Clark v. Hastings Equity Partners, LLC

Full title: KELLY CLARK, ALAN SWINDOLL, COURTNEY SWINDOLL AND ALS ASSOCIATES, INC.…

Court: Court of Appeals of Texas, First District

Date published: Jan 20, 2022

651 S.W.3d 359 (Tex. App. 2022)

Opinion

NO. 01-20-00749-CV

01-20-2022

Kelly CLARK, Alan Swindoll, Courtney Swindoll and Als Associates, Inc., Appellants v. HASTINGS EQUITY PARTNERS, LLC, Axios Industrial Group, LLC and A&L Ultimate Holdings, LLC, Appellees

William J. Boyce, Alexander Dubose & Jefferson LLP, 1844 Harvard Street, Houston, Texas 77008, George H. Lugrin IV, Reece Rondon, Neil Giles, Hall Maines Lugrin, P.C., Wililliams Tower, 64 Floor, 2800 Post Oak Boulevard, Houston, Texas 77056-6125, for Appellant. Chris Dove, J. Michael Rose, Evan Blankenau, Locke Lord LLP, 600 Travis St., Ste. 2800, Houston, Texas 77002, for Appellee.

Veronica Rivas-Molloy, Justice

William J. Boyce, Alexander Dubose & Jefferson LLP, 1844 Harvard Street, Houston, Texas 77008, George H. Lugrin IV, Reece Rondon, Neil Giles, Hall Maines Lugrin, P.C., Wililliams Tower, 64^th Floor, 2800 Post Oak Boulevard, Houston, Texas 77056-6125, for Appellant.

Chris Dove, J. Michael Rose, Evan Blankenau, Locke Lord LLP, 600 Travis St., Ste. 2800, Houston, Texas 77002, for Appellee.

Panel consists of Justices Goodman, Hightower, and Rivas-Molloy.

Veronica Rivas-Molloy, Justice

In this accelerated interlocutory appeal, Appellants Kelly Clark, Alan Swindoll, Courtney Swindoll, and ALS Associates, Inc. ("Appellants") appeal the trial court's granting of temporary injunctive relief in favor of Appellees Hastings Equity Partners, LLC, Axios Industrial Group, LLC, and A&L Ultimate Holdings, LLC ("Appellees").¹ In two issues, Appellants challenge the validity of the temporary injunction order and the sufficiency of the $250,000 temporary injunction bond set by the trial court. They argue the trial court's grant of temporary injunctive relief (1) is void because the order does not comply with the mandatory requirements of Texas Rule of Civil Procedure 683, and (2) even if not void, it should be reversed and remanded to the trial court because the order is overbroad, impermissibly vague, and unsupported by the evidence. We hold the temporary injunction order violates Rule 683 and is thus void. We dissolve the injunction and remand the case to the trial court.

1 See Tex. Civ. Prac. & Rem. Code § 51.014(a)(4) (authorizing interlocutory appeal from order granting temporary injunction).

Factual Background

This appeal involves claims stemming from a series of corporate transactions. Alan Swindoll ("Swindoll") owned two companies that provide sandblasting, painting, and related services for petroleum facilities, chemical plants, and other industrial operations: A&L Sandblasting & Painting, Inc. ("Old A&L") and ALS Associates, Inc. ("ALS"). In 2018, Swindoll, Kelly Clark ("Clark"), Courtney Swindoll ("C. Swindoll"), and ALS entered into a Securities Purchase Agreement ("SPA") with Hastings IV Splitter (A&L), LLC ("Splitter") pursuant to which Swindoll sold his interest in Old A&L. Under the SPA, a new entity, A&L Ultimate Holdings, LLC ("A&L Ultimate"), obtained ownership of Old A&L and Splitter obtained control of A&L Ultimate. Splitter obtained 70% of the outstanding equity interest in A&L Ultimate, Swindoll retained 28%, and Clark and C. Swindoll each retained 1%. Swindoll received a cash payment of approximately $16,000,000 as part of the sale and a bonus of $6,400,000. Under the SPA, Swindoll, Clark, C. Swindoll, and ALS agreed to certain non-competition and non-solicitation covenants, with certain noted exceptions and carveouts.

In June 2020, A&L Ultimate merged with Axios Industrial Group, LLC ("Axios"), an industrial services company. According to Appellants, as part of this merger, Splitter "traded its majority stake to become a minority owner" of A&L Ultimate. Appellants contend that after the merger, Splitter and Axios actively worked together and "have forced Clark and Swindoll out of the business entirely." ALS gave notice of early termination under the SPA. It argued that, given Splitter's transfer of its majority interest, ALS's "ability to compete ended," an issue Appellees dispute.

Procedural Background

In September 2020, the parties filed separate suits against each other. Appellants Clark, Swindoll, and ALS sued Hastings Equity Partners, LLC, A&L Ultimate, and Axios seeking declaratory relief involving the enforceability and scope of the restrictive covenants in the SPA. They also asserted claims for civil theft and misappropriation. In turn, Axios, Splitter, and A&L Ultimate filed a separate suit against Swindoll, Clark, C. Swindoll, and ALS for breach of the same restrictive covenants and requesting injunctive relief. The two suits were eventually consolidated.

Appellees Splitter, A&L Ultimate, and Axios filed an application for temporary injunction against Appellants Clark, Swindoll, C. Swindoll, and ALS in the consolidated action. On October 15 and 16, 2020, the trial court conducted a hearing on the application, at which both sides appeared and presented evidence. On October 16, 2020, the trial court issued a temporary injunction order ("October Order") prohibiting Appellants from, among other things:

(i) engaging in any business involving the furnishing of scaffolding, insulation, sandblasting and painting to industrial or commercial customers in Texas and/or Louisiana, except as provided below;

(ii) soliciting or inducing by any means any customer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to enter into or engage in any business

with Respondents or any affiliated entity, except as provided below;

(iii) soliciting or inducing by any means any customer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to cease doing business or cancelling any existing business relationship with any of the Petitioner entities;

(iv) soliciting or inducing by any means any employee or independent contract laborer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to resign or terminate their employment with any of the Petitioner entities or offer employment of any nature to any such individual with or for Respondents or any affiliated entity[.]

The October Order also contains what the parties call a carveout provision. It provides that "[t]he foregoing notwithstanding," Appellants "shall be entitled to provide and they are not restrained from providing" the following:

(i) Civil services of the type currently described on https://alsindustrial.com;

(ii) Mechanical, welding or fabrication services;

(iii) Painting, insulation and sandblasting related to new tanks fabricated and supplied for tank builders, provided that such work or services are done in Respondents’ shop facilities in Rosharon, Texas or inside a tank terminal or facility.

The order also set a $250,000 temporary injunction bond.

Appellants filed an emergency motion seeking to modify the October Order and a motion to stay, along with a proposed temporary injunction order with their requested modifications. Appellants argued Appellees had waived and released the non-compete restrictions in the SPA and therefore, the injunction should be dissolved. They further argued that the October Order was impermissibly vague, restricted conduct not prohibited by any agreement, and granted relief not supported by the evidence.

Appellants asserted that paragraph (iv) of the October Order concerning solicitation of employees prohibited conduct beyond that restricted by the SPA and was not supported by evidence of any purported violation or resulting harm. They also argued that paragraph (ii) of the October Order carveout, allowing Appellants to provide "[m]echanical, welding or fabrication services," was too narrow, vague, and lacked specificity over whether certain important incidental services such as scaffolding were allowed, and further that the carveout in paragraph (iii) allowing "[p]ainting, insulation and sandblasting" was too narrow and contrary to the evidence. Appellants also asked the trial court to increase the bond amount from $250,000 to $1,250,000.

In response to Appellants’ motion, the trial court issued an "Order" on November 2, 2020 ("November Order") that "clarified and "amended" certain provisions in the October Order. The trial court did not sign the proposed order submitted by Appellants in support of their motion for modification. Instead, the trial court drafted its own order, making substantive changes to the scope of the restrictions in the October Order. The November Order states in its entirety:

ORDER

On November 2, 2020, the Court considered Plaintiff's Emergency Motion to Modify Temporary Injunction and Motion to Stay , filed October 23, 2020, together with Plaintiff's Supplement to Their Emergency Motion to Modify Temporary Injunction and Motion to Stay, and Objection to Temporary Injunction Bond , filed October 29, 2020. Defendants filed their original response in opposition on October 26, 2020.

In consideration of the matters raised by Alan Swindoll, Courtney Swindoll, Kelly Clark, and ALS Associates, LLC in the present motions, the response thereto, and the evidence presented on October 15 and 16, 2020, the Temporary Injunction signed herein on October 16, 2020, is clarified and amended as follows.

