Background

• CTMI, LLC, Boozer, and Raymond appealed from a final judgment enforcing the 2010 Adjustment under the Asset Purchase Agreement (APA).
• The APA, executed November 21, 2007, defined Buyer as CTMI, LLC and Seller as Ray Fischer and Corporate Tax Management, Inc.
• The 2010 Adjustment related to in-progress projects as of December 31, 2010 and required mutually agreed percentages of completion.
• The APA stated the 2010 Adjustment would include revenue based on those percentages, payable only after actual collection within 20 days of collection.
• The APA was fully integrated, stating the agreement contains the entire understanding and no external representations apply.
• Trial court severed the declaratory claim on the 2010 Adjustment; the final judgment declared it enforceable, which the Court of Appeals later reversed and rendered unenforceable.

Issues

Key Cases Cited

• Playoff Corp. v. Blackwell, 300 S.W.3d 451 (Tex. App.—Fort Worth 2009) (agreement to determine essential term later is unenforceable)
• Four Eights, LLC v. Salem, 194 S.W.3d 484 (Tenn. Ct. App. 2005) (good-faith negotiation to set price creates unenforceable agreement to agree)
• Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831 (Tex. 2000) (material terms must be definite; future negotiations cannot control)
• T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218 (Tex. 1992) (an agreement to agree renders contract indefinite)
• Central Tex. Micrographics v. Leal, 908 S.W.2d 292 (Tex. App.—San Antonio 1995) (indefiniteness defeats enforceability when essential terms remain open)
• Mooney v. Ingram, 547 S.W.2d 314 (Tex. App.—Dallas 1977) (no enforceable contract where essential term left for later determination)
• Mickens v. Longhorn DFW Moving, Inc., 264 S.W.3d 875 (Tex. App.—Dallas 2008) (contract lacks definiteness if material terms depend on future agreement)
• Tawes v. Barnes, 340 S.W.3d 419 (Tex. 2011) (clarifies enforceability standards for contracts with future terms)