Carla Thomas and Eugene Thomas v. California Golden Coast, LLC
01-15-01046-CV
| Tex. App. | May 16, 2017Background
- Carla and Eugene Thomas leased commercial space for a child-care business; original lease ran Sept 2003–Aug 2008. Eugene guaranteed the lease; Carla was the lessee.
- California Golden Coast (CGC) acquired the property in Oct 2006 and raised the monthly CAM (common area maintenance) charges; the Thomases declined to renew and vacated in Sept 2008 (some removal of fixtures admitted).
- CGC forfeited its corporate charter in July 2008 for failure to pay franchise taxes and was reinstated May 15, 2009. CGC filed suit Jan 30, 2012 asserting breach-of-contract claims (after an earlier suit by the original lessor, Nguyen Hoang Anh Corp., was dismissed).
- At a September 2015 jury trial, the jury found breach and awarded CGC $7,250 in CAM fees, $3,150 for property damage, and $4,500 in attorney’s fees (no unpaid rent or late charges).
- The Thomases appealed, arguing (1) CGC lacked capacity to sue because damages accrued while its charter was forfeited; (2) statute-of-limitations barred claims; (3) damages lacked evidentiary support; and (4) attorney’s fees were improper because presentment was made by the predecessor lessor, not CGC.
Issues
| Issue | Plaintiff's Argument (Thomases) | Defendant's Argument (California Golden Coast) | Held |
|---|---|---|---|
| Capacity to sue after charter forfeiture | CGC cannot recover for damages that accrued while its corporate charter was forfeited | Forfeiture-disabled corporations regain full rights upon tax payment/reinstatement; suit filed after reinstatement | Court: Held for CGC — reinstatement restored right to sue for claims arising before or during forfeiture |
| Statute of limitations / accrual dates | Damages awarded arose outside applicable limitations periods; trial court improperly allowed evidence outside limitations | Thomases waived limitations because they failed to secure jury findings on accrual dates; accrual not conclusively established by evidence | Court: Held for CGC — limitations defense waived; appellate court will not decide accrual dates |
| Sufficiency of evidence for damages (CAM and property damage) | Jury awards ($7,250 CAM; $3,150 property) unsupported and inconsistent with plaintiff’s requests | Jury has broad discretion; awards need only be supported by evidence, not match requested amounts exactly | Court: Held for CGC — evidence provided an evidentiary basis for awards |
| Attorney’s fees presentment requirement (Tex. Civ. Prac. & Rem. Code §38.002) | Demand letter was sent on behalf of predecessor (Nguyen Hoang Anh Corp.), not CGC, so CGC failed presentment requirement | Presentment by predecessor inured to assignee/ successor-in-interest; CGC not required to present again | Court: Held for CGC — predecessor’s presentment sufficed; attorney’s fees recoverable |
Key Cases Cited
- G. Richard Goins Constr. Co., Inc. v. S.B. McLaughlin Assocs., Inc., 930 S.W.2d 124 (Tex. App.—Houston [14th Dist.] 1996) (revival of corporate suit rights after tax forfeiture; causes arising during forfeiture may be litigated after reinstatement)
- Federal Crude Oil Co. v. State, 169 S.W.2d 283 (Tex. Civ. App.—Austin 1943) (reinstated corporations may pursue causes of action that arose during forfeiture)
- Golden Eagle Archery, Inc. v. Jackson, 116 S.W.3d 757 (Tex. 2003) (factfinder has broad discretion in awarding damages)
- Salinas v. Rafati, 948 S.W.2d 286 (Tex. 1997) (jury must have an evidentiary basis for damage findings)
- Jones v. Kelley, 614 S.W.2d 95 (Tex. 1981) (presentment requirement for attorney’s fees under Texas law serves to allow a 30-day cure period)
- MEMC Pasadena, Inc. v. Riddle Power, LLC, 472 S.W.3d 379 (Tex. App.—Houston [14th Dist.] 2015) (jury not bound to award damages exactly as requested; may rely on range of evidence)