The injunction expressed in sub-paragraph (iv), at page two, is clarified and amended to allow ALS Associates LLC to hire and/or to solicit for hiring any former employee or contractor of Axios Industrial Group, LLC, A&L Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and/or Streamline Services, LLC (a) after the expiration of 90 days following said person's permanent termination from employment or contract relationship at the instance of Axios Industrial Group, LLC, A&L Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and/or Streamline Services, LLC; or, (b) after 180 days following the resignation or termination of the relationship of such employee or contractor of such relationship at his/her or its initiation.

Sub-paragraph (ii) under the paragraph beginning "The foregoing notwithstanding" on page 2 of the Temporary Injunction is amended to clarify that the permitted performance of "mechanical, welding or fabrication services" includes such additional functions as routinely and necessarily accompany the provision of such services in common practice in the industry. Such additional functions include the provision and use of necessary tools, equipment and materials, so long as same are provided and used directly in association with "mechanical, welding or fabrication services.

It is further Ordered that the request of Alan Swindoll, Courtney Swindoll, Kelly Clark and ALS Associates, LLC for modification of the injunction bond is denied, as the evidence presented to support a greater bond was not sufficiently definite to support a greater amount.

It is further Ordered that the request of Alan Swindoll, Courtney Swindoll, Kelly Clark and ALS Associates, LLC to stay enforcement of the Temporary Injunction pending appeal is denied.

This interlocutory appeal ensued.²

2 Appellants filed a notice of appeal from the October Order on October 29, 2020. After the court issued its order on November 2, 2020, Appellants filed an unopposed motion asking this Court to review the November Order pursuant to Texas Rule of Appellate Procedure 29.6, and also filed a separate notice of appeal in connection with the November Order, which was assigned to this Court under the same appellate cause number.

Validity of the Temporary Injunction

In their first issue, Appellants argue that the November Order replaced the October Order as the operative temporary injunction order and because the November Order violates the mandatory requirements of Texas Rule of Civil Procedure 683, the order is void. Appellees contend that because the November Order merely clarified and amended the October Order, the two orders should be construed together as one document, and together, the two orders satisfy the procedural requirements of Rule 683.

A. Standard of Review and Applicable Law

The purpose of a temporary injunction is to preserve the status quo of the litigation's subject matter pending trial on the merits. Butnaru v. Ford Motor Co. , 84 S.W.3d 198, 204 (Tex. 2002). Temporary injunctions are an extraordinary remedy and do not issue as a matter of right. Id. (citing Walling v. Metcalfe , 863 S.W.2d 56, 57 (Tex. 1993) (per curiam) ). To obtain a temporary injunction, an applicant need not establish that it will prevail upon a final trial on the merits, but it must plead and prove that it (1) has a cause of action against the opposing party; (2) has a probable right on final trial to the relief sought; and (3) faces probable, imminent, and irreparable injury in the interim. Butnaru , 84 S.W.3d at 204 ; Hoist Liftruck Mfg., Inc. v. Carruth–Doggett, Inc. , 485 S.W.3d 120, 122 (Tex. App.—Houston [14th Dist.] 2016, no pet.)

Although the decision whether to grant or deny a request for a temporary injunction is committed to the sound discretion of the trial court, once the court decides to grant injunctive relief, the order itself must, among other things, state the reasons for its issuance and set the cause for trial on the merits. See TEX. R. CIV. P. 683 ; Conlin v. Haun , 419 S.W.3d 682, 685–86 (Tex. App.—Houston [1st Dist.] 2013, no pet.) (citing TEX. R. CIV. P. 683 ). Rule 683, which governs the form and scope of injunctions and temporary restraining orders, also requires that a temporary injunction order specifically set forth the reasons the trial court believes irreparable injury will result absent an injunction preserving the status quo pending a trial on the merits and it must "describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained." TEX. R. CIV. P. 683. These requirements are mandatory and an order that violates Rule 683 "is subject to being declared void and dissolved."³ Qwest Commc'ns Corp. v. AT & T Corp. , 24 S.W.3d 334, 337 (Tex. 2000) ; see also Hoist Liftruck Mfg. , 485 S.W.3d at 122–23 ; Conlin , 419 S.W.3d at 686.

3 Texas Rule of Civil Procedure 683 states:

Every order granting an injunction and every restraining order shall set forth the reasons for its issuance; shall be specific in terms; shall describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained; and is binding only upon the parties to the action, their officers, agents, servants, employees, and attorneys, and upon those persons in active concert or participation with them who receive actual notice of the order by personal service or otherwise.

Every order granting a temporary injunction shall include an order setting the cause for trial on the merits with respect to the ultimate relief sought. The appeal of a temporary injunction shall constitute no cause for delay of the trial.

Tex. R. Civ. P. 683.

B. Analysis

As an initial matter, we must first determine whether, as Appellants contend, the November Order superseded the October Order or whether, as Appellees claim, the October and November Orders should be read together as a single injunction subject to our review.

1. Identifying the Temporary Injunction Order Appellants argue that the November Order superseded the October Order, and therefore, we must look solely to the November Order in conducting our Rule 683 analysis. Appellees respond that because the November Order merely amended and clarified the October Order, the two orders comprise the trial court's "injunction order" and we can treat the two as one for purposes of our Rule 683 analysis.

Relying on our decision in Ahmed v. Shimi Ventures, L.P. , 99 S.W.3d 682 (Tex. App.—Houston [1st Dist.] 2003, no pet.), Appellants argue that an order that modifies a temporary injunction replaces the original temporary injunction order. See id. at 689 ; see also McDowell v. McDowell , No. 02-16-00038-CV, 2016 WL 4141029, at *1 (Tex. App.—Fort Worth Aug. 4, 2016, no pet.) (mem. op.) ("An amended or modified temporary injunction supersedes and implicitly vacates a prior temporary injunction."). But we did not hold in Ahmed , like Appellants contend, that a modified temporary injunction order always supersedes an earlier order. Rather, we held that because the second order in that case was a "complete temporary injunction in itself," it had superseded the first order. Ahmed , 99 S.W.3d at 687. In Ahmed , the trial court issued a temporary injunction enjoining Ahmed's activities in connection with certain commission proceeds. The plaintiffs moved to modify the injunction the following month arguing Ahmed had not complied with the injunction requirements. The trial court issued a modified temporary injunction order, "which was substantively similar to the first order." Id. Unlike the November Order here, the second order in Ahmed not only made substantive changes to the first order, it also fully restated the first temporary injunction order, and thus it was evident the second order superseded the first. As we explained, "other than adding a provision applicable to insurers, reducing [the plaintiffs’] bond, and changing some compliance dates, the modified order was identical to the first" and was thus a "complete temporary injunction in itself concerning the same subject matter." Id. "The modified order thus implicitly superseded the earlier order." Id. at 687–88. In that respect, the November Order here is unlike the second order in Ahmed .

Appellants also rely on McDowell v. McDowell , No. 02-16-00038-CV, 2016 WL 4141029 (Tex. App.—Fort Worth Aug. 4, 2016, no pet.) (mem. op.). There, the trial court signed a January 2016 temporary injunction enjoining the McDowells from engaging in certain financial acts. While that order was on appeal, the trial court signed a "Modified Temporary Injunction" in May 2016 that recited that the "January 22, 2016 Temporary Injunction [was] modified." Id. at *1. The trial court issued a third order in June 2016, which vacated the May 2016 modified injunction. Id. The appellants argued that even though the trial court had vacated the modified order, the court had jurisdiction over their appeal because the original injunction "remained[ed] in place." Id. (alteration in original). Rejecting their argument, the court of appeals held that "neither the original temporary injunction, which was implicitly vacated, nor the modified temporary injunction, which the trial court explicitly vacated, may serve as live, appealable orders" and it dismissed the appeal as moot.⁴ Id. at *2. McDowell presents a unique fact pattern and little information concerning the content of the subsequent orders and we do not consider it particularly instructive.

4 The court of appeals relied on Ahmed , noting that "[a]n amended or modified temporary injunction supersedes and implicitly vacates a prior temporary injunction." McDowell v. McDowell , No. 02-16-00038-CV, 2016 WL 4141029, at *1 (Tex. App.—Fort Worth Aug. 4, 2016, no pet.) (mem. op.).

We do, however, consider the opinion in Propst v. Propst , No. 13-18-00291-CV, 2019 WL 5609964 (Tex. App.—Corpus Christi Oct. 31, 2019, no pet.) (mem. op.), upon which Appellants rely, instructive. In Propst , the trial court issued a temporary injunction order in 2016, which the parties did not appeal. Id. at *2. After the enjoined party moved to dissolve or modify the temporary injunction, the trial court issued a second order in 2018 containing multiple revisions to the 2016 order. Id. The enjoined party appealed the 2018 order, arguing, among other things, that the 2018 order omitted mandatory information required by Rule 683, and further that the order's written reference to the October 2016 order could not cure any deficiencies because it ran afoul of Rule 683. See id. at *4–5 ; TEX. R. CIV. P. 683 (requiring temporary injunction order to "describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained").

