CAROL PAYNE - Estes Thorne Ewing & Payne

CAROL PAYNE

Member

Direct Dial: 214.599.4007

cpayne@estesthorne.com

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Carol’s clients all agree: When there’s a problem, she’s their first call. Whether they need her subject-matter expertise or her litigation insights or just want to strategize on a pressing business issue, they know they can turn to Carol for thoughtful, creative solutions. They also know they can count on her to mount an aggressive defense, to fight hard but fight fair.

While she always mounts an aggressive defense, Carol understands that being an attorney is about more than what you do in the courtroom. It’s about helping your clients determine what their goals are. It’s about relationships and trust. It’s about helping people through difficult times.

Carol works with both businesses and individuals to solve commercial legal problems. She’s handled a wide range of issues, from contract claims and lender/borrower disputes to fraud and other business torts. In addition to the clients she works for, Carol’s experience has proven useful to the lawyers she works with. She believes an important part of her job is to help educate other attorneys on how to comply with ethical guidelines and steer clear of any morally gray areas.

Always mindful that legal strategies have business and bottom line implications, Carol focuses on solutions that keep businesses moving forward. Just one more reason clients turn to Carol when a problem needs to be solved.

J.D., Baylor Law School, with honors (1993)
- Senior Notes & Comments Editor, Baylor Law Review
- American Bar Association National Appellate Advocacy Competition
- National Mock Trial Team
- Order of Barristers
B.S., Speech Communications, University of Texas at Austin, with honors (1986)
B.B.A., Marketing, University of Texas at Austin (1987)

Business Litigation

Defended a real estate developer and related entities against multimillion-dollar breach-of-contract and fraud allegations arising out of the development of a luxury resort community on a private island in the Bahamas, including defense against a temporary restraining order and temporary injunction. Behringer Harvard Royal Island, LLC v. Skokos, 2009 WL 4756579 (Tex. App.—Dallas 2009, no pet.).
Defended a real estate developer against multiple suits in Alabama and Texas by lenders and bondholders seeking to recover approximately $80 million related to a 230-acre mixed-use real estate development in Spanish Fort, Alabama, resulting in a settlement under which the developer retained ownership, free and clear, of the retail portion of the development, including approximately 200 acres of land.
Defended an owner’s representative in a suit involving alleged design and construction defects in an automobile dealership.
Defended a large meat-packing company against allegations of improper alteration of export certificates in a qui tam action under the False Claims Act. United States ex rel Bahrani v. ConAgra, Inc., 338 F. Supp.2d 1202 (2004), reversed and remanded, 465 F.3d 1189 (10th Cir. 2006), petition for cert. denied, 552 U.S. 950 (2007).
Defended a large meat-packing company against class-action RICO allegations by current and former employees who claimed that the company engaged in a scheme to hire illegal immigrants to unlawfully depress the wages of legally authorized workers.
Overturned a post-answer default judgment of more than $3 million against a lender in a breach-of-contract action and obtained a jury verdict against the borrower for the unpaid balance of the loan and attorneys’ fees.
Represented a commercial landlord in a lease dispute against Microsoft Corporation, resulting in a favorable settlement. TriNet Corporate Realty Trust Inc. v. Microsoft Corp., 2004 WL 1217936 (N.D. Tex. 2004).
Obtained a summary judgment on behalf of an international soft-drink company in a breach-of-contract suit against the owner of a distributor, after first prevailing in an interlocutory appeal on choice-of-law issues. Winspear v. Coca-Cola Refreshments USA, Inc., 2014 WL 2396142 (Tex. App.—Dallas, April 9, 2014).
Obtained a favorable settlement for an energy-generation and gas-pipeline company in a complex $140 million subrogation dispute.
Defended a private-equity fund from a suit by a drilling rig contractor, which sought to avoid its obligations under its financing agreements, resulting in a settlement through which the plaintiffs paid to terminate the lawsuit.
Represented a Texas-based exploration and production company that specialized in underbalanced horizontal drilling techniques against tortious interference and related allegations made by a Pennsylvania-based company, which ultimately resulted in the plaintiff voluntarily dismissing all claims against the company.

