Bodum USA, Inc. and Bodum Holding AG v. J.C. Penney Corporation, Inc., 05-18-00813-CV

Background

Bodum USA and J.C. Penney (JCP) contracted under a 2010 Trading Partners Agreement (TPA) and a 2012 Shops Agreement to install Bodum and O&R branded "shops" in JCP stores; the Shops Agreement set a four-year term but stated it was "subject to jcpenny’s rights to relocate or otherwise change or alter the shops as specified below."
The Shops Agreement separately authorized JCP to "remove, alter, or relocate any and all" shops and required a pro‑rata refund to Bodum if a shop’s square footage was significantly altered or removed during the Term.
JCP placed a large order (over $20 million) for merchandise for the projected 683 shops; shops began opening in April 2013, but relations deteriorated and JCP terminated the shops program in November 2013.
Bodum USA sued in New York (dismissed) and then in Texas; Bodum AG (Swiss parent) later joined claiming contract and third‑party beneficiary rights. Bodum pleaded breach of contract, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and sought declaratory relief.
JCP moved for traditional and no‑evidence summary judgment on all claims; the trial court granted JCP’s motion (no grounds specified) and entered final judgment. Bodum appealed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether JCP breached the Shops Agreement by terminating early/removing all shops	Bodum: Shops Agreement unambiguously guarantees four years of performance; the Removal Provision governs only relocation/alteration of individual shops, not removal of all shops before four years	JCP: Term is expressly "subject to" JCP's rights; Removal Provision allows JCP to remove "any and all" shops, so removal terminates obligations	Court: Agreement unambiguous; Removal Provision permits removal of any and all shops; no breach as a matter of law
Whether JCP failed to pay the full pro‑rata refund required by the Shops Agreement	Bodum: JCP did not pay the full refund owed	JCP: Evidence showed payment; Bodum never preserved a claim below that refund was deficient	Court: Argument not raised below (and raised late on appeal); waived — no genuine fact issue considered
Viability of promissory estoppel claim based on alleged extra‑contractual promises (advertising, shop placement/design)	Bodum: JCP made promises outside the written agreements inducing reliance	JCP: The TPA and Shops Agreement govern the subject matter (installation, merchandising, brand experience/advertising); written contract bars quasi‑contract claims	Court: Promissory estoppel barred as a matter of law because the written agreements cover the subject matter
Breach of implied covenant of good faith and fair dealing (special‑relationship theory)	Bodum: Parties formed a "massive joint effort" creating a special relationship imposing duties	JCP: No pre‑existing special relationship apart from ordinary commercial agreements; no evidence of required elements	Court: No evidence of a pre‑existing special relationship; claim fails; summary judgment proper
Bodum's evidentiary objections to JCP's summary‑judgment evidence	Bodum: Deposition excerpts were hearsay, opinion, speculation, irrelevant	JCP: Evidence admissible; trial court properly overruled objections; Bodum fails to show any abuse or harm	Court: Bodum did not explain how overruling caused improper judgment; objections not shown to require reversal

Key Cases Cited

Lujan v. Navistar, Inc., 555 S.W.3d 79 (de novo review of summary judgment)
Merriman v. XTO Energy, Inc., 407 S.W.3d 244 (affirm when no grounds specified supports any meritorious ground urged)
Ford Motor Co. v. Ridgeway, 135 S.W.3d 598 (no‑evidence summary judgment standard)
URI, Inc. v. Kleberg Cty., 543 S.W.3d 755 (contract ambiguity requires more than party disagreement)
Nat’l Union Fire Ins. Co. v. CBI Indus., Inc., 907 S.W.2d 517 (unambiguous contracts are construed as a matter of law)
Coker v. Coker, 650 S.W.2d 391 (give effect to all contract provisions)
Fortune Prod. Co. v. Conoco, Inc., 52 S.W.3d 671 (promissory estoppel barred where express contract covers the subject matter)
Meyer v. Cathey, 167 S.W.3d 327 (special relationship must pre‑exist the contract to impose fiduciary‑type duties)