Opinion
NO. 01-19-00264-CV
04-23-2020
JOHN QUINTEN GREENVILLE, Appellant v. RICHARD B. BILLS, Appellee
On Appeal from the 212th District Court Galveston County, Texas
Trial Court Case No. 17-CV-1338
MEMORANDUM OPINION
Following a failed commercial real estate transaction, appellant, John Quinten Greenville, sued appellee, Richard B. Bills, for breach of contract, fraud, statutory fraud, and unjust enrichment. After a bench trial, the trial court rendered judgment against Greenville and ordered that he take nothing on his claims. In two issues, Greenville challenges the sufficiency of the evidence supporting the trial court's adverse finding on the breach element of his breach-of-contract claim and contends that the trial court erred in concluding that the parties' contract constituted a "contract for deed."
We affirm.
Background
At the time of the events, Greenville was a real estate broker licensed by the Texas Real Estate Commission. Bills was a middle-school teacher. At some point prior to 2013, Bills's father retained Greenville to sell a 5.67-acre tract of commercial property, located at 2801 Calder Drive, in League City, Texas (the "Property"). In 2013, Bills's father passed away. A probate court issued a Judgment Declaring Heirship, naming Bills as his father's sole heir, and appointed Bills as the administrator of the estate. Shortly thereafter, Greenville contacted Bills and inquired about purchasing the Property.
On July 11, 2014, the parties met in Greenville's office, where Greenville drafted, and the parties executed, a "Commercial Contract - Improved Property" (the "Contract"). It is undisputed that Greenville was aware that Bills did not yet have a deed to the Property in his name.
Pursuant to the Contract, Bills "agree[d] to sell and convey to" Greenville, and Greenville "agree[d] to buy," the Property for a sales price of $225,000.00. Greenville agreed to pay $500.00 "at closing," and Bills agreed to provide Greenville with seller financing, as follows:
4. FINANCING: [Greenville] will finance the portion of the sales price . . . as follows:
. . . .
C. Seller Financing: The delivery of a promissory note and deed of trust from [Greenville] to [Bills] under the terms of the attached Seller Financing (TREC No 26-6) Addendum in the amount of $224,500.00.
Paragraph 7 of the Contract provided for a "feasibility period," granting Greenville a right to terminate the Contract "for any reason within 30 days after the effective date." Paragraph 24 provided that the "effective date" of the Contract "for the purpose of performance of all obligations" was to be "the date the escrow agent receipts this contract after all parties execute this contract." However, Paragraph 5 of the Contract, which governs earnest money and setting up escrow, is marked "N/A."
Paragraph 10 of the Contract, governing "Closing," provided that the sale was to close on July 11, 2014, which was the same date that the parties drafted and executed the Contract. Paragraph 10 further provided:
C. At closing, [Bills] will execute and deliver to [Greenville], at [Bills's] expense, a general . . . warranty deed. The deed must include a vendor's lien if any part of the sale price is financed. . . .
. . . .
E. At closing, [Greenville] will:
(1) pay the sales price in good funds acceptable to the escrow agent; [and]
. . .
(5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale.
F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses.And, "[i]f either party fail[ed] to close by the closing date, the non-defaulting party [was authorized to] exercise the remedies in Paragraph 15." The Contract terms included that time was of the essence and that the Contract "contain[ed] the entire agreement" and "may not be changed except in writing."
Paragraph 15, governing "Default," provided that, if Greenville failed to comply with the Contract terms, Bills could either terminate the Contract and "receive the earnest money, as liquidated damages and as [his] sole remedy," or "seek any other relief provided by law," except specific performance. If Bills defaulted, Greenville was authorized to terminate the Contract and receive a portion of the earnest money as liquidated damages, as his sole remedy, or to seek any other relief provided by law, including specific performance.
The parties attached to the Contract the "Seller Financing Addendum" referenced in Paragraph 4.C. above. The Addendum listed several items that, prospectively stated, were to be included in a Promissory Note ("Note"). These included that the Note was to be payable in monthly installments of $1,205.16, including interest, "beginning 35 days after the date of the Note, and continuing monthly thereafter for 36 months when the balance of the Note will be due and payable." Similarly, the Addendum provided that the Deed of Trust was to contain a provision authorizing Greenville to transfer the Property without Bills's consent.