In addressing whether it had appellate jurisdiction over the 2018 order, the Propst court observed that "a subsequent temporary injunction order which simply extends the initial temporary injunction is not an appealable interlocutory order." Id. at *2 (citing TEX. CIV. PRAC. & REM. CODE § 51.014(a)(4) ) (authorizing interlocutory appeal from order that "grants or refuses a temporary injunction or grants or overrules a motion to dissolve a temporary injunction as provided by Chapter 65"). "A subsequently issued temporary injunction order is an extension of the first order if it (1) seeks only to extend the duration of the injunction, and (2) no substantive changes were made." Propst , 2019 WL 5609964, at *2 (citing TEX. CIV. PRAC. & REM. CODE § 51.014(a)(4) ); see also In re Graybar Elec. Co., Inc. , No. 13-08-00073-CV, 2008 WL 3970865, at *13 (Tex. App.—Corpus Christi–Edinburg Aug. 26, 2008, no pet.) (mem. op.) (holding that where extension order made no substantive modification to original temporary injunction, second order fell "outside the ambit of section 51.014(a)(4) of the civil practice and remedies code"). Finding that the second order did not merely extend the initial temporary injunction, but modified the first order in substantive ways, the Propst court held that the 2018 order had started new appellate timetables allowing the appellate court to review the 2018 order.⁵ Propst , 2019 WL 5609964, at *3. The court found it significant that the second order had made substantive changes to the first, and in that respect, the second order was not merely a continuation of the first order, but a separate standalone order that the court had jurisdiction to review. Id. at *2 ("Therefore, we only have jurisdiction to review the appeal if we conclude that changes to the June 2018 order were substantive.").

5 Although there was a dispute as to whether the October 2016 order expired by its own prescribed terms when the case did not proceed to trial on May 1, 2017 (the stated trial date of the first order), that issue was not outcome dispositive. Propst v. Propst , No. 13-18-00291-CV, 2019 WL 5609964, at *2 (Tex. App.—Corpus Christi Oct. 31, 2019, no pet.) (mem. op.).

The court of appeals then addressed whether the 2018 order complied with Rule 683. In conducting its Rule 683 analysis, the court of appeals limited its analysis to the four corners of the second order.⁶ The court noted that "[a] subsequent order which only superficially states that material facts from a previous temporary injunction order have been incorporated, although the subsequent order has been substantially changed, does not comply with the specificity requirement of [R]ule 683." Id. at *5 (citing TEX. R. CIV. P. 683 ).

6 Citing Ahmed , the court implicitly found that the modified temporary injunction had replaced the original order. See Propst , 2019 WL 5609964, at *5 (citing Ahmed , 99 S.W.3d at 689 ).

The Fourteenth Court of Appeals’ opinion in Arrechea v. Plantowsky , 705 S.W.2d 186 (Tex. App.—Houston [14th Dist.] 1985, no writ) is also instructive. There, the trial court issued a temporary injunction against Arrechea in 1982, requiring, among other things, her continued payment of rent for certain premises. Id. at 188. The plaintiff, Plantowsky, moved to modify the temporary injunction in 1985, seeking compliance with the original injunction. Id. The trial court granted the order, requiring the defendants, including Arrechea, to vacate the premises. Id. The defendants appealed the 1985 order, arguing it was void for failure to comply with Rule 683. The court of appeals agreed that the order was void, because, unlike the original order, the 1985 order did not recite the reasons why the court had issued the injunction. Id. at 189. The court noted that, "[a]lthough the [1982] order for the temporary injunction did meet [ Rule 683 ’s] requirements, the [1985] order modifying the temporary injunction does not contain specific findings supporting its issuance. Contrary to [Plantowsky's] assertion, the modified order cannot be read in conjunction with the original order to supply the necessary facts." Id.

The November Order here states: "In consideration of the matters raised by Alan Swindoll, Courtney Swindoll, Kelly Clark, and ALS Associates, LLC in the present motions, the response thereto, and the evidence presented on October 15 and 16, 2020, the Temporary Injunction signed herein on October 16, 2020, is clarified and amended as follows." Thus, on its face, the November Order purports to clarify and amend the October Order. Whether the November Order can be characterized as "clarifying," "amending," "modifying," or "editing" the October Order, however, the result is the same: the November Order altered the October Order in substantive ways.

Appellees recite at various points in their brief that the November Order left the October Order "intact" and that the November Order merely "edits" the prior order. But that is not the case. The trial court issued the November Order in response to Appellants’ motion for modification. The trial court did not merely clarify the original order; it granted Appellants’ requested relief in part altering both the nature and scope of the restricted activity–the essence of the injunction. The November Order changed Appellants’ restrictions for solicitation of employees and the scope of restricted activity for certain "mechanical, welding or fabrication services," a key issue of contention for the parties. The November Order provides that

The injunction expressed in sub-paragraph (iv), at page two, is clarified and amended to allow ALS Associates LLC⁷ to hire and/or to solicit for hiring any former employee or contractor of Axios Industrial Group, LLC, A&L Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and/or Streamline Services, LLC (a)

7 We note that while the November Order changed the scope of restricted activity under paragraph (iv) for ALS Associates LLC, the October Order enjoined not only ALS Associates, LLC under paragraph (iv), but also "Alan Swindoll, Courtney Swindoll, [and] Kelly Clark." The November Order does not clarify whether the restriction under paragraph (iv) of the October Order remain in place for those parties.

after the expiration of 90 days following said person's permanent termination from employment or contract relationship at the instance of Axios Industrial Group, LLC, A&L Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and/or Streamline Services, LLC; or, (b) after 180 days following the resignation or termination of the relationship of such employee or contractor of such relationship at his/her or its initiation.

Sub-paragraph (ii) under the paragraph beginning "The foregoing notwithstanding" on page 2 of the Temporary Injunction is amended to clarify that the permitted performance of "mechanical, welding or fabrication services" includes such additional functions as routinely and necessarily accompany the provision of such services in common practice in the industry. Such additional functions include the provision and use of necessary tools, equipment and materials, so long as same are provided and used directly in association with "mechanical, welding or fabrication services.

Given the substantive nature of these changes, in accord with Propst and Arrechea , we conclude that the November Order is the operative order for purposes of our Rule 683 analysis.

2. Compliance with Rule 683

Rule 683 governs the form and scope of injunctions and temporary restraining orders. TEX. R. CIV. P. 683. Pursuant to Rule 683, a temporary injunction order must state the reasons for its issuance. Id. The order must also set forth the reasons the trial court believes irreparable injury will result if an injunction preserving the status quo pending a trial on the merits is not granted. Id. And the temporary injunction order must "describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained." Id. These requirements are mandatory and an order that does not comply with Rule 683 "is subject to being declared void and dissolved." Qwest Commc'ns Corp. , 24 S.W.3d at 337.

The November Order, standing alone, does not contain a trial setting or specifically state the reasons for its issuance. It also fails to include the reasons the trial court believes irreparable injury will result absent the granting of the injunction. These undisputed deficiencies render the order fatally defective and void.⁸ See Conlin , 419 S.W.3d at 687 (holding agreed temporary injunction order was void because it did not set case for trial as required by Rule 683 ); see also Hoist Liftruck Mfg. , 485 S.W.3d at 123 (holding temporary injunction order that did not state reason for its issuance or address why irreparable injury would result absent injunction was void because it did not comply with Rule 683 ); In re Corcoran , 343 S.W.3d 268, 269 (Tex. App.—Houston [14th Dist.] 2011, orig. proceeding) (holding failure to contain trial date voided order).⁹

8 Appellees do not dispute that the November Order fails to comply with Rule 683. Instead, they argue that Appellants are estopped from complaining about the November Order's failure to comply with Rule 683 because Appellants moved to modify the October Order, not Appellees. We disagree. Because an order that violates the mandatory requirements of Rule 683 is void, a party cannot waive compliance by consent or be estopped from challenging the order's failure to comply with these requirements. See Qwest Commc'ns Corp. v. AT & T Corp. , 24 S.W.3d 334, 337 (Tex. 2000) (stating "procedural requirements [of Rule 683 ] are mandatory, and an order granting a temporary injunction that does not meet them is subject to being declared void and dissolved"); see also, e.g., Conlin v. Haun , 419 S.W.3d 682, 687 (Tex. App.—Houston [1st Dist.] 2013, no pet.) (rejecting argument that party was estopped from complaining about agreed temporary injunction's failure to comply with mandatory requirements of Rule 683 ); Indep. Capital Mgmt., L.L.C. v. Collins , 261 S.W.3d 792, 795 n.1 (Tex. App.—Dallas 2008, no pet.) ("Because a temporary injunction that fails to comply with rule 683 is void, a party cannot waive the error in the order by agreeing to the form of the order, as the parties did in this case, or to the substance of the order."). Indeed, even where a party does not raise the issue, courts may sua sponte declare a temporary injunction order void if it does not comply with Rule 683. See City of Sherman v. Eiras , 157 S.W.3d 931, 931 (Tex. App.—Dallas 2005, no pet.) ("An appellate court can declare a temporary injunction void even if the issue has not been raised by the parties.").

