Justia Contracts Opinion Summaries

The Supreme Court affirmed the judgment of the court of appeals reversing the judgment of the trial court concluding that Petitioners (together, ETP) and Respondents (together, Enterprise) had created a partnership to market and pursue a pipeline project to transport crude oil from Oklahoma to the Gulf Coast, holding that Texas law permits parties to conclusively agree that, as between themselves, no partnership will exist unless certain conditions are satisfied.In three written agreements, the parties set forth their intent that neither party be bound to proceed with the project at issue until each company's board of directors had approved the execution of a formal contract and definitive agreements memorializing the terms and conditions of the transactions were executed and delivered. ETP later sued arguing the parties had formed a partnership to market and pursue a pipeline and that Enterprise breached its statutory duty of loyalty. The trial court entered judgment for ETP. The court of appeals reversed. The Supreme Court affirmed, holding (1) parties can conclusively negate the formation of a partnership through contractual conditions precedent; and (2) the parties did so as a matter of law in this case, and there was no evidence that Enterprise waived the conditions. View "Energy Transfer Partners, LP v. Enterprise Products Partners, LP" on Justia Law

In this case examining whether the former version of the Texas Citizens Participation Act (TCPA) applies to certain counterclaims alleged in a dispute over an oil and gas lease the Supreme Court affirmed in part and reversed in part the judgment of the court of appeals dismissing all the counterclaims in this case, holding that the court of appeals properly dismissed one counterclaim but erred in dismissing the remaining counterclaims.At issue was whether each counterclaim was "based on, relates to, or is in response to" the "exercise of the right of free speech" or the "exercise of the right to petition," as defined by the governing statutory text. See Tex. Civ. Prac. & Rem. Code 27.003(a). The Supreme Court held (1) certain communications to third parties about an oil and gas lease allegedly involving the exercise of free speech, on which some of the counterclaims were based, were not covered by the TCPA because they did not relate to a matter of public concern under the TCPA, and therefore, the court of appeals erred in dismissing these counterclaims; and (2) the court of appeals correctly disposed of the "right to petition" counterclaim. View "Creative Oil & Gas, LLC v. Lona Hills Ranch, LLC" on Justia Law

The Supreme Court affirmed the decision of the court of appeals affirming the judgment of the trial court declining to compel arbitration of class claims under the parties' agreement in this case, holding that the lower courts applied the correct legal standards in declining to compel class arbitration.This arbitration dispute between homeowners and their home warranty company evolved into a putative class action complaining about releases the warranty allegedly demanded before making covered repairs. Plaintiffs demanded arbitration, asserting that Defendant was required to arbitrate the class claims under the arbitration provisions in the warranty. The trial court granted Defendant's motion to dismiss, concluding that the question of whether the parties agreed to class arbitration was a question of arbitrability for the court to make and that the warranty agreement did not permit class arbitration. The court of appeals affirmed. The Supreme Court affirmed, holding (1) arbitratibility of class claims is a gateway issue for the court unless the arbitration agreement clearly and unmistakably expresses a contrary intent; (2) an agreement to arbitrate class claims cannot be inferred from silence or ambiguity, but rather, an express contractual basis is required; and (3) the lower courts correctly determined that Defendant was not bound to arbitrate Plaintiffs' putative class claims. View "Robinson v. Home Owners Management Enterprises, Inc." on Justia Law

The Supreme Court affirmed in part and reversed in part the judgment of the court of appeals in this insurance dispute, holding that an insurer's payment of an appraisal award bars an insured's breach of contract claim and bad faith claims but that an insured may proceed on his claim under the Texas Prompt Payment of Claims Act, Tex. Ins. Code chapter 542.Insured sued Insurer for breach of contract, violations of the Prompt Payment Act, and statutory and common law bad faith insurance practices. Insurer filed a motion to compel appraisal, which the trial court granted. Insurer then filed a motion for summary judgment, arguing that its payment of the appraisal award resolved all claims in the lawsuit. The trial court granted the motion. The court of appeals affirmed. The Supreme Court affirmed, holding (1) the payment barred Insured's breach of contract claim premised on failure to pay the amount of the covered loss; (2) the payment barred Insured's bad faith insurance practices claims to the extent the only actual damages sought were lost policy benefits; and (3) in accordance with today's decision in Barbara Technologies Corp. v. State Farm Lloyds, __ S.W.3d __ (Tex. 2019), Insured may proceed on his claim under the Prompt Payment Act. View "Ortiz v. State Farm Lloyds" on Justia Law

In this case arising from an offer to purchase an assignment of a farmout that fell through the Supreme Court affirmed the judgment of the court of appeals concluding that Plaintiff could not prevail on its breach of contract claim or fraud claim as a matter of law, holding that, as a matter of law, both claims failed.The trial court granted judgment in favor of Plaintiff on its claims. The court of appeals reversed, holding (1) Plaintiff's breach of contract claim failed as a matter of law because the contract's consent-to-assignment provision unambiguously gave Defendant an unqualified right to refuse to consent, and (2) Plaintiff's fraud claim failed as a matter of law because Plaintiff could not justifiably rely on an oral promise to do something that was addressed in the written contract. The Supreme Court affirmed, holding (1) Defendant could not have breached the contract as a matter of law because the plain language of the contract unambiguously entitled Defendant to withhold its consent to a proposed assignment; and (2) where the written terms of the contract controlled Plaintiff could not justifiably rely on an oral statement. View "Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc." on Justia Law

