Justia Contracts Opinion Summaries

Most of the employees at a La Porte unit (“Unit”) of E. I. du Pont de Nemours and Company (“DuPont”) were covered by a collective bargaining agreement (“CBA”). When DuPont announced plans to spin off part of its operations, including the Unit, into a wholly owned subsidiary, DuPont Textiles and Interiors (“DTI”), almost all of the Unit employees moved to DTI, even though the CBA gave the employees the right to transfer to other DuPont jobs. DuPont subsequently sold DTI to Koch Industries, which reduced the former DuPont employees’ compensation and retirement benefits. Several of the former DuPont employees sued DuPont for fraudulently inducing them to terminate their employment and accept employment with DTI by misrepresenting that DTI would not be sold. The Fifth Circuit Court of Appeals certified questions of law to the Texas Supreme Court, which answered by holding (1) at-will employees cannot bring an action against their corporate employer for fraud that is dependent on continued employment; and (2) employees covered under a cancellation-upon-notice CBA that limits the employer’s ability to discharge its employees only for just cause cannot bring Texas fraud claims against their employer based on allegations that the employer fraudulently induced them to terminate their employment. View "Sawyer v. E.I. du Pont de Nemours & Co." on Justia Law

Respondents filed claims against Petitioners relating to certain oil and gas ventures. At issue in this case was Respondents’ assignment claim, which an involved an agreement between Respondents and Petitioners for Respondents to pay a portion of drilling and operating costs in exchange for an assignment of a partial working interest in producing wells. After a bench trial, the trial court largely ruled for Respondents and awarded them $35,000 in attorney’s fees. The Supreme Court modified Respondents’ recovery on appeal and remanded for the trial court to redetermine the attorney’s fee award. On remand, the trial court awarded Respondents $30,000 in attorney’s fees. The Supreme Court reversed, holding that no legally sufficient evidence supported the amount of the attorney’s fee award because Respondents offered no evidence of the time expended on particular tasks as required via the lodestar method. Remanded. View "Long v. Griffin" on Justia Law

In this oil and gas billing dispute, Plaintiffs sued Defendant for, inter alia, breach of a joint operating agreement. Defendant counterclaimed and prevailed on its counterclaim. The trial court awarded Defendant prejudgment interest, but the court of appeals remanded to recalculate prejudgment interest. On remand, the trial court determined that the record had to be reopened, but rather than obtain the additional evidence, Plaintiff waived its claim for prejudgment interest. The trial court then awarded Defendant postjudgment interest from the date of its original, erroneous judgment. The court of appeals affirmed. The Supreme Court affirmed, holding (1) the trial court did not abuse its discretion in determining that new evidence was needed; but (2) because the remand necessitated reopening the record for additional evidence, postjudgment interest must accrue from the final judgment date rather than the original judgment date. Remanded. View "Long v. Castle Tex. Prod. Ltd. P'ship" on Justia Law

Crosstex Energy Services, LP hired Pro Plus, Inc. as the principal contractor to construct a natural gas compression station. Crosstex sued Pro Plus after an explosion occurred at the station, causing $10 million in property damage. The parties entered an agreement to move expert designation dates beyond the limitations period, but after limitations ran, Pro Plus filed a motion to dismiss because Crosstex had not filed a certificate of merit with its original petition as required by Tex. Civ. Prac. & Rem. Code Ann. 150.002. The trial court denied the motion and granted Crosstex an extension to file the certificate. The court of appeals reversed. The Supreme Court affirmed, holding (1) the court of appeals did not err in asserting jurisdiction over Pro Plus’s interlocutory appeal of the extension order; (2) section 150.002’s “good cause” extension is available only when a party filed suit within ten days of the end of the limitations period, and therefore, Crosstex could not claim protection from the good cause extension; and (3) a defendant’s conduct can waive the plaintiff’s certificate of merit requirement, but Pro Plus’s conduct did not constitute waiver. View "Crosstex Energy Servs. L.P. v. Pro Plus, Inc." on Justia Law

When Tyco Valves & Controls, L.P. decided to close one of its facilities located in Houston, Tyco offered certain employees retention agreements providing that, if the employees remained with the company through the facility’s closure, they would receive severance payments in the event they were not offered comparable employment with Tyco. After Tyco sold one of the production units located in the facility to another company, Plaintiffs, several former employees who had worked in that unit and been denied severance, filed a breach of contract action against Tyco. The trial court ruled in favor of the employees and awarded the severance pay. The court of appeals reversed. The Supreme Court affirmed, holding that the Employee Retirement Income and Security Act of 1974 preempted Plaintiffs’ breach-of-contract claims. View "Arsenio Colorado v. Tyco Valves & Controls, L.P." on Justia Law