9 The concurring opinion suggests there is disagreement among our sister courts over whether failure to comply with the requirements of Rule 683 renders an order void or merely voidable. While there is a split of authority among our sister courts involving Rule 683, it concerns only whether a party must preserve error on a complaint that a temporary injunction order fails to comply with Rule 683—an issue not present here. See Hoist Liftruck Mfg., Inc. v. Carruth–Doggett, Inc. , 485 S.W.3d 120, 124–25 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (Frost, C.J., concurring) (compiling cases illustrating split of authority among courts of appeals on issue of whether party must preserve error on complaint that temporary injunction order fails to comply with Rule 683 ). The Texas Supreme Court and all Texas intermediate courts of appeals have held unanimously that a temporary injunction that violates Rule 683 is void. See e.g., In re Luther , 620 S.W.3d 715, 723–24 (Tex. 2021) (stating that "strict compliance with Rule 683" is required and holding temporary restraining order that did not strictly comply with Rule 683 ’s specificity requirement was "void"); see also Conlin , 419 S.W.3d at 686–87. Indeed, even intermediate courts of appeals that require preservation acknowledge that an injunction order that does not strictly comply with Rule 683 is void. See generally Hegar v. Zertuche Constr., LLC , No. 03-19-00238-CV, 2021 WL 219302, at *3 (Tex. App.—Austin Jan. 22, 2021, no pet.) (mem. op.) (holding injunction order that did not set cause for trial on merits as required by Rule 683 was void); Tex. Tech Univ. v. Finley , 223 S.W.3d 510, 515 (Tex. App.—Amarillo 2006, no pet.) (holding order that functioned as injunction was void because it did not set cause for trial on merits as required by Rule 683 ).

Appellees contend that nonetheless, the November Order satisfies the requirements of Rule 683 because injunction orders "need not be limited to a single document personally written by the judge on a single occasion" and thus we can also consider the October Order in our analysis. They cite to cases where documents were attached to the issued injunction. Appellees are correct that Rule 683 is not violated when referenced documents are attached to the injunction and their terms incorporated into the injunction, but that is because, as courts repeatedly have explained, in those cases, the attachments become part of the injunction itself. See Layton v. Ball , 396 S.W.3d 747, 753 (Tex. App.—Tyler 2013, no pet.) (" Rule 683 is not violated when documents are attached to the injunction and referred to it as part of the injunction, because the attachments become part of the injunction itself."); Tex. Pet Foods, Inc. v. State , 529 S.W.2d 820, 829 (Tex. Civ. App.—Waco 1975, writ ref'd n.r.e.) ("The order incorporates the statutes which are attached to it and are a part of it. The attachments are part of the order. The order is complete within itself. Rule 683 is not violated."); see also Parham Family Ltd. P'ship v. Morgan , 434 S.W.3d 774, 789 (Tex. App.—Houston [14th Dist.] 2014, no pet.) ("The order at issue here does not simply refer to another document; rather, it attaches the deed as an exhibit to the temporary injunction."). That is not the case here. Although the November Order references the October Order, unlike in Parham Family Limited Partnership, Layton , and Texas Pet Foods , upon which Appellees rely, the October Order is not attached to the subsequent order nor are its terms incorporated by reference. See Parham Family Ltd. P'ship , 434 S.W.3d at 789 (document attached as exhibit to order); Layton , 396 S.W.3d at 753 (document attached as exhibit to order); Tex. Pet Foods, Inc. , 529 S.W.2d at 829 (statute attached to order).

Appellees argue this matters little because Appellants "possessed both documents." But this misses the point. The purpose of Rule 683 is to ensure that an enjoined party is given adequate notice in the order itself, and not by reference to other documents, "of the acts they are enjoined from doing." TEX. R. CIV. P. 683. This is an express mandatory requirement and we are not at liberty to ignore it. Qwest Commc'ns Corp. , 24 S.W.3d at 337 (describing requirements of Rule 683 as "mandatory"). That counsel or parties to the case may have constructive notice of the trial court's orders or relevant documents is irrelevant. Injunctions, like the ones in this case, frequently restrain the conduct of more than just the named parties to the suit. For that reason, Rule 683 provides that an injunction "is binding only upon the parties to the action, their officers, agents, servants, employees, and attorneys, and upon those persons in active concert or participation with them who receive actual notice of the order by personal service or otherwise." TEX. R. CIV. PROC. 683 (emphasis added). The purpose of Rule 683 is to ensure the order itself notifies all restrained parties "unambiguously and with a reasonable degree of specificity, of the conduct to be restrained." In re Luther , 620 S.W.3d 715, 723 (Tex. 2021). Restrained parties should be able to pick up a temporary injunction order, read it, understand it, and not have to guess about what they are prohibited from doing upon threat of contempt. See generally TMRJ Holdings, Inc. v. Inhance Techs., LLC , 540 S.W.3d 202, 213 (Tex. App.—Houston [1st Dist.] 2018, no pet.) ("Requiring that an enjoined party search for evidence to understand what conduct is enjoined undermines the purposes of an injunction, which are to remedy specific harm and to provide notice of the prohibited conduct.").

Appellees also argue that the October and November Orders should be read together and treated as one injunction because the trial court intended for both orders to be read together. Appellants have directed us to cases rejecting this approach. See Propst , 2019 WL 5609964, at *5 ; Arrechea , 705 S.W.2d at 189 ("[T]he modified order cannot be read in conjunction with the original order to supply the necessary facts."); see also Cooper Valves, LLC v. ValvTechs., Inc. , 531 S.W.3d 254, 266 (Tex. App.—Houston [14th Dist.] 2017, no pet.) (holding injunction that prohibited disclosure of "confidential and trade secret information" by referencing two-page list of information was "impermissibly vague, fail[ed] to provide adequate notice to appellants of the acts they are restrained from doing in terms not subject to reasonable disagreement, and therefore violate[d] Rule 683 ’s specificity requirement"). Conversely, Appellees have not cited a case in which a court approved the reading of two separate injunction orders issued on different dates as one for purposes of a Rule 683 analysis.¹⁰ Given the mandatory nature of Rule 683, including its express prohibition against referring to other documents for purposes of describing the acts sought to be restrained, we are not inclined to make an exception here.

10 Although the issue is not dispositive, we note that while the November Order mentions the October Order ("the Temporary Injunction signed herein on October 16, 2020, is clarified and amended as follows"), it does not incorporate by reference either the October Order or any of its terms.

Appellees’ arguments concerning the trial court's subjective intent are likewise misplaced because the trial court's intentions are not relevant in analyzing whether an injunction satisfies the requirements of Rule 683. Indeed, even when parties agree to the language and entry of an injunction order, the order's failure to comply with Rule 683 will render the order void. That is because parties cannot waive the mandatory requirements of Rule 683 by consent. See In re Garza , 126 S.W.3d 268, 271 (Tex. App.—San Antonio 2003, orig. proceeding) (holding that "a party who agrees to a void order has agreed to nothing" and finding parties’ agreed injunction void for failure to comply with Rule 683 ). Thus, regardless of intentions, Rule 683 requires a trial court to fashion a temporary injunction order that complies with its requirements. See Qwest Commc'ns Corp. , 24 S.W.3d at 337 ; see State v. Cook United, Inc. , 464 S.W.2d 105, 107 (Tex. 1971) (Calvert, J., concurring) ("The requirement in Rule 683 that the reasons for issuing an injunction be stated in the order could hardly be couched in stronger language. It is mandatory.").¹¹

11 See In re Chaumette , 456 S.W.3d 299, 306 (Tex. App.—Houston [1st Dist.] 2014, orig. proceeding) (holding temporary injunction order void because it did not comply with Rule 683 ’s requirements); Conlin v. Haun , 419 S.W.3d 682, 687 (Tex. App.—Houston [1st Dist.] 2013, no pet.) (same); see also Dodd v. Evergreen Nat'l Constr., LLC , No. 01-16-00974-CV, 2017 WL 2645041, at *3 (Tex. App.—Houston [1st Dist.] June 20, 2017, no pet.) (mem. op.) (same); Harris v. Taylor , No. 01-15-00925-CV, 2016 WL 4055688, at *6 (Tex. App.—Houston [1st Dist.] July 28, 2016, no pet.) (mem. op.) (same); Tatum v. Wells Fargo Home Mortgage, Inc. , No. 01-13-00855-CV, 2014 WL 7474074, at *12 (Tex. App.—Houston [1st Dist.] Dec. 30, 2014, no pet.) (mem. op.) (same); Lasser v. Amistco Separation Prods., Inc. , No. 01-13-00690-CV, 2014 WL 527539, at *6–7 (Tex. App.—Houston [1st Dist.] Feb. 6, 2014, no pet.) (same).