Professional Liability

Defended an Am Law 100 law firm against legal-malpractice and breached-fiduciary-duty claims related to issuance of tax opinion letters for transactions later deemed to be abusive tax shelters by the IRS.
Defended a large Florida law firm against a bet-the-firm suit alleging malpractice in patent infringement litigation.
Defended an Am Law 100 law firm against allegations of malpractice in connection with the prosecution of patent applications related to digital video recorders.
Obtained a summary judgment on all claims for an out-of-state regional law firm in a case alleging legal malpractice in the sale of a closely held corporation. Harrison v. Proctor & Gamble Company, 2009 WL 304573 (N.D. Tex. 2009), affirmed, Harrison v. Taft, Stettinius & Hollister, LLP, 381 Fed. Appx. 432 (5th Cir. 2010).
Obtained a summary judgment, which was affirmed on appeal, in a malpractice case alleging that the lawyer had improperly structured a trust, which allegedly resulted in the loss of millions of dollars in community property in a later divorce proceeding. Lee v. Cresswell and Locke Purnell Rain Harrell, PC, 1999 WL 33748128 (Tex. App.—Eastland, 1999, no pet.).
Defended an Am Law 100 law firm against breach-of-fiduciary-duty and conflict-of-interest allegations made by former executives of a cosmetic company.
Defeated a disqualification motion, both in the district court and on appeal, alleging that an Am Law 100 law firm should be disqualified in an ongoing lawsuit when the lawyers handling that matter joined the firm. Positive Software Solutions, Inc. v. New Century Mortgage Corp., 2004 WL 5520571 (July 13 2004) (briefing).
Defended Oklahoma lawyers against claims related to work in bankruptcy proceedings in Texas, which the trial court dismissed on personal jurisdictional grounds but which the court of appeals reversed. The Texas Supreme Court granted review, and after the case was fully briefed and set for oral argument, the parties reached a favorable settlement. Jackson v. Kincaid, 122 S.W.3d 440 (Tex. App.—Corpus Christi 2003), review granted, judgment vacated and remanded by agreement, 2004 WL 2753157 (Tex. App.—Corpus Christi 2004); see also Petition for Review, 2004 WL 502582.

Prior results do not guarantee a similar outcome.

State Bar of Texas
United States Court of Appeals, Fifth and Tenth Circuits
United States District Court for the Northern District of Texas
United States District Court for the Southern District of Texas
United States District Court for the Eastern District of Texas
United States District Court for the Western District of Texas
United States District Court for the District of Colorado

Member, State Bar of Texas
Fellow, American Bar Foundation
Member, Dallas Bar Association
- Business Litigation Section, Council 2017-present
- Judiciary Committee, Co-Chair 2015
- Bench Bar Committee, Co-Chair 2013
Member, Dallas Women Lawyers Association
Member, Attorneys Serving the Community
Member, National Association of Minority & Women Owned Law Firms
Member, National Association of Women Lawyers
Member, Commercial Real Estate Women, CREW Dallas (2014-2017)
Standing Committee Member, Texas Disciplinary Rules of Professional Conduct, State Bar of Texas (2007–2013)
Chair, Professional Liability Litigation Committee, Section of Litigation, American Bar Association, (2005-2008); Chair, Attorney Liability Sub-Committee, Professional Liability Litigation Committee, Section of Litigation, American Bar Association (2002-2005)

Partner, Trial Section, Vinson & Elkins LLP, Dallas (2002-2012)
Associate, Trial Section, Vinson & Elkins LLP, Dallas, (1999-2001)
Assistant District Attorney, Dallas County, Texas Lawyer-on-Loan Program (2000)
Associate, Carrington, Coleman, Sloman & Blumenthal (1994-1999)
Judicial Clerk to the Honorable E. Grady Jolly, United States Court of Appeals, Fifth Circuit (1993-1994)

Recognized, Lawdragon 500 Leading Litigators in America (2023, 2024)
Recognized, The Best Lawyers in America®, Lawyer of the Year, Legal Malpractice Law – Defendants, BL Rankings LLC (2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Commercial Litigation (2006-2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Legal Malpractice Law – Defendants (2020-2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Ethics and Professional Responsibility Law (2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Litigation – Construction (2019-2024)
Recognized, Texas Super Lawyer, Thomson Reuters, as published in Texas Monthly (2014-2023)
Recognized, Top 50: Women Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2016-2019, 2021, 2023)
Recognized, Top 100: Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2018, 2023)
Recognized, Top 100: Dallas/Fort Worth Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2019, 2021, 2023)
Recognized, Best Lawyers in Dallas, as published in D Magazine (2017-2024)
Recognized, Women Leaders in the Law, Fortune Magazine & ALM (2015)
Recognized, AV Preeminent 5.0 out of 5 Peer Review Rated, Peer Review Ratings, the highest rating for legal ability and ethical standards – Martindale-Hubbell
Recognized, American Bar Association Section of Litigation Outstanding Subcommittee Chair (2002-2003)

