December 28, 2012

JUDGMENT The Fourteenth Court of Appeals TEXAS STANDARD OIL & GAS, L.P., GRIMES ENERGY CO., AND PETROVAL, INC, Appellants NO. 14-11-00125-CV V. FRANKEL OFFSHORE ENERGY, INC., Appellee ________________________________ This cause, an appeal from the Amended Final Judgment, signed December 8, 2010, was heard on the transcript of the record. We have inspected the record and find error in the judgment.

We order that the portion of Paragraph D.1. of the Amended Final Judgment in which the trial court ordered rescission of the “Settlement Agreement and Release of All Claims” between Frankel Offshore Energy, Inc., Texas Standard Oil & Gas, L.P., Grimes Energy Co., and PetroVal, Inc. is REVERSED.

We order that the portion of Paragraph D.4. of the Amended Final Judgment in which the trial court ordered that Frankel Offshore Energy, Inc. recover $1,359,643.55 from Grimes Energy Co., $1,970,959.73 from PetroVal, Inc., and $679,571.78 from Texas Standard Oil & Gas, L.P., as equitable disgorgement for their breach of fiduciary duties is REVERSED.

We order that the entire Paragraph D.6. of the Amended Final Judgment is REVERSED.

We RENDER judgment denying Frankel Offshore Energy, Inc.’s request for rescission of the “Settlement Agreement and Release of All Claims” between Frankel Offshore Energy, Inc., Texas Standard Oil & Gas, L.P., Grimes Energy Co., and PetroVal, Inc. and ordering that Frankel Offshore Energy, Inc. take nothing on its request for equitable disgorgement.

Further, we find no error in the remainder of the Amended Final Judgment and order it AFFIRMED.

We order Texas Standard Oil & Gas, L.P., Grimes Energy Co., and PetroVal, Inc., jointly and severally, to pay twenty-five percent of the total costs of the appeal and Frankel Offshore Energy, Inc. to pay seventy-five percent of the total costs of the appeal. We further order this decision certified below for observance.