Summary
noting that although parties filed cross motions for summary judgment, reviewing court does not review trial court's decision to deny motion for partial summary judgment and limiting review to trial court's decision to grant motion for final take nothing summary judgment
Summary of this case from Lantana Ridge Prop. Owners Ass'n v. SJWTX, Inc.Opinion
No. 05-07-00650-CV
Opinion Filed July 29, 2008.
On Appeal from the 101st Judicial District Court Dallas County, Texas, Trial Court Cause No. 05-10413.
Before Justices MOSELEY, BRIDGES, and LANG-MIERS.
MEMORANDUM OPINION
Appellant Jeff R. Massey sued Southwest Petroleum Company for breach of contract. Southwest moved for summary judgment and the trial court granted that motion and rendered a final judgment ordering that Massey take nothing on his claims against Southwest. Massey appeals that judgment. We affirm.
Factual Background
On April 30, 2005, Southwest sent Massey a letter offering to purchase his mineral interests in a particular property in Louisiana. That letter states, in part, as follows:
[Southwest] and their partners are currently purchasing mineral and royalty interests in several Parishes of Louisiana and would like to purchase the interests that you own and described on the enclosed Deed and including all of your interests in the Parish as described on said Deed.
We are prepared to pay you a lump sum, equal to 30 times your recent six (6) month average for your producing royalty interests. For example: $100 average per month in royalty = $3000.00 payment to you.
Please find enclosed as our offer to purchase your mineral and royalty interests, a Mineral and Royalty Deed along with a bank draft in the amount of $250.00 as a partial payment for said interests. Your final payment amount will be made by Cashier's Check and will be determined upon our receipt of the enclosed Deed and our calculation of your total offer amount, based on the above 30 month formula. (In the event you have a very small mineral interest and your 30 month offer amount calculates to be far less than the enclosed $250.00, your final payment may be reduced[.])
The enclosed Mineral and Royalty Deed and draft payment are intended to convey to our company, any and all of the mineral and royalty interest that you own within the lateral boundaries of the property referenced on said Deed and includes all of the mineral and royalty you own in the referenced Parish.
This offer, draft payment and final payment amounts are subject to the verification of your ownership and revenue from the subject properties to the satisfaction of Southwest Petroleum Company.
The bank draft for $250 that Southwest sent Massey states at the top that it was "subject to the approval of title to same to the satisfaction of drawee [Southwest] not later than 30 banking days after arrival of this draft at collecting bank or drawee," and states at the bottom that "[i]n the event this draft is not paid within said time, the collecting bank, drawee, their agents or assigns, shall return the same to forwarding bank and no liability for payment or otherwise shall be attached to any of the parties hereto."
Massey responded to Southwest on May 26, 2005, by sending a letter that states:
I accept your offer to purchase my royalty interests in Vermilion Parish, Louisiana. In accordance with the instructions contained in your letter of April 30, I have executed the Mineral and Royalty Deed that you sent to me and I am enclosing it along with the endorsed bank draft.
Southwest determined that there were unrecorded documents that indicated others might claim an interest in the property and did not want to face potential problems with the title. After Southwest received Massey's letter, Southwest sent Massey a letter dated June 8, 2005, which states:
Southwest . . . recently mailed you an offer to purchase any and all of your mineral interests owned in the referenced sections of Vermillion Parish, Louisiana.
We respectfully withdraw our offer at this time, as we were unable to verify your ownership and title to our satisfaction.
Massey sued Southwest for breach of contract and sought "approximately $1,500,000" in economic damages. Southwest filed a counterclaim seeking a declaratory judgment that no binding contract was formed between Massey and Southwest.
Massey moved for partial summary judgment as to Southwest's liability for breach of contract and argued that "[e]xcept as to the amount of damages, there is no genuine issue as to any material fact in the case." In that motion, Massey argued that Southwest's letter to him constituted an offer, that he accepted that offer, and that Southwest breached the contract by not paying him. In support of his motion, Massey filed an affidavit from a Louisiana attorney who essentially attested to the fact that certain "unrecorded acts"-namely a participation letter and a letter agreement apparently referenced in Southwest's responses to Massey's request for disclosure-would not affect Southwest's ability to "take title free and clear." Southwest responded to Massey's partial motion for summary judgment and argued that no valid contract existed because its offer was conditional and the condition precedent was not satisfied.
