Justia Contracts Opinion Summaries

The Supreme Court affirmed in part and reversed in part the judgment of the court of appeals reducing the consequential damages awarded by the jury in this breach of contract action, holding that neither the jury's award of $56.3 million nor the court of appeals' reduced allowance of $12.4 million could stand.After a trial, a jury found Defendant breached a contract with Plaintiff by failing to pay $2.4 million as promised. The jury awarded $2.4 million as direct damages and then added more than twenty times that amount in consequential damages. The court of appeals reversed in part, concluding that consequential damages were authorized in the amount of $12.4 million. The Supreme Court reversed in part and affirmed in part and rendered judgment that Plaintiff take nothing on its claim for consequential damages and reducing Plaintiff's recovery of direct damages, holding (1) legally insufficient supported the award of consequential damages; (2) the direct damages award is reversed in part; and (3) the court of appeals properly rejected Defendant's indemnification claim and its rendition of judgment against co-plaintiff Jeffry Ogden. View "Signature Industrial Services, LLC v. International Paper Co." on Justia Law

The Supreme Court held that no contract to settle a debt was formed in this case, that the implied-revocation doctrine is not constrained to real-property transactions, and that the settlement offer was impliedly revoked when the offeror assigned the underlying judgment.At issue in this contract dispute was whether a purported offer to settle a debt for a reduced sum was accepted before it was revoked. The issue's resolution turned on the parameters of the doctrine of implied revocation adopted by the Supreme Court in Antwine v. Reed, 199 S.W.2d 482 (Tex. 1947). The trial court granted summary judgment against the offeree. The court of appeals reversed. The Supreme Court reversed, holding (1) the implied-revocation doctrine is not limited to offers involving the sale of land; and (2) the settlement offer in this case was impliedly revoked when the offeror assigned the underlying judgment to a third party for collection and the assignee gave the offeree a copy of the assignment agreement before the offeree accepted the settlement offer. View "Angel v. Tauch" on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming the trial court's judgment entered upon a jury verdict awarding future damages of $50,000 for breach of a terminable-at-will rental contract, holding that no evidence supported the amount awarded by the jury.The jury in this case found that Pura-Flo breached its indefinite agreement to make monthly rental payments to Donald Clanton and failed to find that Pura-Flo had terminated the contract. The jury awarded $19,500 in past losses and future damages of $50,000. The court of appeals affirmed. The Supreme Court reversed, holding that both the fact and amount of future damages lacked reasonable certainty. View "Pura-Flo Corp. v. Clanton" on Justia Law

The Supreme Court granted in part mandamus relief sought by an insurance carrier from the trial court's order compelling the deposition of the carrier's corporate representative, holding that, under the circumstances, the insured was entitled to depose the carrier's corporate representative on certain matters, but some of the noticed deposition topics exceeded the narrow permissible scope of such a deposition.Frank Wearden, the insured, was involved in an accident and sued USAA General Indemnity, the insurance carrier, for breach of contract and a declaratory judgment seeking to recover benefits under his policy's uninsured/underinsured motorist provisions. Wearden served a notice of intent to take the oral deposition of a USAA corporate representative, listing certain areas the deposition would cover. USAA filed a motion to quash the deposition notice. The trial court denied the motion. The Supreme Court granted mandamus relief, holding (1) the discovery rules did not categorically prohibit the deposition of USAA's corporate representative; (2) the proper subject matter of the deposition is limited to the issues in dispute and may not intrude into matters that are privileged or are beyond the scope of those issues; and (3) with respect to Wearden's deposition topics exceeding that proper scope, the trial court abused its discretion in denying USAA's motion to quash. View "In re USAA General Indemnity Co." on Justia Law

The Supreme Court reversed the decision of the court of appeals affirming the judgment of the trial court concluding that service on WWLC Investment, LP by Sorab Miraki was not defective, holding that WWLC met its burden to prove lack of proper service.After WWLC had Miraki evicted, Miraki sued for breach of lease, fraud, and violations of the Texas Deceptive Trade Practices Act, Tex. Bus. & Com. Code ch. 17. Miraki accomplished substituted service by attaching a copy of the petition and citation to the front door of the home of an WWLC employee. When WWLC did not answer, Miraki took a default judgment against it. The court of appeals concluded that the trial court did not abuse its discretion in finding that service on WWLC was not defective. The Supreme Court reversed, holding that WWLC demonstrated that it was not properly served. View "WWLC Investment, LP v. Miraki" on Justia Law