Appellees’ reliance on Price Construction, Inc. v. Castillo , 147 S.W.3d 431 (Tex. App.—San Antonio 2004, no pet.) is misplaced. Price Construction addresses changes or modifications made to final judgments. Id. at 440–41. Unlike temporary injunctions, final judgments are not subject to the mandatory requirements of Rule 683 and they are governed by different procedural rules and requirements. See TEX. R. CIV. P. 301 (governing judgments); see also generally Price Constr. , 147 S.W.3d at 441 ("Any change in a judgment made during the trial court's plenary power is treated as a modified or reformed judgment that implicitly vacates and supersedes the prior judgment, unless the record indicates a contrary intent.").¹²

12 Rather than focusing on the mandatory provisions of Rule 683, Appellees and our concurring colleague invite us to focus on common law and procedural rules governing final judgments. Because Rule 683 addresses specifically the requirements necessary for injunctive orders, and the Texas Supreme Court has spoken clearly on the mandatory nature of this rule, we decline the invitation.

Furthermore, even if we were to read the October and November Orders together, as Appellees argue, the resulting injunction would still be void. To comply with Rule 683, a trial court must set out in the temporary injunction order the reasons the court finds it proper to issue the injunction, including the reasons the applicant will suffer irreparable harm if the injunction does not issue. TEX. R. CIV. P. 683. It is not enough simply to recite that irreparable harm will ensue; the trial court must explain the reasons why such injury will result. Cook United , 464 S.W.2d at 106 ; see also City of Corpus Christi v. Friends of the Coliseum , 311 S.W.3d 706, 708 (Tex. App.—Corpus Christi 2010, no pet.) ("When a temporary injunction is based in part on a showing that the applicant would suffer irreparable harm if the injunction is not issued, Rule 683 requires the order to state precisely why the applicant would suffer irreparable harm.").

The October Order states, "The Respondents have violated certain covenants contained in the said Securities Purchase Agreement and will, if not restrained, likely engage in conduct that will cause Petitioners to suffer immediate and irreparable injury, loss or damage; and ... the threatened damage to Petitioners is impossible to accurately and fully assess." This conclusory explanation as to why Appellees will suffer irreparable harm does not satisfy Rule 683. See El Tacaso, Inc. v. Jireh Star, Inc. , 356 S.W.3d 740, 744–45 (Tex. App.—Dallas 2011, no pet.) ("The trial court's temporary injunction order simply recites the conclusory statement that Jireh Star has shown that it will suffer an irreparable injury for which it has no other adequate legal remedy. That conclusory statement does not satisfy the rule 683 requirement that a temporary injunction order specify the reasons why the applicant will suffer irreparable harm for which there is no adequate remedy at law."); City of Corpus Christi , 311 S.W.3d at 710 (holding order stating, "the demolition of said Memorial Coliseum will cause immediate and irreparable harm to Friends," violated the specificity requirements of Rule 683 and was therefore, "void and of no effect"); see also In re Chaumette , 456 S.W.3d 299, 305 (Tex. App.—Houston [1st Dist.] 2014, orig. proceeding) (holding order with statement, "The Court finds ... Plaintiff will suffer irreparable injury for which he has no legal remedy if this injunction is not granted," violates specificity requirements of Rule 683 and is void); SISU Energy, LLC v. Hartman , No. 02-19-00436-CV, 2020 WL 4006725, at *15 (Tex. App.—Fort Worth July 16, 2020, no pet.) (mem. op.) (holding order enjoining party from, among other things, contacting or soliciting applicants’ customers and hiring or soliciting applicants’ employees was void because it failed "to specify any immediate, irreparable injury for which [the applicants] have no adequate remedy at law"). The November Order, which does not address the issue of irreparable harm, does not cure this deficiency. Thus, even if we considered the October and November Orders together, we would still dissolve the injunction. See Qwest Commc'ns Corp. , 24 S.W.3d at 337 (stating Rule 683 ’s requirements are mandatory and order that does not comply with these requirements "is subject to being declared void and dissolved"); see also El Tacaso, Inc. , 356 S.W.3d at 746–47.

We conclude that the November Order is the operative order before the Court. Focusing on the four corners of the November Order, as we must, we hold that the order fails to comply with the requirements of Rule 683. The order is thus void.¹³

13 Because of our disposition, it is not necessary to address Appellants’ remaining issues. See Tex. R. App. P. 47.1.

Conclusion

We declare that the November temporary injunction order is void, we dissolve the injunction, and we remand the case to the trial court for further proceedings.¹⁴ We dismiss any pending motions as moot.

14 This dissolution is without prejudice as to future relief the parties may seek.

J. Goodman, concurring.

CONCURRING OPINION

Gordon Goodman, Justice Two orders are before us: the trial court's order imposing a temporary injunction and its subsequent order modifying the scope of the injunction in part. The majority holds that the temporary injunction is void, reasoning that the trial court's second order supersedes the first one and that the second order does not satisfy the requirements of Rule 683 of the Texas Rules of Civil Procedure. In the alternative, the majority holds that even if the second order does not supersede the first one, the two orders combined do not satisfy Rule 683 ’s requirements.

Because the majority's alternative holding is correct, I concur in the court's judgment. But the majority errs in its primary holding. The trial court's second order, which merely modifies the scope of the temporary injunction in part, does not supersede the first order in its entirety. Blackletter law requires that we read the two orders together and harmonize them to give both effect. The majority's contrary conclusion is neither compatible with the text of the two orders nor compelled by Rule 683 or precedent. Thus, I respectfully do not join the majority's opinion.

BACKGROUND

In October 2020, the trial court entered an order in which it temporarily enjoined the appellants from doing any of the following pending trial:

(i) engaging in any business involving the furnishing of scaffolding, insulation, sandblasting and painting to industrial or commercial customers in Texas and/or Louisiana, except as provided below;

(ii) soliciting or inducing by any means any customer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to enter into or engage in any business with Respondents or any affiliated entity, except as provided below;

(iii) soliciting or inducing by any means any customer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to cease doing business or cancelling any existing business relationship with any of the Petitioner entities;

(iv) soliciting or inducing by any means any employee or independent contract laborer of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC to resign or terminate their employment with any of the Petitioner entities or offer employment of any nature to any such individual with or for Respondents or any affiliated entity;

(v) destroying, removing, erasing, deleting, altering or disposing by any means or methods any documents, records, electronic mail, data, files, social media, text messages, voice mail, or other information or property relating in any way to the claims or allegations made in the pending suits filed under the above cause number; and

(vi) using, accessing, copying, divulging, disclosing or communicating to any person, firm or entity any "Confidential Information" defined

in the Securities Purchase Agreement for any reason or purpose.

"The forgoing notwithstanding," in its October 2020 order, the trial court identified three services that the appellants could continue providing:

(i) Civil services of the type currently described on https://alsindustrial.com

(ii) Mechanical, welding or fabrication services; [and]

(iii) Painting, insulation and sandblasting related to new tanks fabricated and supplied for tank builders, provided that such work or services are done in Respondents’ shop facilities in Rosharon, Texas or inside a tank terminal or facility.

In November 2020, at the appellants’ request, the trial court entered a second order that modified the temporary injunction to the following extent:

The injunction expressed in sub-paragraph (iv), at page two, is clarified and amended to allow ALS Associates LLC to hire and/or to solicit for hiring any former employee or contractor of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and Streamline Services, LLC (a) after the expiration of 90 days following said person's permanent termination from employment or contract relationship at the instance of Axios Industrial Group, LLC, A&L Ultimate Holdings, LLC, A&L Intermediate Holdings, LLC, A&L Sandblasting & Painting, Inc. and/or Streamline Services, LLC; or, (b) after 180 days following the resignation or termination of the relationship of such employee or contractor of such relationship at his/her or its initiation.

Sub-paragraph (ii) under the paragraph beginning "The foregoing notwithstanding" on page 2 of the Temporary Injunction is amended to clarify that the permitted performance of "mechanical, welding or fabrication services" includes such additional functions as routinely and necessarily accompany the provision of such services in common practice in the industry. Such additional functions include the provision and use of necessary tools, equipment and materials, so long as same are provided and used directly in association with "mechanical, welding or fabrication services."

The trial court's November 2020 order did not otherwise modify the terms of the temporary injunction set forth in its October 2020 order. But the November order did not copy or restate the terms of the October order within its four corners.