Do You Speak Emoji? – Headnotes, Dallas Bar Association – 04/2019 – Co-Author
Legal Malpractice Update – The Advocate – 07/2016 – Author
Defending the Corporate Deposition of the Law Firm Defendant – National Legal Malpractice Conference, American Bar Association, San Francisco, California – 09/2014 – Panel Member and Author
Settle and Sue Again: Strategies and Snares – National Legal Malpractice Conference, American Bar Association, New Orleans, Louisiana – 04/2013 – Panel Member and Author
ABA Model Rules in the Future of the Practice of Law – National Association of Bar Related Insurance Companies (NABRICO) Annual Conference, Austin, Texas – 10/2012
Where the Wild Things Are: An Update of Recent “Ethical” Decisions – Northern District of Texas Bankruptcy Bench/Bar Conference, Dallas, Texas – 05/2010 – Panel Member and Author
Case Law Developments in Legal Malpractice – American Bar Association’s Spring 2010 National Legal Malpractice Conference, Washington, DC – 04/2010 – Panel Member and Author
To Tell or Not to Tell: What Every Lawyer Should Know About Preserving Client Confidences – Dallas Bar Association Legal Ethics Committee Annual Evening Ethics Seminar, Dallas, Texas – 04/2006 – Speaker and Author
Winning Litigation Strategies on Admissibility, Causation and Other Procedural and Substantive Issues – National Forum on Lawyer’s Professional Liability and Legal Malpractice, Miami, Florida – 01/2005 – Panel Member
Reporting Up-And Maybe Out: SEC Issues Sweeping Attorney Conduct Standards, Defers “Noisy Withdrawal” Rule for 60 Days – American Bar Association Professional Liability Litigation @lert – 11/2003 – Author

How to Tame the E-Discovery Beast: What You Need to Know to Stay out of Trouble – Dallas Bar Association, Business Litigation Section, 12/2017 – Moderator
Improper Woodshedding or Ethical Witness Preparation – Dallas Bar Association, Trial Skills Section/Ethics Committee – 10/2016 – Speaker

BIO

EDUCATION AND CERTIFICATIONS

J.D., Baylor Law School, with honors (1993)
- Senior Notes & Comments Editor, Baylor Law Review
- American Bar Association National Appellate Advocacy Competition
- National Mock Trial Team
- Order of Barristers
B.S., Speech Communications, University of Texas at Austin, with honors (1986)
B.B.A., Marketing, University of Texas at Austin (1987)

EXPERIENCE AND EXPERTISE

Business Litigation

Defended a real estate developer and related entities against multimillion-dollar breach-of-contract and fraud allegations arising out of the development of a luxury resort community on a private island in the Bahamas, including defense against a temporary restraining order and temporary injunction. Behringer Harvard Royal Island, LLC v. Skokos, 2009 WL 4756579 (Tex. App.—Dallas 2009, no pet.).
Defended a real estate developer against multiple suits in Alabama and Texas by lenders and bondholders seeking to recover approximately $80 million related to a 230-acre mixed-use real estate development in Spanish Fort, Alabama, resulting in a settlement under which the developer retained ownership, free and clear, of the retail portion of the development, including approximately 200 acres of land.
Defended an owner’s representative in a suit involving alleged design and construction defects in an automobile dealership.
Defended a large meat-packing company against allegations of improper alteration of export certificates in a qui tam action under the False Claims Act. United States ex rel Bahrani v. ConAgra, Inc., 338 F. Supp.2d 1202 (2004), reversed and remanded, 465 F.3d 1189 (10th Cir. 2006), petition for cert. denied, 552 U.S. 950 (2007).
Defended a large meat-packing company against class-action RICO allegations by current and former employees who claimed that the company engaged in a scheme to hire illegal immigrants to unlawfully depress the wages of legally authorized workers.
Overturned a post-answer default judgment of more than $3 million against a lender in a breach-of-contract action and obtained a jury verdict against the borrower for the unpaid balance of the loan and attorneys’ fees.
Represented a commercial landlord in a lease dispute against Microsoft Corporation, resulting in a favorable settlement. TriNet Corporate Realty Trust Inc. v. Microsoft Corp., 2004 WL 1217936 (N.D. Tex. 2004).
Obtained a summary judgment on behalf of an international soft-drink company in a breach-of-contract suit against the owner of a distributor, after first prevailing in an interlocutory appeal on choice-of-law issues. Winspear v. Coca-Cola Refreshments USA, Inc., 2014 WL 2396142 (Tex. App.—Dallas, April 9, 2014).
Obtained a favorable settlement for an energy-generation and gas-pipeline company in a complex $140 million subrogation dispute.
Defended a private-equity fund from a suit by a drilling rig contractor, which sought to avoid its obligations under its financing agreements, resulting in a settlement through which the plaintiffs paid to terminate the lawsuit.
Represented a Texas-based exploration and production company that specialized in underbalanced horizontal drilling techniques against tortious interference and related allegations made by a Pennsylvania-based company, which ultimately resulted in the plaintiff voluntarily dismissing all claims against the company.