The parties also attached, as Exhibit "B" to the Contract, a "Letter of Acknowledgement," also dated July 11, 2014, drafted by Greenville and signed by Bills, stating:
This letter is to serve as acknowledgment that I am submitting the attached contract to purchase your property at [address]. I believe that you could get more than the selling price I have offered if the property was marketed for a longer period of time. This letter also serves as notice that I may sell this property in the future for a profit. By accepting the attached offer, you relinquish all rights to any profits or earnings from the [Property].
As [a] Texas real estate broker, it is my fiduciary duty to maintain an ethical position . . . . Once the contract has been signed, I will no longer actively market the property. I will however present any offers from potential buyers that have spoken with me about the property and viewed the property prior to the date of this letter. I will present all offers from said prospects that are submitted before 5:00 PM on July 31, 2014.
In the event that an offer is received and becomes a valid contract that successfully closes, it is agreed that the attached contract will as act as a secondary back-up contract. Upon closing, the attached contract will be deemed as NULL & VOID.
In the event that the first prospect contract fails to successfully close, then the attached contract will become enforced [sic] and legally binding regardless of date.
By signing below, you agreed that you have all legal rights to sign a legally binding contract for the sale of the stated property. . . . Once all possible deficiencies are corrected, you agree to [sell] the stated property to [Greenville] under the same terms and conditions as the attached contract.
Exhibit "C" to the Contract is a list of "Special Provisions," also dated July 11, 2014 and which both parties signed, stating as follows:
1) Both parties agree to this form of contract to replace a contract for deed.
2) In the event a closing at a title company is necessary, both parties agree to pay their customary costs associated with the closing process as stated in Paragraph 13 of the [Contract].
3) Buyer agree[s] to file this contract with Galveston County no earlier than 8/1/2014.
4) Seller agrees to seller financing of $224,500.00 with the following terms:
A) Interest rate of 5%
B) Owner financing is [amortized] over 30 years/360 months
C) Owner agrees to finance for a 3 year term
D) Buyer pays $1205.16 monthly with first payment due 15 August 14
E) Buyer must pay an additional $10,000.00 to be split into 2 payments:
1) Payment 1: $5000.00 due by August 31, 2014
2) Payment 2: $5000.00 due by October 31,2014
F) Seller reserves the right to extend financing period after 36 months
. . . .
K) Seller reserves the right to foreclose after any single months payment is past 90 days late.
. . . .
7) Seller agrees to pay all taxes prior to August 1, 2014
8) Buyer agrees to pay all taxes after August 1, 2014
. . . .
10) Seller agrees that he is the rightful owner of the property, or is the executor of the estate, and has all legal rights to sell the property.
In conjunction with executing the Contract, Greenville paid Bills $500.00. It is undisputed that a title company was not involved in the transaction, that an escrow agent was not assigned, and that a formal closing never took place. It is further undisputed that Greenville did not make any payments on the Property in August, September, or October.
On October 8, 2014, Bills, as administrator of his father's estate, executed a special warranty deed, conveying the Property from the estate to himself. He recorded the deed on November 25, 2014. It is undisputed that Bills did not deliver to Greenville a general warranty deed with vendor's lien conveying the Property from Bills to Greenville.
Notwithstanding, over the course of the three-year term of the Contract, Greenville sent Bills various payments, some of which were partial or late. It is undisputed that, when the Contract expired on August 15, 2017, Greenville did not make the final balloon payment of $198,000.00.
It is further undisputed that Greenville did not pay ad valorem taxes on the Property as agreed. The record reflects that a taxing authority filed a delinquent-tax suit against Bills and Greenville, pertaining to tax years 2015, 2016, and 2017, seeking to foreclose on the Property.
On October 1, 2017, the Contract having expired, Bills executed a contract to sell the Property to S&P Investments, Inc. for $225,000.00. On October 19, 2017, S&P's earnest money and the contract were deposited with a title company.
On November 2, 2017, Greenville sued Bills for breach of contract, fraud, statutory fraud, and unjust enrichment, seeking rescission, damages, and specific performance. With respect to his breach-of-contract claim, Greenville alleged that, although he had "remained in compliance with his obligations" under the Contract, Bills had breached the Contract by failing, "at closing, . . . to provide a General Warranty Deed," pursuant to Paragraph 10. Greenville asserted that the failure to provide a deed, despite his having continued to make payments, rendered him unable to secure financing for the final balloon payment and proximately caused him damages. With respect to his common-law-fraud and statutory-fraud claims, Greenville alleged, as pertinent here, that Bills's "misrepresented that he would provide a deed." With respect to his claim for unjust enrichment, Greenville sought recovery of his payments.