DISCUSSION

The appellants appeal from the trial court's temporary injunction. See TEX. CIV. PRAC. & REM. CODE § 51.014(a)(4) (party may appeal from interlocutory order that grants or refuses temporary injunction). They argue that any order that modifies a temporary injunction order replaces the original order and therefore must itself satisfy all the requisites of Rule 683 of the Texas Rules of Civil Procedure. In other words, the appellants maintain that the trial court's "modified temporary injunction order cannot be read in conjunction with the original temporary injunction order to supply the information and statements required by Rule 683." Because the trial court's order modifying the temporary injunction does not satisfy all the requisites of Rule 683, the appellants argue, the trial court's temporary injunction is void. Standard of Review

We review a trial court's order granting a temporary injunction for abuse of discretion. Abbott v. Anti-Defamation League Austin, Sw., and Texoma Regions , 610 S.W.3d 911, 916 (Tex. 2020) (per curiam). In resolving evidentiary issues, the trial court does not abuse its discretion if some evidence supports its ruling. Id. But the trial court abuses its discretion if it incorrectly analyzes or applies the law. See id.

Applicable Law

We interpret court orders and judgments in the same way that we ascertain the meaning of other written instruments. Lone Star Cement Corp. v. Fair , 467 S.W.2d 402, 404–05 (Tex. 1971) ; Garcia v. Kubosh , 377 S.W.3d 89, 98 (Tex. App.—Houston [1st Dist.] 2012, no pet.). We must interpret them "as a whole toward the end of harmonizing and giving effect to all the court has written." Point Lookout W. v. Whorton , 742 S.W.2d 277, 278 (Tex. 1987) (per curiam). In interpreting an order or judgment, we consider their "entire content." Id. If taken as a whole, the order or judgment is unambiguous, then we "must declare the effect of the order in light of the literal meaning of the language used." Quanto Int'l Co. v. Lloyd , 897 S.W.2d 482, 486 (Tex. App.—Houston [1st Dist.] 1995, no writ).

Rule 683 of the Texas Rules of Civil Procedure governs injunctions. It states:

Every order granting an injunction and every restraining order shall set forth the reasons for its issuance; shall be specific in terms; shall describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained; and is binding only upon the parties to the action, their officers, agents, servants, employees, and attorneys, and upon those persons in active concert or participation with them who receive actual notice of the order by personal service or otherwise.

Every order granting a temporary injunction shall include an order setting the cause for trial on the merits with respect to the ultimate relief sought. The appeal of a temporary injunction shall constitute no cause for delay of the trial.

TEX. R. CIV. P. 683.

Rule 683 ’s requirements are mandatory. In re Luther , 620 S.W.3d 715, 722 (Tex. 2021) (per curiam). A temporary injunction that does not strictly comply with the rule's requirements is subject to being declared void and dissolved. Id. Because a temporary injunction that does not comply with Rule 683 ’s requirements is void, rather than merely voidable, compliance with the rule cannot be waived. Conlin v. Haun , 419 S.W.3d 682, 686–87 (Tex. App.—Houston [1st Dist.] 2013, no pet.).

Deciding what a procedural rule, like Rule 683, requires is a question of law. Zorrilla v. Aypco Constr. II. , 469 S.W.3d 143, 155 (Tex. 2015). We interpret rules of procedure in the same way we interpret statutes. Bethel v. Quilling, Selander, Lownds, Winslett & Moser, P.C. , 595 S.W.3d 651, 654 (Tex. 2020). Thus, we begin with the rule's text and interpret the text in accord with its plain meaning. Id. at 654–55 ; see also In re Christus Spohn Hosp. Kleberg , 222 S.W.3d 434, 437 (Tex. 2007) (courts interpret unambiguous rule according to plain or literal meaning).

Analysis

The Trial Court's Two Orders Must Be Read Together

The trial court's second order modified in part the temporary injunction stated in its first order. In particular, the second order (1) "clarified and amended" the second of six subparagraphs that restrained the appellants from engaging in certain business activities; and (2) "amended to clarify" one of three subparagraphs that excluded certain other business activities from the scope of the temporary injunction. Apart from these two limited modifications, the second order left the first order intact. The second order cannot be understood without reference to the first one.

Clarify means to make something "less confused and more clearly comprehensible." NEW OXFORD AMERICAN DICTIONARY 319 (3d ed. 2010). Amend may mean one of several things, including to "make minor changes" to a text "to make fairer, more accurate, or more up-to-date"; formally modify a legal document or legislation; "make better"; or "improve." Id. at 50. Thus, the trial court's choice of language in the second order reinforces that we must read the two orders together. One can do otherwise only by ignoring the plain language of the second order.

In addition, the second order referred to the first order as the "Temporary Injunction." In its final paragraph, the second order denied the appellants’ request "to stay enforcement of the Temporary Injunction pending appeal." Thus, the second order explicitly indicated that the second order's terms were mere amendments of the first order and that the remainder of the first order's terms remained effective.

Under these circumstances, the law of judgments requires us to read the two orders together. In general, we interpret orders like any other written instrument. Lone Star Cement , 467 S.W.2d at 404–05. Separate instruments contemporaneously executed as part of the same transaction and relating to the same subject may be read together as a single instrument. Miles v. Martin , 321 S.W.2d 62, 65 (Tex. 1959). Similarly, separate instruments relating to the same transaction may be read together even though the instruments were executed at different times. Fort Worth Indep. Sch. Dist. v. City of Fort Worth , 22 S.W.3d 831, 840 (Tex. 2000). It is especially appropriate to do so when, as here, one writing expressly refers to another. E.g., Kartsotis v. Bloch , 503 S.W.3d 506, 516–17 (Tex. App.—Dallas 2016, pet. denied).

Courts apply these settled rules of interpretation about written instruments to separate orders, even when procedural rules indicate there should be a single order. See, e.g., Henderson v. Shanks , 449 S.W.3d 834, 838–39 (Tex. App.—Houston [14th Dist.] 2014, pet. denied) (reading two separate orders granting judgment to defendant on two different bases together as one judgment, notwithstanding Rule 301 ’s requirement that trial court render single final judgment in any given case unless otherwise provided for by law); Port Distrib. Corp. v. Fritz Chem. Co. , 775 S.W.2d 669, 671 (Tex. App.—Dallas 1989, writ dism'd by agr.) (same). Thus, the proper way to ascertain whether the trial court's temporary injunction complies with Rule 683 is to read the trial court's first and second orders as a unified whole.

The Majority's Contrary Analysis Is Flawed

The majority concludes that the trial court's second order superseded the first order. Then, based on this conclusion, the majority holds that we must decide whether the trial court complied with Rule 683 without reference to the first order.

The majority errs in concluding that the second order superseded the first one. Supersede means to "take the place of" or "supplant." NEW OXFORD AMERICAN DICTIONARY 1746 (3d ed. 2010). On its face, the trial court's second order did not supersede the first order. The second order modified the first order in two ways, but the second order left most of the first order's provisions intact. The majority's contrary conclusion is contradicted by the plain text of the second order, which merely clarified and amended two of the first order's nine subparagraphs.

An amended interlocutory order may supersede, or take the place of or supplant, the order it amends, but an amended order does not invariably do so. As here, an amended order may modify the order it amends in a more limited fashion, effectively supplanting it solely to the extent expressly stated. See Toby Martin Oilfield Trucking v. Martin , 640 S.W.2d 352, 353, 355–56 (Tex. App.—Houston [1st Dist.] 1982, no writ) (reviewing both trial court's original temporary injunction order and its order modifying amount of bond and holding neither satisfied rule); see also CMNC Healthcare Props. v. Medistar Corp. , No. 01-06-00182-CV, 2006 WL 3628922, at *5, *8 (Tex. App.—Houston [1st Dist.] Dec. 14, 2006, no pet.) (mem. op.) (dissolving trial court's order that modified temporary injunction order by supplementing latter's provisions to include additional business venture).

In other words, the extent to which an order modifying a temporary injunction order supersedes the original order is a function of the modifying order's language. Here, the language of the trial court's order modifying its temporary injunction order cannot be read as taking the place of or supplanting the original order altogether because it merely made limited changes to two of several of the original order's provisions, did not substantially change the essential nature of the original order, and did not implicitly or explicitly vacate or replace the remaining provisions of the original order. See Ahmed v. Shimi Ventures , 99 S.W.3d 682, 687–88 (Tex. App.—Houston [1st Dist.] 2003, no pet.) (order modifying temporary injunction order that restated all terms of original order with some changes was complete temporary injunction in itself and implicitly superseded original temporary injunction order); Smith v. Smith , 681 S.W.2d 793, 796–97 (Tex. App.—Houston [14th Dist.] 1984, no writ) (supplemental order that substantially altered nature of injunctive relief superseded and replaced trial court's original order granting injunctive relief).