Southwest later moved for summary judgment on Massey's claim for breach of contract and argued that, "as a matter of law, no valid contract exists that [Southwest] could have breached." It sought summary judgment "on both its counterclaim for a declaratory judgment that no binding or valid agreement exists between the parties, and on Massey's claim that Southwest breached a contract with Massey." Alternatively, Southwest argued that the contract failed as a matter of law for lack of consideration. Massey did not respond to Southwest's motion or file any evidence in opposition to that motion. The trial court denied Massey's motion for partial summary judgment and granted Southwest's motion for summary judgment, without stating the grounds. It rendered a final judgment ordering that Massey take nothing on his claims against Southwest. It later overruled Massey's motion for new trial.
Issue on Appeal
Massey raises one issue on appeal: "[t]he trial court erred in granting Southwest's motion for summary judgment and denying Massey's motion because the parties entered into a binding contract and Southwest breached that contract." Although the parties filed cross-motions for summary judgment, Massey's motion sought only partial summary judgment and did not request final disposition of his claim. Consequently we do not review the trial court's decision to deny that motion. See, e.g., Double Diamond, Inc. v. Hilco Elec. Co-op., Inc., 127 S.W.3d 260, 268-69 (Tex.App.-Waco 2003, no pet.) ("On appeal, we may not consider cross-motions for summary judgment that do not seek a final disposition of all claims in the trial court."). We limit our review to the trial court's decision to grant Southwest's motion.
Standard of Review
To prevail on a motion for summary judgment brought pursuant to Texas Rule of Civil Procedure 166a(c), a movant must show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law. Tex. R. Civ. P. 166a(c); Little v. Tex. Dep't of Criminal Justice, 148 S.W.3d 374, 381 (Tex. 2004). A defendant "who conclusively negates at least one element of a cause of action is entitled to summary judgment on that claim." IHS Cedars Treatment Ctr. of DeSoto, Tex. Inc. v. Mason, 143 S.W.3d 794, 798 (Tex. 2004) (citing Sw. Elec. Power Co. v. Grant, 73 S.W.3d 211, 215 (Tex. 2002)). If the movant establishes a right to summary judgment, the burden shifts to the nonmovant to raise a genuine issue of material fact in order to defeat summary judgment. See Centeq Realty, Inc. v. Siegler, 899 S.W.2d 195, 197 (Tex. 1995). We review de novo the trial court's grant of a traditional motion for summary judgment. We examine the entire record in the light most favorable to the nonmovant, indulge every reasonable inference and resolve any doubts against the movant. Sudan v. Sudan, 199 S.W.3d 291, 292 (Tex. 2006) (per curiam). Where, as here, the trial court does not specify the grounds for its summary judgment, we must affirm the summary judgment if any of the theories presented to the trial court and preserved for appellate review is meritorious. Provident Life and Accident Ins. Co. v. Knott, 128 S.W.3d 211, 216 (Tex. 2003).
Analysis
Massey contends that the trial court erred in granting Southwest's motion for summary judgment because Massey raised a fact issue that precluded judgment as a matter of law. First, he argues that Southwest could not "avoid the contract by saying `we're not satisfied,'" but was instead required to demonstrate an objective, "factual basis for its dissatisfaction" so that the trier of fact could "decide whether that basis was reasonable." Alternatively, Massey argues that "even if Southwest could avoid the contract simply by being subjectively (and not necessarily reasonably) dissatisfied, Massey was still entitled to a fact finding as to whether Southwest was really dissatisfied with [Massey's] title or whether [Southwest] had other motives for avoiding the contract." In response, Southwest contends that Massey's breach-of-contract claim fails as a matter of law because a condition precedent to formation-namely the verification of Massey's ownership to its satisfaction -was not fulfilled.
Alternatively, Southwest argues that the contract failed for lack of mutuality, and that the summary-judgment record demonstrates that its dissatisfaction with Massey's ownership was "both reasonable and in good faith." Because we resolve this appeal on another ground, we do not need to address these alternative arguments.
Massey acknowledges that "Southwest's satisfaction with Massey's title was a condition precedent, i.e., Massey could not enforce Southwest's obligation to pay money until Southwest became satisfied with the title." Nevertheless, and without citing to any authority to support this contention, Massey contends that once he "sued [Southwest] for breach of contract and alleged that all conditions precedent had been fulfilled," the issue of "whether Southwest was really dissatisfied with Massey's title" automatically became an issue of fact, which precludes summary judgment. We disagree.
