SES Oilfield Acquisitions, Inc. v. Bill Benedick

In the
Court of Appeals
Second Appellate District of Texas
at Fort Worth
___________________________
No. 02-25-00179-CV
___________________________

SES OILFIELD ACQUISITIONS, INC., Appellant

V.

BILL BENEDICK, Appellee

On Appeal from the 352nd District Court
Tarrant County, Texas
Trial Court No. 352-348947-23

Before Sudderth, C.J.; Kerr and Walker, JJ.
Memorandum Opinion by Justice Kerr
MEMORANDUM OPINION

In a single issue, Appellant SES Oilfield Acquisitions, Inc. challenges the size of

the $102,964 attorney’s-fees award to Appellee Bill Benedick on his petition to

enforce his shareholder’s rights to examine SES’s corporate records. See Tex. Bus.

Org. Code Ann. § 21.218. Because sufficient evidence supports the fee award and the

trial court thus did not abuse its discretion, we will affirm.

I. Background

Benedick—who had owned roughly 10% of SES’s stock since 2014—was an

SES director and was president and chief executive officer of a related entity until he

was removed from those positions in the fall of 2023. Benedick then sought to

examine SES’s books and records in accordance with Section 21.218 of the Texas

Business Organizations Code.1 Id.

After initially agreeing to a time for such inspection, SES cancelled it on one

day’s notice due to SES’s surmise that Benedick meant to compete within the same

industry. SES acknowledged that based on its change of heart, Benedick might

1
At the time, Section 21.218(b) provided that, “[o]n written demand stating a
proper purpose,” someone holding at least five percent of a corporation’s outstanding
shares may examine and copy the corporation’s “books, records of account, minutes,
share transfer records, and other records, whether in written or other tangible form, if
the record is reasonably related to and appropriate to examine and copy for the
proper purpose.” Act of May 2, 2023, 88th Leg., R.S., ch. 27, § 26, 2023 Tex. Gen.
Laws 40, 46 (amended 2025) (current version at Tex. Bus. Orgs. Code Ann.
§ 21.218(b)).

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“petition the Court requesting an order for access to records and books, in which case

[SES] w[ould] oppose the production.”

Sure enough, Benedick soon filed his petition, in December 2023. SES

responded in early February 2024 that although it had provided “much of the

requested documents,” it “denie[d] that Benedick ha[d] asserted a proper purpose for

such requested documents,” but SES did not timely serve initial disclosures under

Rule 194.2(a). See Tex. R. Civ. P. 194.2(a) (requiring initial disclosures 30 days after an

answer is filed or general appearance entered).

SES also failed to respond to Benedick’s March 2024 document request,

leading to a motion to compel that the trial court granted in late May 2024. After SES

ignored the trial court’s order, Benedick moved for contempt and for sanctions in

June 2024. The day before the scheduled July 11, 2024 hearing, SES served its initial

disclosures and produced certain documents. In its disclosures, SES stated that it had

“initially contested the documents sought, but ha[d] now produced the documents.”

The trial court granted Benedick’s motion for contempt and for sanctions and

assessed sanctions against SES of over $10,000, an amount that represented

Benedick’s reasonable and necessary attorney’s fees incurred in connection with his

contempt and sanctions motion.2

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SES paid the sanctions in full.

3
Some two weeks later, Benedick told SES that he wanted to depose a corporate

representative. SES suggested providing an affidavit describing its document-search

methods instead of going through a deposition, but Benedick preferred a deposition

to “help [him] understand what records were generated by SES and when, so that [he

could] know for certain that no other responsive records [were] missing here.” After

some back and forth between the parties, Benedick noticed a corporate-rep

deposition. SES resisted by moving to quash and for a protective order. After a

September 2024 hearing, the trial court ordered SES to produce a corporate rep for

deposition but limited the proposed topics’ scope. 3

Before the deposition took place on October 8, 2024, SES amended its

response to Benedick’s petition, no longer disputing that Benedick had asserted a

proper purpose for the documents he had requested and asserting that it had already

provided responsive documents. But on the morning of the deposition, SES produced

additional documents that were responsive to Benedick’s March 2024 document

request. Around a week later, SES provided another responsive document—a written

consent of shareholders adopting a restated and amended shareholders agreement.

Then roughly two or three weeks after the deposition, SES sent Benedick updated

3
According to the trial testimony, Benedick’s legal team devoted roughly
thirteen hours of time to preparing the deposition notice, communicating with SES’s
lawyer, responding to SES’s motion to quash, and preparing for and attending the
hearing.