The Supreme Court affirmed the judgment of the court of appeals concluding that Petitioners (collectively, BPX) were not entitled to summary judgment on the issue of whether Margaret Strickhausen impliedly ratified an unauthorized pooling agreement, holding that BPX did not establish implied ratification as a matter of law.BPX was a lessee of Strickhausen's mineral interest. The lease required BPX to obtain Strickhausen's express written consent before pooling her tract with others. Strickhausen never gave express written consent to BPX, which meant that BPX could not pool "under any circumstances." Strickhausen sued BPX for breach of contract, among other claims, after BPX filed a certificate of pooling authority for a well on her tract. BPX filed a motion for summary judgment, arguing that Strickhausen impliedly ratified the pooling because she accepted royalty payments calculated on a pooled basis. The trial court granted an interlocutory summary judgment for BPX on Strickhausen's wrongful pooling, commingling, and failure to account claims. The court of appeals reversed. The Supreme Court affirmed, holding that summary judgment for BPX on the issue of implied ratification was improper. View "BPX Operating Co v. Strickhausen" on Justia Law

The Supreme Court reversed the judgment of the court of appeals affirming the decision of the trial court denying Aerotek, Inc.'s motion to compel arbitration, holding that an alleged signatory's simple denial that he signed the record was insufficient to prevent attribution of an electronic signature to him.Plaintiffs, four individuals, were hired by Aerotek to work as contractors on a construction project. After all four were terminated, they sued Aerotek and others for racial discrimination and retaliation. Aerotek moved to compel arbitration based on an online-only hiring application that each employee had completed. Plaintiffs opposed the motion, arguing that they had completed the online hiring application but denying that they had ever seen or signed a mutual arbitration agreement (MAA) within the application. The trial court denied the motion to compel arbitration. The court of appeals affirmed, rejecting Aerotek's argument that it had conclusively established the validity of the MAAs. The Supreme Court reversed, holding (1) Aerotek conclusively established that Plaintiffs signed, and therefore consented to, the MAAs; and (2) therefore, the trial court erred in denying Aerotek's motion to compel arbitration. View "Aerotek, Inc. v. Boyd" on Justia Law

In this case involving the scope of the attorney-immunity defense, the Supreme Court held that attorney immunity applies in all adversarial contexts in which an attorney has a duty to zealously represent a client, including in a business-transactional context, but only when the claim against the attorney is based on the type of conduct attorney immunity protects.At issue was whether the attorney-immunity defense applies to a non-client's claims that are based on an attorney's conduct performed outside of the context of litigation. The court of appeals reversed the trial court's summary judgment in this case, concluding that attorney immunity does not extend beyond the litigation context and should not be extended to a business transaction. The Supreme Court reversed, holding (1) attorney immunity provides a defense to a non-client's claims based on an attorney's conduct that constitutes the provision of legal services involving the unique office of an attorney and the conduct that the attorney engages in to fulfill the attorney's duties in representing the client within an adversarial context in which the client and the non-client do not share the same interests; and (2) attorney immunity applies to claims based on conduct the attorney performed in a non-litigation context so long as the conduct qualifies as this "kind" of conduct. View "Hayes & Boone, LLP v. NFTD, LLC" on Justia Law

The Supreme Court affirmed the determination of the court of appeals that the Uniform Declaratory Judgments Act (UDJA), Tex. Civ. Prac. & Rem. Code 37.001-.011, can be used to establish an insurance carrier's liability for benefits under an underinsured motorist (UIM) policy, holding that a declaratory judgment action can be used for this purpose.On appeal, the Insurer argued that Insured's use of the UDJA to determine Insured's contract rights and to seek attorney's fees in the UIM case impermissibly dodged the Supreme Court's decision in Brainard v. Trinity Universal Insurance Co., 216 S.W.3d 809 (Tex. 2006). The court of appeals affirmed. The Supreme Court affirmed as well, holding (1) a declaratory judgment in the instant case was the proper remedy for resolving this contractual dispute; and (2) attorney's fees may be recovered under the UDJA under the circumstances. View "Allstate Insurance Co. v. Irwin" on Justia Law

The Supreme Court declined to issue mandamus relief to compel Commissioner George P. Bush, head of the General Land Office, to refer the City of Galveston's claim that that the Land Office owed reimbursement to the City, holding that the City was not entitled to mandamus relief.The dispute in this case arose from a block grant contract that required the City to administer federal disaster relief funds. The City hired a private contractor to do some of the work, and the private contractor later sued the City for alleged amounts owed under the parties' contract. After the City settled with the private contractor it filed a claim for reimbursement from the Land Office for the settlement amount paid by the City. Bush refused to refer the City's claim to the State Office of Administrative Hearings for an administrative law judge to hear it. The City brought this action asking that the Supreme Court exercise its original mandamus jurisdiction over state officials to compel Bush to refer the claim. The Supreme Court denied the petition for a writ of mandamus, holding that where, as part of the settlement, the City agreed not to sue Bush in any "related proceeding," mandamus relief was precluded. View "In re City of Galveston, Texas" on Justia Law