Forney 921 Lot Development Partners I, L.P. v. Paul Taylor Homes, Ltd.
2011 Tex. App. LEXIS 7343
Tex. App.2011Background
- Forney developed Devonshire in Kaufman County within a MUD.
- Forney and Taylor (PTC) contracted to buy 55 lots; earnest money $82,500.
- Contract paragraph 23.F required Statutory Notice; Exhibit D was attached but blanks remained.
- Exhibit D contained blank tax/bond amounts; Forney later sought to rely on statutory notice.
- In Jan 2008, Taylor terminated under Water Code §49.452(f); Forney sued for breach and related relief.
- Trial court granted partial summary judgments; final judgment awarded attorney's fees to PTH; case remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract based on lack of statutory notice | Forney—notice was provided via Exhibit D; blanks do not bar recovery | Taylor/CT—no valid notice; contract terminable under §49.452 | Partial reversal: no-statutory-notice defense not dispositive; remand on breach. |
| Effect of waiver/quasi-estoppel on no-notice defense | Forney—waiver/quasi-estoppel bars appellees’ termination | Taylor/CT—no waiver; notice breach effective | Quasi-estoppel bars the no-notice defense; breach claim survives against PTH/PTC. |
| Fraud claim viability under no-evidence standard | Forney—statements were fraudulent when made | No evidence of false statements or intent to defraud | No triable fraud issue; no-evidence summary judgment affirmed against Forney. |
| PTC liability as general partner | PTC liable with PTH for partnership debts | PTC not a contracting party; limited liability defense | PTC liable; implied judgment error corrected; remand on appropriate relief. |
Key Cases Cited
- Cox v. Klug, 855 S.W.2d 276 (Tex.App.-Amarillo 1993) (affirmative defenses as independent bar to recovery)
- King Ranch, Inc. v. Chapman, 118 S.W.3d 742 (Tex. 2003) (standard for no-evidence summary judgment; burden allocation)
- Lopez v. Munoz, Hockema & Reed, L.L.P., 22 S.W.3d 857 (Tex. 2000) (quasi-estoppel and acquiescence foundations)
- Vessels v. Anschutz Corp., 823 S.W.2d 762 (Tex.App.-Texarkana 1992) (estoppel principles in contract context)
- Atkinson Gas Co. v. Albrecht, 878 S.W.2d 236 (Tex.App.-Corpus Christi 1994) (unconscionability of allowing contradictory positions)
- James v. Hitchcock Indep. Sch. Dist., 742 S.W.2d 701 (Tex.App.-Houston 1st Dist. 1987) (burden-shifting in summary judgment context)