Bob E. Woody v. J. Black's, LP And J. Black's GP, LLC
03-15-00293-CV
| Tex. App. | Sep 18, 2015Background
- Woody (sublessor) leased property and subleased first-floor premises to J. Black’s (sublessee) beginning Sept. 1, 2006; sublease included multiple 3‑year extension options conditioned on timely written notice.
- J. Black’s sent certified-mail notice Feb. 23, 2009 claiming to exercise the first extension; Woody did not receive it and told J. Black’s to vacate Aug. 31, 2009, asserting defaults (gas heaters, food service).
- Litigation followed: Woody sued; J. Black’s counterclaimed and sought specific performance of the extension and attorneys’ fees. Trial court initially granted specific performance and fees.
- Amarillo Court of Appeals affirmed that J. Black’s had validly exercised the option but vacated the specific‑performance award because J. Black’s failed to conclusively prove it was ready, willing, and able to perform; remanded.
- On remand the trial court awarded broad specific performance and substantial attorneys’ fees; Woody appeals, arguing (inter alia) no actual breach by Woody, inadequate proof of readiness/willingness/ability, inadequacy of legal remedies not shown, and the decree improperly seeks long‑term supervisory relief.
Issues
| Issue | Plaintiff's Argument (Woody) | Defendant's Argument (J. Black’s) | Held |
|---|---|---|---|
| Entitlement to specific performance | Woody: No actual breach occurred—only anticipatory repudiation or disputed claims; specific performance requires an actual breach tied to present obligations | J. Black’s: Court of appeals resolved option exercise; on remand it need only show readiness, willingness, and ability to perform | Trial court’s earlier specific‑performance award was reversed on appeal for failure to show readiness; remand required further proof; appellate court declined to decide other grounds |
| Ready, willing, and able to perform (conclusive proof on summary judgment) | Woody: J. Black’s evidence was conclusory (manager affidavit) and inadmissible; no contemporaneous financial proof of ability to perform | J. Black’s: Manager affidavit and business records showed ongoing payments and ability to perform; characterizes remand as limited to this element | Amarillo court: record lacked conclusive proof of readiness/willingness/ability; remanded for further proceedings |
| Adequacy of legal remedies (whether damages suffice) | Woody: Legal remedies were adequate (lost profits calculable from business records); J. Black’s failed to prove inadequacy | J. Black’s: Equitable relief needed because the location and continued possession conferred unique value | Court: Plaintiff (J. Black’s) did not conclusively show inadequacy; this was a necessary element for specific performance and was not proved on summary judgment |
| Scope and form of decree (order requiring continual future performance / mutuality) | Woody: Decree impermissibly ordered continuous future performance without showing present breach, bound only Woody and not mutual obligations, and would require extended court supervision | J. Black’s: Requested decree to secure peaceable possession and enforce sublease obligations | Court(s): Equity will not compel a continual series of future acts absent present breach or public interest; decree must be tied to present obligations and enforce promises of both parties; broad prophylactic decree improper |
Key Cases Cited
- DiGuiseppe v. Lawler, 269 S.W.3d 588 (Tex. 2008) (plaintiff seeking specific performance must show it was ready, willing, and able to perform)
- United Coin Meter Co. v. Johnson‑Campbell Lumber Co., 493 S.W.2d 882 (Tex. Civ. App.—Fort Worth 1973) (specific performance of leases requires proof damages are inadequate; court will not decree long‑term continuous acts needing supervision)
- Cytogenix, Inc. v. Waldroff, 213 S.W.3d 479 (Tex. App.—Houston [1st Dist.] 2006) (equitable relief must be connected to present performance obligations; injunctions ordering future continuous performance disfavored)
- Galbreath v. Farrell, 249 S.W. 277 (Tex. Civ. App.—Dallas 1923) (equity will not enforce only one party’s promises without being able to enforce the plaintiff’s reciprocal promises)
- Paciwest, Inc. v. Warner Alan Properties, LLC, 266 S.W.3d 559 (Tex. App.—Fort Worth 2008) (elements and principles governing specific performance in property/lease contexts)