376 S.W.3d 792
Tex. App.2012Background
- DCL agreed to purchase all Longhorn Downs stock from AJC for $1.5 million, with stock placed in escrow.
- The Stock Purchase Agreement required DCL to use reasonable best efforts to obtain Texas Racing Commission approval to transfer the license, and for AJC to assist.
- DCL faced site and regulatory delays; its option to buy property expired and the Racing Commission denied approval.
- AJC terminated the Agreement after denial and entered a new stock purchase with KTAGS on the same day.
- DCL sued; the jury found AJC breached the Agreement while DCL did not, and awarded $0 for misrepresentation; the trial court rendered a take-nothing judgment.
- The court denied mootness and later permitted a potential declaratory judgment via a trial amendment, ultimately remanding for further proceedings on remand.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court erred by denying the trial amendment | DCL; amendment mandatory | AJC; amendment prejudicial | Amendment mandatory; court must allow |
| Whether the JNOV on DCL's non-breach was proper | DCL did not breach the Agreement | DCL breached by untimely performance and failure to obtain approvals | Evidence supported jury finding DCL did not breach; JNOV not warranted |
| Whether the JNOV on AJC's breach was proper | AJC breached by terminating and pursuing KTAGS | Back-up KTAGS contract not a breach | There was more than a scintilla of evidence of breach; JNOV denied |
| Whether the laches defense was properly submitted | DCL asserted laches to misrepresentation claim | Laches not appropriate | No abuse of discretion; laches submission proper |
Key Cases Cited
- Mustang Pipeline Co. v. Driver Pipeline Co., 134 S.W.3d 195, 134 S.W.3d 195 (Tex. 2004) (time is of the essence; material breach when deadline not met; context differs when no deadline exists)
- Blue Star Operating Co. v. Tetra Tech., Inc., 119 S.W.3d 916, 119 S.W.3d 916 (Tex.App.-Dallas 2003) (trial amendment analysis; mandatory vs discretionary)
- Ritchie v. Rupe, 339 S.W.3d 275, 339 S.W.3d 275 (Tex.App.-Dallas 2011) (new matter not a new cause of action; notice and prejudice)
- Tri v. J.T.T., 162 S.W.3d 552, 162 S.W.3d 552 (Tex.2005) (legal effect of jury findings; declaratory relief when appropriate)
- Rivercenter Assocs. v. Rivera, 858 S.W.2d 366, 858 S.W.2d 366 (Tex.1993) (slumber on rights; reasonable timing in asserting claims)
- Adams v. First Nat’l Bank of Bells/Savoy, 154 S.W.3d 859, 154 S.W.3d 859 (Tex.App.-Dallas 2005) (declaratory relief when mature; remedy at law considerations)