Ahmad Zabihian, New World Car Nissan, Inc. D/B/A World Car Hyundai, and New World Car Imports - San Antonio, Inc. v. Hyundai Motor America and Roger Beasley Imports, Inc. D/B/A Roger Beasley Hyundai

Background

Zabihian (and his dealer entities) received a May 1, 2006 letter from an HMA regional manager giving him a “Letter of First Right of Refusal” for two additional Hyundai "add points" in the San Antonio ADI for seven years, subject to conditions.
Zabihian later alleged HMA breached that agreement by offering a New Braunfels dealership (and other open points) to Beasley before or during the contract term; he sued HMA for breach and Beasley for tortious interference and asserted fraudulent inducement.
At trial the jury was asked, in substance, whether HMA had, on or before May 1, 2013, made an offer to Beasley to add a New Braunfels dealership with the usual terms and intent to offer; the jury answered “No,” and the court entered a take-nothing judgment.
The trial court had ruled pretrial that the phrase “first right of refusal” was unambiguous and equivalent to a conventional “right of first refusal,” but that “add points” was ambiguous.
On appeal Zabihian argued (1) the court erred in construing “first right of refusal,” (2) the evidence was factually insufficient on breach/fraud/interference, and (3) the court abused its discretion in denying a new trial based on alleged juror time-pressure coercion.
The Court of Appeals affirmed: it rejected the contract-construction claim (and found waiver as to charge submission), upheld the jury’s factual findings, and held the new-trial claim failed because juror deliberation pressure did not constitute an admissible ‘‘outside influence.”

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Contract construction: meaning of “first right of refusal”	“First right of refusal” is distinct from “right of first refusal” and was intended to vest when a point “opens,” obligating HMA to offer newly identified points to Zabihian.	The phrase is equivalent to the standard right of first refusal (triggered when owner makes an offer to a third party); the term is unambiguous.	Court: term unambiguous and equivalent to right of first refusal; issue also waived in part for failure to object/submit charge question.
Factual sufficiency of evidence on breach (and related questions)	The weight of the evidence shows HMA breached, fraudulently induced, and Beasley tortiously interfered.	Jury instructions/charge controlled; plaintiff failed to obtain submission of certain questions; evidence supports jury’s “No” findings.	Court: plaintiff waived challenges to some conditional questions; viewing the evidence, the jury’s “No” answers were not against the great weight and preponderance of the evidence.
Fraudulent inducement proof	Leuders’ letter was contrary to HMA policy; circumstantial evidence shows intent not to perform.	Plaintiff’s own testimony negated that Leuders lied; no single corporate agent proved all fraud elements.	Court: evidence insufficient to overcome jury credibility findings; jury could credit Leuders and reject fraud.
New trial based on juror time-pressure/coercion	Jurors were misled to believe they had to finish by a deadline causing coercion; jurors later said they felt pressured; new trial required.	No court-imposed deadline; juror pressure is internal and not an ‘‘outside influence’’; juror statements about deliberations are inadmissible under Rule 606(b).	Court: trial court did not abuse discretion; juror statements about internal pressure inadmissible and do not establish coercive outside influence.

Key Cases Cited

Archer v. Tregellas, 566 S.W.3d 281 (Tex. 2018) (explains right of first refusal and when it ripens into an enforceable option)
Tenneco Inc. v. Enter. Prods. Co., 925 S.W.2d 640 (Tex. 1996) (discussion of preemptive rights/right of first refusal principles)
Friendswood Dev. Co. v. McDade & Co., 926 S.W.2d 280 (Tex. 1996) (parol-evidence rule: extrinsic evidence only after finding ambiguity)
Kachina Pipeline Co. v. Lillis, 471 S.W.3d 445 (Tex. 2015) (contract construction focuses on parties’ written intent and permissible use of surrounding circumstances)
Dynegy Midstream Servs., Ltd. P’ship v. Apache Corp., 294 S.W.3d 164 (Tex. 2009) (a contract is not ambiguous merely because parties disagree)
Dow Chem. Co. v. Francis, 46 S.W.3d 237 (Tex. 2001) (standard for factual-sufficiency review in civil cases)
Osterberg v. Peca, 12 S.W.3d 31 (Tex. 2000) (court’s charge measures evidentiary sufficiency when no objections to charge are made)
Golden Eagle Archery, Inc. v. Jackson, 116 S.W.3d 757 (Tex. 2003) (jury is sole judge of witness credibility; appellate courts defer to jury on credibility)
Bay Petroleum Corp. v. Crumpler, 372 S.W.2d 318 (Tex. 1963) (failure to object to conditional charge submission waives right to have those questions answered on appeal)
Mo., Kan. & Tex. Ry. Co. of Tex. v. Barber, 209 S.W. 394 (Tex. Comm’n App. 1919) (trial court cannot coerce agreement from jurors to avoid personal inconvenience)