S&P intervened in the suit, seeking a declaration that the Greenville/Bills Contract was no longer valid and that S&P's contract with Bills was valid.
At trial, Greenville testified that, although the Contract stated a closing date of July 11, 2014, the sale was to close once the parties "finished their obligations." In July 2014, Bills did not yet have a deed to the Property because the matter was still in probate. He testified that the parties "closed" on November 25, 2014, when Bills recorded the special warranty deed conveying the Property from his father's estate to himself. And, on that date, Greenville began making payments. He testified that he demanded a deed by text message to Bills but did not receive one. In sum, he paid $49,620.90 on the Contract. He admitted that, when the Contract expired on August 15, 2017, he was in default on payments and taxes, and that Bills gave him notice of default. He testified that he could not secure financing for the final balloon payment because Bills had failed or refused to provide him with a deed. After the Contract expired, Greenville sent Bills a proposed deed of trust, seeking to extend the Contract payment terms until November 2017, which Bills did not accept.
Bills testified that, pursuant to Paragraph 10 of the Contract, Greenville was to provide him with a promissory note and deed of trust, and he had not. Although Greenville requested a deed, Bills was unwilling to convey the Property to Greenville without security. He noted that there was never a closing at a title company. In addition, Greenville was to begin making payments in August 2014 and had not. And, thereafter, Greenville did not pay as agreed. Further, Greenville did not pay taxes due on the Property as agreed, which had resulted in a taxing authority filing a delinquent-tax suit, seeking to foreclose on the Property. Bills asserted that he was obligated to provide a deed conveying the Property only after Greenville made full payment. And, when the Contract expired on August 15, 2017, Greenville had an outstanding balance on the Contract of $209,251.12.
After trial, the trial court made numerous findings and conclusions, including that the Contract constituted a contract for deed; that Bills was "obligated to execute and deliver a general warranty deed only after Greenville made all payments called for in the Seller's Financing Addendum and Special Provisions"; that, under Paragraph 4 of the Contract, Greenville was required to deliver a promissory note and deed of trust to Bills in the amount of $224,500.00, and that he did not do so; that "[n]o closing was ever scheduled"; that, when a closing did not take place on or before August 15, 2017, the Contract matured and expired; and that, upon the expiration, Greenville owed several payments that were 90 or more days late, and he did not pay the balloon. In addition, the trial court concluded that the Contract had matured, expired, and was no longer valid or enforceable; that Bills did not default on his obligations under the Contract; that Greenville defaulted on his obligations; and that Bills was not liable to Greenville on any of his asserted causes of action. The trial court further concluded that Bills's contract conveying the Property to S&P was valid and not affected by Greenville's claims.
The trial court rendered judgment in favor of Bills and S&P and ordered that Greenville take nothing on his claims. It awarded Bills and S&P attorney's fees, in accordance with the parties' joint pre-trial stipulation as to amounts. Greenville appeals the judgment in favor of Bills.
On August 27, 2019, this Court granted Greenville's unopposed motion to dismiss his appeal against S&P.
Breach of Contract
In his second issue, Greenville challenges the legal and factual sufficiency of the evidence supporting the trial court's adverse finding on the breach element of his breach-of-contract claim. He asserts that "the evidence proves as a matter of law that Bills defaulted on the Contract" prior to any breach by Greenville, which excused Greenville from further performance. "[A]lternatively," Greenville asserts, "the trial court's determination that Bills did not default under the Contract is against the great weight and preponderance of the evidence." A. Standard of Review and Governing Legal Principles
In an appeal from a judgment rendered after a bench trial, the trial court's findings of fact have the same weight as a jury's verdict, and we review the legal and factual sufficiency of the evidence used to support them, just as we would review a jury's findings. Catalina v. Blasdel, 881 S.W.2d 295, 297 (Tex. 1994).
