Chevron Phillips Chemical Co. v. Kingwood Crossroads, L.P.
346 S.W.3d 37
Tex. App.2011Background
- 69.762-acre Kingwood Place West tract at issue; DCC & Rs imposed ARC approvals and assessments; Association enforces DCC & Rs and maintains common areas.
- CP Chem/ELDI acquired the property via PSA and deeds; annexation issue contested between CP Chem and ELDI regarding applicability of DCC & Rs.
- First American Title issued initial title commitment with annexation exception tied to Annexation Document; Kingwood CrossRoads objected to annexation as barrier to use.
- Efforts to obtain non-annexation confirmation or cure title defects spanned 2003–2004; feasibility period extended multiple times; closing ultimately failed when title policy needed no annexation exception.
- In 2004–2005, the annexation dispute persisted; CP Chem terminated the contract; ELDI retrieved the Second Amendment to Deed; Kingwood CrossRoads settled other claims with First American but pursued broader relief.
- Trial yielded a mixed verdict: jury found annexation issues; CP Chem and ELDI counterclaims; final judgment included damages, fees, and several declaratory orders, later subject to appellate review.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is specific performance proper where impracticability defense was found for CP Chem? | Kingwood argues impracticability defeated CP Chem’s duty to perform. | CP Chem contends impracticability excuses performance; specific performance appropriate if breach occurred. | Specific performance reversed; impracticability defense did not sustain proper relief. |
| Are fraud-damages awards against CP Chem sustainable? | Kingwood asserts fraud damages supportable by misrepresentation and reliance. | CP Chem argues no misrepresentation or causation; damages improperly awarded. | Fraud damages reversed; no legally sufficient misrepresentation evidence. |
| Was CP Chem’s impracticability defense properly supported and legally sufficient? | Kingwood asserts lack of fault and reasonable efforts shown; impracticability upheld. | CP Chem contends it used reasonable efforts and did not act with fault. | Impracticability supported; jury finding upheld as to impracticability. |
| Are the trial-court fee/declARatory-judgment awards proper, and segregable? | Kingwood seeks fees for contract and declaratory actions; asserts prevailing-party entitlement. | ELDI targets annexation declaration and improper fee awards; CP Chem challenges segregation. | Certain attorney-fee awards reversed/remanded; declaratory-fee award against ELDI deemed improper; sanctions upheld. |
Key Cases Cited
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (legal-sufficiency review standard for appellate challenges)
- Tractebel Energy Mktg., Inc. v. E.I. du Pont de Nemours & Co., 118 S.W.3d 60 (Tex.App.-Houston [14th Dist.] 2003) (impracticability/restatement-based analysis in contract disputes)
- Formosa Plastics Corp. USA v. Presidio Eng'rs & Contractors, Inc., 960 S.W.2d 41 (Tex. 1998) (fraud elements and reliance guidance in contract cases)
- Chapa v. Gullo Motors I, L.P., 212 S.W.3d 299 (Tex. 2006) (fraud elements; intent to perform; reliance considerations for damages)