An Insured obtained an insurance policy to reimburse its expenses in regaining control of an oil well in the event the well blew out. The well subsequently blew out and caught fire. The Insured represented to the Insurer that it owed 100 percent working interest in the well, andthe Insurer paid claims accordingly. After the Insurer discovered that the Insured might have possessed less than 100 percent working interest in the well, the Insurer filed a lawsuit for a return of its payments under breach of contract and equity claims. The court of appeals entered summary judgment in favor of the Insurer on its equity claims, but a different court of appeals overturned the prior rulings, concluding that the Insurer had no equitable right to reimbursement. The Supreme Court agreed with the court of appeals that the Insurer could not proceed on its equity claims but for different reasons, holding that because the insurance contract addressed the Insured’s conduct, the Insurer could not rely on its equity claims. Remanded to the court of appeals to address the contract claims. View "Gotham Ins. Co. v. Warren E&P, Inc." on Justia Law

TXU Portfolio Management Company (TXU) entered into a contract with FPL Energy, LLC to receive electricity and renewable energy credits (RECs) from wind farms owned by FPL. After FPL failed to provide the electricity and RECs, TXU filed a breach of contract action against FPL. FPL counterclaimed, arguing that TXU failed to provide it with sufficient transmission capacity. The trial court granted two partial summary judgments declaring (1) the contracts required TXU to provide transmission capacity, and (2) the contracts’ liquidated damages provisions were unenforceable. After a jury trial on the remaining issues, the trial court entered take-nothing judgments for both parties. The court of appeals reversed both summary judgment rulings. The Supreme Court (1) affirmed the court of appeals’ holding that TXU owed no contractual duty to provide transmission capacity; but (2) reversed the portion of the court of appeals’ judgment regarding liquidated damages, holding that the liquidated damages provisions applied only to RECs and were unenforceable as a penalty. Remanded for a determination of damages. View "FPL Energy, LLC v. TXU Portfolio Mgmt. Co., L.P." on Justia Law

Mike Richey sold his interest in Richey Oilfield Construction, Inc. to Nighthawk Oilfield Services, Ltd. Richey remained employed as president of Richey Oil and became a limited partner in Nighthawk. The primary agreements regarding the transaction were a stock purchase agreement, an agreement for the purchase of Richey Oil’s goodwill, and a promissory note. Each of the acquisition agreements contained a forum selection clause naming Tarrant County as the venue for state court actions. When the business did not go as well as the parties had hoped, Richey filed suit in Wise County, where Richey resided, against two Nighthawk executives (together, Relators) for, among other claims, breach of fiduciary duty, common law fraud, statutory fraud, and violations of the Texas Securities Act. Relators responded by unsuccessfully moving the trial court to transfer venue to Tarrant County or dismiss the suit pursuant to the mandatory venue selection clauses in the acquisition agreements. Relators subsequently sought mandamus relief. The Supreme Court conditionally granted relief, holding that the trial court abused its discretion by failing to enforce the forum selection clauses in the acquisition agreements. View "In re Fisher" on Justia Law

A commercial tenant (Tenant) remained in possession of property for over ten years after Tenant lost its lease when the property was sold through foreclosure. The new owner (Owner) continually insisted that Tenant vacate the premises, and Tenant ultimately conceded that it had become a tenant at sufferance. Owner filed suit against Tenant, alleging claims for breach of the terminated lease, for trespass and other torts, and for violations of the Texas Deceptive Trade Practices-Consumer Protection Act (DTPA). The trial court entered summary judgment for Tenant on all claims. The court of appeals reversed and remanded in part. The Supreme Court affirmed in part and reversed and remanded in part, holding (1) a tenant at sufferance cannot be liable for breach of a previously terminated lease agreement; (2) a tenant at sufferance is trespassing and can be liable in tort, including tortious interference with prospective business relations; (3) Tenant in this case could not be liable under the DTPA; and (4) Owner in this case could not recover attorney’s fees under the Texas Uniform Declaratory Judgments Act. View "Coinmach Corp. v. Aspenwood Apartment Corp." on Justia Law

Ewing Construction Company entered into a contract with a school district to serve as general contractor on a project. The school district later filed suit against Ewing for faulty construction. Ewing tendered defense of the underlying suit to Amerisure Insurance Company, Ewing's insurer under a commercial package policy that included commercial general liability coverage. Amerisure denied coverage, and Ewing filed suit in federal district court seeking a declaration that Amerisure breached its duty to defend and indemnify Ewing for damages awarded in the underlying suit. The district court granted summary judgment for Amerisure, concluding that the policy’s contractual liability exclusion applied to exclude coverage because Ewing assumed liability for its own construction work pursuant to the contract such that it would be liable for damages arising out of its defective work. On appeal, the court of appeals certified questions to the Texas Supreme Court, which answered that “a general contractor that enters into a contract in which it agrees to perform its construction work in a good and workmanlike manner, without more specific provisions enlarging this obligation, does not ‘assume liability’ for damages arising out of the contractor’s defective work so as to trigger the contractual liability exclusion.” View "Ewing Constr. Co., Inc. v. Amerisure Ins. Co." on Justia Law