Crisp Analytical Lab, L.L.C. v. Jakalam Properties, Ltd.
422 S.W.3d 85
Tex. App.2014Background
- Crisp Analytical Lab, L.L.C. appeals a jury verdict finding breach of an oral contract with Jakalam Properties, Ltd. and a $513 damages award, challenging contract validity, breach, and attorney’s fees.
- Jakalam bought the Boyington Property in 2009, hired Pinnacle Environmental for asbestos testing, and Crisp conducted testing that initially indicated asbestos.
- After asbestos was reported, Jakalam halted the project; ATC was hired for independent testing/removal, which later found no asbestos, delaying the project four weeks.
- Crisp admitted a testing error occurred but disputed the existence and terms of a later oral agreement to reimburse Jakalam for resulting expenses; Jakalam argued Crisp agreed to make Jakalam “whole.”
- Cohen testified about estimated damages ($12,000–$20,000) and Crisp testified about a possible range ($10,000–$12,000); the parties did not fix a precise amount or method to resolve disputes over reasonableness.
- Crisp paid $6,329.65 in response to the first reimbursement request without objecting, suggesting some performance under an alleged agreement; Crisp later sent $3,500 with a Release Form rather than full payment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable oral contract existed. | Jakalam: terms sufficiently definite to enforce; meeting of minds. | Crisp: essential terms undefined; no contract due to indefinite price. | Contract existed; terms definite enough to enforce. |
| Whether Crisp breached the oral contract. | Jakalam: Crisp agreed to reimburse costs; failure to pay full amount breached. | Crisp: tendered payment and disputed amount; payment was conditional. | Crisp breached; tender not effective and release conditional; damages sustained. |
| Whether Jakalam is entitled to attorney’s fees under §38.001(8). | Jakalam prevailed on contract and damages, justifying fees. | Crisp: no enforceable contract and no prevailing party. | Jakalam prevailing party; awarded $49,500 in attorney’s fees. |
Key Cases Cited
- Pace Corp. v. Jackson, 284 S.W.2d 340 (Tex. 1955) (contract terms need not be perfect if definite enough to determine damages)
- T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218 (Tex. 1992) (consideration of essential terms varies by contract type)
- Burnside Air Conditioning & Heating, Inc. v. T.S. Young Corp., 113 S.W.3d 889 (Tex. App.—Dallas 2003) (indefiniteness of price may still permit enforcement depending on context)
- Sadeghi v. Gang, 270 S.W.3d 773 (Tex. App.—Dallas 2008) (meeting of the minds is determined by objective conduct)
- Chavez v. McNeely, 287 S.W.3d 840 (Tex. App.—Houston [1st Dist.] 2009) (allows enforceability where contract terms are sufficiently defined)
- Pine v. Gibraltar Savings Association, 519 S.W.2d 238 (Tex. App.—Houston [1st Dist.] 1974) (distinguishes contracts to loan money from service contracts for essential terms)
- Blizzard v. Nationwide Mutual Fire Insurance Co., 756 S.W.2d 801 (Tex. App.—Dallas 1988) (prevailing party doctrine related to pretrial payment of damages)
- Mira Mar Development Corp. v. City of Coppell, S.W.3d__, No.05-10-00283-CV (Tex. App.—Dallas 2013) (recovery of partial damages can render a party prevailing for fee-shifting)
- MBM Fin. Corp. v. The Woodlands Operating Co., 292 S.W.3d 660 (Tex. 2009) (prevailing party need only recover some amount to qualify for fees)
- Fiduciary Fin. Servs. of Sw. Inc. v. Corilant Fin., L.P., 376 S.W.3d 253 (Tex. App.—Dallas 2012) (contract enforceability and meeting of the minds assessed objectively)
- Learners Online, Inc. v. Dallas Indep. Sch. Dist., 333 S.W.3d 636 (Tex. App.—Dallas 2009) (essential terms and certainty in contracts)