In order to recover against Southwest for breach of contract, Massey had to establish the necessary elements of that claim, including the existence of a valid contract. Petras v. Criswell, 248 S.W.3d 471, 477 (Tex.App.-Dallas 2008, no pet.) ("A successful breach of contract claim requires proof of the following elements: (1) a valid contract; (2) performance or tendered performance by the plaintiff; (3) breach of the contract by the defendant; and (4) damages sustained by the plaintiff as a result of that breach."). A valid contract does not exist if a condition precedent to its formation does not occur. See, e.g., Centex Corp. v. Dalton, 840 S.W.2d 952, 956 (Tex. 1992) ("A condition precedent is an event that must happen or be performed before a right can accrue to enforce an obligation."). And contrary to Massey's contention, the determination of whether a condition precedent to formation of a contract has occurred is not automatically a question of fact that precludes judgment as a matter of law. See, e.g., Encina P'ship v. Corenergy, L.L.C., 50 S.W.3d 66, 69 (Tex.App.-Corpus Christi 2001, pet. denied) (affirming directed verdict in favor of defendant on breach-of-contract claim "because the condition precedent to the formation of the contract did not occur").
Southwest moved for summary judgment and argued that its satisfaction with Massey's ownership was a condition precedent to the formation of a contract with Massey, and that this condition precedent did not occur. In support of this motion, Southwest cited to the language in its letter to Massey and submitted, among other summary-judgment evidence, the affidavit of Southwest's president, in which he explained the information they obtained about Massey's ownership interests and attested to the fact that Southwest "was unable to verify Massey's ownership and title to Southwest's satisfaction." Consequently, Southwest established that its offer to purchase Massey's mineral and royalty interests was subject to Southwest's satisfaction with Massey's ownership and revenue from the properties. This made Southwest's satisfaction a condition precedent to formation, as Massey concedes. See, e.g., Encina P'ship, 50 S.W.3d at 69. Southwest also established that the condition precedent did not occur. Consequently, Southwest met its initial summary-judgment burden by negating the "valid contract" element of Massey's breach-of-contract claim based on the failure of a condition precedent to formation.
Once Southwest met this initial burden, the burden shifted to Massey to raise a genuine issue of material fact on the "valid contract" element of his claim. See generally Centeq Realty, 899 S.W.2d at 197. Massey, however, did not respond to Southwest's motion or submit any evidence in response to that motion. On appeal, Massey generally notes that he submitted evidence in support of his own motion for partial summary judgment, but he does not cite to that evidence on appeal. And instead of citing to the record to demonstrate that he raised a fact issue to defeat Southwest's motion, Massey refers only generally, in a footnote, to several affidavits that are not part of the record on appeal. However, Massey has the burden of directing us to the evidence in the record that supports his contentions. See Most Worshipful Prince Hall Grand Lodge v. Jackson, 732 S.W.2d 407, 412 (Tex.App.-Dallas 1987, writ ref'd n.r.e.). It is not our duty to make an independent search of the summary judgment record for evidence supporting his position. Id. Nevertheless, Massey's basic argument is that he could transfer good title to the property, and that Southwest should have been satisfied with his title to the property because a reasonable person would have been satisfied. Alternatively, he claims that the court should apply a good-faith standard to determine whether Southwest's lack of satisfaction was in good faith. But even if we accept his position that the evidence would show that he had good title to the property, he did not raise a fact issue regarding whether the condition precedent was met because verification of good title was not the condition precedent stated in Southwest's offer. And regardless of whether a subjective, objective, or good-faith standard is applied to Southwest's "satisfaction" with Massey's ownership and revenue, Massey did not raise a fact issue by simply arguing, without summary-judgment evidence, that Southwest did not act in good faith or that a reasonable person would have been satisfied with his title. Consequently, under the facts of this case, we conclude that Massey did not meet his burden of raising a genuine issue of material fact in order to defeat Southwest's motion for summary judgment.
Accordingly, the trial court did not err in granting summary judgment in favor of Southwest.
Conclusion
We overrule Massey's issue and affirm the trial court's judgment.