CQuentia Series Holding, LLC v. Luminex Corporation
08-20-00033-CV
| Tex. App. | Apr 16, 2021Background:
- Luminex sued non-party Total Diagnostix Labs (TDL) for ~ $4.3M; TDL filed Chapter 11 and Luminex filed a proof of claim.
- CQuentia (appellant) is an affiliate of TDL and entered a Settlement and Release Agreement requiring CQuentia to pay $1.3M from non-bankruptcy funds; the settlement included mediation and venue provisions.
- Parties executed a Supplement modifying payment terms; CQuentia agreed to execute an "Agreed Final Judgment" and the Supplement contained an unqualified waiver: CQuentia "hereby forever waives and releases . . . all rights of appeal, all notice and opportunity for hearing prior to the entry of judgment."
- CQuentia defaulted on subsequent payments; parties executed an Amendment adding fees and a personal guarantee by CQuentia’s manager, but payments were not made.
- Luminex sought entry of the Agreed Final Judgment in Travis County; after remand from bankruptcy court, the trial court entered the Agreed Judgment on October 3, 2019; CQuentia filed a motion to transfer venue (Oct. 9) and a motion for new trial (Nov. 1), but the court did not rule before plenary power expired, so both were overruled by operation of law. CQuentia appealed.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Whether the trial court abused its discretion by denying CQuentia’s motion for new trial based on (a) alleged violation of the Rule 11 Agreement extending time to answer/transfer, (b) lack of consent when judgment was entered, and (c) failure to satisfy contractual prerequisites (mediation/venue) | CQuentia: Rule 11 delayed deadlines; it revoked consent to entry; mediation and venue provisions barred entry; judgment void. | Luminex: CQuentia signed the Supplement expressly waiving notice, hearing, and appeal; consent was given multiple times and never withdrawn. | Court: The Supplements waiver is enforceable; CQuentia waived rights to notice, hearing, and appeal; issue overruled. |
| 2. Whether the trial court erred by denying motion to transfer venue | CQuentia: Transfer was timely under the parties Rule 11 agreement and venue clauses. | Luminex: Motion was not filed or ruled on before entry of judgment; issue was not preserved. | Court: Motion to transfer was not preserved (not filed prior to judgment); issue overruled. |
Key Cases Cited
- Emerson v. Emerson, 559 S.W.3d 727 (Tex. App.—Houston [14th Dist.] 2018) (discusses enforceability of agreement waiving right to appeal)
- Matter of Marriage of Long, 946 S.W.2d 97 (Tex. App.—Texarkana 1997) (signed settlement binds parties to its terms even if not filed in court papers)
- Padilla v. LaFrance, 907 S.W.2d 454 (Tex. 1995) (settlement agreements enforced according to their terms)
- Rodriguez v. Villarreal, 314 S.W.3d 636 (Tex. App.—Houston [14th Dist.] 2010) (party may waive appellate rights by agreement)
Conclusion: The appellate court affirmed the trial courts Agreed Final Judgment, holding CQuentia waived its right to appeal entry of that judgment and that the venue issue was not preserved.