The Supreme Court reversed the decision of the court of appeals reversing the judgment of the trial court awarding specific performance to Pathfinder Oil & Gas, Inc., which claimed a twenty-five percent working interest in certain mineral leases under a letter agreement that Great Western Drilling Ltd. claimed was unenforceable, holding that Pathfinder was entitled to specific performance.On the day before trial, the parties stipules that only certain issues would be submitted to the jury and that favorable jury findings would entitle Pathfinder to specific performance instead of money damages. The jury charge included only the specifically enumerated jury issues, and the jury answered those issues in favor of Pathfinder. The trial court awarded specific performance as provided by the parties' agreement. The court of appeals reversed and rendered a take-nothing judgment, holding that specific performance was unavailable without a jury finding that Pathfinder was "ready, willing, and able" to perform its obligations under the contract. The Supreme Court reversed, holding that, through the stipulation, Great Western waived the right to insist on any other fact findings that might otherwise have been required to entitle Pathfinder to specific performance. View "Pathfinder Oil & Gas, Inc. v. Great Western Drilling, Ltd." on Justia Law

The Supreme Court reversed the judgment of the court of appeals in part and rendered judgment dismissing Plaintiff's claims that a governmental entity breached a contractual promise to make a good faith effort to obtain authorization for a higher payment than the parties' written contract required the entity to make, holding that governmental immunity applied and that chapter 271 of the Texas Local Government Code did not waive the entity's immunity.Vizant Technologies sued the Dallas-Fort Worth International Airport Board for, inter alia, breach of contract, alleging in part that the Board failed to make a promised good-faith effort to authorize increased compensation than that set forth in the parties' contract. The Board filed a plea to the jurisdiction, asserting that governmental immunity barred Vizant's claims. The trial court denied the plea. The court of appeals affirmed the trial court's denial of the Board's plea against Vizant's breach of contract claim, holding that, while governmental immunity applied, chapter 271 of the Texas Local Government Code waived the Board's immunity against that claim. The Supreme Court reversed, holding that governmental immunity barred all of Vizant's claims against the Board and that chapter 271 did not waive that immunity. View "Dallas/Fort Worth International Airport Board v. Vizant Technologies, LLC" on Justia Law

In this breach of contract case filed by Employees against Employer, the Supreme Court reversed the judgment of the court of appeals affirming the trial court and rendered judgment that Employees taking nothing, holding that there was not legally sufficient evidence that would have allowed reasonable, fair-minded people to find that Employer and Employees impliedly agreed to change the compensation of Employees from payment based on hours worked to fixed annual salaries.Employees were four nurses who worked for McAllen Hospitals, L.P. (Employer). Employees were paid based on the hours they worked. In their lawsuit against Employer, Employees alleging that Employer had promised to pay them annual salaries and had breached that agreement. The jury found that the parties had agreed Employees would receive a fixed amount of pay and that Employer breached that agreement. The court of appeals affirmed. The Supreme Court reversed, holding that the evidence was legally insufficient to support the jury's finding that Employer agreed to pay Employees a fixed salary. View "McAllen Hospitals, LP v. Lopez" on Justia Law

The Supreme Court affirmed the judgment of the court of appeals finding that Petitioner waived the argument that his contractual waiver of the statute of limitations was void as against public policy, holding that the court of appeals erred in declining to reach Petitioner's argument but that, when the enforceable portions of Petitioner's contractual waiver were applied, limitations did not bar Respondent's suit against Petitioner.Petitioner guaranteed a loan secured by real property. When the borrower defaulted, Respondent Wells Fargo Bank, N.A.'s successor foreclosed on the real property securing the loan. After purchasing property at a foreclosure sale Respondent sued Petitioner to recover the deficiency. Petitioner moved for summary judgment, arguing that Respondent's claim was barred by the two-year statute of limitations for deficiency claims. Respondent moved for partial summary judgment on the grounds that Petitioner waived Tex. Prop. Code 51.003's statute of limitations when he signed the guaranty agreement. The trial court granted summary judgment for Respondent. The court of appeals affirmed, holding that Petitioner waived his public policy argument. The Supreme Court affirmed, holding (1) Petitioner contractually waived the two-year statute of limitations and that a four-year statute of limitations applied to Respondent's claims; and (2) because Respondent sued Petitioner within that four-year period, limitations did not bar the suit. View "Godoy v. Wells Fargo Bank, N.A." on Justia Law

The Supreme Court held that, under David v. Inwood North Professional Group-Phase I, 747 S.W.2d 373 (Tex. 1988), a tenant can terminate a commercial lease contract for the landlord's prior material breach and that the evidence offered to prove attorney's fees in this case was insufficient for fee-shifting awards.After terminating its lease early and vacating the premises while still owing unpaid rent a commercial tenant (Tenant) sued Landlord for breach of contract and breach of the implied warranty of suitability and also sought a declaratory judgment. The jury found that Landlord materially breached the lease agreement first, Landlord breached the implied warranty of suitability, and Tenant had the right to terminate the lease agreement. The trial court awarded Tenant attorney's fees. The court of appeals affirmed. After explaining the prevailing party's evidentiary burden and the standard for shifting reasonable and necessary attorney's fees to the non-prevailing party, the Supreme Court reversed the court of appeals' judgment as to the attorney's fee award but otherwise affirmed, holding (1) a commercial tenant can terminate a commercial lease based on the landlord's prior material breach; but (2) the evidence used to prove attorney's fees was not legally sufficient to support the fee award. View "Rohrmoos Venture v. UTSW DVA Healthcare, LLP" on Justia Law