Professional Liability

Defended an Am Law 100 law firm against legal-malpractice and breached-fiduciary-duty claims related to issuance of tax opinion letters for transactions later deemed to be abusive tax shelters by the IRS.
Defended a large Florida law firm against a bet-the-firm suit alleging malpractice in patent infringement litigation.
Defended an Am Law 100 law firm against allegations of malpractice in connection with the prosecution of patent applications related to digital video recorders.
Obtained a summary judgment on all claims for an out-of-state regional law firm in a case alleging legal malpractice in the sale of a closely held corporation. Harrison v. Proctor & Gamble Company, 2009 WL 304573 (N.D. Tex. 2009), affirmed, Harrison v. Taft, Stettinius & Hollister, LLP, 381 Fed. Appx. 432 (5th Cir. 2010).
Obtained a summary judgment, which was affirmed on appeal, in a malpractice case alleging that the lawyer had improperly structured a trust, which allegedly resulted in the loss of millions of dollars in community property in a later divorce proceeding. Lee v. Cresswell and Locke Purnell Rain Harrell, PC, 1999 WL 33748128 (Tex. App.—Eastland, 1999, no pet.).
Defended an Am Law 100 law firm against breach-of-fiduciary-duty and conflict-of-interest allegations made by former executives of a cosmetic company.
Defeated a disqualification motion, both in the district court and on appeal, alleging that an Am Law 100 law firm should be disqualified in an ongoing lawsuit when the lawyers handling that matter joined the firm. Positive Software Solutions, Inc. v. New Century Mortgage Corp., 2004 WL 5520571 (July 13 2004) (briefing).
Defended Oklahoma lawyers against claims related to work in bankruptcy proceedings in Texas, which the trial court dismissed on personal jurisdictional grounds but which the court of appeals reversed. The Texas Supreme Court granted review, and after the case was fully briefed and set for oral argument, the parties reached a favorable settlement. Jackson v. Kincaid, 122 S.W.3d 440 (Tex. App.—Corpus Christi 2003), review granted, judgment vacated and remanded by agreement, 2004 WL 2753157 (Tex. App.—Corpus Christi 2004); see also Petition for Review, 2004 WL 502582.

Prior results do not guarantee a similar outcome.

ADMISSIONS

State Bar of Texas
United States Court of Appeals, Fifth and Tenth Circuits
United States District Court for the Northern District of Texas
United States District Court for the Southern District of Texas
United States District Court for the Eastern District of Texas
United States District Court for the Western District of Texas
United States District Court for the District of Colorado

ADMISSIONS

Member, State Bar of Texas
Fellow, American Bar Foundation
Member, Dallas Bar Association
- Business Litigation Section, Council 2017-present
- Judiciary Committee, Co-Chair 2015
- Bench Bar Committee, Co-Chair 2013
Member, Dallas Women Lawyers Association
Member, Attorneys Serving the Community
Member, National Association of Minority & Women Owned Law Firms
Member, National Association of Women Lawyers
Member, Commercial Real Estate Women, CREW Dallas (2014-2017)
Standing Committee Member, Texas Disciplinary Rules of Professional Conduct, State Bar of Texas (2007–2013)
Chair, Professional Liability Litigation Committee, Section of Litigation, American Bar Association, (2005-2008); Chair, Attorney Liability Sub-Committee, Professional Liability Litigation Committee, Section of Litigation, American Bar Association (2002-2005)