The majority pays no heed to ordinary rules of interpretation. Instead, the majority announces a new rule of law: whenever an order substantively modifies a temporary injunction, the order supersedes the temporary injunction. The majority divines this new rule of law from two decisions: Propst v. Propst , No. 13-18-00291-CV, 2019 WL 5609964 (Tex. App.—Corpus Christi Oct. 31, 2019, no pet.) (mem. op.), and Arrechea v. Plantowsky , 705 S.W.2d 186 (Tex. App.—Houston [14th Dist.] 1985, no writ). Because the trial court's second order substantively modified the first order, the majority holds the second order superseded the first order.

Neither Propst nor Arrechea articulate the rule that the majority sees in them. Nor did they address facts like those before us. Both decisions are inapposite.

In Propst , the trial court entered a temporary injunction order from which none of the parties appealed. 2019 WL 5609964, at *1–2. More than a year-and-a-half later, the trial court entered a second order that extended the temporary injunction but revised its terms in multiple ways. Id. These revisions included the deletion of one paragraph, a reduction in the amount of royalties to be paid under another paragraph, and a change in the duration of time during which these royalties were to be paid. Id. at *2. When the defendants appealed from this second order, the court of appeals initially dismissed their appeal for want of jurisdiction but then reversed itself. Id. at *1. The jurisdictional issue was whether the second order was appealable because "a subsequent temporary injunction order which simply extends the initial temporary injunction is not appealable" under Section 51.014(a)(4) of the Civil Practice and Remedies Code. Id. at *2. The court of appeals reasoned that a later order merely extends a temporary injunction only if it extends the injunction's duration and makes no substantive changes. Id. Because the second order substantively modified the first one, the court held it was not a mere extension and thus was appealable as an order granting a temporary injunction. Id. at *3.

In short, Propst addressed whether the order before it was a mere extension of a temporary injunction, which is not an appealable interlocutory order, or an order modifying a temporary injunction, which is an appealable interlocutory order. In doing so, Propst was applying well-settled law. See Toby Martin Oilfield Trucking , 640 S.W.2d at 353–55 (order modifying temporary injunction is appealable). But this has little or nothing to do with the present issue, which is when and why an order modifying a temporary injunction order supersedes the original order.

The Propst court then went on to address the merits, holding that the trial court's second order was void because it did not satisfy the requirements of Rule 683 of the Texas Rules of Civil Procedure. 2019 WL 5609964, at *4–5. In doing so, the court of appeals concluded that the second order's reference to the first order's findings was not enough. Id. at *4. In particular, the court stated that a later order that "only superficially states that material facts from a previous temporary injunction order have been incorporated, although the subsequent order has been substantially changed, does not comply" with Rule 683. Id. at *5. But that holding—that a substantially changed modification order cannot be justified by mere reference to findings made more than a year-and-a-half beforehand—is quite different from a rule that any substantive modification whatsoever supersedes the original order.

In Arrechea , the trial court entered a temporary injunction from which none of the parties appealed. 705 S.W.2d at 187–88. The litigation arose out of a commercial lease, and the trial court's injunction prohibited the defendants from interfering with the lease and left the defendants in possession of the property subject to certain terms. Id. Almost three years later, the trial court entered a second order modifying the temporary injunction, which required the defendants to vacate the premises within three days. Id. at 188. The defendants appealed from this second order. Id. Without discussing the actual contents of either order in any detail, the court of appeals held that the trial court's first order satisfied the requisites of Rule 683 of the Texas Rules of Civil Procedure but the order modifying the original one did not. Id. at 189. Thus, the court of appeals dissolved the modification order.

In defense of the modification order, the plaintiffs had argued that the court of appeals should read the trial court's two orders together. Id. The court of appeals rejected this defense, observing that "the modified order cannot be read in conjunction with the original order to supply the necessary facts." Id. But the court of appeals said so on a particular record. In Arrechea , the trial court entered two very different temporary injunctions almost three years apart: the first left the defendants in possession of the disputed property and the second dispossessed them of it. On their face, the findings that supported the trial court's first order could not support the second one. The court of appeals did not, however, hold that all orders that substantively modify a temporary injunction supersede the original order. It was simply the case that the particular modification order at issue in Arrechea , which altered the essential character of the injunctive relief originally granted, did so.

In sum, the takeaway from Propst and Arrechea is not that any substantive modification of a temporary injunction order results in the modification order superseding the original temporary injunction order as a matter of law. Rather, both decisions stand for the proposition that substantial, not just substantive, modifications made long after the issuance of the original temporary injunction order cannot be sustained by reference to the original temporary injunction order's findings. This proposition reflects a commonsense understanding that findings made long ago in support of one temporary injunction cannot support another temporary injunction that substantially differs in its terms from the terms of the original one.

The case before us is not like Propst or Arrechea . Here, the trial court modified its original temporary injunction order within a month of its issuance. The modification order was limited to two particular provisions and clarified and amended these two provisions in a manner that narrowed the scope of the original order to the benefit of the appellants by restraining their activities less than before. Specifically, the trial court modified its first order as follows:

• instead of categorically prohibiting the appellants from trying to hire or induce the resignation of any of the appellees’ employees or contractors under any circumstances, it prohibited the appellants from trying to hire former employees and contractors within 90 days of the involuntary termination or 180 days of the voluntary termination of their employment or contractual relationship with the appellees; and

• instead of just allowing the appellants to provide mechanical, welding, or fabrication services, it allowed the appellants to provide these three services as well as any additional functions that routinely and necessarily accompany these services in common practice in the industry, provided that these additional functions were done directly in association with mechanical, welding, or fabrication services.

Because these modifications did not change the terms of the temporary injunction order for the most part or alter its essential character long after it was entered by the trial court, Propst and Arrechea are inapposite. These two limited modifications neither require us to hold that the trial court's second order superseded the first one nor disallow us from reading the trial court's two orders as a unified whole.

Our decision in Ahmed is instructive. In that case, the trial court entered a temporary injunction and then entered an order modifying the temporary injunction a month or so later. 99 S.W.3d at 686–87. The modification order was "substantively similar" to the original order aside from several changes; specifically, it lowered the amount of the plaintiffs’ bond, changed some compliance dates, and added a provision applicable to non-party insurers. Id. at 687. We held that the modification order superseded the original temporary injunction order, but we did so only because the modification order was "identical to the first order" in all other respects, "concerned exactly what the earlier order had, and did not incorporate by reference any terms from the first order or state that it merely supplemented the first order." Id. In other words, the modification order "was a complete temporary injunction in itself" and "thus implicitly superseded the earlier order." Id. at 687–88.

In contrast, the modification order before us does not restate the terms of the first temporary injunction order in identical fashion but for some changes. On its face, the modification order is not a complete temporary injunction order in itself. Nor does the modification order purport to be a complete temporary injunction order. Instead, the modification order expressly refers to the first temporary injunction order, stating that the first order "is clarified and amended as follows," and then specifies changes to the scope of two particular provisions of the first order. Notably, the modification order refers to the first order as the "Temporary Injunction." In its final provision, the modification order denies the appellants’ request "to stay enforcement of the Temporary Injunction pending appeal." Thus, unlike the modification order in Ahmed , the one before us indicates that its terms are merely supplemental and that the unmodified terms of the first order remain intact.

In short, Ahmed implicitly refutes the substantive-modification rule the majority advocates. If any substantive modification of a temporary injunction always resulted in supersession, then Ahmed would have been decided on that ground because the trial court's modification order in that case substantively modified the original temporary injunction order. 99 S.W.3d at 687 (trial court's order modified bond amount and compliance dates and included entirely new insurer provision). But Ahmed instead focused on different considerations—the modification order's completeness, identical content but for specific changes, and lack of reference to the prior temporary injunction order or other indication that the modification order was merely supplemental in nature—in concluding that the modification order superseded the first temporary injunction order in that case. Id. at 687–88. Consistent with the law of judgments, Ahmed looked to the plain language of the trial court's orders to ascertain whether one superseded the other. We must do so here too.

Notwithstanding its holding that any substantive modification results in supersession, the majority also suggests we could in fact read the two orders together if only the trial court had expressly stated that it was incorporating the terms of its first order into its second one and also affixed the first order to the second one as an attachment. In making this suggestion, the majority effectively reads a single-order requirement into Rule 683 without acknowledging that the majority is doing so.

