Ardmore, Inc F/K/A GHX Incorporated and Star Properties, LLC v. the Rex Group, Inc. D/B/A T-3 Support Services, Inc.
377 S.W.3d 45
Tex. App.2012Background
- Ardmore and Star Properties own/lease commercial property in Houston, with Rex Group leasing and Ardmore subleasing; both leases include purchase options affected by a sublease.
- Rex Group sought to exercise the base lease option; Ardmore sought to exercise the sublease option, with Exhibit D depicting the option property.
- Purchase-option deadlines: lease option originally exercisable in June 2008; Rex Group’s notice deadline under lease was March 3, 2008; Ardmore’s deadline under the sublease was February 2, 2008.
- Consent to sublease incorporated the lease but did not modify obligations under the lease; Star Properties (successor owner) was not a party to the sublease, but its consent governed the lease-sublease relationship.
- Trial court granted summary judgment that Rex Group timely exercised and that the sublease option was barred by the statute of frauds; awarded Rex Group attorneys’ fees; Ardmore and Star Properties appealed; Rex Group cross-appealed on fees.
- The Court of Appeals reverses on Ardmore’s statute-of-frauds challenge and related fee award, and remands for further proceedings; summary judgment on Rex Group’s timely exercise is affirmed in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Timeliness of Rex Group’s exercise under the lease | Rex Group | Star Properties | Timely under lease; deadline correctly March 3, 2008; sublease deadline does not bind Rex Group |
| Application of the statute of frauds to the sublease option | Ardmore | Rex Group | Sublease option identified with reasonable certainty; not barred by the statute of frauds |
| Ardmore’s request for specific performance | Ardmore | Rex Group | Record insufficient for specific performance; denial affirmed; remand not granted for specific performance |
| Attorneys’ fees award on cross-appeal | Rex Group | Star Properties | No reversible error; fees award affirmed; remanded only for other issues |
| Overall disposition on summary judgment and fees | Ardmore | Rex Group | Reverse summary judgment on Ardmore’s statute-of-frauds argument; reverse fee award against Ardmore; remand for further proceedings |
Key Cases Cited
- Wilson v. Fisher, 188 S.W.2d 150 (Tex. 1945) (statute-of-frauds identification may rely on map/related writings)
- Gates v. Asher, 280 S.W.2d 247 (Tex. 1955) (reasonable certainty suffices for land description; not require conviction beyond doubt)
- Matney v. Odom, 210 S.W.2d 980 (Tex. 1948) (purchase option under contract subject to statute of frauds analysis)
- U.S. Enters., Inc. v. Dauley, 535 S.W.2d 623 (Tex. 1976) (map attached to description can aid identification of land under statute of frauds)
- Guenther v. Amer-Tex Constr. Co., 534 S.W.2d 396 (Tex. Civ. App.—Austin 1976) (map-only description insufficient when borders not identified)
- Templeton v. Dreiss, 961 S.W.2d 645 (Tex. App.—San Antonio 1998) (mathematical certainty not required for land description)
- Wells v. Dotson, 261 S.W.3d 275 (Tex. App.—Tyler 2008) (third-party complaint on contract; privity required for breach claims)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standard for reviewing summary judgments; leans toward favoring nonmovant)