Jesus Gomez, as Receiver for Arriba Limited, and Carlos Ryerson v. the Petroleum Workers Union of the Republic of Mexico, 14-14-00834-CV

Background

This breach of contract case arises from a November 27, 2004 fee agreement between Ryerson and the Union and a settlement between Arriba and the Union.
The 2004 Agreement allocated Garnished Funds: 52% to Arriba, 48% to the Union, plus an extra $1,000,000 to Arriba; Ryerson was to receive $7,000,000 from the Union’s share under the Ryerson Fee Agreement.
Garnished funds were in a New York account and subject to U.S. and Mexican seizure actions; funds were ultimately released after a substitute Letter of Credit was substituted.
The trial record shows a jury verdict in favor of Ryerson and Arriba on February 18, 2014, with the trial court later denying damages to Ryerson under the fee agreements.
Arriba sought specific performance and damages; Ryerson sought damages under the Ryerson Fee Agreement for the Union’s breach.
On appeal, Ryerson argues the trial court erred by not awarding damages as required by the clear, unambiguous terms of the agreements.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did the trial court err in denying Ryerson damages for breach of the Ryerson Fee Agreement?	Ryerson argues the agreements are unambiguous and require payment of $7,000,000 to Ryerson.	Union contends no damages were due because funds were not distributed as the writs required, and the trial court properly interpreted the agreements.	Yes; the court held the trial court erred by not awarding damages to Ryerson.
Are the 2004 Agreement and Ryerson Fee Agreement ambiguous and thus either party’s interpretation should fail?	Ryerson maintains the contracts are unambiguous and must be read in light of their plain terms.	Union argues the contracts are ambiguous or subject to other conditions.	No; the agreements are unambiguous.
Is Ryerson entitled to prejudgment and post-judgment interest and attorney’s fees for the breach?	Ryerson contends he is entitled to prejudgment interest, post-judgment interest, and the jury’s attorney’s fees.	Union disputes entitlement to those interest awards and fees under the contracts and applicable law.	Yes; Ryerson is entitled to prejudgment interest, post-judgment interest, and the jury’s attorney’s fees.
Is the amount of Ryerson’s damages readily ascertainable from the record?	Ryerson contends the damages are readily calculable from the garnished fund amounts and contract terms.	Union argues damages are not properly calculable under the contract terms as applied to the garnished funds.	Yes; the amount is readily ascertainable.

Key Cases Cited

Bowen v. Robinson, 227 S.W.3d 86 (Tex. App.—Houston [1st Dist.] 2006) (damages recovery guidance under contract breach)
Chrysler Ins. Co. v. Greenspoint Dodge of Houston, Inc., 297 S.W.3d 248 (Tex. 2009) (contract interpretation and ambiguity standards)
Colver v. Coker, 650 S.W.2d 391 (Tex. 1983) (contract construction principles)
MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647 (Tex. 1999) (standard for interpreting unambiguous contracts)
Seagull Energy E&P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342 (Tex. 2006) (contract interpretation and integration of provisions)
Dynegy Midstream Servs., Ltd. P'ship v. Apache Corp., 294 S.W.3d 164 (Tex. 2009) (ambiguity versus no ambiguity in contracts)
Jones v. Wal-Mart Stores, Inc., 893 S.W.2d 144 (Tex. App.—Houston [1st Dist.] 1995) (contractual damages and pleading standards)