4
ownership information that Benedick asserted at trial was also responsive to his

document request and to the trial court’s May 2024 order on his motion to compel.4

After the parties unsuccessfully mediated in December 2024, the trial court

conducted a bench trial in January 2025. In addition to awarding Benedick his

attorneys’ fees, the final judgment contained a writ of mandamus directing SES to

produce records for inspection and included the trial court’s opinion that SES had

violated Section 21.218 of the Texas Business Organizations Code, triggering its

liability for Benedick’s costs and expenses, including attorneys’ fees, involved in

enforcing his statutory rights. See Tex. Bus. Org. Code Ann. § 21.222.

II. Attorney’s-Fees Evidence; Factual Findings

Net of the sanctions that SES had paid in July 2024, Benedick sought to

recover the entirety of his fees through trial, $102,964, and put into evidence his

lawyers’ detailed billing records. That total included $19,204.50 of paralegal time and

excluded some $11,800 in attorney’s fees incurred before suit was filed. In addition,

Benedick’s lead counsel testified that approximately $10,000 of additional fees either

were not charged or were written off in the exercise of billing judgment and that the

total sought also excluded fees for unrelated services.

4
Testimony at trial was that Benedick’s lawyers spent 17.6 hours preparing for
and taking SES’s deposition and obtaining documents from SES that the trial court
had, in May 2024, ordered produced.

5
SES did not call any witnesses or controvert Benedick’s fee-related evidence. It

argued instead that because it had substantively complied with Benedick’s document

request in July and because Benedick’s fees through that time were only around

$25,000 (of which SES had paid close to $10,500 as sanctions), the fees charged after

July 2024—a time when “this case was essentially over”—were “excessive.”

Disagreeing, the trial court entered judgment awarding Benedick $102,964 for

“reasonable and necessary attorney’s fees through trial,” together with conditional

appellate fees that SES does not challenge. The trial court later entered findings of

fact and conclusions of law discussing the lodestar analysis set forth in Rohrmoos

Venture v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469, 497–502 (Tex. 2019)

(requiring court to (1) determine reasonable number of hours spent on case and

reasonable hourly rate for that work and (2) multiply hours by rate to arrive at base

fee (lodestar) that carries “strong presumption” of reasonableness when supported by

sufficient evidence such as contemporaneous billing records), and the factors

warranting a departure from the lodestar as established in Arthur Andersen & Co. v.

Perry Equip. Corp., 945 S.W.2d 812, 818 (Tex. 1997).

Based on its analysis, the trial court concluded that

• the hourly rates charged were within the range of reasonable rates in the
Tarrant County market for similarly experienced attorneys and paralegals;

• no adjustment of the lodestar was warranted; and

• applying the lodestar and Arthur Andersen factors, “attorney’s fees in the
amount of $102,964.00 were reasonable and necessary in the prosecution of

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Bill Benedick’s claim against SES after subtracting the $10,407.50 already
paid by SES.” 5

III. Reviewing the Attorney’s-Fees Award

Generally, we review an award of attorney’s fees for an abuse of discretion.

Ragsdale v. Progressive Voters League, 801 S.W.2d 880, 881 (Tex. 1990); Challis v. Fiamma

Statler, LP, No. 02-22-00047-CV, 2023 WL 2534470, at *1 (Tex. App.—Fort Worth

Mar. 16, 2023, no pet.) (mem. op.); Asta Partners, LLC v. Palaniswamy,

No. 02-20-00371-CV, 2021 WL 5133888, at *8 (Tex. App.—Fort Worth Nov. 4,

2021, no pet.) (mem. op.). A trial court abuses its discretion if it acts without reference

to any guiding rules or principles or if its ruling is not supported by legally or factually

sufficient evidence. In re State Farm Mut. Auto. Ins. Co., 629 S.W.3d 866, 872 (Tex.

2021) (orig. proceeding); Ford Motor Co. v. Garcia, 363 S.W.3d 573, 578 (Tex. 2012);

Mignogna v. Funimation Prods., LLC, No. 02-19-00394-CV, 2022 WL 3486234, at

*16 (Tex. App.—Fort Worth Aug. 18, 2022, pet. denied) (mem. op.). Although a trial

court must “do more than simply act as a rubber-stamp, accepting carte blanche the

amount appearing on the bill,” McGibney v. Rauhauser, 549 S.W.3d 816, 821 (Tex.

