Centerpoint Builders GP, LLC and Centerpoint Builders, Ltd. v. Trussway Ltd.
436 S.W.3d 882
Tex. App.2014Background
- Plaintiff Merced Fernandez, an independent subcontractor, was severely injured when a Trussway-manufactured roof truss broke while lying on-site before installation at an apartment project where Centerpoint was general contractor.
- Fernandez sued Centerpoint (general contractor), Trussway (truss manufacturer), and others, alleging the truss was defective.
- Trussway filed a cross-action denying Centerpoint was a "seller" under Texas Civil Practice & Remedies Code Chapter 82 and contending, alternatively, it was entitled to indemnity from Centerpoint; Centerpoint filed a cross-claim seeking indemnity from Trussway.
- The parties stipulated facts and settled with Fernandez; the trial court granted partial summary judgment holding Centerpoint was a "seller" under Chapter 82 and eligible to seek indemnity, and granted full summary judgment in favor of Centerpoint on Trussway’s cross-claim for indemnity.
- The parties brought an agreed interlocutory appeal challenging whether Centerpoint qualifies as a Chapter 82 "seller" (and thus can seek indemnity) and whether Centerpoint owed indemnity to Trussway as a "manufacturer."
Issues
| Issue | Plaintiff's Argument (Centerpoint) | Defendant's Argument (Trussway) | Held |
|---|---|---|---|
| Whether Centerpoint is a "seller" under Chapter 82 | Centerpoint argues Fresh Coat permits a contractor who provides a product as part of its services to be a "seller," so it can seek indemnity from the manufacturer. | Trussway argues Chapter 82 does not expand common-law seller scope to general contractors, Centerpoint only provided construction services and did not place trusses into the stream of commerce. | Court: Centerpoint is not a "seller" here; reversed trial court on this point. |
| Whether the construction (custom apartment) is a "product" under Chapter 82 | Centerpoint implies the truss became a component product of the building. | Trussway contends a custom-built apartment (and uninstalled truss on site) is not a Chapter 82 "product." | Court: Did not decide this cross-issue (unnecessary to resolution). |
| Whether Centerpoint is entitled to indemnity from Trussway under Chapter 82 | Centerpoint seeks indemnity as an innocent seller under Chapter 82. | Trussway contends Centerpoint is not a seller and thus not entitled to indemnity. | Court: Centerpoint is not entitled to indemnity from Trussway; reversed trial court’s ruling that Centerpoint could seek indemnity. |
| Whether Centerpoint, as a non-manufacturer, must indemnify Trussway | (Trussway alleged conditional claim that if it is an innocent seller, Centerpoint as manufacturer might owe indemnity.) | Trussway asserted it was an innocent seller of a component part and sought indemnity from Centerpoint as a manufacturer. | Court: Centerpoint was not a manufacturer of the truss and therefore did not owe indemnity; affirmed trial court’s summary judgment in favor of Centerpoint on Trussway’s cross-claim. |
Key Cases Cited
- Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211 (Tex.) (standard of review for summary judgment).
- Randall’s Food Mkts., Inc. v. Johnson, 891 S.W.2d 640 (Tex.) (summary judgment burden rules).
- Fresh Coat, Inc. v. K-2, Inc., 318 S.W.3d 893 (Tex.) (contractor can be a Chapter 82 "seller" when it supplies product plus installation under manufacturer’s system).
- Owens & Minor, Inc. v. Ansell Healthcare Prods., Inc., 251 S.W.3d 481 (Tex.) (legislative purpose of Chapter 82 to supplement common law and protect innocent sellers).
- GMC v. Hudiburg Chevrolet, Inc., 199 S.W.3d 249 (Tex.) (discussion of Chapter 82 scope and common-law background).
- Meritor Automotive, Inc. v. Ruan Leasing Co., 44 S.W.3d 86 (Tex.) (manufacturer’s indemnity duty is triggered by pleadings).
- Toyota Indus. Equip. Mfg., Inc. v. Carruth-Doggett, Inc., 325 S.W.3d 683 (Tex. App.—Houston [1st Dist.]) (manufacturer’s duty to indemnify is determined by plaintiff’s pleadings).