Carol Payne

Member

Direct Dial: 214.599.4007
Mobile: 214.546.3661
cpayne@estesthornecarr.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, 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 to determining 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.

Experience and Expertise

Business Litigation

• Defended 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 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 owner’s representative in suit involving alleged design and construction defects in automobile dealership.
• Defended 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 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 post-answer default judgment of over $3 million against a lender in a breach-of-contract action and obtained jury verdict against the borrower for the unpaid balance of the loan and attorneys' fees.
• Represented commercial landlord in a lease dispute against Microsoft Corporation, resulting in favorable settlement.  TriNet Corporate Realty Trust Inc. v. Microsoft Corp., 2004 WL 1217936 (N.D. Tex. 2004).
• Obtained summary judgment on behalf of an international soft-drink company in 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 energy generation and gas pipeline company in a complex $140 million subrogation dispute.
• Defended private-equity fund from suit by 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 "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 large Florida law firm against bet-the-firm suit alleging malpractice in patent infringement litigation.
• Defended "Am Law 100" law firm against allegations of malpractice in connection with the prosecution of patent applications related to digital video recorders.
• Obtained summary judgment on all claims for an out-of-state regional law firm in 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 summary judgment, which was affirmed on appeal, in 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 "Am Law 100" law firm against breach-of-fiduciary-duty and conflict-of-interest allegations made by former executives of cosmetic company.
• Defeated 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.   See 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 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.

Education And Certifications

J.D., Baylor Law School, with honors (1993)

• Senior Notes & Comments Editor, Baylor Law Review
• Baylor's ABA Moot Court Team
• Baylor's National Mock Trial Team
• National 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)

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

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, NAMWOLF (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)

Prior Work Experience

Partner, Vinson & Elkins LLP, Dallas (2002-2012) Trial Section

Associate, Vinson & Elkins LLP, Dallas, (1999-2001) Trial Section

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)

Professional Achievements

Recognized, Lawdragon 500 Leading Litigators (2023)

Recognized, Best Lawyers in America® in Commercial Litigation, Woodward/White, Inc. (2006-2023)

Recognized, Best Lawyers in America® in Legal Malpractice Law - Defendants, Woodward/White, Inc. (2020-2022)

Recognized, Best Lawyers in America® in Litigation - Construction, Woodward/White, Inc. (2019-2022)

Recognized, Texas Super Lawyer, Thomson Reuters , as published in Texas Monthly  (2014-2022)

Recognized, Top 50: Women Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2016-2019, 2021)

Recognized, Top 100: Texas Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2018)

Recognized, Top 100: Dallas/Ft. Worth Super Lawyers, Thomson Reuters, as published in Texas Monthly (2017-2019, 2021)

Recognized, Best Lawyers in Dallas, as published in D Magazine (2017-2023)

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, ABA 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 – 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