A party challenging the legal sufficiency of the evidence supporting an adverse finding on which it had the burden of proof at trial must demonstrate that the evidence conclusively established, as a matter of law, all vital facts in support of the issue. Dow Chem. Co. v. Francis, 46 S.W.3d 237, 241 (Tex. 2001). We indulge every reasonable inference to support the finding, crediting favorable evidence if a reasonable factfinder could and disregarding contrary evidence unless a reasonable factfinder could not. City of Keller v. Wilson, 168 S.W.3d 802, 807, 822 (Tex. 2005). We affirm the trial court's judgment if it can be upheld on any legal theory finding support in the evidence. Worford v. Stamper, 801 S.W.2d 108, 109 (Tex. 1990).
When a party challenges the factual sufficiency of an adverse finding on an issue on which it had the burden of proof, it must demonstrate on appeal that the adverse finding is against the great weight and preponderance of the evidence. Dow Chem. Co., 46 S.W.3d at 242. We review all of the evidence in a neutral light and will reverse only if the evidence supporting the finding is so contrary to the overwhelming weight of the evidence as to make the judgment clearly wrong and manifestly unjust. Id. The factfinder is the sole judge of the witnesses' credibility and may choose to believe one witness over another; a reviewing court may not impose its own opinion to the contrary. See Zenner v. Lone Star Striping & Paving L.L.C., 371 S.W.3d 311, 314 (Tex. App.—Houston [1st Dist.] 2012, pet. denied).
We review a trial court's conclusions of law de novo. In re Moers, 104 S.W.3d 609, 611 (Tex. App.—Houston [1st Dist.] 2003, no pet.). We independently evaluate conclusions of law to determine their correctness, and we uphold them if the judgment can be sustained on any legal theory supported by the evidence. Id.
This case also requires us to construe contractual provisions. In construing a written contract, a court must ascertain and give effect to the true intentions of the parties as expressed in the writing itself. Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011). We give contract terms their plain, ordinary, and generally accepted meanings unless the contract itself shows them to be used in a technical or different sense. Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 662 (Tex. 2005). We examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless. Italian Cowboy Partners, Ltd., 341 S.W.3d at 333.
If, after applying the pertinent contract construction rules, the contract can be given a certain or definite legal meaning or interpretation, then it is not ambiguous, and we will construe the contract as a matter of law. Id. If a contract "is subject to two or more reasonable interpretations after applying the pertinent rules of construction, the contract is ambiguous, creating a fact issue on the parties' intent." J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003). However, a contract is not ambiguous merely because the parties disagree on its meaning. Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342, 345 (Tex. 2006). Only if a contract is ambiguous may we consider the parties' interpretation and consider extraneous evidence to determine the true meaning of the contract. Italian Cowboy Partners, Ltd., 341 S.W.3d at 333-34. B. Analysis
To prevail on a breach-of-contract claim, a plaintiff must establish (1) that a valid contract existed between the parties; (2) that the plaintiff performed or tendered performance of his obligations, or that his performance was excused; (3) that the defendant breached the terms of the contract; and (4) that the plaintiff sustained damages as a result of the breach. AMS Const. Co. v. K.H.K. Scaffolding Hous., Inc., 357 S.W.3d 30, 41 (Tex. App.—Houston [1st Dist.] 2011, pet. dism'd); B&W Supply, Inc. v. Beckman, 305 S.W.3d 10, 16 (Tex. App.—Houston [1st Dist.] 2009, pet. denied).
Even were we to conclude that the parties' Contract constitutes a valid contract intending a present conveyance, as Greenville posits, Greenville has not shown that the evidence conclusively establishes that he performed or tendered performance of his obligations under the Contract, or that his performance was excused by a prior breach by Bills. See AMS Const. Co., 357 S.W.3d at 41; see also Worford, 801 S.W.2d at 109 (we affirm trial court's judgment if it can be upheld on any legal theory finding support in evidence).
In cases in which the parties have "mutually concurrent contract obligations, such that a deed is required to be delivered upon tender of the purchase price," a valid tender of the purchase price "invokes the seller's obligation to convey, and it establishes that the buyer is ready, willing, and able to perform all material acts which the contract requires of him." Krayem v. USRP (PAC), L.P., 194 S.W.3d 91, 94 (Tex. App.—Dallas 2006, pet. denied); Roundville Partners, L.L.C. v. Jones, 118 S.W.3d 73, 79 (Tex. App.—Austin 2003, pet. denied) ("[A] valid tender of the purchase price invokes the seller's obligation to convey and places him in default if he fails to do so."); see also Bell v. Rudd, 191 S.W.2d 841, 844 (Tex. 1946) ("It is elementary that before a grantee or obligee may assert any rights under an escrow contract he must show that he has complied with the conditions of the escrow, or has offered to perform and was prevented without fault of his own.").
