Catalyst Strategic v. Three Diamond, 93 F.4th 870

Catalyst Strategic Advisors (Catalyst) provided consulting services to Contractors Building Supply Company (CBS), later Three Diamond Capital SBC, for an enterprise-wide sale of CBS.
CBS and Catalyst signed an Engagement Letter, allowing Catalyst a $25,000 Advisory Service Fee plus an "Advisory Completion Fee" for any qualifying transaction closing within 18 months after contract termination.
The Engagement Letter was non-exclusive, allowing both parties to work with other brokers or advisors, but stipulated Catalyst's right to certain fees.
CBS terminated the engagement in May 2020 due to the COVID-19 pandemic, but a sale to Herc Rentals closed within the 18-month post-termination period for $190.3 million.
CBS refused to pay Catalyst the Completion Fee, leading Catalyst to sue for breach of contract. The district court ruled for Catalyst, rejecting CBS’s procuring cause doctrine argument, and CBS appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the procuring cause doctrine applies or is displaced by contract.	The parties’ contract directly addresses post-termination commissions, displacing the common law doctrine.	The procuring cause doctrine should apply, requiring Catalyst to be the procuring cause to get a commission.	The contract’s explicit provisions displace the doctrine.
Whether Catalyst is entitled to the Advisory Completion Fee even without direct involvement in the final sale.	The contract entitles Catalyst to a fee for any qualifying transaction within 18 months after termination, regardless of Catalyst’s direct involvement.	Only entitled if Catalyst procured the transaction; otherwise, payment is a windfall.	Catalyst is entitled to the fee based on the contract language.
Interpretation of non-exclusivity provision’s impact on Catalyst’s entitlement to fees.	Non-exclusivity does not require procurement for payment; contract terms control.	Non-exclusivity means only the procuring cause earns the fee.	Non-exclusivity does not override the explicit fee entitlement.
Whether the fee structure is an unenforceable windfall to Catalyst.	Negotiated fee structure is enforceable, not inequitable.	Large fee post-engagement is unreasonable and a windfall.	Fee structure as agreed by the parties is enforceable.

Perthuis v. Baylor Miraca Genetics Lab’ys, LLC, 645 S.W.3d 228 (Tex. 2022) (procuring cause doctrine is a default rule, displaced when contract addresses the issue)
URI, Inc. v. Kleberg County, 543 S.W.3d 755 (Tex. 2018) (primary objective is to give effect to parties' intent as expressed in contract)
Waste Mgmt. of Tex., Inc. v. Stevenson, 622 S.W.3d 273 (Tex. 2021) (Texas law favors freedom of contract)
Dynegy Midstream Servs., Ltd. P'ship v. Apache Corp., 294 S.W.3d 164 (Tex. 2009) (plain and ordinary meaning governs contract interpretation)
Fischer v. CTMI, L.L.C., 479 S.W.3d 231 (Tex. 2016) (courts cannot rewrite contracts)
Kachina Pipeline Co. v. Lillis, 471 S.W.3d 445 (Tex. 2015) (courts must give effect to each provision in contract)
Frost Nat. Bank v. L & F Distributors, Ltd., 165 S.W.3d 310 (Tex. 2005) (avoid unreasonable or oppressive contract interpretations)
Sundown Energy LP v. HJSA No. 3, Ltd. P’ship, 622 S.W.3d 884 (Tex. 2021) (sophisticated parties have latitude under freedom of contract)