App.—Fort Worth 2018, pet. denied), this “does not mean that a trial court always

Although this latter statement appears within the trial court’s conclusions of
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law, SES suggests—and Benedick concurs—that it is better characterized as a fact
finding. We agree. See Teal Trading & Dev., LP v. Champee Springs Ranches Prop. Owners
Ass’n, 534 S.W.3d 558, 587 (Tex. App.—San Antonio 2017), aff’d, 593 S.W.3d
324 (Tex. 2020) (authorizing reviewing court to recategorize legal conclusions as fact
findings subject to evidentiary-sufficiency standard where appropriate).

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abuses its discretion by awarding the total amount of attorney’s fees requested by a

litigant; rather, the record must contain sufficient evidence that the total amount of

requested fees is reasonable,” McComb v. Leach, No. 02-24-00283-CV,

2025 WL 2005513, at *11 (Tex. App.—Fort Worth July 17, 2025, no pet.) (mem. op.).

And when determining an appropriate award, the trial court may examine the entire

record and view the matter in light of the amount in controversy, the nature of the

case, and his or her personal experience as a lawyer or judge. Mignogna,

2022 WL 3486234, at *17 (citing Iola Barker v. Hurst, 632 S.W.3d 175, 193–94 (Tex.

App.—Houston [1st Dist.] 2021, no pet.)).

Here, SES challenges the reasonableness and necessity of the attorney’s-fees

award. In this context, sufficient evidence underpinning such an award will include

evidence of “(1) particular services performed; (2) who performed those services;

(3) approximately when the services were performed; (4) the reasonable amount of

time required to perform the services; and (5) the reasonable hourly rate for each

person performing such services.” Rohrmoos, 578 S.W.3d at 498.

SES does not contend that the billing records were insufficiently detailed or

that they had been excessively redacted. Cf. McGibney, 549 S.W.3d at 821 (“Some

entries were so heavily redacted that the trial court could not possibly have had

sufficient evidence to determine that the entire amount requested was ‘not excessive

or extreme, but rather moderate or fair.’” (quoting Sullivan v. Abraham, 488 S.W.3d

294, 299 (Tex. 2016))). Nor does SES take issue with the hourly rates shown on the

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bills. It focuses rather on how much work was done after July 2024—excessive,

according to SES—and on the paralegal billings, which it argues did not establish that

the work was of a type traditionally done by an attorney, see Clary Corp. v. Smith,

949 S.W.2d 452, 469 (Tex. App.—Fort Worth 1997, pet. denied) (allowing recovery

for legal-assistant time if legal assistant performed work traditionally within a lawyer’s

purview).

Concerning allegedly excessive legal fees, we recently addressed a similar claim

in McComb, 2025 WL 2005513. As here, McComb (the appellant) “ha[d] not alleged

that [appellee’s] lodestar evidence itself [was] defective or insufficient” and “did not

expressly seek a reduction from the lodestar.” Id. at *9. Instead, McComb argued that

the total hours worked were excessive compared to the (allegedly) relatively simple

legal issues. After we contrasted McComb’s view of the controlling caselaw with

appellee’s counsel’s affidavit testimony explaining the work needed to apply that

caselaw to the facts at hand, we summed up:

Thus, the trial court had before it conflicting evidence regarding whether
the hours-worked component of the lodestar calculation was reasonable
in light of the record as a whole—[appellant’s counsel’s] opinion of the
maximum reasonable hours that [appellee’s firm] should have billed
versus [appellee’s counsel’s] opinion of the total reasonable hours based
on the lodestar evidence, as well as the attorneys’ different assessments
of the case’s complexity. As factfinder, the trial court was entitled to
resolve this conflict in [appellee’s] favor.

Id. at *10.

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Here, the trial court had before it the billing records and exhibits reflecting the

parties’ various communications about document production and heard the testimony

of Benedick’s lead counsel about the work performed through trial—testimony that

was subjected to thorough cross-examination by SES. After considering the entire

record, the trial court found that attorney’s fees through trial of $102,964 were

reasonable and necessary despite SES’s implicitly rejected position that the case was

essentially over in July 2024. “As factfinder, the trial court was entitled to resolve this

conflict”6 in Benedick’s favor. Id.

So in light of the “strong presumption” arising from the billing records that the

base lodestar figure is reasonable, see Rohrmoos, 578 S.W.3d at 502, and the absence of

any countervailing evidence, we cannot say that the trial court abused its discretion

with its attorney’s-fees award to Benedick. See Rohrmoos, 578 S.W.3d at 501 (holding

that “if a fee opponent seeks a reduction [from the base lodestar amount], it bears the

burden of providing specific evidence to overcome the presumptive reasonableness of

the base lodestar figure”); see also Darrigan v. Am. Prospect, Inc., No. 02-24-00061-CV,

2025 WL 2423579, at *18 (Tex. App.—Fort Worth Aug. 21, 2025, no pet.) (mem. op.)

(noting that “no abuse of discretion occurs when the trial court decides based on

conflicting evidence, so long as some substantive and probative evidence supports its

decision”). We overrule that part of SES’s sole issue.