Here, the trial court found that Greenville "did not deliver a promissory note and deed of trust to Bills."
Pursuant to Paragraph 10 of the Contract, the parties agreed that, at closing, Bills would execute and deliver a warranty deed with vendor's lien and Greenville would pay the purchase price and execute and deliver any documents required by the Contract necessary to close the sale, as follows:
C. At closing, [Bills] will execute and deliver to [Greenville], at [Bills's] expense, a general . . . warranty deed. The deed must include a vendor's lien if any part of the sale price is financed. . . .
. . . .
E. At closing, [Greenville] will:
(1) pay the sales price in good funds acceptable to the escrow agent; [and]
. . .
(5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale.
The trial court also found, and the evidence supports, that "[n]o closing was ever scheduled to close the transaction." Greenville testified that the parties "closed" on November 25, 2014, when Bills recorded the special warranty deed conveying the Property from his father's estate to himself. It is at that point, Greenville asserts, that Bills was required to then execute and deliver a deed to Greenville and that Bills breached the Contract by failing to do so.
"Closing" is a term of art commonly used in real-estate transactions and is defined as "[t]he final meeting between the parties to a transaction, at which the transaction is consummated; esp., in real estate, the final transaction between the buyer and seller, whereby the conveyancing documents are concluded and the money and property transferred." Gray & Co. Realtors v. Atl. Hous. Found., Inc., 228 S.W.3d 431, 434-35 (Tex. App.—Dallas 2007, no pet.) (quoting BLACK'S LAW DICTIONARY 272 (8th ed. 2004)).
Even were we to assume a closing date of November 25, 2014, Greenville's argument overlooks that, pursuant to Paragraph 10, he was required to "pay the sales price" and "execute and deliver any . . . documents required by this contract to close the sale." It is undisputed that he did not pay the $224,500.00 remainder of the sales price. Rather, pursuant to Paragraph 4, Bills agreed to provide Greenville with seller financing, which required "the delivery of a promissory note and deed of trust" that conformed with the terms stated in the Seller Financing Addendum:
4. FINANCING: [Greenville] will finance the portion of the sales price . . . as follows:
. . . .
C. Seller Financing: The delivery of a promissory note and deed of trust from [Greenville] to [Bills] under the terms of the attached Seller Financing (TREC No 26-6) Addendum in the amount of $224,500.00.
Greenville admitted at trial that he did not deliver a promissory note and deed of trust to Bills at closing, or at any other point during the term of the Contract, as follows:
Q. Okay. Well, we discussed earlier that the contract signed in July 2014 called for delivery of a promissory note and a deed of trust?
. . . .
A. Yes.
Q. Generally speaking these kinds of documents serve to document the property at issue is collateral for the seller's financing.
A. Okay.
Q. But there was no deed of trust?
A. There was nothing.
Q. No deed of trust, no note, nothing along those lines. So the property didn't serve as collateral for the seller's financing in this instance; is that right?
A. No, he promised me, promised to send that to me and I never received the deed.
Q. So, in other words, [Bills] would have had no leverage, no recourse under this contract if you defaulted under the terms?
A. He had his land as collateral with the deed. He had to deed it to me but it's not like he was—he was assuming the position of lender. He was getting paid through the promissory note and assuming the position of lender because this was not a contract for deed.
Q. But there is no document, you will agree?
A. There is no document.
Q. There is no document describing conditions under which someone in [Bills's] shoes had a right or process to foreclose in the event of default, right?
A. No.
Q. There would have been had there been a deed of trust or promissory note but since there was not, [Bills] had no ability to recover the property in the event of default; is that right?
