the license holder violates this chapter or a rule adopted under this
chapter.” Tex. Transp. Code § 391.066. SignAd does not dispute that it was required
to hold an amended permit before making any adjustments. SignAd does not dispute
that it made the adjustments without an amended permit. Indeed, SignAd
acknowledges that it applied for an amended permit beforehand to make these
changes but that the Department denied the application. SignAd thus violated
Section 21.192(d) because it did not hold an amended permit before it made its
adjustments. Due to this violation, the Department was authorized to revoke the Sign
permit. Id.

SignAd nevertheless argues that the Department should have granted its
amended permit application. But the basis for judicial review of this suit is the
Department’s decision to revoke the Sign permit, not the denial of SignAd’s
application. Id. As both parties acknowledge, the Department’s decision to deny the
amended permit is not subject to judicial review. See KEM Tex., Ltd. v. Tex. Dep’t
of Transp., No. 03-08-00468-CV, 2009 WL 1811102, at *5 (Tex. App.—Austin June
26, 2009, no pet.) (mem. op.) (“[T]he legislature did not provide parties seeking
outdoor advertising permits a right to judicial review of these determinations or of
TxDOT’s ultimate final order denying such permits.”). Accordingly, we hold the
Department’s administrative rules did not authorize SignAd to make the adjustments
at issue and that the Department was within its authority to revoke the Sign permit
on that basis.2

2
Because SignAd’s adjustments without an amended permit were sufficient grounds for
revocation and because the Department’s decision to deny SignAd’s amended permit application

9
We overrule SignAd’s second issue.

III. The 2011 Settlement Agreement Does Not Apply to This Suit.

For its third issue, SignAd argues the terms of the 2011 Settlement Agreement
prohibit the Department from using the Sign’s location in the railroad right of way
as a basis to deny SignAd’s amended permit application or to revoke the Sign permit.
The Department responds that the Agreement has not been violated because it is
inapplicable here. The Department argues that the Agreement is not relevant as to
SignAd’s violation of the rules by making adjustments without an amended permit.
We agree with the Department.

As discussed above, the parties entered into the Agreement in 2011 to settle a
dispute that arose when the Department cancelled the Sign permit due to its position
in a railroad right of way. The dispute had reached SOAH when the Agreement was
entered. In exchange for SignAd making some changes to the Sign, the Department
agreed to “reinstate and honor [the Sign permit] as the current operating permit for
the Sign . . . .” The parties also agreed to a mutual release of liability:

In consideration of the above agreements, the Parties, for themselves,
and all who may now or in the future claim, by, through, or under them,
hereby fully and finally release, acquit and forever discharge each
other, their attorneys, agents, employees, employers, representatives,
insureds, insurers, heirs, executors, administrators, predecessors,
successors, assigns, affiliates, subsidiaries, parent companies and all
other persons, firms, companies or corporations who might in any way
be claimed to be legally responsible or liable, directly or indirectly, to
each other in any manner related to the SOAH Action.
SignAd contends that the Department’s denial of its permit application and later
revocation of the Sign permit are based on the Sign’s location in the railroad right of

is not subject to judicial review, we need not and do not address the parties’ arguments regarding
whether the Department properly denied SignAd’s amended permit application.

10
way and so are related to the SOAH Action. The Department’s actions consequently
violate the mutual release. In support of its position, SignAd cites the Department’s
letter denying SignAd’s amended permit application, which states the application is
being denied because of the Sign’s location within the railroad right of way.

SignAd’s arguments do not succeed for two reasons. First, although the initial
denial was putatively based on the Sign’s location in the right of way, this
justification was not the Department’s final word. After SignAd appealed the denial,
the Department deputy executive director affirmed the Department’s decision but
provided a different basis for denial:

These provisions [in the Agreement] make it clear that regardless of the
right-of-way issues brought up in the Notice of Denial, the sign in
question is a legally permitted, nonconforming sign. As a result, GCD
contacted you via email to provide your client notice that the actual
reason for denial is that an amended permit will not be issued for a
substantial change to a nonconforming sign as described by
§ 21.191(c).
(emphasis added). This later decision, the parties agree, was final and not subject to
judicial review. See 43 Tex. Admin. Code § 21.170(d) (2018), repealed by 49 Tex.
Reg. 6256, 6256 (2024); KEM, 2009 WL 1811102, at *5. The prohibition on
allowing substantial changes to nonconforming signs is a basis for denial that is not
related to the position of the Sign within a railroad right of way. As such, the mutual
release of liability does not apply here.3

Second, the Department’s decision to revoke the Sign permit was not related
to the Sign’s location in the railroad right of way. Rather, it was based on the fact
that SignAd made adjustments to the Sign without a required amended permit.

3
SignAd disputes that its adjustments to the Sign constitute “substantial changes,” but the
Act and the associated regulations do not allow SignAd to appeal whether the Department properly
denied its amended permit application. See supra Part II.

11
SignAd’s adjustments occurred in 2018, several years after the Agreement was
entered in 2011. Because SignAd’s amended permit application was denied and its
Sign permit cancelled for reasons other than the Sign’s location near a railroad right
of way, we hold that the Agreement is inapplicable to this dispute.

We overrule SignAd’s third issue.

IV. SignAd is not Entitled to Recover Its Attorneys’ Fees.

Lastly, for its fourth issue, SignAd argues that it is entitled to attorneys’ fees
under the Agreement because it is a prevailing party to this dispute. The Department
responds that SignAd is not entitled to attorneys’ fees because the Agreement is
inapplicable. We agree with the Department. Because, as established in Part III, the
Agreement is inapplicable to this dispute, SignAd is not entitled to attorneys’ fees
under the Agreement.4

We overrule SignAd’s fourth issue.

CONCLUSION

For the reasons stated above, we affirm the trial court’s judgment.

/s/ April Farris
April Farris
Justice

Before Chief Justice Brister and Justices Field and Farris.

4
As these holdings dispose of the issues of whether the Department breached the
Agreement and whether SignAd is entitled to attorneys’ fees under the Agreement, we need not
reach the Department’s argument that SignAd failed to preserve those issues for appeal.

12
Automated Certificate of eService
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Mary Roch on behalf of Christopher Rothfelder
Bar No. 24084740
maryaroch@yahoo.com
Envelope ID: 108243319
Filing Code Description: Motion for Rehearing
Filing Description: Appellant SignAd, Ltd.'s Motion for Rehearing
Status as of 11/19/2025 3:15 PM CST

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Christopher W.Rothfelder crothfelder@rothfelderfalick.com 11/19/2025 3:06:36 PM SENT

Richard L.Rothfelder rrothfelder@rothfelderfalick.com 11/19/2025 3:06:36 PM SENT

Joshua Longi 24095228 joshua.longi@oag.texas.gov 11/19/2025 3:06:36 PM SENT

Ally Wickliffe ally.wickliffe@oag.texas.gov 11/19/2025 3:06:36 PM SENT

Danielle Blut dblut@rothfelderfalick.com 11/19/2025 3:06:36 PM SENT