Centerpoint Builders Gp, LLC and Centerpoint Builders, Ltd. v. Trussway, Ltd.
496 S.W.3d 33
| Tex. | 2016Background
- Centerpoint Builders was general contractor for Beaumont Trace Apartments; it purchased roof trusses from manufacturer Trussway and subcontracted installation to Sandidge.
- An independent subcontractor (Fernandez) was injured when an uninstalled truss broke; he sued Glenmont (owner), Centerpoint, Sandidge, Trussway, and others; settlements followed.
- Centerpoint sued Trussway under Texas Civil Practice & Remedies Code chapter 82 (Products Liability Act) seeking statutory indemnity as a "seller" of the trusses; Trussway cross-claimed for indemnity.
- Trial court held Centerpoint was a "seller" and granted partial summary judgment for indemnity; interlocutory appeal followed.
- The court of appeals reversed, holding Centerpoint was not a "seller" under the Act; the Texas Supreme Court affirmed, focusing solely on whether Centerpoint qualified as a seller.
Issues
| Issue | Plaintiff's Argument (Centerpoint) | Defendant's Argument (Trussway) | Held |
|---|---|---|---|
| Whether Centerpoint is a "seller" under Tex. Civ. Prac. & Rem. Code § 82.001(3) | Centerpoint was "engaged in the business of" placing trusses into the stream of commerce when it purchased and transferred them as part of its contract to build — thus entitled to statutory indemnity | Centerpoint’s provision of trusses was incidental to selling construction services; it was not in the business of commercially distributing trusses | Held: Centerpoint is not a "seller" under chapter 82 because supplying trusses was incidental to its construction-services business; indemnity claim fails |
| Whether pleadings alone can trigger seller status | Centerpoint argued statutory indemnity is triggered by allegations in pleadings that relate to a product | Trussway argued seller status depends on evidence of being "engaged in the business of" distributing the product, not mere pleadings | Held: Seller status is an evidentiary question determined by facts, not by pleadings alone |
| Whether Fresh Coat precedent requires finding contractors sellers when they supply materials | Centerpoint relied on Fresh Coat to show a contractor can be both product seller and service provider | Trussway argued Fresh Coat involved a contractor selling a particular product as part of its business and is distinguishable from a general contractor using many incidental materials | Held: Fresh Coat does not control here; whether a contractor is a seller depends on factual inquiry—Centerpoint’s facts show incidental supply, not product business |
| Scope of chapter 82’s protection (who qualifies as "seller") | Centerpoint urged broad statutory reading capturing parties who transfer title in construction contexts | Trussway urged limiting "seller" to those engaged in commercial distribution of the specific product (retailers/wholesalers/manufacturers) | Held: "Seller" means a person "engaged in the business of" commercially distributing or placing a product in the stream of commerce; incidental suppliers of materials in a services-oriented business are not necessarily sellers |
Key Cases Cited
- Fresh Coat, Inc. v. K-2 Inc., 318 S.W.3d 893 (Tex. 2010) (contractor that sold and installed EIFS components qualified as a "seller")
- Petroleum Sols., Inc. v. Head, 454 S.W.3d 482 (Tex. 2014) (section 82.002 protects innocent sellers by assigning indemnity duty to manufacturers)
- Gen. Motors Corp. v. Hudiburg Chevrolet, Inc., 199 S.W.3d 249 (Tex. 2006) (manufacturer’s indemnity duty is triggered by pleadings alleging a product defect; manufacturer can escape duty by proving seller’s independent acts caused the injury)
- Fitzgerald v. Advanced Spine Fixation Sys., Inc., 996 S.W.2d 864 (Tex. 1999) (only those who qualify as "sellers" may seek indemnity under chapter 82)
- New Texas Auto Auction Servs., L.P. v. Gomez de Hernandez, 249 S.W.3d 400 (Tex. 2008) (strict-liability/seller analysis focuses on whether the business is one of selling products, not merely facilitating sales)
- Barham v. Turner Constr. Co. of Tex., 803 S.W.2d 731 (Tex. App.—Dallas 1990, writ denied) (general contractor was not a "seller" of steel columns where any sale was incidental to construction services)