While Rule 683 contains multiple requirements, the rule's text does not require that all the terms of a temporary injunction be stated in a single order. The rule mandates that a temporary injunction order "shall describe in reasonable detail and not by reference to the complaint or other document, the act or acts sought to be restrained." TEX. R. CIV. P. 683. Interpreting this requirement, courts have held that a temporary injunction order cannot simply identify the restraints it imposes by referencing some other document, but may do so if the referenced document is attached so that the order and attachment effectively become one writing. See, e.g., Parham Family Ltd. P'ship v. Morgan , 434 S.W.3d 774, 789 (Tex. App.—Houston [14th Dist.] 2014, no pet.) (temporary injunction order that referenced warranty deed did not violate Rule 683 given that deed was attached to order and thereby became part of order); Layton v. Ball , 396 S.W.3d 747, 753 (Tex. App.—Tyler 2013, no pet.) (temporary injunction order that referenced manual did not violate Rule 683 given that manual was attached to order and thereby incorporated into order). Similarly, courts have held that a temporary injunction order need not even attach a referenced document, provided that it restates the relevant text from the referenced document or otherwise identifies the enjoined conduct in reasonable detail. See, e.g., Noell v. City of Carrollton , 431 S.W.3d 682, 713–14 (Tex. App.—Dallas 2014, pet. denied) (temporary injunction order did not violate Rule 683 by referencing but not attaching note and contract to extent order restated relevant text of both documents); Rugen v. Interactive Bus. Sys. , 864 S.W.2d 548, 552–53 (Tex. App.—Dallas 1993, no writ) (temporary injunction order did not violate Rule 683 by referencing but not attaching two sealed exhibits containing confidential information because defendant had access to these exhibits and understood what conduct injunction prohibited).

Properly understood, the preceding decisions, and the requirement of Rule 683 that they interpret, concern the extent to which a temporary injunction order may rely on other writings to identify the restraints imposed by the injunction. The question before us—whether an order modifying a temporary injunction order can refer to the original order without restating all of the original order's terms and be read together with the original order as a unified whole—is a different question.

The purpose of Rule 683 ’s requirement that an injunction refrain from identifying the enjoined conduct by reference to other documents is to ensure that the enjoined party has notice of the prohibited conduct. TMRJ Holdings v. Inhance Techs. , 540 S.W.3d 202, 213 (Tex. App.—Houston [1st Dist.] 2018, no pet.). But all parties to a suit are charged by law with notice of an order imposing an injunction. Ex parte Bowers , 886 S.W.2d 346, 349 (Tex. App.—Houston [1st Dist.] 1994, writ dism'd w.o.j.) (en banc). Hence, Rule 683 ’s purpose for barring identification of the enjoined conduct by reference to other documents—notice—is not implicated when a modification order simply refers to the temporary injunction order without restating the original order's terms or attaching the original order as an exhibit.

In sum, neither Rule 683 nor the decisions interpreting it support the majority's primary holding, which is that any order that substantively modifies a temporary injunction order supersedes and replaces the original order altogether. Instead, the majority's substantive-modification rule is a novel misinterpretation of the law that is undermined by the very authorities on which the majority relies.

The Majority's Alternative Holding Is Correct

In the alternative, the majority holds that even if the trial court's two orders are read together, the resulting injunction is void because the two orders do not satisfy all the requirements of Rule 683 of the Texas Rules of Civil Procedure. In particular, the majority reasons that the orders violate the rule because together they do not explain why the appellees will suffer irreparable harm without the injunction.

A temporary injunction order "shall set forth the reasons for its issuance." TEX. R. CIV. P. 683. Thus, the trial court must state in the temporary injunction order "the reasons why injury will be suffered if the interlocutory relief is not ordered." State v. Cook United , 464 S.W.2d 105, 106 (Tex. 1971). A conclusory statement that a movant will suffer irreparable harm without the injunction is not enough. El Tacaso v. Jireh Star, Inc. , 356 S.W.3d 740, 747 (Tex. App.—Dallas 2011, no pet.).

Of the trial court's two orders, solely the first one addresses irreparable harm. It states only that the appellants have violated certain covenants in a purchase agreement and "will, if not restrained, likely engage in conduct that will cause [the appellees] to suffer immediate and irreparable injury, loss or damage" and that "the threatened damage to [the appellees] is impossible to accurately and fully assess." These conclusory statements do not satisfy the requirements of Rule 683. Therefore, the trial court's two temporary injunction orders, read together, are void.

CONCLUSION

Because the majority reaches the right result, I concur in its judgment. But the majority's primary holding is mistaken. Thus, I do not join the majority's opinion.

The majority's mistake is particularly unfortunate for three reasons.

First, the majority's mistake further confuses an already confused area of the law. Courts, including our own, have mistakenly suggested Ahmed held that a modification order always supersedes the original temporary injunction order. See, e.g., W. I-10 Volunteer Fire Dep't v. Harris Cty. Emergency Servs. Dist. No. 48 , 507 S.W.3d 356, 358 (Tex. App.—Houston [1st Dist.] 2016, no pet.) (citing Ahmed as holding that "an order that modifies a temporary injunction is the equivalent of an order that dissolves a temporary injunction and grants a new one"); McDowell v. McDowell , No. 02-16-00038-CV, 2016 WL 4141029, at *1 (Tex. App.—Fort Worth Aug. 4, 2016, no pet.) (mem. op.) (citing Ahmed for proposition that "amended or modified temporary injunction supersedes and implicitly vacates a prior temporary injunction"). The majority avoids that mistake but embraces another one by adopting a similarly exaggerated view of the holdings of Propst and Arrechea .

Second, the majority's mistake invites mischief. We should be careful not to read requirements into Rule 683 that are not expressly stated in its text because overreading the rule will enable parties opposed to injunctive relief to avoid it by the stratagem of securing the entry of flawed orders. Here, the appellants successfully sought modification of the original temporary injunction order and now challenge the modification order on the basis that it superseded the original order but failed to comply with Rule 683. Under some circumstances, principles of estoppel, invited error, or waiver might prevent such opportunism. But because a temporary injunction order that does not comply with Rule 683 is void, rather than voidable, we cannot disregard noncompliance under any circumstances and must dissolve any noncompliant order. See Conlin , 419 S.W.3d at 686–87 (rejecting contention that appellants were estopped from challenging agreed temporary injunction because injunctions that violate rule are void).¹ While we must insist on strict compliance with Rule 683, we ought not interpret it more broadly than its language dictates, if for no other reason than to limit opportunities for gamesmanship.

1 Our precedent is clear: a temporary injunction that does not comply with Rule 683 ’s requirements is void. Conlin , 419 S.W.3d at 686–87. Because of the clarity of our precedent, I acquiesce in this view. But this view is not unanimous among our sister courts. See Hoist Liftruck Mfg. v. Carruth–Doggett, Inc. , 485 S.W.3d 120, 124–25 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (Frost, C.J., concurring) (tallying split among intermediate appellate courts on this issue). Moreover, Rule 683 is based on Rule 65(d) of the Federal Rules of Civil Procedure. Transp. Co. of Tex. v. Robertson Transports , 261 S.W.2d 549, 552 (Tex. 1953). The majority view among the federal courts appears to be that noncompliance with Rule 65(d) ’s requirements as to form does not render an injunction void. E.g., Clarkson Co. v. Shaheen , 544 F.2d 624, 632 (2d Cir. 1976) ; Bethlehem Mines Corp. v. United Mine Workers of Am. , 476 F.2d 860, 862 (3d Cir. 1973) ; Combs v. Ryan's Coal Co. , 785 F.2d 970, 978 (11th Cir. 1986) ; see also Lawrence v. St. Louis–San Francisco Ry. Co. , 274 U.S. 588, 591–92 (1927) (decision predating enactment of rules of civil procedure in which Court applied federal injunction statute requiring injunction orders to set forth reasons for issuance and be specific in their terms and held that "disregard of the statutory requirement concerning the form of the order did not render the interlocutory decree void"); cf. Advent Elecs. v. Buckman , 112 F.3d 267, 272–73 (7th Cir. 1997) (holding that noncompliance with rule does not render injunction void when noncompliance is technical rather than substantial in nature). Thus, if we were addressing this issue on a blank slate, I would not necessarily agree that temporary injunctions that violate Rule 683 are void.

Third, the majority's mistake is needless on the facts of this case. The cardinal principle of judicial restraint counsels that we generally should not decide an issue unless we must to resolve the appeal. State v. One (1) 2004 Lincoln Navigator , 494 S.W.3d 690, 701 (Tex. 2016). This cardinal principle is more or less enshrined in our rules of procedure, which state that we "must hand down a written opinion that is as brief as practicable but that addresses every issue raised and necessary to final disposition of the appeal." TEX. R. APP. P. 47.1. Here, even if one adopts the appellees’ interpretation of the trial court's orders, its two orders do not satisfy the requirements of Rule 683 when read together. My colleagues in the majority share this view, which we could have unanimously expressed in a brief opinion, but they have opted to write a more complicated opinion that resolves an issue we need not decide to dispose of this appeal. As the time and resources of the court are limited, we should decline to exercise judicial restraint solely when we have good reason to say more than we must to dispose of an appeal. I am not convinced that we have good reason to wander into this thicket today.