Harding Co. v. Sendero Resources, Inc.
365 S.W.3d 732
| Tex. App. | 2012Background
- Harding contracted with Sendero Resources, Inc. to acquire oil and gas leases in East Texas Star Prospect; Walters is president of Sendero and also of TWW Tyler, Inc. and of Associates, L.P.; the January 17, 2007 Star Prospect Letter Agreement required Harding to contract with Walters for landman services and included a noncompete; the leases were nominally held by Sendero to conceal who acquired them and later assigned to Harding; Harding paid $2,169,850.23 for land and leasing services; in 2008 Harding stopped payments and suit was filed, with trials, settlements, and cross-claims; Walters signed the contract in his corporate capacity for Sendero, but it is disputed whether TWW Tyler and Associates, L.P. were parties or agents; the trial court granted Walters’ partial summary judgments and later no-evidence judgments; the court on rehearing reversed in part and remanded for further proceedings to resolve agency, fiduciary duties, and fraud issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether TWW Tyler and Associates, L.P. were parties to the contract | Harding argues TWW Tyler/Assocs were parties via ownership/control | Walters contends Walters signed for Sendero only; not party for TWW Tyler/Assocs | TWW Tyler/Assocs were not parties to the contract |
| Whether TWW Tyler and Associates, L.P. owed fiduciary duties to Harding | Harding asserts agency or formal fiduciary duties existed | Walters argues no agency/fiduciary relationship as no party to contract | Fact issue on agency; potential fiduciary duties if agency proven |
| Whether the statute of frauds bars enforcement of the contract | Statute of frauds could bar enforcement due to lack of writing for real property | Harding accepted assignment of leases; no defense under statute | Statute of Frauds not a bar; assignment defeats defense |
| Whether Harding validly pled fraudulent inducement; did Walters misrepresent noncompete/nonparty status | Walters allegedly misrepresented TWW Tyler’s noncompetition and party status | No misrepresentation if TWW Tyler not a party | There is more than a scintilla of evidence of fraudulent inducement; trial court erred in no-evidence ruling |
| Whether Harding is bound by unchallenged trial court findings (law of the case) | Law of the case might bind Harding on remand | Law of the case does not bind on remand for issues not fully litigated | Unchallenged findings are not binding under law of the case on remand |
Key Cases Cited
- Willis v. Donnelly, 199 S.W.3d 262 (Tex. 2006) (signature by party in personal capacity invalidated when contract shows corporate capacity)
- Redmon v. Griffith, 202 S.W.3d 225 (Tex.App.-Tyler 2006) (corporate officers' signatures and liability in contracts)
- National Plan Administrators v. National Health Insurance Co., 235 S.W.3d 695 (Tex. 2007) (agency may be created by conduct; fiduciary duty depends on agency)
- Johnson v. Brewer & Pritchard, P.C., 73 S.W.3d 193 (Tex. 2002) (agency fiduciary duties; duty of loyalty in principal-agent)
- Kinzbach Tool Co. v. Corbett-Wallace Corp., 160 S.W.2d 509 (Tex. 1942) (third-party liability for aiding breach of fiduciary duty)
- Long Trusts v. Robert M. Griffin, 222 S.W.3d 412 (Tex. 2006) (statute of frauds and land contracts; prerequisites for enforceability)