Carol C. Payne

Practice Areas

Commercial & Business Litigation
Temporary Restraining Orders & Temporary Injunctions
Professional Liability
Legal Malpractice & Legal Ethics
Disqualification Disputes
Appellate

Practice Emphasis

Carol helps businesses and individuals solve their commercial legal problems, everything from addressing disputes before a lawsuit is filed to aggressively pursuing full-blown litigation and trials. A lawyer for more than 20 years, Carol is experienced, creative, tough and prepared. She understands the importance of each case to her clients, and she approaches each case with the same focus, intensity, determination and sheer will to win that has served her well since the beginning. As a former big-firm lawyer, she knows how to provide high-quality legal services, but through a small-firm boutique platform that emphasizes personal service, responsiveness, and value.

Carol handles a wide variety of business-related disputes in state and federal courts, in Texas and around the country, including contract claims, real estate matters, lender/borrower disputes, fraud and other business torts, construction and energy-related matters. She also has significant experience representing lawyers and law firms, and she has successfully litigated and defended lawsuits for professional negligence, breach of fiduciary duties, fraud, and disqualification.

Before joining Estes Thorne & Carr, Carol was a litigation partner for almost 10 years with Vinson & Elkins. She has been listed in The Best Lawyers in America® in commercial litigation every year since 2006, and she was recognized in 2016, 2017, 2018, 2019, and 2021 as a member of the Top 50 Texas Women Super Lawyers. She is a former Chair of the American Bar Association Section of Litigation’s Professional Liability Litigation Committee. Carol has also been a member of the Texas State Bar's Standing Committee on the Disciplinary Rules of Professional Conduct, which makes recommendations to the Texas Supreme Court.

Education and Certifications

J.D., Baylor Law School (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., University of Texas at Austin, with honors (1986)

B.B.A., University of Texas at Austin (1987)

Representative Experience 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).
• Defended out-of-state regional law firm against multiple lawsuits in state and federal courts around the country for legal malpractice and breach of fiduciary duties in connection with the issuance of tax opinion letters related to transactions later deemed to be abusive tax shelters by the IRS.
• 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 litigation matter 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.

Business Litigation

• Defended real estate developer and related entities against multimillion dollar fraud and other 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 and related entities against multiple suits by lenders and bondholders in Alabama and Texas 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 meat-packing company against allegations of improper alteration of export certificates in a qui tam action under the False Claims Act, ultimately resulting in a “truly pyrrhic victory” for the relator, who, after ten years of litigation, was able to prove actual damages to the government of only $107, and was required to pay substantial costs incurred by defendants. 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).

Energy-Related Litigation

• Obtained a favorable settlement for energy generation and gas pipelines 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 pa