A. That's right.
Greenville, as the party challenging the legal sufficiency of the evidence supporting an adverse finding on which he had the burden of proof at trial, must conclusively establish that he performed or tendered performance of his obligations under the Contract. See Dow Chem. Co., 46 S.W.3d at 241. Because the record shows that Greenville admitted at trial that he did not perform or tender performance of his obligations under the terms of the Contract, we conclude that the trial court did not err in rendering judgment against Greenville on his breach-of-contract claim. See B&W Supply, 305 S.W.3d at 16.
Greenville asserts that he was excused from performing because Bills's failure to provide him with a deed at closing constituted a prior material breach of the Contract. "It is a fundamental principle of contract law that when one party to a contract commits a material breach of that contract, the other party is discharged or excused from further performance." Mustang Pipeline Co. v. Driver Pipeline Co., 134 S.W.3d 195, 196 (Tex. 2004). Here, however, because there was not a valid tender of the purchase price at closing, Bills's obligation to provide a deed was not invoked. See Krayem, 194 S.W.3d at 94; Roundville Partners, 118 S.W.3d at 79. Further, the record reflects that Greenville continued to pay sums due throughout the full course of the Contract's three-year term. A party who treats a contract as continuing after a breach is deprived of any excuse for terminating his own performance. Long Trusts v. Griffin, 222 S.W.3d 412, 415-16 (Tex. 2006).
Greenville asserts on appeal that he executed and delivered to Bills a note and deed of trust because he "accounted for both the financing terms and the enforcement through foreclosure in Item 4" of the Special Provisions. The record reflects, as discussed above, that Greenville testified at trial that he did not execute and deliver a note or deed of trust during the term of the Contract. A party's argument on appeal must comport with its argument in the trial court. See Wohlfahrt v. Holloway, 172 S.W.3d 630, 639-40 (Tex. App.—Houston [14th Dist. 2005], pet. denied).
Further, with respect to a deed of trust, the purpose of the instrument is to secure to a lender the repayment of the debt evidenced by a note. Fin. Freedom Sr. Funding Corp. v. Horrocks, 294 S.W.3d 749, 755 (Tex. App.—Houston [14th Dist.] 2009, no pet.). A deed of trust involves three parties: a trustor (borrower), a lender, and a trustee. See Kaldis v. Aurora Loan Servs., No. 01-09-00270-CV, 2010 WL 2545614, at *1 n.2 (Tex. App.—Houston [1st Dist.] June 24, 2010, pet. dism'd w.o.j.). For a sale under a deed of trust to be valid, the terms set out in the deed of trust must be strictly followed. C&K Inves. v. Fiesta Grp., Inc., 248 S.W.3d 234, 254 (Tex. App.—Houston [1st Dist.] 2007, no pet.). Accordingly, Paragraph 10 of the Contract requires: "Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses." Thus, the single, bare reference in the Special Provisions to a power of sale, i.e., "Seller reserves the right to foreclose after any single months payment is past 90 days late," does not constitute a deed of trust under the Contract.
Greenville further asserts on appeal that he sent a proposed deed of trust to Bills and that Bills never executed and returned it. Greenville testified at trial, and the evidence reflects, however, that Greenville did not send his proposal to Bills until after the Contract had expired.
We conclude that the evidence is legally sufficient to support the trial court's adverse finding that Greenville did not perform or tender performance of his obligations under the Contract. See Dow Chem. Co., 46 S.W.3d at 241. Further, viewing the evidence neutrally, we conclude that the finding is not so against the great weight and preponderance of the evidence that it is clearly wrong or manifestly unjust. See id. at 242. We hold that the trial court did not err in rendering judgment against Greenville on his breach-of-contract claim.
We overrule Greenville's second issue.
Having held that the evidence is legally and factually sufficient to support the trial court's judgment, we need not resolve Greenville's first issue, in which he argues that the trial court erred in characterizing the Contract as a contract for deed and concluding thus that Bills was not required to deliver a deed to Greenville until after he paid the sales price in full. See TEX. R. APP. P. 47.1.
Although Greenville, in the prayer portion of his brief, appears to seek reversal of the trial court's judgment as to all of his claims, his brief does not address his claims for common law fraud, statutory fraud, or unjust enrichment. See TEX. R. APP. P. 38.1(i) ("The brief must contain a clear and concise argument for the contentions made, with appropriate citations to authorities and to the record.").
Conclusion
We affirm the trial court's judgment.
Sherry Radack
Chief Justice Panel consists of Chief Justice Radack and Justices Kelly and Goodman.