AFFILIATIONS

Member, State Bar of Texas
Fellow, American Bar Foundation
Member, Dallas Bar Association
- Business Litigation Section, Council 2017-present
- Judiciary Committee, Co-Chair 2015
- Bench Bar Committee, Co-Chair 2013
Member, Dallas Women Lawyers Association
Member, Attorneys Serving the Community
Member, National Association of Minority & Women Owned Law Firms
Member, National Association of Women Lawyers
Member, Commercial Real Estate Women, CREW Dallas (2014-2017)
Standing Committee Member, Texas Disciplinary Rules of Professional Conduct, State Bar of Texas (2007–2013)
Chair, Professional Liability Litigation Committee, Section of Litigation, American Bar Association, (2005-2008); Chair, Attorney Liability Sub-Committee, Professional Liability Litigation Committee, Section of Litigation, American Bar Association (2002-2005)

COMMUNITY ACTIVITIES

Prior Work Experience

Partner, Trial Section, Vinson & Elkins LLP, Dallas (2002-2012)
Associate, Trial Section, Vinson & Elkins LLP, Dallas, (1999-2001)
Assistant District Attorney, Dallas County, Texas Lawyer-on-Loan Program (2000)
Associate, Carrington, Coleman, Sloman & Blumenthal (1994-1999)
Judicial Clerk to the Honorable E. Grady Jolly, United States Court of Appeals, Fifth Circuit (1993-1994)

OTHER

PROFESSIONAL ACHIEVEMENTS

Recognized, Lawdragon 500 Leading Litigators in America (2023, 2024)
Recognized, The Best Lawyers in America®, Lawyer of the Year, Legal Malpractice Law – Defendants, BL Rankings LLC (2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Commercial Litigation (2006-2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Legal Malpractice Law – Defendants (2020-2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Ethics and Professional Responsibility Law (2024)
Recognized, The Best Lawyers in America®, BL Rankings LLC, Litigation – Construction (2019-2024)
Recognized, Texas Super Lawyer, Thomson Reuters, as published in Texas Monthly (2014-2023)
Recognized, Top 50: Women Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2016-2019, 2021, 2023)
Recognized, Top 100: Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2018, 2023)
Recognized, Top 100: Dallas/Fort Worth Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2019, 2021, 2023)
Recognized, Best Lawyers in Dallas, as published in D Magazine (2017-2024)
Recognized, Women Leaders in the Law, Fortune Magazine & ALM (2015)
Recognized, AV Preeminent 5.0 out of 5 Peer Review Rated, Peer Review Ratings, the highest rating for legal ability and ethical standards – Martindale-Hubbell
Recognized, American Bar Association Section of Litigation Outstanding Subcommittee Chair (2002-2003)

REPRESENTATIVE PUBLICATIONS

Do You Speak Emoji? – Headnotes, Dallas Bar Association – 04/2019 – Co-Author
Legal Malpractice Update – The Advocate – 07/2016 – Author
Defending the Corporate Deposition of the Law Firm Defendant – National Legal Malpractice Conference, American Bar Association, San Francisco, California – 09/2014 – Panel Member and Author
Settle and Sue Again: Strategies and Snares – National Legal Malpractice Conference, American Bar Association, New Orleans, Louisiana – 04/2013 – Panel Member and Author
ABA Model Rules in the Future of the Practice of Law – National Association of Bar Related Insurance Companies (NABRICO) Annual Conference, Austin, Texas – 10/2012
Where the Wild Things Are: An Update of Recent “Ethical” Decisions – Northern District of Texas Bankruptcy Bench/Bar Conference, Dallas, Texas – 05/2010 – Panel Member and Author
Case Law Developments in Legal Malpractice – American Bar Association’s Spring 2010 National Legal Malpractice Conference, Washington, DC – 04/2010 – Panel Member and Author
To Tell or Not to Tell: What Every Lawyer Should Know About Preserving Client Confidences – Dallas Bar Association Legal Ethics Committee Annual Evening Ethics Seminar, Dallas, Texas – 04/2006 – Speaker and Author
Winning Litigation Strategies on Admissibility, Causation and Other Procedural and Substantive Issues – National Forum on Lawyer’s Professional Liability and Legal Malpractice, Miami, Florida – 01/2005 – Panel Member
Reporting Up-And Maybe Out: SEC Issues Sweeping Attorney Conduct Standards, Defers “Noisy Withdrawal” Rule for 60 Days – American Bar Association Professional Liability Litigation @lert – 11/2003 – Author

REPRESENTATIVE SPEECHES

How to Tame the E-Discovery Beast: What You Need to Know to Stay out of Trouble – Dallas Bar Association, Business Litigation Section, 12/2017 – Moderator
Improper Woodshedding or Ethical Witness Preparation – Dallas Bar Association, Trial Skills Section/Ethics Committee – 10/2016 – Speaker