To say that a “conflict” existed might overstate the situation, since SES
6

offered no controverting attorney’s-fees evidence.

10
Concerning the $19,204.50 in paralegal time that was subsumed within the

overall award, an adequate supporting record must show

• the paralegal’s qualifications to perform substantive legal work;

• that the paralegal performed substantive legal work under an attorney’s

direction and supervision;

• the nature of the legal work performed;

• the paralegal’s hourly rate; and

• the number of hours expended by the paralegal.

El Apple I, Ltd. v. Olivas, 370 S.W.3d 757, 763 (Tex. 2012) (contrasting listed factors

with attorneys’ unsupported affidavit statements that “‘[l]egal assistant time was

necessarily expended in the prosecution of [the] case,’” where “no evidence was

offered to describe the tasks their legal assistants performed, who performed these

services, or their qualifications”); All Seasons Window and Door Mfg., Inc. v. Red Dot Corp.,

181 S.W.3d 490, 504 (Tex. App.—Texarkana 2005, no pet.) (reducing fee award

where “there was no evidence concerning the legal assistants other than the hourly

rate and number of hours expended”); Clary Corp., 949 S.W.2d at 469–70 (holding

evidence of legal-assistant fees legally insufficient where attorney “did not explain how

[legal assistant] was qualified to participate in document production, or even that she

was qualified at all”; attorney testified about total amount of legal-assistant fees but

“did not state what [assistant’s] hourly rate was or give the number of hours she

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worked on the case” and “did not submit any billing statements detailing [her] work

expended or the time involved”).

Here, SES argues narrowly that Benedick’s counsel “did not testify as to the

work performed by the paralegals as being work traditionally performed by an

attorney.” Without pointing to where in the billing records we might find specific

dates, timekeepers, or amounts incurred with which it takes issue, SES complains

generally of work on “such tasks as diary entries, preparing notebooks,

communications with the court reporter and videographer, preparing binders,

preparing redactions on documents, labeling documents, going to the Court to test

Court electronic systems, and preparing cover letters,” labeling them—ipse

dixit-style—“certainly not tasks traditionally performed by attorneys.”7

We’re not sure that SES’s assertion is altogether self-evident. Regardless,

Benedick’s counsel testified about each paralegal’s qualifications and hourly billing

rates, explained that he directly oversaw their work, and proved up billing records that

had detailed time entries for every legal professional who worked on the case. Counsel

also testified about reductions to billings for fees for unrelated services, which

included paralegal time, as well as about time not billed.

7
The footnote in SES’s brief appearing at the end of that last phrase cites to
Benedick’s fee statements in their entirety—some 30 pages’ worth—without directing
us to anything in particular.

12
SES did not complain in the trial court that some of the paralegal billings were

for non-attorney-equivalent services. Cf., e.g., Toledo v. KBMT Operating Co., LLC,

581 S.W.3d 324, 333 (Tex. App.—Beaumont 2019, pet. denied) (holding abuse of

discretion where trial court failed to apply lodestar method and noting, “When

[plaintiff–appellant] was before the trial court, she identified many items in the firm’s

invoices that reflected duplicative, excessive, or inadequately documented work. Yet

the trial court failed to reduce or eliminate any of them in its award.”). “[A]lthough we

must review the record to determine whether the award is supported by the evidence,

we are not obligated to conduct a line-by-line assessment to determine whether some

arbitrary combination of disputed time entries happens to reasonably correspond to

the trial court’s award.” Davis v. Crawford, 700 S.W.3d 438, 454 n.10 (Tex. App.—

Eastland 2024, no pet.). Viewing the record as a whole, including Benedick’s counsel’s

testimony about the lodestar and the reasonableness and necessity of the fees sought,

we conclude that the trial court had before it legally and factually sufficient evidence

to support including the paralegals’ billings within the overall attorney’s-fees award

and did not abuse its discretion in that regard. We overrule this remaining aspect of

SES’s issue on appeal.

IV. Conclusion

Having overruled SES’s sole issue, we affirm the trial court’s judgment.

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/s/ Elizabeth Kerr
Elizabeth Kerr
Justice

Delivered: January 15, 2026

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